Middlefield Banc Corp. Form 4 Shows 405 RSUs Granted to Director

Rhea-AI Filing Summary

Director Kevin A. DiGeronimo has filed a Form 4 disclosing a routine equity award from Middlefield Banc Corp. (MBCN). On 27 June 2025 he was granted 405 restricted stock units (RSUs) under the company’s Director Compensation Program. Each unit converts into one common share upon vesting, which will occur on the earlier of the one-year anniversary (27 June 2026) or the next annual shareholder meeting. No voting, dividend or other shareholder rights attach until vesting. After the transaction, the director holds 4,666 common shares directly and the newly issued 405 RSUs. The filing reflects compensation rather than an open-market purchase or sale, implying minimal immediate market impact.

Positive

• 405 RSU grant slightly increases the director’s equity exposure, aligning incentives with shareholder value.

Negative

• The disclosed award is routine compensation rather than an open-market purchase, limiting its signaling value and market impact.

Insights

Securities Analyst

TL;DR – Routine RSU grant; neutral market impact.

This Form 4 records a standard director compensation award of 405 RSUs to Kevin DiGeronimo. Because the units were granted, not purchased, the filing does not signal incremental cash investment or value judgment by the insider. The size is negligible relative to MBCN’s public float, and vesting is typical at one year or the next annual meeting. The director’s aggregate direct holding now totals 5,071 potential common shares (4,666 shares + 405 RSUs), modestly improving alignment with shareholders but providing no fresh information on operating performance or valuation. Overall the disclosure is administratively important yet financially immaterial.

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^*

DiGeronimo Kevin 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)

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								4,666	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(1)	(2)	06/27/2025		A		405		(1)	06/27/2026	Common Stock	405	(2)	405	D

Explanation of Responses:

1. 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 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.

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

	/s/ Kevin A. DiGeronimo 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

What did the Form 4 for MBCN report?

It reported that Director Kevin A. DiGeronimo received 405 restricted stock units on 27-Jun-2025.

How many Middlefield Banc shares does the director now own?

After the grant, he directly owns 4,666 common shares plus 405 unvested RSUs.

When will the 405 RSUs vest?

They vest on the earlier of 27-Jun-2026 or the next annual shareholder meeting.

Was there any open-market buying or selling?

No. The filing only shows an equity award; no shares were bought or sold in the market.

Does the award carry voting or dividend rights before vesting?

No. Until vesting, the RSUs confer no voting or dividend rights.