Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc. Receive Shareholder Approvals to Complete Pending Merger; Announce Anticipated Closing Date

Key Terms

stock-for-stock transaction financial

A stock-for-stock transaction is a deal where one company acquires or merges with another by exchanging its own shares instead of paying cash, so shareholders of the target receive shares in the buyer or the combined company based on a set ratio. For investors this matters because it changes who owns what percentage of the business, can dilute or concentrate existing holdings, and ties returns to the future performance of the combined company — like trading one set of trading cards for another in hopes the new set is more valuable.

subordinated debt financial

Subordinated debt is a type of loan that is paid back after other debts have been settled if a company encounters financial trouble. It is considered riskier for lenders because they have lower priority in getting repaid, similar to being last in line during a payout. For investors, this means higher potential returns in exchange for taking on more risk.

merger of equals financial

A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.

customary closing conditions regulatory

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

subsidiary banks regulatory

A subsidiary bank is a bank that is majority-owned and controlled by a parent company but operates as its own legal entity with separate management and licenses. Think of it like a distinct shop owned by the same owner: it contributes profits and risks to the parent’s overall results while being subject to its own local rules and capital requirements, so investors watch subsidiaries to understand where earnings, liabilities and regulatory exposure actually sit.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

BALLSTON SPA, N.Y. & COXSACKIE, N.Y.--(BUSINESS WIRE)-- Ballston Spa Bancorp, Inc. (OTCQX: BSPA), holding company for Ballston Spa National Bank (collectively “BSNB”), and NBC Bancorp, Inc. (OTCID: NCXS), holding company for The National Bank of Coxsackie (collectively “NBC”), today jointly announced that the pending strategic merger transaction received shareholder approval at each of BSNB’s and NBC’s special meeting of shareholders held on March 23, 2026.

As previously announced on September 24, 2025, NCXS and The National Bank of Coxsackie will merge with and into BSPA and Ballston Spa National Bank, with BSPA and Ballston Spa National Bank each surviving the merger. At the effective time of the merger, each outstanding share of NBC common stock will be converted into the right to receive 0.8065 shares of BSNB such that BSNB shareholders will own approximately 66% of the combined company and NBC shareholders will own approximately 34%.

The Companies had also previously announced receipt of all requisite regulatory approvals to complete the merger of the holding companies and the merger of the subsidiary banks.

BSNB and NBC anticipate completing the merger on April 1, 2026, pending satisfaction of the remaining customary closing conditions set forth in the merger agreement between the companies.

Forward Looking Statements

This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about BSNB or NBC’s beliefs, plans, strategies, predictions, forecasts, objectives, intentions, assumptions or expectations are not historical facts and may be forward-looking. Forward-looking statements are often, but not always, identified by such words as "believe," "expect," "anticipate," "can," "could," "may," "predict," "potential," "intend," "outlook," "estimate," "forecast," "project," "should," "will," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which may change over time. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of BSNB and NBC. Such statements are based upon the current beliefs and expectations of the management of BSNB and NBC and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the reaction to the transaction of the companies' customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite closing conditions for the proposed transaction might not be obtained; credit and interest rate risks associated with BSNB’s and NBC's respective businesses, customers, borrowings, repayment, investment, and deposit practices; general economic conditions, either nationally or in the market areas in which BSNB and NBC operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks.

Any forward-looking statement speaks only as of the date on which it is made, and BSNB and NBC undertake no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260323250163/en/

Media contact or for more information:

Ballston Spa National Bank

Media:
Pamela J. Montpelier, Senior Vice President,
Growth and Experience Officer
(518) 363-8634
Pamela.Montpelier@bsnb.com

Investor Relations:
James Dodd, Executive Vice President, Chief Financial Officer
(518) 363-8651
James.Dodd@bsnb.com

National Bank of Coxsackie

Media:
Nicole Frisbee, Senior Vice President, Chief Administrative Officer
(518) 731-6161
nfrisbee@nbcoxsackie.com

Investor Relations:
Caitlin McCrea, Senior Vice President, Chief Financial Officer
(518) 731-6161
cmccrea@nbcoxsackie.com

Source: Ballston Spa Bancorp, Inc.