Director disposes 32,560 MBCN shares in Farmers merger conversion

Rhea-AI Filing Summary

Middlefield Banc Corp director reports merger-related share disposition

Director Carolyn J. Turk reported disposing of 32,560 shares of Middlefield Banc Corp common stock in a transaction coded as a disposition to the issuer. This occurred on March 2, 2026, when Middlefield merged with and into Farmers National Banc Corp.

Under the merger agreement dated October 22, 2025, each Middlefield share outstanding immediately before the effective time of the merger was converted into the right to receive 2.6 shares of Farmers common stock, so Turk’s disposition reflects conversion of her Middlefield holdings into Farmers shares, rather than an open-market sale.

Insider Trade Summary

Net Seller: 32,560 shares

Net Sell 1 txn

Insider TURK CAROLYN J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	32,560	$0.00	$0.00

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

Footnotes (1)

1. F1. 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 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/02/2026 - 07:12 AM Learn about SEC filing dates

FAQ

What insider transaction did MBCN director Carolyn J. Turk report?

Carolyn J. Turk reported disposing of 32,560 shares of Middlefield Banc Corp common stock. The transaction was coded as a disposition to the issuer and occurred in connection with Middlefield’s merger into Farmers National Banc Corp on March 2, 2026.

Was Carolyn J. Turk’s MBCN share disposition an open-market sale?

No, the disposition was not an open-market sale. It was coded as a disposition to the issuer and resulted from Middlefield Banc Corp’s merger into Farmers National Banc Corp, where Middlefield shares were converted into the right to receive Farmers common stock.

How many MBCN shares did Carolyn J. Turk hold after the transaction?

After the transaction, Carolyn J. Turk reported holding zero shares of Middlefield Banc Corp common stock. Her prior 32,560 shares were converted under the merger terms into the right to receive Farmers National Banc Corp shares at the specified exchange ratio.

What were the merger terms affecting MBCN common shareholders?

Each issued and outstanding share of Middlefield Banc Corp common stock immediately before the effective time of the merger was converted into the right to receive 2.6 shares of Farmers National Banc Corp common stock, subject to limited exceptions for certain shares held by Middlefield or Farmers.

On what date did the MBCN and Farmers National Banc Corp merger close?

The merger between Middlefield Banc Corp and Farmers National Banc Corp closed on March 2, 2026. That closing date is when Middlefield merged into Farmers and when the common stock conversion and related insider dispositions, including Carolyn J. Turk’s, were effected.

What agreement governed the MBCN share conversion into Farmers stock?

The conversion was governed by the Agreement and Plan of Merger dated October 22, 2025, between Middlefield Banc Corp and Farmers National Banc Corp. This agreement set the 2.6-to-1 exchange ratio for converting Middlefield common shares into the right to receive Farmers common stock.

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^*

TURK CAROLYN J

(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)
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		32,560	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 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.

	/s/ Carolyn J. Turk 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.
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