QNB CORP. SEC Filings

QNB CORP. director Joseph W. Major reported compensation-related acquisitions of common stock. On April 1, 2026, he received a grant of 70,745 shares of common stock held directly and a separate grant of 2,750 shares held as indirect ownership through his spouse, both at a reported price of $0.00 per share. Following these transactions, his reported holdings total 70,745 directly owned shares and 2,750 indirectly owned shares.

QNB CORP. director Autumn R. Bayles bought 219 shares of common stock in an open-market purchase at $43.85 per share. After this transaction, she directly owns about 3,283.815 shares.

Her holdings also include shares accumulated through a dividend reinvestment plan and a non-employee director compensation plan.

QNB Corp. reported the results of its 2026 Annual Meeting of Shareholders. Holders of 4,993,046 shares of common stock were entitled to vote. Shareholders elected four Class II directors—Laurie A. Bergman, Randy S. Bimes, Kenneth F. Brown, Jr., and Randall E. Stauffer—for three-year terms.

Investors also approved the 2026 Employee Stock Purchase Plan, with 2,630,365 votes for, 35,230 against, 24,958 abstentions, and 546,197 broker non-votes. In addition, shareholders ratified the appointment of Baker Tilly US, LLP as QNB’s independent registered public accounting firm for 2026, with 3,210,074 votes for, 9,332 against, and 17,344 abstentions.

QNB Corp. filed an amended report to add detailed financial information for its acquisition of The Victory Bancorp, Inc., which closed on April 1, 2026. The amendment includes Victory’s audited consolidated financial statements as of December 31, 2025 and 2024 and for those fiscal years.

It also provides unaudited pro forma condensed combined financial statements showing QNB and Victory together. A pro forma combined balance sheet as of March 31, 2026 and income statements for the year ended December 31, 2025 and the three months ended March 31, 2026 are presented using the acquisition method of accounting.

The disclosed preliminary purchase consideration for Victory is $47,106, allocated to identifiable net assets of $35,961 and resulting in estimated goodwill of $11,145 and a core deposit intangible of $7,916. Management emphasizes these pro forma figures are illustrative and may change as fair value analyses are finalized.

QNB Corp. distributed an investor slide presentation to existing and prospective investors. The slides describe the company’s operating strategy, growth plans, and financial performance at a high level.

The presentation is furnished as Exhibit 99.1 under Item 7.01 and is not treated as filed or automatically incorporated into other securities offerings.

QNB Corp. announced a long-term leadership succession plan for QNB Bank and the holding company. Effective November 1, 2026, Executive Vice President and Chief Operating Officer Christopher T. Cattie will become President of QNB Bank and join the Boards of Directors of both QNB Corp. and QNB Bank.

Current President and Chief Executive Officer David W. Freeman will continue as President and CEO of QNB Corp. and CEO of QNB Bank until his planned retirement on December 31, 2028. It is expected that Mr. Cattie will then assume the roles of President and Chief Executive Officer of both entities, providing for a multi-year transition. The company highlights Mr. Cattie’s decade-plus leadership experience and community involvement, and notes that the selection followed a comprehensive executive search and full Board review.

QNB Corp. reported net income of $2.8 million for the quarter ended March 31, 2026, up from $2.6 million a year earlier. Net interest income rose to $13.1 million as funding costs declined, while the provision for credit losses decreased to $0.3 million. Total assets reached $1.92 billion and deposits were $1.65 billion, reflecting modest balance sheet growth.

Diluted earnings per share were $0.73, compared with $0.69 in the prior-year quarter, and the quarterly cash dividend increased to $0.39 per share. On April 1, 2026, QNB completed its previously agreed acquisition of The Victory Bancorp, Inc. for a purchase price of $47.1 million. QNB also elected to participate in Visa’s Class B-2 share exchange and expects to record an unrealized gain and a related reserve in the second quarter of 2026.

QNB Corp. is asking shareholders to elect four Class II directors, approve the 2026 Employee Stock Purchase Plan, and ratify Baker Tilly US, LLP as independent auditor at the June 9, 2026 annual meeting. The record date is April 10, 2026, with 4,993,046 common shares entitled to one vote each.

The Board has thirteen members, a majority of whom are independent, and operates through Audit, Compensation, Executive and Nominating committees. 2025 CEO total compensation was $925,072, while the CEO pay ratio was 7:1 versus the median employee. A new cash incentive plan tied payouts to earnings per share growth, return on equity, loan and deposit growth, and performance versus a Mid-Atlantic peer group.

QNB Corp. reported first-quarter 2026 net income of $2.77 million, or $0.73 per diluted share, up from $2.58 million, or $0.69, a year earlier. Results include $754,000 after-tax merger-related costs tied to the Victory Bancorp acquisition.

Excluding these one-time costs, non-GAAP net income was $3.52 million, or $0.93 per diluted share, with return on average assets of 0.75% and return on equity of 10.69%. Net interest income rose to $13.11 million and net interest margin improved to 2.82%, helped by lower funding costs and loan growth.

Total assets were $1.92 billion, loans receivable $1.28 billion, and deposits $1.65 billion at March 31, 2026. The Victory Bancorp transaction closed on April 1, 2026, creating a combined franchise of nearly $2.4 billion in assets and expanding QNB’s Montgomery County presence.