LCNB LCNB Corporation

As filed with the Securities and Exchange Commission on February 21, 2024

Registration No. 333-276841

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LCNB Corp.

(Exact name of Registrant as specified in its charter)

2 North Broadway, Lebanon, Ohio 45036

(513) 932-1414

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Eric J. Meilstrup

President & Chief Executive Officer

LCNB Corp.

2 North Broadway, Lebanon, Ohio 45036

(513) 932-1414

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an “x” in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

DATED FEBRUARY 21, 2024 SUBJECT TO COMPLETION

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

Dear Fellow Stockholder of Eagle Financial Bancorp, Inc.:

LCNB Corp. (“LCNB”) and Eagle Financial Bancorp, Inc. (“EFBI”) have entered into an Agreement and Plan of Merger dated as of November 28, 2023 (the “Merger Agreement”), which provides for the merger of EFBI with and into LCNB, with LCNB being the surviving entity (the “Merger”). Consummation of the Merger is subject to certain conditions, including, but not limited to, obtaining the requisite approval of the stockholders of EFBI and the approval of the Merger by various regulatory agencies.

If completed, the proposed Merger will bring together two customer-focused organizations with deep commitments to the communities they serve, and will be a great benefit to all stakeholders by driving opportunities to expand LCNB’s presence in the Cincinnati metro and surrounding communities. Overall, the Merger will benefit EFBI’s customers by providing them access to a broader array of products and services offered by LCNB.

Under the terms of the Merger Agreement:

On November 28, 2023, the date of execution of the Merger Agreement, the closing price of LCNB common shares was $14.65 per share. On February 1, the closing price of LCNB common shares was $14.84 per share. Shares of EFBI common stock are traded on the OTCQB Market under the symbol “EFBI.” On November 28, 2023, the date of execution of the Merger Agreement, the closing price of EFBI common stock was $15.15 per share. On February 1, the closing price of EFBI common stock was $17.40 per share of common stock. The value of LCNB common shares at the time of completion of the Merger could be greater than, less than or the same as the value of LCNB common shares on the date of this proxy statement/prospectus. We urge you to obtain current market quotations of LCNB common shares and EFBI common stock.

LCNB will not issue any fractional common shares in connection with the Merger. Instead, each holder of EFBI common stock who would otherwise be entitled to receive a fractional LCNB common share (after taking into account all shares of EFBI common stock owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the LCNB fractional common share to which such holder would otherwise be entitled to multiplied by $19.10.

EFBI will hold a special meeting of its stockholders to vote on the approval of the Merger Agreement and the transactions contemplated thereby. The special meeting of EFBI stockholders will be held at Western Hills Country Club, located at 5780 Cleves Warsaw Pike, Cincinnati, Ohio, at 3:00 p.m., Eastern Time, on April 3, 2024. EFBI stockholders will also be asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger.

This document is a proxy statement of EFBI that it is using to solicit proxies for use at its special meeting of stockholders to vote on the Merger Agreement and the transactions contemplated by it, including the Merger. It is also a prospectus relating to LCNB’s offer and sale of its common shares in connection with the Merger. This proxy statement/prospectus describes the EFBI special meeting, the Merger proposal, and other related matters.

The board of directors of EFBI unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that stockholders vote “FOR” each of the proposals to be considered at the EFBI special meeting.

You are encouraged to read this document, including the materials incorporated by reference into this document, carefully. In particular, you should read the “RISK FACTORS” section beginning on page 18 for a discussion of the risks related to the Merger and owning LCNB common shares after the Merger.

Whether or not you plan to attend the EFBI special meeting, your board urges you to vote by either completing, signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope or by submitting your proxy by telephone or over the Internet.

Not voting by proxy or at the special meeting will have the same effect as voting against the approval of the Merger Agreement. Your board urges you to carefully read this proxy statement/prospectus, which contains a detailed description of EFBI’s special meeting, the Merger proposal, the LCNB common shares to be issued in the Merger and other related matters.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Laurel Hill Advisory Group, LLC, EFBI’s proxy solicitor, by calling toll-free at 1-(888)-742-1305. Banks and brokers should call (516) 933-3100.

Sincerely,

Gary J. Koester Chairman and Chief Executive Officer Eagle Financial Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the LCNB common shares to be issued in the Merger or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the Merger described in this proxy statement/prospectus are not savings accounts, deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other federal or state governmental agency.

This proxy statement/prospectus is dated February 21, 2024, and it

is first being mailed to EFBI stockholders on or about March 4, 2024. 

EAGLE FINANCIAL BANCORP, INC.

6415 Bridgetown Road

Cincinnati, Ohio 45248

(513) 574-0700

Notice of Special Meeting of Stockholders

to be held on April 3, 2024

To the Stockholders of Eagle Financial Bancorp, Inc.:

Notice is hereby given that a special meeting of the stockholders of Eagle Financial Bancorp, Inc. (“EFBI”) will be held at Western Hills Country Club, located at 5780 Cleves Warsaw Pike, at 3:00 p.m., Eastern Time, on April 3, 2024, for the purpose of considering and voting on the following matters:

Holders of record of EFBI common stock at the close of business on February 2, 2024, the record date, are entitled to notice of and to vote on each of these proposals at the special meeting and any adjournment or postponement of the special meeting. The affirmative vote of the holders of at least a majority of EFBI’s shares of common stock outstanding and entitled to vote is required to approve the Agreement and Plan of Merger.

A proxy statement/prospectus and proxy card for the special meeting are enclosed. A copy of the Agreement and Plan of Merger is attached as Annex A to the proxy statement/prospectus.

Pursuant to Maryland law and EFBI’s Articles of Incorporation, holders of EFBI common stock are not entitled to the rights of an objecting or dissenting stockholder.

Your vote is very important, regardless of the number of shares of EFBI common stock you own. Please vote as soon as possible to make sure that your shares of common stock are represented at the special meeting. If you are a holder of record, you may cast your vote in person at the special meeting or, to ensure that your shares of EFBI common stock are represented at the special meeting, you may vote your shares by completing, signing, dating and returning the enclosed proxy card or by submitting your proxy by telephone or over the Internet. If your shares are held in a stock brokerage account or by a bank or other nominee (in “street name”), please follow the voting instructions provided by your broker, bank or nominee.

The EFBI board of directors unanimously recommends that you vote (1) “FOR” the approval of the Agreement and Plan of Merger, and (2) “FOR” adjourning the special meeting, if necessary, to solicit additional proxies.

						By Order of the Board of Directors,
						Gary J. Koester
						Chairman and Chief Executive Officer
March 4, 2024 Cincinnati, Ohio						Eagle Financial Bancorp, Inc.

WHERE YOU CAN FIND MORE INFORMATION

LCNB Corp. (“LCNB”) is a publicly traded company that files annual, quarterly and other reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”). LCNB’s public filings are available to the public from the SEC’s website at www.sec.gov. You may request a copy of LCNB’s filings with the SEC (excluding exhibits) at no cost by contacting us at the address and/or telephone number below. Certain information filed by LCNB with the SEC is also available, without charge, through LCNB’s website at www.lcnbcorp.com.

LCNB has filed with the SEC a registration statement on Form S-4 to register its common shares to be issued to EFBI stockholders as part of the merger consideration. This document is a part of that registration statement. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and request a copy of the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This proxy statement/prospectus incorporates by reference important business and financial information about LCNB from documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” beginning on page 89. These documents are available, without charge, to you upon written or oral request at the applicable company’s address and telephone number listed below:

LCNB Corp.

2 North Broadway

Lebanon, Ohio 45036

Attn: Investor Relations

(513) 932-1414

To obtain timely delivery of these documents, you must request the information no later than March 27, 2024 in order to receive them before the EFBI special meeting.

EFBI does not file reports or other information with the SEC. If you would like copies of EFBI’s Articles of Incorporation and/or Bylaws from EFBI, please send a request in writing or by telephone to the EFBI address and telephone number listed below:

Eagle Financial Bancorp, Inc.

6415 Bridgetown Road

Cincinnati, OH 45248

Attn: Gary J. Koester

(513) 574-0700

To obtain timely delivery of these documents, you must request the information no later than March 27, 2024 in order to receive them before the EFBI special meeting.

LCNB common shares are traded on the Nasdaq Capital Market^® under the symbol “LCNB.” EFBI’s common stock is traded on the OTCQB Market under the symbol “EFBI.”

Neither LCNB nor EFBI has authorized anyone to provide you with any information other than the information included in this document and documents which are incorporated by reference. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this document and the documents incorporated by reference are accurate only as of their respective dates. Each of LCNB’s and EFBI’s business, financial condition, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS

i

Financial Information:

Unaudited Consolidated Financial Statements of Eagle Financial Bancorp, Inc. as of and for the Nine Months Ended September 30, 2023

Audited Consolidated Financial Statements of Eagle Financial Bancorp, Inc. as of and for the Years Ended December 31, 2022, 2021, 2020 and 2019

Annexes:

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Merger and the EFBI special meeting. You are urged to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

The Merger Agreement must be approved by the stockholders of EFBI before the Merger can be completed. To that end, EFBI is holding a special meeting of its stockholders (the “EFBI Special Meeting”) to obtain the required approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by EFBI’s stockholders.

This document constitutes the proxy statement of EFBI for use in soliciting proxies from EFBI stockholders for the EFBI Special Meeting. This document is also a prospectus that is being delivered by LCNB to EFBI’s stockholders because, in connection with the Merger, LCNB is offering LCNB common shares to holders of EFBI’s common stock.

This proxy statement/prospectus contains important information about the Merger and the EFBI Special Meeting, and you should read it carefully. The enclosed voting materials allow you to vote your EFBI common stock without attending the special meeting. Your vote is important, and we encourage you to submit your proxy as soon as possible.

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LCNB will not issue any fractional shares in connection with the Merger. Instead, each holder of EFBI common stock who would otherwise be entitled to receive a fraction of a LCNB common share (after taking into account all shares of EFBI common stock owned by such holder at the Effective Time) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the LCNB fractional common share to which such holder would otherwise be entitled multiplied by $19.10. Any such cash paid for fractional shares will not count toward the allocation of consideration to be paid in cash.

Ultimately, no less than 60% and no greater than 70% of the Merger Consideration will be LCNB common shares and no less than 30% and no greater than 40% of the Merger Consideration will be cash. If holders of EFBI common stock elect to receive more than 70% total Merger Consideration as LCNB common shares or if holders of EFBI common stock elect to receive more than 40% total Merger Consideration as cash, the ratio will be appropriately adjusted to no less than 60% and no greater than 70% LCNB common shares and no less than 30% and no greater than 40% cash, and the ratio will be applied pro rata to the holders of EFBI common stock that made such election.

Any holder of EFBI who does not make an election will receive LCNB common shares or cash at the discretion of the Exchange Agent prior to the re-balancing discussed above in order to help the Exchange Agent reach the no less than 60% and no greater than 70% LCNB common shares and no less than 30% and no greater than 40% cash ratio prior to redistributing the shares of those stockholders who made the election.

LCNB believes that the Merger will benefit LCNB and its shareholders by enabling LCNB to further strengthen its position in the Cincinnati, Ohio area market and the competitive position of the combined organization. Furthermore, LCNB believes its increased asset size after the Merger will create additional economies of scale and provide opportunities for asset and earnings growth in an extremely competitive banking environment. To review LCNB’s reasons for the Merger in more detail, see “THE MERGER—LCNB’s Reasons for the Merger” on page 57 of this proxy statement/prospectus.

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THE TAX CONSEQUENCES OF THE MERGER TO YOU WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Even if you plan to attend the EFBI Special Meeting, EFBI recommends that you vote your shares in advance so that your vote will be counted if you later decide not to or become unable to attend the meeting. If you are a holder of record, you may cast your vote in person at the special meeting or, to ensure that your shares of EFBI common stock are represented at the special meeting, you may vote your shares by completing, signing, dating and returning the enclosed proxy card or by submitting your proxy by telephone or over the Internet. If you hold your shares in “street name” through a broker or other nominee, you should follow the instructions in the notice of Internet availability of proxy materials or voting instructions provided by your broker or other nominee in order to instruct your broker or other nominee on how to vote your common stock. The availability of telephone and Internet voting will depend on the voting process of your broker or other nominee.

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The adjournment of the EFBI Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the EFBI Special Meeting, will be decided by a majority of the votes cast if a quorum is present. If a quorum is not present at the EFBI Special Meeting, EFBI’s Bylaws permit the EFBI board of directors or the holders of the majority of shares present at the meeting to adjourn the EFBI Special Meeting to another date, time and place.

Each holder of EFBI common stock is entitled to cast one (1) vote on each matter properly brought before the EFBI Special Meeting for each share of EFBI common stock that such holder owned as of the close of business on the record date.

Q: How can I vote my shares in person if I attend the EFBI Special Meeting?

Shares in “street name.” If your EFBI common stock is held through a broker, bank or other institution, you must obtain a “legal proxy” from the record holder of your shares in order to vote in person at the EFBI Special Meeting. Please contact the institution holding your shares for information on how to obtain a legal proxy.

Eagle.bank Employee Stock Ownership Plan (the “ESOP”) Participants. If you participate in the ESOP, you will receive a voting instruction card that reflects all shares that you may direct the trustees to vote on your behalf under the ESOP. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each participant in the ESOP may direct the trustee how to vote the shares of common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of common stock held by the ESOP and all allocated shares for which no timely voting instructions are received in the same proportion as shares for which it has received valid voting instructions.

Eagle.bank 401(k) Profit Sharing Plan (the “401(k) Plan”) Participants. If you hold Eagle Bank common stock in the 401(k) Plan, you will receive a voting instruction card that reflects all shares that you may direct the 401(k) Plan trustee to vote on your behalf under the 401(k) Plan. Under the terms of the 401(k) Plan,

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you may direct the 401(k) Plan trustee how to vote the shares allocated to your account. If the 401(k) Plan trustee does not receive your voting instructions, the 401(k) Plan trustee will be instructed to vote your shares in the same proportion as the voting instructions received from other 401(k) Plan participants.

The deadline for returning your voting instruction cards is March 27, 2024.

Even if you plan to attend the EFBI Special Meeting, EFBI recommends that you vote your shares in advance so that your vote will be counted if you later decide not to or become unable to attend the special meeting. See “How do I vote my common stock of EFBI?”. Additional information on attending the special meetings can be found under the section entitled “The Special Meeting of Stockholders of EFBI” on page 37.

If you fail to promptly submit your voting instructions by returning your proxy card before the EFBI Special Meeting or vote in person at the EFBI Special Meeting or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the proposal to approve the Merger Agreement, it will have the same effect as a vote “AGAINST” the proposal. If you fail to return your proxy card or submit your voting instructions by telephone or via the Internet or vote in person at the EFBI Special Meeting or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the proposal to approve the adjournment of EFBI’s Special Meeting, if necessary, to solicit additional proxies, it will have no effect on the votes on those proposals.

Assuming a quorum is present, if you are an EFBI stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on the proposal to approve the Merger, which broker non-votes will have the same effect as a vote “AGAINST” such proposal.

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If you hold your shares through the ESOP, the 401(k) Plan, a bank, broker, trustee or nominee and you have instructed the bank, broker, trustee or nominee to vote your shares, you must follow the directions received from your bank, broker, trustee or nominee to change those instructions.

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Laurel Hill Advisory Group, LLC

Record Holders: 1-(888) 742-1305 (toll-free)

Banks and brokers (516) 933-3100

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed merger, the plans, objectives, expectations and intentions of LCNB and EFBI, the expected timing of completion of the Merger, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, continue, remain, believe, intend, estimate, plan, project, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995 (“Reform Act”), notwithstanding that such statements are not specifically identified.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors, in addition to the factors relating to the Merger discussed under the caption “RISK FACTORS” beginning on page 18 and the factors previously disclosed in LCNB’s reports filed with the SEC, which could cause actual results to differ materially from those contained or implied in the forward-looking statements:

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In addition, certain statements may be contained in the future filings of LCNB with the SEC, in press releases and in oral and written statements made by or with the approval of LCNB or EFBI that are not statements of historical fact and constitute forward-looking statements within the meaning of the Reform Act. Examples of forward-looking statements include, but are not limited to:

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, we caution you not to place reliance on these forward-looking statements. Annualized, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither LCNB nor EFBI undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that LCNB has filed with the SEC as described under “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document.

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LCNB and EFBI expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” on page 15, you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document.

An investment by EFBI stockholders in LCNB common shares as a result of the exchange of EFBI common stock for LCNB common shares in the Merger involves certain risks. Certain material risks and uncertainties connected with the Merger Agreement and transactions contemplated thereby, including the Merger and the Subsidiary Bank Merger, and ownership of LCNB common shares are discussed below. In addition, LCNB discusses certain other material risks connected with the ownership of LCNB common shares and with LCNB’s business under the caption “Risk Factors” appearing in its Annual Report on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC or may be filed with the SEC after the date of this proxy statement/prospectus, each of which reports is or will be incorporated by reference in this proxy statement/prospectus.

Holders of EFBI common stock should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this proxy statement/prospectus, in deciding whether to vote for approval of the proposals for which they may be entitled to vote at the EFBI Special Meeting described herein. The risks described in this proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of LCNB common shares that you, as an existing holder of EFBI common stock, will hold upon consummation of the Merger, and could result in a significant decline in the value of LCNB common shares and the holders of EFBI common stock to lose all or part of the value of their respective investments in LCNB common shares.

Risks Related to the Merger

Because the market price of LCNB common shares may fluctuate, holders of EFBI common stock cannot be certain of the market value of the Merger Consideration they will receive.

Under the terms of the Merger Agreement, holders of between 60% and 70% of the EFBI common stock will receive 1.1401 shares of LCNB common shares for each share of EFBI common stock they hold immediately prior to the Effective Time.

LCNB will not issue any fractional common shares in connection with the Merger. Instead, each holder of EFBI common stock who would otherwise be entitled to receive a fraction of an LCNB common share (after taking into account all shares of EFBI common stock owned by such holder at the Effective Time) will receive cash, without interest, in an amount equal to the LCNB fractional common share to which such holder would otherwise be entitled to multiplied by $19.10.

