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QNB Corp. Announces Exercise of Overallotment Option of 160,714 Shares of Common Stock

(Negative)
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QNB Corp. (Nasdaq: QNBC) announced that underwriters have fully exercised their overallotment option in its recent common stock offering, purchasing an additional 160,714 shares at $42.00 per share, less underwriting discounts and commissions. This increases the total shares sold in the offering to 1,232,142.

According to QNB Corp., expected net proceeds from the overallotment exercise are approximately $6.3 million, contributing to total expected offering proceeds of about $48.3 million, after underwriting discounts and commissions but before operating expenses. The company plans to use proceeds for general corporate purposes, including potential securities portfolio repositioning, partial subordinated note redemption, funding new loans, and supporting capital ratios. Closing of the overallotment is expected on or about August 21, 2026, subject to customary conditions.

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Positive

  • $48.3 million total expected proceeds from the common stock offering
  • 160,714-share overallotment option fully exercised at $42.00 per share
  • Offering increases capital available for loans, balance sheet actions, and capital ratios with expected $6.3 million from the overallotment

Negative

  • Public offering increases share count by 1,232,142 shares, diluting existing common shareholders

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QUAKERTOWN, Pa., Aug. 20, 2026 (GLOBE NEWSWIRE) -- QNB Corp. (Nasdaq: QNBC) (the “Company”), parent company of QNB Bank, today announced that the underwriters for its recently announced public offering of common stock have exercised their overallotment option in full to purchase an additional 160,714 shares of common stock at the public offering price of $42.00 per share, less underwriting discounts and commissions. The expected proceeds to the Company in connection with the exercise of the option and the issuance of the additional shares, after deducting the underwriting discount and commissions but before deducting operating expenses payable by the Company, are approximately $6.3 million with expected proceeds totaling $48.3 million for the combined public offering. The full exercise of the overallotment option brought the total number of shares of common stock sold by the Company in the public offering to 1,232,142 shares. The Company’s common stock trades on the Nasdaq Capital Market under the ticker symbol “QNBC.”

The Company intends to use the net proceeds from this offering for general corporate purposes, which may include a balance sheet restructuring through the repositioning of a portion of our available-for-sale fixed income securities portfolio, redemption of a portion of our subordinated notes, funding new loans and supporting our capital ratios, and our continued growth.

Brean Capital, LLC is serving as the lead book-running manager for the offering, and Performance Trust Capital Partners, LLC is acting as the joint book-running manager.

The Company expects to close the overallotment option, subject to customary conditions, on or about August 21, 2026.

Additional Information Regarding the Offering

The offering of common stock is being made pursuant to a registration statement on Form S-3 (File No. 333 298129) that was declared effective by the Securities and Exchange Commission (the “SEC”) on August 14, 2026. A final prospectus supplement to which this communication relates has been filed with the SEC. Prospective investors should read the final prospectus supplement and the accompanying prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the offering. Copies of these documents are available at no charge by visiting the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting Brean Capital, LLC by telephone at (404) 601-7200 or by e-mail at prospectus@breancapital.com, or by contacting Performance Trust Capital Partners, LLC at (312) 521-1638 or by e-mail at syndicate@performancetrust.com.

No Offer or Solicitation

This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About QNB Corp.

QNB Corp. (Nasdaq: QNBC) (the “Company”) is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania. QNB Bank (the “Bank”) currently operates fourteen branches in Bucks, Lehigh, and Montgomery Counties, along with two loan production offices in Montgomery and Berks Counties. The Bank offers banking services, borrowing solutions, and cash management tools to commercial, small business, and personal customers in the communities it serves. In addition, the Company provides securities and advisory services under the name of QNB Financial Services through a registered Broker/Dealer and Registered Investment Advisor, and title insurance as a member of Laurel Abstract Company LLC. More information about QNB Corp. and QNB Bank is available at QNBBank.com.

Forward Looking Statement

This press release may contain forward-looking statements as defined in the Private Securities Litigation Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. Such factors include the possibility that increased demand or prices for the Company’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission, including "Item 1A. Risk Factors," set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

Contacts:David W. FreemanJeffrey Lehocky
 President & Chief Executive OfficerChief Financial Officer
 215-538-5600 x-5619215-538-5600 x-5716
 dfreeman@QNBbank.comjlehocky@QNBbank.com



FAQ

What did QNB Corp. (QNBC) announce about its overallotment option on August 20, 2026?

QNB Corp. announced that underwriters fully exercised their overallotment option to buy 160,714 additional common shares. According to QNB Corp., these shares are sold at $42.00 per share, less underwriting discounts and commissions, as part of the company’s recently completed public stock offering.

How many QNB Corp. (QNBC) shares were sold in the August 2026 offering and at what price?

QNB Corp. sold a total of 1,232,142 common shares at $42.00 per share in its public offering. According to QNB Corp., this figure includes 160,714 shares issued through the full exercise of the underwriters’ overallotment option, before operating expenses.

How much capital will QNB Corp. (QNBC) raise from the August 2026 stock offering?

QNB Corp. expects approximately $48.3 million in total offering proceeds after underwriting discounts and commissions. According to QNB Corp., this includes about $6.3 million of expected proceeds from the overallotment shares, before deducting operating expenses payable by the company.

How will QNB Corp. (QNBC) use the proceeds from its August 2026 equity offering?

QNB Corp. plans to use net proceeds for general corporate purposes. According to QNB Corp., these may include repositioning part of its available-for-sale securities portfolio, redeeming a portion of subordinated notes, funding new loans, supporting capital ratios, and ongoing growth initiatives.

When is the overallotment closing expected for QNB Corp. (QNBC) August 2026 stock offering?

The closing of the overallotment option is expected on or about August 21, 2026, subject to customary conditions. According to QNB Corp., this closing relates to the 160,714 additional common shares purchased by underwriters at the public offering price.

Who managed QNB Corp. (QNBC) August 2026 common stock offering?

Brean Capital acted as the lead book-running manager and Performance Trust Capital Partners served as joint book-running manager. According to QNB Corp., both firms are responsible for managing the offering process and can provide copies of the final prospectus supplement and accompanying prospectus.

Does QNB Corp. (QNBC) August 20, 2026 press release constitute an offer to sell securities?

The August 20, 2026 QNB Corp. press release is not an offer to sell or a solicitation to buy securities. According to QNB Corp., no sales will occur in any jurisdiction where such actions would be unlawful before proper registration or qualification.