STOCK TITAN

LCNB CORP (LCNB) completes private debt raise with all notes placed

(Neutral)
(Neutral)
Form Type
D/A

Rhea-AI Filing Summary

LCNB CORP (LCNB) filed an amended Form D reporting a completed exempt private offering of securities under Rule 506(b) of Regulation D. The company, an Ohio corporation engaged in commercial banking, sold $25,000,000 of debt securities in this offering.

The total amount remaining to be sold is reported as $0, indicating the full offering amount has been placed. Brean Capital, LLC is listed in the sales compensation section, and reported finders' fees are $0. The date of first sale in the offering is stated as August 7, 2026.

Positive

  • None.

Negative

  • None.

Filing Explained

The amended notice records a completed $25,000,000 debt offering, but leaves use of proceeds and conversion mechanics undisclosed; no share issuance or dilution is established by this filing.

Total Amount Sold $25,000,000 USD Total Amount Sold in the offering
Total Remaining to be Sold $0 USD Total Remaining to be Sold in the offering
Finders' Fees $0 USD Reported finders' fees expenses for the offering
Date of First Sale 2026-08-07 Date of first sale in the offering
Form D regulatory
"FORM D Notice of Exempt Offering of Securities"
Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.
Rule 506(b) regulatory
"Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D exemption regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
accredited investors financial
"securities in the offering have been or may be sold to persons who do not qualify as accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"

FAQ

What type of securities did LCNB (LCNB) offer in this Form D/A filing?

LCNB CORP offered debt securities in an exempt private placement. The filing classifies the securities as Debt under the Type(s) of Securities Offered section, rather than equity or pooled investment fund interests.

How much capital did LCNB (LCNB) raise in this exempt offering?

LCNB CORP reports that the Total Amount Sold is $25,000,000 in this offering, with Total Remaining to be Sold of $0, indicating the full offering amount has been sold.

Under which exemption did LCNB (LCNB) conduct this private offering?

The offering relies on Rule 506(b) of Regulation D. The Federal Exemption(s) section shows Rule 506(b) selected, with other Regulation D exemptions such as Rule 504 and Rule 506(c) not selected.

When did LCNB (LCNB) first sell securities in this offering?

The filing lists the Date of First Sale as 2026-08-07. The Type of Filing section shows this Form D is an Amendment and provides that date as the first sale in the offering.

Who is named for sales compensation in LCNB (LCNB)'s Form D/A?

The sales compensation section names Brean Capital, LLC, located at 505 Fifth Avenue, New York, NY 10017. Reported Finders' Fees are $0, and separate sales commission dollar amounts are not specified in the provided text.

Did LCNB (LCNB) disclose any finders' fees in this offering?

The Sales Commissions & Finder's Fees section reports Finders' Fees of $0 in U.S. dollars for this offering, indicating no such fees were paid or are expected based on the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001074902
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
LCNB CORP
Jurisdiction of Incorporation/Organization
OHIO
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
LCNB CORP
Street Address 1 Street Address 2
2 NORTH BROADWAY
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
LEBANON OHIO 45036 5139321414

3. Related Persons

Last Name First Name Middle Name
Haines II Robert C.
Street Address 1 Street Address 2
2 North Broadway PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Meeker Jeffrey D.?
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Meilstrup Eric J.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Miller Michael R.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Mulligan Jr. Lawrence P.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Cropper Bradley A.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Walter Patricia L.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Wallace Andrew M.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Bradford Mary E.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Cropper Spencer S.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Foster Steve P.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Huddle William G.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Johnson Craig M.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Johrendt Michael J.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Kaufman William H.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Krehbiel Anne E.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Lawson Takeitha W.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Wilson Stephen P.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Zaunbrecher Susan B.
Street Address 1 Street Address 2
2 NORTH BROADWAY PO BOX 59
City State/Province/Country ZIP/PostalCode
LEBANON OHIO 45036
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


4. Industry Group

Agriculture
Banking & Financial Services
X Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

New Notice Date of First Sale 2026-08-07 First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
X Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
Brean Capital, LLC 23723
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
505 Fifth Avenue 5th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
All States
Foreign/non-US
COLORADO
INDIANA
MAINE
MASSACHUSETTS
MICHIGAN
MINNESOTA
NEW JERSEY
OHIO
PENNSYLVANIA
WASHINGTON

13. Offering and Sales Amounts

Total Offering Amount $25,000,000 USD
or Indefinite
Total Amount Sold $25,000,000 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
20

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $500,000 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
LCNB CORP Eric J. Meilstrup Eric J. Meilstrup Chief Executive Officer 2026-08-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.