QNB CORP. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. On August 19, 2026, QNB Corp. (the “ Company ”), a Pennsylvania corporation, and QNB Bank, a Pennsylvania state-chartered commercial bank and wholly-owned subsidiary of the Company (the “ Bank ”), entered into an underwriting agreement (the “ Underwriting Agreemen t”) with Brean Capital, LLC and Performance Trust Capital Partners, LLC (collectively, the “ Underwriters ”), to issue and sell 1,071,428 shares (the “ Firm Shares ”) of the Company’s common stock, par value $0.625 per share (“ Common Stock ”), at a public offering price of $42.00 per share in an underwritten public offering (the “ Offering ”). As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 160,714 shares of Common Stock (the “ Option Shares ” and, together with the Firm Shares, the “ Shares ”) at the public offering price, less underwriting discounts and commissions. The offer and sale of the Shares in the Offering was registered under the Securities Act of 1933, as amended (the “ Act ”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-298129), which was declared effective by the U.S. Securities and Exchange Commission (the “ Commission ”) on August 14, 2026, as supplemented by the prospectus supplement dated August 19, 2026. On August 20, 2026, the Underwriters notified the Company of the exercise of the Underwriters' overallotment option for all of the Option Shares. After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the Offering to be approximately $48.3 million. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include a balance sheet restructuring through the repositioning of a portion of the Company's available-for-sale fixed income securities portfolio, redemption of a portion of its subordinated notes, funding new loans and supporting its capital ratios, and its continued growth. The Offering is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Bank, customary conditions to closing, indemnification obligations of the parties