UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2025
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _______________ to _______________.
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Commission file number 0-17706

QNB Corp.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	23-2318082
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
15 North Third Street, P.O. Box 9005 Quakertown, PA	18951-9005
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code (215) 538-5600

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	QNBC	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

Title of class

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-l(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 28, 2026, 3,761,481 shares of common stock of the registrant were outstanding. As of June 30, 2025 the aggregate market value of the common stock of the registrant held by non-affiliates was approximately $106,132,850 based upon the average bid and asked prices of the common stock as reported on the OTCQX.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrant’s Proxy Statement for the annual meeting of its shareholders to be held June 9, 2026 are incorporated by reference in Part III of this report.

FORM 10-K INDEX

PART I		PAGE
Item 1	Business	2
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	13
Item 1C	Cybersecurity	13
Item 2	Properties	14
Item 3	Legal Proceedings	14
Item 4	Mine Safety Disclosures	14
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6	[Reserved]	17
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	52
Item 8	Financial Statements and Supplementary Data	53
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	112
Item 9A	Controls and Procedures	112
Item 9B	Other Information	112
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	112
PART III
Item 10	Directors, Executive Officers and Corporate Governance	113
Item 11	Executive Compensation	113
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	113
Item 13	Certain Relationships and Related Transactions, and Director Independence	114
Item 14	Principal Accounting Fees and Services	114
PART IV
Item 15	Exhibits, Financial Statement Schedules	115

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At December 31, 2025, QNB had total assets of $1,906,005,000, total loans receivable of $1,262,074,000, total deposits of $1,642,511,000 and total shareholders’ equity of $129,563,000. For the year ended December 31, 2025, QNB reported net income of $14,090,000 compared to net income for the year ended December 31, 2024 of $11,448,000 and December 31, 2023 of $9,483,000.

As previously disclosed, on September 23, 2025, QNB and The Victory Bancorp, Inc., a Pennsylvania corporation (“Victory”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for a business combination whereby Victory will merge with and into QNB (the “Merger”), with QNB as the surviving corporation in the Merger. Immediately after the effective time of the Merger (the “Effective Time”), Victory’s wholly-owned subsidiary bank, The Victory Bank, a Pennsylvania-chartered state bank (“Victory Bank”), will merge with and into QNB Bank, with QNB Bank as the surviving bank in the subsidiary bank merger. The transactions under the Merger Agreement are expected to close during the second quarter of 2026, subject to customary closing conditions.

At February 18, 2026, the Bank had 191 full-time employees and six part-time employees. The Bank’s employees have a customer-oriented philosophy emphasizing personal service and flexible solutions which together make achieving our customers’ goals possible. They maintain close contact with both the residents and local business people in the communities in which they serve, responding to changes in market conditions and customer requests in a timely manner.

Competition and Market Area

The banking business is highly competitive, and the profitability of QNB depends principally upon the Bank’s ability to compete in its market area. QNB faces intense competition within its market, both in making loans and attracting deposits. Bucks, Lehigh, and Montgomery counties have a high concentration of financial institutions, including large national and regional banks, community banks, savings institutions and credit unions. Some of QNB’s competitors offer products and services that QNB currently does not offer, such as traditional trust services and full-service insurance.

In addition, as a result of consolidation in the banking industry, some of QNB’s competitors may enjoy advantages such as greater financial resources, a wider geographic presence, more favorable pricing alternatives and lower origination and operating costs. However, QNB has been able to compete effectively with other financial institutions by emphasizing the establishment of long-term relationships and customer loyalty. A strong focus on small-business solutions, providing fast local decision-making on loans, exceptional personal customer service and technology solutions, including internet- and mobile-banking, electronic bill pay and remote deposit capture, also enable QNB to compete successfully.

Competition for loans and deposits comes principally from commercial banks, savings institutions, credit unions and non-bank financial service providers. Factors in successfully competing for deposits include providing excellent customer service, convenient locations and hours of operation, attractive rates, low fees, and alternative delivery systems. One such delivery system is remote deposit capture for those commercial customers that are not conveniently located near one of our branches, or mobile banking for retail customers. Successful loan origination tends to depend not only on interest rate and terms of the loan but also on being responsive and flexible to the customers’ needs. While many competitors within the Bank’s primary market have substantially higher legal lending limits, QNB often has the ability, through loan participations, to meet the larger lending needs of its customers.

QNB’s success is dependent to a significant degree on economic conditions in southeastern Pennsylvania, especially Bucks, Lehigh and Montgomery counties, which it defines as its primary market. The banking industry is affected by general economic conditions, including the effects of recession, unemployment, declining real estate values, inflation, changes interest rates, trends in the national and global economies, and other factors beyond QNB’s control.

Monetary Policy and Economic Conditions

The business of financial institutions is affected not only by general economic conditions, but also by the policies of various governmental regulatory agencies, including the Board of Governors of the Federal Reserve (the “Federal Reserve”). The Federal Reserve regulates money, credit conditions and interest rates to influence general economic conditions primarily through open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in the reserve requirements against depository institutions’ deposits. These policies and regulations significantly affect the overall growth and distribution of loans, investments and deposits, as well as the interest rates charged on loans and the interest rates paid on deposits.

The monetary policies of the Federal Reserve have had a significant effect on the operating results of financial institutions in the past and are expected to continue to have significant effects in the future. In view of the changing conditions in the economy and the financial markets in addition to the activities of monetary and fiscal authorities, the prediction of future changes in interest rates, credit availability or deposit levels is very challenging.

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Supervision and Regulation

Banks and bank holding companies operate in a highly-regulated environment and are regularly examined by Federal and state regulatory authorities. Federal statutes that apply to QNB and its subsidiary include the Bank Holding Company Act of 1956 (“BHCA”), the Federal Reserve Act and the Federal Deposit Insurance Act (“FDIA”), as those statutes have been significantly amended by recent laws such as the Dodd-Frank Wall Street Reform and Consumer Protection Act the “Dodd-Frank Act”), the Gramm-Leach-Bliley Act (“GLBA”), and others. In general, these statutes regulate the corporate governance of the Bank and eligible business activities of QNB and impose certain restrictions and limitations on such important matters as mergers and acquisitions, intercompany transactions, loans and dividends, and capital adequacy, among others. Other corporate governance requirements are imposed on QNB by Federal securities and other laws, including the Sarbanes-Oxley Act, described later.

The Company is under the jurisdiction of the Securities and Exchange Commission and of state securities commissions for matters relating to the offering and sale of its securities. In addition, the Company is subject to the Securities and Exchange Commission’s rules and regulations relating to periodic reporting, proxy solicitation and insider trading.

Set forth below is a brief summary of some of the significant regulatory concepts and laws that affect QNB and the Bank. To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by references to the particular statutory or regulatory provisions themselves. Proposals to change banking laws and regulations are frequently introduced in Congress, the state legislatures, and before the various bank regulatory agencies. QNB cannot determine the likelihood of passage or timing of any such proposals or legislation or the impact they may have on QNB and its subsidiary. A change in law, regulations or regulatory policy may have a material effect on QNB and its subsidiary.

Bank Holding Company Regulation

QNB is registered as a bank holding company and is subject to the regulations of the Federal Reserve under the BHCA. In addition, QNB Corp., as a Pennsylvania business corporation, is subject to the Pennsylvania Business Corporation Law of 1988 (the “BCL”), as amended, and to certain provisions of the Pennsylvania Banking Code of 1965, as amended (the “Banking Code”).

Bank holding companies are required to file periodic reports with, and are subject to examination by, the Federal Reserve. The Federal Reserve’s regulations require a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. As a result, the Federal Reserve, pursuant to its “source of strength” regulations, may require QNB to commit its resources to provide adequate capital funds to the Bank during periods of financial distress or adversity.

Federal Reserve approval may be required before QNB may begin to engage in any non-banking activity and before any non-banking business may be acquired by QNB.

Regulatory Restrictions on Dividends

Dividend payments made by the Bank to the Company are subject to the Pennsylvania Banking Code, the FDIA, and the regulations of the Federal Deposit Insurance Corporation (“FDIC”). Under the Banking Code, no dividends may be paid except from “accumulated net earnings” (generally retained earnings). The Federal Reserve and the FDIC have formal and informal policies which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings, with some exceptions. Under the FDIA, the Bank is prohibited from paying any dividends, making other distributions or paying any management fees if, after such payment, it would fail to satisfy its minimum capital requirements. See also “Supervision and Regulation – Bank Regulation”.