Any change in the market price of LCNB common shares prior to the completion of the Merger will affect the market value of the Merger Consideration that EFBI stockholders will receive following completion of the Merger. Stock price changes may result from a variety of factors that are beyond the control of LCNB and EFBI, including but not limited to general market and economic conditions, changes in their respective businesses, operations and prospects, consumer concerns regarding the banking industry, and regulatory considerations.

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Therefore, at the time of the EFBI Special Meeting, EFBI stockholders will not know the precise market value of the consideration they will receive at the Effective Time. EFBI stockholders should obtain current sale prices for LCNB common shares before voting their shares at the EFBI Special Meeting.

You may receive a form of consideration different from the form of consideration you elect.

Under the terms of the Merger Agreement, stockholders of EFBI will be entitled to elect to receive, after the Merger is completed, for each share of EFBI common stock: (i) cash or (ii) LCNB common shares. The form of consideration to be received by each EFBI stockholder is subject to reallocation to ensure that no less than 30% and no more than 40% of the Merger Consideration will consist of cash and at least 60% but no more than 70% of the Merger Consideration will consist of LCNB’s common shares. The Merger Agreement contains proration and allocation methods to achieve this result. If you elect to receive cash and the available cash is oversubscribed, then you will receive a portion of the Merger Consideration in the form of LCNB’s common shares. If you elect to receive LCNB common shares and the available stock is oversubscribed, then you will receive a portion of the Merger consideration in cash.

The market price of LCNB common shares after the Merger may be affected by factors different from those affecting the shares of EFBI common stock or LCNB common shares currently.

In the Merger, holders of EFBI common stock will become holders of LCNB common shares. Although similar in some respects, LCNB’s business does differ from that of EFBI. Accordingly, the results of operations of the combined company and the market price of LCNB common shares after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of each of LCNB and EFBI. For a discussion of the businesses of LCNB and EFBI and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document.

LCNB could experience difficulties in managing its growth and effectively integrating the operations of EFBI and Eagle Bank.

The earnings, financial condition and prospects of LCNB after the Merger will depend in part on LCNB’s ability to successfully integrate the operations of EFBI and Eagle Bank and to continue to implement its own business plan. LCNB may not be able to fully achieve the strategic objectives and projected operating efficiencies anticipated in the Merger. The costs or difficulties relating to the integration of EFBI and Eagle Bank with the LCNB organization may be greater than expected or the cost savings from any anticipated economies of scale of the combined organization may be lower or take longer to realize than expected. Inherent uncertainties exist in integrating the operations of any acquired entity, and LCNB may encounter difficulties, including matters such as loss of key employees and customers, and the disruption of its ongoing business or possible inconsistencies in standards, controls, procedures and policies, among others. In addition, the attention of LCNB’s management and leadership team could be diverted should they choose to pursue additional acquisition activity. These factors could contribute to LCNB not fully achieving the expected benefits from the Merger.

The Merger Agreement limits EFBI’s ability to pursue alternatives to the Merger with LCNB, may discourage other acquirers from offering a higher valued transaction to EFBI and may, therefore, result in less value for the EFBI stockholders.

The Merger Agreement contains a provision that, subject to certain limited exceptions, prohibits EFBI from soliciting, negotiating, or providing confidential information to any third party relating to any competing proposal to acquire EFBI or Eagle Bank.

In addition, if the Merger Agreement is terminated by EFBI under certain circumstances involving alternative acquisition proposals, EFBI may be required to pay a termination fee to LCNB equal to $1,025,000. The requirement that EFBI make such a payment could discourage another company from making a competing proposal.

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The opinion of EFBI’s financial advisor does not reflect changes in circumstances subsequent to the date of such opinion.

EFBI’s board of directors received an opinion, dated November 28, 2023, from EFBI’s financial advisor as to the fairness of the Merger Consideration, from a financial point of view, as of the date of each such opinion. Subsequent changes in the operation and prospects of EFBI or LCNB, general market and economic conditions and other factors that may be beyond the control of EFBI or LCNB may significantly alter the value of EFBI or LCNB or the prices of the shares of EFBI common stock or LCNB common shares by the time the Merger is completed. The opinion does not address the fairness of the Merger Consideration, from a financial point of view, at the time the Merger is completed, or as of any other date other than the date of such opinion. The opinion of EFBI’s financial advisor is attached as Annex B to this proxy statement/prospectus. For a description of the opinion, see “THE MERGER— Opinion of EFBI’s Financial Advisor” on page 46 of this proxy statement/prospectus.

LCNB shareholders and EFBI stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management of the combined organization.

The Merger will dilute the ownership position of LCNB shareholders and result in EFBI stockholders having an ownership stake in the combined company that is smaller than their current stake in EFBI. Upon completion of the Merger and subject to the reallocation, we estimate that continuing LCNB shareholders will own approximately 92.94% of the issued and outstanding common shares of the combined company, and former EFBI stockholders will own approximately 7.06% of the issued and outstanding common shares of the combined company. Consequently, LCNB shareholders and EFBI stockholders, as a general matter, will have less influence over the management and policies of the combined company after the Effective Time than they currently exercise over the management and policies of LCNB and EFBI, respectively.

The Merger Agreement subjects LCNB and EFBI to certain restrictions on their respective business activities prior to the Effective Time.

The Merger Agreement subjects LCNB and EFBI to certain restrictions on their respective business activities prior to the Effective Time. Subject to certain specified exceptions, the Merger Agreement obligates EFBI to, and to cause each of its subsidiaries to, conduct its business in the ordinary course in all material respects and use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships, and each of LCNB and EFBI to cause, and to cause each of its subsidiaries to, take no action that would reasonably be likely to adversely affect or delay the ability of either LCNB or EFBI to obtain any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the Merger Agreement or to perform its respective covenants and agreements under the Merger Agreement or to consummate the transactions contemplated by the Merger Agreement on a timely basis. These restrictions could prevent EFBI from pursuing certain business opportunities that arise prior to the Effective Time. See the section entitled “THE MERGER AGREEMENT – EFBI’s Conduct of Business Pending the Merger” beginning on page 75 and “THE MERGER AGREEMENT – LCNB’s Conduct of Business Pending the Merger” beginning on page 79.

The LCNB common shares to be received by EFBI stockholders upon completion of the Merger will have different rights from EFBI common stock.

Upon completion of the Merger, holders of EFBI common stock will no longer be stockholders of EFBI and some will become shareholders of LCNB, and their rights as shareholders of LCNB will be governed by the Ohio Revised Code and by LCNB’s Amended and Restated Articles of Incorporation and Code of Regulations. The terms of LCNB’s Amended and Restated Articles of Incorporation and LCNB’s Code of Regulations are in some respects materially different than the terms of EFBI’s Articles of Incorporation and EFBI’s Bylaws. See “COMPARISON OF CERTAIN RIGHTS OF EFBI STOCKHOLDERS AND LCNB SHAREHOLDERS” on page 82 of this proxy statement/prospectus.

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Failure to complete the Merger could negatively impact the value of EFBI’s stock and future businesses and financial results of LCNB and EFBI.

If the Merger is not completed, the ongoing businesses of LCNB and EFBI may be adversely affected and LCNB and EFBI will be subject to several risks, including the following:

In addition, if the Merger is not completed, EFBI may experience negative reactions from its customers and employees. Employees could resign and obtain other employment as a result of the potential Merger. EFBI also could be subject to litigation related to any failure to complete the Merger.

The combined company is expected to incur substantial costs in connection with the related integration. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including data processing, purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While EFBI and LCNB have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the Merger, and the amount and timing of such charges are uncertain at present.

Completion of the Merger is subject to many conditions and if these conditions are not satisfied or waived, the Merger will not be completed.

The respective obligations of LCNB and EFBI to complete the Merger are subject to the fulfillment or written waiver of many conditions, including approval by the requisite vote of EFBI stockholders, receipt of requisite regulatory approvals, absence of orders prohibiting completion of the Merger, effectiveness of the registration statement of which this document is a part, approval of the LCNB common shares to be issued to EFBI for listing on the Nasdaq Capital Market^®, the continued accuracy of the representations and warranties by both parties, and the performance by both parties of their covenants and agreements. See “THE MERGER AGREEMENT—Conditions to Consummation of the Merger” on page 72 of this proxy statement/prospectus. These conditions to the consummation of the Merger may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not completed by July 1, 2024, either LCNB or EFBI may have the opportunity to choose not to proceed with the Merger, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after approval by the requisite vote of the EFBI stockholders. In addition, LCNB or EFBI may elect to terminate the Merger Agreement in certain other circumstances. See “THE MERGER AGREEMENT—Termination of the Merger Agreement” on page 79 of this proxy statement/prospectus for a fuller description of these circumstances.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the Merger and the Subsidiary Bank Merger may be completed, various approvals, consents and non-objections must be obtained from the OCC, Federal Reserve and other regulatory authorities. In determining

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whether to grant these approvals, these regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “THE MERGER—Regulatory Approvals Required” beginning on page 57. These approvals could be delayed or not obtained at all, due to a number of factors including any or all of the following: an adverse development in either party’s regulatory standing, or any other factors considered by regulatory authorities in granting such approvals; governmental, political or community group inquiries, investigations or opposition; changes in legislation or the political environment, including as a result of changes of the U.S. executive administration, Congressional leadership and regulatory agency leadership. The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that the regulatory authorities will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the Merger or will otherwise reduce the anticipated benefits of the Merger. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the Merger. Additionally, the completion of the Merger is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the Merger Agreement. Despite the parties’ commitments to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the Merger Agreement, neither LCNB, EFBI nor Eagle Bank is required under the terms of the Merger Agreement to take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be likely to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the Merger. See the section entitled “THE MERGER —Regulatory Approvals Required” beginning on page 57.

Issuance of shares of LCNB common shares in connection with the Merger may adversely affect the market price of LCNB common shares.

In connection with the payment of the Merger Consideration, LCNB expects to issue up to 1,071,230 LCNB common shares to EFBI stockholders. The issuance of these new LCNB common shares may result in fluctuations in the market price of LCNB common shares, including a stock price decrease.

If the Merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, then the EFBI stockholders may be required to pay substantial U.S. federal income taxes.

LCNB’s and EFBI’s obligations to complete the Merger are conditioned upon the receipt of a legal opinion from Dinsmore to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Internal Revenue the Code (the “Merger Tax Opinion”). The Merger Tax Opinion will be based on, among other things, certain representations and assumptions as to factual matters made by LCNB and EFBI. The failure of any factual representation or assumption to be true, correct and complete in all material respects could affect the validity of the Merger Tax Opinion. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set forth in the Merger Tax Opinion. In addition, the Merger Tax Opinion will be based on current law, and cannot be relied upon if current law changes with retroactive effect. If the Merger does not qualify as a reorganization under Section 368(a) of the Internal Revenue Code, then the stock consideration received in the Merger would be taxable to the U.S. resident EFBI stockholders and such stockholders would be treated as selling their EFBI common stock in a taxable transaction in exchange for LCNB common shares and cash (if any) received in the Merger, and could as a result recognize taxable income in the Merger with respect to the stock consideration as well as the cash consideration received in the Merger. All EFBI stockholders should read carefully the

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description under the section captioned “THE MERGER —Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 61 of this proxy statement/prospectus and are strongly encouraged to consult their own tax advisors concerning these matters.

Risks Related to LCNB’s Business

You should read and consider risk factors specific to LCNB’s business that will also affect the combined company after the Merger, described in LCNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as updated by subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed by LCNB with the SEC and incorporated by reference into this document. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page 89 of this proxy statement/prospectus.

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MARKET PRICE AND DIVIDEND INFORMATION

LCNB’s common shares listed and traded on the NASDAQ Capital Market^® under the symbol “LCNB”. As of February 2, 2024 there were 13,174,708 LCNB common shares outstanding, which were held by 1,064 holders of record.

EFBI’s common stock is quoted on the OTCQB under the symbol “EFBI;” however, the shares do not have an active trading market and are not traded frequently. As of February 2, 2024, there were 1,342,275 shares of EFBI common stock outstanding, which were held by 174 holders of record.

The information presented in the following table reflects the last reported sale prices per share of LCNB common shares and EFBI common stock as of November 28, 2023, the last trading day preceding our public announcement of the Merger, and February 20, 2024, the last practicable day for which information was available prior to the date of this proxy statement/prospectus. The table also presents the implied value of EFBI common stock based on those prices for LCNB’s common shares and the 1.1401 fixed exchange ratio that makes up the common share portion of the Merger Consideration. No assurance can be given of what the market price of LCNB’s common shares will be if and when the Merger is completed.

The following table lists the high and low sales prices per share for LCNB common shares and EFBI common stock and the cash dividends declared by each company for the periods indicated.

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The following table provides information as of December 31, 2023 with respect to EFBI’s equity compensation plan under which shares of EFBI common stock are authorized for issuance:

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CERTAIN INFORMATION ABOUT EFBI

Management’s Discussion and Analysis of Financial Condition of EFBI at September 30, 2023 and December 31, 2022

Total Assets. Total assets were $175.8 million at September 30, 2023, an increase of $2.0 million, or 1.2%, over the $173.7 million at December 31, 2022. The increase was primarily due to an increase in loans, net of allowance for credit losses of $7.1 million, and an increase in loans held for sale of $2.3 million, offset by a decrease in cash and cash equivalents of $3.0 million, a decrease in interest bearing time deposits in other banks of $3.5 million, and a decrease in US treasuries of $2.2 million.

Net Loans. Net loans totaled $139.2 million at September 30, 2023, as compared to $132.1 million at December 31, 2022, an increase of $7.1 million or 5.4%. During the nine months ended September 30, 2023, we originated $72.4 million of loans, $53.3 million of which were one- to four-family residential real estate loans, and sold $29.8 million of loans in the secondary market. During the nine months ended September 30, 2023, one- to four-family residential real estate loans increased $5.8 million, or 7.5%, to $83.3 million, multi-family loans decreased $349,000, or 38.6%, to $555,000, commercial real estate loans and land loans increased $3.7 million, or 13.2%, to $31.6 million, construction loans increased $1.2 million, or 6.7%, to $19.5 million, home equity and other consumer loans decreased $328,000, or 4.3% to $7.3 million, and commercial loans decreased $807,000, or 9.0% to $8.2 million. Management continues to emphasize the origination of high-quality loans for retention in the loan portfolio.

Deposits. Deposits increased by $2.1 million, or 1.6%, to $135.0 million at September 30, 2023 from $132.8 million at December 31, 2022. Our core deposits, which are all deposits other than certificates of deposit, decreased $10.9 million, or 12.1%, to $79.6 million at September 30, 2023 from $90.5 million at December 31, 2022. Certificates of deposit increased $13.1 million, or 30.9%, to $55.4 million at September 30, 2023 from $42.3 million at December 31, 2022. During the nine months ended September 30, 2023, the deposit base was impacted by the rising interest rate environment as customers were retained and attracted by higher interest earning certificates of deposit.

Shareholders’ Equity. Shareholders’ equity decreased $346,000, or 1.3%, to $26.3 million at September 30, 2023 from $26.6 million at December 31, 2022. The decrease resulted primarily from the implementation of the Financial Accounting Standards Board (“FASB”) ASU 2016-13, a current expected credit loss model (“CECL”), which resulted in a $376,000 contribution to the allowance for credit losses, a repurchase of common stock of $27,000, and dividends paid of $322,000, offset by expense of $85,000 related to the ESOP shares committed to be released, expense of $205,000 related to stock-based compensation, and net income of $89,000 during the nine months ended September 30, 2023.

Management’s Discussion and Analysis of Results of Operation of EFBI for the Three Months Ended September 30, 2023 and September 30, 2022

General. Our net income for the three months ended September 30, 2023 was $30,000, compared to a net income of $268,000 for the three months ended September 30, 2022, a decrease of $238,000, or 88.8%. The decrease was largely driven by a $563,000 increase in total interest expense, offset by a $358,000 increase in total interest and dividend income, and a $63,000 reduction in provision for income taxes.

Interest Income. Total interest income increased $358,000, or 25.6%, to $1.8 million for the three months ended September 30, 2023 from $1.4 million for the three months ended September 30, 2022. This increase was primarily attributable to a $340,000 increase in interest on loans, and an increase of $31,000 in dividend income on Federal Home Loan Bank stock. The average balance of interest-earning assets increased $6.5 million for the three months ended September 30, 2023, or 4.3%, from the average balance for the three months ended September 30, 2022, while the average yield on interest-earning assets increased by 75 basis points to 4.39% for the three months ended September 30, 2023 from 3.64% for the three months ended September 30, 2022.

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Interest Expense. Total interest expense increased $563,000, or 489.6%, to $678,000 for the three months ended September 30, 2023 from $115,000 for the three months ended September 30, 2022. This increase is the result of interest expense on deposits, which increased by $412,000, and interest expense on Federal Home Loan Bank (“FHLB”) advances, which increased by $151,000. The average balance of deposits for the three months ended September 30, 2023 decreased by $1.2 million, or 1.0% from the average balance for the three months ended September 30, 2022, while the average cost of deposits increased by 128 basis points to 1.64% for the three months ended September 30, 2023 from 0.36% for the three months ended September 30, 2022. The average balance of FHLB advances for the three months ended September 30, 2023 increased by $11.0 million, while the average cost of FHLB advances increased by 551 basis points to 5.51% for the three months ended September 30, 2023.

Net Interest Income. Net interest income decreased $205,000, or 16.0%, to $1.1 million for the three months ended September 30, 2023, compared to $1.3 million for the three months ended September 30, 2022. The decrease reflected an increase in total interest and dividend income of $358,000, and an increase in total interest expense of $563,000. Our net interest margin decreased to 2.69% for the three months ended September 30, 2023 from 3.34% for the three months ended September 30, 2022. Our net interest rate spread decreased to 2.44% for the three months ended September 30, 2023 from 3.28% for the three months ended September 30, 2022. The interest rate spread and net interest margin were impacted by the rising interest rate environment during the three months ended September 30, 2023.

Provision for Credit Losses. We recorded no provision for credit losses for the three months ended September 30, 2023 and 2022. The allowance for credit losses was $1.6 million, or 1.08% of total loans, at September 30, 2023, compared to $1.2 million, or 0.85% of total loans, at December 31, 2022. Total nonperforming loans were $3.1 million at September 30, 2023, compared to $1.1 million at December 31, 2022. Classified loans were $3.1 million at September 30, 2023 and December 31, 2022. Total loans past due 30 days or more were $3.1 million and $608,000 at September 30, 2023 and December 31, 2022, respectively. Net charge-off totaled $5,000 for the three months ended September 30, 2023, compared to $2,000 of net recovery for the three months ended September 30, 2022.

