LCNB Corp (NASDAQ: LCNB) raises $25M in subordinated debt

Rhea-AI Filing Summary

LCNB Corp. entered into subordinated note purchase agreements with qualified institutional buyers and accredited investors and completed a private placement of $25,000,000 aggregate principal amount of 6.50% fixed-to-floating rate subordinated notes due 2036. The transaction relied on the Section 4(a)(2) exemption and Rule 506(b) of Regulation D. The notes are intended to qualify as Tier 2 capital. LCNB plans to use the proceeds for general corporate purposes, including refinancing senior indebtedness and supporting future growth, and disclosed that approximately $8.8 million of existing long-term debt will be repaid.

The subordinated notes mature on August 15, 2036 and initially bear a fixed annual interest rate of 6.50%, payable semi-annually on August 15 and February 15, beginning February 15, 2027. From and including August 15, 2031 to but excluding maturity or earlier redemption, the rate resets quarterly to three‑month Secured Overnight Financing Rate plus 234 basis points, payable quarterly. The company may redeem the notes, in whole or in part, on any interest payment date on or after August 15, 2031, and in whole upon certain specified events, subject to required regulatory approvals. The notes are unsecured, subordinated obligations of LCNB, are not guaranteed by subsidiaries, rank junior to current and future senior indebtedness, and are not redeemable at the option of holders.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Subordinated notes issued: $25,000,000 aggregate principal amount Initial fixed interest rate: 6.50% per annum Floating rate spread: 234 basis points +3 more

6 metrics

Subordinated notes issued $25,000,000 aggregate principal amount Private placement of 6.50% fixed-to-floating subordinated notes due 2036

Initial fixed interest rate 6.50% per annum Fixed rate until August 15, 2031, payable semi-annually

Floating rate spread 234 basis points Margin over three-month Secured Overnight Financing Rate after August 15, 2031

Maturity date August 15, 2036 Final maturity of the subordinated notes

Debt to be repaid Approximately $8.8 million Portion of existing long-term debt expected to be repaid with note proceeds

Call eligibility date August 15, 2031 Notes callable on any interest payment date on or after this date, subject to approvals

Key Terms

Fixed-to-Floating Rate Subordinated Notes, Tier 2 capital, Rule 506(b) of Regulation D, Section 4(a)(2) exemption, +1 more

5 terms

Fixed-to-Floating Rate Subordinated Notes financial

"its 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036"

A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.

Tier 2 capital financial

"The Subordinated Notes are intended to qualify as Tier 2 capital"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

Rule 506(b) of Regulation D regulatory

"in reliance on the Section 4(a)(2) exemption and the Rule 506(b) of Regulation D"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

Section 4(a)(2) exemption regulatory

"in reliance on the Section 4(a)(2) exemption from the registration requirements"

A Section 4(a)(2) exemption is a U.S. securities-law rule that allows a company to sell shares privately without filing the full public registration paperwork, provided the sale is limited and made to informed buyers. For investors this matters because privately bought shares often have less public information, limited resale options and greater risk — similar to buying a custom-made item from a craftsman rather than a product stocked on a store shelf.

Secured Overnight Financing Rate financial

"equal to the then-current three-month Secured Overnight Financing Rate plus 234 basis points"

A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.

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Understanding 8-K Material Events →

Available on EDGAR 08/07/2026 - 04:02 PM Accepted by SEC EDGAR 08/07/2026 - 04:02 PM Learn about SEC filing dates

FAQ

What did LCNB (LCNB) disclose about its new debt financing?

LCNB completed a private placement of $25,000,000 aggregate principal amount of 6.50% fixed-to-floating rate subordinated notes due 2036 to qualified institutional buyers and accredited investors under Section 4(a)(2) and Rule 506(b).

How will LCNB (LCNB) use the proceeds from the $25 million subordinated notes?

LCNB plans to use the proceeds for general corporate purposes, including refinancing senior indebtedness. It specifically expects to repay approximately $8.8 million of existing long-term debt, with the remaining funds supporting future growth at LCNB National Bank.

