Filing Analysis
LCNB Corp. announced the appointment of Susan B. Zaunbrecher to its Board of Directors and entered into Change in Control (CIC) agreements with five named executive officers. The CIC agreements establish significant severance payouts triggered by a change in control event.
🚩 Red Flags
- Significant potential cash outflow via large severance packages (up to 250% base pay) in the event of a merger or acquisition.
- The implementation of these agreements may indicate the company is positioning itself for a potential sale or merger.
📋 Key Facts
- Susan B. Zaunbrecher appointed as a Class I director for an initial term ending at the 2027 Annual Meeting.
- Change in Control Agreements entered into on August 18, 2026, with five named executive officers: Eric J. Meilstrup (CEO), Robert C. Haines II (President), Andrew Wallace (CFO), Michael R. Miller (EVP/Trust Officer), and Bradley A. Ruppert (EVP/CIO).
- Severance for CEO and President is set at 250% of base compensation.
- Severance for CFO, EVP, and CIO is set at 150% of base compensation.
- Payments are to be made as a single lump sum within 30 days of a Change in Control Payment Trigger Event.
- The company will cover COBRA costs for the executives during the defined COBRA Premium Period.
LCNB Corp. has filed an 8-K to furnish an investor/analyst presentation under Item 7.01 Regulation FD Disclosure. This is a routine disclosure intended for use in upcoming meetings with market participants.
📋 Key Facts
- Filing date: August 7, 2026
- The company furnished Exhibit 99.1 containing an Investor/Analyst Presentation dated August 7, 2026
- Disclosure made under Item 7.01 (Regulation FD Disclosure)
LCNB Corp. has issued $25 million in 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036 to qualified institutional buyers and accredited investors. The proceeds are intended for general corporate purposes, including refinancing senior debt and supporting future growth.
🚩 Red Flags
- The notes rank junior to all current and future senior indebtedness, increasing the risk profile for senior creditors.
📋 Key Facts
- Issued $25,000,000 in aggregate principal amount of Subordinated Notes.
- Notes carry a 6.50% fixed interest rate until August 15, 2031, after which the rate resets to SOFR + 234 bps.
- Maturity date is August 15, 2036.
- The notes are unsecured, subordinated obligations and rank junior to current and future senior indebtedness.
- Notes are intended to qualify as Tier 2 capital for regulatory purposes.
- Offered via private placement under Section 4(a)(2) and Rule 506(b).
LCNB Corp. filed an 8-K to announce its quarterly earnings results for the three and six months ended June 30, 2026. The filing includes the official press release and unaudited financial highlights.
📋 Key Facts
- Earnings release issued on July 15, 2026, covering the period ending June 30, 2026.
- The report covers both three-month and six-month financial performance.
- Exhibits include an earnings press release (99.1) and unaudited financial highlights (99.2).
LCNB Corp. reported the results of its Annual Meeting of Shareholders held on April 27, 2026. Shareholders elected four Class III directors, approved executive compensation on an advisory basis, and ratified the appointment of the company's independent auditor.
📋 Key Facts
- The Annual Meeting of shareholders was held on April 27, 2026.
- Four Class III directors (William H. Kaufman, Mary E. Bradford, William G. Huddle, and Craig M. Johnson) were elected to serve until the 2029 annual meeting.
- The advisory vote on executive compensation passed with 7,082,511 votes 'For' versus 412,126 'Against'.
- Plante & Moran, PLLC was ratified as the independent registered accounting firm for the fiscal year ending December 31, 2026, with 10,679,369 votes 'For'.
LCNB Corp. announced its financial results for the first quarter ended March 31, 2026. The filing includes the earnings press release and unaudited financial highlights as exhibits.
📋 Key Facts
- Earnings release issued on April 22, 2026
- Covers the three-month period ended March 31, 2026
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Unaudited Financial Highlights)
LCNB Corp. has filed an 8-K to furnish an investor/analyst presentation under Item 7.01 (Regulation FD Disclosure). This is a routine disclosure intended for use in upcoming meetings with market participants.
📋 Key Facts
- Filing date: February 2, 2026
- The report includes an Investor/Analyst Presentation as Exhibit 99.1
- Information is furnished under Item 7.01 and not 'filed' for purposes of Section 18 liability
- Signed by Andrew M. Wallace, CPA (CFO)
LCNB Corp. filed an 8-K to announce its financial results for the twelve months ended December 31, 2025. The filing includes an earnings press release and unaudited financial highlights.
