Announcement • Apr 03

Ballston Spa Bancorp, Inc. (OTCPK:BSPA) completed the acquisition of NBC Bancorp, Inc. (OTCPK:NCXS) from group of shareholders.

Ballston Spa Bancorp, Inc. (OTCPK:BSPA) agreed to acquire NBC Bancorp, Inc. (OTCPK:NCXS) from group of shareholders for $26 million on September 23, 2025. In a stock-for-stock exchange, NBC shareholders will receive 0.8065 shares of BSNB stock for each share of NBC stock in a tax-free exchange. BSNB shareholders will own approximately 66% of the combined company and NBC shareholders will own 34%, equal to each company's contribution of tangible book value to the combined entity. Based on the current stock price of BSNB of $68.21 per share, the total transaction value is approximately $26.0 million. BSNB intends to raise approximately $20 million of subordinated debt prior to closing of the transaction, in order to provide additional capital to fund growth opportunities for the bank in its markets. Parties jointly announced a strategic merger of equals whereby the banks will combine forces and create a $1.3 billion community bank serving the greater Capital District and surrounding markets. The combined bank will conduct business under the BSNB charter, with the NBC locations known as "Coxsackie Bank, a division of Ballston Spa National Bank." In case of termination NBC Bancorp will pay $0.95 million. In connection with the closing of the merger, John A. Balli, the former President and CEO of NBC, has become Senior Executive Leader of the combined bank, and Caitlin McCrea, former SVP and Chief Financial Officer of NBC, has become SVP of Finance and Reporting for the combined bank. In addition, the combined bank and holding company boards of directors of BSNB welcome Aaron P. Flach, Carl A. Florio, Donald G. Persico and Joseph H. Warren, formerly NBC directors. The combined company's Board of Directors will consist of nine directors from BSNB and four directors from NBC. Richard P. Sleasman, the current Chairman of BSNB's Board of Directors, will serve as Chairperson of the Board of the combined company and the combined bank. The combined holding company will be known as Ballston Spa Bancorp, Inc. and trade under its existing symbol of BSPA. Ballston Spa Bancorp, Inc. currently trades on OTCPK and intends to apply to be quoted on the OTCQX in anticipation of closing. The Boards of Directors of both companies have unanimously approved the transaction, and all board members from both sides have agreed to vote their shares in favor of the merger. Completion of the merger is subject to customary closing conditions, including approval of the banking agencies and shareholders of both companies, subject to antitrust, effectiveness of registration statement and closing is expected to occur in the second quarter of 2026. As on February 12, 2026, the transaction has received regulatory approvals. As on March 23, 2026, shareholders of Ballston Spa Bancorp, Inc and NBC Bancorp, Inc. have approved the transaction and merger is expected to complete on April 1, 2026. Griffin Financial Group, LLC, served as exclusive financial advisor to Ballston Spa and rendered a fairness opinion to its Board of Directors, will receive a fee of $0.125 million for opinion provided and $0.25 million for advisory, while Jeffrey M. Cardone, Marc P. Levy, Max Seltzer and Brendan Clegg of Luse Gorman, PC served as legal counsel to BSNB. Janney Montgomery Scott, LLC served as exclusive financial advisor to NBC and rendered a fairness opinion to its Board of Directors, will receive a fee of $0.125 million for opinion provided and $0.25 million for advisory, and Kenneth J. Rollins of Pillar + Aught served as legal counsel to NBC. ClearTrust, LLC acted as transfer agent to ClearTrust, LLC. Alliance Advisors LLC served as proxy solicitors to Ballston Spa and NBC Bancorp. Brean Capital, LLC acted as financial advisor to NBC Bancorp, Inc. Ballston Spa Bancorp, Inc. (OTCPK:BSPA) completed the acquisition of NBC Bancorp, Inc. (OTCPK:NCXS) from group of shareholders on April 1, 2026.

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Ballston Spa Bancorp, Inc. (OTCPK:BSPA) completed the acquisition of NBC Bancorp, Inc. (OTCPK:NCXS) from group of shareholders.

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