Form 8-K

8-K — QNB CORP.

Accession: 0001193125-26-321023

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0000750558

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — qnbc-20260728.htm (Primary)

EX-99.1 (qnbc-ex99_1.htm)

GRAPHIC (img160341895_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: qnbc-20260728.htm · Sequence: 1

8-K

0000750558NONE00007505582026-07-282026-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

July 28,2026

QNB Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania

0-17706

23-2318082

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

15 North Third Street, P.O. Box 9005, Quakertown, PA 18951-9005

(Address of principal executive offices, including zip code)

(215) 538-5600

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

QNBC

N/A

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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 2.02

Results of Operations and Financial Condition

On July 28, 2026, QNB Corp. announced its consolidated financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Item, as well as Exhibit 99.1, referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 unless specifically incorporated in such filing.

Item 9.01

Financial Statements and Exhibits

The following exhibits are filed herewith:

Exhibit No.

Description

99.1

News release disseminated on July 28, 2026 by QNB Corp.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

QNB Corp.

By:

/s/ Jeffrey Lehocky

Jeffrey Lehocky

Chief Financial Officer

Dated: July 28, 2026

EX-99.1

Filename: qnbc-ex99_1.htm · Sequence: 2

EX-99.1

PO Box 9005

Quakertown, PA 18951-9005

215.538.5600

800.491.9070

QNBBank.com

FOR IMMEDIATE RELEASE

QNB CORP. REPORTS

EARNINGS FOR SECOND QUARTER 2026

QUAKERTOWN, PA (July 28, 2026) QNB Corp. (the “Company” or “QNB”) (OTCQX: QNBC), the parent company of QNB Bank (the “Bank”), reported net income for the second quarter of 2026 of $3,015,000 or $0.60 per share on a diluted basis. The acquisition of Victory Bancorp, Inc. ("Victory"), a highly complementary community banking franchise headquartered in Limerick, Pennsylvania, was officially closed on April 1, 2026, creating a franchise with nearly $2.4 billion in assets and expanding our presence deeper into Montgomery County. This strategic combination brings together two relationship-focused institutions with shared values, similar operating cultures, and strong community ties. Results for the three and six months of 2026 include three months of post-merger activity related to the acquisition of Victory. Net income for the second quarter of 2026 included merger-related cost, net of tax, of $2,227,000. Excluding the impact of the merger-related costs, net income was $ 5,242,000 and adjusted diluted earnings per share was $1.05*. This compares to net income of $3,883,000, or $1.04 per share on a diluted basis, for the same period in 2025. For the six months ended June 30, 2026, QNB reported net income of $5,780,000, or $1.32 per share on a diluted basis. Net income included merger-related costs, net of tax, of $3,249,000. Excluding the impact of the merger-related cost, net income was $ 9,029,000 and adjusted diluted earnings per share was $2.06*. This compares to net income of $6,461,000, or $1.74 per share on a diluted basis, reported for the same period in 2025. The merger-related costs are significant one-time costs and are not normal recurring operating expenses.

For the second quarter ended June 30, 2026, the annualized rate of return on average assets (ROAA) and average shareholders’ equity (ROAE) was 0.50% and 6.65%, respectively. Adjusted ROAA and ROAE, excluding the impact of the merger-related cost, for the three-month period of 2026 was 0.88% and 11.56%, respectively*. This compares with 0.83% and 14.25%, respectively, for the second quarter 2025. For the six months ended June 30, 2026, QNB reported ROAA and ROAE was 0.54% and 7.38%, respectively. Adjusted ROAA and ROAE, excluding the impact of the merger-related cost, for the six-month period of 2026 was 0.85% and 11.54%, respectively*. This compares with 0.69% and 12.02%, respectively, for the same period in 2025.

* QNB uses non-GAAP financial information in its analysis of performance. These non-GAAP ratios and calculations provide a better understanding of ongoing operations and comparability with prior period results by showing the effects of significant gains and charges in the periods presented. QNB believes that investors may use these non-GAAP measures to analyze QNB’s financial performance without the impact of unusual items or events that may obscure trends. This non-GAAP data is not a substitute for GAAP results and should be considered in addition to results prepared in accordance with GAAP. Non-GAAP financial measures include risks as companies might calculate these measures differently and persons might disagree as to the appropriateness of items included in these measures. Please see attached table "Impact of Merger-Related Costs--GAAP to Non-GAAP Measure Reconciliation."

