QNB Corp (OTCQX: QNBC) wins shareholder backing for Victory Bancorp merger
Rhea-AI Filing Summary
QNB Corp. reports that its shareholders approved the Agreement and Plan of Merger with The Victory Bancorp, Inc., under which Victory will merge into QNB and QNB will be the surviving company. The proposal received 2,211,803 votes for, 60,631 against, and 1,635 abstentions, with 3,733,073 shares entitled to vote. A separate adjournment proposal was not needed because support for the merger was sufficient. QNB and Victory also announced that Victory’s shareholders approved the transaction. The merger, initially announced in September 2025, is expected to close in the second quarter, subject to customary closing conditions and remaining regulatory approvals; the Pennsylvania Department of Banking and Securities has already approved the deal.
Positive
- Both shareholder bases approved the merger, removing a major contingency for combining QNB Corp. and The Victory Bancorp, Inc. and allowing the transaction to move toward an expected second-quarter closing, subject to remaining customary conditions and required regulatory approvals.
Negative
- None.
Insights
Shareholder approvals clear a major hurdle for the QNB–Victory bank merger.
The key takeaway is that shareholders of both QNB Corp. and The Victory Bancorp, Inc. have now approved their previously announced merger. QNB shareholders backed the deal with 2,211,803 votes for versus 60,631 against, indicating solid support for combining the two banking franchises.
The transaction is expected to close in the second quarter, but still depends on remaining customary conditions and regulatory approvals. The communication notes that the Pennsylvania Department of Banking and Securities has already approved the deal, reducing one regulatory uncertainty yet leaving federal or other required approvals outstanding.
Forward-looking statements highlight typical integration and execution risks, including potential delays, higher-than-expected costs, employee retention challenges, customer reactions, and dilution from QNB issuing additional common stock in the merger. Actual impact will depend on how efficiently integration proceeds after the planned closing in the second quarter.
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: 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. ☐
Item 5.07 |
Submission of Matters to a Vote of Security Holders |
On February 19, 2026, the Company held a Special Meeting of Shareholders for which the Board of Directors solicited proxies. At the Special Meeting, the shareholders of the Company voted on the following proposal described in the Joint Proxy/Prospectus Statement dated January 16, 2026.
As of the record date for the Special Meeting, holders of a total of 3,733,073 shares of the Company’s Common Stock were entitled to vote on the matters considered at the Special Meeting. The proposal voted on and the votes on such proposal were as follows:
Proposal No. 1: A proposal to approve the Agreement and Plan of Merger, dated as of September 23, 2025, by and between QNB and The Victory Bancorp, Inc., pursuant to which Victory will merge with and into QNB, with QNB surviving the merger, and the transactions contemplated by the merger agreement:
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2,211,803 |
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The additional proposal described in the Joint Proxy Statement/Prospectus, to adjourn the QNB special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal, was not submitted to a shareholder vote at the Special Meeting because there were sufficient votes cast in favor of Proposal No. 1 to approve the merger agreement and the transactions contemplated by the merger agreement.
Item 8.01 Other
On February 19, 2026, QNB Corp. and The Victory Bancorp, Inc. jointly announced shareholder approval of the Agreement and Plan of Merger, dated as of September 23, 2025, by and between QNB and The Victory Bancorp, Inc., pursuant to which Victory will merge with and into QNB, with QNB surviving the merger, and the transactions contemplated by the merger agreement.
Item 9.01 |
Financial Statements and Exhibits |
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The following exhibits are filed herewith:
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Exhibit No. |
Description |
99.1 |
News release disseminated on February 19, 2026 by QNB Corp. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: February 20, 2026 |
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For Immediate Release
QNB Corp. and The Victory Bancorp, Inc.
Announce Shareholder Approvals Received for Merger
February 19, 2026
Quakertown, PA. & Limerick, PA.--(GLOBE NEWSWIRE)-- QNB Corp. ("QNB" or the "Company") (OTCQX: QNBC), the holding company for QNB Bank, and The Victory Bancorp, Inc. ("Victory") (OTCQX: VTYB), the holding company for The Victory Bank, today jointly announced that the shareholders of both QNB and Victory have voted to approve their previously announced merger transaction (the “Merger”). The transaction, initially announced on September 23, 2025, is expected to close during the second quarter, subject to the satisfaction of customary closing conditions, including all required regulatory approvals. To date, the transaction has been approved by the Pennsylvania Department of Banking and Securities.
