SEC 8-K filings with transcript text
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
Jan 27, 2026
2 qnbc-ex99_1.htm
PO Box 9005
Quakertown, PA 18951-9005
215.538.5600
800.491.9070
QNBBank.com
QUAKERTOWN, PA (January 27, 2026) QNB Corp. (the “Company” or “QNB”) (OTCQX: QNBC), the parent company of QNB Bank (the “Bank”), reported net income for the fourth quarter of 2025 of $3,981,000 or $1.06 per share on a diluted basis. This compares to net income of $3,051,000, or $0.83 per share on a diluted basis, for the same period in 2024. For the twelve months ended December 31, 2025, QNB reported net income of $14,090,000, or $3.78 per share on a diluted basis. This compares to net income of $11,448,000, or $3.12 per share on a diluted basis, reported for the same period in 2024. For the three- and twelve-month periods of 2025, net income included merger-related cost of $619,000 and $1,138,000, respectively. 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- and twelve-month periods of 2025 was $1.22 and $4.08, respectively*.
On September 23, 2025, QNB Corp. and The Victory Bancorp, Inc. ("Victory") announced they have entered into a definitive agreement under which QNB will acquire Victory in an all-stock transaction, creating a bank holding company with nearly $2.4 billion in assets. Upon the completion of the merger, the pro-forma post-merger shareholder ownership split would be approximately 77.2% for QNB and 22.8% for Victory. The transaction is expected to close in the second quarter of 2026, subject to satisfaction of customary closing conditions, including regulatory approvals and approval from both QNB and Victory shareholders.
For the fourth quarter ended December 31, 2025, the annualized rate of return on average assets and average shareholders’ equity was 0.83% and 12.52%, respectively, compared with 0.66% and 11.62%, respectively, for the fourth quarter 2024. Return on average assets, excluding the impact of the merger-related cost, for the three- and twelve-month periods of 2025 was 0.95% and 0.80%, respectively*. Return on average equity (ROE), excluding the impact of the merger-related cost, for the three- and twelve-month periods of 2025 was 14.38% and 13.24%, respectively*.
* 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., improved for the quarter ended December 31, 2025, in comparison with the same period in 2024, due primarily to
improvement in the interest margin causing a $3,110,000 increase in net interest income and a $227,000 increase in non-interest income; this was partly offset by an increase in non-interest expense of $1,048,000. The change in contribution from QNB Corp. for the quarter ended December 31, 2025, compared with the same period in 2024, is primarily due to a decrease in net interest income of $43,000, related to the subordinated debt issuance in 2024, an increase in non-interest expense of $577,000, primarily due to merger-related expenses.
The following table presents disaggregated net income (loss):
Three months ended,
Twelve months ended,
12/31/2025
12/31/2024
Variance
12/31/2025
12/31/2024
Variance
QNB Bank
$
5,385,000
$
3,771,000
$
1,614,000
$
18,193,000
$
12,237,000
$
5,956,000
QNB Corp
(1,404,000
)
(720,000
)
(684,000
)
(4,103,000
)
(789,000
)
(3,314,000
)
Consolidated net income
$
3,981,000
$
3,051,000
$
930,000
$
14,090,000
$
11,448,000
$
2,642,000
Total assets as of December 31, 2025 were $1,906,005,000 compared with $1,870,894,000 at December 31, 2024. Loans receivable increased $46,026,000, or 3.8%, to $1,262,074,000. Total deposits increased $13,970,000, or 0.9%, to $1,642,511,000. Long-term borrowing declined $30,000,000, while short-term borrowing increased $26,757,000.
"We are proud to report another quarter of improved operating performance, highlighted by record net interest income, strong margin expansion, and continued l
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