Ballston Spa (OTCQX: BSPA) completes NBC merger, forms $1.3B regional bank

Q: Did Ballston Spa Bancorp raise additional capital related to the NBC merger?

Yes. Ballston Spa previously closed a $26 million subordinated debt issuance, with most of the proceeds committed to support the business and operations of the combined entity. This capital is intended to bolster the merged bank’s ability to serve customers and pursue growth.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ballston Spa Bancorp, Inc. has completed its previously announced strategic merger with NBC Bancorp, Inc., with NBC merging into Ballston Spa Bancorp and The National Bank of Coxsackie merging into Ballston Spa National Bank.

Each share of NBC common stock was converted into the right to receive 0.8065 shares of Ballston Spa Bancorp common stock, with cash paid instead of fractional shares. Legacy Ballston Spa shareholders now own approximately 66% of the combined company, while former NBC shareholders own about 34%. The combined bank now operates 21 full-service branches across four New York counties with total assets of approximately $1.3 billion.

Ballston Spa Bancorp also assumed NBC’s subordinated debt, including $5.0 million of fixed-to-floating rate junior subordinated debt due June 30, 2030 and $4.55 million of floating rate junior subordinated debt due September 1, 2033. Leadership has been expanded, with former NBC CEO John A. Balli becoming President of the company and Senior Executive Leader of the bank, and NBC’s CFO Caitlin McCrea taking a senior finance role. Balli’s employment agreement includes an initial annual base salary of $350,000.

Positive

Strategic merger creates larger regional bank: Ballston Spa Bancorp and NBC Bancorp have combined into a single organization with approximately $1.3 billion in assets and 21 branches, expanding scale and geographic reach while adding new directors and senior leaders from NBC.
Additional capital to support combined entity: Ballston Spa previously closed a $26 million subordinated debt issue, with most proceeds committed to support the business and operations of the merged bank, strengthening its capital position for growth.

Negative

None.

Insights

Ballston Spa’s merger with NBC creates a larger $1.3B regional bank with expanded leadership and capital.

The combination of Ballston Spa Bancorp and NBC Bancorp forms a bank with approximately $1.3 billion in assets and 21 branches across four New York counties. NBC shareholders received 0.8065 Ballston Spa shares per NBC share, resulting in a 66%/34% ownership split between legacy Ballston Spa and former NBC holders.

Ballston Spa assumed NBC’s junior subordinated debt, including $5.0 million due June 30, 2030 and $4.55 million due September 1, 2033, and separately issued $26 million of subordinated debt to support the combined entity. New roles for John A. Balli and Caitlin McCrea, alongside four former NBC directors joining the board, indicate deeper integration of NBC’s leadership into the combined governance structure.

The forward-looking statements section highlights execution risks such as realizing expected synergies, customer reactions, and economic or regulatory changes. Future disclosures in company filings may show how effectively the combined bank leverages its larger branch network, lending capacity, and added capital base.

8-K Event Classification

5 items: 2.01, 2.03, 5.02, 7.01, 9.01

5 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Exchange ratio: 0.8065 shares Ownership split: 66% / 34% Combined assets: $1.3 billion +5 more

8 metrics

Exchange ratio 0.8065 shares Shares of Ballston Spa Bancorp common stock per NBC common share

Ownership split 66% / 34% Post-merger ownership: legacy Ballston Spa vs. former NBC shareholders

Combined assets $1.3 billion Approximate total assets of the combined bank after merger

Branch count 21 branches Full-service branches across four New York counties post-merger

Assumed subordinated debt 2030 $5.0 million Fixed-to-floating rate junior subordinated debt due June 30, 2030

Assumed subordinated debt 2033 $4.55 million Floating rate junior subordinated debt due September 1, 2033

New subordinated debt issue $26 million Subordinated debt closed March 25, 2026 to support combined entity

President base salary $350,000 Initial annual base salary for John A. Balli

Key Terms

Exchange Ratio, junior subordinated debt securities, 280G net-best benefit, change in control agreement, +1 more

5 terms

Exchange Ratio financial

"was converted into the right to receive 0.8065 of a share (the “Exchange Ratio”) of common stock"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

junior subordinated debt securities financial

"fixed-to-floating rate junior subordinated debt securities due June 30, 2030"

280G net-best benefit financial

"provides an initial annual base salary of $350,000, and (iii) provides a 280G net-best benefit"

change in control agreement financial

"entered into a change in control agreement with the Company which became effective at the Effective Time"

forward-looking statements regulatory

"This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

04/01/2026 - 08:36 AM

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): April 1, 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 2.01

Completion of Acquisition or Disposition of Assets.

Effective on April 1, 2026, 12:01 a.m., Ballston Spa Bancorp, Inc., a New York corporation (the “Company”), completed its previously announced combination with NBC Bancorp, Inc., a New York corporation (“NBC”), pursuant to the Agreement and Plan of Merger, dated as of September 23, 2025 (the “Merger Agreement”), by and between the Company and NBC, pursuant to which NBC merged with and into the Company, with the Company as the surviving entity (the “Merger”). In addition, The National Bank of Coxsackie, a national bank and a wholly owned subsidiary of NBC, merged with and into Ballston Spa National Bank, a national bank and a wholly owned subsidiary of the Company, with Ballston Spa National Bank as the surviving bank (the “Bank Merger” and, together with the Merger, the “Transaction”).

