Bevan Thomas W 4

What Happened Thomas W. Bevan, a director of Middlefield Banc Corp. (MBCN), reported two dispositions on March 2, 2026 totaling 53,088 Middlefield shares (26,558 + 26,530). These were dispositions to the issuer pursuant to the merger agreement with Farmers National Banc Corp., not open-market sales; the filing lists no cash price because each Middlefield share was converted into the right to receive 2.6 shares of Farmers common stock under the merger. That conversion equates to roughly 138,029 Farmers shares (53,088 × 2.6) before any fractional-share treatment per the agreement.

Key Details

• Transaction date: March 2, 2026 (Closing Date of the merger).
• Transaction type/code: Disposition to issuer (D); price listed as N/A because shares were converted in the merger.
• Shares surrendered: 26,558 and 26,530 (total 53,088 Middlefield shares).
• Conversion: Each Middlefield share converted into 2.6 shares of Farmers common stock (per merger agreement).
• Shares owned after transaction: Not specified on this Form 4 filing.
• Footnote: Disposition pursuant to the Agreement and Plan of Merger dated Oct 22, 2025 (see F1).
• Timeliness: Filing date and period of report are March 2, 2026 — filed on the transaction date (no late filing indicated).

Context This was a corporate-merger conversion, not an insider sale into the open market—so it reflects the merger exchange mechanics rather than a signal of trading intent. Fractional Farmers shares, if any, are typically handled according to the merger agreement (cash in lieu or rounding); the Form 4 does not show cash amounts. For investors, note this changes the insider’s holdings from Middlefield stock to an equivalent position in Farmers stock per the stated exchange ratio.