The operating performance of the Bank, a wholly-owned subsidiary of QNB Corp., included three months of post-merger activity and improved for the quarter ended June 30, 2026, in comparison with the same period in 2025, due primarily to improvement in the interest margin causing a $6,072,000 increase in net interest income and a $499,000 increase in non-interest income; this was partly offset by an increase in non-interest expense of $6,377,000 of which $2,677,000 was due to merger-related costs. The contribution from QNB Corp., which

included three months of post-merger activity, for the quarter ended June 30, 2026, declined compared with the same period in 2025, primarily due to a decrease in net interest income of $400,000, related to the subordinated debt acquired in the acquisition, and an increase in non-interest expense of $790,000, primarily due to merger-related expenses of $407,000.

The following table presents disaggregated net income (loss):

Three months ended,

Six months ended,

6/30/2026

6/30/2025

Variance

6/30/2026

6/30/2025

Variance

QNB Bank

4,575,000

4,679,000

(104,000

)

8,334,000

7,971,000

363,000

QNB Corp

(1,560,000

)

(796,000

)

(764,000

)

(2,554,000

)

(1,510,000

)

(1,044,000

)

Consolidated net income

3,015,000

3,883,000

(868,000

)

5,780,000

6,461,000

(681,000

)

Adjusted Consolidated net income excluding impact of merger-related costs (Non-GAAP*)

5,242,000

3,883,000

1,359,000

9,029,000

6,461,000

2,568,000

Total assets as of June 30, 2026 were $2,398,970,000 compared with $1,906,005,000 at December 31, 2025. Loans receivable increased to $1,716,599,000 and total deposits increased to $2,067,151,000.

“Our second-quarter results reflect the strength of our core banking franchise and the successful completion of the Victory Bancorp acquisition,” said Dave Freeman, President and Chief Executive Officer. “While reported earnings were impacted by merger-related expenses, adjusted results demonstrated meaningful earnings growth driven by higher net interest income, improved net interest margin, and the addition of a quality loan and deposit portfolio. We are pleased with the early results of the integration and remain focused on delivering long-term value for our shareholders, customers, and communities.”

Net Interest Income and Net Interest Margin

Net interest income for the quarter ended June 2026 totaled $18,351,000, an increase of $5,699,000, from the same period in 2025. Tax-equivalent net interest margin was 3.16% for the second quarter of 2026 and 2.69% for the same period in 2025, an increase of 47 basis points. Tax-equivalent net interest margin was 3.00% for the six months ended June 30, 2026, compared with 2.60% for the same period in 2025.

The yield on earning assets was 5.26% for the second quarter of 2026 compared to 4.90% for the second quarter of 2025, an increase of 36 basis points. For the six-month period ended June 30, 2026, the yield on earning assets was 5.06%, compared with 4.85% for the same period in 2025; an increase of 21 basis points.

The cost of interest-bearing liabilities was 2.54% for the second quarter ended June 30, 2026, compared with 2.68% for the same period in 2025, a decrease of 14 basis points. For the six-month period ended June 30, 2026, the cost of interest-bearing liabilities was 2.49%, compared with 2.72% for the same period in 2025, a decrease of 23 basis points.

Quarterly average loan growth of $493,981,000 was offset by an increase in average deposits of $426,776,000 an increase in subordinated debt of $14,850,000 and an increase in shareholders' equity of $72,612,000, primarily due to the acquisition as $408,379,000 in loans, $409,165,000 in deposits and $47,101,000 in equity were added upon the close of the Victory merger. Loan growth was primarily in commercial real estate, which comprised 54.4% of average earning assets in the second quarter of 2026 compared with 45.5% for the same period in 2025, and the increases in both rates and volume in commercial real estate loans contributed to the 29 basis-point increase in the yield on loans. The average rate paid on interest-bearing deposits decreased 12 basis points. The ten basis point decrease in the rate on subordinated debt was due to volume.