In addition to the dividend restrictions described above, the banking regulators have the authority to prohibit or to limit the payment of dividends by the Bank if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the Bank.

Under Pennsylvania law, QNB may not pay a dividend, if, after giving effect thereto, it would be unable to pay its debts as they become due in the usual course of business and, after giving effect to the dividend, the total assets of QNB would be less than the sum of its total liabilities plus the amount that would be needed, if QNB were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of shareholders whose rights are superior to those receiving the dividend.

It is also the policy of the Federal Reserve that a bank holding company generally only pay dividends out of net income over the past year and only if the prospective rate of earnings retention appears consistent with a bank holding company’s capital needs, asset quality, and overall financial condition. In the current financial and economic environment, the Federal Reserve has indicated that bank holding companies should carefully review their dividend policy and has discouraged dividend pay-out ratios at the 100% level unless both asset quality and capital are very strong. A bank holding company also should not maintain a dividend level that places undue pressure on the capital of such institution’s subsidiaries, or that may undermine the bank holding company’s ability to serve as a source of strength for such subsidiaries.

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The minimum capital requirements implemented by Basel III, and described below under “Capital Adequacy,” also introduced a capital conservation buffer, comprised of common equity Tier 1 capital, above a banking institution’s minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets in order to avoid limitations on certain distributions, including dividend payments. Under the restrictions applicable to the Bank, to remain “well capitalized,” the Bank had approximately $87,401,000 available for payment of dividends to the Company at December 31, 2025.

Capital Adequacy

In July 2013, the Federal bank regulatory agencies adopted revisions to the agencies’ capital adequacy guidelines and prompt corrective action rules, which were designed to enhance such requirements and implement the revised standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III. The rules generally implemented higher minimum capital requirements, added a new common equity Tier 1 capital requirement, and established criteria that instruments must meet to be considered common equity Tier 1 capital, additional Tier 1 capital or Tier 2 capital. Tier 1 capital consists principally of common shareholders’ equity, plus retained earnings, less certain intangible assets. Tier 2 capital includes the allowance for loan and lease losses (up to 1.25 percent of risk-weighted assets), qualifying preferred stock, subordinated debt, and qualifying Tier 2 minority interests. The current minimum capital requirements are a common equity Tier 1 capital ratio of 4.5%, a Tier 1 capital ratio of 6.0%, and a total capital ratio of 8.0%. In addition, in order to avoid limitations on certain capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), as of January 1, 2019, a banking organization must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. At December 31, 2025, QNB’s Tier 1 capital, total capital (Tier 1 and Tier 2 combined) and common equity Tier 1 equity ratios were 12.39%, 15.86%, and 12.39%, respectively.

In addition to the risk-based capital guidelines, the Federal Reserve requires a bank holding company to maintain a minimum leverage ratio. This requires a minimum level of Tier 1 capital (as determined under the risk-based capital rules) to average total consolidated assets of 4% for those bank holding companies that have the highest regulatory examination ratings and are not contemplating or experiencing significant growth or expansion. The Federal Reserve expects all other bank holding companies to maintain a ratio of at least 1% to 2% above the stated minimum. At December 31, 2025, QNB’s leverage ratio was 9.02%.

During 2018, the FRB raised the threshold of its "Small Bank Holding Company" exemption to the application of consolidated capital requirements for qualifying small bank holding companies from $1 billion to $3 billion of consolidated assets. Consequently, qualifying bank holding companies having less than $3 billion of consolidated assets are not subject to the consolidated capital requirements unless otherwise directed by the FRB.

Under the Economic Growth, Regulatory Relief, and Consumer Protection Act enacted in May 2018, the Federal banking agencies adopted the community bank leverage ratio (“CBLR”) framework available to depository institutions having less than $10 billion in total assets and meeting certain other qualifying criteria. The CBLR rules provide that qualifying community banking organizations that adopt the CBLR framework and that maintain a CBLR in excess of 9% will be considered to have met the generally applicable leverage and risk-based capital requirements under the banking agencies’ capital rules and the capital ratio requirements necessary to be considered “well capitalized.” QNB has not elected to use the CBLR framework at this time.

Pursuant to the prompt corrective action provisions of the FDIA, the Federal banking agencies have specified, by regulation, the levels at which an insured institution is considered well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, or critically undercapitalized. Under these regulations, an institution is considered well capitalized if it satisfies each of the following requirements:

• Total risk-based capital ratio of 10% or more.
• Tier 1 risk-based capital ratio of 8% or more.
• Common equity tier 1 risk-based capital ratio of 6.5% or more.
• Leverage ratio of 5% or more, and
• Not subject to any order or written directive to meet and maintain a specific capital level

At December 31, 2025 and 2024, the Bank qualified as well capitalized under these regulatory standards. See Note 22 of the Notes to Consolidated Financial Statements included in Item 8 of this Report for additional information.

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Bank Regulation

As a Pennsylvania-chartered insured commercial bank, the Bank is subject to extensive regulation and examination by the Pennsylvania Department of Banking and Securities (the “Department”) and by the FDIC, which insures its deposits to the maximum extent permitted by law.

The Federal and state laws and regulations applicable to banks regulate, among other things, the scope of their business, their investments, the reserves required to be kept against deposits, the timing of the availability of deposited funds, the nature and amount of collateral for certain loans, the activities of a bank with respect to mergers and consolidations, and the establishment of branches. The laws and regulations governing the Bank generally have been promulgated to protect depositors and not for the purpose of protecting QNB’s shareholders. This regulatory structure also gives the Federal and state banking agencies extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulation, whether by the Department, the FDIC or the United States Congress, could have a material impact on the Company, the Bank and their operations.

As a subsidiary bank of a bank holding company, the Bank is subject to certain restrictions imposed by the Federal Reserve Act on extensions of credit to QNB, on investments in the stock or other securities of QNB, and on taking such stock or securities as collateral for loans.

FDIC Insurance Assessments

The Bank’s deposits are insured to the applicable limits as determined by the FDIC, which is currently $250,000 per depositor. Under the FDIC's risk-based assessment system, deposit insurance assessments are based on each insured institution's total assets less tangible equity, thereby basing deposit insurance assessments on an institution’s total liabilities, not only insured deposits. Small banks (generally, those with less than $10 billion in assets) are assigned an individual rate based on a formula using financial data and CAMELS (capital adequacy, asset quality, management, earnings, liquidity, and sensitivity) ratings. A bank’s assessment is calculated by multiplying its individual assessment rate by its assessment base (average consolidated total assets less average tangible equity), determined quarterly.

For the years ended December 31, 2025, 2024 and 2023, the Bank recorded $1,033,000, $1,156,000, and $1,058,000, respectively, in FDIC deposit insurance premium expense.

Federal Home Loan Bank System

The Bank is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”), which is one of 11 regional Federal Home Loan Banks. Each Federal Home Loan Bank serves as a reserve or central bank for members within its assigned region. It is funded primarily from funds deposited by member institutions and proceeds from the sale of consolidated obligations of the Federal Home Loan Bank System. It makes loans to members (i.e. advances) in accordance with policies and procedures established by the board of directors of the Federal Home Loan Bank. At December 31, 2025 the Bank had $11,000,000 overnight FHLB advances outstanding $55,000,000 in short-tern FHLB borrowings and no long-term debt.

The Bank is required to purchase and maintain stock in the FHLB as a condition of membership in an amount equal to 0.10% of its assets. In addition, each member is required to purchase and maintain activity-based stock of 4% of outstanding advances from the FHLB. At December 31, 2025, the Bank had $3,587,000 in stock of the FHLB.

Community Reinvestment Act

Under the Community Reinvestment Act (“CRA”) as amended, the FDIC is required to assess all financial institutions that it regulates to determine whether these institutions are meeting the credit needs of the communities that they serve. The CRA focuses specifically on low- and moderate-income neighborhoods.

An institution’s record is considered during the evaluation of any application made by such institutions for, among other things:

• Approval of a branch or other deposit facility;

• An office relocation or a merger; and

• Any acquisition of bank shares.

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The CRA also requires that the regulatory agency make publicly available the evaluation of the Bank’s record of meeting the credit needs of its entire community, including low- and moderate-income neighborhoods. This evaluation includes a descriptive rating of either outstanding, satisfactory, needs to improve, or substantial noncompliance, and a statement describing the basis for the rating. The Bank’s most recent CRA rating was “Satisfactory”.

