Middlefield Banc (MBCN) EVP reports Form 4 stock transactions details

Rhea-AI Filing Summary

Middlefield Banc Corp EVP and Chief Credit Officer Rebecca A. Noblit reported routine equity transactions in company stock. On January 14, 2026, she acquired 966 shares of common stock at $34.50 per share (transaction code A), reflecting the vesting of restricted stock granted on January 14, 2025. On the same date, she disposed of 327 shares at $34.50 per share (transaction code F), leaving her with 7,848 common shares held directly.

She also holds derivative awards labeled as conditional stock awards. One award covers 1,708 shares of common stock exercisable until September 6, 2027, and another covers 1,934 shares exercisable until January 14, 2028. Footnotes explain these restricted stock awards vest ratably over three years if she remains continuously employed, confer no voting or dividend rights until vesting, and each unit represents the right to receive one share of common stock at settlement.

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^*

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)
01/14/2026

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	01/14/2026		A(1)		966	A	$34.5	8,175	D
Common Stock	01/14/2026		F		327	D	$34.5	7,848	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(3)	(4)							(3)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(2)	(4)							(2)	01/14/2028	Common Stock	1,934		1,934	D

Explanation of Responses:

1. The acquisition represents the vesting of restricted stock granted to the reporting person on January 14, 2025. The shares vested on the first anniversary of the grant.

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. 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.

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

	/s/ Rebecca A. Noblit by Julie E. Shaw Power of Attorney	01/16/2026
	** 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 activity did MBCN EVP Rebecca Noblit report on this Form 4?

Rebecca A. Noblit, EVP-Chief Credit Officer of Middlefield Banc Corp (MBCN), reported the acquisition of 966 shares of common stock on January 14, 2026 at $34.50 per share, along with the disposition of 327 shares at the same price, as reflected in Table I of the filing.

How many Middlefield Banc (MBCN) shares does Rebecca Noblit hold after the reported transactions?

Following the reported transactions on January 14, 2026, Rebecca A. Noblit beneficially owns 7,848 shares of Middlefield Banc Corp common stock, held directly as shown in the Form 4.

What do the conditional stock awards reported by MBCN EVP Rebecca Noblit represent?

The conditional stock awards represent restricted stock that vests ratably over a three-year period if Ms. Noblit remains continuously employed by Middlefield as of each vesting date. Until vesting, the awards confer no voting rights, no dividend rights, and no other shareholder rights, and each unit represents the right to receive one share of common stock at settlement.

What are the sizes and key dates of the conditional stock awards held by MBCN EVP Rebecca Noblit?

Ms. Noblit holds two conditional stock awards: one linked to 1,708 shares of common stock with an exercisable period running to September 6, 2027, and another linked to 1,934 shares with an exercisable period running to January 14, 2028, as disclosed in Table II.

What is the source of the 966 shares acquired by MBCN EVP Rebecca Noblit?

According to the footnotes, the 966 shares acquired on January 14, 2026 represent the vesting of restricted stock that had been granted to Ms. Noblit on January 14, 2025, which vested on the first anniversary of the grant.

Do the restricted stock awards for MBCN EVP Rebecca Noblit carry voting or dividend rights before vesting?

No. The footnotes state that until the awards vest, they confer no right to vote, no right to dividends, and no other shareholder rights to Rebecca Noblit.