Asset Quality, Provision for Credit Losses on Loans and Allowance for Credit Losses

QNB recorded a $218,000 provision for credit losses on loans in the second quarter of 2026 compared to a $145,000 reversal of provision in the second quarter of 2025. QNB recorded a $521,000 provision for credit losses on loans in the six months ended June 30, 2026 compared to a $406,000 provision in the same period of 2025. QNB added $3,020,00 in allowance for credit losses due to the acquisition. QNB's allowance for credit losses on loans of $12,770,000 represents 0.74% of loans receivable at June 30, 2026, compared to $9,215,000, or 0.73% of loans receivable at December 31, 2025. Net loan recoveries were $1,000 for the quarter ended June 30, 2026, compared with recoveries of $16,000 for the same period in 2025. Net recoveries for the six months ended June 30, 2026 were $14,000 compared with recoveries of $19,000 for the same period of 2025.

Total non-performing loans, which represent loans on non-accrual status and loans past due 90 days or more and still accruing interest, were $10,418,000, or 0.61% of loans receivable at June 30, 2026, compared with $8,793,000, or 0.70% of loans receivable at December 31, 2025. The increase was primarily due to two commercial and one retail customer. In cases where there is a collateral shortfall on non-accrual loans, specific reserves have been established based on updated collateral values even if the borrower continues to pay in accordance with the terms of the agreement. At June 30, 2026, $7,832,000, or approximately 75% of the loans classified as non-accrual, are current or past due less than 30 days. Commercial loans classified as substandard or doubtful loans totaled $49,159,000 at June 30, 2026, compared with $39,516,000 at December 31, 2025, an increase of $9,937,000 which includes $6,475,000 of commercial real estate loans and $3,808,000 of commercial and industrial loans acquired.

Non-Interest Income

Total non-interest income for 2026 includes three months of impact from the acquisition. Noninterest income was $2,139,000 for the second quarter of 2026 compared with $1,652,000 for the same period in 2025; and $3,940,000 for the six months ended June 30, 2026 compared with $3,236,000 for the same period of 2025. The Bank also completed the exchange offer to convert its Visa B-2 shares to B-3 and C shares; the Bank subsequently converted one-third of the Visa C shares to Visa A shares and recorded a $268,000 unrealized gain. Non-interest income for the three- and six-months ended June 30, 2026 also included $96,000 of realized gains on the sales of investment securities and a $303,000 loss on the termination of an interest-rate swap acquired in the acquisition.

Fees for services to customers increased $173,000 for the quarter ended June, 2026, as overdraft fees increased $44,000 and other deposit-related fees increased $127,000. ATM and debit card income increased $87,000. Retail brokerage and advisory income increased $8,000 for the same period. Other non-interest income increased $126,000 for the same period due to an increase in bank-owned life insurance of $52,000, an increase in letter of credit fees of $44,000 and an increase in gains on sales of loans of $32,000.

Fees for services to customers increased $239,000 for the six months ended June, 2026, as overdraft fees increased $97,000 and other deposit-related fees increased $142,000. ATM and debit card income increased $172,000. Retail brokerage and advisory income increased $70,000 for the same six-month period. Other non-interest income increased $140,000 for the six-month period due to an increase in bank-owned life insurance of $57,000, an increase in letter of credit fees of $43,000 and an increase in gains on sales of loans of $22,000.

Non-Interest Expense

Total non-interest expense for 2026 includes three months of impact from the acquisition. Total non-interest expense was $16,436,000 for the second quarter of 2026 compared with $9,562,000 for the same period in 2025. Excluding pre-tax merger-related costs of $3,084,000, non-interest expense increased $3,790,000 for the second quarter of 2026, compared to the same period in 2025. Total non-interest expense was $27,574,000 for the six months ended June 30, 2026 compared with $18,931,000 for the same period in 2025. Excluding pre-tax merger-related costs of $3,972,000, non-interest expense increased $4,671,000 for the six months ended June 30, 2026, compared to the same period in 2025.

Salaries and benefits expense increased $1,949,000 to $7,200,000 in the second quarter of 2026, compared to the same period in 2025. Salary expense and related payroll taxes increased $1,570,000 to $6,017,000 and benefits expense increased $379,000 to $1,183,000 when comparing the two periods.

