Middlefield Banc director awarded 405 shares

Middlefield Banc Corp director Carolyn J. Turk reported an equity award rather than an open-market trade.

Rhea-AI Filing Summary

Middlefield Banc Corp director Carolyn J. Turk reported an equity award rather than an open-market trade. She acquired 405 shares of common stock on February 23, 2026 through accelerated vesting of restricted stock units at a reference price of $35.18 per share. Following this grant, her directly held stake increased to 32,560 common shares. The footnote explains that Middlefield’s Compensation Committee approved full vesting of all outstanding plan share awards, including these RSUs, on the same date, as further detailed in a related Form 8-K.

Insider Trade Summary

Grant/Award: 405 shares

Grant/Award 1 txn

Insider TURK CAROLYN J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	405	$35.18	$14K

Holdings After Transaction: Common Stock — 32,560 shares (Direct)

Footnotes (1)

1. F1. The shares represent accelerated vesting of restricted stock units (RSUs) granted on June 27, 2025. On February 23, 2026, the Compensation Committee of Middlefield's Board of Directors approved 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Carolyn J. Turk report at MBCN?

Carolyn J. Turk reported acquiring 405 shares of Middlefield Banc Corp common stock. The acquisition came from accelerated vesting of restricted stock units approved by the Compensation Committee, rather than an open-market purchase, and increased her directly held stake to 32,560 shares.

Was the Middlefield Banc (MBCN) Form 4 a stock purchase or an award?

The Middlefield Banc Corp Form 4 reflects a stock award, not a market purchase. A total of 405 shares vested from previously granted RSUs after the Compensation Committee approved full vesting of all outstanding plan share awards on February 23, 2026.

How many Middlefield Banc shares does Carolyn J. Turk own after this Form 4?

After the reported transaction, Carolyn J. Turk directly owns 32,560 Middlefield Banc Corp common shares. This increased position includes the 405 shares acquired through accelerated vesting of restricted stock units granted under the company’s equity compensation plan.

What price per share is shown in the MBCN insider award to Carolyn J. Turk?

The filing shows a reference price of $35.18 per share for the 405 vested shares. This reflects the value used in the Form 4 for the restricted stock unit award, not an executed open-market transaction price on an exchange.

What triggered the accelerated vesting of MBCN restricted stock units?

Accelerated vesting occurred when Middlefield’s Compensation Committee approved full vesting of all outstanding plan share awards on February 23, 2026. This decision caused previously granted restricted stock units, including those held by Carolyn J. Turk, to become fully vested into common shares.

Where can investors find more details about MBCN’s RSU acceleration?

More details are available in a Form 8-K Current Report filed by Middlefield Banc Corp on February 25, 2026. That report provides additional information about the Compensation Committee’s decision to accelerate vesting of all outstanding restricted stock unit and plan share awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/25/2026 - 04:28 PM EST Learn about SEC filing dates

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^*

TURK CAROLYN 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)
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)		405	A	$35.18	32,560	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) granted on June 27, 2025. On February 23, 2026, the Compensation Committee of Middlefield's Board of Directors approved 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.

	/s/ Carolyn J. Turk 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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