UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 5.02(e): Material Compensatory Plan
At a meeting of the Compensation Committee of the Board of Directors of The Middlefield Banking Company held on December 8, 2025, the nonemployee directors approved bonuses to be payable on December 26, 2025 in the amount of $230,987 for President and Chief Executive Ronald L. Zimmerly, Jr., $105,594 for Chief Financial Officer, Executive Vice President and Treasurer Michael C. Ranttila, and $85,795 for Executive Vice President and Chief Banking Officer Michael L. Cheravitch.
At a meeting held on December 8, 2025, the Compensation Committee of Middlefield Banc Corp. approved bonuses of $40,000, $19,000, and $11,000 for Messrs. Zimmerly, Ranttila, and Cheravitch, respectively. At the same meeting, the Compensation Committee approved the accelerated vesting, on or before December 31, 2025, of restricted stock awards granted on March 10, 2023, to Mr. Zimmerly, who will receive 4,653 shares, and Mr. Ranttila, who will receive 3,558 shares. Shares subject to the March 10, 2023 stock award agreements were scheduled to vest on March 10, 2026.
At the December 8, 2025 Compensation Committee meeting of Middlefield Banc Corp., the Compensation Committee approved the accelerated vesting, on or before December 31, 2025, of performance share units granted on August 6, 2024 to Messrs. Zimmerly, Ranttila, and Cheravitch. Mr. Cheravitch will vest in 5,204 performance shares; Mr. Ranttila will vest in 12,713 performance shares; and Mr. Zimmerly will vest in 10,161 performance shares.
This summary of the acceleration of restricted stock awards is qualified in its entirety by reference to the copy of the form of amendment to conditional stock award agreement attached as an exhibit. This summary of the acceleration of performance share units granted in 2024 is qualified in its entirety by reference to the copies of the forms of amendments attached as an exhibit.
Item 9.01(d): Exhibits
| 10.29.2 | Form of Amendment to Conditional Stock Award Agreement | |
| 10.29.3 | Form of Amendment to Performance Share Unit Award Agreement | |
| 10.29.4 | Form of Amendment to Performance Share Unit Award Agreement | |
| 104 | Cover Page Interactive File (embedded within the Inline XBRL Document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIDDLEFIELD BANC CORP. | ||||||
| Date: December 12, 2025 | /s/ Ronald L. Zimmerly, Jr. | |||||
| Chief Executive Officer | ||||||