QNB Corp (NASDAQ: QNBC) prices $42 offering ahead of Aug. 20 debut
Rhea-AI Filing Summary
QNB Corp. (QNBC) entered into an underwriting agreement to conduct a primary underwritten public offering of a total of 1,232,142 shares of common stock at $42.00 per share, including full exercise of the underwriters’ overallotment option, under its effective Form S-3 shelf registration. The company expects approximately $48.3 million in net proceeds after underwriting discounts, commissions and estimated expenses.
QNB Corp. plans to use the proceeds for general corporate purposes, which may include repositioning a portion of its available-for-sale fixed income securities portfolio, redeeming a portion of subordinated notes, funding new loans, supporting capital ratios and continued growth. The common stock has been approved for listing on the Nasdaq Capital Market, with trading expected to begin on August 20, 2026 under the ticker symbol QNBC, with closing of the offering and overallotment expected on or about August 21, 2026, subject to customary conditions.
Positive
- Raised approximately $48.3 million in equity capital through a fully subscribed underwritten common stock offering, enhancing financial flexibility for balance sheet actions, loan growth and capital support.
- Listing on the Nasdaq Capital Market under ticker QNBC may improve trading liquidity and market visibility compared with prior OTCQX trading.
Negative
- None.
Filing Explained
The filing records full exercise of the underwriters’
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
overallotment option financial
shelf registration statement regulatory
Nasdaq Capital Market market
available-for-sale fixed income securities portfolio financial
Offering Details
FAQ
What equity offering did QNB Corp. (QNBC) announce in this 8-K?
How much capital will QNBC receive from its common stock offering?
What will QNBC use the offering proceeds for?
What exchange will QNBC common stock trade on and when?
Who managed QNBC’s underwritten common stock offering?
What is the size of the underwriters’ overallotment option in QNBC’s offering?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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Securities registered pursuant to Section 12(b) of the Act:
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 1.01 Entry into a Material Definitive Agreement.
On August 19, 2026, QNB Corp. (the “Company”), a Pennsylvania corporation, and QNB Bank, a Pennsylvania state-chartered commercial bank and wholly-owned subsidiary of the Company (the “Bank”), entered into an underwriting agreement (the “Underwriting Agreement”) with Brean Capital, LLC and Performance Trust Capital Partners, LLC (collectively, the “Underwriters”), to issue and sell 1,071,428 shares (the “Firm Shares”) of the Company’s common stock, par value $0.625 per share (“Common Stock”), at a public offering price of $42.00 per share in an underwritten public offering (the “Offering”). As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 160,714 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) at the public offering price, less underwriting discounts and commissions. The offer and sale of the Shares in the Offering was registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-298129), which was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on August 14, 2026, as supplemented by the prospectus supplement dated August 19, 2026. On August 20, 2026, the Underwriters notified the Company of the exercise of the Underwriters' overallotment option for all of the Option Shares.
After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the Offering to be approximately $48.3 million. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include a balance sheet restructuring through the repositioning of a portion of the Company's available-for-sale fixed income securities portfolio, redemption of a portion of its subordinated notes, funding new loans and supporting its capital ratios, and its continued growth. The Offering is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Bank, customary conditions to closing, indemnification obligations of the parties, including for liabilities under the Act, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Consequently, persons other than the parties to such agreement may not rely upon the representations and warranties in the Underwriting Agreement as characterizations of actual facts or circumstances as of the date of the Underwriting Agreement or as of any other date. The Underwriting Agreement is not intended to provide any other factual information about the Company. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
The legal opinion of Stevens & Lee, P.C. relating to the validity of the Shares being offered is attached hereto as Exhibit 5.1.
Item 8.01 Other Events.
On August 19, 2026, the Company issued a press release announcing the launch of the Offering, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. On August 19, 2026, the Company issued a press release announcing the pricing of the Offering and the commencement of trading of the Common Stock on the Nasdaq Capital Market on August 20, 2026 under the ticker symbol “QNBC”, which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
On August 20, 2026, the Company issued a press release announcing that, in connection with the Offering, the Underwriters have exercised their overallotment option for all of the Option Shares, which is attached as Exhibit 99.3 hereto and is incorporated herein by reference.
Caution regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others, statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of the Company, and may be identified by the use of words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan”, “target,” “projects” or
similar expressions. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve known and unknown risks and uncertainties, many of which are outside of the Company’s control, and actual results may differ materially from those presented, either expressed or implied, in this Form 8-K. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that various factors could affect the Company’s financial performance and cause results or circumstances for future periods to differ materially from those anticipated or projected. Important factors that could cause actual results to differ materially from those in forward-looking statements include those set forth in the Company’s filings with the Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q under the headings “Forward Looking Statements” and “Item 1A. Risk Factors.” Except as required by law, the Company does not undertake, and specifically disclaims any obligation to revise or update any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date of such statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
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1.1 |
Underwriting agreement between QNB Corp., Brean Capital and Performance Trust |
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4.1 |
Form of Common Stock Certificate |
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5.1 |
Opinion of Stevens & Lee, P.C. |
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23.1 |
Consent of Stevens & Lee, P.C. (included in Exhibit 5.1) |
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99.1 |
Press Release of QNB Corp. announcing the launch of the Offering dated August 19, 2026 |
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99.2 |
Press Release of QNB Corp. announcing the pricing of the Offering dated August 19, 2026 |
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99.3 |
Press Release of QNB Corp. announcing exercise of Overallotment Option for the Offering dated August 20, 2026 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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D
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 thereunto duly authorized.