About QNB Corp.
QNB Corp. is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania. QNB Bank currently operates twelve branches in Bucks, Lehigh, and Montgomery Counties and offers commercial and retail banking services 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.
About The Victory Bancorp, Inc.
Victory Bancorp, Inc. is traded on the OTCQX market under the symbol VTYB and is the parent company of The Victory Bank (“Victory Bank”). Victory Bank, founded in 2008, is a Pennsylvania state-chartered commercial bank headquartered in Limerick Township, Montgomery County. It offers a full range of banking services, including checking and savings accounts, home equity lines of credit, and personal loans. In addition to traditional banking, Victory Bank specializes in high-quality business lending, serving small and mid-sized businesses and professionals. With four offices across Montgomery and Berks Counties, it is dedicated to meeting the financial needs of the local community. For more information, visit its website at VictoryBank.com.
Forward Looking Statements
Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the Merger between QNB and Victory, which are subject to numerous assumptions, risks and uncertainties. Words or phrases such as “anticipate,” “believe,” “aim,” “can,” “conclude,” “continue,” “could,” “estimate,”
“expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to QNB’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as its other filings with the SEC for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by QNB with the SEC, risks and uncertainties for QNB, Victory and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Victory operations with those of QNB will be materially delayed or will be more costly or difficult than expected; the parties’ inability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the inability to complete the merger due to the failure of the shareholders of either QNB or Victory to adopt the merger agreement; the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory and other approvals; the failure of the proposed transaction to close for any other reason; diversion of management's attention from ongoing business operations and opportunities due to the merger; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on QNB’s, Victory’s or the combined company’s respective customer and employee relationships and operating results; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; dilution caused by QNB’s issuance of additional shares of QNB Common Stock in connection with the merger; results of operations and financial condition of QNB, Victory and the combined company; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this communication are made as of the date hereof and are based on information available at that time. Except as required by law, neither QNB nor Victory assumes any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.
For additional QNB Corp. information, contact:
David W. Freeman Jeff Lehocky
President & Chief Executive Officer EVP & Chief Financial Officer
215-538-5600 x5619 215-538-5600 x5716
dfreeman@qnbbank.com jlehocky@qnbbank.com
For additional Victory Bancorp information, contact:
Joseph W. Major Robert H. Schultz
Chairman & Chief Executive Officer Chief Financial Officer& Chief Operating Officer
484-791-3437 484-791-3439
jmajor@victorybank.com rschultz@victorybank.com
FAQ
What did QNB Corp. (QNBC) shareholders approve regarding The Victory Bancorp merger?
QNB Corp. shareholders approved the Agreement and Plan of Merger with The Victory Bancorp, Inc. The vote was 2,211,803 shares for, 60,631 against, and 1,635 abstaining, out of 3,733,073 shares entitled to vote on the transaction.
Did The Victory Bancorp, Inc. shareholders also approve the merger with QNB Corp. (QNBC)?
Yes. The Victory Bancorp, Inc. shareholders voted to approve the previously announced merger with QNB Corp. The joint announcement states that shareholders of both QNB and Victory have now approved the transaction, satisfying a key condition for the merger to proceed.
When is the QNB Corp. (QNBC) and Victory Bancorp merger expected to close?
The merger between QNB Corp. and The Victory Bancorp, Inc. is expected to close during the second quarter. This timing remains subject to the satisfaction of customary closing conditions and receipt of all required regulatory approvals beyond those already obtained.
Which regulatory approvals have been received for the QNB Corp. (QNBC) and Victory Bancorp merger?
The transaction has received approval from the Pennsylvania Department of Banking and Securities. The closing remains contingent on satisfying other customary closing conditions and obtaining any remaining required regulatory approvals referenced in the merger-related communication.
What were the detailed voting results for QNB Corp. (QNBC) shareholders on the merger proposal?
For the merger proposal, QNB shareholders cast 2,211,803 votes for, 60,631 votes against, and 1,635 abstentions. There were zero non-votes, and 3,733,073 shares of QNB common stock were entitled to vote at the special meeting.
Was the proposal to adjourn QNB Corp. (QNBC) special meeting used to solicit more merger votes?
No. The adjournment proposal described in the joint proxy statement/prospectus was not submitted for a vote. Sufficient votes had already been cast in favor of approving the merger agreement and related transactions, making an adjournment unnecessary.
Filing Exhibits & Attachments
2 documentsPress Releases
