SEC 8-K filings with transcript text
Oct 27, 2026
2 qnbc-ex99_1.htm
PO Box 9005
Quakertown, PA 18951-9005
215.538.5600
800.491.9070
QNBBank.com
QUAKERTOWN, PA (October 27, 2026) QNB Corp. (the “Company” or “QNB”) (NASDAQ: QNBC), the parent company of QNB Bank (the “Bank”), reported a net loss for the third quarter of 2026 of $14,774,000 or a loss of $2.67 per share on a diluted basis. QNB announced the launch and pricing of an underwritten public offering on August 19, 2026. The offering was completed on August 20, 2026 for the issuance of a total of 1,232,142 common shares which added $48,284,000, proceeds net of underwriting discounts and related costs, to shareholders' equity. QNB announced on September 8, 2026 the execution of a strategic repositioning of a portion of its securities available-for-sale portfolio (the "balance sheet restructuring"). QNB sold $250,712,000 in available for sale securities at a loss of $29,049,000 and unwound the related swap for a gain of $1,336,000. QNB also previously announced the acquisition of Victory Bancorp, Inc. ("Victory"), a highly complementary community banking franchise headquartered in Limerick, Pennsylvania, was officially closed on April 1, 2026. Results for the three and nine months of 2026 include three and six months, respectively, of post-merger activity related to the acquisition of Victory. The merger-related costs are significant one-time costs and are not normal recurring operating expenses.
Net loss for the third quarter of 2026 included a net loss of $27,713,000 due to the balance sheet restructuring and merger-related costs of $251,000 compared to $519,000 in the third quarter of 2025. Excluding the impact of the balance sheet restructuring and the merger-related costs, net of tax of $21,981,000, adjusted net income was $7,207,000 and adjusted diluted earnings per share was $1.30*. This compares to adjusted net income, excluding the merger-related costs, net of tax, of $410,000 of $4,058,000, or $1.09* per share on a diluted basis, for the same period in 2025. For the nine months ended September 30, 2026, QNB reported a net loss of $8,994,000, or a loss of $1.89 per share on a diluted basis. Net income included merger-related costs, net of tax, of $3,249,000. Excluding the impact of the balance sheet restructuring and the merger-related costs, adjusted net income was $16,236,000 and adjusted diluted earnings per share was $3.39*. This compares to net income, excluding merger-related costs, of $10,519,000, or $2.83* per share on a diluted basis, reported for the same period in 2025.
For the third quarter ended September 30, 2026, the annualized rate of return on average assets (ROAA) and average shareholders’ equity (ROAE) was negative 2.44% and a negative 29.70%, respectively. Adjusted ROAA and ROAE, excluding the impacts of the balance sheet restructuring and merger-related costs, for the three-month period of 2026 was 1.19%* and 14.49%*, respectively. This compares with adjusted ROAA and ROAE, excluding the impact of merger-related costs 0.85%* and 13.89%*, respectively, for the third quarter 2025. For the nine months ended September 30, 2026, QNB reported ROAA and ROAE of a negative 0.54% and a negative 7.03%, respectively. Adjusted annualized ROAA and ROAE, excluding the impacts of the balance sheet restructuring and merger-related cost, for the nine-month period of 2026 was 0.97%* and 12.68%*, respectively. This compares with adjusted ROAA and ROAE, excluding the impact of merger-related costs 0.74%* and 12.68%*, respectively, for the same period in 2025.
The operating performance of the Bank, a wholly-owned subsidiary of QNB Corp., included three months of post-merger activity and the impact of the balance sheet restructuring during the third quarter of 2026. Excluding the impacts of the balance sheet restructuring and merger related costs, net of tax, at the Bank, the operating performance at the Bank improved for the quarter ended September 30, 2026, in comparison with the same period in 2025, due primarily to improvement in the interest margin causing a $6,532,000 increase in net interest income and a $927,000 increase in non-interest income; this was partly offset by an increase in non-interest expense of $2,709,000. The contribution from QNB Corp., which included three months of post-merger activity, for the quarter ended September 30, 2026, declined compared with the same period in 2025, primarily due to a decrease in net interest income of $369,000, related to the subordinated debt acquired in the acquisition, a decrease in merger-related costs of $355,000 and an increase in other non-interest expense of $123,000.
