QNB Corp (OTCQX: QNBC) closes acquisition of Victory Bancorp and adds new directors
Rhea-AI Filing Summary
QNB Corp. completed its acquisition of The Victory Bancorp, Inc. on April 1, 2026, merging Victory into QNB in a stock-for-stock transaction. Each outstanding share of Victory common stock was converted into the right to receive 0.5500 shares of QNB common stock, with cash paid instead of fractional shares, while existing QNB shares were unchanged.
Victory Bank then merged into QNB Bank, which will operate Victory Bank as a division during an interim period before a planned systems conversion the weekend of June 19–21, 2026. The QNB and bank boards added Joseph W. Major as Vice Chairman and Kevin L. Johnson as directors, and QNB entered into a 24‑month consulting and non‑competition agreement with Mr. Major worth $665,865. QNB also amended its bylaws to create the Vice Chairman role and will later file required financial and pro forma information for the transaction.
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Insights
QNB closes stock-for-stock acquisition of Victory, expanding its regional banking footprint.
QNB Corp. has finalized its merger with Victory Bancorp, using an all‑stock structure at an exchange ratio of 0.5500 shares of QNB common stock per Victory share. QNB shares outstanding were not affected directly by the conversion of existing QNB stock.
Victory Bank is being run as a division of QNB Bank during an interim period, with systems conversion scheduled for the weekend of June 19–21, 2026. Branches are expected to reopen as fully integrated QNB locations on June 22, 2026, giving customers access to 14 full‑service offices across three Pennsylvania counties.
Governance changes include adding Joseph W. Major as Vice Chairman and director, alongside Kevin L. Johnson, and amending bylaws to create the Vice Chairman role. QNB also committed to a $665,865, 24‑month consulting and non‑competition agreement with Mr. Major, aligning leadership continuity and integration support. Required financial statements and unaudited pro forma information for the acquisition will be provided in later amendments.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger financial
dissenters’ rights financial
non-competition agreement financial
unaudited pro forma financial statements financial
Emerging growth company regulatory
voting and support agreement financial
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
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Securities registered pursuant to Section 12(b) of the Act: None.
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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. ☐
Effective at 12:01 a.m. (Eastern Time) on April 1, 2026 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of September 23, 2025 (the "Merger Agreement"), between QNB Corp., a Pennsylvania corporation (the “Company”), and The Victory Bancorp, Inc., a Pennsylvania corporation (“Victory”), Victory merged with and into the Company with the Company continuing as the surviving corporation (the "Merger").
Item 2.01 Completion of Acquisition or Disposition of Assets.
As referenced above, on April 1, 2026, the Company completed its previously announced acquisition of Victory pursuant to the Merger Agreement. At the Effective Time, Victory merged with and into the Company, with the Company surviving the Merger. Immediately following the Merger, Victory’s wholly-owned subsidiary bank, The Victory Bank, a Pennsylvania-chartered state bank, merged with and into QNB Bank, a Pennsylvania-chartered state bank and wholly-owned subsidiary of the Company (the “Bank”), with the Bank as the surviving bank in the subsidiary bank merger.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, each outstanding share of Victory’s common stock, $1.00 par value (“Victory Common Stock”), issued and outstanding immediately prior to the Effective Time (except for treasury shares and shares of Victory Common Stock held by Victory’s shareholders who have timely and properly exercised dissenters’ rights in accordance with applicable law (each as provided for in the Merger Agreement)), was automatically converted as a result of the Merger into the right to receive 0.5500 shares of common stock, $0.625 par value, of the Company (the “Company Common Stock”), with cash paid in lieu of fractional shares. Each outstanding share of the Company Common Stock remains outstanding and was unaffected by the Merger.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 23, 2025, and incorporated herein by reference.
Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Effective Time, pursuant to the terms of the Merger Agreement, the board of directors of the Company (the "Board") and the board of directors of the Bank (the “Bank Board”) each appointed Joseph W. Major and Kevin L. Johnson to the Board to fill the vacancies in the Class I and Class III of directors slate, with Mr. Major being appointed as a Class I director and Mr. Johnson being appointed as a Class III director, and to fill vacancies created on the Bank Board. Mr. Major will serve as Vice Chairman of the Board and as Chair of the Strategic Planning Committee of the Board and as Vice Chairperson the Bank Board. At this time, except as set forth in the previous sentence, the Board has not determined which, if any, of its committees to which Messrs. Major or Johnson will be named.