📋 Key Facts
- Report date: January 29, 2026
- Reporting period: Twelve months ended December 31, 2025
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Unaudited Financial Highlights)
- Signed by Andrew Wallace, Chief Financial Officer
LCNB Corp. filed an 8-K to furnish an investor/analyst presentation under Item 7.01 Regulation FD Disclosure. The filing is intended for use in upcoming meetings with market participants.
📋 Key Facts
- Filed on November 3, 2025
- The report includes an Investor/Analyst Presentation (Exhibit 99.1)
- Information is furnished under Item 7.01 and not 'filed' for purposes of Section 18 liability
LCNB Corp. filed an 8-K to announce its financial results for the nine months ended September 30, 2025. The filing includes a press release and unaudited financial highlights.
📋 Key Facts
- Report date: October 22, 2025
- Reporting period: Nine months ended September 30, 2025
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Unaudited Financial Highlights)
- Signed by Andrew Wallace, Chief Financial Officer
LCNB Corp. announced the resignation of Robert A. Bedinghaus from the Boards of Directors of LCNB, LCNB National Bank, and the Trust Committee, effective October 15, 2025.
📋 Key Facts
- Robert A. Bedinghaus resigned from the Board of Directors of LCNB Corp., LCNB National Bank, and the Trust Committee.
- The resignation is effective as of October 15, 2025.
- The company stated the departure is for personal and family-related reasons.
- LCNB explicitly noted there was no disagreement with the company regarding operations, policies, or practices.
LCNB Corp. announced a series of leadership promotions and role changes effective October 8, 2025, as part of its succession planning. The reshuffle includes the CFO moving to President and several new appointments in key executive roles.
🚩 Red Flags
- None identified; the filing describes a structured succession plan rather than abrupt departures.
📋 Key Facts
- Robert Haines II (CFO since Jan 2008) promoted to President, effective Oct 8, 2025.
- Andrew Wallace (SVP of Accounting and Finance since June 2022) appointed as new CFO, effective Oct 8, 2025.
- Patricia Walter appointed Chief Risk Officer, effective Oct 8, 2025.
- Susan Kelley appointed SVP and Chief Accounting Officer, effective Oct 8, 2025.
LCNB Corp. filed an 8-K to furnish an investor/analyst presentation under Item 7.01 Regulation FD Disclosure. The filing is intended for use in upcoming meetings with market participants.
📋 Key Facts
- Filed on July 25, 2025
- The report contains an Investor/Analyst Presentation (Exhibit 99.1)
- Information is furnished under Item 7.01 and not 'filed' for purposes of Section 18 liability
- Signed by Robert C. Haines II, Chief Financial Officer
LCNB Corp. filed an 8-K to announce its earnings release and unaudited financial highlights for the six months ended June 30, 2025.
📋 Key Facts
- Report date: July 22, 2025
- Reporting period: Six months ended June 30, 2025
- The filing includes an earnings press release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2).
- Signed by Robert C. Haines II, Chief Financial Officer.
LCNB Corp held its annual shareholder meeting on May 19, 2025, resulting in the election of four Class II directors and approval of executive compensation and auditor appointment. Notably, a non-binding shareholder proposal requesting that the board seek a sale of the company failed to pass.
🚩 Red Flags
- Shareholder activism: A significant minority/non-binding proposal requested the board to sell the company, indicating potential investor dissatisfaction with current strategic direction or valuation.
📋 Key Facts
- Annual Meeting held on May 19, 2025.
- Four Class II directors elected: Steve P. Foster, Anne E. Krehbiel, Michael J. Johrendt, and Takeitha W. Lawson.
- Ratification of Plante & Moran, PLLC as independent accounting firm for FY ending Dec 31, 2025.
- Approval of the 2025 Ownership Incentive Plan.
- A non-binding shareholder proposal to effectuate a sale of LCNB was defeated (685,299 'For' vs. 6,775,288 'Against').
LCNB Corp. filed an 8-K to announce its quarterly earnings results for the three months ended March 31, 2025. The filing includes a press release and unaudited financial highlights.
📋 Key Facts
- Report date: April 22, 2025
- Reporting period: Three months ended March 31, 2025
- The company released earnings via Exhibit 99.1 and unaudited financial highlights in Exhibit 99.2
- Signed by Robert C. Haines II, Chief Financial Officer
LCNB Corp. filed an 8-K to announce its financial results for the three and twelve months ended December 31, 2024. The filing serves as a formal mechanism to distribute earnings press releases and unaudited financial highlights via Regulation FD.