In October 2023, the Federal banking regulators issued a final rule, effective April 1, 2024, to modernize their respective CRA regulations. The revised rule substantially alters the methodology for assessing compliance with the CRA. Among other things, the revised rule evaluates lending outside traditional assessment areas generated by the growth of non-branch delivery systems, such as online and mobile banking, apply a metrics-based benchmarking approach to assessment, and clarifies eligible CRA activities. Prior to the proposed effective date of the revised CRA rule, a Federal District Court enjoined enforcement of the rule as it relates to certain industry trade groups and their members, including the Bank, pending further litigation on the merits. The injunction remains in place. Accordingly, it is not possible at present to determine the timing of the applicability of the revised CRA rule at the Bank.

USA Patriot Act

The USA Patriot Act strengthens the anti-money laundering provisions of the Bank Secrecy Act. The Act requires financial institutions to establish certain procedures to be able to identify and verify the identity of its customers. Specifically, the Bank must have procedures in place to:

• Verify the identity of persons applying to open an account;
• Ensure adequate maintenance of the records used to verify a person’s identity; and
• Determine whether a person is on any U.S. government agency list of known or suspected terrorists or a terrorist organization.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act is intended to bolster public confidence in the nation’s capital markets by imposing new duties and penalties for non-compliance on public companies and their executives, directors, auditors, attorneys and securities analysts. Some of the more significant aspects of the Act as it relates to QNB include:

• Corporate Responsibility for Financial Reports - requires Chief Executive Officers (“CEOs”) and Chief Financial Officers (“CFOs”) to certify certain matters relating to a company’s financial records and accounting and internal controls.
• Management Assessment of Internal Controls - requires auditors to certify the company’s underlying controls and processes that are used to compile the financial results for companies that are accelerated filers.
• Real-time Issuer Disclosures - requires that companies provide real-time disclosures of any events that may affect the company’s stock price or financial performance, generally within a 48-hour period.
• Criminal Penalties for Altering Documents - provides severe penalties for “whoever knowingly alters, destroys, mutilates” any record or document with intent to impede an investigation. Penalties include monetary fines and prison time.

The Act also imposes requirements for corporate governance, auditor independence, accounting standards, audit committee member independence and increased authority, executive compensation, insider loans and whistleblower protection. As a result of the Act, QNB adopted a Code of Business Conduct and Ethics applicable to its CEO, CFO and Controller, which meets the requirements of the Act, to supplement its long-standing Code of Ethics, which applies to all directors and employees.

QNB’s Code of Business Conduct and Ethics can be found on the Bank’s website at QNBBank.com.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”)

The Dodd-Frank Act was enacted on July 21, 2010. This law made significant changes to the bank regulatory structure and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies.

The Dodd-Frank Act created a new Consumer Financial Protection Bureau (“CFPB”) with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets such as the Bank will continue to be examined for compliance with the consumer laws by their primary bank regulators. The Dodd-Frank Act also weakened the Federal preemption rules that had been applicable for national banks and Federal savings associations and gave state attorneys general the ability to enforce Federal consumer protection laws.

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Many of the provisions of the Dodd-Frank Act do not apply to the Bank, as it does not engage in many of the specific activities sought to be regulated by the Dodd-Frank Act. Many of the provisions, however, such as increased capital requirements and changes to FDIC insurance premiums already implemented, affected all banking entities. In addition, the financial crisis of 2008 and the enactment of the Dodd-Frank Act in response to that crisis has resulted in an era of increased regulatory oversight over all financial entities. The ultimate changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our business. These changes may also require us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.

Possible Future Legislation

Congress is often considering some financial industry legislation, and the Federal banking agencies routinely propose new regulations. The Company cannot predict the future effect any new legislation, or new rules adopted by Federal or state banking agencies, will have on the business of the Company and its subsidiaries. The Company expects that there will be legislative and regulatory actions that may materially affect the banking industry in the foreseeable future.

Additional Information

QNB’s principal executive offices are located at 320 West Broad Street, Quakertown, Pennsylvania. Its telephone number is (215) 538-5600.

QNB also makes its periodic and current reports available, including this annual report for Form 10-K, free of charge, on its website, QNBBank.com, as soon as reasonably practicable after such material is electronically filed with the SEC. Information available on the website is not a part of, and should not be incorporated into, this annual report on Form 10-K. In addition, the SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants, including QNB, that file electronically with the SEC which can be accessed at SEC.gov.

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ITEM 1A. RISK FACTORS

The following discusses risks that management believes are specific to our business and could have a negative impact on QNB’s financial performance. When analyzing an investment in QNB, the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this report, should be carefully considered. This list should not be viewed as comprehensive and may not include all risks that may affect the financial performance of QNB.

Our net interest income, net income and results of operations are sensitive to fluctuations in interest rates.

QNB’s profitability is largely a function of the spread between the interest rates earned on earning assets and the interest rates paid on deposits and other interest-bearing liabilities. Like most financial institutions, QNB’s net interest income and margin will be affected by general economic conditions and other factors, including fiscal and monetary policies of the Federal government, that influence market interest rates and QNB’s ability to respond to changes in such rates. At any given time, QNB’s assets and liabilities may be such that they are affected differently by a change in interest rates. As a result, an increase or decrease in rates, the length of loan terms or the mix of adjustable- and fixed-rate loans or investment securities in QNB’s portfolio could have a positive or negative effect on its net income, capital and liquidity. Although management believes it has implemented strategies and guidelines to reduce the potential effects of adverse changes in interest rates on results of operations, any substantial and prolonged change in market interest rates could affect operating results negatively.

We are subject to credit risk in connection with our lending activities, and our financial condition and results of operations may be negatively affected by economic conditions and other factors that could adversely affect our customers.

As a lender, QNB is exposed to the risk that its borrowers may be unable to repay their loans and that the current market value of any collateral securing the payment of their loans may not be sufficient to assure repayment in full. Credit losses are inherent in the lending business and could have a material adverse effect on the operating results of QNB. Adverse changes in the economy or business conditions, either nationally or in QNB’s market areas, could increase credit-related losses and expenses and/or limit growth. Substantially all of QNB’s loans are to businesses and individuals in its limited geographic area and any economic decline in this market could impact QNB adversely. QNB makes various assumptions and judgments about the collectability of its loan portfolio and provides an allowance for credit losses on loans based on a number of factors. If these assumptions are incorrect, the allowance for credit losses on loans may not be sufficient to cover losses and may cause QNB to increase the allowance in the future by increasing the provision for credit losses on loans, thereby having an adverse effect on operating results. QNB has adopted underwriting and credit monitoring procedures and credit policies that management believes are appropriate to control these risks; however, such policies and procedures may not prevent unexpected losses that could have a material adverse effect on QNB’s financial condition or results of operations.

A deterioration in regional or national economic conditions may adversely affect our financial condition and results of operations.

QNB primarily provides banking services to customers located in the Bucks, Lehigh and Montgomery Counties in Pennsylvania. Adverse effects of a regional economic downturn could affect QNB’s ability to attract deposits and qualified loans. Economic factors impacting the local economy with this region, such as a decline in real estate values, unemployment, natural disasters, or the effects of armed conflict in other parts of the world, including present armed conflicts in Ukraine and the Gaza Strip, may have a negative impact on credit-worthiness of customers, the value of collateral, and customers’ ability to repay loans, which would result in write-downs, increases in non-performing loans, and a decline in QNB’s financial performance measurements. Unlike larger banks that are more geographically diversified, we provide banking and financial services locally and therefore are more affected by adverse local economic conditions.

Similarly, potential adverse effects of any national economic downturn or concerns with the stability of the financial markets could lead to lack of consumer confidence, increased market volatility, and a general reduction in business activity. Such events may result in increased regulation of the financial services industry and increased compliance costs; greater difficulty in assessing the creditworthiness of customers and increased credit risk; greater difficulty in originating loans that meet our underwriting criteria; liquidity issues to the extent that it becomes more difficult to borrow from third parties, including other financial institutions; and limitations on growth.

We face significant competition from other banks and financial institutions in our market area, many of which are larger in terms of asset size and market capitalization.

