Erminio Courtney M 4

What Happened

• Erminio Courtney M, Executive Vice President and Chief Risk Officer of Middlefield Banc Corp., reported dispositions totaling 20,082.516 shares (150.525 + 19,931.991) on March 2, 2026.
• The filing lists the transactions as dispositions to the issuer in connection with Middlefield’s merger into Farmers National Banc Corp.; price per share and total cash value are marked N/A in the Form 4 and not reported in the filing.
• This was a corporate-transaction disposition (merger conversion), not an open-market sale driven by the insider.

Key Details

• Transaction date: March 2, 2026 (the date Middlefield merged into Farmers following the October 22, 2025 merger agreement).
• Transaction type/code: Disposition to issuer (D) — not an open-market sale; price listed as N/A in the filing.
• Shares disposed: 150.525 shares and 19,931.991 shares (total 20,082.516).
• Shares owned after transaction: Not specified in the provided filing details.
• Footnotes: F1 = includes shares held jointly with spouse; F2 = dispositions were made pursuant to the Agreement and Plan of Merger dated Oct 22, 2025 when Middlefield merged into Farmers.
• Filing timeliness: Reported on March 2, 2026 (same day), indicating a timely Form 4 filing.

Context

• Dispositions tied to a merger typically reflect the transaction mechanics (conversion, surrender, or cash-out under the merger agreement) rather than an insider’s independent decision to sell shares on the open market.
• For retail investors, such merger-related disposals are routine and should be interpreted differently than voluntary open-market sales; they don’t necessarily signal insider sentiment about the business post-merger.