BSPA 8-K
Ballston Spa Bancorp, Inc. (BSPA)
8-K
2026-03-23
For: 2026-03-23
View Original
Added on
April 06, 2026
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 23, 2026
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (518 ) 363-8199
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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OTCQX
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 23, 2026, Ballston Spa Bancorp, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). At the close of business on
the record date for the Special Meeting, there were a total of 742,663 shares of Company common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 599,126 shares of common stock were represented, therefore a quorum
was present. At the Special Meeting, the Company’s shareholders voted on one proposal, as more specifically described in the joint proxy statement/prospectus of the Company and NBC Bancorp, Inc. (“NBC”), dated January 30, 2026 (the “joint proxy
statement/prospectus”). Set forth below are the final results of shareholder votes for all proposals.
Proposal 1 – Merger Proposal
A proposal to approve the Agreement and Plan of Merger dated as of September 23, 2025, between Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc., pursuant
to which NBC will merge with and into the Company, with the Company as the surviving entity, was approved by the requisite two-thirds of all outstanding shares of the Company entitled to vote on the proposal, as indicated below:
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For
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Against
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Abstain
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Broker Non-Votes
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745 |
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5,324 |
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A vote on the adjournment proposal of the Special Meeting was not necessary because the Company’s shareholders approved the merger proposal.
Item 8.01 Other Events
In addition, on March 23, 2026, NBC held a special meeting of its shareholders for the purpose of approving the merger agreement. The proposal was approved
by NBC’s shareholders. On March 23, 2026, the Company and NBC issued a joint press release announcing their respective shareholders had approved the merger agreement and announcing the anticipated closing date of their merger, subject to the
satisfaction of customary closing conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about BSNB
or NBC’s beliefs, plans, strategies, predictions, forecasts, objectives, intentions, assumptions or expectations are not historical facts and may be forward-looking. Forward-looking statements are often, but not always, identified by such words as
"believe," "expect," "anticipate," "can," "could," "may," "predict," "potential," "intend," "outlook," "estimate," "forecast," "project," "should," "will," and other similar words and expressions, and are subject to numerous assumptions, risks, and
uncertainties, which may change over time. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as
a result of a variety of factors, many of which are beyond the control of BSNB and NBC. Such statements are based upon the current beliefs and expectations of the management of BSNB and NBC and are subject to significant risks and uncertainties
outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the reaction to the transaction
of the companies' customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might
be less than projected; the requisite shareholder approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with BSNB’s and NBC's respective businesses, customers, borrowings, repayment, investment, and
deposit practices; general economic conditions, either nationally or in the market areas in which BSNB and NBC operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other
risks. Any forward-looking statement speaks only as of the date on which it is made, and BSNB and
NBC undertake no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is
made, to reflect new information or the occurrence of unanticipated events, or otherwise.
| Item 9.01 |
Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly authorized.
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BALLSTON SPA BANCORP, INC.
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DATE: March 23, 2026
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By:
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/s/ Christopher Dowd |
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Christopher Dowd
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President and Chief Executive Officer
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EXHIBIT 99
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FOR IMMEDIATE RELEASE
BALLSTON SPA BANCORP, INC. AND NBC BANCORP, INC.
RECEIVE SHAREHOLDER APPROVALS TO COMPLETE PENDING MERGER; ANNOUNCE ANTICIPATED CLOSING DATE
BALLSTON SPA, N.Y. AND COXSACKIE, N.Y.—March 23, 2026—Ballston Spa Bancorp, Inc.
(OTCQX: BSPA), holding company for Ballston Spa National Bank (collectively “BSNB”), and NBC Bancorp, Inc. (OTCID: NCXS), holding company for The National Bank of Coxsackie (collectively “NBC”), today jointly announced that the pending strategic
merger transaction received shareholder approval at each of BSNB’s and NBC’s special meeting of shareholders held on March 23, 2026.
As previously announced on September 24, 2025, NCXS and The National Bank of Coxsackie will merge with and into BSPA and Ballston Spa
National Bank, with BSPA and Ballston Spa National Bank each surviving the merger. At the effective time of the merger, each outstanding share of NBC common stock will be converted into the right to receive 0.8065 shares of BSNB such that BSNB
shareholders will own approximately 66% of the combined company and NBC shareholders will own approximately 34%.
The Companies had also previously announced receipt of all requisite regulatory approvals to complete the merger of the holding companies
and the merger of the subsidiary banks.
BSNB and NBC anticipate completing the merger on April 1, 2026, pending satisfaction of the remaining customary closing conditions set
forth in the merger agreement between the companies.
Forward Looking Statements
This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any
statements about BSNB or NBC’s beliefs, plans, strategies, predictions, forecasts, objectives, intentions, assumptions or expectations are not historical facts and may be forward-looking. Forward-looking statements are often, but not always,
identified by such words as "believe," "expect," "anticipate," "can," "could," "may," "predict," "potential," "intend," "outlook," "estimate," "forecast," "project," "should," "will," and other similar words and expressions, and are subject to
numerous assumptions, risks, and uncertainties, which may change over time. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in
such forward-looking statements as a result of a variety of factors, many of which are beyond the control of BSNB and NBC. Such statements are based upon the current beliefs and expectations of the management of BSNB and NBC and are subject to
significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the
following: the reaction to the transaction of
the companies' customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other
financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite closing conditions for the proposed transaction might not be obtained; credit and interest rate risks
associated with BSNB’s and NBC's respective businesses, customers, borrowings, repayment, investment, and deposit practices; general economic conditions, either nationally or in the market areas in which BSNB and NBC operate or anticipate doing
business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks.
Any forward-looking statement speaks only as of the date on which it is made, and BSNB and NBC undertake no obligation to update any
forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise.
Media contact or for more information:
Ballston Spa National Bank
Media:
Pamela J. Montpelier, Senior Vice President,
Growth and Experience Officer
(518) 363-8634
[email protected]
Growth and Experience Officer
(518) 363-8634
[email protected]
Investor Relations:
James Dodd, Executive Vice President, Chief Financial Officer
(518) 363-8651
National Bank of Coxsackie
Media:
Nicole Frisbee, Senior Vice President, Chief Administrative Officer
(518) 731-6161
Investor Relations:
Caitlin McCrea, Senior Vice President, Chief Financial Officer
(518) 731-6161
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