Middlefield Banc (MBCN) EVP Winters reports stock vesting and awards

Rhea-AI Filing Summary

Middlefield Banc Corp EVP/CHRO Sarah A. Winters reported equity transactions in company common stock. On January 14, 2026, she acquired 942 shares of common stock at $34.5 per share through the vesting of restricted stock granted on January 14, 2025. On the same date, 324 shares were disposed of at $34.5 per share, reflecting shares withheld to cover obligations associated with the vesting, leaving her with 4,910 directly held shares of common stock.

The filing also notes two outstanding conditional stock awards covering 1,708 and 1,886 shares of common stock. These restricted stock awards vest ratably over three years, provided Mrs. Winters remains continuously employed by Middlefield as of each vesting date, and they carry no voting, dividend, or other shareholder rights until they vest. Each restricted stock unit represents the right to receive one share of common stock at settlement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Winters Sarah A

(Last) (First) (Middle)

15985 EAST HIGH STREET

(Street)

MIDDLEFIELD OH 44062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIDDLEFIELD BANC CORP [ MBCN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/CHRO

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/14/2026		A(1)		942	A	$34.5	5,234	D
Common Stock	01/14/2026		F		324	D	$34.5	4,910	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Conditional Stock Award(4)	(3)							(4)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(2)	(3)							(2)	01/14/2028	Common Stock	1,886		1,886	D

Explanation of Responses:

1. The acquisition represents the vesting of restricted stock granted to the reporting person on January 14, 2025. The shares vested on the first anniversary of the grant.

2. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mrs. Winters remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. The details of the vesting conditions may be found in a Form 8-K filing dated January 17, 2025.

3. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mrs. Winters remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. The details of the vesting conditions may be found in a Form 8-K filing dated September 4, 2024.

	/s/ Sarah A. Winters by Julie E. Shaw Power of Attorney	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Who is the insider reporting this Form 4 for MBCN?

The reporting person is Sarah A. Winters, who serves as EVP/CHRO of Middlefield Banc Corp (MBCN) and is an officer of the company.

What stock transactions did Sarah Winters report in this Form 4 for MBCN?

On January 14, 2026, Sarah Winters reported acquiring 942 shares of Middlefield Banc common stock at $34.5 per share upon vesting of restricted stock, and a disposition of 324 shares at $34.5 per share, leaving her with 4,910 directly owned shares.

How many Middlefield Banc (MBCN) shares does Sarah Winters own after the reported transactions?

Following the reported transactions on January 14, 2026, Sarah Winters directly owns 4,910 shares of Middlefield Banc Corp common stock.

What are the terms of the conditional stock awards reported for MBCN?

The filing lists two conditional restricted stock awards covering 1,708 and 1,886 shares of Middlefield Banc common stock. Each award vests ratably over three years, provided Mrs. Winters remains continuously employed by Middlefield as of each vesting date, and confers no voting, dividend, or other shareholder rights until vesting.

What does each restricted stock unit represent in this MBCN Form 4 filing?

Each restricted stock unit reported represents the right to receive, at settlement, one share of Middlefield Banc Corp common stock.

Were any of Sarah Winters' MBCN shares sold on the open market?

The disposition of 324 shares of common stock is coded as F, indicating shares were withheld in connection with the vesting of restricted stock, rather than a discretionary open-market sale.