Middlefield Banc (MBCN) EVP disposes shares in completed merger

Rhea-AI Filing Summary

Middlefield Banc Corp executive Erminio Courtney M, EVP/Chief Risk Officer, reported a full disposition of his common stock in connection with a merger. On March 2, 2026, he disposed of a total of 20,082.516 common shares to the issuer at a stated price of $0.0000 per share, in two blocks of 150.525 and 19,931.991 shares. A footnote explains these shares, including those held jointly with his spouse, were disposed of pursuant to an Agreement and Plan of Merger under which Middlefield Banc Corp merged with and into Farmers National Banc Corp on March 2, 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Erminio Courtney M

Role EVP/Chief Risk Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	150.525	$0.00	--
Disposition	Common Stock	19,931.991	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. Includes shares held jointly with spouse. 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.

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

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^*

Erminio Courtney M

(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 Risk Officer

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		150.525	D	(2)	0	D(1)
Common Stock	03/02/2026		D		19,931.991	D	(2)	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. Includes shares held jointly with spouse.

2. 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.

	/s/ Courtney M. Erminio 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.

FAQ

What insider transaction did Middlefield Banc Corp (MBCN) report on this Form 4?

The Form 4 reports that EVP/Chief Risk Officer Erminio Courtney M disposed of all his Middlefield Banc Corp common shares. The shares were surrendered back to the issuer at a stated price of $0.0000 per share in connection with a completed merger transaction.

How many Middlefield Banc Corp (MBCN) shares did the executive dispose of?

Erminio Courtney M disposed of a total of 20,082.516 Middlefield Banc Corp common shares. The filing shows two separate dispositions: 150.525 shares and 19,931.991 shares, both recorded as direct ownership and coded as dispositions to the issuer.

Who is the insider involved in this Middlefield Banc Corp (MBCN) Form 4 filing?

The insider is Erminio Courtney M, who serves as Executive Vice President and Chief Risk Officer of Middlefield Banc Corp. The transactions reflect changes in his directly held common stock, including shares previously held jointly with his spouse, as noted in the footnotes.

Why were Middlefield Banc Corp (MBCN) shares disposed of in this filing?

The shares were disposed of pursuant to an Agreement and Plan of Merger between Middlefield Banc Corp and Farmers National Banc Corp. A footnote explains the disposition occurred when Middlefield merged with and into Farmers on March 2, 2026, triggering the issuer disposition.

What does the Form 4 transaction code 'D' mean for Middlefield Banc Corp (MBCN)?

In this Form 4, the transaction code “D” is described as a disposition to the issuer. It indicates the insider’s common shares were surrendered back to Middlefield Banc Corp, rather than sold on the open market, in connection with the merger completion.

Were any of the Middlefield Banc Corp (MBCN) shares held jointly before disposition?

Yes. A footnote states that the reported holdings included shares held jointly with the insider’s spouse. All such shares, along with his other directly held common stock, were disposed of to the issuer as part of the merger transaction with Farmers National Banc Corp.