The financial services industry is highly competitive, with competition for attracting and retaining deposits and making loans coming from other banks and savings institutions, credit unions, mutual fund companies, insurance companies and other non-bank businesses. Many of QNB’s competitors are much larger in terms of total assets and market capitalization, have a higher lending limit, have greater access to capital and funding, and offer a broader array of financial products and services. In light of this, QNB’s ability to continue to compete effectively is dependent upon its ability to maintain and build relationships by delivering top quality service. Competition within the financial services industry also impacts QNB’s ability to attract and retain low-cost deposits which could impact QNB’s liquidity. Lowering loan rates and increasing deposit rates compresses the interest rate margin and profitability.

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At December 31, 2025, our lending limit per borrower was approximately $30,154,000. Accordingly, the size of loans that we may offer to potential borrowers (without participation by other lenders) is less than the size of loans that many of our competitors with larger capitalization are able to offer. Our legal lending limit also impacts the efficiency of our lending operation because it tends to lower our average loan size, which means we have to generate a higher number of transactions to achieve the same portfolio volume. We may engage in loan participations with other banks for loans in excess of our legal lending limit. However, there can be no assurance that such participations will be available or on terms which are favorable to us and our customers.

Our results of operations may be adversely affected by impairment charges relating to our debt securities.

QNB purchases U.S. Government and U.S. Government agency debt securities, U.S. Government agency issued mortgage-backed securities or collateralized mortgage obligation securities, obligations of states and municipalities and corporate debt securities. QNB is exposed to the risk that the issuers of these debt securities may experience significant deterioration in credit quality which could impact the market value of such issuer’s securities. QNB periodically evaluates its debt securities to determine if market value declines indicate impairment. Once a decline is determined to be impairment, the value of the security is reduced and a corresponding charge to earnings is recognized for the credit related portion of the impairment.

Our results of operations may be adversely affected by fair value declines in our investments in equity securities.

At December 31, 2025, the Bank had $3,587,000 in capital stock of the FHLB and $12,000 in capital stock of ACBB. These equity securities are restricted in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other tradable equity securities, their fair value is equal to amortized cost, and no impairment write-downs have been recorded on these securities.

The Bank has a $2,064,000 non-controlling investment in a discrete class of non-voting limited liability company membership nterests

issued by National Energy Improvement Fund, LLC (“NEIF”), a Pennsylvania limited liability company licensed in Pennsylvania as a

consumer discount company. The proceeds of the investment will be used by NEIF to fund a State-sponsored consumer loan program,

the KEEP Home Energy Loan Program, designed to assist Pennsylvania homeowners in reducing their energy costs.

The Bank owns 3,251 shares of Visa Class B-2 stock post conversion of its original Class B shares, which was necessary to participate in Visa services in support of the Bank’s credit card, debit card, and related payment programs (permissible activities under banking regulations) as a member institution. Following the resolution of Visa’s covered litigation, shares of Visa’s Class B-2 stock will be converted to Visa Class A shares using a conversion factor (1.5108 as of December 23, 2025), which is periodically adjusted to reflect VISA’s ongoing litigation costs. There is a very limited market for this stock, as only current owners of Class B-2 shares are permitted to transact in Class B-2. Due to the lack of orderly trades and public information of such trades, Visa Class B-2 does not have a readily determinable fair value.

The Bank owns 100 shares of preferred stock of SHCPFIC. These shares are not transferable without the consent of SHCPFIC and does not have a readily determinable fair value. These restricted investments are carried at cost and evaluated for impairment periodically. As of December 31, 2025, there was no impairment associated with these securities.

Our assets at December 31, 2025 included a deferred tax asset and we may not be able to realize the full benefit of that asset.

As of December 31, 2025, QNB had a net deferred tax asset of $13,993,000. Our ability to realize these tax benefits ultimately depends on the existence of sufficient taxable income of the appropriate character (ordinary income or capital gains) within the applicable carryback and carryforward periods provided under the tax law. Estimating whether the deferred tax asset will be realized requires us to exercise significant judgment and is inherently uncertain because it requires the prediction of future occurrences. The deferred tax asset may be reduced in the future if estimates of future income, our tax planning strategies, or tax rate changes resulting from Federal tax reform do not support the amount of the deferred tax asset. If it is determined in the future that a valuation allowance of the deferred tax asset is necessary, we may incur a charge to earnings and a reduction to regulatory capital for the amount included in any such allowance.

A disruption in components of our business infrastructure resulting from financial or technological difficulties of our third- party vendors on which we rely could adversely affect our business.

Third parties provide key components of our business infrastructure, such as Internet connections, software platforms and network access. Any disruption in Internet, network access or other voice or data communication services provided by these third parties or any failure of these third parties to handle current or higher volumes of use could adversely affect the ability to deliver products and services to clients and otherwise to conduct business. Disruptions or failures in the business infrastructure or operating systems that support our business and customers, or cyber-attacks or security breaches of the networks, systems, or devices that our customers use to access our products and services, could damage our reputation, cause us to incur additional expenses, result in losses, or subject us to regulatory sanctions or additional regulatory scrutiny, any of which could adversely affect our results of operations or financial condition.

• 10 -

Our failure to properly or timely utilize effective technologies to deliver our products and services, or a systems failure or breach of network security with respect to our information systems could adversely affect our business.

The market for financial services is increasingly affected by advances in technology, including developments in telecommunications, data processing, computers, automation, Internet-based banking and mobile banking. Our ability to compete successfully in our markets may depend on the extent to which we are able to exploit such technological changes. However, we can provide no assurance that we will be able to properly or timely anticipate or implement such technologies or properly train our staff to use such technologies. Any failure to adapt to new technologies could adversely affect our business, financial condition or operating results.

In addition, we rely heavily on our information systems to conduct business. Maintaining and protecting those systems is difficult and expensive, as is dealing with any failure, interruption or breach in security of these systems, whether due to acts or omissions by us or by a third party and whether intentional or not. Any such failure, interruption or breach could result in failures or disruptions in our customer relationship management or our information systems. The policies, procedures and technical safeguards we have in place to prevent or limit the effect of any failure, interruption or security breach of our information systems may be insufficient to prevent or remedy the effects of any such event. Moreover, as cyber threats continue to evolve, we may be required to expend significant additional resources to modify or enhance our protective measures relating to information security. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, cause us to incur additional expenses, result in losses, or subject us to regulatory sanctions or additional regulatory scrutiny, any of which could adversely affect our business, financial condition or operating results.

Changes in accounting standards applicable to us could materially impact how we report our financial condition and results of operations.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time the FASB changes the financial accounting and reporting standards that govern the preparation of our financial statements.

These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements. Management believes the current financial statements are prepared in accordance with U.S. generally accepted accounting principles.

We operate in a highly regulated environment and are subject to examination and supervision by bank regulatory agencies, which could have an adverse impact on our operations or increase the cost of our operations.

We operate in a highly regulated environment and are subject to extensive examination by the Board of Governors of the Federal Reserve System, the FDIC, and the Pennsylvania Department of Banking and Securities. The bank regulatory agencies exercise broad discretion in connection with their supervisory and enforcement activities. Federal and state banking laws and regulations are designed primarily to protect depositors, the deposit funds, and consumers, and not necessarily shareholders of a financial institution. Banking regulations or the activities of bank regulatory agencies may, for example, limit a financial institution’s growth and potential shareholder returns by restricting certain activities such as the payment of dividends, expansion of branch offices, and acquisition activities.

The significant laws and regulations that govern our activities are described under “Item 1 - Description of Business” in this Form 10-K. These laws and regulations, along with existing tax, accounting, securities, and monetary laws, regulations, standards, policies, and interpretations control the manner in which financial institutions conduct business. Such laws, regulations, standards, policies, and interpretations are constantly evolving and may change significantly over time. The potential exists for additional Federal or state laws or regulations, or new policies or interpretations by regulatory agencies having jurisdiction over our activities, to affect many aspects of our operations, including capital requirements, lending and funding practices, and liquidity standards. Additional laws, regulations or other regulatory requirements, or any substantial change in regulation and oversight, may have a material impact on our operations by increasing our cost of regulatory compliance and of doing business and otherwise affecting our operations, and may significantly affect the markets in which we do business, the markets for and value of our investments, the fees we charge and our ongoing operations, costs and profitability.

High concentrations of commercial real estate loans ("CRE loans") could subject the Bank to increased regulatory scrutiny and directives, which could force us to preserve or raise capital and/or limit future commercial lending activities.

Bank regulators have expectations of banks with high CRE concentrations to manage the risk in the concentrated portfolio. Bank regulators recognize that diversification can be achieved within CRE portfolios and differentiates risk in different types of CRE loans. They focus on those CRE loans for which the cash flow from the real estate is the primary source of repayment rather than loans to a

• 11 -

borrower for which real estate collateral is taken as a secondary source of repayment or through abundance of caution. Generally, these would include development and construction loans for which repayment is dependent upon the sale of the property as well as properties for which repayment is dependent upon rental income.

