Executive Michael Cheravitch (MBCN) reports vested stock and tax share use

Rhea-AI Filing Summary

MIDDLEFIELD BANC CORP executive Michael L. Cheravitch reported equity compensation changes involving the company’s common stock. On February 23, 2026, he recorded several acquisitions of shares at $35.18 per share, reflecting accelerated vesting of restricted stock units and performance share units approved by the Compensation Committee.

The filing also shows a disposition of 3,668 shares at $35.18 per share coded as a tax-withholding transaction, meaning shares were surrendered to cover tax liabilities rather than sold in the open market. After these transactions, his directly held balance reported in one line was 15,691 common shares.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Cheravitch Michael L

Role EVP-Chief Banking Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,707	$35.18	$60K
Grant/Award	Common Stock	1,753	$35.18	$62K
Grant/Award	Common Stock	2,000	$35.18	$70K
Grant/Award	Common Stock	7,399	$35.18	$260K
Tax Withholding	Common Stock	3,668	$35.18	$129K

Holdings After Transaction: Common Stock — 8,207 shares (Direct)

Footnotes (1)

1. The shares represent accelerated vesting of restricted stock units ("RSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the RSUs. For further information regarding the acceleration of the RSUs, please see the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on September 4, 2024, and provides for vesting on the third anniversary of the award. The shares represent accelerated vesting of RSUs resulting from Compensation Committee approval on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on January 17, 2025, and provides for vesting on the third anniversary of the award. The shares represent accelerated vesting of performance share units ("PSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the PSUs. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on September 4, 2024. The shares represent accelerated vesting of PSUs resulting from action of the Middlefield Compensation Committee on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on January 17, 2025.

Form 4 Insider Transactions: What Each Field Means →

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^*

Cheravitch Michael L

(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-Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A(1)		1,707	A	$35.18	8,207	D
Common Stock	02/23/2026		A(2)		1,753	A	$35.18	9,960	D
Common Stock	02/23/2026		A(3)		2,000	A	$35.18	11,960	D
Common Stock	02/23/2026		A(4)		7,399	A	$35.18	19,359	D
Common Stock	02/23/2026		F		3,668	D	$35.18	15,691	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. The shares represent accelerated vesting of restricted stock units ("RSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the RSUs. For further information regarding the acceleration of the RSUs, please see the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on September 4, 2024, and provides for vesting on the third anniversary of the award.

2. The shares represent accelerated vesting of RSUs resulting from Compensation Committee approval on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on January 17, 2025, and provides for vesting on the third anniversary of the award.

3. The shares represent accelerated vesting of performance share units ("PSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the PSUs. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on September 4, 2024.

4. The shares represent accelerated vesting of PSUs resulting from action of the Middlefield Compensation Committee on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on January 17, 2025.

	/s/ Michael L. Cheravitch by Julie E. Shaw Power of Attorney	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What does the MBCN Form 4 filing report for Michael L. Cheravitch?

The Form 4 shows Michael L. Cheravitch had multiple equity awards vest into MIDDLEFIELD BANC CORP common stock on February 23, 2026 at $35.18 per share. It also records a tax-related share disposition, adjusting his directly held share balance.

How many MBCN shares were withheld for taxes in this Form 4?

The filing reports a disposition of 3,668 shares of MIDDLEFIELD BANC CORP common stock at $35.18 per share. This transaction is coded as a tax-withholding event, meaning the shares were delivered to satisfy tax obligations tied to vested equity awards.

What type of transactions are shown in the MBCN Form 4 for February 23, 2026?

The Form 4 records several acquisition transactions coded "A" and one disposition coded "F". The "A" entries reflect equity awards vesting into common stock, while the "F" entry represents shares withheld to cover related tax liabilities, not an open-market sale.

Why did Michael L. Cheravitch’s MBCN RSUs and PSUs vest on February 23, 2026?

Footnotes explain the shares came from accelerated vesting of RSUs and PSUs after Compensation Committee action on February 23, 2026. The committee approved full vesting of outstanding plan share awards, causing these stock-based awards to convert into common shares earlier than originally scheduled.

What share balance does the MBCN Form 4 show after the transactions?

One transaction line shows Michael L. Cheravitch holding 15,691 MIDDLEFIELD BANC CORP common shares directly following the tax-withholding disposition. Earlier lines in the filing list higher interim balances as additional equity awards vested prior to the final reported tax-related share delivery.

How is the $35.18 price used in the MBCN Form 4 transactions?

Each transaction in the Form 4 reflects a price of $35.18 per share for MIDDLEFIELD BANC CORP common stock. This price is used for both the acquisition entries tied to vested awards and the tax-withholding disposition of 3,668 shares reported on February 23, 2026.