Middlefield Banc (MBCN) CEO reports restricted stock vesting and awards

Rhea-AI Filing Summary

Middlefield Banc Corp Chief Executive Officer and director Ronald L. Zimmerly Jr. reported equity compensation activity on January 14, 2026. He acquired 2,288 shares of common stock at $34.50 per share through the vesting of restricted stock granted on January 14, 2025, which vested on its first anniversary. On the same date, 758 shares were disposed of at $34.50 under code F, reflecting shares withheld to cover obligations associated with the vesting, leaving 50,734.283 common shares owned directly, plus 8,786 shares held indirectly in an IRA.

Zimmerly also reported derivative holdings in the form of conditional stock awards for 4,520 shares expiring on August 30, 2027 and 4,576 shares expiring on January 14, 2028. These restricted stock awards vest ratably over three years, require continued employment with Middlefield for each vesting date, and do not provide voting rights, dividends, or other shareholder rights until they vest. Each restricted stock unit represents the right to receive one share of common stock at settlement.

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^*

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)
01/14/2026

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	01/14/2026		A(1)		2,288	A	$34.5	51,492.283(2)	D
Common Stock	01/14/2026		F		758	D	$34.5	50,734.283(2)	D
Common Stock								8,786	I	Held in IRA

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)	(5)							(3)	08/30/2027	Common Stock	4,520		4,520	D
Conditional Stock Award(4)	(5)							(4)	01/14/2028	Common Stock	4,576		4,576	D

Explanation of Responses:

1. The acquisition represents the vesting of restricted stock granted to the reporting person on January 14, 2025. The shares vested on the first anniversary of the grant.

2. Includes shares acquired under MBCN Dividend Reinvestment Plan

3. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Zimmerly 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 8K filing dated September 4, 2024.

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Zimmerly 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 8K filing dated January 17, 2025.

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

	/s/ Ronald L. Zimmerly, Jr. by Julie E. Shaw Power of Attorney	01/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MBCN CEO Ronald L. Zimmerly Jr. report?

Ronald L. Zimmerly Jr. reported the vesting of 2,288 shares of Middlefield Banc Corp common stock on January 14, 2026, along with the disposal of 758 shares at $34.50 per share under transaction code F, typically reflecting shares withheld to cover obligations tied to the vesting.

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

After the January 14, 2026 transactions, Ronald L. Zimmerly Jr. directly owns 50,734.283 shares of Middlefield Banc Corp common stock and indirectly owns an additional 8,786 shares held in an IRA.

What is the nature of the vested shares reported by MBCN’s CEO?

The 2,288 shares acquired represent the vesting of restricted stock granted on January 14, 2025, which vested on the first anniversary of the grant and were valued at $34.50 per share at the time of the reported transaction.

What do the conditional stock awards reported by MBCN’s CEO represent?

The conditional stock awards represent restricted stock that vests ratably over three years, with awards tied to 4,520 shares and 4,576 shares of common stock. Vesting requires that Mr. Zimmerly remain continuously employed by Middlefield as of each vesting date.

Do the MBCN conditional stock awards provide voting or dividend rights before vesting?

No. Until the awards vest, they provide no voting rights, no right to dividends, and no other shareholder rights to the recipient. Each restricted stock unit gives the right to receive one share of common stock at settlement after vesting.

How are the CEO’s indirect MBCN holdings structured?

In addition to his direct holdings, Ronald L. Zimmerly Jr. reports 8,786 shares of Middlefield Banc Corp common stock held indirectly in an IRA, as disclosed in the Form 4 filing.