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Middlefield Banc (NASDAQ: MBCN) director gets RSU award vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Middlefield Banc Corp director Jennifer L. Moeller reported an equity award rather than an open-market trade. She acquired 405 shares of common stock on February 23, 2026 at a reported price of $35.18 per share through accelerated vesting of restricted stock units granted on June 27, 2025.

The Compensation Committee approved full vesting of all outstanding plan share awards, including these RSUs. Following the award, Moeller directly held a total of 2,482.4481 shares of Middlefield Banc common stock, which the filing notes includes shares acquired under the MBCN Dividend Reinvestment Plan.

Positive

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Insider Moeller Jennifer L
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 405 $35.18 $14K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 2,482.448 shares (Direct)
Footnotes (1)
  1. 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. Includes shares acquired under MBCN Dividend Reinvestment Plan
Form 4 Insider Transactions: What Each Field Means →
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
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*
Moeller Jennifer L
(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(1) 405 A $35.18 2,482.4481(2) D
Common Stock 2,213.7633(2) 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. 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.
2. Includes shares acquired under MBCN Dividend Reinvestment Plan
/s/ Jennifer L. Moeller 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.
* 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Middlefield Banc (MBCN) director Jennifer Moeller report on this Form 4?

Director Jennifer L. Moeller reported receiving additional Middlefield Banc common stock through an equity award, not an open-market purchase or sale. The filing records the vesting of previously granted restricted stock units and updates her directly owned share balance following this compensation-related transaction.

How many MBCN shares did Jennifer Moeller acquire and at what price per share?

Jennifer Moeller acquired 405 shares of Middlefield Banc common stock at a reported price of $35.18 per share. These shares came from accelerated vesting of restricted stock units, meaning they became fully hers under the company’s equity plan on the stated vesting date.

Was Jennifer Moeller’s MBCN transaction an open-market buy or a stock award vesting?

The transaction was a stock award vesting, not an open-market purchase. The shares represent accelerated vesting of restricted stock units granted on June 27, 2025, after approval by the Compensation Committee, as described in the Form 4 footnotes and referenced related Form 8-K filing.

What role did Middlefield Banc’s Compensation Committee play in this Form 4 event?

The Compensation Committee approved the full vesting of all outstanding plan share awards, including Jennifer Moeller’s restricted stock units, on February 23, 2026. That decision triggered the acquisition of 405 shares recorded in the Form 4 as a grant or award-related transaction.

How many Middlefield Banc (MBCN) shares does Jennifer Moeller own after this transaction?

After the vesting transaction, Jennifer Moeller directly owned 2,482.4481 shares of Middlefield Banc common stock. The filing notes that this total includes shares acquired through participation in the MBCN Dividend Reinvestment Plan, which automatically reinvests cash dividends into additional shares.

What does the Form 4 say about Middlefield Banc’s dividend reinvestment plan for Moeller’s holdings?

The Form 4 states that Moeller’s reported ownership total includes shares acquired under the MBCN Dividend Reinvestment Plan. This indicates that some of her shares were accumulated by automatically reinvesting cash dividends into additional Middlefield Banc common stock over time.