Voinovich Michael C 4

What Happened
Michael C. Voinovich, a director of Middlefield Banc Corp., reported multiple dispositions (code D) on March 2, 2026 that together total 26,416.106 shares of Middlefield common stock. The transactions were not open-market sales for cash; they were dispositions to the issuer pursuant to the Agreement and Plan of Merger between Middlefield and Farmers National Banc Corp. Under the merger each Middlefield share was converted into the right to receive 2.6 shares of Farmers common stock (results in ~68,681.876 Farmers shares).

Key Details

• Transaction date: March 2, 2026. Transaction code: D (disposition to issuer). Report filed the same day (timely).
• Individual dispositions reported: 3,527.425; 9,252.797; 768.78; 1,500; 2,402.104; and 8,965 shares (total 26,416.106). All prices shown as N/A on the Form 4.
• Shares owned after the transaction: not disclosed on this Form 4.
• Footnote: Dispositions were made pursuant to the Merger Agreement dated October 22, 2025; the merger closed (Effective Time) on March 2, 2026 and the exchange ratio was 2.6 shares of Farmers common stock per Middlefield share.
• Filing timeliness: report lists the same date as the transaction (no late filing indicated).

Context
This reporting reflects a merger-related conversion of Middlefield shares into Farmers stock, not a market sale; such dispositions are routine in stock-for-stock mergers and do not by themselves indicate the insider’s view of the combined company. If you want a dollar-value estimate, look up Farmers’ closing price on March 2, 2026 and multiply by the converted share amount (~68,682 Farmers shares).