QNB CORP. 8-K

What Happened

• QNB CORP. (QNBC) announced it completed its previously announced merger with Victory effective April 1, 2026. Victory merged into QNB CORP., and Victory’s subsidiary The Victory Bank merged into QNB Bank, with QNB Bank as the surviving bank.
• Under the merger terms, each outstanding share of Victory common stock was converted into the right to receive 0.5500 shares of QNB CORP. common stock (cash paid in lieu of fractional shares). QNB’s existing common shares were unaffected.

Key Details

• Effective date of the merger: April 1, 2026.
• Exchange ratio: 0.5500 shares of QNB CORP. stock per Victory common share; fractional shares settled in cash.
• Board changes: Joseph W. Major appointed as Class I director and Vice Chairman of the Board (also Chair of the Strategic Planning Committee and Vice Chair of the Bank Board); Kevin L. Johnson appointed as Class III director.
• Executive compensation/commitment: QNB, the Bank and Mr. Major entered a 24‑month consulting and non‑competition agreement: $665,865 payment plus reimbursement of reasonable out‑of‑pocket expenses.
• Corporate governance: QNB amended bylaws (Sections 2.9, 4.1, 4.3, 4.6) to provide for the Vice Chairman role. A press release was filed as Exhibit 99.1.

Why It Matters

• This is a completed acquisition/merger transaction that transfers Victory’s shareholders into QNB equity at a fixed exchange ratio and consolidates Victory Bank operations into QNB Bank.
• Investors should note the governance changes (two new directors, creation of a Vice Chairman role) and the one‑time consulting/non‑compete payment to Mr. Major, which are disclosed corporate costs tied to the transaction.
• The filing references the full merger agreement and amended bylaws as exhibits, which provide additional detail on terms, and investors may review those exhibits for deeper financial and integration information.