Financial institutions that have high concentrations of CRE loans within their lending portfolios could face increased risk of financial difficulties in an economic downturn effecting its CRE markets. Therefore, bank regulators have issued guidance directed financial institutions whose concentrations exceed certain percentages of capital to implement heightened risk management practices appropriate to their concentration risk. These general guidelines are not limits, are not viewed negatively, nor are they viewed a safe haven. If a financial institution’s CRE portfolio goes outside of these general guidelines they will not automatically be criticized, but heightened risk management practices may be needed. Risk management practices should align with the complexity of the financial institution and its portfolio and include factors such as: portfolio diversification across property types; geographic dispersion of CRE loans; underwriting standards; level of pre-sold units or other types of take-out commitments on construction loans; and portfolio liquidity (ability to sell or securitize exposures on the secondary market).

Bank regulators may require such financial institutions to reduce their concentrations and/or maintain higher capital ratios than financial institutions with lower concentrations in CRE. At December 31, 2025, our CRE loans did not result in concentrations that require heightened risk management practices.

If we lose the availability of wholesale funding we may be unable to support interest-earning asset growth, which could adversely impact our operating results and liquidity.

Management periodically uses wholesale funding sources to support loan demand and deposit withdrawals and to provide sufficient liquidity. Wholesale funding primarily is made up of borrowings from the FHLB but may also include unsecured Federal funds from correspondent banks, Federal advances and wholesale certificates of deposit.

If wholesale funding becomes unavailable, QNB may need to reduce interest-earning asset growth through production reduction, sale of assets, or participating out future and current loans; this could adversely impact future net income. A termination or change in borrowings from the FHLB, the Federal Reserve or correspondent banks may have an adverse effect on our liquidity and operating results.

Our disclosure controls and procedures and our internal control over financial reporting may not achieve their intended objectives.

Management diligently reviews and updates its internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by QNB in reports filed or submitted under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Management believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Any undetected circumvention of these controls could have a material adverse impact on QNB’s financial condition and results of operations.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

We may not be able to attract and retain highly qualified personnel to execute our business strategy.

Our success depends upon the ability to attract and retain highly motivated, well-qualified personnel. We face significant competition in the recruitment of qualified employees. Our ability to execute our business strategy and provide high-quality service may suffer if we are unable to recruit or retain a sufficient number of qualified employees or if the costs of employee compensation or benefits increase substantially. QNB currently has employment agreements and/or change of control agreements with six of its senior officers.

Acts of terrorism and other external events, including natural disasters, national or global health emergencies, and events of armed conflict in other countries, could impact our ability to do business or otherwise adversely affect our business, operations or financial condition.

Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communications systems. Such events could cause significant damage, impact the stability of our facilities, result in additional expenses, and impair the ability of our borrowers to repay their loans. Although we have established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations, and financial condition. In addition, other external events, including natural disasters, health emergencies and epidemics or pandemics, and events of armed conflict in other parts

• 12 -

of the world, such as the present armed conflicts involving Ukraine and Russia and involving Israel and Hamas, could adversely affect the global or regional economies resulting in unfavorable economic conditions in the United States. Any of such developments could have an adverse effect on our business, operations or financial condition.

We may be unsuccessful in integrating the operations of the businesses we acquire or expect to acquire in the future, including our pending acquisition of Victory and Victory Bank.

From time to time, we evaluate the potential acquisition of businesses that we believe will complement our existing business. The impact of future acquisitions on our growth strategy depends on the successful integration of these acquisitions. There are numerous risks and challenges to the successful integration of acquired businesses, including the following: the potential for unexpected costs, delays and challenges that may arise in integrating acquisitions into our existing business; limitations on our ability to realize the expected cost savings and synergies from an acquisition; challenges related to integrating acquired operations, including our ability to retain key employees and maintain relationships with significant customers and depositors; challenges related to the integration of businesses that operate in new geographic areas, including difficulties in identifying and gaining access to customers in new markets; and discovery of previously unknown liabilities following an acquisition associated with the acquired business. If we are unable to successfully integrate the businesses that we acquire, including our pending acquisition of Victory and Victory Bank, which is expected to close, during the second quarter of 2026, subject to customary closing conditions, our business, financial condition and results of operations may be materially adversely affected.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY RISK MANAGEMENT, STRATEGY AND GOVERNANCE

QNB maintains comprehensive and continually evolving processes for assessing, identifying, and managing material risks from cybersecurity threats, including any potential unauthorized occurrence on, or conducted through, QNB’s information systems that may result in adverse effects on the confidentiality, integrity, or availability of such systems or any information residing on such systems. The processes relating to cybersecurity threats are integrated into the QNB’s overall risk management processes, which are overseen by the entire board of directors and not delegated to any committee or subcommittee of the board.

As part of the QNB’s overall risk management processes, it has established both the Information Technology Committee and the Information Security Committee. The Technology Committee comprises the executive management team, selected department heads, and the Information Security Officer ("ISO"). The Technology Committee reports to the Board of Directors. The second committee is the Information Security Committee, composed of QNB’s Chief Operating Officer (“COO”), the Information Technology Director, and the ISO. The Information Security Committee reports to QNB’s Audit Committee. QNB’s COO presents a detailed report on information systems and cybersecurity matters to the Board of Directors at least once annually. The Board of Directors also receives and reviews copies of minutes of all meetings of the Audit Committee and the Information Technology Committee. The Audit Committee receives minutes from the Information Security Committee and audit reports related to Technology and Cyber control testing.

QNB Bank’s information technology resources are managed by the Information Technology Department, which is responsible for identifying, assessing, and managing material risks from cybersecurity threats. The present COO, who reports directly to the current President and Chief Executive Officer ("CEO"), has been with QNB Bank for over eight years and has over twenty-five years of experience in banking technology and operations. He has an MBA in Management Information Systems and is a current Certified Information Systems Security Professional. QNB’s IT Director and ISO report directly to the COO. Additionally, the ISO has a reporting line to the Audit Committee to ensure independence and transparency. The Information Technology Department is managed by the IT Director. The present IT Director has been employed by QNB Bank in the information technology area for ten years has been in the technology industry for over fifteen years and holds numerous technology certifications. QNB's ISO, whose responsibilities include security relating to QNB’s information systems, is a Certified Information Systems Security Professional and a Certified Information Security Manager. The ISO, among other duties, supervises internal employee training relating to cybersecurity risks, conducts access reviews relating to QNB’s information systems, and monitors implemented checks and balances relating to access to information. Information relating to cybersecurity risks and cybersecurity incidents, if any, is reported by the COO and the ISO and to both the Information Technology Committee and the Information Security Committees. Additionally, cyber security incidents are reported to QNB’s Board of Directors by the COO no less than quarterly.

QNB maintains an Incident Response Plan that provides documented guidelines for handling potential threats and taking appropriate measures, including timely notification of cybersecurity threats and incidents to senior management and the Board of Directors when appropriate. The Incident Response Plan is managed by the Information Security Committee and is reviewed and tested at least annually.

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QNB uses third-party vendors to assist in monitoring, detecting, and managing cyber threats, including managed security service monitoring, penetration testing, and vulnerability assessment. The Information Security Committee has established risk management guidelines for third-party vendors. QNB conducts due diligence reviews of third-party vendors before contracts or agreements for the provision of services are signed and conducts ongoing due diligence and oversight procedures with the frequency of the procedures determined based on a risk assessment of the services provided. Generally, QNB’s agreements with service providers include cybersecurity and data privacy requirements. All such agreements are reviewed at least annually. QNB cannot guarantee, however, that such agreements, due diligence, and oversight procedures will prevent a cybersecurity incident from impacting information systems. Moreover, as a result of applicable laws and regulations or applicable contractual provisions, QNB may be held responsible for cybersecurity incidents attributed to its service providers in relation to any data that QNB shares with such providers.

To date, QNB has not experienced any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect QNB, including its business strategy, results of operations, or financial condition. As discussed under “Risk Factors” in Item 1A, however, the sophistication of cybersecurity threats continues to increase, and the preventative actions taken by QNB to reduce the risk of cybersecurity threats or incidents may not be sufficient in a particular circumstance. Accordingly, QNB may not be able to anticipate all cybersecurity breaches no matter how well designed or implemented QNB’s cybersecurity controls and procedures are, and QNB may not be able to implement effective preventive measures against such security breaches in a timely manner.

