MIDDLEFIELD BANC CORP·4

Mar 2, 7:09 AM ET

Jones Kenneth E 4

Research Summary

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Middlefield Banc (MBCN) Director Kenneth Jones Disposes Shares in Merger

What Happened
Director Kenneth E. Jones reported dispositions to the issuer on March 2, 2026: 17,725.480 and 2,153.668 shares of Middlefield Banc Corp. (total 19,879.148 MBCN shares) were disposed. These were not open‑market sales — they were converted under the merger with Farmers National Banc Corp. Each Middlefield share converted into the right to receive 2.6 shares of Farmers common stock, so the disposed Middlefield shares converted into approximately 51,685.785 Farmers shares (17,725.480 × 2.6 = 46,086.248; 2,153.668 × 2.6 = 5,599.537). No per‑share cash price was reported (N/A).

Key Details

  • Transaction date: March 2, 2026 (the Merger Closing Date).
  • Transaction type/code: Disposition to issuer (D) pursuant to merger agreement; price reported as N/A because this was a stock‑for‑stock conversion.
  • Shares disposed: 17,725.480 and 2,153.668 MBCN shares (total 19,879.148).
  • Conversion: Exchange ratio 2.6 MBCN → 1 Farmers share (total ≈ 51,685.785 Farmers shares).
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Footnote: Dispositions made pursuant to the Agreement and Plan of Merger dated Oct 22, 2025 (footnote F1).
  • Timeliness: Filing shows Period of Report and Filing Date as March 2, 2026 — the report appears timely.

Context
This was an automatic, merger‑related conversion of Middlefield shares into Farmers stock — not an insider cash sale. Such “dispositions to issuer” in the context of a merger simply reflect the mechanics of the transaction and do not necessarily indicate the director’s view of the company.