Item 1.01. Entry into a Material Definitive Agreement.
On February 11, 2022, LCNB Corp. ("LCNB") entered into an agreement with John C.
Lame, Susan K. Lame, and the John C. Lame and Susan K. Lame Irrevocable Trust
for the repurchase by LCNB Corp. of the 1,051,687 shares of LCNB common stock
held by these shareholders (the "Repurchase" pursuant to the "Repurchase
Agreement"). These shares constituted approximately 8.5% of LCNB's outstanding
common stock prior to the Repurchase. The board agreed in principle with the
Lame Group to a $20.00 purchase price per share on February 4, 2022, when the
stock closed at $20.13. LCNB completed the Repurchase using cash on hand and a
line of credit from an unaffiliated bank. The Repurchase Agreement contains
customary representations, warranties and covenants of the parties.
The foregoing description of the Repurchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On February 11, 2022, LCNB issued a press release announcing its agreement to
repurchase shares of its common stock from the Lame Group, described under Item
1.01. A copy of the press release (Exhibit 99.1) is attached and furnished under
this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Repurchase Agreement between LCNB Corp., John C. Lame, Susan K. Lame,
and the John C. Lame and Susan K. Lame Irrevocable Trust.
99.1 Press Release d ated Februa ry 11, 2022 issued by
LCNB Corp.
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