Middlefield EVP/CFO reports merger share disposition

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

Rhea-AI Filing Summary

Middlefield Banc Corp EVP/CFO Michael Ranttila reported dispositions of Middlefield common stock tied to the company’s merger into 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.

On that merger date, Ranttila reported issuer dispositions of 32,867.1 directly held common shares, plus 300 shares held in an IRA and 50 shares held as custodian for his grandson, all at a reported price of $0.00 per share.

Insider Trade Summary

Disposition: 33,217.1 shares

Disposition 3 txns

Insider RANTTILA MICHAEL

Role EVP/CFO

Type	Security	Shares	Price	Value
Disposition	Common Stock	50	$0.00	$0.00
Disposition	Common Stock	300	$0.00	$0.00
Disposition	Common Stock	32,867.1	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Indirect, as Custodian for Grandson); Common Stock — 0 shares (Indirect, held in IRA); Common Stock — 0 shares (Direct)

Holdings Before and After: Common Stock, 50 to 0 shares (Indirect, as Custodian for Grandson); Common Stock, 300 to 0 shares (Indirect, held in IRA); Common Stock, 32,867.1 to 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did MIDDLEFIELD BANC CORP (MBCN) report for EVP/CFO Michael Ranttila?

EVP/CFO Michael Ranttila reported disposing of Middlefield common stock back to the issuer. The transactions occurred in connection with Middlefield Banc Corp’s merger into Farmers National Banc Corp on March 2, 2026, under a previously signed merger agreement.

How many MBCN shares did Michael Ranttila dispose of in this Form 4 filing?

Michael Ranttila reported issuer dispositions of 32,867.1 directly held common shares, plus 300 shares held in an IRA and 50 shares held as custodian for his grandson. Each line shows a separate disposition at a reported price of $0.00 per share.

What was the reason for the MBCN share disposition reported by Michael Ranttila?

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

Were the MBCN shares held directly or indirectly by Michael Ranttila before the disposition?

Ranttila held 32,867.1 common shares directly and reported them as such. He also reported indirect ownership of 300 shares held in an IRA and 50 shares held as custodian for his grandson, all of which were disposed of to the issuer in the merger.

What does the transaction code "D" indicate in the MBCN Form 4 for Michael Ranttila?

The transaction code "D" in this Form 4 indicates a disposition to the issuer. The data labels these as issuer dispositions of Middlefield common stock, occurring when Middlefield Banc Corp merged with and into Farmers National Banc Corp on March 2, 2026.

At what price were Michael Ranttila’s MBCN shares disposed of in this Form 4?

Each reported disposition line shows a transaction price of $0.00 per share. This reflects that the shares were surrendered to the issuer as part of the merger mechanics, rather than sold in an open-market cash transaction at a stated share price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

RANTTILA MICHAEL

(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/CFO

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		50	D	(1)	0	I	as Custodian for Grandson
Common Stock	03/02/2026		D		300	D	(1)	0	I	held in IRA
Common Stock	03/02/2026		D		32,867.1	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.

	/s/ Michael C. Ranttila 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.
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