Skidmore William J 4

What Happened

• William J. Skidmore, a director of Middlefield Banc Corp., reported two dispositions on March 2, 2026 totaling 22,755.400 shares of Middlefield common stock (20,742.041 and 2,013.359 shares). The Form 4 shows these as dispositions to the issuer (code D) with no per-share price reported.
• Per the merger agreement between Middlefield and Farmers National Banc Corp. (effective March 2, 2026), each Middlefield share converted into the right to receive 2.6 shares of Farmers common stock. That conversion yields 22,755.4 × 2.6 = 59,164.04 Farmers shares. No cash sale or open-market trade is reported — this is a merger conversion.

Key Details

• Transaction date: 2026-03-02. Report filed with Period of Report 2026-03-02 (timely).
• Shares disposed: 20,742.041 and 2,013.359 (total 22,755.400) of MBCN; price per share: N/A (conversion, not an open-market sale).
• Result of conversion: 59,164.04 Farmers common shares (exchange ratio 2.6 per footnote).
• Shares owned after transaction: not specified in the filing.
• Footnote: Dispositions made pursuant to the Agreement and Plan of Merger dated Oct 22, 2025 (effective March 2, 2026); shows a corporate merger exchange, not a voluntary sale by the insider.

Context

• This filing reflects a routine corporate merger conversion (disposition to issuer under the merger), not an insider selling shares on the open market. Such conversions exchange old-company shares for acquirer shares per the stated ratio and do not necessarily indicate the insider’s view of the combined company.
• To estimate dollar value received, multiply the 59,164.04 Farmers shares by Farmers’ market price on the merger closing date.