Middlefield Banc (NASDAQ: MBCN) EVP gains shares via award vesting

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Middlefield Banc Corp executive Thomas M. Wilson reported equity award vesting and related share withholding. On February 23, 2026, he acquired 18,252 shares of common stock through grants and accelerated vesting of restricted and performance share units at a reference price of $35.18 per share.

On the same date, 5,098 shares were disposed of to cover tax obligations tied to these awards, leaving him with 22,790 directly held shares afterward. He also reports 12,498 shares held indirectly in an IRA account, reflecting an additional ownership stake.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Wilson Thomas M

Role EVP-Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,708	$35.18	$60K
Grant/Award	Common Stock	1,790	$35.18	$63K
Grant/Award	Common Stock	7,203	$35.18	$253K
Grant/Award	Common Stock	7,551	$35.18	$266K
Tax Withholding	Common Stock	5,098	$35.18	$179K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 11,344 shares (Direct); Common Stock — 12,498 shares (Indirect, held in IRA)

Footnotes (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 →

02/25/2026 - 03:34 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Wilson Thomas M

(Last)

(First)

(Middle)

15985 EAST HIGH STREET

(Street)

MIDDLEFIELD

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 Strategy 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								12,498	I	held in IRA
Common Stock	02/23/2026		A⁽¹⁾		1,708	A	$35.18	11,344	D
Common Stock	02/23/2026		A⁽²⁾		1,790	A	$35.18	13,134	D
Common Stock	02/23/2026		A⁽³⁾		7,203	A	$35.18	20,337	D
Common Stock	02/23/2026		A⁽⁴⁾		7,551	A	$35.18	27,888	D
Common Stock	02/23/2026		F		5,098	D	$35.18	22,790	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Thomas M. Wilson 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did MBCN executive Thomas M. Wilson report?

Thomas M. Wilson reported both acquisitions and a disposition of MBCN shares. He acquired 18,252 common shares through accelerated vesting of restricted and performance share units and had 5,098 shares withheld to cover tax liabilities related to these awards.

How many MBCN shares did Thomas M. Wilson acquire through vesting?

Wilson acquired 18,252 MBCN common shares through equity award vesting. These shares came from accelerated vesting of restricted stock units and performance share units approved by the compensation committee on February 23, 2026, using a reference price of $35.18 per share.

Why were some MBCN shares disposed of in Thomas M. Wilson’s Form 4?

The 5,098 disposed MBCN shares were withheld for tax obligations. The filing classifies this as a tax-withholding disposition, meaning shares were surrendered to satisfy exercise price or tax liabilities tied to the vested stock awards.

What is Thomas M. Wilson’s direct ownership in MBCN after these transactions?

After the transactions, Wilson directly holds 22,790 MBCN common shares. This reflects the net effect of multiple equity award vesting acquisitions and a tax-withholding share disposition reported for February 23, 2026, under his direct ownership.

Does Thomas M. Wilson have any indirect holdings of MBCN stock?

Yes, Wilson reports additional indirect ownership through an IRA. The filing shows 12,498 MBCN common shares held indirectly in an IRA account, reported separately from his directly owned shares, indicating a further long-term stake in the company.

What role does Thomas M. Wilson hold at Middlefield Banc Corp (MBCN)?

Thomas M. Wilson serves as Executive Vice President and Chief Strategy Officer. His position is disclosed alongside the equity award and tax-withholding transactions, indicating these grants and vesting events relate to his senior executive compensation at Middlefield Banc Corp.