Middlefield Banc EVP increases stake through restricted stock vesting

Rhea-AI Filing Summary

Middlefield Banc Corp (MBCN) Form 4 filing – 8 Aug 2025: EVP-Chief Credit Officer Rebecca A. Noblit reported routine equity-compensation activity dated 6 Aug 2025. 853 restricted shares vested at $27.11 each (≈ $23,136). To cover tax withholding, 238 shares were automatically withheld and disposed of at the same price, for a net increase of 615 shares.

After the transactions Noblit directly owns 6,964 common shares. She also holds 4,608 unvested restricted stock units (2,900 expiring 14 Jan 2028 and 1,708 expiring 6 Sep 2027). No open-market purchases or sales occurred; the filing reflects standard vesting under previously disclosed awards, modestly enhancing insider equity exposure.

Positive

• Net addition of 615 shares to insider’s direct holdings signals continued personal stake in company performance.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; insider adds 615 net shares, minor positive alignment, no market-moving signal.

The Form 4 shows compensation-driven share accrual rather than discretionary buying. The ~$23k gross value and post-withholding net addition bring total direct holdings to 6,964 shares, still immaterial relative to MBCN’s 8 million share float. Absence of open-market activity limits informational value. Overall impact on valuation or sentiment is negligible, though continued equity ownership modestly aligns management with shareholders.

Corporate Governance Expert

TL;DR: Filing evidences adherence to equity plan; governance risk unchanged.

The Code A and Code F transactions comply with standard Rule 16 reporting and the bank’s long-term incentive program. Vesting schedules and forfeiture clauses encourage retention without granting voting or dividend rights pre-vesting, aligning with prevailing governance norms. No red flags such as aggressive selling or unusual derivatives were observed.

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

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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)
08/06/2025

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	08/06/2025		A(1)		853	A	$27.11	6,964	D
Common Stock	08/06/2025		F		238	D	$27.11	6,726	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)							(2)	01/14/2028	Common Stock	2,900		2,900	D
Conditional Stock Award(4)	(3)							(4)	09/06/2027	Common Stock	1,708		1,708	D

Explanation of Responses:

1. The acquisition represents the vesting of restricted stock granted to the reporting person on August 6, 2024. The shares vested on the first anniversary of the grant date.

2. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Ms. Noblit 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 details of the vesting conditions may be found in a Form 8-K filing dated January 17, 2025.

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

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Ms. Noblit 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 details of the vesting conditions may be found in a Form 8-K filing dated September 4, 2024.

	/s/ Rebecca A. Noblit by Julie E. Shaw Power of Attorney	08/07/2025
	** 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

What did MBCN insider Rebecca Noblit report in the latest Form 4?

She reported the vesting of 853 restricted shares and withholding of 238 shares for taxes, netting 615 additional shares.

How many Middlefield Banc Corp shares does Noblit now own?

After the transaction she directly owns 6,964 common shares and 4,608 unvested RSUs.

Was there any open-market purchase or sale by the insider?

No. All activity stemmed from scheduled vesting and tax withholding, not discretionary trading.

What was the share price used in the Form 4 transactions?

Both acquisition and disposition were recorded at $27.11 per share.

Do the RSUs carry voting or dividend rights before vesting?

No. The awards confer no voting, dividend, or other shareholder rights until vesting, per the filing’s footnotes.