Middlefield Banc Corp (MBCN) EVP disposes 14,463 shares in merger

Rhea-AI Filing Summary

Middlefield Banc Corp EVP/CHRO Sarah A. Winters reported the disposition of 14,463 shares of Middlefield common stock on March 2, 2026. The shares were transferred back to the issuer at $0.00 per share, pursuant to an Agreement and Plan of Merger dated October 22, 2025, when Middlefield merged with and into Farmers National Banc Corp. Following this transaction, Winters held 0 shares of Middlefield common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Winters Sarah A

Role EVP/CHRO

Type	Security	Shares	Price	Value
Disposition	Common Stock	14,463	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. [object Object]

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

X

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^*

Winters Sarah 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/CHRO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		D		14,463	D	(1)	0	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. Disposed of pursuant to the Agreement and Plan of Merger, dated October 22, 2025 (the "Agreement"), by and between Middlefield Banc Corp. ("Middlefield") and Farmers National Banc Corp. ("Farmers"), pursuant when Middlefield merged with and into Farmers on March 2, 2026.

	/s/ Sarah A. Winters by Julie E. Shaw Power of Attorney	03/02/2026
	** 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.

FAQ

What insider transaction did Sarah A. Winters report for MBCN?

Sarah A. Winters reported disposing of 14,463 shares of Middlefield Banc Corp common stock. The shares were transferred back to the issuer at $0.00 per share in connection with a merger agreement under which Middlefield merged into Farmers National Banc Corp.

When did the reported MBCN insider transaction by Sarah A. Winters occur?

The reported insider transaction occurred on March 2, 2026. On that date, Sarah A. Winters disposed of 14,463 shares of Middlefield common stock to the issuer, tied to the completion of the merger with Farmers National Banc Corp.

What was the price per share in Sarah A. Winters’ MBCN disposition?

The disposition was reported at $0.00 per share. This zero-price entry reflects that the shares were surrendered to the issuer pursuant to a merger agreement, rather than sold in an open-market transaction, as Middlefield Banc Corp merged with Farmers National Banc Corp.

How many MBCN shares did Sarah A. Winters hold after the transaction?

After the reported transaction, Sarah A. Winters held 0 shares of Middlefield Banc Corp common stock. The Form 4 shows that all 14,463 directly held shares were disposed of to the issuer in connection with the merger into Farmers National Banc Corp.

Why were Sarah A. Winters’ MBCN shares disposed of to the issuer?

The shares were disposed of pursuant to an Agreement and Plan of Merger dated October 22, 2025. Under this agreement, Middlefield Banc Corp merged with and into Farmers National Banc Corp on March 2, 2026, triggering the share disposition.