QNB CORP.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 16, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)
- Financial Statements
The following financial statements are included by reference in Part II, Item 8 hereof.
| Report of Independent Registered Public Accounting Firm | 55 |
|---|---|
| Consolidated Balance Sheets | 57 |
| Consolidated Statements of Income | 58 |
| Consolidated Statements of Comprehensive Income | 59 |
| Consolidated Statements of Shareholders’ Equity | 60 |
| Consolidated Statements of Cash Flows | 61 |
| Notes to Consolidated Financial Statements | 62 |
- Financial Statement Schedules
The financial statement schedules required by this Item are omitted because the information is either inapplicable, not required or is in the Consolidated Financial Statements as a part of this Report.
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- The following exhibits are incorporated by reference herein or filed with this Form 10-K:
| 2.1- | Agreement and Plan of Merger, dated as of September 23, 2025. by and between QNB Corp. and The Victory Bancorp, Inc. (Incorporated by reference to Exhibit 2.1 of the Registrant's Report on Form 8-K, SEC File No. 0-17706, filed with the Commission on September 23, 2025) |
| 3.1- | Articles of Incorporation of Registrant, as amended. (Incorporated by reference to Exhibit 3(i) of Registrant's Annual Report on Form 10-K, SEC File No. 0-17706, filed with the Commission on March 13, 2015) |
| 3.2- | By-laws of Registrant, as amended January 26, 2021. (Incorporated by reference to Exhibit 3.1 of the Registrant's Report on Form 8-K, SEC File No. 0-17706, filed with the Commission on January 27, 2021) |
| 4.1- | Description of Capital Securities (Incorporated by reference to Exhibit 4.1 of Registrant's Annual Report on Form 10-K, SEC File No. 0-17706, filed with the Commission on March 11, 2021) |
| 4.2- | Form of Subordinated Note, dated August 30, 2024. (Incorporated be reference to Exhibit 4.1 of Registrant's Current Report on Form 8-K, SEC file No. 0-17706, filed with the Commission on September 3, 2024.) |
| 10.1- | Employment Agreement between Registrant and David W. Freeman. (Incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K, SEC File No. 0-17706, filed with the Commission on December 28, 2012)* |
| 10.2- | Change of Control Agreement between Registrant and Scott G. Orzehoski. (Incorporated by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K, SEC File No. 0-17706 filed with the Commission on March 14, 2023)* |
| 10.3- | Change of Control Agreement between Registrant and Jeffrey Lehocky. (Incorporated by reference to Exhibit 10.1 of Registrant’s Annual Report on Form 8-K, SEC File No. 0-17706, filed with the Commission on November 3, 2022)* |
| 10.4- | Change of Control Agreement between Registrant and Christopher T. Cattie. (Incorporated by reference to Exhibit 10.9 of Registrant’s Annual Report on Form 10-K, SEC File No. 0-17706, filed with the Commission on March 14, 2016)* |
| 10.5- | Change of Control Agreement between Registrant and Courtney L. Covelens. (Incorporated by reference to Exhibit 10.5 of the registrant's Annual Report on Form 10-K, SEC File No. 0-17706 filed with the Commission on March 14, 2023)* |
| 10.6- | Change of Control Agreement between Registrant and Christina S. McDonald. (Incorporated by reference to Exhibit 10.6 of the registrant's Annual Report on Form 10-K, SEC File No. 0-17706 filed with the Commission on March 14, 2023* |
| 10.7- | QNB Corp 2025 Equity Incentive Plan (Incorporated by reference to Exhibit A to QNB Corp.’s proxy statement, filed April 8, 2025)* |
| 10.9- | QNB Corp. 2021 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit A to QNB Corp.’s proxy statement, filed with the Commission on April 15, 2021) |
| 10.10- | QNB Corp. 2023 Non-Employee Director Compensation Plan. (Incorporated by reference to Appendix A to QNB Corp.'s proxy statement, filed April 11, 2023)* |
| 10.11- | QNB Bank Nonqualified Deferred Compensation Plan effective August 1, 2023 (Incorporated by reference to Exhibit 10.11 of the registrant's Annual Report on Form 10-K, SEC File No. 00-17706 filed Commission on March 15, 2024)*. |
| 10.12- | Form of Subordinated Note Purchase Agreement, dated August 30, 2024. (Incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K, SEC File no. 0-17706, filed with the Commission on September 3, 2024.) |
| 19.1- | Policies and Procedures Governing Trading in Securities and Confidentiality of of Insider Information for Officers, Directors and Other Information Sensitive Employees |
| 21.1- | Subsidiaries of the Registrant |
| 23.1- | Consent of Independent Registered Public Accounting Firm |
| 31.1- | Section 302 Certification of the Chief Executive Officer |
| 31.2- | Section 302 Certification of the Chief Financial Officer |
| 32.1- | Section 906 Certification of the Chief Executive Officer |
| 32.2- | Section 906 Certification of the Chief Financial Officer |
- Indicates compensatory plan or arrangement
The following Exhibits are being furnished ** as part of this report:
| No. | Description |
| 101.INS | Inline XBRL Instance Document ** |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents ** |
| 104 | Cover page interactive data file (formatted as inline XBRL and continued in Exhibit 101). |
** These interactive data files are being furnished as part of this Annual Report, and, in accordance with Rule 402 of Regulation S-T, shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ David W. Freeman |
| David W. Freeman | |
| Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated
| /s/ Randy S. Bimes | Director, Chairman | March 16, 2026 |
|---|---|---|
| Randy S. Bimes | ||
| /s/ David W. Freeman | Chief Executive Officer, | March 16, 2026 |
| David W. Freeman | Principal Executive | |
| Officer and Director | ||
| /s/ Autumn R. Bayles | Director | March 16, 2026 |
| Autumn R. Bayles /s/ Laurie A. Bergman | Director | March 16, 2026 |
| Laurie A. Bergman | ||
| /s/ Kenneth F. Brown, Jr. | Director | March 16, 2026 |
| Kenneth F. Brown, Jr. | ||
| /s/ Gerald E.Gorski | Director | March 16, 2026 |
| Gerald E. Gorski | ||
| /s/ Jennifer L. Mann | Director | March 16, 2026 |
| Jennifer L. Mann | ||
| /s/ Ranajoy Ray-Chaudhuri | Director | March 16, 2026 |
| Ranajoy Ray-Chaudhuri | ||
| /s/ Randall E. Stauffer | Director | March 16, 2026 |
| Randall E. Stauffer | ||
| /s/ W. Randall Stauffer | Director | March 16, 2026 |
| W. Randall Stauffer | ||
| /s/ Scott R. Stevenson | Director | March 16, 2026 |
| Scott R. Stevenson | ||
| /s/ Jeffrey Lehocky | Chief Financial Officer | March 16, 2026 |
| Jeffrey Lehocky | (Principal Financial Officer) | |
| /s/ Mary E. Liddle | Chief Accounting Officer | March 16, 2026 |
| Mary E. Liddle | (Principal Accounting Officer) | |
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