Middlefield Banc Corp (MBCN) EVP discloses stock grants and holdings

Rhea-AI Filing Summary

Middlefield Banc Corp executive Courtney M. Erminio, EVP/Chief Risk Officer, reported multiple equity transactions and awards in company stock. On 12/17/2025, she acquired 2,035 shares of common stock at $37 per share in one transaction and 2,204 shares at $37 per share in a second transaction, and disposed of 1,202 shares at $37 with transaction code “F.” After these trades, she directly owned 7,473.991 common shares and 150.525 shares were held jointly with her spouse.

The filing also shows derivative holdings through conditional stock awards. One award relates to 1,708 shares of common stock with an expiration date of 09/06/2027, and another relates to 2,828 shares with an expiration date of 01/14/2028, both held directly. Explanatory notes state that certain conditional stock and performance share unit award agreements were amended to accelerate restricted stock and performance share unit grants, and that these grants generally vest ratably over three years if Mrs. Erminio remains continuously employed. Each restricted stock unit represents the right to receive one share of common stock at settlement.

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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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)
12/17/2025

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	12/17/2025		A(1)		2,035	A	$37	6,471.991(3)	D
Common Stock	12/17/2025		A(2)		2,204	A	$37	8,675.991(3)	D
Common Stock	12/17/2025		F		1,202	D	$37	7,473.991(3)	D
Common Stock								150.525(3)	D(4)

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
Conditional Stock Award(5)	(7)							(5)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(6)	(7)							(6)	01/14/2028	Common Stock	2,828		2,828	D

Explanation of Responses:

1. Amendment of conditional stock award agreement resulting in acceleration of restricted stock grants. The restricted stock award was originally granted on March 10, 2023, and provides for vesting on the third anniversary of the award.

2. Amendment of performance share unit award agreement resulting in acceleration of performance share unit grants. The performance share unit award was originally granted on August 6, 2024, and provides for vesting in any earned performance share units upon the payment date, defined as within sixty days after December 31, 2026.

3. Includes shares acquired under MBCN Dividend Reinvestment Plan

4. Includes shares held jointly with spouse.

5. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mrs. Erminio remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. The details of the vesting conditions may be found in a Form 8-K dated September 4, 2024.

6. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mrs. Erminio remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. the details of the vesting conditions may be found in a Form 8-K dated January 17, 2025.

7. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

	/s/ Courtney M. Erminio by Julie E. Shaw Power of Attorney	12/18/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did MBCN executive Courtney M. Erminio report?

Courtney M. Erminio, EVP/Chief Risk Officer of Middlefield Banc Corp (MBCN), reported acquiring 2,035 shares and 2,204 shares of common stock at $37 per share on 12/17/2025, and disposing of 1,202 shares at $37 with transaction code “F.”

How many MBCN common shares does Courtney M. Erminio own after these transactions?

After the reported transactions, Courtney M. Erminio directly owned 7,473.991 shares of Middlefield Banc Corp common stock, and 150.525 additional shares were held jointly with her spouse.

What derivative (equity award) positions in MBCN stock does Courtney M. Erminio hold?

She holds conditional stock awards linked to 1,708 shares of common stock expiring on 09/06/2027 and 2,828 shares expiring on 01/14/2028, both shown as directly owned derivative securities.

What changes were made to Courtney M. Erminio’s MBCN equity awards?

The filing explains that certain conditional stock award and performance share unit award agreements were amended, resulting in the acceleration of restricted stock and performance share unit grants originally awarded on March 10, 2023 and August 6, 2024.

How do the MBCN restricted stock awards for Courtney M. Erminio vest?

The awards represent grants of restricted stock that vest ratably over a three-year period, provided that Mrs. Erminio remains continuously employed by Middlefield as of each vesting date. Until vesting, the awards confer no voting rights, dividend rights, or other shareholder rights.

What does each MBCN restricted stock unit represent for Courtney M. Erminio?

Each restricted stock unit reported for Middlefield Banc Corp represents the right to receive, at settlement, one share of common stock.