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QNB Corp. |
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By: |
/s/ Jeffrey Lehocky |
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Jeffrey Lehocky |
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Chief Financial Officer |
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Dated: August 20, 2026 |
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QNB Corp. Announces Launch of Common Stock Offering
And QNBC Stock’s Approval for NASDAQ Capital Market Listing
QUAKERTOWN, PA (August 19, 2026) – QNB Corp. (OTCQX: QNBC) (the “Company”), parent company of QNB Bank, announced today that it has launched an underwritten public offering of shares of its common stock. The Company intends to grant the underwriters a 30-day option to purchase additional shares of its common stock. Additionally, the Company’s common stock has been approved for listing on the Nasdaq Capital Market under the symbol “QNBC.”
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include a balance sheet restructuring through the repositioning of a portion of our available-for-sale fixed income securities portfolio, redemption of a portion of our subordinated notes, funding new loans and supporting our capital ratios, and our continued growth.
Brean Capital, LLC is serving as the lead book-running manager for the offering, and Performance Trust Capital Partners, LLC is acting as the joint book-running manager.
Additional Information Regarding the Offering
The offering of common stock is being made pursuant to a registration statement on Form S-3 (File No. 333‑298129) that was declared effective by the Securities and Exchange Commission (the “SEC”) on August 14, 2026. A preliminary prospectus supplement to which this communication relates has been filed with the SEC. A final prospectus supplement and accompanying prospectus will be filed with the SEC. Prospective investors should read the preliminary prospectus supplement and the accompanying prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the offering. Copies of these documents are available at no charge by visiting the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement, the final prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting Brean Capital, LLC by telephone at (404) 601-7200 or by e-mail at prospectus@breancapital.com, or by contacting Performance Trust Capital Partners, LLC at (312) 521-1638 or by e-mail at syndicate@performancetrust.com.
No Offer or Solicitation
This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About QNB Corp.
QNB Corp. (OTCQX: QNBC) (the “Company”) is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania. QNB Bank (the “Bank”) currently operates fourteen branches in Bucks, Lehigh, and Montgomery Counties, along with two loan production offices in
Montgomery and Berks Counties. The Bank offers banking services, borrowing solutions, and cash management tools to commercial, small business, and personal customers in the communities it serves. In addition, the Company provides securities and advisory services under the name of QNB Financial Services through a registered Broker/Dealer and Registered Investment Advisor, and title insurance as a member of Laurel Abstract Company LLC. More information about QNB Corp. and QNB Bank is available at QNBBank.com.
Forward Looking Statement
This press release may contain forward-looking statements as defined in the Private Securities Litigation Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. Such factors include the possibility that increased demand or prices for the Company’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission, including "Item 1A. Risk Factors," set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.
The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.
Contacts: |
David W. Freeman |
Jeffrey Lehocky |
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President & Chief Executive Officer |
Chief Financial Officer |
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215-538-5600 x-5619 |
215-538-5600 x-5716 |
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dfreeman@QNBbank.com |
jlehocky@QNBbank.com |
QNB Corp. Announces Pricing of Common Stock Offering
And Announces QNBC Stock’s Move to the NASDAQ Capital Market
QUAKERTOWN, PENNSYLVANIA (August 19, 2026) – QNB Corp. (OTCQX: QNBC) (the “Company”), parent company of QNB Bank, today announced the pricing of its previously announced underwritten public offering of 1,071,428 shares of its common stock at a public offering price of $42.00 per share. The expected proceeds to the Company, after deducting underwriting discounts and commissions but before deducting operating expenses payable by the Company, are approximately $42.3 million. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 160,714 shares of Company common stock at the public offering price, less underwriting discounts, and commissions. The shares are expected to begin trading on the Nasdaq Capital Market on August 20, 2026 under the ticker symbol “QNBC.”
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include a balance sheet restructuring through the repositioning of a portion of our available-for-sale fixed income securities portfolio, redemption of a portion of our subordinated notes, funding new loans and supporting our capital ratios, and our continued growth.
Brean Capital, LLC is serving as the lead book-running manager for the offering, and Performance Trust Capital Partners, LLC is acting as the joint book-running manager.
The Company expects to close the offering, subject to customary conditions, on or about August 21, 2026.
