[Form 4] Middlefield Banc Corp. Insider Trading Activity

Rhea-AI Filing Summary

Middlefield Banc Corp. (MBCN) – Form 4 insider activity

Director James J. McCaskey filed a Form 4 reporting a grant of 405 restricted stock units (RSUs) on 06/27/2025 under the company’s Director Compensation Program. The RSUs vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual shareholders’ meeting, and confer no voting or dividend rights until vested.

Following the reported transactions, the director’s aggregate beneficial ownership consists of:

• 5,523.79 shares held directly (includes shares acquired via the dividend reinvestment plan)
• 4,706.314 shares held jointly with his spouse
• 1,372 shares held indirectly through his spouse’s retirement account
• 405 unvested RSUs from the current award

No open-market purchase or sale price was disclosed, indicating the award is non-cash compensation and does not affect company liquidity. The filing reflects routine director equity compensation and results in a modest incremental increase in insider ownership without signaling a directional view on the stock.

Positive

• 405 RSU grant modestly increases insider ownership, enhancing director–shareholder alignment without cash outlay or immediate dilution.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine 405-share RSU grant; negligible dilution, neutral financial impact, mildly positive for director–shareholder alignment.

The Form 4 shows a standard equity award rather than an open-market transaction. Because the grant involves only 405 shares and vests within a year, it represents an immaterial fraction of Middlefield Banc Corp.’s outstanding shares (exact float not provided). There is no cash cost to the director and no immediate cash outflow from the company. Such awards are common governance practice aimed at aligning board members’ interests with shareholders. Investment implication: neutral to slightly positive; it neither changes the company’s financial profile nor provides directional insight into insider sentiment beyond continued board engagement.

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
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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^*

MCCASKEY JAMES J

(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)
06/27/2025

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								5,523.79(1)	D
Common Stock								4,706.314(1)	D(2)
Common Stock								1,372	I	held by spouse in retirement account

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(3)	(4)	06/27/2025		A		405		(3)	06/27/2026	Common Stock	405	(4)	405	D

Explanation of Responses:

1. Includes shares acquired under MBCN Dividend Reinvestment Plan

2. Includes shares held jointly with spouse.

3. Granted under the Director Compensation program for members of the Board of Directors of The Middlefield Banking Company. The award represents a grant of restricted stock units which vest upon the earlier of the one-year anniversary of the grant date or the date of the annual meeting of shareholders which occurs in the year following the year of the grant date. If the recipient ceases to be a member of the board of the directors of The Middlefield Banking Company for any reason other than death or disability prior to the vesting date, any unvested RSUs shall be forfeited. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient.

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

	/s/ James J. McCaskey by Julie E. Shaw Power of Attorney	07/01/2025
	** 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).
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FAQ

How many shares did MBCN director James J. McCaskey receive?

He was granted 405 restricted stock units on 06/27/2025.

When do the newly granted RSUs to James J. McCaskey vest?

The RSUs vest on the earlier of one year after the grant date or the next annual shareholders’ meeting.

What is James J. McCaskey’s total beneficial ownership in MBCN after this filing?

After the grant he beneficially owns 5,523.79 direct shares, 4,706.314 joint shares, 1,372 indirect shares, and 405 unvested RSUs.

Did the Form 4 disclose any open-market purchase or sale price?

No. The filing indicates the RSU grant was part of board compensation, with no cash consideration reported.

Does the RSU grant provide voting or dividend rights before vesting?

No. Until vesting, the RSUs confer no voting rights, no dividends, and no other shareholder rights.