For the second quarter of 2026, net occupancy and furniture and equipment expense increased $508,000 to $2,189,000; software maintenance increased $291,000, rental expense increased $135,000 and other maintenance, utilities and costs increased $82,000. Other non-interest expense for the second quarter increased $1,333,000 due to an increase in third-party services of $405,000, core deposit amortization of $332,000, bank shares tax increased $205,000, business development cost increased $82,000, director fees increased $65,000, debit card expense increased $50,000, courier expense increased $36,000, FDIC insurance increased $33,000, communications and supplies increased $30,000, additional make-whole agreement reserve of $23,000 related the Visa stock exchange, regulatory assessments increased $22,000 and various other expenses increased a net total of $50,000. Six-month results for non-interest expense are similar to those discussed for the second quarter of 2026.

Income Taxes

Provision for income taxes decreased $188,000 to $817,000 in the second quarter of 2026 and decreased $105,000 to $1,524,000 for the six months ended June 30, 2026, due to lower taxable income, compared with the same periods in 2025. The effective tax rate increased for both the three- and six-month periods ended June 30, 2026 to 21.3% and 20.9%, respectively, from 20.6% and 20.1% for the same periods in 2025, respectively, due non-taxable merger-related costs.

About the Company

QNB Corp. is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania. QNB 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 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.

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 lA. 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.

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

QNB Corp.

Consolidated Selected Financial Data (unaudited)

(Dollars in thousands)

Balance Sheet (Period End)

6/30/26

3/31/26

12/31/25

9/30/25

6/30/25

Assets

2,398,970

1,923,123

1,906,005

1,903,244

1,884,828

Cash and cash equivalents

79,340

56,603

50,297

66,331

66,471

Investment securities

Debt securities, AFS

516,978

528,007

542,830

538,318

544,262

Loans held-for-sale

395

1,199

246

—

1,166

Loans receivable

1,716,599

1,282,773

1,262,074

1,246,529

1,218,539

Allowance for credit losses on loans

(12,770

)

(9,531

)

(9,215

)

(9,255

)

(9,169

)

Net loans

1,703,829

1,273,242

1,252,859

1,237,274

1,209,370

Deposits

2,067,151

1,653,431

1,642,511

1,681,540

1,651,667

Demand, non-interest bearing

266,120

187,580

189,957

189,492

201,460

Interest-bearing demand, money market and savings

1,367,300

1,099,480

1,076,757

1,104,761

1,060,688

Time

433,731

366,371

375,797

387,287

389,519

Short-term borrowings

75,428

86,806

80,601

48,703

67,464

Long-term debt

—

Subordinated debt

54,018

39,318

39,268

39,218

39,168

Shareholders' equity

183,514

131,384

129,563

121,487

113,269

Asset Quality Data (Period End)

Non-accrual loans

10,418

9,614

8,793

8,947

Loans past due 90 days or more and still accruing

—

Non-performing loans

10,418

9,614

8,793

8,947

Other real estate owned and repossessed assets

—

Non-performing assets

10,418

9,614

8,793

8,947

Allowance for credit losses on loans

12,770

9,531

9,215

9,255

9,169

Non-performing loans / Loans excluding held-for-sale

0.61

0.75

0.70

0.72

0.73

Non-performing assets / Assets

0.43

0.50

0.46

0.47

Allowance for credit losses on loans / Loans excluding held-for-sale

0.74

0.73

0.74

0.75

QNB Corp.

Consolidated Selected Financial Data (unaudited)

(Dollars in thousands, except per share data)

Three months ended,

Six months ended,

For the period:

6/30/26

3/31/26

12/31/25

9/30/25

6/30/25

6/30/26

6/30/25

Interest income

30,631

22,476

23,812

23,518

23,110

53,107

45,308

Interest expense

12,280

9,367

9,770

10,520

10,458

21,647

21,119

Net interest income

18,351

13,109

14,042

12,998

12,652

31,460

24,189

(Reversal of) provision for credit losses

222

300

(48

)

(146

)

522

404

Net interest income after provision for credit losses

18,129

12,809

14,090

12,905

12,798

30,938

23,785

Non-interest income:

Fees for services to customers

658

513

533

521

485

1,171

932

ATM and debit card

811

741

835

776

724

1,552

1,380

Retail brokerage and advisory income

148

203

171

196

140

351

281

Net gain on sale of securities

—

Net unrealized gain on equity securities

268

—

268

—

Net loss on interest-rate swap termination

(303

)

—

(303

)

—

Net (loss) gain on sale of loans

—

Other

425

336

335

313

299

761

621

Total non-interest income

2,139

1,801

1,874

1,847

1,652

3,940

3,236

Non-interest expense:

Salaries and employee benefits

7,200

5,616

5,730

5,248

5,251

12,816

10,283

Net occupancy and furniture and equipment

2,189

1,892

1,649

1,688

1,681

4,081

3,417

Merger-related expense

3,084

888

619.00

519.00

—

3,972

—

Other

3,963

2,742

2,696

2,727

2,630

6,705

5,231

Total non-interest expense

16,436

11,138

10,694

10,182

9,562

27,574

18,931

Income before income taxes

3,832

3,472

5,270

4,570

4,888

7,304

8,090

Provision for income taxes

817

707

1,289

922

1,005

1,524

1,629

Net income

3,015

2,765

3,981

3,648

3,883

5,780

6,461

Share and Per Share Data:

Net income - basic

0.61

0.74

1.07

0.98

1.05

1.32

1.74

Net income - diluted

0.60

0.73

1.06

0.98

1.04

1.32

1.74

Book value

36.87

34.72

34.65

32.59

30.46

36.87

30.46

Cash dividends

0.39

0.38

0.78

0.76

Average common shares outstanding -basic

4,968,665

3,760,664

3,730,591

3,721,501

3,710,878

4,368,001

3,705,396

Average common shares outstanding -diluted

5,001,610

3,775,579

3,745,230

3,735,993

3,724,808

4,390,153

3,718,513

Selected Ratios:

Return on average asset

0.50

0.59

0.83

0.76

0.83

0.54

0.69

Return on average shareholders' equity

6.65

8.40

12.52

12.49

14.25

7.38

12.02

Net interest margin (tax equivalent)

3.16

2.82

2.95

2.72

2.69

3.00

2.60

Efficiency ratio (tax equivalent)

79.90

73.97

66.79

68.09

66.39

77.39

68.43

Average shareholders' equity to total average assets

7.59

6.99

6.64

6.09

5.79

7.33

5.77

Net loan (recoveries) charge-offs

)

(13

)

(16

)

(14

)

(19

)

Net loan (recoveries) charge-offs-annualized / Average loans excluding held-for-sale

0.00

-0.01

0.00

Balance Sheet (Average)

Assets

2,395,752

1,909,962

1,901,870

1,904,529

1,887,138

2,154,199

1,880,127

Investment securities

587,867

596,894

604,727

612,204

621,128

592,355

623,827

Loans receivable

1,709,599

1,273,380

1,249,481

1,224,490

1,216,011

1,492,696

1,213,173

Deposits

2,074,766

1,638,840

1,671,921

1,678,118

1,647,990

1,858,007

1,640,634

Shareholders' equity

181,911

133,514

126,202

115,907

109,299

157,846

108,406

QNB Corp. (Consolidated)

Average Balances, Rate, and Interest Income and Expense Summary (Tax-Equivalent Basis)

Three Months Ended

June 30, 2026

June 30, 2025

Average

Balance

Rate

Interest

Balance

Rate

Interest

Assets

Federal funds sold

1,163

3.63

—

0.00

—

Investment securities:

U.S. Treasury

20,812

3.68

191

21,032

4.24

223

U.S. Government agencies

75,972

1.18

224

75,963

1.18

224

State and municipal

104,927

2.35

617

105,090

2.88

756

Mortgage-backed and CMOs

318,255

1.95

1,551

354,349

2.46

2,184

Corporate debt securities and mutual funds

67,798

5.90

1,000

64,694

6.38

1,031

Equities

103

Total investment securities

587,867

2.44

3,583

621,128

2.84

4,418

Loans:

