8-K

UNITED STATESPRIVATE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 13, 2026

QNB Corp.

(Exact name of registrant as specified in its charter)


Pennsylvania	0-17706	23-2318082
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

15 North Third Street, P.O. Box 9005, Quakertown, PA 18951-9005

(Address of principal executive offices, including zip code)

(215) 538-5600

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None.

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock

     QNBC

     N/A

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:


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 13, 2026, QNB Corp. (the “Company”) announced a succession plan relating to the positions of President and Chief Executive Officer of the Company and QNB Bank (the “Bank”), the Company’s wholly owned banking subsidiary.

Effective November 1, 2026, Christopher T. Cattie, currently Executive Vice President, Chief Operating Officer of the Bank, will assume the role of President of the Bank and will be appointed to the Boards of Directors of both the Bank and the Company as of that date. David W. Freeman, currently President and Chief Executive Officer of the Company and the Bank, will continue to serve as Chief Executive Officer of the Bank and President and Chief Executive Officer of the Company until his planned retirement on December 31, 2028. It is expected that Mr. Cattie will assume the roles of President and Chief Executive Officer of each of the Company and the Bank upon Mr. Freeman’s planned retirement.

A copy of the press release, dated May 13, 2026, announcing the planned succession is attached hereto as Exhibit 99.1.


Item 9.01	Financial Statements and Exhibits

The following exhibits are filed herewith:


Exhibit No.	Description

99.1	Press Release, dated Mary 13, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.


		QNB Corp.


	By:	/s/ David W. Freeman
		David W. Freeman
		Chief Executive Officer

	Dated: May 13, 2026

FOR IMMEDIATE RELEASE

QNB Corp. Announces President Succession Plan

Chris Cattie Named Next President of QNB Bank

Quakertown, PA, May 13, 2026 (GLOBE NEWSWIRE) — QNB Corp. (“QNB”) (OTCQX: QNBC), the holding company for QNB Bank, announced today a key milestone in its long-term leadership succession planning. Following a comprehensive executive search process and Board review, Chris Cattie has been selected as the next President of QNB Bank.

Mr. Cattie will assume the role of Bank President and join the Board of Directors of QNB Corp., effective November 1, 2026. He will succeed current President Dave Freeman, who will remain as Chief Executive Officer of the Bank. Mr. Freeman will also continue to serve as President and Chief Executive Officer of the Company. It is expected that Mr. Cattie will assume the roles of President and Chief Executive Officer of both the Bank and the Company upon Mr. Freeman’s planned retirement on December 31, 2028, following a distinguished career with the organization. Mr. Cattie will serve as the Bank’s eighth president in its 149 years of community banking.

The selection follows a rigorous search conducted by an executive search firm in partnership with the Board’s Executive Committee, culminating in final interviews with several highly qualified candidates by the full Board of Directors.

Mr. Cattie has been a member of the QNB leadership team for more than 10 years, during which he has consistently delivered strong results while taking on increasing responsibilities. Most recently, he was appointed Chief Operating Officer on January 1, 2025.

“Chris has demonstrated exceptional leadership, a deep commitment to our culture, and a proven ability to drive results,” said Dave Freeman, President of QNB Bank, continuing, “his vision, energy, and dedication to our customers and communities make him the ideal choice to lead QNB into the future. I look forward to working closely with Chris and our Board to ensure a seamless and thoughtful transition.”

Mr. Cattie has a Bachelor of Science in Accounting & Management from Lock Haven University and an MBA in Management Information Systems from La Salle University. He is also a graduate

of the Pennsylvania Bankers Association Advanced School of Banking and the American Bankers Association Stonier Graduate School of Banking.

In addition to his professional accomplishments, Mr. Cattie is actively involved in the community and banking industry, serving in leadership roles with the Pennsylvania Bankers Association, Willow Charitable Fund, Willow Grove Rotary Club (President), Scouting America’s Washington Crossing Council (President), and the Willow Grove Community Development Corporation.

“Succession planning is one of the Board’s most important responsibilities, and we are confident Chris is the right leader at the right time for QNB,” said Randy Bimes, Chairman of the Board. “His experience, leadership track record, and strong connection to our mission position him to build on our success and guide the organization forward.”

Mr. Freeman and Mr. Cattie will work closely with the Board over the coming months to ensure a smooth leadership transition.

Advisor

Smith & Wilkinson acted as executive recruitment advisors to QNB. Founded in 1998, Smith & Wilkinson is a premier talent advisory firm, located in Portland, Maine, that supports clients in achieving their strategic objectives.

About the Company

QNB Corp. is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania, and its division, Victory Bank. QNB Bank operates twelve branches in Bucks, Lehigh, and Montgomery Counties, and its division, Victory Bank, operates two branches in Montgomery County and two loan production offices in Montgomery and Berks Counties. The two banks offer commercial, small business, and personal customers banking services, borrowing solutions, and cash management tools in the communities they serve. In addition, the Company provides securities and advisory services under the name of QNB Financial Services through a registered Broker/Dealer and Registered Investment Advisor, and title insurance as a member of Laurel Abstract Company LLC. More information about QNB Corp. and QNB Bank is available at QNBBank.com.

CONTACT: David W. Freeman

President & Chief Executive Officer

215-538-5600 x5619

[email protected]