DiGeronimo Kevin A 4

What Happened
Kevin A. DiGeronimo, a director of Middlefield Banc Corp., reported a disposition of 5,071 shares of Middlefield common stock on March 2, 2026. The filing shows a "Disposition to the issuer" (code D) with no cash sale price reported because the shares were converted under the merger agreement into the right to receive Farmers National Banc Corp. common stock at an exchange ratio of 2.6 Farmers shares per Middlefield share.

Key Details

• Transaction date / effective date: March 2, 2026 (Closing Date of the merger).
• Transaction type: Disposition to issuer (D) pursuant to the Agreement and Plan of Merger dated October 22, 2025.
• Shares disposed: 5,071 Middlefield shares; converted into the right to receive 5,071 × 2.6 = 13,184.6 Farmers shares (actual settlement may adjust fractional shares).
• Price / value: N/A in the Form 4 (conversion into issuer stock rather than an open-market cash sale).
• Shares owned after transaction: Not reported in this filing.
• Filing timeliness: Report filed with period and filing date of March 2, 2026 (no late filing indicated).
• Footnote: Disposition effected solely as part of the merger; see Agreement and Plan of Merger (Oct 22, 2025) for conversion mechanics.

Context
This was not an open-market sale but a merger-related conversion: each outstanding Middlefield share (other than certain excluded shares) was converted into the right to receive 2.6 Farmers shares at the Effective Time. That means the reported disposition reflects corporate action (merger exchange), not a director-initiated market sale—so it does not directly signal the insider buying or selling based on valuation.