Middlefield Banc (MBCN) EVP discloses Form 4 insider stock transactions

Rhea-AI Filing Summary

Middlefield Banc Corp executive Rebecca A. Noblit, EVP-Chief Credit Officer, acquired 676 shares of common stock at $37 on December 17, 2025, increasing her direct holdings to 7,402 shares before tax withholding. On the same date, 193 shares were disposed of at $37, reflecting shares withheld for taxes, leaving her with 7,209 shares held directly. She also holds derivative awards in the form of restricted stock, including 1,708 shares scheduled to vest by September 6, 2027 and 2,900 shares scheduled to vest by January 14, 2028, each representing the right to receive one share of common stock upon settlement, subject to continued employment and other vesting conditions.

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^*

Noblit Rebecca A

(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 Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		A(1)		676	A	$37	7,402	D
Common Stock	12/17/2025		F		193	D	$37	7,209	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
Conditional Stock Award(3)	(4)							(3)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(2)	(4)							(2)	01/14/2028	Common Stock	2,900		2,900	D

Explanation of Responses:

1. Amendment of conditional stock award agreement resulting in acceleration of restricted stock grants. The restricted stock award was originally granted on March 10, 2023, and provides for vesting on the third anniversary of the award.

2. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Ms. Noblit remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. The details of the vesting conditions may be found in a Form 8-K filing dated January 17, 2025.

3. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Ms. Noblit remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. The details of the vesting conditions may be found in a Form 8-K filing dated September 4, 2024.

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

	/s/ Rebecca A. Noblit by Julie E. Shaw Power of Attorney	12/18/2025
	** 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

What insider transaction did MBCN executive Rebecca Noblit report?

Rebecca A. Noblit, EVP-Chief Credit Officer of Middlefield Banc Corp (MBCN), reported acquiring 676 shares of common stock at $37 on December 17, 2025.

How many MBCN shares does Rebecca Noblit own after the reported Form 4 transactions?

After the December 17, 2025 transactions, Rebecca Noblit directly beneficially owns 7,209 shares of Middlefield Banc Corp common stock.

Were any MBCN shares disposed of in Rebecca Noblit’s Form 4 filing?

Yes. On December 17, 2025, 193 shares of Middlefield Banc Corp common stock were disposed of at $37, corresponding to shares withheld, while 676 shares were acquired.

What restricted stock awards does Rebecca Noblit hold in MBCN?

Rebecca Noblit holds restricted stock awards covering 1,708 shares of common stock vesting by September 6, 2027 and 2,900 shares vesting by January 14, 2028, subject to vesting conditions.

How do the MBCN restricted stock awards for Rebecca Noblit vest?

The restricted stock awards vest ratably over a three-year period, provided Ms. Noblit remains continuously employed by Middlefield Banc Corp as of each vesting date.

What rights does Rebecca Noblit have before her MBCN restricted stock vests?

Until vesting, the restricted stock awards confer no voting rights, no dividend rights, and no other shareholder rights to Rebecca Noblit.

What does each restricted stock unit represent in Rebecca Noblit’s MBCN awards?

Each restricted stock unit in Rebecca Noblit’s awards represents the right to receive one share of Middlefield Banc Corp common stock at settlement.