What are the key interest terms of LCNB’s (LCNB) subordinated notes?

The notes carry a fixed annual interest rate of 6.50% until August 15, 2031, payable semi-annually. After that, the rate resets quarterly to the three‑month Secured Overnight Financing Rate plus 234 basis points, with interest then payable quarterly until maturity or earlier redemption.

When do LCNB’s (LCNB) subordinated notes mature and when are they callable?

The subordinated notes mature on August 15, 2036. LCNB may redeem them, in whole or in part, on any interest payment date on or after August 15, 2031, and may redeem them in whole earlier upon certain events, subject to regulatory approval.

How do LCNB’s (LCNB) subordinated notes rank and what is their regulatory treatment?

The notes are unsecured, subordinated obligations of LCNB, not guaranteed by subsidiaries, and rank junior to its current and future senior indebtedness. They are intended to qualify as Tier 2 capital for regulatory capital purposes, enhancing the company’s regulatory capital structure.

Are LCNB’s (LCNB) subordinated notes registered under the Securities Act?

No. The notes were sold in a private placement and are not registered under the Securities Act or state securities laws. They may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

false 0001074902 0001074902 2026-08-07 2026-08-07

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 7, 2026 (August 7, 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 1.01 Entry into a Material Definitive Agreement.

On August 7, 2026, LCNB Corp. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Subordinated Note Purchase Agreements”) with certain qualified institutional buyers and accredited investors (collectively, the “Subordinated Note Purchasers”) pursuant to which the Company issued and sold $25,000,000 in aggregate principal amount of its 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Subordinated Notes”). The Subordinated Note Purchase Agreements include customary representations, warranties, and covenants. The representations, warranties, and covenants contained in the Subordinated Note Purchase Agreements were made only for purposes of the Subordinated Note Purchase Agreements, and as of specific dates, were solely for the benefit of the respective parties to the Subordinated Note Purchase Agreements, and are not representations of factual information to investors about the Company or its subsidiaries.

The Subordinated Notes were offered and sold by the Company to the Subordinated Note Purchasers in a private placement transaction in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Rule 506(b) of Regulation D promulgated under the Securities Act. The Company intends to use the proceeds from the sale of Subordinated Notes for general corporate purposes, including the refinancing of senior indebtedness and to support the future growth of the Company.

The Subordinated Notes mature on August 15, 2036 (the “Maturity Date”), initially bear interest at a fixed annual rate of 6.50%, payable semi-annually in arrears on August 15 and February 15 of each year beginning February 15, 2027. From and including August 15, 2031 to but excluding the Maturity Date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then-current three-month Secured Overnight Financing Rate plus 234 basis points, payable quarterly in arrears. The Company is entitled to redeem the Subordinated Notes, in whole or in part, any time after August 15, 2031, except the Company may redeem the Subordinated Notes in whole at any time upon the occurrence of certain other events as described in the Subordinated Notes. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.

The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Subordinated Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

The form of Subordinated Note Purchase Agreement and the form of Subordinated Note are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Subordinated Note Purchase Agreements and the Subordinated Notes are not complete and are qualified in their entirety by reference to the complete text of the relevant exhibits to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth and incorporated by reference in Item 1.01 of this Current Report on Form 8-K and the full text of the form of Subordinated Note, which is attached hereto as Exhibit 4.1, are incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On August 7, 2026, the Company issued a press release announcing the completion of the offering of the Subordinated Notes a copy of which is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Form 8-K:

Exhibit No. Description

4.1 Form of Subordinated Note

10.1 Form of Subordinated Note Purchase Agreement

99.1 Press Release, dated August 7, 2026

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 7, 2026	By: /s/ Andrew Wallace
	Andrew Wallace Executive Vice President and Chief Financial Officer

Exhibit 99.1

Press Release

Two North Broadway

Lebanon, Ohio 45036

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

LCNB CORP. ANNOUNCES CLOSING OF SUBORDINATED NOTES OFFERING

LEBANON, Ohio—August 7, 2026—LCNB Corp. ("LCNB") (NASDAQ: LCNB) the holding company for LCNB National Bank, today announced the closing of a private placement of $25.0 million in aggregate principal amount of its 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Company intends to use the net proceeds of the Notes issuance to repay approximately $8.8 million of its existing long-term debt. The remaining net proceeds will be used for general corporate purposes, including supporting growth at LCNB National Bank. The Notes have been structured to qualify as Tier 2 capital for regulatory purposes.