Non-Interest Income. Total non-interest income totaled $483,000 for both of the three months ended September 30, 2023 and September 30, 2022.

Non-Interest Expense. Non-interest expense increased $96,000, or 6.8%, to $1.5 million for the three months ended September 30, 2023, compared to $1.4 million for the three months ended September 30, 2022. The increase was primarily the result of an increase in data processing of $54,000, and an increase in legal and professional services of $71,000, offset by a decrease in franchise and other taxes of $13,000, and a decrease in advertising of $13,000 each.

Federal Income Taxes. Federal income taxes decreased by $63,000 to an income tax expense of $14,000 for the three months ended September 30, 2023, compared to an income tax expense of $77,000 for the three months ended September 30, 2022. The decrease in income tax expense for the three months ended September 30, 2023 was primarily a result of the decrease in net interest income and the resulting decrease in net income.

Management’s Discussion and Analysis of Operating Results of EFBI for the Nine Months Ended September 30, 2023 and September 30, 2022

General. Our net income for the nine months ended September 30, 2023 was $89,000, compared to a net income of $445,000 for the nine months ended September 30, 2022, a decrease of $356,000, or 80.0%. The decrease was largely driven by a $1.3 million increase in total interest expense, and a $843,000 decrease in total non-interest income, offset by a $1.4 million increase in total interest and dividend income, a $109,000 decrease in provision for credit losses, and a $88,000 decrease in income taxes for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

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Interest Income. Interest income increased $1.4 million, or 38.2%, to $5.1 million for the nine months ended September 30, 2023 from $3.7 million for the nine months ended September 30, 2022. This increase was attributable to an increase in interest income on loans of $1.1 million, an increase in interest income on US treasuries of $101,000, an increase in FHLB stock dividends of $121,000, and an increase in other interest earning deposits of $141,000. The average balance of interest-earning assets increased $7.0 million for the nine months ended September 30, 2023, or 4.6%, from the average balance for the nine months ended September 30, 2022, while the average yield on interest-earning assets increased by 104 basis points to 4.27% for the nine months ended September 30, 2023 from 3.23% for the nine months ended September 30, 2022.

Interest Expense. Total interest expense increased $1.3 million, or 351.9%, to $1.6 million for the nine months ended September 30, 2023 from $364,000 for the nine months ended September 30, 2022, due to an increase in interest expense on deposit accounts and FHLB advances. The average balance of deposits during the nine months ended September 30, 2023 decreased by $3.8 million, or 2.9% from the average balance for the nine months ended September 30, 2022, while the average cost of deposits increased by 91 basis points to 1.28% for the nine months ended September 30, 2023 from 0.37% for the nine months ended September 30, 2022. The average balance of FHLB advances for the nine months ended September 30, 2023 increased by $11.1 million, while the average cost of FHLB advances was 5.10% for the nine months ended September 30, 2023.

Net Interest Income. Net interest income increased $138,000, or 4.1%, to $3.5 million for the nine months ended September 30, 2023, compared to $3.4 million for the nine months ended September 30, 2022. The increase reflected an increase in total interest and dividend income of $1.4 million, offset by an increase in total interest expense of $1.3 million. Our net interest margin decreased to 2.90% for the nine months ended September 30, 2023 from 2.91% for the nine months ended September 30, 2022. Our net interest rate spread decreased to 2.69% for the nine months ended September 30, 2023 from 2.86% for the nine months ended September 30, 2022. The interest rate spread and net interest margin were impacted by the increasing interest rate environment in the nine months ended September 30, 2023.

Provision for Credit Losses. We recorded no provision for credit losses for the nine months ended September 30, 2023, as compared to $109,000 for the nine months ended September 30, 2022. The allowance for credit losses was $1.6 million, or 1.08% of total loans, at September 30, 2023, compared to $1.2 million, or 0.85% of total loans, at December 31, 2022. Total nonperforming loans were $3.1 million at September 30, 2023, compared to $1.1 million at December 31, 2022. Classified loans were $3.1 million at September 30, 2023 and December 31, 2022. Total loans past due 30 days or more were $3.1 million and $608,000 at September 30, 2023 and December 31, 2022, respectively. Net charge-off totaled $5,000 for the nine months ended September 30, 2023, compared to $91,000 of net charge-off for the nine months ended September 30, 2022.

Non-Interest Income. Non-interest income decreased $843,000, or 43.5%, to $1.1 million for the nine months ended September 30, 2023 from $1.9 million for the nine months ended September 30, 2022. The decrease was primarily due to a decrease in net gain on sale of loans of $221,000, a decrease in other service charges and fees of $328,000, and a decrease in gain on sale of foreclosed real estate of $296,000 during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

Non-Interest Expense. Non-interest expense decreased $152,000, or 3.3%, to $4.5 million for the nine months ended September 30, 2023, compared to $4.6 million for the nine months ended September 30, 2022. The decrease was primarily the result of a decrease in compensation and employee benefits of $297,000, offset by an increase in data processing expense of $123,000.

Federal Income Taxes. Federal income taxes decreased by $88,000 to an income tax expense of $37,000 for the nine months ended September 30, 2023, compared to an income tax expense of $125,000 for the nine months ended September 30, 2022. The decrease in income tax expense for the nine months ended September 30, 2023 was a primarily the result of the decrease in non-interest income of $843,000, offset by the increase in net interest income after provision for credit losses of $247,000, and the decrease of non-interest expense of $152,000 for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, and the resulting decrease in income before income taxes.

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Management’s Discussion and Analysis of Financial Condition of EFBI at December 31, 2022 and December 31, 2021

Total Assets. Total assets were $173.7 million at December 31, 2022, a decrease of $1.1 million, or 0.6%, below the $174.8 million at December 31, 2021. The decrease was primarily due to a decrease in cash and cash equivalents of $33.3 million, a decrease in loans held for sale of $2.7 million, offset by an increase in loans, net of allowance for loan losses of $20.1 million, an increase in interest bearing time deposits in other banks of $4.4 million, and an increase in held-to-maturity securities net of (discount)/premium of $10.1 million.

Net Loans. Net loans totaled $132.1 million at December 31, 2022, as compared to $111.9 million at December 31, 2021, an increase of $20.1 million or 18.0%. During the year ended December 31, 2022, we originated $112.7 million of loans, $77.2 million of which were one-to four-family residential real estate loans, and sold $46.0 million of loans in the secondary market. During the year ended December 31, 2022, one-to four-family residential real estate loans increased $12.4 million, or 18.3%, to $80.1 million, multi-family loans decreased $246,000, or 21.4%, to $904,000, commercial real estate loans and land loans increased $3.6 million, or 14.7%, to $27.9 million, construction loans increased $2.5 million, or 16.0% to 18.2 million, home equity and other consumer loans increased $2.0 million, or 34.5% to $7.6 million, and commercial loans increased $437,000, or 5.1% to $9.0 million. Management continues to emphasize the origination of high quality loans for retention in the loan portfolio.

We primarily sell one- to four-family residential loans on a servicing released basis. We sell loans in transactions with the FHLB-Cincinnati through its mortgage purchase program, Franklin American Mortgage Company, and to other investors. We sold $46.0 million of loans in fiscal 2022. Loans serviced for these investors were $478,000 at December 31, 2022. Management intends to continue this sales activity in future periods.

Interest-Bearing Deposits in Other Banks. The Bank’s investment in certificates of deposit in other banks increased by $4.4 million to a total of $7.4 million at December 31, 2022, compared to $3.0 million at December 31, 2021.

Held-to-Maturity Securities. The Bank purchased $10.0 million in held-to-maturity securities net of (discount) premium in 2022. The balance of held-to-maturity securities net of (discount) premium at December 31, 2022 was $10.1 million.

Federal Home Loan Bank Stock. We hold common stock of the FHLB-Cincinnati in connection with our FHLB borrowing activities totaling (at cost) $3.5 million and $2.6 million at December 31, 2022 and 2021. The FHLB-Cincinnati common stock is carried at cost and classified as restricted equity securities. We may be required to purchase additional FHLB-Cincinnati stock if we increase our FHLB-Cincinnati advances in the future.

Foreclosed Real Estate Held for Sale, Net. Foreclosed assets decreased to $25,000, at December 31, 2022, from $409,000 at December 31, 2021. The foreclosed real estate consisted of one nonowner-occupied one-to four-family residential property.

Deposits. Deposits decreased by $8.7 million, or 6.1%, to $132.8 million at December 31, 2022 from $141.5 million at December 31, 2021. Our core deposits, which are all deposits other than certificates of deposit, decreased $8.1 million, or 8.2%, to $90.5 million at December 31, 2022 from $98.6 million at December 31, 2021. Certificates of deposit decreased $614,000, or 1.4%, to $42.3 million at December 31, 2022 from $42.9 million at December 31, 2021. During the year ended December 31, 2022, management continued its strategy of pursuing growth in demand accounts and other lower cost core deposits. Management intends to continue its efforts to increase core deposits, with a special emphasis on growth in consumer and business demand deposits.

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Federal Home Loan Bank Advances. The Bank had $11.0 million of advances from the Federal Home Loan Bank at December 31 2022, compared to $0 at December 31, 2021. At December 31, 2022, the Bank had a $25.0 million line of credit with the Federal Home Loan Bank of which $14.0 million remained available. Our Federal Home Loan Bank advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. To the extent such borrowings have different terms to reprice than our deposits, they can change our interest rate risk profile. See Note 8 to the Financial Statements for additional information on the maturity of our FHLB-Cincinnati advances. At December 31, 2022, we had $11.0 million in outstanding advances from the FHLB-Cincinnati. At December 31, 2022, based on available collateral, our ownership of FHLB stock, and based upon our internal policy, we had access to additional FHLB-Cincinnati advances of up to $40.3 million.

Shareholders’ Equity. Shareholders’ equity decreased $3.5 million, or 11.6%, to $26.6 million at December 31, 2022 from $30.1 million at December 31, 2021. The decrease resulted from a repurchase of 185,911 shares of common stock for $3.9 million, and dividends paid of $379,000, offset by net income of $452,000 during the year ended December 31, 2022, expense of $121,000 related to the ESOP shares committed to be released and expense of $247,000 related to stock-based compensation.

Management’s Discussion and Analysis of Results of Operation of EFBI at December 31, 2022 and December 31, 2021

General. Our net income for the year ended December 31, 2022 was $452,000, compared to a net income of $1.1 million for the year ended December 31, 2021, a decrease of $626,000, or 58.1%. The decrease in net income was due to a decrease in non-interest income of $2.6 million, offset by an increase in total interest and dividend income of $662,000, a decrease in total non-interest expense of $1.1 million, and a decrease in total income tax of $191,000 for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Interest Income. Interest income increased $662,000, or 14.4%, to $5.3 million for the year ended December 31, 2022 from $4.6 million for the year ended December 31, 2021. This increase was attributable to a $155,000 increase in interest income on loans receivable, an increase in interest income on other interest-earning deposits of $239,000, an increase in dividend income on FHLB stock of $108,000, and an increase in interest income on held-to-maturity securities of $160,000. The average balance of loans for the year ended December 31, 2022 increased by $11.0 million, or 10.1%, from the average balance for the year ended December 31, 2021, and the average yield on loans decreased by 26 basis points to 3.91% for the year ended December 31, 2022 from 4.17% for the year ended December 31, 2021. The average balance of interest earning deposits decreased $5.3 million, however, the average yield on those deposits increased by 149 basis points to 1.67% for the year ended December 31, 2022 from 0.18% for the year ended December 31, 2021.

Interest Expense. Total interest expense decreased $71,000, or 11.2%, to $565,000 for the year ended December 31, 2022 from $636,000 for the year ended December 31, 2021. Interest expense on deposit accounts decreased $127,000, or 20.0%, to $509,000 for the year ended December 31, 2022 from $636,000 for the year ended December 31, 2021. The average balance of deposits during the year ended December 31, 2022 increased by $3.4 million, or 2.7% from the average balance for the year ended December 31, 2021, while the average cost of deposits decreased by 11 basis points to 0.39% for the year ended December 31, 2022 from 0.50% for the year ended December 31, 2021. Interest expense on FHLB advances increased $56,000, or 100.0%, to $56,000 for the year ended December 31, 2022 from $0 for the year ended December 31, 2021. The average balance of FHLB advances during the year ended December 31, 2022 increased by $1.3 million, or 133.3% from the average balance for the year ended December 31, 2021, while the average cost of FHLB advances increased by 392 basis points to 4.20% for the year ended December 31, 2022 from 0.28% for the year ended December 31, 2021. The increase in interest expense on FHLB advances was a result of an increase in FHLB borrowings of $11.0 million.

Net Interest Income. Net interest income increased $733,000, or 18.5%, to $4.7 million for the year ended December 31, 2022, compared to $4.0 million for the year ended December 31, 2021. The increase reflected an increase in total interest and dividend income of $662,000, and a decrease in total interest expense of $71,000.

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Our net interest margin increased to 3.04% for the year ended December 31, 2022 from 2.67% for the year ended December 31, 2021. Our net interest rate spread increased to 2.98% for the year ended December 31, 2022 from 2.59% for the year ended December 31, 2021. The interest rate spread and net interest margin were again impacted by increasing interest rates in the year ended December 31, 2022.

Provision for Loan Losses. We recorded a $109,000 provision for loan losses for the year ended December 31, 2022, as compared to $65,000 for the year ended December 31, 2021. The allowance for loan losses was $1.2 million, or 0.85% of total loans, at December 31, 2022, compared to $1.2 million, or 0.97% of total loans, at December 31, 2021. Total nonperforming loans were $1.1 million at December 31, 2022, compared to $2.0 million at December 31, 2021. Classified loans decreased to $3.1 million at December 31, 2022, compared to $5.0 million at December 31, 2021. Total loans past due 30 days or more were $608,000 and $1.8 million at December 31, 2022 and December 31, 2021, respectively. Net charge-offs totaled $91,000 for the year ended December 31, 2022, compared to $252,000 of net loan charge-off for the year ended December 31, 2021. The allowance for loan losses reflects the estimate we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at December 31, 2022 and 2021. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Non-Interest Income. Non-interest income decreased $2.6 million, or 55.8%, to $2.1 million for the year ended December 31, 2022 from $4.7 million for the year ended December 31, 2021. The decrease was primarily due to a decrease in the net gain on sale of loans of $2.5 million, and a decrease of $476,000 in other service charges and fees, offset by an increase in gain on sale of foreclosed real estate of $311,000 during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Non-Interest Expense. Non-interest expense decreased $1.1 million, or 15.6%, to $6.1 million for the year ended December 31, 2022, compared to $7.2 million for the year ended December 31, 2021. The decrease was primarily the result of a decrease in compensation and employee benefits of $1.0 million.

Federal Income Taxes. Federal income taxes decreased by $191,000 to an income tax expense of $120,000 for the year ended December 31, 2022, compared to an income tax expense of $311,000 for the year ended December 31, 2021. The decrease in income tax expense for the year ended December 31, 2022 was a direct result of the $2.6 million decrease in noninterest income, offset by an increase in net interest income of $733,000, and a decrease of $1.1 million in non-interest expense.

Management’s Discussion and Analysis of Financial Condition of EFBI at December 31, 2021 and December 31, 2020

Total Assets. Total assets were $174.8 million at December 31, 2021, an increase of $14.4 million, or 9.0%, over the $160.4 million at December 31, 2020. The increase was primarily due to an increase in cash and cash equivalents of $27.4 million, and an increase of interest-bearing time deposits in other banks of $2.7 million, offset by a decrease in loans held for sale of $11.2 million and a decrease in loans, net of allowance for loan losses of $8.9 million.

Net Loans. Net loans totaled $110.5 million at December 31, 2021, as compared to $119.4 million at December 31, 2020, a decrease of $8.9 million or 7.4%. During the year ended December 31, 2021, we originated $165.1 million of loans, $132.1 million of which were one-to four-family residential real estate loans, and sold $114.5 million of loans in the secondary market. During the year ended December 31, 2021, one-to

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four-family residential real estate loans increased $4.9 million, or 8.3%, to $64.2 million, multi-family loans decreased $202,000, or 14.9%, to $1.2 million, commercial real estate loans and land loans increased $2.1 million, or 9.8%, to $22.9 million, construction loans increased $5.0 million, or 47.3%, to $15.7 million, home equity and other consumer loans decreased $1.5 million, or 20.8% to $5.7 million, commercial loans increased $3.3 million, or 63.9% to $8.5 million, and SBA PPP loans, forgiven by the SBA, decreased $20.4 million. Management continues to emphasize the origination of high quality loans for retention in the loan portfolio.

We primarily sell one- to four-family residential loans on a servicing released basis. We sell loans in transactions with the FHLB-Cincinnati through its mortgage purchase program, Franklin American Mortgage Company, and to other investors. We sold $114.5 million of loans in fiscal year 2021. Loans serviced for these investors were $515,000 at December 31, 2021. Management intends to continue this sales activity in future periods.

Interest-Bearing Deposits in Other Banks. The Bank’s investment in certificates of deposit in other banks increased by $2.7 million to a total of $3.0 million at December 31, 2021, compared to $249,000 at December 31, 2020.

Federal Home Loan Bank Stock. We hold common stock of the FHLB-Cincinnati in connection with our FHLB borrowing activities totaling (at cost) $2.6 million and $1.3 million at December 31, 2021 and 2020. The FHLB-Cincinnati common stock is carried at cost and classified as restricted equity securities. We may be required to purchase additional FHLB-Cincinnati stock if we increase our FHLB-Cincinnati advances in the future.

Foreclosed Real Estate Held for Sale, Net. Foreclosed assets increased to $1.8 million, at December 31, 2021, from $34,000 at December 31, 2020, due to the foreclosure of two commercial real estate properties totaling $1.8 million and one nonowner-occupied one-to four-family residential property totaling $25,000.

