Form 8-K
8-K — QNB CORP.
Accession: 0001193125-26-384550
Filed: 2026-09-08
Period: 2026-09-08
CIK: 0000750558
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — qnbc-20260908.htm (Primary)
EX-99.1 (qnbc-ex99_1.htm)
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8-K
8-K (Primary)
Filename: qnbc-20260908.htm · Sequence: 1
8-K
000075055800007505582026-09-082026-09-08
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):
September 8, 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:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock
QNBC
The Nasdaq Stock Market, LLC
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 8.01 Other Events.
On September 8, 2026, QNB Corp. (the "Company”) issued a press release announcing the execution of a strategic repositioning of a portion of its securities available-for-sale portfolio (the “Portfolio Repositioning”) which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. In the Portfolio Repositioning, the Company sold securities available-for-sale with a total amortized cost of $254.4 million and a weighted average yield of 1.59%. Net proceeds are being used to purchase high-yielding, low risk available-for-sale securities and to fund loan growth, with a blended, expected weighted average yield of 5.45%. The Company estimates the Portfolio Repositioning will result in a net pre-tax loss on the sale of securities of $26.2 million, which will be included in the Company’s financial results for the third quarter of 2026. The Company expects the pre-tax loss on the Portfolio Repositioning will be recovered over in under four years.
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 Securities and Exchange 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
99.1
Press Release of QNB Corp. announcing the completion of strategic portfolio restructuring dated September 8, 2026
104
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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.
QNB Corp.
By:
/s/ Jeffrey Lehocky
Jeffrey Lehocky
Chief Financial Officer
Dated: September 8, 2026
EX-99.1
EX-99.1
Filename: qnbc-ex99_1.htm · Sequence: 2
EX-99.1
QNB Corp. Announces the Execution of a Strategic Repositioning
QUAKERTOWN, PA (September 8, 2026) – QNB Corp. (NASDAQ: QNBC) (the “Company”), parent company of QNB Bank (the “Bank”), today announced the execution of a strategic repositioning of a portion of its available for sale (“AFS”) securities portfolio. The Company sold $254.4 million in book value of AFS securities with a weighted-average yield of 1.59%, representing approximately 46.8% of the total securities portfolio. The Company also unwound $162.0 million in notional amount of pay-fixed swaps. The Company estimates the AFS sales and swaps unwind will result in a net pre-tax loss of approximately $26.2 million, which will be included in the Company’s financial results for the third quarter of 2026.
Net proceeds are being used to purchase high-yielding, low-risk AFS securities and to fund loan growth, with a blended, expected weighted-average yield of approximately 5.45%. This repositioning is expected to have a positive impact on the Company’s tangible common equity-to-tangible assets ratio, and is expected to be accretive to earnings, net interest margin, and return on average assets in future periods. The Company expects to recover the estimated pre-tax loss in under 4 years.
The sales had no impact on shareholders’ equity or book value per share as of the date of the sale, as unrealized losses on AFS securities are already accounted for as a deduction to shareholders’ equity. Furthermore, the Company and the Bank capital levels remain above the Company’s internal minimums and those required to be categorized as well-capitalized by our bank regulators.
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
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Sep. 08, 2026
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