SCHEDULE: Castle Creek Sells Middlefield Banc Stake, Drops Below 5%

Sentiment:

Beneficial Ownership Amendment 4 February 2026 4:24 PM

Castle Creek Capital Partners VI, LP has significantly reduced its stake in Middlefield Banc Corp., selling 247,653 shares and falling below the 5% beneficial ownership threshold.

Worse than expectedA major institutional investor has significantly reduced its stake, which can be perceived negatively by the market.The later sales in January and February 2026 occurred at lower average prices ($33.57-$33.61) compared to the December 2025 sales ($36.90-$37.17), indicating a declining price trend during the divestment period.The reporting persons are no longer beneficial owners of more than 5% of the company's voting common stock, suggesting a diminished commitment or a complete exit strategy.

Summary

Castle Creek Capital Partners VI, LP (Fund VI) sold a total of 247,653 shares of Middlefield Banc Corp. Voting Common Stock.
The sales occurred between December 12, 2025, and February 2, 2026, generating net proceeds of $8,546,310.15.
Following these transactions, Fund VI now beneficially owns 312,847 shares, representing approximately 3.9% of the outstanding Voting Common Stock.
The reporting persons, Fund VI and Castle Creek Capital VI LLC, ceased to be beneficial owners of more than five percent of the Voting Common Stock as of February 2, 2026.
The calculation of ownership percentage is based on 8,090,067 shares outstanding as of December 12, 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a moderately negative development, as a significant reduction in an institutional stake, particularly at declining prices, can signal a lack of conviction or a strategic exit, potentially impacting investor sentiment.

Negatives

A significant institutional investor, Castle Creek Capital Partners VI, LP, has reduced its stake in Middlefield Banc Corp. by selling 247,653 shares.
The average sale prices for shares in late January and early February 2026 ($33.57 and $33.61) were notably lower than those in December 2025 (ranging from $36.90 to $37.17).
The reporting persons are no longer beneficial owners of more than 5% of the company's voting common stock, potentially signaling a loss of confidence or a strategic exit.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Middlefield Banc Corp.'s future performance or strategic direction.

Industry Context

StockSavvy.ai notes that a significant reduction in an institutional investor's stake, especially below the 5% threshold, can sometimes be interpreted by the market as a loss of confidence or a strategic portfolio rebalancing. This action by Castle Creek Capital, a private equity firm specializing in financial services, could prompt other investors to re-evaluate their positions in Middlefield Banc Corp. and potentially other regional banks, depending on the perceived reasons for the divestment.

Stakeholder Impact

Shareholders: May experience negative sentiment and potential downward pressure on share price due to a large institutional investor reducing its stake.
Company Management: May face questions regarding the reasons for the divestment and its implications for future investor relations.

Key Dates

Date	Description
2022-12-09	Original Schedule 13D filing date.
2025-12-12	Start date of share sales by Fund VI; also the date for outstanding shares calculation (8,090,067 shares); sale of 16,813 shares at a weighted average price of $37.17.
2025-12-15	Sale of 13,579 shares at a weighted average price of $37.00.
2025-12-16	Sale of 5,627 shares at a weighted average price of $37.01.
2025-12-17	Sale of 5,302 shares at a weighted average price of $37.12.
2025-12-18	Sale of 12,909 shares at a weighted average price of $37.04.
2025-12-19	Company's proxy statement on Schedule 14A filed with the SEC; sale of 200 shares at a price of $36.90.
2026-01-22	Sale of 18,008 shares at a weighted average price of $36.12.
2026-01-30	Date of event requiring filing of this statement; sale of 72,772 shares at a weighted average price of $33.57.
2026-02-02	End date of share sales by Fund VI; reporting persons ceased to be beneficial owners of more than five percent of Voting Common Stock; sale of 102,443 shares at a weighted average price of $33.61.
2026-02-03	Signature date of the Amendment No. 1 filing.

Recommendation

hold

While the divestment by a significant institutional investor is a negative signal, the filing itself does not provide fundamental reasons for the sale (e.g., company performance issues). It could be a portfolio rebalancing decision by Castle Creek Capital. Investors should hold and monitor Middlefield Banc Corp.'s upcoming financial reports and management commentary for underlying reasons before making a definitive buy or sell decision.

Keywords

Middlefield Banc Corp., Castle Creek Capital, Schedule 13D/A, Share Sale, Institutional Investor, Beneficial Ownership, Bank Stock, Financial Services

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