Deposits. Deposits increased by $13.1 million, or 10.2%, to $141.5 million at December 31, 2021 from $128.4 million at December 31, 2020. Our core deposits, which are all deposits other than certificates of deposit, increased $12.9 million, or 15.0%, to $98.6 million at December 31, 2021 from $85.7 million at December 31, 2020. Certificates of deposit increased $214,000, or 0.5%, to $42.9 million at December 31, 2021 from $42.7 million at December 31, 2020. During the year ended December 31, 2021, management continued its strategy of pursuing growth in demand accounts and other lower cost core deposits. Management intends to continue its efforts to increase core deposits, with a special emphasis on growth in consumer and business demand deposits.

Federal Home Loan Bank Advances. The Bank had no advances from the Federal Home Loan Bank at December 31, 2021 and 2020. At December 31, 2021 and 2020, the Bank had an unused line of credit with the Federal Home Loan Bank of $25.0 million, respectively. Our Federal Home Loan Bank advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. To the extent such borrowings have different terms to reprice than our deposits, they can change our interest rate risk profile. See Note 8 to the Financial Statements for additional information on the maturity of our FHLB-Cincinnati advances. At December 31, 2021, we had no outstanding advances from the FHLB-Cincinnati. At December 31, 2021, based on available collateral, our ownership of FHLB stock, and our internal policy, we had access to additional FHLB-Cincinnati advances of up to $49.9 million.

Shareholders’ Equity. Total shareholders’ equity increased $1.1 million, or 3.8%, to $30.1 million at December 31, 2021 from $29.0 million at December 31, 2020. The increase resulted from net income of $1.1 million during the year ended December 31, 2021, expense of $116,000 related to the ESOP shares committed to be released and expense of $246,000 related to stock-based compensation, offset by a repurchase of common stock of $39,000 and dividends paid of $304,000.

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Management’s Discussion and Analysis of Results of Operations of EFBI at December 31, 2021 and December 31, 2020

General. Our net income for the year ended December 31, 2021 was $1.1 million, compared to a net income of $2.1 million for the year ended December 31, 2020, a decrease of $1.0 million, or 48.3%. The decrease in net income was due to a decrease in non-interest income of $800,000, a decrease in interest income of $533,000, and an increase in non-interest expense of $533,000, offset by a decrease in interest expense of $370,000, a decrease in provision for loan losses of $225,000, and a decrease in provision for income taxes of $265,000 for the year ended December 31, 2021 as compared to the year ended December 31, 2020.

Interest Income. Interest income decreased $533,000, or 10.4%, to $4.6 million for the year ended December 31, 2021 from $5.1 million for the year ended December 31, 2020. This decrease was attributable to a $501,000 decrease in interest income on loans receivable, a decrease in interest income on other interest-earning deposits of $60,000, offset by an increase in dividend income on FHLB stock of $28,000. The average balance of loans for the year ended December 31, 2021 decreased by $9.6 million, or 8.2%, from the average balance for the year ended December 31, 2020, and the average yield on loans decreased by eight basis points to 4.17% for the year ended December 31, 2021 from 4.25% for the year ended December 31, 2020. The average balance of interest earning deposits increased $24.8 million, however, the average yield on those deposits decreased by 50 basis points to 0.18% for the year ended December 31, 2021 from 0.68% for the year ended December 31, 2020.

Interest Expense. Total interest expense decreased $370,000, or 36.8%, to $636,000 for the year ended December 31, 2021 from $1.0 million for the year ended December 31, 2020. Interest expense on deposit accounts decreased $366,000, or 36.5%, to $636,000 for the year ended December 31, 2021 from $1.0 million for the year ended December 31, 2020. The average balance of deposits during the year ended December 31, 2021 increased by $12.8 million, or 11.3% from the average balance for the year ended December 31, 2020, while the average cost of deposits decreased by 38 basis points to 0.50% for the year ended December 31, 2021 from 0.88% for the year ended December 31, 2020. The Bank had no interest expense on FHLB advances for the year ended December 31, 2021, as compared to $4,000 of expense for the year ended December 31, 2020.

Net Interest Income. Net interest income decreased $163,000, or 4.0%, to $4.0 million for the year ended December 31, 2021, compared to $4.1 million for the year ended December 31, 2020. The decrease reflected a decrease in total interest and dividend income of $533,000, offset by a decrease in total interest expense of $370,000. Our net interest margin decreased to 2.67% for the year ended December 31, 2021 from 3.09% for the year ended December 31, 2020. Our net interest rate spread decreased to 2.59% for the year ended December 31, 2021 from 2.98% for the year ended December 31, 2020. The interest rate spread and net interest margin were again impacted by declining interest rates in the year ended December 31, 2021.

Provision for Loan Losses. We recorded a $65,000 provision for loan losses for the year ended December 31, 2021, as compared to $290,000 for the year ended December 31, 2020. The allowance for loan losses was $1.2 million, or 0.98% of total loans, at December 31, 2021, compared to $1.4 million, or 1.08% of total loans, at December 31, 2020. Total nonperforming loans were $659,000 at December 31, 2021, compared to $1.0 million at December 31, 2020. Classified loans increased to $3.6 million at December 31, 2021, compared to $2.8 million at December 31, 2020. Total loans past due 30 days or more were $385,000 and $2.4 million at December 31, 2021 and December 31, 2020, respectively. Net charge-offs totaled $252,000 for the year ended December 31, 2021, compared to $70,000 of net loan charge-off for the year ended December 31, 2020. The allowance for loan losses reflects the estimate we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at December 31, 2021 and 2020. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

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Non-Interest Income. Non-interest income decreased $800,000, or 14.5%, to $4.7 million for the year ended December 31, 2021 from $5.5 million for the year ended December 31, 2020. The decrease was primarily due to a decrease in the net gain on the sale of loans of $1.3 million, offset by a $520,000 increase in other service charges and fees during the year ended December 31, 2021 as compared to the year ended December 31, 2020.

Non-Interest Expense. Non-interest expense increased $533,000, or 8.0%, to $7.2 million for the year ended December 31, 2021, compared to $6.7 million for the year ended December 31, 2020. The increase was primarily the result of an increase in compensation and employee benefits of $315,000, an increase in occupancy and equipment of $121,000, an increase in data processing expenses of $28,000, and an increase in other operating expenses of $65,000.

Federal Income Taxes. Federal income taxes decreased by $265,000 to an income tax expense of $311,000 for the year ended December 31, 2021, compared to an income tax expense of $576,000 for the year ended December 31, 2020. The decrease in income tax expense for the year ended December 31, 2021 was a direct result of the $800,000 decrease in noninterest income, and the $533,000 increase in non-interest expense, and the resulting decrease in net income.

Management’s Discussion and Analysis of Financial Condition of EFBI at December 31, 2020 and December 31, 2019

Total Assets. Total assets were $160.4 million at December 31, 2020, an increase of $17.7 million, or 12.4%, over the $142.8 million at December 31, 2019. The increase was primarily due to an increase in loans, net of allowance for loan losses of $12.8 million and an increase in loans held for sale of $7.6 million, offset by a decrease in interest-bearing time deposits in other banks of $2.7 million.

Net Loans. Net loans totaled $119.4 million at December 31, 2020, as compared to $106.6 million at December 31, 2019, an increase of $12.8 million or 12.0%. During the year ended December 31, 2020, we originated $210.6 million of loans, $167.2 million of which were one- to four-family residential real estate loans, and sold $147.4 million of loans in the secondary market. During the year ended December 31, 2020, one- to four-family residential real estate loans decreased $581,000, or 1.0%, to $59.3 million, multi-family loans increased $287,000, or 27.0%, to $1.4 million, commercial real estate loans and land loans increased $69,000, or 0.3%, to $20.9 million, construction loans decreased $1.0 million, or 8.7%, to $10.7 million, home equity and other consumer loans decreased $2.5 million, or 25.9% to $7.2 million, and commercial loans increased $19.7 million, or 332.2% to $25.6 million, of which $20.4 million was due to loans made under the Small Business Administration’s Payment Protection Program (or “PPP”). Management continues to emphasize the origination of high quality loans for retention in the loan portfolio.

We primarily sell one- to four-family residential loans on a servicing released basis. We sell loans in transactions with the FHLB-Cincinnati, through its mortgage purchase program, and to other investors. We sold $147.4 million of loans in fiscal 2020. Loans serviced for these investors were $1.3 million at December 31, 2020. Management intends to continue this sales activity in future periods.

Interest-Bearing Deposits in Other Banks. The Bank’s investment in certificates of deposit in other banks decreased by $2.7 million, or 91.7%, to a total of $249,000 at December 31, 2020, compared to $3.0 million at December 31, 2019.

Federal Home Loan Bank Stock. We hold common stock of the FHLB-Cincinnati in connection with our FHLB borrowing activities totaling (at cost) $1.3 million and $816,000 at December 31, 2020 and 2019. The FHLB-Cincinnati common stock is carried at cost and classified as restricted equity securities. We may be required to purchase additional FHLB-Cincinnati stock if we increase our FHLB-Cincinnati advances in the future.

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Foreclosed Real Estate Held for Sale, Net. Foreclosed assets increased to $34,000, at December 31, 2020, from none at December 31, 2019, due to the foreclosure of an owner-occupied one-to four-family residential property.

Deposits. Deposits increased by $16.4 million, or 14.7%, to $128.4 million at December 31, 2020 from $112.0 million at December 31, 2019. Our core deposits, which are all deposits other than certificates of deposit, increased $21.3 million, or 33.1%, to $85.7 million at December 31, 2020 from $64.4 million at December 31, 2019. Certificates of deposit decreased $4.9 million, or 10.2%, to $42.7 million at December 31, 2020 from $47.6 million at December 31, 2019. During the year ended December 31, 2020, management continued its strategy of pursuing growth in demand accounts and other lower cost core deposits. Management intends to continue its efforts to increase core deposits, with a special emphasis on growth in consumer and business demand deposits.

Federal Home Loan Bank Advances. The Bank had no advances from the Federal Home Loan Bank at December, 31 2020 and 2019. At December 31, 2020 and 2019 the Bank had an unused line of credit with the Federal Home Loan Bank of $25.0 million and $10.0 million, respectively. Our Federal Home Loan Bank advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. To the extent such borrowings have different terms to reprice than our deposits, they can change our interest rate risk profile. See Note 8 to the Financial Statements for additional information on the maturity of our FHLB-Cincinnati advances. At December 31, 2020, we had no outstanding advances from the FHLB-Cincinnati. At December 31, 2020, based on available collateral, our ownership of FHLB stock, and our internal policy, we had access to additional FHLB-Cincinnati advances of up to $47.3 million.

Shareholders’ Equity. Total shareholders’ equity increased $1.1 million, or 4.0%, to $29.0 million at December 31, 2020 from $27.9 million at December 31, 2019. The increase resulted from net income of $2.1 million during the year ended December 31, 2020, expense of $104,000 related to the ESOP shares committed to be released and expense of $246,000 related to stock-based compensation, offset by a repurchase of common stock of $1.1 million and dividends paid of $232,000.

Management’s Discussion and Analysis of Operating Results of EFBI at December 31, 2020 and December 31, 2019

General. Our net income for the year ended December 31, 2020 was $2.1 million, compared to a net income of $658,000 for the year ended December 31, 2019, an increase of $1.4 million, or 216.7%. The increase in net income was due to an increase in non-interest income of $2.7 million, offset by an increase in provision for loan losses of $290,000, a decrease in net interest income of $182,000, and an increase in income taxes of $389,000 for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Interest Income. Interest income decreased $281,000, or 5.2%, to $5.1 million for the year ended December 31, 2020 from $5.4 million for the year ended December 31, 2019. This decrease was attributable to an $83,000 decrease in interest income on loans receivable, a decrease on FHLB stock dividends of $25,000, and a decrease in interest income on other interest-earning deposits of $173,000. The average balance of loans for the year ended December 31, 2020 increased by $7.9 million, or 7.1%, from the average balance for the year ended December 31, 2019, but the average yield on loans decreased by 38 basis points to 4.25% for the year ended December 31, 2020 from 4.63% for the year ended December 31, 2019. This decrease was largely due to the effect of issuing $22.3 million in loans under the PPP at reduced interest rates. The average balance of interest earning deposits increased $493,000; however, the average yield on those deposits decreased by 138 basis points to 0.68% for the year ended December 31, 2020 from 2.06% for the year ended December 31, 2019.

Interest Expense. Total interest expense decreased $99,000, or 9.0%, to $1.0 million for the year ended December 31, 2020 from $1.1 million for the year ended December 31, 2019. Interest expense on deposit accounts decreased $103,000, or 9.3%, to $1.0 million for the year ended December 31, 2020 from $1.1 million

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for the year ended December 31, 2019. The average balance of deposits during the year ended December 31, 2020 increased by $10.9 million, or 10.6% from the average balance for the year ended December 31, 2019, while the average cost of deposits decreased by 19 basis points to 0.88% for the year ended December 31, 2020 from 1.07% for the year ended December 31, 2019, respectively. Interest expense on FHLB advances increased $4,000, or 400.0%, to $4,000 for the year ended December 31, 2020. The average balance of FHLB advances during the year ended December 31, 2020 increased by $1.4 million from the average balance for the year ended December 31, 2019, and the average cost of FHLB advances was 0.28% and 2.58% for the years ended December 31, 2020 and 2019.

Net Interest Income. Net interest income decreased $182,000, or 4.2%, to $4.1 million for the year ended December 31, 2020, compared to $4.3 million for the year ended December 31, 2019. The decrease reflected a decrease in total interest and dividend income of $281,000, and a decrease in total interest expense of $99,000. Our net interest margin decreased to 3.09% for the year ended December 31, 2020 from 3.44% for the year ended December 31, 2019. Our net interest rate spread decreased to 2.98% for the year ended December 31, 2020 from 3.26% for the year ended December 31, 2019. The interest rate spread and net interest margin were impacted by declining interest rates in the year ended December 31, 2020.

Provision for Loan Losses. We recorded a $290,000 provision for loan losses for the year ended December 31, 2020, as compared to $0 for the year ended December 31, 2019. The allowance for loan losses was $1.4 million, or 1.08% of total loans, at December 31, 2020, compared to $1.2 million, or 1.02% of total loans, at December 31, 2019. Total nonperforming loans were $1.0 million at December 31, 2020, compared to $1.1 million at December 31, 2019. Classified loans increased to $2.8 million at December 31, 2020, compared to $1.4 million at December 31, 2019. Total loans past due 30 days or more were $2.4 million and $952,000 at December 31, 2020 and December 31, 2019, respectively. Net charge-offs totaled $70,000 for the year ended December 31, 2020, compared to $21,000 of net loan charge-off for the year ended December 31, 2019. The allowance for loan losses reflects the estimate we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at December 31, 2020 and 2019. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Non-Interest Income. Non-interest income increased $2.7 million, or 99.1%, to $5.5 million for the year ended December 31, 2020 from $2.8 million for the year ended December 31, 2019. The increase was primarily due to an increase in the net gain on the sale of loans of $2.6 million, and a $173,000 increase in other service charges and fees during the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Non-Interest Expense. Non-interest expense increased $462,000, or 7.4%, to $6.7 million for the year ended December 31, 2020, compared to $6.2 million for the year ended December 31, 2019. The increase was primarily the result of an increase in compensation and employee benefits of $478,000, offset by a $35,000 decrease in other operating expenses.

Federal Income Taxes. Federal income taxes increased by $389,000 to an income tax expense of $576,000 for the year ended December 31, 2020, compared to an income tax expense of $187,000 for the year ended December 31, 2019. The increase in income tax expense for the year ended December 31, 2020 was a direct result of the increase in gain on loans sales, and the resulting increase in net income.

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THE SPECIAL MEETING OF STOCKHOLDERS OF EFBI

Time, Date and Place

This proxy statement/prospectus is being provided to EFBI stockholders in connection with the solicitation of proxies by the EFBI board of directors for use at the special meeting of stockholders to be held at 3:00 p.m., Eastern Time, on April 3, 2024, at Western Hills Country Club, located at 5780 Cleves Warsaw Pike, Cincinnati, Ohio, including proxies solicited for any adjournments of the special meeting.

This proxy statement/prospectus is also being furnished by LCNB to EFBI stockholders as a prospectus in connection with the issuance of LCNB common shares upon completion of the Merger.

Matters to be Considered

At the EFBI Special Meeting, the stockholders of EFBI will be asked to consider and vote upon the following matters:

The board of directors of EFBI believes that the Merger with LCNB is in the best interests of EFBI stockholders and unanimously recommends that you vote (1) “FOR” the approval of the Merger Agreement, and (2) “FOR” the proposal adjourning the special meeting of EFBI stockholders, if necessary, to solicit additional proxies.

Record Date; Shares Outstanding and Entitled to Vote

The board of directors of EFBI has fixed the close of business on February 2, 2024, as the record date for determining the EFBI stockholders who are entitled to notice of and to vote at the EFBI Special Meeting of stockholders. Only holders of EFBI common stock at the close of business on the record date will be entitled to notice of and to vote at the EFBI Special Meeting.

As of the close of business on February 2, 2024, there were 1,342,275 shares of EFBI common stock outstanding and entitled to be voted at the EFBI Special Meeting. As of the same date, there were no shares of EFBI preferred stock outstanding. The shares of EFBI common stock were held of record by approximately 174 stockholders. Each share of EFBI common stock entitles the holder to one vote on all matters properly presented at the special meeting.

Votes Required; Quorum

Under EFBI’s Articles of Incorporation and the Maryland General Corporation Law, the approval of the Merger Agreement requires the affirmative vote of the holders of at least a majority of the shares of EFBI common stock outstanding as of the close of business on the record date for the special meeting and entitled to be voted. The failure to vote in person or submit valid proxy instructions, broker non-votes and abstentions will have the effect of a vote against the Merger proposal but will have no effect on the voting on the proposal to adjourn.

As of November 28, 2023, directors of EFBI owned an aggregate of 288,757 shares of EFBI common stock, an amount equal to approximately 21.51% of the outstanding shares of EFBI common stock. All of the directors of EFBI entered into a support agreement on such date with LCNB pursuant to which they agreed, subject to

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certain terms and conditions, to vote all of their shares in favor of the approval of the Merger Agreement. As of the date of this proxy statement/prospectus, LCNB and its directors, executive officers and affiliates beneficially owned no EFBI common stock.

