Item 2.02 Results of Operations and Financial Condition.

On January 27, 2023, FNCB Bancorp, Inc. (the "Company") issued a press release announcing its unaudited results of operations for the fourth quarter and year ended December 31, 2022 and financial condition as of December 31, 2022. 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.

Item 5.02 Departure of Directors or Certain Officers; Elections of Directors;


          Appointment of Certain Officers; Compensatory Arrangements for Certain
          Officers

On January 25, 2023, the Board of Directors of the Company elected Dominick L. DeNaples as a Class B Director, effective February 1, 2023, whose term will expire in 2024. Mr. DeNaples will serve as a member on the Company's Risk Committee. Mr. DeNaples was also elected to serve on the Board of Directors of FNCB Bank (the "Bank"), the Company's wholly-owned subsidiary, and Mr. DeNaple's shall serve on the Bank's Asset Liability Management Committee.

As a non-employee director, Mr. DeNaples will receive compensation in the same manner as the Company's other non-employee directors, which cash compensation as a director is a current annual retainer of $30,000 per year and will be prorated for fiscal year 2023. The Company's non-employee directors are also eligible to receive equity-based awards as compensation for their services as directors, which is expected to next be granted in July 2023.

Mr. DeNaples had been an independent Director of the Company since 1998 and of the Bank since 1987. Mr. DeNaples previously served as the Chairman of the Board of Directors of FNCB and Bank from May 2010 through May 2019. Prior to May 2010, he served as Vice Chairman of the Boards of Directors of FNCB and Bank from December 2009 until he was elected Chairman in May 2010.

There are no arrangements or understandings between Mr. DeNaples and any other persons pursuant to which he was selected as a director. There are also no transactions involving Mr. DeNaples and the Company that are required to be reported under Item 404 (a) of Regulation S-K, except for loans, deposits, credit cards, certificates of deposit and other money market instruments and certain other banking transactions between the Bank on the one hand and Mr. DeNaples, members of his immediate family, corporations or organizations of which he serves as an executive officer or partner or of which he is the beneficial owner of 10% or more of any class of securities, or associates of Mr. DeNaples or his family members, on the other hand. Such transactions (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company or Bank and (iii) did not involve more than the normal risk of collection or present other unfavorable features to the Bank.




Item 8.01 Other Events

FNCB announced today that on January 25, 2023 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 3, 2023 and December 31, 2023 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 heading "Stock Repurchase Program" is incorporated by reference herein.

Forward-Looking Statements

FNCB may from time to time make written or oral "forward-looking statements," including statements contained in our filings with the Securities and Exchange Commission ("SEC"), in our reports to shareholders, and in our other communications, which are made in good faith by us pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements with respect to FNCB's beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, including statements with respect to new product offerings, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond our control). The words "may," "could," "should," "will," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "future" and similar expressions are intended to identify forward-looking statements. The following factors, among others, could cause FNCB's financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the effect of the novel Coronavirus Disease 2019 ("COVID-19") pandemic on FNCB and its customers, the Commonwealth of Pennsylvania and the United States, related to the economy and overall financial stability; government and regulatory responses to the COVID-19 pandemic; government intervention in the U.S. financial system including the effects of recent legislative, tax, accounting and regulatory actions and reforms, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and the Tax Cuts and Jobs Act; political instability; the ability of FNCB to manage credit risk; weakness in the economic environment, in general, and within FNCB's market area; the deterioration of one or a few of the commercial real estate loans with relatively large balances contained in FNCB's loan portfolio; greater risk of loan defaults and losses from concentration of loans held by FNCB, including those to insiders and related parties; if FNCB's portfolio of loans to small and mid-sized community-based businesses increases its credit risk; if FNCB's ALLL is not sufficient to absorb actual losses or if increases to the ALLL were required; FNCB is subject to interest-rate risk and any changes in interest rates could negatively impact net interest income or the fair value of FNCB's financial assets; if management concludes that the decline in value of any of FNCB's investment securities is other-than-temporary could result in FNCB recording an impairment loss; if FNCB's risk management framework is ineffective in mitigating risks or losses to FNCB; if FNCB is unable to successfully compete with others for business; a loss of depositor confidence resulting from changes in either FNCB's financial condition or in the general banking industry; if FNCB is unable to retain or grow its core deposit base; inability or insufficient dividends from its subsidiary, FNCB Bank; if FNCB loses access to wholesale funding sources; interruptions or security breaches of FNCB's information systems; any systems failures or interruptions in information technology and telecommunications systems of third parties on which FNCB depends; security breaches; if FNCB's information technology is unable to keep pace with growth or industry developments or if technological developments result in higher costs or less advantageous pricing; the loss of management and other key personnel; dependence on the use of data and modeling in both its management's decision-making generally and in meeting regulatory expectations in particular; additional risk arising from new lines of business, products, product enhancements or services offered by FNCB; inaccuracy of appraisals and other valuation techniques FNCB uses in evaluating and monitoring loans secured by real property and other real estate owned; unsoundness of other financial institutions; damage to FNCB's reputation; defending litigation and other actions; dependence on the accuracy and completeness of information about customers and counterparties; risks arising from future expansion or acquisition activity; environmental risks and associated costs on its foreclosed real estate assets; any remediation ordered, or adverse actions taken, by federal and state regulators, including requiring FNCB to act as a source of financial and managerial strength for the FNCB Bank in times of stress; costs arising from extensive government regulation, supervision and possible regulatory enforcement actions; new or changed legislation or regulation and regulatory initiatives; noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations; failure to comply with numerous "fair and responsible banking" laws; any violation of laws regarding privacy, information security and protection of personal information or another incident involving personal, confidential or proprietary information of individuals; any rulemaking changes implemented by the Consumer Financial Protection Bureau; inability to attract and retain its highest performing employees due to potential limitations on incentive compensation contained in proposed federal agency rulemaking; any future increases in FNCB Bank's FDIC deposit insurance premiums and assessments; and the success of FNCB at managing the risks involved in the foregoing and other risks and uncertainties, including those detailed in FNCB's filings with the SEC.

FNCB cautions that the foregoing list of important factors is not all inclusive. Readers are also cautioned not to place undue reliance on any forward-looking statements, which reflect management's analysis only as of the date of this report, even if subsequently made available by FNCB on its website or otherwise. FNCB does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of FNCB to reflect events or circumstances occurring after the date of this Current Report on Form 8-K. Readers should carefully review the risk factors described in the Annual Report and other documents that FNCB periodically files with the SEC, including its most recent annual report on Form 10-K and its quarterly reports on Form 10-Q.

Item 9.01 Financial Statements and Exhibits

Exhibits:

99.1 Press Release issued January 27, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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