Merger Consideration

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, $5.00 par value, of NBC (“NBC Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by NBC or the Company, was converted into the right to receive 0.8065 of a share (the “Exchange Ratio”) of common stock, par value $12.50 per share, of the Company (“Company Common Stock” and such consideration, the “Merger Consideration”). Holders of NBC Common Stock will receive cash in lieu of fractional shares of Company Common Stock.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

In connection with the Transaction, at the Effective Time, the Company assumed NBC’s obligations as required by the indentures and certain related agreements with respect to NBC’s subordinated securities, consisting of (i) $5.0 million of its fixed-to-floating rate junior subordinated debt securities due June 30, 2030, and (ii) $4.55 million of its floating rate junior subordinated debt securities due September 1, 2033 (collectively, the “Notes”).

The indentures and agreements pursuant to which the Notes were issued or assumed have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act of 1933, as amended. The Company agrees to furnish a copy of such indentures and agreements to the Securities and Exchange Commission (the “Commission”) upon request.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, as of the Effective Time, the number of directors that comprise the full board of directors of the Company (the “Board”) was increased to thirteen (13), of which (i) nine (9) were directors of the Company immediately prior to the Effective Time and (ii) four (4) were directors of NBC immediately prior to the Effective Time (the “NBC Designated Directors”), specifically Aaron P. Flach, Carl A. Florio, Donald G. Persico and Joseph H. Warren. The NBC Designated Directors have not been assigned to any Board Committees as of the Effective Time.

Biographical information related to the NBC Designated Directors can be found under “Information About NBC and NBC Bank-Directors and Named Executive Officers” in the joint proxy statement/prospectus which was filed by the Company with the SEC and is incorporated herein by reference.

Director Compensation

Each NBC Designated Director will be compensated for such service in accordance with the Company’s non-employee director compensation program on the same basis as other non-employee directors.

Additional Executive Appointments

As previously disclosed, as of the Effective Time and pursuant to the Merger Agreement, (i) John Balli, currently President and Chief Executive Officer of NBC and NBC Bank, will become President of the Company and Senior Executive Leader of Ballston Spa National Bank, and (ii) Caitlin McCrea, currently Senior Vice President and Chief Financial Officer of NBC and NBC Bank, will become Senior Vice President of Finance and Treasurer of the Company and Ballston Spa National Bank.

As previously disclosed, in connection with the Merger, Mr. Balli entered into an employment agreement with the Company which became effective at the Effective Time. The material terms of the employment agreement with John Balli are substantially identical to the employment agreement with Christopher R. Dowd, which is set forth under “Information About Ballston Spa and Ballston Spa National Bank-Executive Compensation” in the joint proxy statement/prospectus regarding the Merger that was filed by the Company with the SEC and is incorporated herein by reference, except the agreement: (i) reflects Mr. Balli’s title as President of the Company and Senior Executive Leader of Ballston Spa National Bank, (ii) provides an initial annual base salary of $350,000, and (iii) provides a 280G net-best benefit.

In addition, and as previously disclosed, in connection with the Merger, Ms. McCrea entered into a change in control agreement with the Company which became effective at the Effective Time. The material terms of the change in control agreement with Caitlin McCrea are substantially identical to the change in control agreement with James F. Dodd, which is set forth under “Information About Ballston Spa and Ballston Spa National Bank-Executive Compensation” in the joint proxy statement/prospectus regarding the Merger that was filed by the Company with the SEC and is incorporated herein by reference, except the agreement provides a potential lump sum cash severance benefit in an amount equal to two times compensation (as defined in the agreement).

On April 1, 2026, in connection with the Merger, Christopher Dowd entered into an amended and restated employment agreement and James Dodd and James Conroy entered into an amendment to their change in control agreements with the Company. Mr. Dowd’s amended and restated employment agreement and the amendments to Messrs. Conroy and Dodd’s change in control agreements provide that the Merger will not constitute a change in control under the agreements.

The foregoing description of Mr. Dowd’s amended and restated employment agreement, Mr. Balli’s employment agreement, Ms. McCrea’s change in control agreement, and the amendments to the change in control agreements between the Company and each of James Dodd and James Conroy does not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 7.01

Regulation FD Disclosure.

On April 1, 2026, the Company issued a press release announcing the completion of the offering of the Merger, a copy of which is furnished herewith as Exhibit 99.1.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Description

2.1

Agreement and Plan of Merger, dated September 23, 2025, by and between Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc. (Filed as an Exhibit to Ballston Spa Bancorp, Inc.’s Form S-4 Registration Statement, as amended, filed with the Securities and Exchange Commission on November 26, 2025 (File No. 333-291808))

10.1

Employment Agreement, dated as of April 1, 2026, by and among Ballston Spa Bancorp, Inc., Ballston Spa National Bank and Christopher R. Dowd

10.2

Employment Agreement, dated as of April 1, 2026, by and among Ballston Spa Bancorp, Inc., Ballston Spa National Bank and John Balli

10.3

Change in Control Agreement, dated as of April 1, 2026, by and between Ballston Spa Bancorp, Inc. and Caitlin McCrea

10.4

Amendment to the Change in Control Agreement, dated April 1, 2026, by and between Ballston Spa Bancorp, Inc. and James Dodd

10.5

Amendment to the Change in Control Agreement, dated April 1, 2026, by and between Ballston Spa Bancorp, Inc. and James Conroy

	99.1	Press Release, dated April 1, 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: April 1, 2026	By:	/s/ Christopher Dowd
		Christopher Dowd
		President and Chief Executive Officer

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

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

COMPLETE STRATEGIC MERGER

BALLSTON SPA, N.Y. AND COXSACKIE, N.Y.– April 1, 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 the completion of the previously announced strategic merger transaction.

Based on the terms of the merger agreement announced on September 24, 2025, NCXS and The National Bank of Coxsackie merged with and into BSPA and Ballston Spa National Bank, respectively, with BSPA and Ballston Spa National Bank each surviving the merger. Each outstanding share of NBC common stock has been converted into the right to receive 0.8065 shares of BSNB (with cash paid for fractional shares) such that legacy BSNB shareholders now own approximately 66% of the combined company and former NBC shareholders own approximately 34%.

In connection with the closing of the merger, John A. Balli, the former President and CEO of NBC, has become Senior Executive Leader of the combined bank, and Caitlin McCrea, former SVP and Chief Financial Officer of NBC, has become SVP of Finance and Reporting for the combined bank. In addition, the combined bank and holding company boards of directors of BSNB welcome Aaron P. Flach, Carl A. Florio, Donald G. Persico and Joseph H. Warren, formerly NBC directors.

Christopher R. Dowd, President and CEO of BSNB, commented on the closing, “We are thrilled to welcome the National Bank of Coxsackie into BSNB. The partnership will result in a stronger financial services company with sufficient scale, capacity and talent to deliver unparalleled service and support to our customers and the greater Capital Region market. With a larger lending limit, more robust branch system and local decision making we look forward to making an impact.”

Balli added, “I look forward to partnering with Chris and our senior leadership team to continue our momentum as a deep, steady and impactful force in the Capital Region and surrounding areas.”

As a result of the merger, the combined bank will have 21 full-service branches across Albany, Greene, Saratoga, and Schoharie Counties in New York State, with total assets of approximately $1.3 billion.

BSNB had previously announced on March 23, 2026, that both parties had received shareholder approval for the merger. On March 25, 2026, BSNB announced separately that it had closed a $26 million issue of subordinated debt, with the majority of the proceeds to be committed to the bank in order to support the business and operations of the combined entity.

Griffin Financial Group LLC served as exclusive financial advisor to BSNB in the transaction and Luse Gorman served as counsel to BSNB. Brean Capital LLC served as exclusive financial advisor to NCXS in the merger and Pillar + Aught served as counsel to NCXS.

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; 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

# # #

Source: View Original Filing on SEC EDGAR

FAQ

What did Ballston Spa Bancorp (BSPA) announce in its latest 8-K?

Ballston Spa Bancorp announced completion of its strategic merger with NBC Bancorp. NBC and its bank subsidiary were merged into Ballston Spa Bancorp and Ballston Spa National Bank, creating a combined bank with about $1.3 billion in assets and 21 full-service branches.

What are the merger terms between Ballston Spa Bancorp and NBC Bancorp?

Each share of NBC common stock was converted into the right to receive 0.8065 shares of Ballston Spa Bancorp common stock, with cash paid for fractional shares. After closing, legacy Ballston Spa shareholders own roughly 66% of the combined company and former NBC shareholders own about 34%.

How does the Ballston Spa–NBC merger change the combined bank’s size and footprint?

Following the merger, the combined bank has approximately $1.3 billion in total assets and operates 21 full-service branches. These branches span Albany, Greene, Saratoga, and Schoharie Counties in New York, broadening the organization’s geographic presence and retail banking network.

What debt obligations did Ballston Spa Bancorp assume from NBC Bancorp?

At closing, Ballston Spa Bancorp assumed NBC’s subordinated securities, including $5.0 million of fixed-to-floating rate junior subordinated debt due June 30, 2030 and $4.55 million of floating rate junior subordinated debt due September 1, 2033, under existing indentures and related agreements.

How did ownership and leadership change after the Ballston Spa–NBC merger?

Legacy Ballston Spa shareholders now hold about 66% of the combined company, with former NBC shareholders holding about 34%. John A. Balli became President and Senior Executive Leader, Caitlin McCrea assumed a senior finance role, and four former NBC directors joined the Ballston Spa boards.

Filing Exhibits & Attachments

9 documents

Press Releases

EX-99 PRESS RELEASE, DATED APRIL 1, 2026 10.6 KB

Ballston Spa (OTCQX: BSPA) completes NBC merger, forms $1.3B regional bank