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Director Voinovich (MBCN) gains 405 shares through accelerated RSU vesting

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

Rhea-AI Filing Summary

Middlefield Banc Corp director Michael C. Voinovich reported an equity award in company stock. On February 23, 2026, he acquired 405 shares of Middlefield Banc Corp common stock at $35.18 per share through a grant or similar award, bringing his directly held shares to 3,527.425.

According to the footnotes, these shares represent accelerated vesting of restricted stock units that were originally granted on June 27, 2025, after the Compensation Committee approved full vesting of all outstanding plan share awards on February 23, 2026. He also reports additional indirect holdings in various IRA and trust accounts.

Positive

  • None.

Negative

  • None.
Insider Voinovich Michael C
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 405 $35.18 $14K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,527.425 shares (Direct); Common Stock — 9,252.797 shares (Indirect, held in IRA)
Footnotes (1)
  1. Includes shares acquired under MBCN Dividend Reinvestment Plan 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.
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*
Voinovich Michael C
(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(2) 405 A $35.18 3,527.425(1) D
Common Stock 9,252.797(1) I held in IRA
Common Stock 768.78(1) I held in IRA
Common Stock 1,500 I held in IRA (McD)
Common Stock 2,402.104(1) I held in Roth IRA
Common Stock 8,965 I held in Rabbi Trust
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 acquired under MBCN Dividend Reinvestment Plan
2. 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.
/s/ Michael C. Voinovich 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 insider transaction did Middlefield Banc Corp (MBCN) director Michael C. Voinovich report?

Michael C. Voinovich reported acquiring 405 shares of Middlefield Banc Corp common stock at $35.18 per share. The acquisition reflects an equity grant or similar award, rather than an open-market purchase, and was tied to the accelerated vesting of restricted stock units.

How many Middlefield Banc Corp shares does Michael C. Voinovich hold directly after this Form 4?

After the reported award, Michael C. Voinovich directly holds 3,527.425 shares of Middlefield Banc Corp common stock. This figure reflects his updated direct ownership following the February 23, 2026 grant and the associated accelerated vesting of restricted stock units.

Was the Middlefield Banc Corp (MBCN) Form 4 transaction a stock option exercise or an RSU vesting?

The transaction reflects accelerated vesting of restricted stock units granted on June 27, 2025. On February 23, 2026, the Compensation Committee approved full vesting of all outstanding plan share awards, converting these RSUs into 405 shares of common stock.

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

The Compensation Committee approved full vesting of all outstanding plan share awards on February 23, 2026. This decision triggered acceleration of previously granted restricted stock units, resulting in the 405-share common stock award reported by director Michael C. Voinovich on the Form 4.

Does Michael C. Voinovich have indirect holdings of Middlefield Banc Corp (MBCN) shares?

Yes. In addition to directly held shares, he reports indirect ownership in several accounts, including IRAs, a Roth IRA, and a Rabbi Trust. These entries list total shares held in each account following the reported transactions and holdings update.

Are any of Michael C. Voinovich’s Middlefield Banc Corp shares from a dividend reinvestment plan?

A footnote states that reported holdings include shares acquired under the MBCN Dividend Reinvestment Plan. This indicates that some of the shares shown in his ownership records came from automatic reinvestment of dividends into additional Middlefield Banc Corp common stock.