The following table presents disaggregated net income (loss):
Three months ended,
Nine months ended,
9/30/2026
9/30/2025
Variance
9/30/2026
9/30/2025
Variance
QNB Bank
$
(13,440,000
)
$
4,837,000
$
(18,277,000
)
$
(5,106,000
)
Jul 28, 2026
2 qnbc-ex99_1.htm
PO Box 9005
Quakertown, PA 18951-9005
215.538.5600
800.491.9070
QNBBank.com
QUAKERTOWN, PA (July 28, 2026) QNB Corp. (the “Company” or “QNB”) (OTCQX: QNBC), the parent company of QNB Bank (the “Bank”), reported net income for the second quarter of 2026 of $3,015,000 or $0.60 per share on a diluted basis. The acquisition of Victory Bancorp, Inc. ("Victory"), a highly complementary community banking franchise headquartered in Limerick, Pennsylvania, was officially closed on April 1, 2026, creating a franchise with nearly $2.4 billion in assets and expanding our presence deeper into Montgomery County. This strategic combination brings together two relationship-focused institutions with shared values, similar operating cultures, and strong community ties. Results for the three and six months of 2026 include three months of post-merger activity related to the acquisition of Victory. Net income for the second quarter of 2026 included merger-related cost, net of tax, of $2,227,000. Excluding the impact of the merger-related costs, net income was $ 5,242,000 and adjusted diluted earnings per share was $1.05*. This compares to net income of $3,883,000, or $1.04 per share on a diluted basis, for the same period in 2025. For the six months ended June 30, 2026, QNB reported net income of $5,780,000, or $1.32 per share on a diluted basis. Net income included merger-related costs, net of tax, of $3,249,000. Excluding the impact of the merger-related cost, net income was $ 9,029,000 and adjusted diluted earnings per share was $2.06*. This compares to net income of $6,461,000, or $1.74 per share on a diluted basis, reported for the same period in 2025. The merger-related costs are significant one-time costs and are not normal recurring operating expenses.
For the second quarter ended June 30, 2026, the annualized rate of return on average assets (ROAA) and average shareholders’ equity (ROAE) was 0.50% and 6.65%, respectively. Adjusted ROAA and ROAE, excluding the impact of the merger-related cost, for the three-month period of 2026 was 0.88% and 11.56%, respectively*. This compares with 0.83% and 14.25%, respectively, for the second quarter 2025. For the six months ended June 30, 2026, QNB reported ROAA and ROAE was 0.54% and 7.38%, respectively. Adjusted ROAA and ROAE, excluding the impact of the merger-related cost, for the six-month period of 2026 was 0.85% and 11.54%, respectively*. This compares with 0.69% and 12.02%, respectively, for the same period in 2025.
* QNB uses non-GAAP financial information in its analysis of performance. These non-GAAP ratios and calculations provide a better understanding of ongoing operations and comparability with prior period results by showing the effects of significant gains and charges in the periods presented. QNB believes that investors may use these non-GAAP measures to analyze QNB’s financial performance without the impact of unusual items or events that may obscure trends. This non-GAAP data is not a substitute for GAAP results and should be considered in addition to results prepared in accordance with GAAP. Non-GAAP financial measures include risks as companies might calculate these measures differently and persons might disagree as to the appropriateness of items included in these measures. Please see attached table "Impact of Merger-Related Costs--GAAP to Non-GAAP Measure Reconciliation."
The operating performance of the Bank, a wholly-owned subsidiary of QNB Corp., included three months of post-merger activity and improved for the quarter ended June 30, 2026, in comparison with the same period in 2025, due primarily to improvement in the interest margin causing a $6,072,000 increase in net interest income and a $499,000 increase in non-interest income; this was partly offset by an increase in non-interest expense of $6,377,000 of which $2,677,000 was due to merger-related costs. The contribution from QNB Corp., which
included three months of post-merger activity, for the quarter ended June 30, 2026, declined compared with the same period in 2025, primarily due to a decrease in net interest income of $400,000, related to the subordinated debt acquired in the acquisition, and an increase in non-interest expense of $790,000, primarily due to merger-related expenses of $407,000.
