Middlefield Banc Corp (MBCN) director records merger-related share disposal

Rhea-AI Filing Summary

Middlefield Banc Corp director Thomas W. Bevan reported the disposition of his Middlefield common shares in connection with the company’s merger into Farmers National Banc Corp. On March 2, 2026, two issuer dispositions were recorded for 26,558 and 26,530 shares of Middlefield common stock at a stated price of $0.00 per share.

According to the merger agreement, each share of Middlefield common stock issued and outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers common stock, except for certain shares held by Middlefield or Farmers.

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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X

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^*

Bevan Thomas W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		D		26,558	D	(1)	0	D
Common Stock	03/02/2026		D		26,530	D	(1)	0	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

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated October 22, 2025 (the "Agreement"), by and between Middlefield Banc Corp. ("Middlefield") and Farmers National Banc Corp. ("Farmers"), pursuant when Middlefield merged with and into Farmers on March 2, 2026 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.

	/s/ Thomas W. Bevan by Julie E. Shaw Power of Attorney	03/02/2026
	** 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

What did MBCN director Thomas W. Bevan report on this Form 4?

Thomas W. Bevan reported issuer dispositions of Middlefield Banc Corp common stock tied to its merger with Farmers National Banc Corp. Two non-derivative transactions on March 2, 2026, removed his directly held Middlefield shares at a stated price of $0.00 per share.

How many MBCN shares did Thomas W. Bevan dispose of in the merger?

Thomas W. Bevan reported two separate issuer dispositions of Middlefield common stock: one for 26,558 shares and another for 26,530 shares. Both transactions were recorded as non-derivative issuer dispositions on March 2, 2026, reducing his directly held Middlefield share balance to zero.

What are the merger terms affecting Middlefield Banc Corp (MBCN) shares?

Under the merger agreement, each share of Middlefield common stock outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers National Banc Corp common stock, other than certain shares held by Middlefield or Farmers themselves.

When did the Middlefield Banc Corp and Farmers National Banc Corp merger close?

The merger in which Middlefield Banc Corp merged with and into Farmers National Banc Corp closed on March 2, 2026. That closing date is when Bevan’s reported issuer dispositions of Middlefield common stock occurred, aligning his Form 4 transactions with the merger completion.

What consideration did Middlefield (MBCN) shareholders receive in the merger?

Each share of Middlefield common stock issued and outstanding immediately before the merger’s effective time was converted into the right to receive 2.6 shares of Farmers common stock. Certain shares held by Middlefield or Farmers were excluded from this exchange right under the agreement.

Was Thomas W. Bevan’s Form 4 a market sale of MBCN shares?

The Form 4 shows issuer dispositions, not open-market sales. Both transactions used code “D” for disposition to the issuer at a stated price of $0.00, occurring as part of the merger where Middlefield shares were converted into rights to receive Farmers common stock.