Your vote is important. Beneficial owners who hold EFBI common stock in “street name” through a broker must instruct their broker how to vote their shares of EFBI common stock on the approval of the Merger Agreement. Without specific instructions from the beneficial owners brokers are prohibited from voting such shares. If you fail to return your proxy card or properly- authenticated Internet or telephone voting instructions prior to the deadline for doing so or vote in person at the special meeting or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting, or if your shares of EFBI common stock are held in “street name” and you fail to instruct your broker how to vote, it will have the same effect as a vote “AGAINST” the approval of the Merger Agreement, but will have no effect on the adjournment proposal.

A quorum, consisting of the holders of a majority of the outstanding shares of common stock, must be present in person or by proxy, to take action on the Merger proposal at the EFBI Special Meeting. A properly executed and dated proxy card marked “ABSTAIN” or voting instructions via the Internet or by telephone instructing abstention will be counted for purposes of determining whether a quorum is present.

The EFBI board of directors does not expect any matter other than the approval of the Merger Agreement and, if necessary, the approval of the adjournment of the special meeting to solicit additional proxies, to be brought before the EFBI Special Meeting.

Solicitation and Revocation of Proxies

A proxy card accompanies each copy of this proxy statement/prospectus mailed to EFBI stockholders. Your proxy is being solicited by the board of directors of EFBI. Whether or not you attend the special meeting, the EFBI board of directors urges you to promptly submit your proxy by telephone, over the Internet, or by mail by returning your properly executed and dated proxy card as soon as possible. If you timely submit your properly executed and dated proxy card prior to the EFBI Special Meeting or timely submit your voting instructions via the Internet or by telephone and do not revoke it prior to its use, the EFBI common stock represented by that proxy card will be voted at the special meeting or, if appropriate, at any adjournment of the special meeting. Shares of EFBI common stock will be voted as specified on the proxy card or pursuant to your voting instructions via the Internet or by telephone or, in the absence of specific instructions to the contrary, will be voted “FOR” the approval of the Merger Agreement and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies.

If you have returned a properly executed and dated proxy card, you may revoke it at any time before a vote is taken at the EFBI Special Meeting:

Your attendance at the special meeting will not, by itself, revoke your proxy.

If you hold your EFBI common stock in “street name” through a broker, bank or other nominee, you must provide your broker, bank or nominee (the record holder of your shares of common stock) with instructions on how to vote your shares of common stock. Your broker, bank or other nominee will provide you with a proxy card and voting instructions. If you have instructed your broker, bank or other nominee to vote your shares of common stock, you must follow the directions received from your broker, bank or other nominee to change or revoke your vote.

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Cost of Solicitation

EFBI will bear its own cost of solicitation of proxies on behalf of the EFBI board of directors. Proxies will be solicited by mail, and may be further solicited by additional mailings, personal contact, telephone, facsimile or electronic mail, by directors, officers and employees of EFBI, none of whom will receive additional compensation for their solicitation activities. EFBI will also pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries, who are record holders of EFBI common stock not beneficially owned by them, for forwarding this proxy statement/prospectus and other proxy solicitation materials to, and obtaining proxies from, the beneficial owners of EFBI common stock entitled to vote at the special meeting. In addition, EFBI has retained Laurel Hill Advisory Group, LLC to assist in soliciting proxies. EFBI has agreed to pay Laurel Hill Advisory Group, LLC a fee of $7,000, plus reimbursement of expenses (including telephone solicitation fees per telephone call made or received) for its services.

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PROPOSALS SUBMITTED TO EFBI STOCKHOLDERS

EFBI Merger Proposal

As discussed throughout this proxy statement/prospectus, EFBI is asking its stockholders to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. EFBI stockholders should carefully read this document in its entirety for more detailed information regarding the Merger Agreement and the Merger. In particular, stockholders are directed to the copy of the Merger Agreement attached as Annex A to this proxy statement/prospectus.

The board of directors of EFBI unanimously recommends a vote “FOR” the approval of the Merger Agreement.

EFBI Adjournment Proposal

The EFBI Special Meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, the solicitation of additional proxies if there are insufficient votes at the time of the EFBI Special Meeting to approve the Merger Agreement. If, at the time of the EFBI Special Meeting, the number of shares of EFBI common stock present or represented and voting in favor of the Merger Agreement proposal is insufficient to approve and adopt the Merger Agreement, EFBI intends to move to adjourn the EFBI Special Meeting in order to enable the EFBI board of directors and proxy solicitor to solicit additional proxies for approval of the proposal. In that event, EFBI will ask the holders of shares of EFBI common stock to vote only upon the adjournment proposal and not the Merger proposal.

In the EFBI adjournment proposal, EFBI is asking the holders of its common stock to authorize the holder of any proxy solicited by the EFBI board of directors to vote in favor of granting discretionary authority to the proxy holders to adjourn the EFBI Special Meeting to another date, time and place for the purpose of soliciting additional proxies. If the EFBI stockholders approve the adjournment proposal, EFBI could adjourn the EFBI Special Meeting and any adjourned session of the EFBI Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from EFBI stockholders who have previously voted.

EFBI’s Bylaws provide that if a quorum is not present at a stockholders’ meeting, the chairman of the meeting or the holders of the majority in voting power of shares of EFBI entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date and time.

The EFBI board of directors unanimously recommends a vote “FOR” the EFBI adjournment proposal.

DISSENTERS’ RIGHTS

No Rights for Dissenting EFBI Stockholders

Pursuant to Section 3-202 of the Maryland General Corporation Law and EFBI’s Amended and Restated Articles of Incorporation, holders of EFBI common stock are not entitled to exercise any rights of an objecting stockholder.

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THE MERGER

The Proposed Merger

The Merger Agreement provides for the merger of EFBI with and into LCNB, with LCNB as the surviving entity. Thereafter, at a later time specified by LCNB Bank in its certificate of merger filed with the OCC, Eagle Bank will be merged with and into LCNB Bank, with LCNB Bank surviving the Subsidiary Bank Merger.

The Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated in this proxy statement/prospectus by reference.  You are encouraged to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

Background of the Merger

In July 2017, EFBI completed its initial public offering in connection with the conversion of Eagle Savings Bank (now known as EAGLE.bank) from the mutual form of organization to the stock form of organization. Since that time, EFBI’s board of directors and senior management have periodically reviewed and assessed EFBI’s strategic alternatives and the business and regulatory environments facing EFBI and EAGLE.bank. As part of this process, EFBI’s board of directors and senior management have periodically reviewed and discussed EFBI’s strategic alternatives, including a possible merger or sale transaction, and have consulted periodically with various industry experts, including investment bankers, regarding strategic planning matters.

The executive committee of EFBI’s board of directors (consisting of all EFBI directors) met on February 7, 2023, with representatives of Janney attending. The committee discussed EFBI’s strategic alternatives, including continued independence and potentially engaging in a merger transaction, and the perceived advantages and disadvantages of each alternative in light of prevailing market and economic conditions. Representatives of Janney provided a summary overview of potential strategic partners for the committee to consider. The committee noted that the rising interest rate environment had significantly slowed residential mortgage loan origination activity, historically a significant contributor to EFBI’s earnings, and had dramatically increased funding costs, which had significantly reduced profitability and narrowed profit margins. The potential that market interest rates would continue to rise given continuing inflationary pressures was also noted. The committee also discussed board succession planning and the financial and other resources that would need to be expended to attract qualified successors. The committee met on February 9, 2023, to review and further discuss the matters considered at the February 7^th meeting. After lengthy discussion, it was the consensus of the committee that given EFBI’s small size and attendant challenges to achieving economies of scale, prevailing economic conditions, and other factors, EFBI would likely face significant challenges to growth and profitability by operating independently under its existing business plan and that considering a strategic transaction would likely be in the best interests of EFBI’s stockholders and other constituencies. The committee met on February 23, 2023, to review the matters discussed at the prior meeting and approved the engagement of Janney to assist EFBI in evaluating its strategic alternatives, including a potential sale transaction. EFBI senior management has had a long relationship with certain senior investment bankers at Janney before their affiliation with Janney. Janney is a nationally recognized investment banking firm with substantial experience advising financial institutions with respect to mergers and acquisitions and other matters. The committee determined after review that Janney’s existing and prior relationships as disclosed to EFBI would not interfere with its ability to provide investment banking services to EFBI.

The strategic planning committee of EFBI’s board of directors (consisting of all EFBI directors) met on March 21, 2023, to review and further discuss the matters considered at the prior meetings. The committee also reviewed and discussed materials provided by EFBI’s legal counsel regarding the fiduciary duties of EFBI’s directors when considering a potential sale transaction, and related matters. The committee met on April 18, 2023, with a representative of EFBI’s legal counsel attending, to review and further discuss the matters considered at the March 21^st meeting. During April 2023, representatives of EFBI senior management worked with Janney representatives to prepare a confidential information memorandum (“CIM”) to be distributed to potential interested parties to solicit their interest in a potential merger transaction with EFBI.

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The strategic planning committee met on May 3, 2023, with representatives of Janney attending. The committee reviewed and further discussed the matters considered at the prior meetings regarding the challenges faced by EFBI should it continue to operate independently under its existing business plan. The committee reviewed and discussed a list of 41 banks and four credit unions, developed by Janney, which institutions Janney considered to potentially have a strategic interest and financial capacity to engage in a possible business combination with EFBI. The committee also discussed with Janney’s representatives the process for soliciting non-binding indications of interest from potential interested parties by distributing the CIM, conditioned upon executing a confidentiality agreement with EFBI. The committee met on May 12, 2023, to review and discuss the matters considered at the May 3^rd meeting, including the list of potential transaction partners developed by Janney, and determined to meet on May 18, 2023, to review and consider the CIM. At a meeting on May 18, 2023, the committee reviewed and further discussed the matters considered at prior meetings and reviewed the CIM. After lengthy discussion, the committee approved the CIM and authorized its distribution to the potential interested parties identified by Janney, in consultation with EFBI, conditioned upon executing a confidentiality agreement.

Thereafter, a form of confidentiality agreement was prepared for use in connection with the distribution of the CIM. EFBI populated a virtual data room containing financial and other information regarding EFBI. Janney contacted 27 potential interested parties (each on the list of potential interested parties identified by Janney, in consultation with EFBI) without revealing the identity of EFBI, all of which parties signed confidentiality agreements before the identity of EFBI was disclosed to them. Each confidentiality agreement included customary non-disclosure provisions and a standstill provision prohibiting the EFBI counterparty, for one year from the date of the confidentiality agreement, from offering to acquire or acquiring EFBI, and from taking certain other actions, including soliciting proxies, without the prior written consent of EFBI; provided, however, that this standstill provision would become null and void if EFBI enters into and publicly announces a definitive acquisition agreement with any third party. EFBI and LCNB entered into a confidentiality agreement on May 25, 2023. Five of the parties that signed confidentiality agreements withdrew from consideration before reviewing the CIM and 18 withdrew from consideration after reviewing the CIM. As a result of this solicitation process, LCNB submitted a non-binding indication of interest letter (“IOI”) on June 16, 2023, another Ohio bank holding company (Company A) submitted an IOI on June 16, 2023, a Kentucky bank holding company (Company B) submitted an IOI on June 16, 2023, and a Pennsylvania bank holding company (Company C) submitted an IOI on June 20, 2023.

EFBI’s strategic planning committee met on June 20, 2023, with representatives of Janney and of EFBI’s legal counsel attending, to review the results of the solicitation process and the terms of the IOIs received from LCNB, Company A, Company B, and Company C. LCNB’s IOI proposed a 50% stock/50% cash transaction at a price of $17.11 per share, which implied an exchange ratio of 1.13161 based on LCNB’s closing stock price on June 15, 2023. LCNB’s IOI provided for EFBI President Patricia L. Walter to join LCNB’s Executive Management Group. Company A’s IOI proposed a price of $14.00 per share, with a to-be-determined cash/stock mix. Company B’s IOI proposed an all-cash transaction at a price based on EFBI’s consolidated tangible book value at the closing of the proposed transaction after deducting one-time merger expenses, which implied a price of approximately $13.50 per share. Company C proposed an all-cash transaction at a price of $19.53 per share. As part of this discussion, Janney representatives updated the committee regarding the prevailing bank and thrift mergers and acquisitions market. The committee also reviewed again its decision to explore a potential merger and noted the prevailing macroeconomic conditions, including the rising interest rate environment and the challenges it would pose to profit margins, funding and growth, and the effect of these conditions on the banking industry in general and on EFBI in particular, among other matters. As a result of this discussion, the committee concluded that these challenges remained and had likely increased since its decision to explore a potential business combination. After lengthy discussion, the committee authorized Janney to contact LCNB and Company C to give them the opportunity to conduct further due diligence on EFBI so that they may submit revised IOIs for review and consideration and to contact Company A and Company B to inform them of EFBI’s decision not to pursue their IOIs at this time.

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During late-June and into July 2023, representatives of EFBI conducted preliminary reverse due diligence on both LCNB and Company C, and representatives of LCNB and Company C conducted further due diligence on EFBI.

On July 20, 2023, Company C informed representatives of Janney of its decision to withdraw from further consideration of a potential merger with EFBI. Among the reasons cited by Company C for its decision was the recent decline in Company C’s stock price.

The strategic planning committee met on July 27, 2023. The committee discussed Company C’s decision to withdraw, among other matters, and determined that a representative of Janney contact LCNB and request that it submit an updated LOI for consideration.

LCNB submitted a revised IOI on July 31, 2023, which was revised on August 2, 2023, following additional due diligence. The July 31^st IOI proposed a 60% stock/40% cash transaction at an increased cash price of $17.50 per share and an exchange ratio of 1.030 shares of LCNB common stock for each share of EFBI common stock, which valued the stock component at $18.06 per share based on LCNB’s closing price on July 31, 2023. Following further negotiation, the IOI was revised on August 2^nd to increase the exchange ratio to 1.04466 shares of LCNB common stock for each share of EFBI common stock, which valued the stock component at $18.31 per share based on LCNB’s closing stock price on July 31, 2023. The August 2^nd IOI left the cash consideration unchanged at $17.50 per share.

The strategic planning committee met on August 3, 2023, with representatives of Janney and legal counsel attending. The committee discussed LCNB’s revised IOI and representatives of Janney updated the committee on the current mergers and acquisitions market and recent pricing metrics, among other matters. After lengthy discussion, the committee directed the representatives of Janney to contact LCNB and request that it update its IOI based on EFBI’s financial results as of June 30, 2023.

LCNB submitted a revised IOI on August 21, 2023, proposing a stock (no less than 60% and no greater than 70%) and cash (no greater than 40% and no less than 30%) transaction with an increased cash price of $19.10 per share and an increased exchange ratio of 1.1401 shares of LCNB common stock for each share of EFBI common stock. Based on these parameters, the revised IOI indicated a blended price of $16.75 per share at that date.

The strategic planning committee met on August 22, 2023, with representatives of Janney and legal counsel attending. Representatives of Janney reviewed the solicitation process that had been undertaken. The committee reviewed and discussed LCNB’s revised IOI. Following a lengthy discussion of the revised IOI and other matters, the committee approved the LCNB’s revised IOI subject to minor clarifications. On August 24, 2023, LCNB submitted such revised IOI and it was accepted and delivered to LCNB. Following EFBI’s acceptance and delivery of LCNB’s August 24^th IOI, there were no further discussions between EFBI and LCNB regarding the pricing terms set forth in that IOI.

On October 5, 2023, LCNB’s counsel distributed an initial draft of the merger agreement to EFBI’s legal counsel. Over the ensuing days, multiple drafts of the merger agreement were exchanged and representatives of LCNB’s legal counsel and representatives of EFBI’s legal counsel participated in calls to discuss open issues, which included deal protections, termination fees, the conduct of EFBI’s business before closing, certain representations and warranties, and employee matters. During this time period, LCNB conducted further due diligence on EFBI, EFBI conducted reverse due diligence on LCNB and Ms. Walter commenced separate discussions with representatives of LCNB regarding the terms of her proposed post-closing employment with LCNB.

EFBI’s board of directors met on November 16, 2023, with representatives of Janney and of legal counsel attending, to discuss the then current status of the merger agreement negotiations. Representatives of EFBI senior management reported that the reverse due diligence conducted on LCNB generally confirmed expectations. Legal counsel reviewed with the board of directors the most recent draft of the merger agreement and, together with senior management, updated the board on the terms that were still under negotiation.

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EFBI’s board of directors met on November 28, 2023, with representatives of Janney and legal counsel attending, to consider whether to approve the merger agreement and the transactions contemplated by it. Before the meeting, senior management distributed to each director the proposed merger agreement, and ancillary documents, and a financial presentation prepared by Janney. Representatives of Janney reviewed in detail the pricing and other financial terms of the proposed merger agreement. Based on the pricing terms of the merger agreement, representatives of Janney informed the board that the proposed merger consideration implied a blended price of $17.74 per share based on LCNB’s closing stock price on November 27^th. Legal counsel and EFBI senior management reviewed in detail the non-pricing terms and conditions of the proposed merger agreement, including, but not limited to, the transaction structure, the respective representations, warranties and covenants made by EFBI and LCNB, the closing conditions, and the respective termination rights of EFBI and LCNB. The board of directors reviewed all aspects of the merger process, including EFBI’s current financial position, performance and prospects; its decision to pursue a strategic transaction; the process used to identify potential merger partners and solicit merger proposals; prevailing economic and stock market conditions, including the impact of rising interest rates; EFBI’s due diligence investigation of LCNB; LCNB’s stock price performance and valuation metrics; the terms and conditions of the proposed merger agreement; the value of the proposed merger consideration; and the impact of the proposed merger on EFBI’s stockholders and other constituencies. All questions and issues raised by the directors were addressed by senior management, representatives of Janney or representatives of legal counsel, as appropriate. Representatives of Janney then presented orally Janney’s opinion, which was subsequently confirmed in a letter addressed to the board of directors, to the effect that, as of November 28, 2023, and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Janney as set forth in the opinion letter, the merger consideration to be paid by LCNB to EFBI’s common stockholders pursuant to the proposed merger agreement was fair to EFBI’s common stockholders from a financial point of view. After considering the proposed merger agreement, and ancillary documents, and the matters discussed at the meeting and at prior meetings of the board of directors, the board of directors voted unanimously to adopt and approve the proposed merger agreement, to recommend that EFBI’s stockholders vote to approve the proposed merger agreement and the transactions contemplated by it, and to authorize EFBI Chairman and Chief Executive Officer Gary J. Koester to execute and deliver the merger agreement, and ancillary documents, on behalf of EFBI.