ITEM 2. PROPERTIES

The principal office of both QNB Bank and QNB Corp. is located at 15 North Third Street, Quakertown, Pennsylvania. QNB Bank conducts business from its principal office and eleven other branch offices located in Bucks, Lehigh, and Montgomery Counties in Pennsylvania. QNB Bank owns its principal office, four branch locations, its administrative and operations facility and a computer facility. QNB Bank leases its remaining seven branch properties. The leases on the properties generally contain renewal options. In management’s opinion, these properties are in good condition and are currently adequate for QNB’s purposes.

The following table details QNB Bank’s properties:

Location

	Quakertown, PA – Downtown Branch (Principal Office) - 15 North Third Street	Owned
	Quakertown, PA – Towne Bank Center - 320-322 West Broad Street	Owned
	Quakertown, PA – Computer Center - 121 West Broad Street	Owned
	Quakertown, PA – Country Square Branch - 240 South West End Boulevard	Owned
	Quakertown, PA – Quakertown Commons Branch - 901 South West End Boulevard	Leased
	Dublin, PA – Dublin Branch - 161 North Main Street	Leased
	Pennsburg, PA – Upper Perkiomen Valley Branch - 410 Pottstown Avenue	Leased
	Coopersburg, PA – Coopersburg Branch - 51 South Third Street	Owned
	Perkasie, PA – Perkasie Branch - 607 Chestnut Street	Owned
	Souderton, PA – Souderton Branch - 750 Route 113	Leased
	Wescosville, PA – Wescosville Branch - 950 Mill Creek Road	Leased
	Colmar, PA – Colmar Branch - 127 Bethlehem Pike	Owned
	Warminster, PA – Warminster Branch - 1402 West Street Road	Leased
	Allentown, PA – Allentown Branch - 535 N. 19th Street	Leased

• 14 -

ITEM 3. LEGAL PROCEEDINGS

Although there are currently no material legal proceedings to which QNB is the subject, future litigation that arises during the normal course of QNB’s business could be material and have a negative impact on QNB’s earnings. Future litigation also could adversely impact the reputation of QNB in the communities that it serves.

ITEM 4. MINE SAFETY DISCLOSURES

None

• 15 -

• 16 -

Stock Performance Graph

Set forth below is a performance graph comparing the yearly cumulative total shareholder return on QNB’s common stock with:

• the yearly cumulative total shareholder return on stocks included in the NASDAQ Composite Index, a broad market index;
• the yearly cumulative total shareholder return on the S&P US SmallCap Banks Index, a group encompassing publicly traded banking companies trading on the NYSE or NASDAQ with an average market capitalization of $2.3 billion (individually ranging from $104 million to $27.2 billion); and
• the yearly cumulative total shareholder return on the S&P U.S. BMI Banks - Mid-Atlantic Bank Index, a group encompassing publicly traded banking companies trading on the NYSE, AMEX, or NASDAQ headquartered in Delaware, District of Columbia, Maryland, New Jersey, New York, Pennsylvania, and Puerto Rico.

All of these cumulative total returns are computed assuming the reinvestment of dividends at the frequency with which dividends were paid during the applicable years.

	Period Ending
Index	12/31/20		12/31/21		12/31/22		12/31/23		12/31/24		12/31/25
QNB Corp.		100.00		116.72		89.49		93.67		129.21		139.13
NASDAQ Composite Index		100.00		122.18		82.43		119.22		154.48		187.14
S&P U.S. SmallCap Banks Index		100.00		139.21		122.74		123.35		145.82		160.37
S&P U.S. BMI Banks - Mid-Atlantic Region Index		100.00		126.30		106.67		129.34		179.73		247.07
Source: S&P Global Market Intelligence© 2026

ITEM 6. [RESERVED]

• 17 -

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations – Overview

QNB Corp. (“QNB” or the “Company”) earns its net income primarily through its subsidiary, QNB Bank (the “Bank”). Net interest income, or the spread between the interest, dividends and fees earned on loans and investment securities and the expense incurred on deposits and other interest-bearing liabilities, is the primary source of operating income for QNB. QNB seeks to achieve sustainable and consistent earnings growth while maintaining adequate levels of capital and liquidity and limiting its exposure to credit and interest rate risk levels approved by the Board of Directors. Due to its limited geographic area, comprised principally of Bucks, Lehigh and Montgomery counties, growth is pursued through expansion of existing customer relationships and building new relationships by stressing a consistent high level of service at all points of contact.

Tabular information presented throughout management’s discussion and analysis, other than share and per share data, is presented in thousands of dollars.

The Company uses non-GAAP financial information in its analysis of performance. These non-GAAP ratios and calculations provide a better understanding of ongoing operations and comparability with prior period results by showing the effects of significant gains and charges in the periods presented. The Company believes that investors may use these non-GAAP measures to analyze the Company's financial performance without the impact of unusual items or events that may obscure trends. This non-GAAP data is not a substitute for GAAP results and should be considered in addition to results prepared in accordance with GAAP. Non-GAAP financial measures include risks as companies might calculate these measures differently and persons might disagree as to the appropriateness of items included in these measures. Please see table below, "Impact of Merger-Related Costs--GAAP to Non-GAAP Measure Reconciliation."

In 2025, the Company changed its calculation of average assets and average equity to include the impact of accumulated other comprehensive income (loss), net of tax, to align its calculation with its peer group. Prior period information has been restated for this new calculation; specifically impacting the non-GAAP performance ratios for return on average assets and return on average equity.

• 18 -

The following table displays five years of selected financial amounts and ratios for the QNB:

Year ended December 31,	2025			2024			2023			2022			2021
Income and expense
Net interest income	$	51,229		$	42,862		$	40,155		$	44,497		$	42,127
Provision for credit losses		449			(68	)		(844	)		(850	)		458
Non-interest income		6,957			6,913			4,837			5,731			9,781
Non-interest expense		39,807			35,484			34,109			31,492			30,997
Net income		14,090			11,448			9,483			15,921			16,492
Share and Per Share Data
Net income - basic	$	3.79		$	3.12		$	2.63		$	4.47		$	4.64
Net income - diluted		3.78			3.12			2.63			4.47			4.64
Book value		34.65			27.96			24.86			19.78			38.41
Cash dividends		1.52			1.48			1.48			1.44			1.40
Average common shares outstanding - basic		3,715,806			3,672,251			3,610,713			3,564,481			3,553,949
Average common shares outstanding - diluted		3,729,246			3,673,697			3,610,713			3,564,481			3,554,138
Balance Sheet at Year-end
Investment securities	$	542,830		$	546,559		$	496,092		$	558,581		$	704,770
Loans receivable		1,262,074			1,216,048			1,093,533			1,039,385			926,470
Allowance for credit losses on loans		(9,215	)		(8,744	)		(8,852	)		(10,531	)		(11,184	)
Other earning assets		37,397			39,344			51,210			1,242			4,196
Total assets		1,906,005			1,870,894			1,706,318			1,668,497			1,673,340
Deposits		1,642,511			1,628,541			1,488,713			1,418,369			1,449,745
Total borrowed funds		119,869			122,912			114,094			171,327			78,476
Shareholders' equity		129,563			103,349			90,824			70,958			136,494
Selected Financial Ratios
Net interest margin		2.72	%		2.43	%		2.39	%		2.71	%		2.79	%
Net income as a percentage of:
Average total assets		0.74			0.65			0.57			0.96			1.04
Average shareholders' equity		12.28			11.78			11.90			17.18			12.06
Average shareholders' equity to average total assets		6.07			5.49			4.77			3.78			8.62
Dividend payout ratio		40.11			47.48			56.37			32.24			30.15

On September 23, 2025, QNB Corp. and The Victory Bancorp, Inc. (Victory) announced a definitive agreement under which QNB will acquire Victory in an all-stock transaction, creating a bank holding company with nearly $2.4 billion in assets. Upon the completion of the merger, the pro-forma post-merger shareholder ownership split would be approximately 77.2% for QNB and 22.8% for Victory. The transaction is expected to close in the second quarter of 2026, subject to satisfaction of customary closing conditions. Results for the year-ended December 31, 2025 included significant merger-related costs that are non-recurring of $1,138,000; the costs are not normal recurring operating expenses. The following table shows calculated impact of the merger-related costs on net income and ratios, reconciling GAAP to non-GAAP measurements:

