QNB Corp. Files 8-K with Material Agreements

TL;DR

QNB Corp. filed an 8-K on 9/23/25, reporting material agreements and other events.

AI Summary

QNB Corp. filed an 8-K on September 23, 2025, reporting the entry into a material definitive agreement and other events. The filing also includes financial statements and exhibits. The company is incorporated in Pennsylvania and its principal executive offices are located in Quakertown.

Why It Matters

This 8-K filing indicates significant corporate actions or agreements by QNB Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and does not appear to contain immediate negative news.

Key Numbers

• 0-17706 — Commission File Number (Identifies QNB Corp.'s filing with the SEC.)
• 23-2318082 — I.R.S. Employer Identification No. (Tax identification number for QNB Corp.)

Key Players & Entities

• QNB Corp. (company) — Registrant
• September 23, 2025 (date) — Date of report
• Pennsylvania (location) — State of incorporation
• Quakertown (location) — Principal executive offices city
• 2155385600 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.00 — , each share of Victory's common stock, $1.00 par value ("Victory Common Stock"), iss
• $0.625 — xchange Ratio") shares of common stock, $0.625 par value, of QNB ("QNB Common Stock" a
• $1,575,000 — ired to pay a termination fee to QNB of $1,575,000. In connection with entering into the

Filing Documents

• qnbc-20250923.htm (8-K) — 91KB
• qnbc-ex2_1.htm (EX-2.1) — 966KB
• qnbc-ex99_1.htm (EX-99.1) — 94KB
• qnbc-ex99_2.htm (EX-99.2) — 91KB
• qnbc-ex99_3.htm (EX-99.3) — 32KB
• img162188937_0.jpg (GRAPHIC) — 18KB
• 0001193125-25-213318.txt ( ) — 1592KB
• qnbc-20250923.xsd (EX-101.SCH) — 27KB
• qnbc-20250923_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement On September 23, 2025, QNB Corp., a Pennsylvania corporation ("QNB"), and The Victory Bancorp, Inc., a Pennsylvania corporation ("Victory"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides for a business combination whereby Victory will merge with and into QNB (the "Merger"), with QNB as the surviving corporation in the Merger. Immediately after the effective time of the Merger (the "Effective Time"), Victory's wholly-owned subsidiary bank, The Victory Bank, a Pennsylvania-chartered state bank ("Victory Bank"), will merge with and into QNB Bank, a Pennsylvania-chartered state bank and wholly-owned subsidiary of QNB ("QNB Bank"), with QNB Bank as the surviving bank in the subsidiary bank merger. The boards of directors of QNB and Victory have unanimously approved entry into the Merger Agreement and the transactions contemplated thereby. Under the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Victory's common stock, $1.00 par value ("Victory Common Stock"), issued and outstanding immediately prior to the Effective Time (except for treasury shares and shares of Victory Common Stock held by Victory's shareholders who have timely and properly exercised dissenters' rights in accordance with applicable law (each as provided for in the Merger Agreement)), will be converted, in accordance with the procedures set forth in the Merger Agreement, into a right to receive 0.5500 (the "Exchange Ratio") shares of common stock, $0.625 par value, of QNB ("QNB Common Stock" and such consideration the "Merger Consideration"). Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, (a) each outstanding share of Victory Common Stock subject to a restricted stock award under Victory's existing equity incentive plans shall, automatically and without any required action on the part of the hol

01

Item 8.01 Other Events On September 23, 2025, QNB and Victory issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.3 hereto and is incorporated herein by reference. Additional Information About the Merger In connection with the proposed transaction, QNB will file a registration statement on Form S-4 with the SEC to register the shares of QNB Common Stock to be issued to the shareholders of Victory. The registration statement will include a joint proxy statement/prospectus, which will be sent to the shareholders of QNB and Victory in advance of their respective special meeting of shareholders that will be held to consider the proposed merger. EACH OF QNB'S AND VICTORY'S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT QNB, VICTORY AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, without charge, by directing a request to QNB Corp., P.O. Box 9005, Quakertown, Pennsylvania 18951-9005, Attn: Investor Relations. QNB and Victory and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of QNB and Victory in connection with the proposed merger. Information about the directors and executive officers of QNB is set forth in the proxy statement for QNB's 2025 annual meeting of shareholders, as filed with the SEC on Schedule 14A on April 8, 2025. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the propose

Forward Looking Statements

Forward Looking Statements Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the Merger between QNB and Victory, which are subject to numerous assumptions, risks and uncertainties. Words or phrases such as "anticipate," "believe," "aim," "can," "conclude," "continue," "could," "estimate," "expect," "foresee," "goal," "intend," "may," "might," "outlook," "possible," "plan," "predict," "project," "potential," "seek," "should," "target," "will," "will likely," "would," or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to QNB's Annual Report on Form 10-K for the year ended December 31, 2024, as well as its other filings with the SEC for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management's control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by QNB with the SEC, risks and uncertainties for QNB, Victory and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the Merger will not be realized or will not be realized within the expected time period; the risk that integr

Financial Statements and Exhibits

Financial Statements and Exhibits The following exhibits are filed herewith: Exhibit No. Description D 2.1 Agreement and Plan of Merger, dated as of September 23, 2025, by and between QNB Corp. and The Victory Bancorp, Inc.* 99.1 Form of Support Agreement, dated September 23, 2025, between QNB Corp. and certain shareholders of The Victory Bancorp, Inc. 99.2 Form of Support Agreement, dated September 23, 2025, between The Victory Bancorp, Inc. and certain shareholders of QNB Corp. 99.3 Joint Press Release, dated September 23, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but QNB Corp. will provide them to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. QNB Corp. By: /s/ David W. Freeman David W. Freeman Chief Executive Officer Dated: September 23, 2025

View Full Filing

View this 8-K filing on SEC EDGAR