📋 Key Facts
- Report date: January 30, 2025
- Reporting period: Three and twelve months ended December 31, 2024
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Unaudited Financial Highlights)
- Signed by Robert C. Haines II, Chief Financial Officer
LCNB Corp. filed an 8-K to furnish investor and analyst presentation materials under Item 7.01 (Regulation FD Disclosure). The filing is intended for use in upcoming meetings with market participants.
📋 Key Facts
- Filing date: November 6, 2024
- The report includes an Investor/Analyst Presentation as Exhibit 99.1
- Information is furnished under Item 7.01 and not 'filed' for purposes of Section 18 liability
LCNB Corp. filed an 8-K to announce its quarterly earnings results for the three and nine months ended September 30, 2024. The filing serves as a formal mechanism to furnish financial highlights and press releases via Regulation FD.
📋 Key Facts
- Report date: October 21, 2024
- Reporting period: Three and nine months ended September 30, 2024
- The filing includes an earnings press release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2)
- Signed by Robert C. Haines II, Chief Financial Officer
LCNB Corp. filed an 8-K to furnish an investor/analyst presentation under Item 7.01 (Regulation FD Disclosure). The filing does not contain material financial changes or corporate structural updates.
📋 Key Facts
- Filed on August 28, 2024
- Includes Exhibit 99.1: LCNB Corp Investor/Analyst Presentation dated August 28, 2024
- The information is furnished under Item 7.01 and is not considered 'filed' for purposes of Section 18 liability.
LCNB Corp. filed an 8-K to announce its quarterly earnings results for the three and six months ended June 30, 2024. The filing serves as a formal mechanism to furnish financial highlights and press releases under Regulation FD.
📋 Key Facts
- Report date: July 23, 2024
- Reporting period: Three and six months ended June 30, 2024
- The filing includes an earnings press release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2)
- Signed by Robert C. Haines II, Chief Financial Officer
LCNB Corp. announced a planned leadership transition within its executive team involving the retirement of the Chief Lending Officer and the subsequent promotion of the current Chief Credit Officer to fill the role.
📋 Key Facts
- Matthew P. Layer, EVP and Chief Lending Officer, will retire effective September 30, 2024.
- Jeff D. Meeker, currently SVP and Chief Credit Officer, will be promoted to EVP and Chief Lending Officer effective September 30, 2024.
- Mr. Meeker has been with the Bank since 2013 and has served as Chief Credit Officer since September 2021.
- The transition is part of a planned succession rather than an abrupt departure.
LCNB Corp. filed an 8-K to announce its financial results for the first quarter ended March 31, 2024. The filing serves as a formal disclosure of quarterly earnings via press release and unaudited highlights.
📋 Key Facts
- Report date: April 29, 2024
- Period covered: Three months ended March 31, 2024
- The filing includes an earnings press release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2)
- Signed by Robert C. Haines II, Chief Financial Officer
LCNB Corp held its annual meeting of shareholders on April 22, 2024. The filing reports the results of shareholder votes regarding director elections, executive compensation, and the ratification of the company's independent accounting firm.
📋 Key Facts
- Annual Meeting held on April 22, 2024.
- Four Class I directors were elected: Stephen P. Wilson, Spencer S. Cropper, Eric J. Meilstrup, and Robert A. Bedinghaus.
- Shareholders approved the compensation of named executive officers via an advisory vote.
- Shareholders ratified the appointment of Plante & Moran PLLC as the independent registered accounting firm for fiscal year ending December 31, 2024.
LCNB Corp. has completed its merger with Eagle Financial Bancorp, Inc. (EFBI), resulting in the acquisition of EFBI's assets and obligations, including its subsidiary bank, Eagle Bank.
📋 Key Facts
- Merger effective date: April 12, 2024.
- EFBI shareholders received a choice between 1.1401 shares of LCNB common stock or $19.10 in cash per share.
- Fractional shares are to be paid in cash at the rate of $19.10 per share.
- The transaction includes both a holding company merger and a bank merger involving Eagle Bank and LCNB National Bank.
LCNB Corp. filed an 8-K to announce its financial results for the three and twelve months ended December 31, 2023. The filing serves as a formal mechanism to furnish earnings press releases and unaudited financial highlights under Regulation FD.
📋 Key Facts
- Report date: January 31, 2024
- Reporting period covered: Three and twelve months ended December 31, 2023
- The filing includes an earnings press release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2)
- Signed by Robert C. Haines II, Chief Financial Officer