Thomas M. Wilson - 17 Dec 2025 Form 4 Insider Report for MIDDLEFIELD BANC CORP (MBCN)

Role: EVP-Chief Strategy Officer
Signature: /s/ Thomas M. Wilson by Julie E. Shaw Power of Attorney
Issuer symbol: MBCN
Transactions as of: 17 Dec 2025
Net transactions value: +$43,327
Form type: 4
Filing time: 18 Dec 2025, 17:45:04 UTC
Previous filing: 07 Aug 2025
Next filing: 16 Jan 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Wilson Thomas M	EVP-Chief Strategy Officer	15985 EAST HIGH STREET, MIDDLEFIELD	/s/ Thomas M. Wilson by Julie E. Shaw Power of Attorney	18 Dec 2025	0001976448

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MBCN	Common Stock	Award	$61,087	+1,651	+21%	$37.00	9,528	17 Dec 2025	Direct	F1
transaction	MBCN	Common Stock	Tax liability	$17,760	-480	-5%	$37.00	9,048	17 Dec 2025	Direct
holding	MBCN	Common Stock						12,498	17 Dec 2025	held in IRA

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MBCN	Conditional Stock Award						1,708	17 Dec 2025	Common Stock	1,708		Direct	F3, F4
holding	MBCN	Conditional Stock Award						2,685	17 Dec 2025	Common Stock	2,685		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Amendment of conditional stock award agreement resulting in acceleration of restricted stock grants. The restricted stock award was originally granted on March 10, 2023, and provides for vesting on the third anniversary of the award.
F2	The award represents grant of restricted stock which vests ratably over a three-year period provided that Mr. Wilson remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. The details of the vesting conditions may be found in a Form 8K filing dated January 17, 2025
F3	Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
F4	The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Wilson remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. The details of the vesting conditions may be found in a Form 8K filed dated September 4, 2025.