LCNB (LCNB) adds director, signs new change-in-control deals

Rhea-AI Filing Summary

LCNB Corp. (LCNB) reported governance changes including the appointment of Susan B. Zaunbrecher to the boards of LCNB Corp. and its wholly owned subsidiary, LCNB National Bank, effective August 18, 2026. She will serve as a Class I director with an initial term ending at the 2027 Annual Meeting of Shareholders and will be compensated on the same basis as other non-employee directors.

LCNB and the Bank also entered into Change in Control Agreements with five named executive officers. Upon a qualifying termination in connection with a change in control, Eric J. Meilstrup and Robert C. Haines II are each entitled to a lump-sum severance equal to 250% of Base Compensation, while Andrew Wallace, Michael R. Miller, and Bradley A. Ruppert are each entitled to 150% of Base Compensation, payable within 30 days of a defined trigger event. The agreements run for two years and require the Company to cover the full cost of COBRA health coverage during the specified COBRA Premium Period.

Positive

• None.

Negative

• New change-in-control agreements could increase potential severance and benefit obligations, including up to 250% of Base Compensation plus Company-paid COBRA coverage for certain executives following qualifying terminations.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO CIC severance multiple: 250% of Base Compensation President CIC severance multiple: 250% of Base Compensation Other NEO CIC severance multiple: 150% of Base Compensation +2 more

5 metrics

CEO CIC severance multiple 250% of Base Compensation Change in Control Payment multiple for Eric J. Meilstrup

President CIC severance multiple 250% of Base Compensation Change in Control Payment multiple for Robert C. Haines II

Other NEO CIC severance multiple 150% of Base Compensation Change in Control Payment multiple for Wallace, Miller, and Ruppert

CIC Agreement term Two-year term Initial term of each Change in Control Agreement

Payment timing after trigger 30 days Lump-sum Change in Control Payment due within 30 days of trigger event

Key Terms

Change in Control Agreement, COBRA, COBRA Premium Period, Class I director, +1 more

5 terms

Change in Control Agreement financial

"the Company and the Bank entered into a Change in Control Agreement"

COBRA regulatory

"cost of each Named Executive Officer’s Consolidated Omnibus Budget Reconciliation Act"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

COBRA Premium Period regulatory

"coverage through the “COBRA Premium Period” (as defined in the CIC Agreements)"

Class I director financial

"Zaunbrecher will serve as a Class I director of the Company"

A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.

Fortune 500 financial

"operations of the Fortune 500 institution"

The Fortune 500 is a list of the 500 biggest companies in the United States, ranked by their total sales or revenue each year. It’s like a ranking of the top players in the business world, showing which companies are the most successful and influential. Being on the list indicates a company’s importance in the economy.

FAQ

What board change did LCNB (LCNB) announce on August 18, 2026?

LCNB appointed Susan B. Zaunbrecher to the Boards of LCNB Corp. and LCNB National Bank as a Class I director, with an initial term ending at the Company’s 2027 Annual Meeting of Shareholders.

What are the key terms of LCNB’s new Change in Control Agreements?

Each agreement has a two-year term and provides a lump-sum severance within 30 days of a defined trigger event, plus Company-paid COBRA health coverage during the COBRA Premium Period if the executive elects continuation coverage.

How much severance could LCNB’s CEO receive under the new CIC Agreement?

CEO Eric J. Meilstrup is entitled to a Change in Control Payment equal to 250% of his Base Compensation in a single lump sum if he experiences a qualifying termination in connection with a change in control.

What severance multiples apply to other LCNB (LCNB) named executive officers?

Robert C. Haines II also has a 250% Base Compensation multiple, while Andrew Wallace, Michael R. Miller, and Bradley A. Ruppert each have a 150% Base Compensation multiple under their Change in Control Agreements.

Does LCNB cover health benefits after a qualifying termination under the CIC Agreements?

Yes. LCNB must pay the entire cost of each named executive officer’s COBRA group health coverage through the defined COBRA Premium Period, provided the executive timely elects continuation coverage.

Will Susan B. Zaunbrecher receive special compensation as an LCNB director?

