Moeller Jennifer L 4

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.