--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-24-021644" form_type: "8-K" ticker: null cik: "0001035976" company_name: "FNCB Bancorp, Inc." filed_at: "2024-07-01T23:59:59+00:00" generated_at: "2026-05-31T23:53:54.977643+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # FNCB completes merger with Peoples Financial; FNCB stock to be delisted ## Summary - Effective July 1, 2024, each FNCB share converted into 0.1460 shares of Peoples common stock; total consideration ~2.94M Peoples shares. - FNCB common stock will be delisted from Nasdaq; deregistration to follow via Form 15. - All FNCB directors and officers resigned; new board has 8 directors from each company; Louis DeNaples Sr. appointed Vice Chairman. - FNCB Bank sold $3.0M of Peoples subordinated debt to Louis DeNaples Sr. and JJS Family Partnership at face value, approved by audit committee. ## SEC filing metadata - accession: 0001437749-24-021644 - form_type: 8-K - cik: 0001035976 - company_name: FNCB Bancorp, Inc. - filed_at: 2024-07-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/fncb20240628_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-24-021644 - JSON: https://secwatch.observer/filing/0001437749-24-021644.json - Plain text: https://secwatch.observer/filing/0001437749-24-021644.txt ## Key facts - Executive change Joseph Coccia resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change Kathleen M. Lambert resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change William G. Bracey resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change Joseph L. DeNaples resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change Keith W. Eckel resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change Louis A. DeNaples, Sr. resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change Gerard A. Champi resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change Thomas J. Melone resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change Louis A. DeNaples, Jr. resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change Dominick L. DeNaples resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - Executive change William P. Conaboy resigned as director at FNCB Bancorp, Inc.. - Action: resigned - Role: director source text: Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm - M&A Transactions FNCB Bancorp, Inc. underwent a change of control involving Peoples Financial Services Corp. (closed 2024-07-01). - Action: change of control - Counterparty: Peoples Financial Services Corp. - Closing: 2024-07-01 source text: Effective July 1, 2024 (the “Closing Date”), FNCB Bancorp, Inc., a Pennsylvania corporation (“FNCB”), completed its previously announced merger with Peoples Financial Services Corp., a Pennsylvania corporation (“Peoples”), pursuant to the Agreement and Plan of Merger dated September 27, 2023 between Peoples and FNCB (the “Merger Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1035976/000143774924021644/0001437749-24-021644-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.