No special terms are specified. She will receive director compensation on the same basis as other non-employee directors of LCNB Corp. and LCNB National Bank for board and committee service.

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Understanding 8-K Material Events →

Available on EDGAR 08/19/2026 - 07:00 AM Accepted by SEC EDGAR 08/19/2026 - 07:00 AM Learn about SEC filing dates

false 0001074902 0001074902 2026-08-18 2026-08-18

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2026

LCNB CORP.

(Exact name of Registrant as specified in its Charter)

Ohio		001-35292	31-1626393
(State or other jurisdiction of incorporation)		(Commission File No.)	(IRS Employer Identification Number)

2 North Broadway, Lebanon, Ohio	45036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 932-1414

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, no par value	LCNB	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company                  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)         Appointment of Director

On August 18, 2026, Susan B. Zaunbrecher accepted the appointment to serve on the boards of directors of LCNB Corp. (the “Company”) and its wholly owned subsidiary, LCNB National Bank (the “Bank”). Ms. Zaunbrecher will serve as a Class I director of the Company for an initial term ending at the Company’s 2027 Annual Meeting of Shareholders.

In her capacity as a director of the Company and the Bank, Ms. Zaunbrecher will receive compensation on the same basis as the other non-employee directors receive for their service on the boards of directors of the Company and the Bank and the respective committees of each. Any appointments of Ms. Zaunbrecher to committees will be determined at a later date.

A copy of the press release announcing Ms. Zaunbrecher’s appointment to the Company’s and the Bank’s board is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(e)         Executive Change in Control Agreements

On August 18, 2026, the Company and the Bank entered into a Change in Control Agreement (each, a “CIC Agreement”) with each of the Company’s 2026 named executive officers: Eric J. Meilstrup, Chief Executive Officer; Robert C. Haines II, President; Andrew Wallace, Executive Vice President and Chief Financial Officer; Michael R. Miller, Executive Vice President and Trust Officer; and Bradley A. Ruppert, Executive Vice President and Chief Investment Officer (collectively, the “Named Executive Officers”), each of which provides for the payment of severance in the event of a qualifying termination of employment in connection with a change in control of the Company or the Bank. The CIC Agreement has a two-year term, subject to extension upon mutual agreement by the parties.

Under the CIC Agreements, each Named Executive Officer is entitled to receive from the Company the specified Change in Control Payment (for Mr. Meilstrup, 250% of his Base Compensation (as defined in the CIC Agreements); for Mr. Haines, 250% of his Base Compensation; for Mr. Wallace, 150% of his Base Compensation; for Mr. Miller, 150% of his Base Compensation; and for Mr. Ruppert, 150% of his Base Compensation) in the form of a single lump-sum payment, payable within thirty (30) days following the Change in Control Payment Trigger Event (as defined in the CIC Agreements), which amount shall be subject to withholding to satisfy applicable tax obligations. The Company shall also be required to pay the entire cost of each Named Executive Officer’s Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage through the “COBRA Premium Period” (as defined in the CIC Agreements), provided the executive timely elects continuation of any group health plan coverage under COBRA.

The foregoing description of the CIC Agreements do not purport to be complete and is subject to, and qualified in their entirety by, the full text of such agreements, filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, all of which are incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.         Description

10.1	Change in Control Agreement, dated August 18, 2026, by and among Eric J. Meilstrup, LCNB Corp., and LCNB National Bank.
10.2	Change in Control Agreement, dated August 18, 2026, by and among Robert C. Haines II, LCNB Corp., and LCNB National Bank.
10.3	Change in Control Agreement, dated August 18, 2026, by and among Andrew Wallace, LCNB Corp., and LCNB National Bank.
10.4	Change in Control Agreement, dated August 18, 2026, by and among Michael R. Miller, LCNB Corp., and LCNB National Bank.
10.5	Change in Control Agreement, dated August 18, 2026, by and among Bradley A. Ruppert, LCNB Corp., and LCNB National Bank.
99.1	Press Release
104	Cover Page Interactive Data 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 thereunto duly authorized.

