Sec Form 5 Filing - Chiaro James P @ FNCB Bancorp, Inc. - 2023-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Chiaro James P 2. Issuer Name and Ticker or Trading Symbol FNCB Bancorp, Inc. [ FNCB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP/CHIEF INV SERVICES OFFICER (Last) (First) (Middle) C/O FNCB, 102 E. DRINKER ST. 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2023 (Street) DUNMORE, PA18512 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON STOCK 1,027.672 ( 1 ) D COMMON STOCK 6,874 ( 2 ) I By Chiaro Investment Services, LLC COMMON STOCK 18,510 ( 3 ) I By Chiaro Investment Services, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chiaro James P C/O FNCB 102 E. DRINKER ST. DUNMORE, PA18512 EVP/CHIEF INV SERVICES OFFICER Signatures /s/ James M. Bone, Jr., CPA, As Attorney in Fact 02/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount includes 14.133 shares acquired on 9/15/2023 and 13.539 shares acquired on 12/15/2023 under the Issuer's Dividend Reinvestment and Stock Purchase Plan. ( 2 )This amount represents 6,874 restricted shares of Issuer's common stock that were released effective 5/15/2023 (2,648 shares), 8/15/2023 (2,046 shares), and 11/15/2023 (2,180 shares). The restricted shares of common stock were released based on the achievement of quarterly net commissions and fees in accordance with a schedule set forth in the Purchase Agreement. ( 3 )Reflects remaining restricted shares of Issuer's common stock that were issued in connection with the purchase of substantially all of the assets of Chiaro Investment Services, LLC pursuant to the Asset Purchase Agreement dated September 30, 2022 and consummated on the same date ("Purchase Agreement"). The remaining restricted shares of common stock will be released based on the achievement of quarterly net commissions and fees in accordance with a schedule set forth in the Purchase Agreement. Any shares not eligible to be released by August 15, 2027 will be forfeited and canceled.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.