After the close of stock market trading on November 28, 2023, EFBI and LCNB executed the merger agreement. On November 29, 2023, before the opening of trading, EFBI and LCNB issued a joint press release to publicize the execution of the merger agreement.

EFBI’s Reasons for the Merger and Recommendation of the EFBI Board of Directors

EFBI’s board of directors, together with EFBI’s senior management and its financial and legal advisors, reviewed and discussed the merger agreement and the transactions contemplated by it, and the board of directors determined that the merger agreement and the transactions contemplated by it are advisable and in the best interests of EFBI and its stockholders. In reaching its conclusion to approve the merger agreement and the transactions contemplated by it, the board of directors considered a number of factors. The board of directors considered the following material factors:

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EFBI’s board of directors also considered potential risks associated with the transactions contemplated by the merger agreement, including:

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EFBI’s board of directors evaluated the factors described above and reached consensus that the merger agreement and the transactions contemplated by it were in the best interests of EFBI and its stockholders. Accordingly, the board of directors unanimously approved the merger agreement and unanimously recommends that EFBI’s stockholders vote “FOR” approval of the merger agreement and transactions contemplated by it.

The foregoing discussion of the information and factors considered by EFBI’s board of directors is not intended to be exhaustive but constitutes the material factors considered by the board of directors. In reaching its determination to approve the merger agreement and recommend that EFBI’s stockholders vote to approve the merger agreement, the board of directors did not assign any relative or specific weights to the foregoing factors, and individual directors may have weighed factors differently. The terms of the merger agreement were the product of arm’s length negotiations between representatives of EFBI and LCNB.

Opinion of EFBI’s Financial Advisor

EFBI engaged Janney to render financial advisory and investment banking services to the EFBI board, including delivery of an opinion to the EFBI board as to the fairness, from a financial point of view, of the merger consideration to the holders of EFBI common stock. EFBI engaged Janney because Janney is a nationally recognized investment banking firm with substantial experience in transactions similar to the Merger. As part of its investment banking business, Janney is regularly engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions and other corporate transactions.

As part of its engagement, representatives of Janney attended the meeting of the EFBI board held on November 28, 2023, at which the EFBI board evaluated the Merger. At this meeting, Janney reviewed the financial aspects of the Merger and rendered an oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Janney as set forth in such opinion, the merger consideration to be received in the Merger by the holders of EFBI common stock was fair, from a financial point of view, to such shareholders. The EFBI board unanimously adopted the Merger Agreement at this meeting.

The following description of the Janney fairness opinion is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Janney in preparing the opinion.

Janney’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was addressed to, the EFBI board (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The opinion addressed only the fairness to the holders of EFBI common stock, from a financial point of view, of the merger consideration to be received in the Merger by such shareholders. It did not address the underlying business decision of EFBI to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the EFBI board in connection with the Merger, and it does not constitute a recommendation to any holder of EFBI common stock as to how to

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vote in connection with the Merger or any other matter. Janney also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Merger by any officer, director or employee of EFBI, or any class of such persons, if any, relative to the compensation to be received in the Merger by any other stockholder.

Janney’s opinion was reviewed and approved by Janney’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority, Inc.

In connection with rendering the opinion described above, Janney reviewed, analyzed and familiarized itself with the financial condition, business, operations, assets, earnings, prospects and senior management’s views as to the future financial performance of EFBI, LCNB and the Merger. Janney reviewed, among other things:

Janney also performed such other financial analyses, studies and investigations as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally.

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In conducting its review and arriving at its opinion, Janney relied upon and assumed the accuracy and completeness of all of the financial and other information and representations made or given by EFBI and LCNB, and their respective officers, directors, auditors, counsel and other agents, and on publicly available filings, releases and other information issued by EFBI and LCNB, including financial statements, financial projections and stock price data, as well as certain information from recognized independent sources and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. Janney relied upon the pro forma financial impact of the Merger on LCNB, based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies determined and provided by senior management of EFBI and LCNB. Janney assumed that all forecasts and projections provided to Janney were reasonably prepared and reflected the best currently available estimates and good faith judgments of the management of EFBI and LCNB as to their most likely future financial performance. Janney has further relied on the assurances of the respective management teams of EFBI and LCNB that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading in any material respect. Janney relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

Janney is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and Janney assumed, without independent verification, that the allowances for loan losses reported on the balance sheets of EFBI and LCNB are adequate to cover such losses. In rendering its opinion, Janney did not review any individual loans or credit files.

Janney did not make an independent valuation of the quality of EFBI’s or LCNB’s deposit base nor has Janney independently evaluated potential deposit concentrations or the deposit composition of EFBI or LCNB. Janney did not make an independent valuation of the quality of EFBI’s or LCNB’s investment securities portfolio nor has Janney independently evaluated potential concentrations in the investment portfolio of EFBI or LCNB.

Janney assumed, in all respects material to its analyses:

Janney assumed that the Merger would be consummated in a manner that complied with the applicable provisions of the Securities Act, the Exchange Act, and all other applicable federal and state statutes, rules and regulations. Janney was further advised by representatives of EFBI that EFBI relied upon advice from its advisors (other than Janney) or other appropriate sources as to all legal, tax, regulatory and accounting matters. Janney did not provide advice with respect to any such matters.

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Janney’s opinion addressed only the fairness to the holders of EFBI common stock, from a financial point of view, as of the date of the opinion, of the merger consideration to be received in the Merger by such shareholders. Janney’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to Janney through such date and, accordingly, it speaks to no other date. Janney did not and does not have an obligation to update, revise or reaffirm its opinion. Janney’s opinion did not address, and Janney expressed no view or opinion with respect to:

Additionally, Janney assumed that the Merger is, in all respects, lawful under applicable law. Further, Janney’s analyses and opinion, and the financial projections on which they were based, did not reflect changes in the operations and projections of EFBI and LCNB subsequent to the date of Janney’s opinion.

In performing its analyses, Janney made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Janney, EFBI and LCNB. Any estimates contained in the analyses performed by Janney are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the Janney opinion was among several factors taken into consideration by the EFBI board in making its determination to approve the Merger Agreement and the transactions contemplated thereby. Consequently, the analyses described below should not be viewed as determinative of the decision of the EFBI board to approve the Merger Agreement and the transactions contemplated thereby. The type and amount of consideration payable in the Merger were determined through negotiation between EFBI and LCNB, and the decision for EFBI to enter into the Merger Agreement was solely that of the EFBI board.

The following is a summary of the material financial analyses presented by Janney to the EFBI board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by Janney to the EFBI board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytical process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Janney did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Janney believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Summary of the Merger Consideration and Implied Transaction Metrics

Janney reviewed the financial terms of the Merger. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger each share of EFBI common stock issued and outstanding immediately prior to the

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effective time of the transaction, except for certain shares as set forth in the Merger Agreement, shall be converted into the right to receive, at the election of the holder thereof, $19.10 in cash or a fixed exchange ratio of 1.1401 shares of LCNB common stock, with up to 40% of EFBI shares being exchanged for cash and at least 60% of EFBI shares being exchanged for LCNB stock. Based on this provision of the Merger Agreement, Janney calculated an aggregate implied transaction value of approximately $23.2 million and an implied purchase price per share of $17.74 consisting of the implied value of 1,342,275 shares of EFBI common stock outstanding (gross of the elimination of EFBI’s $986,000 ESOP loan) and 115,807 options with a weighted average exercise price of $16.18 based on the closing price of LCNB common shares on November 27, 2023. Based upon financial information for EFBI as of or for the last twelve-months (“LTM”) ended September 30, 2023 and the closing price of EFBI common stock on November 27, 2023, Janney calculated the following implied aggregate transaction metrics:

LCNB Comparable Companies Analysis

Using publicly available information, Janney compared the financial performance, financial condition and market performance of LCNB to seventeen (17) exchange-traded banks and bank holding companies headquartered in the Midwest with total assets between $1 billion - $3 billion, tangible common equity / tangible assets 6% – 9% and LTM core return on average tangible common equity greater than 10%, excluding mutuals and merger targets (the “LCNB comparable companies”).

The LCNB comparable companies were as follows:

To perform this analysis, Janney used profitability data and other financial information as of, or for the most recent available completed fiscal quarter (“MRQ”), or latest twelve months (“LTM”), and market price information as of November 27, 2023. Certain financial data prepared by Janney, as referenced in the tables presented below, may not correspond to the data presented in LCNB’s historical financial statements as a result of the different periods, assumptions and methods used by Janney to compute the financial data so presented.

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Janney’s analysis showed the following concerning the financial condition and performance of LCNB and the LCNB comparable companies for the LTM:

In addition, Janney’s analysis showed the following concerning the market performance of LCNB and the LCNB comparable companies:

None of the LCNB comparable companies used as a comparison in the above analyses is identical to LCNB. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

EFBI Comparable Companies Analysis

Using publicly available information, Janney compared the financial performance, financial condition and market performance of EFBI to fourteen (14) exchange-traded banks and bank holding companies headquartered in the United States with total assets less than $400 million, tangible common equity / tangible assets 10% – 20% and LTM core return on average tangible common equity less than 10%, excluding mutuals and merger targets (the “EFBI comparable companies”).

The EFBI comparable companies were as follows:

To perform this analysis, Janney used profitability data and other financial information as of, or for the most recent available completed fiscal quarter (“MRQ”), or latest twelve months (“LTM”), and market price

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information as of November 27, 2023. Certain financial data prepared by Janney, as referenced in the tables presented below, may not correspond to the data presented in EFBI’s historical financial statements as a result of the different periods, assumptions and methods used by Janney to compute the financial data so presented.

Janney’s analysis showed the following concerning the financial condition and performance of EFBI and the EFBI comparable companies for the LTM:

In addition, Janney’s analysis showed the following concerning the market performance of EFBI and the EFBI comparable companies:

None of the EFBI comparable companies used as a comparison in the above analyses is identical to EFBI. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

In addition, Janney’s analysis compared pricing multiples for the Merger to the implied merger pricing multiples of the EFBI comparable companies on a per share basis. To account for an equity control premium, Janney applied a 25.7% premium to the EFBI comparable companies based on the median one-day stock price premium for all bank and thrift merger transactions announced over the last 10 years as of November 27, 2023, based on data from S&P Capital IQ Pro.

Select Transactions Analysis

Janney reviewed publicly available information related to three sets of selected U.S. bank transactions:

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All three sets of transactions excluded mergers of equals and transactions without disclosed deal values.

Recent Group

Midwest Group

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Nationwide Group

For each selected transaction, Janney derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction:

The above transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the Merger based on the aggregate transaction value for the Merger of $23.2 million and using historical financial information for EFBI as of or for the last 12 months ended September 30, 2023.

The results of the analysis are set forth in the following tables:

Recent Group

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Midwest Group

Nationwide Group

No company or transaction used as a comparison in the above selected transactions analysis is identical to EFBI, LCNB or the Merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgment concerning differences in financial and operating characteristics of the companies involved.

Pro Forma Financial Impact Analysis and Capital Ratios

Janney performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of EFBI and LCNB. Using closing balance sheet estimates as of September 30, 2023 for EFBI and LCNB provided by EFBI and LCNB management, LCNB analyst earnings estimates for 2023 and 2024, assumed long term earnings growth rates provided by EFBI management, and pro forma assumptions (including, without limitation, purchase accounting adjustments, cost savings and related expenses expected to result from the Merger) provided by LCNB management, Janney analyzed the estimated financial impact of the Merger on certain projected financial and operating results. This analysis indicated that the Merger could be (i) accretive to LCNB’s 2024, 2025 and 2026 estimated EPS, and (ii) dilutive to LCNB’s estimated tangible book value per share at closing. Furthermore, the analysis indicated that, pro forma for the Merger, LCNB’s tangible common equity to tangible assets ratio, leverage ratio, common equity Tier 1 ratio, Tier 1 risk-based capital ratio, and Total risk-based capital ratio at closing would be above those required to be deemed “well capitalized” under regulatory guidelines. For all of the above analyses, the actual results achieved by LCNB following the Merger may vary from the projected results, and the variations may be material.

Discounted Cash Flow Analysis

Janney performed a discounted cash flow analysis to estimate a range for the implied equity value of EFBI. In this analysis, the future cash flows are derived from EFBI’s financial budget and management estimates and discounted back. Cash flows include projected cash dividends as well as an assumed value of one share at the end of year five using both earnings and tangible book value multiples. The range of discount rates for EFBI was determined using the Capital Asset Pricing Model, which takes into account certain factors such as the current risk-free rate, the beta of EFBI stock compared to the broader market, the Full-Information Beta for commercial banks from the Kroll U.S. Cost of Capital Navigator of 1.11, the Historical Long-Term Market Risk Premium from the Kroll U.S. Cost of Capital Navigator of 7.17%, and the Micro Cap Size Premium from the Kroll U.S. Cost of Capital Navigator of 3.05% and the 10-year Treasury Rate of 4.53%. The discount rate resulting from this method was approximately 15.0%.

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The ranges of values were derived by adding (i) the present value of the estimated earnings and cash dividends that EFBI could generate over the five-year period from 2024 to 2028 and (ii) the present value of EFBI’s implied terminal value at the end of such period. In calculating the net present value of EFBI using the earnings multiple, the range of price to earnings ratios used to determine possible future stock prices was 12.0x to 16.0x LTM earnings, with a midpoint of 14.0x. The midpoint multiple approximates median multiples in the peer group analysis. This discounted cash flow analysis resulted in a range of implied values per share of EFBI common stock of $11.17 per share to $14.10 per share with a midpoint of $12.54 per share. In calculating the net present value of EFBI using the tangible book value multiple, the range of price to tangible book value ratios used to determine possible future stock prices was 80% to 120% of tangible book value, with a midpoint of 100%. The midpoint multiple approximates median multiples in the peer group analysis. This discounted cash flow analysis resulted in a range of implied values per share of EFBI common stock of $12.79 per share to $17.97 per share with a midpoint of $15.20 per share.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates and discount rates. The analysis did not purport to be indicative of the actual values or expected values of EFBI or the pro forma combined company.

Janney’s Relationship with EFBI

Janney acted as financial advisor to EFBI in connection with the Merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, Janney is regularly engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, Janney has experience in, and knowledge of, the valuation of banking enterprises. In the ordinary course of its broker-dealer businesses, and further to certain existing sales and trading relationships between each of EFBI and LCNB and Janney, Janney and its affiliates may from time to time purchase securities from, and sell securities to, EFBI and LCNB, and as a market maker in securities, Janney and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of EFBI or LCNB for its own accounts and for the accounts of its customers and clients. Janney employees may also from time to time maintain individual positions in EFBI common stock and/or LCNB common stock.

Pursuant to the Janney engagement agreement, EFBI agreed to pay Janney a cash fee equal to 1.50% of the implied transaction value, $25,000 of which became payable before the rendering of Janney’s opinion, $100,000 of which became payable concurrently with the rendering of Janney’s opinion, and the balance of which is contingent upon the consummation of the Merger. Janney’s fee for rendering the fairness opinion was not contingent upon Janney reaching any particular conclusion. EFBI also agreed to reimburse Janney for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify Janney against certain liabilities relating to or arising out of Janney’s engagement or Janney’s role in connection therewith.

With respect to previous engagements, Janney was engaged in January 2023 by LCNB to render financial advisory and investment banking services to the LCNB’s board, including delivery of an opinion to the LCNB board as to the fairness, from a financial point of view, to the holders of LCNB common stock of the merger consideration, in connection with its acquisition of Cincinnati Bancorp, Inc. The transaction closed on November 1, 2023, and Janney received compensation for its role.

Except for the arrangement between Janney and LCNB described in the preceding paragraph, Janney has not had any material financial advisory and investment banking relationship with EFBI or LCNB during the past two years in which compensation was received or was intended to be received as a result of the relationship between Janney, on the one hand, and EFBI or LCNB, on the other hand. Janney may provide investment banking services to LCNB in the future (and to EFBI, if the Merger is not consummated), although there is no agreement to do so.

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LCNB’s Reasons for the Merger

LCNB believes that the Merger is in the best interests of LCNB and its shareholders. In reaching this determination, the LCNB board of directors consulted with its management, as well as its financial, accounting and legal advisors, and considered the projected pro forma impact of the Merger and a number of other factors, including, without limitation, the following:

The board of directors of LCNB also considered a variety of risks and other potentially negative factors in deliberations concerning the Merger. In particular, the board of directors of LCNB considered:

The above discussion of the information and factors considered by the LCNB board of directors is not intended to be exhaustive but includes the material factors considered by the LCNB board of directors. In reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the LCNB board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The LCNB board of directors considered all these factors as a whole, including through its discussions with LCNB’s management and financial and legal advisors, in evaluating the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement. Hovde Group, LLC will not be issuing a fairness opinion in connection with the Merger.

Regulatory Approvals Required

To complete the Merger and Subsidiary Bank Merger, LCNB and EFBI need to obtain approvals or consents from, or make filings with, a number of U.S. federal and state bank and other regulatory authorities.

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Subject to the terms of the Merger Agreement, LCNB and EFBI have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the Merger Agreement (including the Merger and the Subsidiary Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. These approvals include, among others, the approval of the Merger and the Subsidiary Bank Merger by the Federal Reserve and the OCC, respectively. The Merger and the Subsidiary Bank Merger must receive approval from the Federal Reserve and the OCC, respectively, before the Merger and the Subsidiary Bank Merger may be consummated. LCNB will submit an application or waiver to the Federal Reserve for approval or nonobjection of the Merger and has submitted application to the OCC for approval of the Subsidiary Bank Merger.

The approval of any regulatory applications merely implies the satisfaction of regulatory criteria for approval, which does not include review of the adequacy or fairness of the Merger Consideration to EFBI stockholders. Furthermore, regulatory approvals do not constitute or imply any endorsement or recommendation of the Merger or the terms of the Merger Agreement.

LCNB and EFBI believe that the Merger does not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. However, there can be no assurance that all of the regulatory approvals described herein will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have an adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger. There can likewise be no assurances that U.S. federal or state regulatory or competition authorities will not attempt to challenge the Merger or, if such a challenge is made, what the result of such challenge will be.

