Ballston Spa Bancorp (BSPA) merger with NBC Bancorp wins shareholder approval

Rhea-AI Filing Summary

Ballston Spa Bancorp, Inc. reported that its shareholders approved the planned merger with NBC Bancorp, Inc. at a special meeting. Of 742,663 common shares entitled to vote, 599,126 were represented, and 593,057 voted in favor, meeting the required two-thirds threshold.

Each NBC share will convert into 0.8065 BSNB shares, leaving BSNB shareholders owning about 66% of the combined company and NBC shareholders about 34%. All required regulatory approvals have been received, and the companies currently anticipate closing the merger on April 1, 2026, subject to remaining customary conditions.

Insights

Bank M&A and capital markets analyst

Shareholders cleared a stock-for-stock bank merger with defined ownership split.

The filing shows both Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc. shareholders approved their pending stock-for-stock merger. NBC shareholders will receive 0.8065 BSNB shares per NBC share, resulting in a combined ownership mix of roughly 66% BSNB and 34% NBC.

All required regulatory approvals for both the holding companies and subsidiary banks have already been received, reducing execution risk to typical closing conditions. The strong BSNB vote support, with 593,057 votes in favor out of 742,663 shares entitled to vote, indicates broad shareholder alignment around the transaction.

The companies currently expect to close on April 1, 2026, subject to remaining customary conditions in the merger agreement. Future disclosures after closing will be needed to assess realized cost savings, integration progress, and whether anticipated strategic benefits match expectations outlined when the merger was first announced.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 23, 2026

BALLSTON SPA BANCORP, INC.

(Exact name of registrant as specified in its charter)

New York		333-291808		74-2245601
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

990 State Route 67, Ballston Spa, New York		12020
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (518) 363-8199

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $12.50 per share		BSPA		OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 23, 2026, Ballston Spa Bancorp, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). At the close of business on the record date for the Special Meeting, there were a total of 742,663 shares of Company common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 599,126 shares of common stock were represented, therefore a quorum was present. At the Special Meeting, the Company’s shareholders voted on one proposal, as more specifically described in the joint proxy statement/prospectus of the Company and NBC Bancorp, Inc. (“NBC”), dated January 30, 2026 (the “joint proxy statement/prospectus”).  Set forth below are the final results of shareholder votes for all proposals.

Proposal 1 – Merger Proposal

A proposal to approve the Agreement and Plan of Merger dated as of September 23, 2025, between Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc., pursuant to which NBC will merge with and into the Company, with the Company as the surviving entity, was approved by the requisite two-thirds of all outstanding shares of the Company entitled to vote on the proposal, as indicated below:

For		Against		Abstain		Broker Non-Votes
593,057		745		5,324		—

A vote on the adjournment proposal of the Special Meeting was not necessary because the Company’s shareholders approved the merger proposal.

Item 8.01 Other Events

In addition, on March 23, 2026, NBC held a special meeting of its shareholders for the purpose of approving the merger agreement. The proposal was approved by NBC’s shareholders. On March 23, 2026, the Company and NBC issued a joint press release announcing their respective shareholders had approved the merger agreement and announcing the anticipated closing date of their merger, subject to the satisfaction of customary closing conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 shareholder approvals 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99		Joint Press Release dated March 23, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, hereunto duly authorized.

		BALLSTON SPA BANCORP, INC.
DATE:  March 23, 2026	By:	/s/ Christopher Dowd
		Christopher Dowd
		President and Chief Executive Officer

EXHIBIT 99

   

FOR IMMEDIATE RELEASE

BALLSTON SPA BANCORP, INC. AND NBC BANCORP, INC.

RECEIVE SHAREHOLDER APPROVALS TO COMPLETE PENDING MERGER; ANNOUNCE ANTICIPATED CLOSING DATE

BALLSTON SPA, N.Y. AND COXSACKIE, N.Y.—March 23, 2026—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.

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

# # #

FAQ

What did Ballston Spa Bancorp (BSPA) shareholders approve in the March 23, 2026 meeting?

Shareholders approved the merger agreement with NBC Bancorp, Inc. They voted 593,057 shares "for," 745 "against," and 5,324 "abstain" out of 742,663 shares entitled to vote, satisfying the required two-thirds approval threshold for the merger proposal.

How many Ballston Spa Bancorp (BSPA) shares were present for the merger vote?

A total of 599,126 Ballston Spa Bancorp common shares were represented at the special meeting. This exceeded the quorum requirement, allowing the merger proposal with NBC Bancorp, Inc. to be validly considered and approved by shareholders on March 23, 2026.

What is the exchange ratio for NBC Bancorp shares in the BSPA merger?

Each share of NBC Bancorp common stock will convert into the right to receive 0.8065 shares of Ballston Spa Bancorp. After closing, BSNB shareholders are expected to own about 66% of the combined company, while NBC shareholders will own approximately 34%.

When do Ballston Spa Bancorp (BSPA) and NBC Bancorp expect to close their merger?

The companies currently anticipate completing their merger on April 1, 2026. This expected closing follows shareholder approvals at both banks and receipt of all requisite regulatory approvals, with only customary closing conditions remaining under the merger agreement.

Have regulatory approvals been received for the BSPA–NBC Bancorp merger?

Yes, the companies state they have received all requisite regulatory approvals for both the merger of the holding companies and the merger of the subsidiary banks. Remaining steps focus on satisfying customary closing conditions before the anticipated April 1, 2026 completion date.

What ownership split will result from the Ballston Spa Bancorp and NBC Bancorp merger?

After the merger, BSNB shareholders are expected to own approximately 66% of the combined company, while NBC shareholders will own about 34%. This ownership structure reflects the agreed 0.8065 BSNB share exchange ratio for each outstanding share of NBC common stock.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99 JOINT PRESS RELEASE DATED MARCH 23, 2026 10.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.2 KB