• 19 -

Impact of Merger-Related Costs--GAAP to Non-GAAP Measure Reconciliation
(Dollars in thousands, except per share data)
	Twelve months ended,
For the period:	12/31/2025			12/31/2024			Variance
Net income (GAAP)	$	14,090		$	11,448		$	2,642
Merger-related costs		1,138			—			1,138
Income tax benefit		(27	)		—			(27	)
Merger-related costs, net of tax		1,111			—			1,111
Net income excluding impact of merger-related costs (Non-GAAP)	$	15,201		$	11,448		$	3,753
Share and Per Share Data:
Basic:
EPS using Net income (GAAP)	$	3.79		$	3.12		$	0.67
EPS using Net income excluding impact of merger-related costs (Non-GAAP)	$	4.08		$	3.12		$	0.96
Fully-diluted:
EPS using Net income (GAAP)	$	3.78		$	3.12		$	0.66
EPS using Net income excluding impact of merger-related costs (Non-GAAP)	$	4.08		$	3.12		$	0.96
Selected Ratios:
Return on Average Assets (ROAA):
ROAA using Net income (GAAP)		0.74	%		0.65	%	9 bp
ROAA using Net income excluding impact of merger-related costs (Non-GAAP)		0.80	%		0.65	%	15 bp
Return on Average Equity (ROAE):
ROAE using Net income (GAAP)		12.28	%		11.78	%	50 bp
ROAE using Net income excluding impact of merger-related costs (Non-GAAP)		13.24	%		11.78	%	146 bp

Net income for the year ended December 31, 2025 was $14,090,000, or $3.78 per share on a diluted basis. This compares to 2024 net income of $11,448,000 or $3.12 per share on a diluted basis and 2023 net income of $9,483,000, or $2.63 per share on a diluted basis. Excluding the impact of the merger-related costs net of tax, diluted earnings per share was $4.08 for the year-ended December 31, 2025. Two important measures of profitability in the banking industry are an institution’s return on average assets and return on average shareholders’ equity. Return on average assets was 0.74%, 0.65% and 0.57% in 2025, 2024, and 2023, respectively, and return on average shareholders’ equity was 12.28%, 11.78% and 11.90%, respectively, during those same periods. Return on average assets, excluding the impact of the merger-related cost, for the year ended December 31, 2025 was 0.80%. Return on average equity, excluding the impact of the merger-related cost, for the year-ended December 31, 2025 was 13.24%.

The Bank contributed $18,193,000 to net income for the year ended December 31, 2025 compared to $12,237,000 for the same period in 2024; whereas the holding company contributed a net loss of $4,103,000 to consolidated net income for the year ended December 31, 2025 compared to net loss of $789,000 for the same period in 2024. The increase at the Bank was primarily due to improvement in net interest margin. The decrease at the holding company resulted primarily from an increase in interest expense related to the issuance of subordinated debt in 2024 and merger-related expenses.

2025 versus 2024

The results for 2025 include the following significant components:

• Net interest income increased $8,367,000, or 19.5%, to $51,229,000 for 2025.

• The net interest margin on a tax-equivalent basis increased 29 basis points to 2.72% for 2025 from 2.43% for 2024.

• Provision for credit losses was $449,000 for 2025, compared with a reversal of the provision for credit losses was $68,000 for 2024.

• Non-interest income for 2025 was $6,957,000, an increase of $44,000, or 0.6%, compared with 2024.

• 20 -

• Non-interest expense for 2025 was $39,807,000, an increase of $4,323,000, or 12.2%, compared with 2024. Excluding merger-related costs, non-interest expense for 2025 was $38,669,000, an increase of $3,185,000, or 9.0%, compared with 2024.

• Total investment securities decreased $3,729,000, or 0.7%, from December 31, 2024.

• Loans receivable grew $46,026,000, or 3.8%, from December 31, 2024.

• Deposits increased $13,970,000, or 0.9%, from December 31, 2024.

• The holding company issued $40,000,000 in subordinated debt in 2024. Other long-term debt decreased $30,000,000 and short-term borrowings increased $26,757,000, comparing 2025 to 2024.

• Total non-performing loans, which represent loans on non-accrual status and loans past due 90 days or more and still accruing interest, were $8,793,000, or 0.70% of total loans receivable at December 31, 2024, compared with $1,975,000, or 0.16% of total loans receivable at December 31, 2024. Net recoveries for 2025 were $11,000, or 0.00% of average total loans for 2025, as compared with net charge-offs for 2024 were $59,000, or 0.01% of average total loans for 2024.

2024 versus 2023

The results for 2024 include the following significant components:

• Net interest income increased $2,707,000, or 6.74%, to $42,862,000 for 2024.

• The net interest margin on a tax-equivalent basis increased four basis points to 2.43% for 2024 from 2.39% for 2023.

• Reversal of the provision for credit losses was $68,000 for 2024, compared with $844,000 for 2023.

• Non-interest income for 2024 was $6,913,000, an increase of $2,076,000, or 42.9%, compared with 2023.

• Non-interest expense for 2024 was $35,484,000, an increase of $1,375,000, or 4.0%, compared with 2023.

• Total investment securities increased $50,467,000, or 10.2%, from December 31, 2023.

• Loans receivable grew $122,515,000, or 11.2%, from December 31, 2023.

• Deposits increased $139,828,000, or 9.4%, from December 31, 2023.

• The holding company issued $40,000,000 in subordinated debt in 2024.

• Total non-performing loans, which represent loans on non-accrual status and loans past due 90 days or more and still accruing interest, were $1,975,000, or 0.16% of total loans receivable at December 31, 2024, compared with $1,940,000, or 0.18% of total loans receivable at December 31, 2023. Net charge-offs for 2024 were $59,000, or 0.01% of average total loans, as compared with net recoveries for 2023 of $238,000, or 0.02% of average total loans for 2023.

These items, as well as others, will be explained more thoroughly in the next sections.

Net Interest Income

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the years ended December 31, 2025, 2024, and 2023.

Year ended December 31,	2025		2024		2023
Total interest income	$	92,638	$	84,068	$	69,082
Total interest expense		41,409		41,206		28,927
Net interest income		51,229		42,862		40,155
Tax-equivalent adjustment		447		558		584
Net interest income (tax-equivalent basis)	$	51,676	$	43,420	$	40,739

Net interest income is the primary source of operating income for QNB. Net interest income is interest income, dividends, and fees on earning assets, less interest expense incurred for funding sources. Earning assets primarily include loans, investment securities and interest-bearing balances at the Federal Reserve Bank of Philadelphia. Sources used to fund these assets include deposits and borrowed funds. Net interest income is affected by changes in interest rates, the volume and mix of earning assets and interest-bearing liabilities, and the amount of earning assets funded by non-interest-bearing deposits.

• 21 -

For purposes of this discussion, interest income and the average yield earned on loans and investment securities are adjusted to a tax-equivalent basis as detailed in the table that appears above. This adjustment to interest income is made for analysis purposes only. Interest income is increased by the amount of savings of Federal income taxes, which QNB realizes by investing in certain tax-exempt state and municipal securities and by making loans to certain tax-exempt organizations. In this way, the ultimate economic impact of earnings from various assets can be more easily compared.

The net interest rate spread is the difference between average rates received on earning assets and average rates paid on interest-bearing liabilities, while the net interest margin, which includes interest-free sources of funds, is net interest income expressed as a percentage of average interest-earning assets. The Asset/Liability and Investment Management Committee works to manage and maximize the net interest margin for the Company.