Commercial real estate

1,276,622

6.31

20,097

863,096

5.94

12,775

Residential real estate

122,950

4.63

1,424

114,600

4.38

1,255

Home equity loans

102,997

6.13

1,575

70,666

6.41

1,130

Commercial and industrial

181,167

7.12

3,213

145,261

7.41

2,682

Consumer loans

5,328

7.59

101

3,355

7.70

Tax-exempt loans

21,242

5.31

281

19,347

4.23

205

Total loans, net of unearned income*

1,710,306

6.26

26,691

1,216,325

5.97

18,112

Other earning assets

45,439

4.05

429

61,355

4.45

680

Total earning assets

2,344,775

5.26

30,714

1,898,808

4.90

23,210

Cash and due from banks

28,030

13,806

Accumulated other comprehensive loss, net of tax

(45,720

)

(59,921

)

Allowance for credit losses on loans

(12,668

)

(9,376

)

Other assets

81,335

43,864

Total assets

2,395,752

1,887,181

Liabilities and Shareholders' Equity

Interest-bearing deposits:

Interest-bearing demand

483,798

1.19

1,438

376,735

0.94

888

Municipals

150,200

3.26

1,222

146,214

3.92

1,427

Money market

386,952

2.79

2,691

259,621

2.88

1,862

Savings

352,087

1.55

1,361

281,076

1.29

901

Time < $250

358,826

3.30

2,956

334,437

3.79

3,159

Time > $250

82,968

3.56

736

51,832

4.08

527

Total interest-bearing deposits

1,814,831

2.30

10,404

1,449,915

2.42

8,764

Short-term borrowings

69,006

3.46

596

70,942

3.90

689

Long-term debt

—

5,495

4.79

Subordinated debt

53,991

9.48

1,280

39,141

9.58

938

Total borrowings

122,997

6.12

1,876

115,578

5.88

1,694

Total interest-bearing liabilities

1,937,828

2.54

12,280

1,565,493

2.68

10,458

Non-interest-bearing deposits

259,935

198,075

Other liabilities

16,078

14,314

Shareholders' equity

181,911

109,299

Total liabilities and

shareholders' equity

2,395,752

1,887,181

Net interest rate spread

2.72

2.22

Margin/net interest income

3.16

18,434

2.69

12,752

Tax-exempt securities and loans were adjusted to a tax-equivalent basis and are based on the Federal corporate tax rate of 21%

Non-accrual loans and investment securities are included in earning assets.

* Includes loans held-for-sale

QNB Corp. (Consolidated)

Average Balances, Rate, and Interest Income and Expense Summary (Tax-Equivalent Basis)

Six Months Ended

June 30, 2026

June 30, 2025

Average

Balance

Rate

Interest

Balance

Rate

Interest

Assets

Federal funds sold

585

3.63

—

0.00

—

Investment securities:

U.S. Treasury

20,819

3.70

382

20,596

4.31

440

U.S. Government agencies

75,971

1.18

448

75,962

1.18

448

State and municipal

104,727

2.33

1,220

105,172

2.87

1,510

Mortgage-backed and CMOs

321,556

1.93

3,099

358,969

2.45

4,392

Corporate debt securities and mutual funds

69,230

5.86

2,028

63,128

6.62

2,089

Equities

—

Total investment securities

592,355

2.42

7,177

623,827

2.85

8,879

Loans:

Commercial real estate

1,094,783

6.18

33,541

860,363

5.82

24,844

Residential real estate

122,661

4.59

2,816

114,436

4.36

2,493

Home equity loans

89,839

6.00

2,674

69,327

6.41

2,204

Commercial and industrial

161,296

7.08

5,661

146,962

7.41

5,399

Consumer loans

4,137

7.70

158

3,400

7.69

130

Tax-exempt loans

20,444

5.09

516

19,073

4.19

397

Total loans, net of unearned income*

1,493,160

6.13

45,366

1,213,561

5.89

35,467

Other earning assets

41,293

3.82

783

54,536

4.44

1,202

Total earning assets

2,127,393

5.06

53,337

1,891,924

4.85

45,548

Cash and due from banks

20,505

13,517

Accumulated other comprehensive loss, net of tax

(45,094

)

(59,954

)

