Middlefield (MBCN) director’s shares converted 2.6-for-1 in Farmers merger

Rhea-AI Filing Summary

Middlefield Banc Corp director reports share disposition tied to merger. Director Jennifer L. Moeller disposed of two blocks of Middlefield common stock, totaling 2,482.4481 and 2,213.7633 shares, in transactions coded as dispositions to the issuer. These occurred on March 2, 2026, when Middlefield merged with Farmers National Banc Corp under an Agreement and Plan of Merger dated October 22, 2025. Each share of Middlefield common stock outstanding immediately before the merger’s effective time was converted into the right to receive 2.6 shares of Farmers common stock.

Insights

Equity capital markets analyst

Director’s Form 4 reflects merger-driven share conversion, not open-market selling.

The transactions show Jennifer L. Moeller disposing of Middlefield Banc Corp common shares back to the issuer in connection with Middlefield’s merger into Farmers National Banc Corp. Both entries are coded as dispositions to the issuer at a stated price of $0.0000 per share, indicating a structural corporate event rather than trading.

The footnote explains that, at the merger’s effective time on March 2, 2026, each outstanding Middlefield share was converted into the right to receive 2.6 shares of Farmers common stock. This clarifies that Middlefield equity holders, including the director, transitioned into Farmers equity under a fixed exchange ratio rather than exiting into cash.

From an investor perspective, this Form 4 mainly documents how an insider’s Middlefield holdings were treated in the merger. Any valuation or ownership impact depends on the agreed 2.6-for-1 exchange into Farmers stock as of the closing date, which is governed by the merger agreement described in the footnote.

Insider Trade Summary

Net Seller: 4,696.2114 shares

Net Sell 2 txns

Insider Moeller Jennifer L

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	2,482.4481	$0.00	$0.00
Disposition	Common Stock	2,213.7633	$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.

FAQ

What insider transaction did MIDDLEFIELD BANC CORP (MBCN) report for Jennifer L. Moeller?

Jennifer L. Moeller reported disposing of Middlefield Banc Corp common shares in two issuer disposition transactions. These were related to Middlefield’s merger into Farmers National Banc Corp and reflect how her Middlefield shares were treated rather than an open-market sale.

How many MBCN shares were disposed of in Jennifer L. Moeller’s Form 4 filing?

The filing shows two dispositions of Middlefield Banc Corp common stock: 2,482.4481 shares and 2,213.7633 shares. Both are coded as dispositions to the issuer in connection with the merger, with zero shares reported as directly owned following these transactions.

What merger triggered the share disposition reported by MBCN director Jennifer L. Moeller?

The disposition arose from the merger between Middlefield Banc Corp and Farmers National Banc Corp. Under an Agreement and Plan of Merger dated October 22, 2025, Middlefield merged with and into Farmers on March 2, 2026, the transaction’s closing date.

What exchange ratio applied to MBCN shares in the Middlefield–Farmers merger?

Each share of Middlefield Banc Corp common stock outstanding immediately before the merger’s effective time was converted into the right to receive 2.6 shares of Farmers National Banc Corp common stock. This fixed 2.6-for-1 exchange ratio governed the equity conversion.

Did Jennifer L. Moeller receive cash for her MBCN shares in these transactions?

The reported transactions show a disposition to the issuer at a stated price of $0.0000 per share, tied to the merger. The footnote explains that each Middlefield share was converted into the right to receive 2.6 Farmers shares, indicating a stock-for-stock conversion rather than a cash sale.

What was the effective date of the MBCN merger affecting insider holdings?

The merger in which Middlefield Banc Corp merged with and into Farmers National Banc Corp closed on March 2, 2026. At the effective time on that date, each outstanding Middlefield common share was converted into the right to receive 2.6 shares of Farmers common stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/02/2026 - 07:08 AM Learn about SEC filing dates

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^*

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)
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		2,482.4481	D	(1)	0	D
Common Stock	03/02/2026		D		2,213.7633	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/ Jennifer L. Moeller 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.
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.