TURK CAROLYN J 4

What Happened

• Carolyn J. Turk, a director of Middlefield Banc Corp., disposed of 32,560 shares of Middlefield common stock on March 2, 2026. The filing reports the disposition as "to the issuer" (code D) with no per-share cash price listed.
• The disposition was made pursuant to the Agreement and Plan of Merger dated October 22, 2025, under which Middlefield merged into Farmers National Banc Corp. At the effective time each Middlefield share (other than certain excluded shares) converted into the right to receive 2.6 shares of Farmers common stock — meaning the 32,560 surrendered corresponds to 84,656 Farmers shares (subject to the merger terms).

Key Details

• Transaction date: 2026-03-02 (merger closing date). Price: N/A (conversion in merger, not an open-market sale).
• Shares disposed: 32,560 Middlefield shares; implied Farmers shares received: 84,656 (32,560 × 2.6), per the merger exchange ratio.
• Shares owned after transaction: not stated on the Form 4.
• Footnote: Disposition was pursuant to the Agreement and Plan of Merger (dated Oct 22, 2025). This is a merger conversion, not a routine sale or purchase.
• Filing timeliness: Report filed with the same period date (2026-03-02); no late-filing flag indicated.

Context

• This was not a market sale — the shares were surrendered as part of a corporate merger and converted into Farmers stock according to the agreed exchange ratio. Such dispositions reflect transaction mechanics of the deal rather than an insider selling for liquidity.