MIDDLEFIELD BANC CORP — Director's Dealing 2025

Mar 3, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEFIELD BANC CORP (MBCN)
CIK: 0000836147
Period of Report: 2025-02-23

Reporting Person: RANTTILA MICHAEL (EVP/CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-23	Common Stock	A	1628	$24.57	Acquired	5663.10	Direct
2025-02-23	Common Stock	F	560	$24.57	Disposed	5103.10	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50	Indirect
Common Stock	300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Conditional Stock Award	$27.4000	2026-03-10	Common Stock (2846)	2846	Direct
Conditional Stock Award	$	2027-08-30	Common Stock (4520)	4520	Direct
Conditional Stock Award	$	2028-01-14	Common Stock (4433)	4433	Direct

Footnotes

F1: Acquisition represents the vesting of performance shares awarded to the reporting person on February 23, 2022, which vested on the third anniversary of their grant date based upon the Company's total shareholder return.

F2: Includes shares acquired under MBCN Dividend Reinvestment Plan

F3: The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Ranttila 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.

F4: Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8K filing dated March 17, 2023.

F5: The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Ranttila 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 filing dated January 17, 2025.

F6: Each restricted stock unit represents the right to receive, at settlement, one share of common stock.