Announcement • Sep 24

QNB Corp. (OTCPK:QNBC) entered into a definitive agreement to acquire The Victory Bancorp, Inc. (OTCPK:VTYB) for $39.1 million.

QNB Corp. (OTCPK:QNBC) entered into a definitive agreement to acquire The Victory Bancorp, Inc. (OTCPK:VTYB) for $39.1 million on September 23, 2025. Under the terms of the definitive agreement, Victory shareholders would receive 0.5500 shares of QNB common stock for each share of Victory common stock they own. Any outstanding Victory options would be converted into options to purchase QNB common stock, subject to the strike price and number of options adjustments described in the definitive agreement. The combined bank and bank holding company will be headquartered in Quakertown and operate under the QNB Bank brand, Both companies have closely aligned leadership cultures dedicated to the success of our customers, communities, employees, and shareholders. The pro-forma post-merger shareholder ownership split would be approximately 76.4% for QNB and 23.6% for Victory. QNB’s board of directors will be expanded by two members to 12 directors, consisting of 10 existing directors from QNB and two newly appointed directors from Victory, including Joe Major. Randy Bimes will continue to serve as Chair of the board of directors. Joe Major will serve as Vice Chair of the combined holding company and bank board of directors. Dave Freeman, President & CEO, of QNB will continue in his role as President & CEO of the combined company. The Merger is expected to close in the fourth quarter of 2025 or first quarter of 2026, pending satisfaction of various closing conditions, including: (i) the receipt of QNB’s and Victory’s shareholders adoption and approvals; (ii) the receipt of required regulatory approvals, including the approval of the FDIC and the Pennsylvania Department of Banking and Securities; (iii) effectiveness of the registration statement on Form S-4 for the QNB Common Stock to be issued in the Merger; and (iv) the absence of any order, injunction or other legal restraint preventing or making illegal the completion of the Merger or any of the other transactions contemplated by the Merger Agreement. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including: (a) subject to certain qualifications, the accuracy of certain representations and warranties of Victory, in the case of QNB, and of QNB, in the case of Victory; and (b) performance in all material respects by Victory, in the case of QNB, and by QNB, in the case of Victory, of its respective obligations under the Merger Agreement. The Merger Agreement contains certain termination rights for both QNB and Victory, and further provides that, upon termination of the Merger Agreement under specified circumstances, Victory may be required to pay a termination fee to QNB of $1.575 million. The boards of directors of QNB and Victory have unanimously approved entry into the Merger Agreement and the transactions contemplated thereby. The transaction is projected to deliver approximately 16% EPS accretion to QNB’s 2026 estimated EPS and approximately 19% EPS accretion to QNB’s 2027 estimated EPS, inclusive of all merger synergies. The expected tangible book value earn-back period is approximately 3.3 years. Performance Trust Capital Partners, LLC acted as financial advisor to QNB and delivered a fairness opinion to the Board of Directors of QNB in connection with the transaction. Stevens & Lee served as legal counsel to QNB. The Kafafian Group, Inc. acted as exclusive financial advisor to Victory and delivered a fairness opinion to the Board of Directors of Victory in connection with the transaction. Kilpatrick Townsend & Stockton LLP served as legal counsel to Victory.

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QNB Corp. (OTCPK:QNBC) entered into a definitive agreement to acquire The Victory Bancorp, Inc. (OTCPK:VTYB) for $39.1 million.

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