Shareholders of QNB Corp. and Victory Bancorp voted to approve the previously announced all‑stock merger on February 19 2026, clearing a key contingency and moving the transaction closer to a second‑quarter 2026 closing.
The combined institution will hold roughly $2.4 billion in assets, an increase of about 30 % over QNB’s current balance sheet. The deal will merge QNB’s 12 branches in Bucks, Lehigh and Montgomery counties with Victory’s four offices in Montgomery and Berks counties, creating a regional bank with a dominant deposit share in Montgomery County and a broader footprint across southeastern Pennsylvania.
Management has framed the transaction as a way to build a “dynamic and growth‑oriented community bank franchise.” The merger is expected to generate significant cost synergies, broaden the product mix, and unlock financial and strategic benefits that will support future growth initiatives.
Dave Freeman, QNB’s president and CEO, will continue to lead the combined company, while Victory’s CEO Joe Major will join the QNB board as vice chair. The board will expand from ten to twelve directors, adding two members from Victory to ensure continuity of governance and expertise.
The Pennsylvania Department of Banking and Securities has approved the merger, and the parties are awaiting final clearance from other regulators. Once all approvals are obtained, the transaction is slated to close in the second quarter of 2026.
Financially, QNB reported net income of $14.09 million for 2025, up from $11.45 million in 2024, while Victory’s earnings are expected to be over 35 % accretive to its 2026 EPS. The combined entity is projected to deliver approximately 16 % EPS accretion for QNB in 2026 and 19 % in 2027, underscoring the expected value creation for shareholders.
The approval marks a significant milestone in the merger process, positioning the combined bank to leverage scale, enhance market presence, and deliver stronger financial performance for investors.
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