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QNB Corp. Announces Pricing of Common Stock Offering

(Negative)
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QNB Corp. (NASDAQ: QNBC) priced an underwritten public offering of 1,071,428 common shares at $42.00 per share, with expected proceeds of about $42.3 million after underwriting discounts and commissions. Underwriters have a 30‑day option to buy up to 160,714 additional shares at the same price, less discounts and commissions.

The shares are expected to begin trading on the Nasdaq Capital Market on August 20, 2026 under the symbol QNBC, with closing of the offering targeted for on or about August 21, 2026. QNB plans to use net proceeds for general corporate purposes, potentially including securities portfolio repositioning, subordinated note redemptions, new loan funding, capital support, and growth initiatives.

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Positive

  • Capital raise of approximately $42.3 million in expected net proceeds before expenses
  • Additional 160,714-share over-allotment option could further increase equity capital
  • Uplisting to Nasdaq Capital Market expected August 20, 2026, may enhance trading visibility and liquidity

Negative

  • Issuance of 1,071,428 new shares implies equity dilution for existing shareholders
  • Underwriting discounts, commissions, and offering expenses reduce gross capital raised from the transaction

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And Announces QNBC Stock’s Move to the NASDAQ Capital Market

Quakertown, PA, Aug. 19, 2026 (GLOBE NEWSWIRE) -- QNB Corp. (OTCQX: QNBC) (the “Company”), parent company of QNB Bank, today announced the pricing of its previously announced underwritten public offering of 1,071,428 shares of its common stock at a public offering price of $42.00 per share. The expected proceeds to the Company, after deducting underwriting discounts and commissions but before deducting operating expenses payable by the Company, are approximately $42.3 million. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 160,714 shares of Company common stock at the public offering price, less underwriting discounts, and commissions. The shares are expected to begin trading on the Nasdaq Capital Market on August 20, 2026 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 offering, 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 preliminary prospectus supplement to which this communication relates has been filed with the SEC. A final prospectus supplement and accompanying prospectus will be filed with the SEC. Prospective investors should read the preliminary 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. When available, copies of the preliminary prospectus supplement, 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. (OTCQX: 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.



David W. Freeman
QNB Corp.
215-538-5600 x5619
dfreeman@qnbbank.com

Jeffrey Lehocky
QNB Corp.
215-538-5600 x5716
jlehocky@qnbbank.com

FAQ

What are the key terms of QNB Corp. (QNBC) August 2026 common stock offering?

QNB Corp. priced 1,071,428 common shares at $42.00 per share. According to QNB Corp., expected proceeds are about $42.3 million after underwriting discounts and commissions, with a 30-day option for 160,714 additional shares at the same price, less discounts.

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

QNB Corp. expects approximately $42.3 million in proceeds after underwriting discounts and commissions. According to QNB Corp., this figure excludes additional operating expenses and could increase if underwriters exercise their 30-day option for up to 160,714 extra shares.

When will QNB Corp. (QNBC) start trading on the Nasdaq Capital Market?

QNB Corp. shares are expected to begin trading on the Nasdaq Capital Market on August 20, 2026 under ticker QNBC. According to QNB Corp., the offering is expected to close on or about August 21, 2026, subject to customary conditions.

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

QNB Corp. plans to use net proceeds for general corporate purposes. According to QNB Corp., this may include fixed income securities portfolio repositioning, partial redemption of subordinated notes, funding new loans, supporting regulatory capital ratios, and financing continued growth.

What does the QNB Corp. (QNBC) stock offering mean for existing shareholders?

The offering increases QNB Corp.’s equity but dilutes existing shareholders through 1,071,428 new shares. According to QNB Corp., added capital supports balance sheet restructuring, lending, and capital ratios, which may strengthen the company’s financial position over time.

Who is managing QNB Corp.’s (QNBC) August 2026 common stock offering?

Brean Capital is the lead book-running manager and Performance Trust Capital Partners is joint book-running manager. According to QNB Corp., the offering is conducted under an effective Form S-3 registration statement declared effective by the SEC on August 14, 2026.

Is QNB Corp.’s (QNBC) August 2026 stock offering already closed?

No, the offering had not closed as of the announcement date. According to QNB Corp., closing is expected on or about August 21, 2026, subject to customary closing conditions and completion of required offering documentation.