Moeller Jennifer L 4
4 · MIDDLEFIELD BANC CORP · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Middlefield Banc (MBCN) Director Jennifer Moeller Converts Shares in Merger
What Happened Jennifer L. Moeller, a director of Middlefield Banc Corp. (MBCN), recorded two dispositions to the issuer on March 2, 2026 totaling 4,696.211 shares (2,482.448 and 2,213.763). The filing shows price = N/A because the shares were surrendered as part of a merger, not sold on the open market. Under the merger agreement, each Middlefield share was converted into the right to receive 2.6 shares of Farmers National Banc Corp., which would amount to roughly 12,210.15 Farmers shares in aggregate.
Key Details
- Transaction date: March 2, 2026. Price: N/A (disposition pursuant to merger).
- Shares surrendered: 2,482.448 and 2,213.763 (total 4,696.211 MBCN shares).
- Conversion: Exchange ratio = 2.6 Farmers shares per Middlefield share → ~12,210.15 Farmers shares received.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnote: Dispositions were pursuant to the Agreement and Plan of Merger dated Oct 22, 2025 (Middlefield merged into Farmers on the Closing Date).
- Filing timeliness: Reported with period/filing date 2026-03-02; no late-filing flag shown.
Context A "disposition to issuer" in this case reflects a corporate merger exchange, not an insider sale for cash. That means the insider exchanged Middlefield shares for Farmers stock per the agreed exchange ratio; the filing therefore does not by itself indicate a purchase or a sell decision by the director. The economic value received depends on Farmers’ share price at closing.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-02−2,482.448→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-03-02−2,213.763→ 0 total
Footnotes (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 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.