Interests of EFBI Directors and Officers in the Merger

As described below, some of EFBI’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of EFBI stockholders generally. The EFBI board of directors was aware of these interests and considered them in approving the Merger Agreement.

Restricted Stock Awards

EFBI has awarded certain executive officers restricted EFBI common stock, which may not be transferred and is subject to vesting restrictions. Immediately before the Effective Time and pursuant to the Merger Agreement, the vesting restrictions of the restricted stock will end, and the restricted shares will be treated as EFBI common stock for the purposes of the Merger. The following table sets forth the number of unvested restricted stock awards held by each executive officer of EFBI as of November 28, 2023, the date the Merger Agreement was executed, which will vest as a result of the Merger. The estimated value of the restricted stock awards is based on (i) the average closing market price of EFBI common stock over the first five (5) business days following the first public announcement of the transaction, which began on November 29, 2023, multiplied by (ii) the total number of shares subject to each restricted stock award. EFBI’s directors do not hold any restricted stock awards.

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Stock Options

EFBI has awarded executive officers and directors stock options to purchase EFBI common stock pursuant to the Eagle Financial Bancorp, Inc. 2018 Equity Incentive Plan (“EFBI Equity Incentive Plan”). Immediately before the Effective Time and pursuant to the Merger Agreement, all stock options, both vested and unvested, to purchase EFBI common stock issued pursuant to the EFBI Equity Incentive Plan will be cancelled in exchange for a cash payment equal to $19.10 less the exercise price of each such EFBI option. Set forth below is the number of non-vested stock options held by each executive officer of EFBI as of November 28, 2023, the date the Merger Agreement was executed, and the cash-out value of the stock options as determined under the terms of the Merger Agreement. Directors hold only fully vested stock options.

Indemnification and Directors’ and Officers’ Liability Insurance

LCNB will indemnify each person who served as a director or officer of EFBI or its subsidiaries on or after the date of the Merger Agreement and before the Effective Time to the fullest extent provided by EFBI’s governing documents, from and against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding by reason of the fact that the person was an officer or director of EFBI or its subsidiaries, subject to compliance with applicable state and federal laws. In addition, the Merger Agreement provides that, before the Merger, EFBI will purchase, at the expense of LCNB, a directors’ and officers’ and company liability insurance policy to be effective for six (6) years following the Effective Date, with a premium not to exceed over 150% of EFBI’s existing policy premium.

Employment and Settlement Agreements

Eagle Bank entered into employment agreements with each of Patricia L. Walter, President of EFBI and Eagle Bank, Kevin Strehle, Vice President, Residential Lending of Eagle Bank, Ray McCleese, Vice President, Commercial Lending of Eagle Bank, Gary J. Koester, Chief Executive Officer of EFBI and Eagle Bank, Kevin

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Schramm, Vice President, Chief Financial Officer and Treasurer of Eagle Bank and Mendee Wyenandt, Vice President – Operations and Chief Information Officer of Eagle Bank, which provide certain payments and benefits to each executive officer in the event that executive officer’s employment is terminated (other than for cause) in connection with a change in control. The term of the agreement with Mr. Koester is three years and the term of the agreements with Ms. Walter, Mr. Strehle, Mr. McCleese, Mr. Schramm and Ms. Wyenandt is two years. Each year, the board of directors of Eagle Bank may renew the agreements for an additional year, so that the terms again become either three or two years. If, during the term of the agreement, the executive officer’s employment is involuntarily terminated, other than for “cause” (as defined in the agreement) or if the executive officer voluntarily terminates employment for “good reason” (as defined in the agreement), in either case, within 18 months following a change in control, Eagle Bank, or its successor, will pay the executive severance equal to a multiple of the sum of (i) executive’s highest annual rate of base salary paid to executive at any time under the agreement, plus (ii) the highest bonus paid to executive with respect to the last completed two fiscal years (three fiscal years for Mr. Koester) prior to the change in control. The multiple is three times, in the case of Mr. Koester, and two times, in the case of Ms. Walter, Mr. Strehle, Mr. McCleese, Mr. Schramm and Ms. Wyenandt. In addition, Eagle Bank, or its successor, will pay Mr. Koester the cost of the executive officer’s medical and dental coverage and life insurance coverage until the earlier of (i) executive’s employment by another employer whereby the executive receives or may elect to receive substantially similar insurance coverage, or (ii) thirty-six (36) months following termination of executive’s employment. In the case of Ms. Walter, Mr. Strehle, Mr. McCleese, Mr. Schramm and Ms. Wyenandt, Eagle Bank, or its successor, will pay such executive the cost of the executive officer’s medical and dental coverage and life insurance coverage until the earlier of (i) executive’s employment by another employer whereby the executive receives or may elect to receive substantially similar insurance coverage, or (ii) twenty-four (24) months following termination of executive’s employment. For purposes of the agreements, the term “good reason” includes (i) the failure to reappoint the executive officer to the position(s) he/she held immediately before the change in control, (ii) a material change in the executive officer’s position(s) to be one of lesser responsibility, importance or scope to which executive has not agreed in writing, (iii) a liquidation or dissolution of Eagle Bank, (iv) a material reduction in the executive officer’s base salary or benefits, (v) a relocation of the executive’s principal place of employment by more than thirty (30) miles from the location of Eagle Bank’s principal executive offices, or (vi) a material breach of the change in control agreements by Eagle Bank.

In connection with the Merger, the EFBI executive officers entered settlement agreements, which become effective immediately prior to the Effective Time of the Merger, and will supersede, replace and terminate their respective change in control and employment agreements, including those agreements described previously under this section. In exchange for the settlement of their existing change in control and employment agreements, the executive officers will receive lump sum cash payments on the closing date of the Merger. The settlement agreements provide that if the payments under the agreements, together with any other payments or benefits to which the executive officer has the right to receive from Eagle Bank or EFBI, would constitute an “excess parachute payment” (as defined in Section 280G(b)(2) of the Code), payments pursuant to the settlement agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Section 4999 of the Code. The amount of the cash payments that Mr. Koester, Ms. Walter, Mr. Strehle, Mr. McCleese, Mr. Schramm and Ms. Wyenandt are entitled to receive under their settlement agreements are estimated to be $554,068, $403,843, $247,268, $333,532, $314,831, and $235,142, respectively. In addition, the settlement agreements for Mr. Strehle, Mr. McCleese and Ms. Wyenandt provide that the executive officers and their dependents will be entitled to elect continuing medical and dental coverage under Section 4980B of the Code (“COBRA”) and that LCNB Bank shall pay the cost of the executive officers’ (and, to the extent applicable, the executive officers’ dependent’s) continuing medical and dental coverage for a period of eight (8) months following the effective time of the Merger.

Supplemental Executive Retirement Plan. Eagle Bank maintains a Supplemental Executive Retirement Plan, effective as of January 1, 2010 (the “SERP”), for the benefit of Mr. Koester, Ms. Walter, Mr. Schramm and Ms. Wyenandt. The Merger Agreement provides that the SERP will be terminated and paid out on or

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immediately before the Effective Time. In connection with the termination of the SERP, Mr. Koester, Mr. Schramm, Ms. Walter and Ms. Wyenandt are entitled to receive cash payments estimated to be $867,586, $401,673, $63,402, and $415,716 respectively.

Employee Stock Ownership Plan. The Eagle Bank employee stock ownership plan (the “ESOP”) is a tax-qualified plan that covers substantially all of the employees of Eagle Bank. The ESOP received a loan from EFBI, the proceeds of which were used to acquire shares of EFBI’s common stock for the benefit of plan participants. The ESOP has pledged the shares acquired with the loan as collateral for the loan and holds them in a suspense account, releasing them to participants’ accounts as the loan is repaid, with contributions received from Eagle Bank. In connection with the Merger, the outstanding balance of the ESOP loan will be repaid by the ESOP by returning a sufficient number of unallocated shares of EFBI’s common stock to EFBI in satisfaction of the loan payment. Following the repayment of the loan, any excess assets in the suspense account will be allocated to active participants, as earnings, based on their proportionate account balances, in accordance with the terms of the plan. All of EFBI’s common stock in the ESOP allocated to the accounts of the ESOP participants will be exchanged for the Merger Consideration. In connection with the Merger, the ESOP will be terminated and all participants’ accounts will become fully vested.

Supplemental Director Retirement Plan. Eagle Bank maintains a Supplemental Director Retirement Plan effective as of January 1, 2010 (the “Director Plan”), for the benefit of Mr. Cagney, Mr. Dulle, Mr. Goetzman, Mr. Kehoe, Mr. Koester and Ms. Walter. The Merger Agreement provides that the Director Plan will be terminated and paid out on or immediately before the Effective Time. In connection with the termination of the Director Plan, Mr. Cagney, Mr. Dulle, Mr. Goetzman, Mr. Kehoe, Mr. Koester and Ms. Walter are entitled to receive cash payments estimated to be $94,229, $98,517, $49,013, $63,397, $184,197, and $5,105, respectively.

Material U.S. Federal Income Tax Consequences of the Merger

This section describes the intended, material U.S. federal income tax consequences of the Merger to LCNB, EFBI, and U.S. holders of EFBI common stock who exchange their shares for LCNB common shares pursuant to the Merger. LCNB and EFBI intend for the Merger to be treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, and LCNB and EFBI intend that each will be a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code. LCNB has received an opinion of Dinsmore & Shohl LLP, substantially to the effect that, on the basis of facts, representations and assumptions set forth in that opinion (including factual representations contained in certificates of officers of LCNB and EFBI), the Merger constitutes a reorganization under Section 368(a) of the Internal Revenue Code.

The following discussion assumes that the U.S. Internal Revenue Service (“IRS”) and the courts agree that the Merger is a “reorganization” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, and that LCNB and EFBI are each a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code. However, LCNB and EFBI have not requested and do not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the Merger, and the tax opinion to be delivered in connection with the Merger is not binding on the IRS or any court or other administrative body. Consequently, there is no assurance of the accuracy of the anticipated U.S. federal income tax consequences to LCNB, EFBI, and the stockholders of EFBI described in this proxy statement/prospectus. In addition, if any of the facts, representations or assumptions upon which the opinion is based are inconsistent with the actual facts, the U.S. federal income tax consequences of the Merger could be adversely affected. The actual tax consequences to you of the Merger may be complex and will depend upon your specific situation and upon factors that are not within the control of LCNB or EFBI. You should consult with your own tax advisor as to the tax consequences of the Merger in light of your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, foreign, and other tax laws, your basis in any LCNB common shares received in the Merger, your holding period with respect to any LCNB common shares received in the Merger, your tax return reporting requirements, or the applicability and effect of any proposed changes in any tax laws.

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The following discussion is based on the Internal Revenue Code, existing and proposed Treasury Department regulations promulgated thereunder and published judicial and administrative rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion. This summary does not address any tax consequences of the Merger under state, local or foreign laws, or any federal laws other than those pertaining to income tax.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of EFBI common stock who, for U.S. federal income tax purposes, is:

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds EFBI common stock, the tax treatment of a partner generally will depend on the status of the partners and the activities of the partnership. If you are a partnership, or a partner in such partnership, holding EFBI common stock, you should consult your tax advisors.

This discussion is applicable only to those U.S. resident EFBI stockholders that hold their EFBI common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment), and does not address all of the U.S. federal income tax consequences that may be relevant to particular EFBI stockholders in light of their individual circumstances or to EFBI stockholders that are subject to special rules, such as:

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In addition, the discussion does not address any alternative minimum tax, U.S. federal estate or gift tax or any state, local or foreign tax consequences of the Merger, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or any consequences under the Foreign Account Tax Compliance Act of 2010 (including the Treasury Department regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith). Determining the actual tax consequences of the Merger may be complex. They will depend on specific situations and on factors that are not within the control of EFBI or LCNB. All holders of EFBI common stock should consult their tax advisors as to the specific tax consequences of the Merger to them, including the applicability and effect of the alternative minimum tax and any state, local, foreign, and other tax laws, your basis in any LCNB common shares received in the Merger, your holding period with respect to any LCNB common shares received in the Merger, your tax return reporting requirements, or the applicability and effect of any proposed changes in any tax laws.

The following discussion summarizes the matters addressed in the tax opinion of Dinsmore & Shohl LLP filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

Reorganization Treatment

The Merger is intended to be a “reorganization” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, and LCNB and EFBI are each intended to be a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code. If the intended reorganization treatment is respected by the Internal Revenue Service and the courts, then the material federal income tax consequences described below are anticipated.

Federal Income Tax Consequences to LCNB and EFBI

No Gain or Loss. No gain or loss will be recognized by LCNB or EFBI as a result of the Merger.

Tax Basis. The aggregate tax basis of the assets of EFBI in the hands of LCNB will be the same as the aggregate tax basis of such assets in the hands of EFBI immediately prior to the Merger.

Holding Period. The holding period of the assets of EFBI to be received by LCNB will include the period during which such assets were held by EFBI.

General Federal Income Tax Consequences to U.S. Holders Dependent on Elections

The U.S. federal income tax consequences of the Merger to a U.S. holder will depend on whether such U.S. holder receives cash, LCNB common shares or a combination of cash and shares, as a result of reallocation, in

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exchange for such U.S. holder’s EFBI common stock. At the time an EFBI stockholder makes a cash or share election pursuant to the terms of the Merger Agreement, such stockholder will not know whether, and to what extent, the proration provisions of the Merger Agreement will alter the mix of consideration such stockholder will receive. As a result, the tax consequences to such stockholder will not be ascertainable with certainty until such stockholder knows the precise amount of cash and LCNB common shares that such stockholder will receive pursuant to the Merger.

Exchange Solely for LCNB Common Shares

A U.S. holder of EFBI common stock that exchanges all of its EFBI common stock solely for LCNB common shares pursuant to the Merger will not recognize gain or loss in connection with such exchange (except with respect to cash in lieu of fractional LCNB common shares as discussed in more detail under “Cash in Lieu of Fractional Shares” below). A U.S. holder’s aggregate tax basis in the LCNB common shares received in the Merger in exchange for its EFBI common stock (including any fractional shares deemed received by the U.S. holder under the treatment discussed below in “Cash in Lieu of Fractional Shares”) generally will equal such U.S. holder’s aggregate tax basis in the EFBI common stock surrendered by such U.S. holder in the Merger. The holding period for the LCNB common shares received by such U.S. holder in the Merger in exchange for its EFBI common stock (including any fractional shares deemed received by the U.S. holder under the treatment discussed below in “Cash in Lieu of Fractional Shares”) generally will include the holding period for the EFBI common stock exchanged therefor.

Cash in Lieu of Fractional Shares

A U.S. holder of EFBI common stock that receives cash in lieu of a fractional LCNB common share generally will be treated as having received such fractional share and then having received such cash in redemption of such fractional share. Gain or loss generally will be recognized based on the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. holder’s aggregate adjusted basis in the EFBI common stock surrendered which is allocable to the fractional share. Subject to possible dividend treatment (as discussed in more detail under “Possible Dividend Treatment”, below), such gain or loss generally will be long-term capital gain or loss if the U.S. holder held such stock as a capital asset at the time of the Merger and the U.S. holder’s holding period for its EFBI shares exceeds one year at the effective time of the Merger. The Internal Revenue Code contains limitations on the extent to which a taxpayer may deduct capital losses from ordinary income.

Tax Consequences to EFBI Stockholders who Receive Only Cash

A U.S. holder of EFBI common stock who receives solely cash in exchange for all of its EFBI common stock (and is not treated as constructively owning LCNB common shares after the Merger under the circumstances referred to below under “Possible Dividend Treatment”) will recognize a gain or loss for federal income tax purposes equal to the difference between the cash received and such U.S. holder’s tax basis in EFBI’s common shares surrendered in exchange for the cash. Subject to possible dividend treatment (as discussed in more detail under “Possible Dividend Treatment”, below), such gain or loss will be a capital gain or loss, provided that such shares were held as capital assets of the U.S. holder at the Effective Time. Such gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period is more than one year. The Internal Revenue Code contains limitations on the extent to which a taxpayer may deduct capital losses from ordinary income.

Exchange for a Combination of EFBI Common Shares and Cash

Except as discussed below, a U.S. holder who receives a combination of LCNB common shares and cash pursuant to reallocation will recognize gain (but not loss) equal to the lesser of (i) the excess, if any, of the

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amount of cash plus the fair market value of any LCNB common shares received in the Merger, over such U.S. holder’s adjusted tax basis in the EFBI common stock surrendered by such U.S. holder in the Merger and (ii) the amount of cash received by such U.S. holder in the Merger (other than cash received in lieu of fractional LCNB common shares).

For purposes of this calculation, the fair market value of LCNB common shares is based on the trading price of LCNB common shares on the date of the Merger, rather than price negotiated between LCNB and EFBI in the Merger Agreement used to calculate the number of LCNB common shares to be issued to the stockholder. In the case of any U.S. holder who acquired different blocks of EFBI common stock at different times and at different prices, any realized gain or loss will be determined separately for each identifiable block of common stock exchanged in the Merger. A loss realized on the exchange of one block of common stock cannot be used to offset a gain realized on the exchange of another block of common stock, but a U.S. holder will generally be able to reduce its capital gains by capital losses in determining its income tax liability. Prior to voting on the Merger, any U.S. holder potentially in that circumstance should consult its tax advisor with regard to identifying the basis or holding periods of the particular LCNB common shares received in the Merger.

Generally, a U.S. holder’s aggregate tax basis in the LCNB common shares received by that U.S. holder in the Merger in exchange for its EFBI common stock, including any fractional shares deemed received by the U.S. holder under the treatment (discussed above in “Cash in Lieu of Fractional Shares”) will equal such U.S. holder’s aggregate tax basis in the EFBI common stock surrendered in the Merger, increased by the amount of taxable gain (or dividend income as described below in “Possible Dividend Treatment”), if any, recognized by such U.S. holder in the Merger (other than with respect to cash received in lieu of fractional LCNB common shares) and decreased by the amount of cash, if any, received by such U.S. holder in the Merger (other than cash received in lieu of fractional LCNB common shares). The holding period for the LCNB common shares received in the Merger, including any fractional shares deemed received by the U.S. holder (discussed above in “Cash in Lieu of Fractional Shares”), generally will include the holding period for the EFBI common stock exchanged therefor.

