Middlefield Banc (MBCN) director’s 5,071-share disposition tied to merger

Rhea-AI Filing Summary

MIDDLEFIELD BANC CORP director Kevin A. DiGeronimo reported a non-cash disposition of 5,071 shares of common stock on March 2, 2026. The shares were disposed of in connection with the merger in which Middlefield Banc Corp merged with Farmers National Banc Corp under an Agreement and Plan of Merger dated October 22, 2025.

At the merger’s effective time, each outstanding share of Middlefield common stock was converted into the right to receive 2.6 shares of Farmers common stock. Following this transaction, DiGeronimo reported owning 0 shares of Middlefield common stock directly.

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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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^*

DiGeronimo Kevin 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)

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		5,071	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/ Kevin A. DiGeronimo 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).
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FAQ

What insider transaction did MBCN director Kevin A. DiGeronimo report?

Kevin A. DiGeronimo reported a disposition of 5,071 shares of Middlefield Banc Corp common stock. The transaction occurred on March 2, 2026, and was recorded as a disposition to the issuer in connection with the company’s merger into Farmers National Banc Corp.

How many MBCN shares did Kevin A. DiGeronimo dispose of in this Form 4?

He disposed of 5,071 shares of Middlefield Banc Corp common stock. The disposition was non-cash, tied to the merger with Farmers National Banc Corp, and left him with zero shares of Middlefield common stock directly owned after the merger’s effective time.

Why were Kevin A. DiGeronimo’s MBCN shares disposed of at no price?

The shares were disposed of pursuant to a merger Agreement and Plan of Merger with Farmers National Banc Corp. Each Middlefield share was converted into the right to receive 2.6 shares of Farmers common stock, so the Form 4 shows a zero cash price per share.

What exchange ratio applied to MBCN shares in the merger with Farmers National Banc Corp?

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 share-for-share exchange ratio is specified directly in the merger agreement footnote.

Does Kevin A. DiGeronimo still own MBCN shares after this Form 4 transaction?

After the reported disposition, he held zero shares of Middlefield Banc Corp common stock directly. His prior holdings were converted in the merger, and the Form 4 shows total shares following the transaction as 0.0000, reflecting the combination into Farmers National Banc Corp.