Allowance for credit losses on loans

(10,992

)

(9,059

)

Other assets

62,387

43,699

Total assets

2,154,199

1,880,127

Liabilities and Shareholders' Equity

Interest-bearing deposits:

Interest-bearing demand

441,756

1.08

2,369

378,504

0.98

1,832

Municipals

142,712

3.23

2,285

147,887

3.93

2,883

Money market

321,450

2.69

4,294

257,952

2.88

3,680

Savings

318,359

1.43

2,264

280,371

1.29

1,794

Time < $250

337,703

3.34

5,594

333,536

3.89

6,442

Time > $250

71,069

3.59

1,266

50,317

4.19

1,045

Total interest-bearing deposits

1,633,049

2.23

18,072

1,448,567

2.46

17,676

Short-term borrowings

76,249

3.59

1,358

59,300

3.90

1,145

Long-term debt

—

17,735

4.74

423

Subordinated debt

46,681

9.50

2,217

39,117

9.59

1,875

Total borrowings

122,930

5.86

3,575

116,152

5.98

3,443

Total interest-bearing liabilities

1,755,979

2.49

21,647

1,564,719

2.72

21,119

Non-interest-bearing deposits

224,958

192,067

Other liabilities

15,416

14,935

Shareholders' equity

157,846

108,406

Total liabilities and

shareholders' equity

2,154,199

1,880,127

Net interest rate spread

2.57

2.13

Margin/net interest income

3.00

31,690

2.60

24,429

Tax-exempt securities and loans were adjusted to a tax-equivalent basis and are based on the Federal corporate tax rate of 21%

Non-accrual loans and investment securities are included in earning assets.

* Includes loans held-for-sale

QNB Corp.

Consolidated Selected Financial Data (unaudited)

Impact of Merger-Related Costs--GAAP to Non-GAAP Measure Reconciliation

(Dollars in thousands, except per share data)

Three months ended,

Six months ended,

For the period:

6/30/2026

6/30/2025

Variance

6/30/2026

6/30/2025

Variance

Net income (GAAP)

3,015

3,883

(868

)

5,780

6,461

(681

)

Merger-related costs

3,084

—

3,084

3,972

—

3,972

Income tax benefit

(857

)

—

(857

)

(723

)

—

(723

)

Merger-related costs, net of tax

2,227

—

2,227

3,249

—

3,249

Net income excluding impact of merger-related costs (Non-GAAP)

5,242

3,883

1,359

9,029

6,461

2,568

Share and Earnings Per Share (EPS) Data:

Basic:

EPS using Net income (GAAP)

0.61

1.05

(0.44

)

1.32

1.74

(0.42

)

EPS using Net income excluding impact of merger-related costs (Non-GAAP)

1.06

1.05

0.01

2.06

1.74

0.32

Fully-diluted:

EPS using Net income (GAAP)

0.60

1.04

(0.44

)

1.32

1.74

(0.42

)

EPS using Net income excluding impact of merger-related costs (Non-GAAP)

1.05

1.04

0.01

2.06

1.74

0.32

Average common shares outstanding -basic

4,968,665

3,710,878

4,368,001

3,705,396

Average common shares outstanding -diluted

5,001,610

3,724,808

4,390,153

3,718,513

Selected Ratios:

Return on Average Assets (ROAA):

ROAA using Net income (GAAP)

0.50

0.83

-33 bp

0.54

0.69

-15 bp

ROAA using Net income excluding impact of merger-related costs (Non-GAAP)

0.88

0.83

5 bp

0.85

0.69

16 bp

Return on Average Equity (ROAE):

ROAE using Net income (GAAP)

6.65

14.25

-760 bp

7.38

12.02

-464 bp

ROAE using Net income excluding impact of merger-related costs (Non-GAAP)

11.56

14.25

-269 bp

11.54

12.02

-48 bp

Efficiency Ratio:

Efficiency Ratio (GAAP)

79.90

66.39

1351 bp

77.39

68.43

896 bp

Efficiency Ratio excluding impact of merger-related costs (Non-GAAP)

64.90

66.39

-149 bp

66.24

68.43

-219 bp

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Document and Entity Information

Jul. 28, 2026

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