QNB Corp. to Acquire The Victory Bancorp, Inc. in All-Stock Merger Valued at Approximately $41 Million

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QNB Corp. is set to acquire The Victory Bancorp, Inc. in an all-stock merger, a significant strategic move that will expand QNB's scale and market presence in southeast Pennsylvania. The transaction, valued at approximately $41 million, involves a fixed exchange ratio of 0.5500 shares of QNB common stock for each Victory share. This represents a substantial premium for Victory shareholders and will result in approximately 22.8% dilution for existing QNB shareholders. While the merger is expected to create a larger, more competitive banking franchise with enhanced product capabilities, QNB anticipates incurring notable pre-tax transaction expenses of $8.3 million. The integration of key Victory executives into QNB's board and management is expected to facilitate a smoother transition. The deal is subject to regulatory and shareholder approvals, with both boards unanimously recommending the merger.

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• All-Stock Merger Agreement

  QNB Corp. will acquire The Victory Bancorp, Inc. in an all-stock merger, with Victory merging into QNB and its banking subsidiary merging into QNB Bank.

• Fixed Exchange Ratio and Valuation

  Each Victory share will convert into 0.5500 shares of QNB common stock. Based on QNB's closing price of $35.60 on September 22, 2025, the implied value per Victory share was $19.58, representing a 61.15% premium over Victory's closing price of $12.15 on the same date. The total transaction value is approximately $41 million.

• Shareholder Dilution

  Former Victory shareholders are expected to own approximately 22.8% of the combined company, leading to significant dilution for existing QNB shareholders.

• Leadership Integration

  Joseph W. Major (Victory's CEO) and one other Victory director will join QNB's board, with Mr. Major also becoming Vice Chair of both QNB and QNB Bank boards and Chair of the Strategic Planning Committee.

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QNB Corp. is set to acquire The Victory Bancorp, Inc. in an all-stock merger, a significant strategic move that will expand QNB's scale and market presence in southeast Pennsylvania. The transaction, valued at approximately $41 million, involves a fixed exchange ratio of 0.5500 shares of QNB common stock for each Victory share. This represents a substantial premium for Victory shareholders and will result in approximately 22.8% dilution for existing QNB shareholders. While the merger is expected to create a larger, more competitive banking franchise with enhanced product capabilities, QNB anticipates incurring notable pre-tax transaction expenses of $8.3 million. The integration of key Victory executives into QNB's board and management is expected to facilitate a smoother transition. The deal is subject to regulatory and shareholder approvals, with both boards unanimously recommending the merger.