Winters Sarah A 4

What Happened
Sarah A. Winters, Executive Vice President & CHRO of Middlefield Banc Corp., reported a disposition of 14,463 shares on March 2, 2026. The filing lists the transaction as a disposition to the issuer (code D) and does not report a per‑share price or total proceeds (N/A). This was not an open‑market sale but occurred pursuant to the companies' merger agreement.

Key Details

• Transaction date: 2026-03-02
• Transaction type/code: Disposition to issuer (D) — 14,463 shares disposed
• Price / proceeds: N/A (not specified in the filing)
• Shares owned after transaction: Not stated in this Form 4
• Footnote: Disposition pursuant to the Agreement and Plan of Merger dated October 22, 2025, when Middlefield merged with and into Farmers National Banc Corp. on March 2, 2026 (Footnote F1)
• Filing timeliness: Report filed on 2026-03-02 (same day as the transaction), indicating a timely report

Context
A "disposition to the issuer" in a merger typically reflects conversion, surrender, or cancellation of the target company's shares under the merger terms rather than a voluntary open‑market sale by the insider. The filing does not state the consideration received (e.g., cash or acquirer shares) or her post‑merger holdings. For retail investors, this type of insider report documents a corporate transaction outcome rather than revealing a trading signal based on the insider's personal view of the stock.