[Form 4] Middlefield Banc Corp. Insider Trading Activity

Rhea-AI Filing Summary

NVR, Inc. (NYSE: NVR) filed an 8-K reporting a Board change under Item 5.02. Effective July 1, 2025, the Board appointed Michael J. DeVito as an independent director. His term runs until the 2026 Annual Meeting, after which he is eligible for re-election. Mr. DeVito was also named to the Board’s Compensation Committee.

Consistent with the company’s standard non-employee director program, Mr. DeVito will receive regular cash retainers and, upon appointment, was granted 342 non-qualified stock options under the NVR 2018 Equity Incentive Plan. The options were issued on the company’s customary form previously filed as Exhibit 10.2 (May 14 2018). No other compensatory arrangements were disclosed. A press release announcing the appointment is included as Exhibit 99.1.

• No other items, financial results or transactions were reported.
• The filing reiterates that Mr. DeVito meets New York Stock Exchange independence requirements.

Positive

• Adds an independent director, enhancing Board oversight and meeting NYSE independence criteria.
• Compensation Committee strengthened, supporting governance best practices.
• Minimal dilution: only 342 options granted, immaterial to share count.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Independent director addition modestly improves governance; limited direct financial impact.

NVR’s appointment of Michael J. DeVito strengthens Board independence and refreshes the Compensation Committee without altering capital structure in a material way. The modest grant of 342 stock options aligns interests yet is immaterial relative to NVR’s share count (<0.01%). For investors focused on governance, the move is incrementally positive, signaling continued Board renewal and adherence to NYSE independence standards. However, lacking operational or strategic disclosures, the announcement does not change the company’s near-term earnings outlook or risk profile.

Portfolio Manager

TL;DR: Governance refresh noted; event is neutral for valuation and cash-flow models.

From a portfolio perspective, a single director appointment rarely shifts intrinsic value unless tied to a broader strategy change. The 342-option grant represents negligible dilution, and no incremental expenses were quantified beyond standard director fees. Therefore, the filing is classified as non-impactful for earnings forecasts, credit metrics, or dividend capacity. Nonetheless, continuous Board refreshment can reduce long-term governance risk, a soft positive for ESG-minded investors.

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^*

Moeller Jennifer L

(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)
06/27/2025

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								2,077.4881(1)	D
Common Stock								2,213.7633(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Conditional Stock Award(2)	(3)	06/27/2025		A		405		(2)	06/27/2026	Common Stock	405	(3)	405	D

Explanation of Responses:

1. Includes shares acquired under MBCN Dividend Reinvestment Plan

2. Granted under the Director Compensation program for members of the Board of Directors of The Middlefield Banking Company. The award represents a grant of restricted stock units which vest upon the earlier of the one-year anniversary of the grant date or the date of the annual meeting of shareholders which occurs in the year following the year of the grant date. If the recipient ceases to be a member of the board of the directors of The Middlefield Banking Company for any reason other than death or disability prior to the vesting date, any unvested RSUs shall be forfeited. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient.

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

	/s/ Jennifer L. Moeller by Julie E. Shaw Power of Attorney	07/01/2025
	** 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

Who was appointed to NVR's Board on July 1, 2025?

NVR appointed Michael J. DeVito as an independent director effective July 1, 2025.

How long will Michael J. DeVito serve as NVR director?

He will serve until the 2026 Annual Meeting of Shareholders and until a successor is elected.

What committee will Michael J. DeVito join at NVR?

Mr. DeVito was appointed to the Board’s Compensation Committee.

What equity compensation did the new NVR director receive?

He received a grant of 342 non-qualified stock options under the 2018 Equity Incentive Plan.

Does the appointment affect NVR's financial outlook?

The filing contains no financial guidance or earnings data; the event is governance-related only.