MCCASKEY JAMES J 4

What Happened James J. McCaskey, a director of Middlefield Banc Corp. (MBCN), reported three dispositions to the issuer on 2026-03-02 totaling 12,007.104 shares (5,928.79; 4,706.314; and 1,372 shares). The Form 4 lists these as dispositions (D) with no per-share price or cash value shown (N/A). Per the filing, the dispositions were made pursuant to the Agreement and Plan of Merger dated October 22, 2025, under which each outstanding Middlefield share was converted into the right to receive 2.6 shares of Farmers National Banc Corp. common stock.

Key Details

• Transaction date: March 2, 2026 (Closing Date of the merger).
• Disposed shares: 5,928.79; 4,706.314; and 1,372 — total 12,007.104 MBCN shares.
• Price / value: Not reported on Form 4 (N/A); conversion was in-kind under the merger, not an open-market cash sale.
• Conversion ratio: 2.6 Farmers shares per Middlefield share — these 12,007.104 MBCN shares equate to 31,218.4704 Farmers shares.
• Footnotes: F1 indicates some shares were held jointly with spouse; F2 explains the dispositions were pursuant to the merger agreement.
• Filing timeliness: Report filed on 2026-03-02 for transactions on 2026-03-02 — appears to be timely.

Context This transaction reflects a merger-driven conversion of Middlefield shares into Farmers shares rather than a traditional insider sale for cash. Such merger-related dispositions are routine corporate actions and do not by themselves indicate the insider’s view of the combined company's prospects.