The following table presents disaggregated net income (loss):
Three months ended,
Six months ended,
6/30/2026
6/30/2025
Variance
6/30/2026
6/30/2025
Variance
QNB Bank
$
4,575,000
$
4,679,000
$
(104,000
)
$
8,334,000
$
7,971,000
$
363,000
QNB Corp
(1,560,000
)
(796,000
)
(764,000
)
(2,554,000
)
(1,510,000
)
(1,044,000
)
Consolidated net income
$
3,015,000
$
3,883,000
$
(868,000
)
$
5,780,000
$
6,461,000
$
(681,000
)
Adjusted Consolidated net income excluding impact of merger-related costs (Non-GAAP*)
$
Apr 28, 2026
2 qnbc-ex99_1.htm
PO Box 9005
Quakertown, PA 18951-9005
215.538.5600
800.491.9070
QNBBank.com
QUAKERTOWN, PA (April 28, 2026) QNB Corp. (the “Company” or “QNB”) (OTCQX: QNBC), the parent company of QNB Bank (the “Bank”), reported net income for the first quarter of 2026 of $2,765,000 or $0.73 per share on a diluted basis. This compares to net income of $2,578,000, or $0.69 per share on a diluted basis, for the same period in 2025. For the three-month period of 2026, net income included after-tax merger-related cost of $754,000. The merger-related costs are significant one-time costs and are not normal recurring operating expenses. Adjusted diluted earnings per share excluding the impact of the merger-related cost for the three-month period of 2026 was $0.93*.
For the first quarter ended March 31, 2026, the annualized rate of return on average assets (ROAA) and average shareholders’ equity (ROAE) was 0.59% and 8.40%, respectively, compared with 0.56% and 9.73%, respectively, for the first quarter 2025. ROAA, excluding the impact of the merger-related cost, for the three-month period of 2026 was 0.75%*. ROAE, excluding the impact of the merger-related cost, for the three-month period of 2026 was 10.69%*.
* QNB uses non-GAAP financial information in its analysis of performance. These non-GAAP ratios and calculations provide a better understanding of ongoing operations and comparability with prior period results by showing the effects of significant gains and charges in the periods presented. QNB believes that investors may use these non-GAAP measures to analyze QNB’s financial performance without the impact of unusual items or events that may obscure trends. This non-GAAP data is not a substitute for GAAP results and should be considered in addition to results prepared in accordance with GAAP. Non-GAAP financial measures include risks as companies might calculate these measures differently and persons might disagree as to the appropriateness of items included in these measures. Please see attached table "Impact of Merger-Related Costs--GAAP to Non-GAAP Measure Reconciliation."
The merger-related expenses relate to the previously announced acquisition of Victory Bancorp, Inc, a highly complementary community banking franchise headquartered in Limerick, Pennsylvania. This strategic combination brings together two relationship-focused institutions with shared values, similar operating cultures, and strong community ties. The transaction officially closed on April 1, 2026, creating a franchise with nearly $2.4 billion in assets and expanding our presence deeper into Montgomery County.
The operating performance of the Bank, a wholly-owned subsidiary of QNB Corp., improved for the quarter ended March 31, 2026, in comparison with the same period in 2025, due primarily to improvement in the interest margin causing a $1,849,000 increase in net interest income and a $229,000 increase in non-interest income; this was partly offset by an increase in non-interest expense of $1,500,000 of which $622,000 was due to merger-related costs. The change in contribution from QNB Corp. for the quarter ended March 31, 2026, compared with the same period in 2025, is primarily due to a decrease in net interest income of $27,000, related to the subordinated debt issuance in 2024,
and an increase in non-interest expense of $281,000, primarily due to merger-related expenses of $266,000.
The following table presents disaggregated net income (loss):
Three months ended,
3/31/2026
3/31/2025
Variance
QNB Bank
$
3,759,000
$
3,292,000
$
467,000
QNB Corp
(994,000
)
(714,000
)
(280,000
)
Consolidated net income
$
2,765,000
$
2,578,000
$
187,000
Total assets as of March 31, 2026 were $1,923,123,000 compared with $1,906,005,000 at December 31, 2025. Loans receivable increased $20,699,000, or 1.6%, to $1,282,773,000. Total deposits increased $10,920,000, or 0.7%, to $1,653,431,000.
“We reported solid first-quarter earnings growth driven by improved margins, higher net interest income, and continued loan growth,” said Dave Freeman, President and Chief Executive Officer. “While merger-related costs impacted reported earnings, our performance remained strong. The closing of the Victory Bancorp transaction ultimately strengthens our balance sheet, broadens our market presence, and positions QNB for sustainable growth in the periods ahead.”
Net Interest Income and Net Interest Margin
Net interest income for the quarter ended March 31, 2026 totaled $13,109,000, an increase of $1,572,000, from the same period in 2025. Net interest margin was 2.82% for the first quarter of 2026 and 2.51% for the same period in 2025, an increase of 31 basis points.
The yield on earning assets was 4.81% for both the first quarter of 2026 and 2025. The cost of interest-bearing liabilities was 2.42% for the first quarte
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