The Notes will bear interest at a fixed rate equal to 6.50% per annum for the first five (5) years, payable semiannually, converting to a variable rate of interest equal to the then 3-month Secure Overnight Financing Rate (SOFR) plus 234 basis points per annum, payable quarterly. The Notes will be callable on any interest payment date occurring on or after August 15, 2031.

LCNB Chief Executive Officer, Eric Meilstrup said, “We are pleased with the positive response from investors for our first subordinated debt offering, which reflects the strong performance of the Company and the growth opportunities we are pursuing. Following our record second quarter results, this additional capital is expected to position LCNB to execute on its strategic plan and enhance shareholder value.”

The Notes are not registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Brean Capital, LLC is serving as the sole placement agent for the offering. Dinsmore & Shohl LLP is serving as legal counsel to LCNB, and Vorys, Sater, Seymour and Pease LLP is serving as legal counsel to Brean Capital.

About LCNB Corp.

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. Through its subsidiary, LCNB National Bank (the “Bank”), 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, trust and IRAs and stock purchases. 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 

Forward-Looking Statements

Certain statements made in this news release regarding LCNB’s financial condition, results of operations, plans, objectives, future performance and business, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are identified by the fact they are not historical facts and include words such as “anticipate”, “could”, “may”, “feel”, “expect”, “believe”, “plan”, and similar expressions.  Please refer to LCNB’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

These forward-looking statements reflect management's current expectations based on all information available to management and its knowledge of LCNB’s business and operations.  Additionally, LCNB’s financial condition, results of operations, plans, objectives, future performance and business are subject to risks and uncertainties that may cause actual results to differ materially.  These factors include, but are not limited to:

	1.	the success, impact, and timing of the implementation of LCNB’s business strategies;
	2.	LCNB’s ability to integrate future acquisitions may be unsuccessful or may be more difficult, time-consuming, or costly than expected;
	3.	LCNB may incur increased loan charge-offs in the future and the allowance for credit losses may be inadequate;
	4.	LCNB may face competitive loss of customers to both bank and nonbank financial institutions;
	5.	changes in the interest rate environment, either by interest rate increases or decreases, may have results on LCNB’s operations materially different from those anticipated by LCNB’s market risk management functions;
	6.	changes in general economic conditions, increased competition could adversely affect LCNB’s operating results;
	7.	changes in or instability regarding regulations and government policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impact LCNB’s operating results;
	8.	LCNB may experience difficulties growing loan and deposit balances;
	9.	United States trade relations with foreign countries could negatively impact the financial condition of LCNB's customers, which could adversely affect LCNB's operating results and financial condition;
	10.	global and/or geopolitical relations and/or conflicts could create financial market uncertainty and have negative impacts on commodities, currency, and stability, which could adversely affect LCNB's operating results and financial condition;
	11.	difficulties with technology or data security breaches, including cyberattacks or widespread outages, could negatively affect LCNB's ability to conduct business and its relationships with customers, vendors, and others;
	12.	adverse weather events and natural disasters and global and/or national epidemics could negatively affect LCNB’s customers given its concentrated geographic scope, which could impact LCNB’s operating results; and
	13.	government intervention in the U.S. financial system, including the effects of legislative, tax, accounting, and regulatory actions and reforms, including, the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, changes in deposit insurance premium levels, and any such future regulatory actions or reforms.

Forward-looking statements made herein reflect management's expectations as of the date such statements are made.  Such information is provided to assist shareholders and potential investors in understanding current and anticipated financial operations of LCNB and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  LCNB undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 20.5 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 178.0 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 173.7 KB
• 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