Subject to possible dividend treatment (as discussed in more detail under “Possible Dividend Treatment”, below), any capital gain generally will be long-term capital gain if the U.S. holder held the EFBI common stock for more than one year at the effective time of the Merger. The deductibility of capital losses is subject to limitations.

Possible Dividend Treatment

In some cases, if a U.S. holder of EFBI common stock actually or constructively owns LCNB common shares other than the LCNB common shares received pursuant to the Merger, the gain recognized by such holder could be treated as having the effect of the distribution of a dividend under tests set forth in the Internal Revenue Code, in which case such gain would be treated as dividend income. This could happen, for example, because of ownership of additional LCNB common shares by such holder, ownership of LCNB common shares by a person related to such holder, or a share repurchase by LCNB from other holders of LCNB common shares. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the application of certain constructive ownership rules, U.S. holders of EFBI common stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances.

Medicare Tax on Net Investment Income

A U.S. holder that is an individual is subject to a 3.8% tax on the lesser of (i) his or her “net investment income” for the relevant taxable year or (ii) the excess of his or her modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000 depending on the individual’s U.S. federal income tax filing status). A similar regime applies to estates and trusts. Net investment income generally would include any capital gain incurred in connection with the Merger.

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Backup Withholding and Reporting Requirements

Under certain circumstances, cash payments made to a U.S. holder of EFBI common stock pursuant to the Merger may be subject to backup withholding at a rate of 28% of the cash payable to the holder, unless the holder furnishes its taxpayer identification number in the manner prescribed in applicable Treasury Department regulations, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a holder under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.

A U.S. holder of EFBI common stock owning at least 5% (by vote or value) of the outstanding shares of EFBI common stock or having a basis of $1,000,000 or more in its EFBI common stock, immediately before the Merger, is required to file a statement with such holder’s U.S. federal income tax return setting forth such holder’s tax basis in and the fair market value of shares of the EFBI common stock exchanged by such holder pursuant to the Merger. In addition, all U.S. holders of EFBI common stock will be required to retain records pertaining to the Merger.

The preceding discussion of material U.S. federal income tax consequences of the Merger is included in this proxy statement/prospectus for general information only, and is intended only as a summary of material U.S. federal income tax consequences of the Merger. It is not a complete analysis or discussion of all potential tax effects that may be important to you and is not tax advice.

Each EFBI stockholder should consult with his, her or its own tax advisor regarding the specific tax consequences to the stockholder of the Merger, including the application and effect of state, local and foreign income and other tax laws.

Accounting Treatment

The Merger will be accounted for under the acquisition method of accounting in accordance with generally accepted accounting principles in the United States. Under the acquisition method of accounting, the assets and liabilities of EFBI will be recorded and assumed at estimated fair values at the time the Merger is consummated. The excess of the estimated fair value of LCNB common shares issued and the cash proceeds paid over the net fair values of the assets acquired, including identifiable intangible assets, and liabilities assumed will be recorded as goodwill and will not be deductible for income tax purposes. Goodwill will be subject to an annual test for impairment and the amount impaired, if any, will be charged as an expense at the time of impairment.

Resale of LCNB Common Shares

LCNB has registered its common shares to be issued in the Merger with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). No restrictions on the sale or other transfer of LCNB common shares issued in the Merger will be imposed solely as a result of the Merger, except for restrictions on the transfer of LCNB common shares issued to any EFBI stockholder who may become an “affiliate” of LCNB for purposes of Rule 144 under the Securities Act. The term “affiliate” is defined in Rule 144 under the Securities Act and generally includes executive officers, directors and shareholders beneficially owning 10% or more of the outstanding LCNB common shares.

Employee Matters

Participation by EFBI Employees in LCNB’s Employee Benefit Program(s): The Merger Agreement provides that employees of EFBI or Eagle Bank who become employees of LCNB as a result of the Merger will, as determined by LCNB, participate in the employee benefit plans sponsored by LCNB for LCNB’s

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employees. Employees of EFBI or Eagle Bank will receive credit for their years of service with EFBI or Eagle Bank, as applicable, for participation and vesting purposes under the applicable LCNB employee benefit plans, including credit for years of service and for seniority under LCNB’s paid time off program, but subject to the eligibility and other terms of such plans. In addition, LCNB will waive all restrictions and limitations on pre-existing conditions under LCNB’s group health plan and applicable insurance policy.

Severance: Subject to any applicable regulatory restrictions, LCNB has agreed to pay to each employee of EFBI or Eagle Bank who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of EFBI or Eagle Bank immediately before the Effective Time, (iii) has been an employee of EFBI or Eagle Bank for at least six (6) months prior to the Effective Time, (iv) is not offered continued employment by LCNB or any of its subsidiaries for six (6) months after the Effective Time, and (v) who sign and deliver LCNB’s standard form of termination and release agreement, a severance amount. The severance amount is equal to two (2) weeks’ base pay in effect at the time of termination multiplied by the number of whole years of service of such employee with EFBI or Eagle Bank, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment will equal four (4) weeks of base pay, and the maximum severance payment will not exceed 26 weeks of base pay.

Termination of EFBI 401(k) Plan: EFBI is required to terminate the EFBI 401(k) Plan effective immediately prior to the Effective Time. In addition, as soon as feasible after the closing of the Merger, LCNB will take commercially reasonable steps to allow employees of EFBI and Eagle Bank who continue as employees of LCNB and its subsidiaries to participate in the LCNB 401(k) Plan and to accept roll-overs of benefits from the EFBI 401(k) Plan to the LCNB 401(k) Plan.

Termination of the Employee Stock Ownership Plan: Prior to the Effective Time, the EFBI board of directors is required to terminate the Eagle Bank Employee Stock Ownership Plan. In connection with the termination of the ESOP, all plan accounts will be fully vested and all outstanding indebtedness of the ESOP will be fully repaid by delivering a sufficient number of unallocated shares of EFBI common stock to EFBI, at least five (5) business days prior to the Effective Time. All remaining shares of EFBI common stock held by the ESOP will be converted into the right to receive Merger Consideration, and the balance of the unallocated shares and other unallocated assets remaining in the ESOP after repayment of the ESOP loan will be allocated as earnings to the accounts of the ESOP participants who are employed as of the date of termination of the ESOP based on their account balances and distributed after a favorable determination letter from the IRS.

Accrued and Unused Paid-Time-Off: Each employee for the 2024 fiscal year that continues with LCNB will, at the Effective Time, be entitled to the greater of the accrued and unused paid-time-off the employee has as of the Effective Time or ten (10) medical days under LCNB’s existing policies and procedures.

Retention Arrangements: The Merger Agreement also provides for up to $11,000 to be allocated amongst certain other EFBI or Eagle Bank employees in such amounts and to such employees as mutually agreed to between EFBI and LCNB.

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THE MERGER AGREEMENT

The following is a description of the material terms of the Merger Agreement. A complete copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

The Merger Agreement contains representations and warranties of EFBI and LCNB. The assertions embodied in those representations and warranties are qualified by information contained in confidential disclosure schedules that the parties delivered in connection with the execution of the Merger Agreement. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from the standard of materiality generally applicable to statements made by a corporation to shareholders/stockholders or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, or for any other purpose, at the time they were made or otherwise.

The Merger and Subsidiary Bank Merger

Pursuant to the terms and subject to the conditions of the Merger Agreement, upon filing the applicable certificate and articles of merger, EFBI will merge with and into LCNB, with LCNB surviving the Merger and continuing as an Ohio corporation and a registered financial holding company and the separate corporate existence of EFBI ceasing to exist. Immediately after the Merger, or at such later time specified by LCNB, LCNB will cause Eagle Bank to be merged with and into LCNB Bank, with LCNB Bank surviving the Merger and continuing as a national banking association.

Effective Time

LCNB and EFBI will cause the effective date of the Merger to be as soon as practicable after all of the conditions set forth in the Merger Agreement have been satisfied or waived. Unless LCNB and EFBI otherwise agree in writing, the effective date of the Merger will not be later than July 1, 2024. The Merger will become effective upon the later to occur of (a) the filing of articles of merger with the Maryland State Department of Assessments and Taxation and a certificate of merger with the Ohio Secretary of State, or (b) at a later time that LCNB and EFBI agree to in writing and specify in the articles of merger and certificate of merger.

LCNB and EFBI currently anticipate closing the Merger in the second quarter of 2024.

Merger Consideration

Under the terms of the Merger Agreement, if the Merger is completed, stockholders of EFBI will be entitled to receive, for each share of EFBI common stock, at the election of the holder thereof:

(i) 1.1401 LCNB common shares; or

(ii) $19.10 in cash, without interest.

The form of consideration to be received by each holder of EFBI common stock is subject to reallocation in order to ensure that the Merger Consideration will consist of at least 30% but no more than 40% cash and at least 60% but no more than 70% of the Merger Consideration will consist of LCNB’s common shares.

LCNB will not issue any fractional common shares in connection with the Merger. Instead, each holder of EFBI common stock who would otherwise be entitled to receive a fraction of a LCNB common share (after

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taking into account all EFBI common stock owned by such holder at the effective time of the Merger) will receive cash, without interest, in an amount (rounded to the nearest cent) equal to the LCNB fractional common share to which such holder would otherwise be entitled (rounded to the nearest one-thousandth when expressed in decimal form) multiplied by $19.10.

At the effective time of the Merger, EFBI common stock will no longer be outstanding and will automatically be cancelled and cease to exist, and holders of EFBI common stock will cease to be, and will have no rights as, stockholders of EFBI, other than the right to receive the Merger Consideration pursuant to the terms and conditions of the Merger Agreement.

Election, Exchange and Payment Procedures; Surrender of Certificates

LCNB will engage the Exchange Agent to act as its exchange agent to handle the election and exchange of EFBI common stock for the Merger Consideration. An election form (an “Election Form”) will be mailed at least fifty-five (55) days prior to the Effective Date to each holder of record of EFBI common stock, and each EFBI stockholder will have at least forty (40) days to make and submit their election.

Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive LCNB common shares with respect to all of such holder’s EFBI common stock, (ii) to elect to receive cash with respect to all of such holder’s EFBI common stock, or (iii) to indicate that such holder makes no such election with respect to such holder’s EFBI common stock (“No Election Shares”). Any shares of EFBI common stock with respect to which the holder has elected to receive cash are hereinafter referred to as “Cash Election Shares,” and any shares of EFBI common stock with respect to which the holder has elected to receive LCNB common shares are hereinafter referred to as “Stock Election Shares.” Any shares of EFBI common stock with respect to which the holder thereof shall not have made, as of the Election Deadline (as defined below), an election by submission to the Exchange Agent, of an effective, properly completed Election Form shall be deemed to be No Election Shares.

Any election to receive cash or LCNB common shares will be considered to have been properly made by an EFBI stockholder only if the Exchange Agent receives a properly completed Election Form by the deadline set forth in the Election Form (the “Election Deadline”), accompanied by one or more certificates representing shares of EFBI common stock (“Old Certificate(s)”) (or customary affidavits and, if required, indemnification regarding the loss or destruction of such Old Certificates) representing all shares of EFBI common stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Any EFBI stockholder who does not return an Election Form prior to the Election Deadline will receive a transmittal letter from the Exchange Agent as soon as practicable after the Election Deadline. The transmittal letter to be returned by mail from the EFBI stockholder will be deemed properly completed only if accompanied by the Old Certificates to be converted into cash, LCNB common shares or some combination of both.

Any submitted Election Form may be revoked or changed by written notice to the Exchange Agent prior to the Election Deadline. The Exchange Agent shall be required to make all determinations as to when any election, modification or revocation has been received and whether any such election, modification or revocation has been properly made.

Promptly after the effective time of the Merger, the Exchange Agent will cause new certificates representing LCNB common shares into which a stockholders’ shares of EFBI common stock were converted in the Merger, and a check in respect of cash to be paid as part of the Merger Consideration and in respect of any fractional share interests or distributions which such stockholder is entitled to receive, to be delivered to the stockholder. No interest will be paid on any cash paid in exchange for shares of EFBI common stock or in respect of any fractional share interests, dividends or distributions which any stockholder is entitled to receive under the terms of the Merger Agreement. LCNB shall not be responsible for lost, stolen, or damaged stock certificates or checks as a result of delivery to the stockholder.

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Until surrendered, each EFBI stock certificate will be deemed after the effective time of the Merger to represent only the right to receive, upon surrender of such certificate, an LCNB stock certificate and/or a check in an amount equal to the sum of the cash to be paid to the holder as part of the Merger Consideration, any cash to be paid in lieu of any fractional LCNB common shares to which the holder is entitled under the terms of the Merger Agreement and any cash to be paid in respect of any distributions to which the holder may be entitled with respect to his or her LCNB common shares (in each case, without interest).

An EFBI stockholder will not be entitled to receive payment of any dividends or distributions with respect to LCNB common shares with a record date occurring after the effective time of the Merger until the stockholder has followed the procedures described above for surrendering his or her EFBI stock certificates. After an EFBI stockholder has properly surrendered his or her EFBI stock certificates in exchange for LCNB common shares, the stockholder will be entitled to receive any dividends or distributions on LCNB common shares with a record date occurring on or after the effective time of the Merger. No interest will be paid on any such dividends or distributions.

If any EFBI stock certificate has been lost, wrongfully taken, or destroyed, the transmittal materials received from the Exchange Agent will explain the steps that the EFBI stockholder must take.

Reallocation of Merger Consideration

All elections by EFBI stockholders are subject to the reallocation procedures described in the Merger Agreement. These procedures are intended to ensure that at least 30% but no more than 40% of the Merger Consideration will consist of cash and at least 60% but no more than 70% of the Merger Consideration will consist of LCNB common shares. As a result, the Merger Agreement describes procedures to be followed if EFBI stockholders in the aggregate elect to receive more LCNB common shares than LCNB has agreed to issue or more cash than LCNB has agreed to pay. These procedures are summarized below:

Neither EFBI nor LCNB is making any recommendation as to whether EFBI stockholders should elect to receive cash or LCNB common shares in the Merger. Each EFBI stockholder must make his or her own decision with respect to any such election.

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No guarantee can be made that you will receive the amounts of cash or LCNB common shares that you elect. As a result of the reallocation procedures and other limitations outlined in this proxy statement/prospectus, you might receive LCNB common shares or cash in amounts that vary from the amounts you elected to receive.

Treatment of EFBI Options and Restricted Stock Awards

Immediately prior to the Effective Time, all rights with respect to EFBI common stock pursuant to the EFBI Equity Incentive Plan (the “EFBI Options”) shall be cancelled in exchange for a cash payment equal to the Per Share Cash Consideration less the exercise price per share of each such EFBI Option. All unvested EFBI Options will be accelerated immediately prior to cancellation in exchange for payment in cash. In addition, any vesting restrictions on outstanding EFBI restricted shares will automatically lapse and each restricted share will be treated as issued and outstanding.

Treatment of EFBI Shares in the ESOP

EFBI will conduct a pass-through vote of the ESOP participants to direct the ESOP trustee to vote the shares of EFBI common stock owned by the ESOP and allocated to the plan accounts of ESOP participants either in favor of or against the merger of EFBI with and into LCNB. Prior to the Effective Date, the EFBI board of directors will terminate the ESOP. In connection with the termination of the ESOP, all plan accounts will be fully vested, all outstanding indebtedness of the ESOP will be repaid by delivering a sufficient number of unallocated shares of EFBI common stock to EFBI, and all remaining shares of EFBI common stock held by the ESOP will be converted into the right to receive the Merger Consideration, and the balance of the unallocated shares and any other unallocated assets remaining in the ESOP after repayment of the ESOP loan will be allocated as earnings to the accounts of the ESOP participants who are employed as of the date of termination of the ESOP based on their account balances under the ESOP as of the date of termination of the ESOP and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS.

Prior to the Effective Time, EFBI will take all such actions as are necessary (determined in consultation with LCNB) to submit the application for a favorable determination letter from the IRS in advance of the Effective Time. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP will either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct; provided, however, that nothing contained in the Merger Agreement will delay the distribution or transfer of account balances in the ESOP for reasons other than the termination of such plan.

Indemnification and Directors’ and Officers’ and Company Liability Insurance

For a period of six (6) years after the effective time of the Merger, and subject to compliance with applicable state and federal laws, LCNB will indemnify each person who served as a director or officer of EFBI on or after the date of the Merger Agreement and before the effective time of the Merger to the fullest extent provided by EFBI’s governing documents, from and against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding by reason of the fact that the person was a director, officer or employee of EFBI or its subsidiaries or was serving at the request of EFBI or any of its subsidiaries as a director or officer of another person. In addition, the Merger Agreement provides that, prior to the Merger, EFBI will procure, at the expense of LCNB, a policy of directors’ and officers’ and company liability insurance to be effective for a period of up to six (6) years following the Merger, on terms no less advantageous than those contained in EFBI’s existing policy, provided that the premium on the policy will not exceed 150% of EFBI’s current premium levels (the “Tail Policy”).

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Tax Consequences

For federal income tax purposes, the Merger is intended to constitute a reorganization, and EFBI and LCNB adopted the Merger Agreement as a “plan of reorganization” within the meaning of Treasury Department regulation sections 1.368-2(g) and 1.368-3(a).

NASDAQ Stock Listing

LCNB’s common shares are currently listed on the NASDAQ Capital Market^® under the symbol “LCNB.” The shares to be issued to EFBI’s stockholders as Merger Consideration will also be eligible for trading on the NASDAQ. LCNB shall cause the LCNB common shares to be issued in the Merger to be approved for listing on the NASDAQ Capital Market^® as of the Effective Time of the Merger.

Conditions to Consummation of the Merger

Conditions of LCNB and EFBI. The respective obligations of LCNB and EFBI to complete the Merger are subject to the fulfillment or written waiver of each of the following conditions:

Conditions of EFBI. EFBI will not be required to complete the Merger unless the following conditions are fulfilled or waived in writing:

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Conditions of LCNB. LCNB will not be required to consummate the Merger unless the following conditions are also fulfilled or waived in writing:

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LCNB or EFBI may waive in writing any of the conditions listed above, unless the waiver is prohibited by law.

Representations and Warranties

EFBI has made customary representations and warranties in the Merger Agreement relating to:

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