Except as set forth in the following sentence, there are no related party transactions reportable under Item 404(a) of Regulation S-K for Messrs. Major or Johnson. Effective at the Effective Time, the Company, the Bank and Mr. Major entered into a consulting and non-competition agreement pursuant to which, over the next 24-months, Mr. Major agreed to, among other things (a) provide the Company with such services as the Company’s CEO may reasonably request and (b) customary confidentiality, non-competition and non-solicitation covenants in favor of the Company, in exchange for a payment of $665,865 and reimbursement for Mr. Major’s reasonable out-of-pocket expenses incurred in connection with the consulting services to be provided.
As previously disclosed, Messrs. Major and Johnson each executed a voting and support agreement in favor of the Company in which they agreed to vote their shares of Victory's common stock in favor of approval of the Merger Agreement and the Merger.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, Sections 2.9, 4.1, 4.3 and 4.6 of the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended to provide for the role of Vice Chairman of the Board.
The foregoing description of the amendment to the Company’s bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s bylaws, as amended, attached hereto as Exhibit 3.1 to this Company’s Current Report on Form 8-K filed with the SEC, and incorporated herein by reference.
Item 8.01 Other
On April 1, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The unaudited pro forma financial statements required by this Item 9.01(b) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit No. |
Description |
2.1 |
Agreement and Plan of Merger, dated as of September 23, 2025, by and between QNB Corp. and The Victory Bancorp, Inc. (incorporated by references to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2025)* |
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By-laws of the Registrant, as amended April 1, 2026. |
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News release disseminated on April 1, 2026 by QNB Corp. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but the Company will provide them to the SEC upon request.
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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: April 7, 2026 |
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FOR IMMEDIATE RELEASE
QNB Corp. Completes Acquisition of Victory Bancorp, Inc.;
Victory Bank to Operate as Division of QNB Bank During Interim Period
Quakertown, PA, April 1, 2026 (GLOBE NEWSWIRE) — QNB Corp. (“QNB”) (OTCQX: QNBC), the holding company for QNB Bank, announced today that it has successfully completed its acquisition of Victory Bancorp, Inc. (Limerick, PA), the holding company for The Victory Bank. The transaction closed today, April 1, 2026, following receipt of all required regulatory and shareholder approvals.
QNB Bank welcomes Joseph W. Major, former Victory Chairman, President and Chief Executive Officer, and Kevin L. Johnson, P.E., President and founder of Traffic Planning and Design, Inc., to its Board of Directors.
As a result of the completed transaction, QNB Bank will operate Victory Bank as a division of QNB Bank during a brief interim operating period, from April to mid-June. This interim structure allows QNB Bank to focus on a smooth, secure conversion of Victory Bank’s systems and operations while ensuring customer service continuity.
Victory Bank’s systems are scheduled to convert to QNB Bank the weekend of Friday, June 19, 2026, through Sunday, June 21, 2026. Upon completion of the systems conversion, Victory Bank branches and offices will reopen as fully integrated QNB Bank locations on Monday, June 22, 2026, and bank customers will have access to 14 full‑service QNB Bank offices throughout Montgomery, Bucks, and Lehigh counties.
“This transaction represents the successful completion of a strategic combination that strengthens QNB Bank’s franchise and expands our ability to serve customers, enriching the local banking experience, throughout the region,” said David W. Freeman, President and Chief Executive Officer of QNB Bank. “Operating Victory Bank as a division during the interim period ensures a seamless transition as we prepare for full systems integration in June.”
“We are pleased to have officially joined with QNB Bank,” said Joseph W. Major, former Victory Chairman, President, and Chief Executive Officer. “Our customers will benefit from expanded resources while continuing to experience the customer-centric relationship‑based banking that has always defined Victory Bank.”
Customers will receive advanced communications with detailed information regarding the June systems conversion and key dates in May, as well as high-touch personal service and support that both Victory and QNB Bank are known for in the new combined QNB Bank.
Advisors
Performance Trust Capital Partners, LLC acted as financial advisor to QNB and delivered a fairness opinion to the Board of Directors of QNB in connection with the transaction. Stevens & Lee served as legal counsel to QNB. Formerly The Kafafian Group, Inc., now Wolf & Company P.C., acted as exclusive financial advisor to Victory and delivered a fairness opinion to the Board of Directors of Victory in connection with the transaction. Kilpatrick Townsend & Stockton LLP served as legal counsel to Victory.
About the Company
QNB Corp. is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania, and its division, Victory Bank. QNB Bank operates twelve branches in Bucks, Lehigh, and Montgomery Counties, and its division, Victory Bank operates two branches in Montgomery County and two loan production offices in Montgomery and Berks Counties. The two banks offer commercial, small business, and personal customers banking services, borrowing solutions, and cash management tools in the communities they serve. 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.
CONTACT: David W. Freeman
President & Chief Executive Officer
215-538-5600 x5619
dfreeman@qnbbank.com