UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2022
FNCB Bancorp, Inc.
(Exact name of registrant as specified in its Charter)
Pennsylvania | | 000-53869 | | 23-2900790 |
| (State or other jurisdiction | | (Commission file number) | | (IRS Employer |
| of incorporation) | | | | Identification No.) |
102 E. Drinker St., Dunmore, PA, 18512
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 570.346.7667
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $1.25 par value | FNCB | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition. |
On January 28, 2022, FNCB Bancorp, Inc. ("FNCB") issued a press release announcing its unaudited results of operations for the fourth quarter and year ended December 31, 2021 and financial condition as of December 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information and exhibit contained in this Item 2.02 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
FNCB announced today that on January 26, 2022 its Board of Directors authorized a stock repurchase program under which up to 750,000 shares of its outstanding common stock may be acquired in the open market between March 4, 2022 and December 31, 2022 pursuant to a trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act. Repurchases under the repurchase program will be administered through an independent broker. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the plan. A press release announcing the repurchase program was issued and is attached hereto as Exhibit 99.1 and the disclosures under the headings "Stock Repurchase Program" and "Forwarding-looking Statements" are incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits |
Exhibits:
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FNCB BANCORP, INC. |
| | |
| | |
| | By: | /s/ James M. Bone, Jr., CPA |
| | | James M. Bone, Jr., CPA |
| | | Executive Vice President and Chief Financial Officer |
| | |
| Dated: January 28, 2022 | |
