Middlefield (NASDAQ: MBCN) CEO logs share disposition tied to Farmers merger

Rhea-AI Filing Summary

Middlefield Banc Corp Chief Executive Officer Ronald Len Zimmerly Jr. reported the disposition of Middlefield common stock to the issuer in connection with the company’s merger into Farmers National Banc Corp. on March 2, 2026. The filing shows an issuer disposition of 8,786 shares of common stock held indirectly in an IRA and 84,689.283 shares held directly, both at a stated price of $0.00 per share under an Agreement and Plan of Merger dated October 22, 2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zimmerly Ronald Len Jr.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	8,786	$0.00	--
Disposition	Common Stock	84,689.283	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, Held in IRA); Common Stock — 0 shares (Direct)

Footnotes (1)

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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

OMB APPROVAL

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

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^*

Zimmerly Ronald Len Jr.

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		8,786	D	(1)	0	I	Held in IRA
Common Stock	03/02/2026		D		84,689.283	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.

	/s/ Ronald L. Zimmerly, Jr. 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.
* 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.

FAQ

What insider transaction did MBCN’s CEO report on this Form 4?

MBCN’s CEO Ronald Len Zimmerly Jr. reported dispositions of Middlefield common stock back to the issuer. The transactions were tied to Middlefield’s merger into Farmers National Banc Corp., rather than open-market trading, and were recorded at a stated price of $0.00 per share.

How many Middlefield Banc Corp (MBCN) shares were disposed of in the filing?

The Form 4 reports issuer dispositions of 8,786 Middlefield common shares held indirectly in an IRA and 84,689.283 shares held directly. After these transactions, the reported holdings for each respective line item were shown as zero shares following the transaction date of March 2, 2026.

Was the MBCN CEO’s Form 4 transaction a market sale of shares?

No, the Form 4 describes issuer dispositions at a stated price of $0.00 per share. A footnote explains the shares were disposed of pursuant to an Agreement and Plan of Merger when Middlefield Banc Corp merged with and into Farmers National Banc Corp on March 2, 2026.

What role did the Farmers National Banc Corp merger play in this MBCN Form 4?

The merger with Farmers National Banc Corp triggered the reported share dispositions. A footnote states the common stock was disposed of pursuant to an Agreement and Plan of Merger dated October 22, 2025, when Middlefield Banc Corp merged with and into Farmers on March 2, 2026.

How were direct and indirect MBCN share holdings treated in the CEO’s Form 4?

The Form 4 separates indirect and direct ownership. It shows 8,786 shares indirectly held in an IRA and 84,689.283 shares held directly as being disposed of to the issuer, with each line indicating zero shares remaining following the March 2, 2026 transaction date linked to the merger.