Additional Information Regarding the Offering
The offering of common stock is being made pursuant to a registration statement on Form S-3 (File No. 333‑298129) that was declared effective by the Securities and Exchange Commission (the “SEC”) on August 14, 2026. A preliminary prospectus supplement to which this communication relates has been filed with the SEC. A final prospectus supplement and accompanying prospectus will be filed with the SEC. Prospective investors should read the preliminary prospectus supplement and the accompanying prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the offering. Copies of these documents are available at no charge by visiting the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement, the final prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting Brean Capital, LLC by telephone at (404) 601-7200 or by e-mail at prospectus@breancapital.com, or by contacting Performance Trust Capital Partners, LLC at (312) 521-1638 or by e-mail at syndicate@performancetrust.com.
No Offer or Solicitation
This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About QNB Corp.
QNB Corp. (OTCQX: QNBC) (the “Company”) is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania. QNB Bank (the “Bank”) currently operates fourteen branches in Bucks, Lehigh, and Montgomery Counties, along with two loan production offices in Montgomery and Berks Counties. The Bank offers banking services, borrowing solutions, and cash management tools to commercial, small business, and personal customers in the communities it serves. In addition, the Company provides securities and advisory services under the name of QNB Financial Services through a registered Broker/Dealer and Registered Investment Advisor, and title insurance as a member of Laurel Abstract Company LLC. More information about QNB Corp. and QNB Bank is available at QNBBank.com.
Forward Looking Statement
This press release may contain forward-looking statements as defined in the Private Securities Litigation Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. Such factors include the possibility that increased demand or prices for the Company’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission, including "Item 1A. Risk Factors," set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.
The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.
Contacts: |
David W. Freeman |
Jeffrey Lehocky |
|
President & Chief Executive Officer |
Chief Financial Officer |
|
215-538-5600 x-5619 |
215-538-5600 x-5716 |
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dfreeman@QNBbank.com |
jlehocky@QNBbank.com |
QNB Corp. Announces Exercise of Overallotment Option
of 160,714 Shares of Common Stock
QUAKERTOWN, PENNSYLVANIA (August 20, 2026) – QNB Corp. (Nasdaq: QNBC) (the “Company”), parent company of QNB Bank, today announced that the underwriters for its recently announced public offering of common stock have exercised their overallotment option in full to purchase an additional 160,714 shares of common stock at the public offering price of $42.00 per share, less underwriting discounts and commissions. The expected proceeds to the Company in connection with the exercise of the option and the issuance of the additional shares, after deducting the underwriting discount and commissions but before deducting operating expenses payable by the Company, are approximately $6.3 million with expected proceeds totaling $48.3 million for the combined public offering. The full exercise of the overallotment option brought the total number of shares of common stock sold by the Company in the public offering to 1,232,142 shares. The Company’s common stock trades on the Nasdaq Capital Market under the ticker symbol “QNBC.”
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include a balance sheet restructuring through the repositioning of a portion of our available-for-sale fixed income securities portfolio, redemption of a portion of our subordinated notes, funding new loans and supporting our capital ratios, and our continued growth.
Brean Capital, LLC is serving as the lead book-running manager for the offering, and Performance Trust Capital Partners, LLC is acting as the joint book-running manager.
The Company expects to close the overallotment option, subject to customary conditions, on or about August 21, 2026.
Additional Information Regarding the Offering
The offering of common stock is being made pursuant to a registration statement on Form S-3 (File No. 333 298129) that was declared effective by the Securities and Exchange Commission (the “SEC”) on August 14, 2026. A final prospectus supplement to which this communication relates has been filed with the SEC. Prospective investors should read the final prospectus supplement and the accompanying prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the offering. Copies of these documents are available at no charge by visiting the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting Brean Capital, LLC by telephone at (404) 601-7200 or by e-mail at prospectus@breancapital.com, or by contacting Performance Trust Capital Partners, LLC at (312) 521-1638 or by e-mail at syndicate@performancetrust.com.
No Offer or Solicitation
This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About QNB Corp.
QNB Corp. (Nasdaq: QNBC) (the “Company”) is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania. QNB Bank (the “Bank”) currently operates fourteen branches in Bucks, Lehigh, and Montgomery Counties, along with two loan production offices in Montgomery and Berks Counties. The Bank offers banking services, borrowing solutions, and cash management tools to commercial, small business, and personal customers in the communities it serves. In addition, the Company provides securities and advisory services under the name of QNB Financial Services through a registered Broker/Dealer and Registered Investment Advisor, and title insurance as a member of Laurel Abstract Company LLC. More information about QNB Corp. and QNB Bank is available at QNBBank.com.
Forward Looking Statement
This press release may contain forward-looking statements as defined in the Private Securities Litigation Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. Such factors include the possibility that increased demand or prices for the Company’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission, including "Item 1A. Risk Factors," set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.
The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.
Contacts: |
David W. Freeman |
Jeffrey Lehocky |
|
President & Chief Executive Officer |
Chief Financial Officer |
|
215-538-5600 x-5619 |
215-538-5600 x-5716 |
|
dfreeman@QNBbank.com |
jlehocky@QNBbank.com |