Middlefield Banc (NASDAQ: MBCN) CEO gains stock awards, delivers shares for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MIDDLEFIELD BANC CORP Chief Executive Officer Ronald Len Zimmerly Jr. reported several equity award events in common stock. On February 23, 2026, he acquired a total of 58,626 shares through grants and accelerated vesting of restricted stock units and performance share units at a reference price of $35.18 per share, following actions by the Middlefield Compensation Committee to fully vest outstanding plan share awards. In a related tax-withholding disposition, 24,671 shares were delivered to satisfy tax obligations, coded as a non-open-market transaction. After these changes, he directly owned 84,689.283 common shares, with an additional 8,786 shares held indirectly in an IRA.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Zimmerly Ronald Len Jr.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,520	$35.18	$159K
Grant/Award	Common Stock	4,576	$35.18	$161K
Grant/Award	Common Stock	19,500	$35.18	$686K
Grant/Award	Common Stock	30,030	$35.18	$1.06M
Tax Withholding	Common Stock	24,671	$35.18	$868K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 55,254.283 shares (Direct); Common Stock — 8,786 shares (Indirect, Held in IRA)

Footnotes (1)

Includes shares acquired under MBCN Dividend Reinvestment Plan The shares represent accelerated vesting of restricted stock units ("RSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving 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.The restricted stock award was originally granted on September 4, 2024, and provides for vesting on the third anniversary of the award. The shares represent accelerated vesting of RSUs resulting from Compensation Committee approval on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on January 17, 2025, and provides for vesting on the third anniversary of the award. The shares represent accelerated vesting of performance share units ("PSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the PSUs. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on September 4, 2024. The shares represent accelerated vesting of PSUs resulting from action of the Middlefield Compensation Committee on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on January 17, 2025.

Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 03:25 PM

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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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^*

Zimmerly Ronald Len Jr.

(Last)

(First)

(Middle)

15985 EAST HIGH STREET

(Street)

MIDDLEFIELD

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								8,786	I	Held in IRA
Common Stock	02/23/2026		A⁽²⁾		4,520	A	$35.18	55,254.283⁽¹⁾	D
Common Stock	02/23/2026		A⁽³⁾		4,576	A	$35.18	59,830.283⁽¹⁾	D
Common Stock	02/23/2026		A⁽⁴⁾		19,500	A	$35.18	79,330.283⁽¹⁾	D
Common Stock	02/23/2026		A⁽⁵⁾		30,030	A	$35.18	109,360.283⁽¹⁾	D
Common Stock	02/23/2026		F		24,671	D	$35.18	84,689.283⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes shares acquired under MBCN Dividend Reinvestment Plan

2. The shares represent accelerated vesting of restricted stock units ("RSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving 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.The restricted stock award was originally granted on September 4, 2024, and provides for vesting on the third anniversary of the award.

3. The shares represent accelerated vesting of RSUs resulting from Compensation Committee approval on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on January 17, 2025, and provides for vesting on the third anniversary of the award.

4. The shares represent accelerated vesting of performance share units ("PSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the PSUs. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on September 4, 2024.

5. The shares represent accelerated vesting of PSUs resulting from action of the Middlefield Compensation Committee on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on January 17, 2025.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did MBCN CEO Ronald Zimmerly report in this Form 4?

Ronald Zimmerly reported multiple equity award-related transactions in MBCN common stock. He acquired shares through accelerated vesting of RSUs and PSUs, and disposed of some shares to cover taxes, changing both his direct and indirect ownership positions.

How many MBCN shares did the CEO acquire through awards on February 23, 2026?

The CEO acquired 58,626 MBCN common shares through four non-derivative award transactions on February 23, 2026. These reflect accelerated vesting of restricted stock units and performance share units approved by the Middlefield Compensation Committee on the same date.

Why were 24,671 MBCN shares disposed of in this Form 4 filing?

The 24,671 MBCN shares were disposed of to satisfy tax obligations associated with the vested awards. The transaction is coded “F,” indicating payment of exercise price or tax liability by delivering securities, rather than an open-market sale for investment purposes.

What is Ronald Zimmerly’s direct ownership in MBCN after these transactions?

After these transactions, Ronald Zimmerly directly owned 84,689.283 MBCN common shares. This total reflects the combined effect of the award-related share acquisitions and the share disposition for tax withholding recorded on February 23, 2026.

Does the MBCN CEO hold any shares indirectly after these transactions?

Yes. In addition to his direct holdings, 8,786 MBCN common shares are held indirectly in an IRA. This indirect ownership is reported separately from his directly owned shares and did not show a specific new transaction in this Form 4 excerpt.

What triggered the accelerated vesting of MBCN RSUs and PSUs for the CEO?

Accelerated vesting resulted from Middlefield’s Compensation Committee approving full vesting of all outstanding plan share awards on February 23, 2026. This applied to both RSUs and PSUs previously granted under the company’s plans, leading to the reported award acquisitions.