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Middlefield Banc (MBCN) executive gains shares on award vesting

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(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Middlefield Banc Corp executive Rebecca A. Noblit reported equity award activity involving company common stock. On February 23, 2026, she acquired four blocks of shares (1,708, 1,934, 7,203 and 8,154) through accelerated vesting of restricted and performance share awards approved by the Compensation Committee.

Award vesting increased her direct holdings, while 5,420 shares were disposed of the same day to cover tax obligations through share withholding rather than an open-market sale. Footnotes explain that the vesting acceleration applied to outstanding RSUs and PSUs granted in 2024 and 2025 under existing incentive plans.

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Insider Noblit Rebecca A
Role EVP-Chief Credit Officer
Type Security Shares Price Value
Grant/Award Common Stock 1,708 $35.18 $60K
Grant/Award Common Stock 1,934 $35.18 $68K
Grant/Award Common Stock 7,203 $35.18 $253K
Grant/Award Common Stock 8,154 $35.18 $287K
Tax Withholding Common Stock 5,420 $35.18 $191K
Holdings After Transaction: Common Stock — 9,556 shares (Direct)
Footnotes (1)
  1. 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 →
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*
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)
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) 1,708 A $35.18 9,556 D
Common Stock 02/23/2026 A(2) 1,934 A $35.18 11,490 D
Common Stock 02/23/2026 A(3) 7,203 A $35.18 18,693 D
Common Stock 02/23/2026 A(4) 8,154 A $35.18 26,847 D
Common Stock 02/23/2026 F 5,420 D $35.18 21,427 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") 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.
2. 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.
3. 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.
4. 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/ Rebecca A. Noblit 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 insider transactions did MBCN executive Rebecca A. Noblit report?

Rebecca A. Noblit reported multiple equity award transactions involving Middlefield Banc Corp common stock. She received four separate share awards through accelerated vesting of restricted and performance-based units, and a portion of shares was withheld to satisfy tax obligations rather than sold on the market.

How many Middlefield Banc (MBCN) shares did the executive acquire and dispose?

Noblit acquired share awards of 1,708, 1,934, 7,203 and 8,154 common shares through vesting on February 23, 2026. On the same date, 5,420 shares were disposed of to pay taxes via share withholding, a non-market transaction typically used to cover tax liabilities.

What triggered the accelerated vesting of MBCN RSUs and PSUs?

The accelerated vesting resulted from action by the Middlefield Compensation Committee on February 23, 2026. The committee approved full vesting of all outstanding plan share awards, including RSUs and PSUs, converting these awards into common shares earlier than their original multi-year vesting schedules.

Which prior grants are tied to the MBCN accelerated vesting for the executive?

Footnotes state that accelerated vesting covered RSUs and PSUs originally granted on September 4, 2024 and January 17, 2025. These awards were initially scheduled to vest on their respective third anniversaries before the Compensation Committee approved earlier full vesting.

How did the MBCN equity awards affect Rebecca Noblit’s share ownership?

The accelerated vesting transactions increased Noblit’s direct ownership of Middlefield Banc Corp common stock by converting RSUs and PSUs into shares. Although some shares were withheld for taxes, her reported post-transaction balances indicate a higher overall shareholding after the awards vested.