Ballston Spa Bancorp (BSPA) SEC Filings, Jan 23, 2026

Ballston Spa Bancorp, Inc. plans an all‑stock merger with NBC Bancorp, Inc., issuing approximately 381,667 shares of Ballston Spa common stock to NBC shareholders. Each NBC share will convert into 0.8065 Ballston Spa shares, valuing the deal at about $26.1 million based on a Ballston Spa price of $68.35 on January 20, 2026. After closing, former NBC shareholders are expected to own roughly 34% of the combined company and current Ballston Spa shareholders about 66%. NBC Bancorp and its bank subsidiary will merge into Ballston Spa and Ballston Spa National Bank, respectively, creating a larger community bank footprint in upstate New York. Both boards unanimously support the transaction, and special virtual shareholder meetings for each company are scheduled for March 23, 2026 to vote on the merger and related adjournment proposals. The parties expect the merger to qualify as a tax‑free reorganization for U.S. federal income tax purposes, except for cash paid in lieu of fractional shares.