LCNB CORP
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
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FY2025 · Filed Mar 11, 2026
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Item 4. Mine Safety Disclosures
Not Applicable.
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Part II
LCNB had approximately 1,123 registered holders of its common stock as of March 11, 2026. The number of shareholders includes banks and brokers who act as nominees, each of whom may represent more than one shareholder. LCNB’s stock trades on the NASDAQ Capital Market® exchange under the symbol “LCNB.”
LCNB depends on dividends from the Bank for the majority of its liquid assets, including the cash needed to pay dividends to its shareholders. National banking law limits the amount of dividends the Bank may pay to the sum of retained net income, as defined, for the current year plus retained net income for the previous two calendar years. Prior approval from the OCC, the Bank’s primary regulator, would be necessary for the Bank to pay dividends in excess of this amount. If dividends exceed retained net income for a year, a bank is generally not required to carry forward the negative amount resulting from such excess if the bank can attribute the excess to the preceding two years. If the excess is greater than the bank's previously undistributed net income for the preceding two years, prior OCC approval of the dividend is required and a negative amount would be carried forward in future dividend calculations. In addition, dividend payments may not reduce capital levels below minimum regulatory guidelines.
The 2025 Ownership Incentive Plan (the "2025 Plan") was approved by LCNB's shareholders at the annual meeting on May 19, 2025 and supersedes the 2015 Ownership Plan, which terminated on April 28, 2025. Both plans allow for stock-based awards to eligible employees, as determined by the Compensation Committee of LCNB's Board of Directors ("Compensation Committee"). Awards may be made in the form of stock options, appreciation rights, restricted shares, and/or restricted share units. The 2025 Plan provides for the issuance of up to 600 thousand shares of common stock. It will terminate on May 19, 2035 and is subject to earlier termination by the Compensation Committee.
On February 27, 2023, LCNB's Board of Directors authorized a new Issuer Stock Repurchase Plan Agreement (the “Program”). Under the terms of the Program, LCNB is authorized to repurchase up to 500 thousand of its outstanding common shares. The Program replaced and superseded LCNB’s prior Issuer Stock Repurchase Plan Agreement, which was adopted on May 27, 2022.
Under the Program, LCNB may purchase common shares through various means such as open market transactions, including block purchases and privately negotiated transactions. The number of shares repurchased and the timing, manner, price, and amount of any repurchases will be determined at LCNB's discretion. Factors include, but are not limited to, share price, trading volume, and general market conditions, along with LCNB’s general business conditions. The Program may be suspended or discontinued at any time and does not obligate LCNB to acquire any specific number of its common shares.
As part of the Program, LCNB entered into a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The 10b5-1 trading plan permits common shares to be repurchased at times that LCNB might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The 10b5-1 trading plan is administered by an independent broker and is subject to price, market volume, and timing restrictions.
No purchases were made under the Program during the three months ended December 31, 2025. The maximum number of shares that may yet be purchased under the Program is approximately 311 thousand.
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Stock Performance Graph
The graph below provides an indicator of cumulative total shareholder returns for LCNB as compared with the NASDAQ Composite Index and the S&P U.S. BMI Banks - Midwest Region Index. This graph covers the period from December 31, 2020 through December 31, 2025. The cumulative total shareholder returns included in the graph reflect the returns for the shares of common stock of LCNB. The information provided in the graph assumes that $100 was invested on December 31, 2020 in LCNB common stock, the NASDAQ Composite Index, and the S&P U.S. BMI Banks - Midwest Region Index and that all dividends were reinvested. This graph shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless the Company specifically incorporates this report by reference. It will not be otherwise filed under such Acts.
| Period Ending | ||||||
|---|---|---|---|---|---|---|
| Index | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 |
| LCNB Corp. | $ 100.00 | 138.78 | 134.10 | 124.07 | 126.15 | 144.71 |
| NASDAQ Composite Index | $ 100.00 | 122.18 | 82.43 | 119.22 | 154.48 | 187.14 |
| S&P U.S. BMI Banks - Midwest Region Index | $ 100.00 | 132.12 | 114.02 | 116.4 | 142.02 | 159.02 |
| Source: S&P Global Market Intelligence | ||||||
Unregistered Sales of Equity Securities and Repurchases.
There were no unregistered sales of securities during the fiscal year. As previously disclosed, there were no repurchases of shares or other units of LCNB’s securities registered in the fourth quarter of the fiscal year.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.