Director at Middlefield Banc (NASDAQ: MBCN) gets 405-share grant

Rhea-AI Filing Summary

Middlefield Banc Corp director William J. Skidmore reported an equity award of 405 shares of common stock, labeled as a grant or award acquisition, at a reference price of $35.18 per share.

According to the footnotes, these shares reflect accelerated vesting of restricted stock units originally granted on June 27, 2025, after Middlefield’s compensation committee approved full vesting of all outstanding plan share awards, including these RSUs, on February 23, 2026.

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

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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^*

Skidmore William 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)
02/23/2026

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	02/23/2026		A(3)		405	A	$35.18	20,742.041(1)	D
Common Stock								2,013.359(1)	D(2)

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. Includes shares acquired under MBCN Dividend Reinvestment Plan

2. Includes shares held jointly with spouse.

3. The shares represent accelerated vesting of restricted stock units (RSUs) granted on June 27, 2025. On February 23, 2026, the Compensation Committee of Middlefield's Board of Directors approved the full vesting of all outstanding plan share awards, including the RSUs. For further information regarding the acceleration of the RSUs, please see the Form 8-k Current Report filed by Middlefield with the SEC on February 25, 2026.

	/s/ William J. Skidmore by Julie E. Shaw Power of Attorney	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did MBCN director William J. Skidmore report?

William J. Skidmore reported acquiring 405 shares of Middlefield Banc Corp common stock as a grant or award. The filing notes this reflects accelerated vesting of previously granted restricted stock units approved by the compensation committee on February 23, 2026.

How many MBCN shares were involved in William J. Skidmore’s Form 4 filing?

The Form 4 shows 405 shares of Middlefield Banc Corp common stock acquired in a single reported transaction. These shares represent the full vesting of restricted stock units that were originally granted on June 27, 2025, and later accelerated by the compensation committee.

What was the reported price for William J. Skidmore’s MBCN stock award?

The stock award for William J. Skidmore used a reference price of $35.18 per Middlefield Banc Corp share. This price is associated with the grant or award acquisition tied to the accelerated vesting of restricted stock units approved on February 23, 2026.

Why did William J. Skidmore’s MBCN restricted stock units vest early?

The restricted stock units vested early because Middlefield Banc Corp’s compensation committee approved full vesting of all outstanding plan share awards. This decision, effective February 23, 2026, included Skidmore’s RSUs that had originally been granted on June 27, 2025.

What plans or programs are referenced in William J. Skidmore’s MBCN filing?

Footnotes mention that some holdings include shares acquired under the MBCN Dividend Reinvestment Plan and shares held jointly with his spouse. They also specify that the reported 405-share award stems from accelerated vesting of plan-based restricted stock units granted in 2025.

Does the Skidmore Form 4 for MBCN indicate a buy or a grant?

The Form 4 describes the 405-share transaction as a grant, award, or other acquisition, not an open-market purchase. It reflects accelerated vesting of prior restricted stock unit awards rather than a discretionary buy of Middlefield Banc Corp shares in the market.