							LCNB CORP.
Date: August 19, 2026							By: /s/ Andrew Wallace
								Andrew Wallace Chief Financial Officer

Exhibit 99.1

Press Release

P.O. Box 59 Lebanon, OH 45036
Company Contact:	Investor and Media Contact:
Eric J. Meilstrup Chief Executive Officer LCNB National Bank (513) 932-1414 Shareholderrelations@lcnb.com	Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com

LCNB Corp. Appoints Susan B. Zaunbrecher to Board of Directors

Experienced Banking, Legal and Corporate Governance Executive Brings Extensive Strategic, M&A and Financial Services Expertise

LEBANON, Ohio – August 18, 2026 -- LCNB Corp. (NASDAQ: LCNB) (the “Company”), the holding company for LCNB National Bank (the “Bank”), today announced the appointment of Susan B. Zaunbrecher to the Boards of Directors of both LCNB Corp. and LCNB National Bank, effective immediately.

Zaunbrecher brings more than three decades of legal, financial services, corporate governance, and strategic leadership experience. She recently retired as Chief Legal Officer and Corporate Secretary of Fifth Third Bancorp where she was a member of the company’s senior governing body responsible for strategy, management, and operations of the Fortune 500 institution. During her tenure, she led a legal department of close to 100 professionals and contributed significantly to the organization’s strategic direction.

“We are pleased to welcome Susan to the Boards of LCNB Corp. and LCNB National Bank,” said Eric Meilstrup, Chief Executive Officer of LCNB Corp. “Susan brings an exceptional combination of banking industry knowledge, public company governance experience, strategic insight and legal expertise. Her experience at one of the country’s leading financial institutions, coupled with her extensive work advising businesses on complex transactions and strategic matters, will be highly valuable as LCNB continues to grow and execute on our long-term strategy.”

Zaunbrecher currently serves as Director of Special Projects and Strategic Initiatives at Dinsmore, where she focuses on firmwide strategic initiatives, professional development, major internal projects, community engagement and organizational alignment. Prior to joining Fifth Third, she spent nearly three decades at Dinsmore, becoming the first woman to chair the firm’s Corporate Department and serving on its Board of Directors and Executive Committee for nearly 20 years. She also led the firm’s Business, Acquisitions, and Securities Practice Group, focusing on complex transactions, mergers and acquisitions, and securities law.

“I am honored to join the Boards of LCNB Corp. and LCNB National Bank,” said Zaunbrecher. “LCNB has built a strong community banking franchise with a long history of serving its customers, shareholders, and communities. I look forward to working with Eric and my fellow directors as the Company continues to grow and create long-term value for its stakeholders.”

Zaunbrecher earned her J.D. from the University of Cincinnati College of Law and her B.A. from Newcomb College of Tulane University. She has held numerous civic and community leadership positions, including board roles with the Cincinnati Art Museum, Cincinnati Museum Center, the Alpaugh Family Economic Center at the University of Cincinnati, REDI Cincinnati and Pro Bono Partnership of Ohio.

About LCNB Corp.

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. Through its subsidiary, LCNB National Bank (the “Bank”), founded in 1877, it serves customers and communities in Southwest and South-Central Ohio. A financial institution with a long tradition for building strong relationships with customers and communities, the Bank offers convenient banking locations in Butler, Clermont, Clinton, Fayette, Franklin, Hamilton, Montgomery, Preble, Ross, and Warren Counties, Ohio. The Bank continually strives to exceed customer expectations and provides an array of services for all personal and business banking needs including checking, savings, online banking, personal lending, business lending, agricultural lending, business support, deposit and treasury, investment services, and wealth management services. LCNB Corp. common shares are traded on the NASDAQ Capital Market Exchange® under the symbol “LCNB.”

Learn more about LCNB Corp. at www.lcnb.com

Filing Exhibits & Attachments

10 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 - PRESS RELEASE 10.0 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 - ERIC CIC 52.8 KB
• EX-10.2 EXHIBIT 10.2 - ROB CIC 52.8 KB
• EX-10.3 EXHIBIT 10.3 - ANDREW CIC 52.8 KB
• EX-10.4 EXHIBIT 10.4 - MIKE CIC 52.9 KB
• EX-10.5 EXHIBIT 10.5 - BRAD CIC 52.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB