[8-K] Ballston Spa Bancorp, Inc. Reports Material Event
Rhea-AI Filing Summary
Ballston Spa Bancorp, Inc. completed a private placement of $26 million in subordinated notes to qualified institutional buyers and accredited investors. The notes mature on April 1, 2036, carry a fixed interest rate of 7.375% until April 1, 2031, then reset quarterly to three‑month SOFR plus 378 basis points.
The subordinated notes are unsecured, subordinated obligations intended to qualify as Tier 2 capital and may be redeemed, in whole or in part, on or after April 1, 2031, subject to regulatory approval. The company plans to use most of the net proceeds to support its proposed merger with NBC Bancorp, Inc. and to provide additional capital for general corporate purposes of the combined bank.
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Insights
Ballston Spa raises $26M Tier 2 debt to help fund a strategic bank merger.
Ballston Spa Bancorp issued $26 million of subordinated notes in a private placement, structured as Tier 2 regulatory capital. The notes pay 7.375% fixed until April 1, 2031, then float at three‑month SOFR plus 378 basis points until their 2036 maturity.
The capital will largely be contributed to Ballston Spa National Bank to support its previously announced merger with NBC Bancorp and ongoing operations of the combined bank. This approach adds long‑term subordinated debt rather than common equity, which can be less immediately dilutive but increases leverage and long‑run interest obligations.
The notes are unsecured, rank junior to senior indebtedness, and are callable on or after April 1, 2031, subject to regulatory approval. Future disclosures around the merger’s closing and post‑combination capital metrics will help clarify how this subordinated debt affects the combined bank’s risk and return profile.
8-K Event Classification
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On March 25, 2026, Ballston Spa Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Subordinated Note Purchase Agreements”) with certain qualified institutional buyers and institutional accredited investors (collectively, the “Subordinated Note Purchasers”) pursuant to which the Company issued $26.0 million in aggregate principal amount of its 7.375% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Subordinated Notes”) at a price equal to 100% of the principal amount. The Subordinated Note Purchase Agreements include customary representations, warranties, and covenants. The representations, warranties, and covenants contained in the Subordinated Note Purchase Agreements were made only for purposes of the Subordinated Note Purchase Agreements and as of specific dates, were solely for the benefit of the parties to the Subordinated Note Purchase Agreements, and are not representations of factual information to investors about the Company or its subsidiaries.
The Subordinated Notes were offered and sold by the Company to the Subordinated Note Purchasers in a private placement transaction in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering for general corporate purposes.
The Subordinated Notes mature on April 1, 2036 and bear interest at a fixed annual rate of 7.375%, payable quarterly in arrears, to but excluding April 1, 2031. From and including April 1, 2031 to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum initially equal to the then-current three-month Secured Overnight Financing Rate plus 378 basis points, payable quarterly in arrears. The Company is entitled to redeem the Subordinated Notes, in whole or in part, any time on or after April 1, 2031 and to redeem the Subordinated Notes at any time in whole upon certain other events. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.
The Subordinated Notes are not subject to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Subordinated Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.
The form of Subordinated Note Purchase Agreement and the form of Subordinated Note are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Subordinated Note Purchase Agreement and the Subordinated Notes are not complete and are qualified in their entirety by reference to the complete text of the relevant exhibits to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth and incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure |
On March 25, 2026, the Company issued a press release announcing the completion of the offering of the Subordinated Notes, 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 |
| 4.1 | Form of Subordinated Note (incorporated by reference to Exhibit A-1 and Exhibit A-2 to Exhibit 10.1) |
| 10.1 | Form of Subordinated Note Purchase Agreement |
| 99.1 | Press Release, dated March 25, 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 25, 2026 | By: | /s/ Christopher Dowd |
| Christopher Dowd | ||
| President and Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
BALLSTON SPA BANCORP, INC. COMPLETES $26 MILLION
SUBORDINATED DEBT RAISE
BALLSTON SPA, N.Y.—March 25, 2026—Ballston Spa Bancorp, Inc. (OTCQX: BSPA), holding company for Ballston Spa National Bank (collectively “BSNB”), today announced the completion of a $26 million subordinated notes offering to certain qualified institutional buyers and accredited investors. The private placement of notes will support the previously announced proposed merger with NBC Bancorp, Inc. (OTCID: NCXS), holding company for The National Bank of Coxsackie (collectively “NBC”). The majority of the net proceeds of the offering being contributed to BSNB to support the bank merger and to provide requisite capital for general corporate purposes in support of the ongoing operations of the combined bank.
The new notes have a maturity date of April 1, 2036, and carry a fixed interest rate of 7.375% through April 1, 2031, and a floating rate of 90-day average SOFR plus 378 basis points thereafter. The notes may be redeemed, in whole or in part, on or after April 1, 2031, or at any time in whole upon certain other specified regulatory events. The subordinated notes have been structured to qualify as Tier 2 capital for regulatory purposes.
The notes are not registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Griffin Financial Group LLC and Brean Capital LLC served as placement agents for the offering while Luse Gorman, PC served as legal counsel to BSNB and Stevens & Lee served as legal counsel to the placement agents.
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
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