[Form 4] MIDDLEFIELD BANC CORP Insider Trading Activity

Rhea-AI Filing Summary

Middlefield Banc Corp executive Michael L. Cheravitch, EVP-Chief Banking Officer, reported equity transactions in company stock. On December 17, 2025, he acquired 5,204 shares of common stock at $37 per share and had 1,514 shares withheld or disposed of at the same price, leaving him with 4,295 directly owned shares of common stock.

He also holds several conditional stock awards that can convert into common shares if service and vesting conditions are met, including awards tied to 2,300, 1,708, and 2,630 shares with vesting schedules extending to late 2025 and into 2028. Some awards relate to performance share units and restricted stock that require continued employment and do not carry voting or dividend rights until vested.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Cheravitch Michael L

Role EVP-Chief Banking Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,204	$37.00	$193K
Tax Withholding	Common Stock	1,514	$37.00	$56K
holding	Conditional Stock Award	--	--	--
holding	Conditional Stock Award	--	--	--
holding	Conditional Stock Award	--	--	--

Holdings After Transaction: Common Stock — 5,809 shares (Direct); Conditional Stock Award — 2,300 shares (Direct)

Footnotes (1)

1. Amendment of performance share unit award agreement resulting in acceleration of performance share unit grants. The details of the accelerated performance share unit grants may be found in a Form 8-K filed December 12, 2025. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Cheravitch 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 vesting details may be found on a Form 8-K filed September 4, 2024. The award represents a grant of restricted stock which vests on December 31, 2025, if the executive's service continues through that 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 award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Cheravitch 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 vesting details may be found on a Form 8-K filed January 17, 2025. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

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
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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^*

Cheravitch Michael 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-Chief Banking 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)		5,204	A	$37	5,809	D
Common Stock	12/17/2025		F		1,514	D	$37	4,295	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)	$30							(3)	12/31/2025	Common Stock	2,300		2,300	D
Conditional Stock Award(2)	(5)							(2)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(4)	(5)							(4)	01/14/2028	Common Stock	2,630		2,630	D

Explanation of Responses:

1. Amendment of performance share unit award agreement resulting in acceleration of performance share unit grants. The details of the accelerated performance share unit grants may be found in a Form 8-K filed December 12, 2025.

2. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Cheravitch 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 vesting details may be found on a Form 8-K filed September 4, 2024.

3. The award represents a grant of restricted stock which vests on December 31, 2025, if the executive's service continues through that date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient.

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Cheravitch 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 vesting details may be found on a Form 8-K filed January 17, 2025.

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

	/s/ Michael L. Cheravitch by Julie E. Shaw Power of Attorney	12/18/2025
	** Signature of Reporting Person	Date
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