2025 versus 2024

On a tax-equivalent basis, net interest income for 2025 increased $8,256,000, or 19.0%, to $51,676,000. The net interest margin, which increased 29 basis points to 2.72%, was favorably impacted by increased rates on and volume of loans. The average rate earned on earning assets increased 17 basis points from 4.73% for 2024 to 4.90% for 2025 with the yield on loans increasing 42 basis points. The yield on investment securities increased six basis points and was favorably impacted by increased yields on U.S. Government agencies and corporate debt securities, partly offset by decreased rates on U.S. Treasuries, state and municipal securities and mortgage-backed securities, causing a decrease in interest income of $1,289,000; the yield was favorably impacted by an increase in average volume of $37,458,000 contributing to a $2,687,000 increase in interest income. The yield on loans was favorably impacted by increased rates on commercial and residential real estate and tax-exempt loan categories, partly offset by rate a decrease in rate on home equity, commercial and industrial and consumer loan categories, contributing to a net $3,666,000 increase in interest income. This was also favorably impacted by a $74,759,000 net increase in average volume, of which $65,392,000 was related to an increase in average commercial real estate loans contributing $3,614,000 in interest income, an increase of $5,570,000 in residential real estate loans average balances contributing $230,000 in interest income, and an increase of $5,566,000 in home equity loans average balances contributing an increase of $379,000 in interest income. The yield on total average interest-bearing liabilities decreased 16 basis points from 2.80% for 2024 to 2.64% for 2025. The growth in loans was funded by the growth in deposits of $88,474,000, or 5.6%. The average rate paid on interest-bearing deposits decreased from 2.71% to 2.40% for the same time periods, respectively, contributing to a decrease in interest expense of $4,749,000; this was partly offset by $82,107,000 increase in average interest-bearing deposits resulting in additional interest expense of $2,406,000. The average rate paid on total borrowings increased from 4.16% to 6.00% for the same time periods, respectively, and contributed to an $809,000 increase in interest expense; average volume increased $14,887,000 and contributed to an increase in interest expense of $1,737,000. Loan and deposit growth was partially offset by the competitive local interest rate market for quality loans and deposits. Net interest spread increased 33 basis points to 2.26% for 2025 compared to 1.93% for 2024.

2024 versus 2023

On a tax-equivalent basis, net interest income for 2024 increased $2,681,000, or 6.6%, to $43,420,000. The net interest margin, which increased four basis points to 2.43%, was favorably impacted by increased rates on and volume of loans and investments. The average rate earned on earning assets increased 64 basis points from 4.09% for 2023 to 4.73% for 2024 with the yield on investments increasing 57 basis points and the yield on loans increasing 50 basis points. The yield on investment securities was favorably impacted by increased yields on all categories except U.S. Treasuries and Equities, causing an increase in interest income of $2,721,000; the yield was unfavorably impacted by a decrease in average volume of $49,754,000 contributing to a $494,000 decrease in interest income. The yield on loans was favorably impacted by increased rates in all loan categories, contributing to a $5,890,000 increase in interest income. This was also favorably impacted by a $110,151,000 net increase in average volume, of which $97,231,000 was related to an increase in average commercial real estate loans contributing $4,757,000 in interest income, an increase of $7,570,000 in home equity loans contributing $494,000 in interest income, and an increase of $4,032,000 in commercial and industrial loans average balances contributing an increase of $303,000 in interest income. The yield on total average interest-bearing liabilities increased 69 basis points from 2.11% for 2023 to 2.80% for 2024. The growth in loans was funded by the growth in deposits of $113,977,000, or 7.8%. The average rate paid on interest-bearing deposits increased from 2.01% to 2.71% for the same time periods, respectively, contributing to an increase in interest expense of $7,967,000, and a $134,229,000 increase in average interest-bearing deposits resulting in additional interest expense of $4,508,000. The average rate paid on total borrowings increased from 3.15% to 4.16% for the same time periods, respectively, offset by an average volume decrease of $34,917,000; the net impact contributed to a decrease in interest expense of $196,000. Loan and deposit growth was partially offset by the competitive local interest rate market for quality loans and deposits. Net interest spread decreased five basis points to 1.93% for 2024 compared to 1.98% for 2023.

• 22 -

Average Balances, Rates, and Interest Income and Expense Summary (Tax-Equivalent Basis)

									2024									2023
			Average						Average			Average						Average			Average
			rate			Interest			balance			rate			Interest			balance			rate			Interest
Assets
Investment securities (AFS & Equity):
U.S. Treasury securities	20,741			4.18	%	$	867		$	11,682			5.00	%	$	584		$	4,535			5.06	%	$	229
U.S. Government agencies	75,964			1.18			896			80,332			1.17			942			100,409			1.11			1,119
State and municipal	105,014			2.80			2,936			106,806			3.39			3,623			109,598			2.89			3,164
Mortgage-backed and CMOs	349,007			2.41			8,408			357,977			2.68			9,580			399,599			2.14			8,555
Corporate debt securities and money market funds	65,358			6.42			4,198			17,560			5.76			1,012			6,655			4.40			293
Equities	—			0.00			—			4,269			3.88			166			7,584			4.22			320
Total investment securities	616,084			2.81			17,305			578,626			2.75			15,907			628,380			2.18			13,680
Loans:
Commercial real estate	875,917			5.96			52,194			810,525			5.53			44,805			713,294			4.89			34,900
Residential real estate	115,890			4.47			5,177			110,320			4.12			4,542			107,379			3.73			4,005
Home equity loans	71,280			6.32			4,508			65,714			6.81			4,475			58,144			6.52			3,794
Commercial and industrial	139,423			7.35			10,248			141,998			7.52			10,682			137,966			7.50			10,344
Consumer loans	3,266			7.82			255			3,635			8.12			295			3,889			7.29			283
Tax-exempt loans	19,682			4.32			850			18,507			3.90			721			19,876			3.56			707
Total loans, net of unearned income*	1,225,458			5.98			73,232			1,150,699			5.69			65,520			1,040,548			5.19			54,033
Other earning assets	58,275			4.37			2,548			59,734			5.36			3,199			34,816			5.61			1,953
Total earning assets	1,899,817			4.90			93,085			1,789,059			4.73			84,626			1,703,744			4.09			69,666
Cash and due from banks	14,186									13,847									13,918
Accumulated other comprehensive loss, net of tax	(56,407	)								(65,087	)								(77,428	)
Allowance for credit losses on loans	(9,140	)								(8,965	)								(8,820	)
Other assets	43,281									41,709									39,187
Total assets	1,891,737								$	1,770,563								$	1,670,601
Liabilities and Shareholders' Equity
Interest-bearing deposits:
Interest-bearing demand	381,199			0.97	%	$	3,706		$	346,590			0.93	%	$	3,225		$	315,990			0.60	%	$	1,900
Municipals	159,245			3.76			5,993			146,446			4.64			6,794			131,610			4.46			5,867
Money market	259,201			2.82			7,312			237,071			3.45			8,181			183,004			2.64			4,823
Savings	279,212			1.29			3,591			285,011			1.28			3,651			348,878			1.20			4,187
Time less than 100	176,438			3.57			6,291			170,998			3.98			6,808			121,622			2.63			3,194
Time 100 through 250	154,087			3.95			6,088			145,022			4.53			6,570			107,560			3.59			3,859
Time greater than 250	53,694			4.01			2,152			49,831			4.51			2,247			38,076			3.08			1,171
Total interest-bearing deposits	1,463,076			2.40			35,133			1,380,969			2.71			37,476			1,246,740			2.01			25,001
Short-term borrowings	56,582			3.72			2,103			48,526			2.37			1,148			108,862			3.01			3,273
Long-term debt	8,795			4.74			423			27,869			4.67			1,322			15,712			4.10			653
Subordinated debt	39,167			9.44			3,750			13,262			9.34			1,260			—			—			—
Total borrowings	104,544			6.00			6,276	—		89,657			4.16			3,730	—		124,574			3.15			3,926
Total interest-bearing liabilities	1,567,620			2.64			41,409	—		1,470,626			2.80			41,206	—		1,371,314			2.11			28,927
Non-interest-bearing deposits	194,892									188,525									208,777
Other liabilities	14,443									14,195									10,812
Shareholders' equity	114,782									97,217									79,698
Total liabilities and shareholders' equity	1,891,737								$	1,770,563								$	1,670,601
Net interest rate spread				2.26	%								1.93	%								1.98	%
Margin/net interest income				2.72	%	$	51,676						2.43	%	$	43,420						2.39	%	$	40,739

All values are in US Dollars.

Tax-exempt securities and loans were adjusted to a tax-equivalent basis and are based on the marginal Federal corporate tax rate of 21 percent. Non-accrual loans and investment securities are included in earning assets.

* Includes loans held-for-sale

• 23 -

Rate-Volume Analysis of Changes in Net Interest Income (1) (2) (3)

									2024 vs. 2023
						Total			Due to change in:						Total
			Rate			Change			Volume			Rate			Change
Interest income:
Investment securities (AFS & Equity):
U.S. Treasury securities	452		$	(169	)	$	283		$	362		$	(7	)	$	355
U.S. Government agencies	(51	)		5			(46	)		(224	)		47			(177	)
State and municipal	(61	)		(626	)		(687	)		(81	)		540			459
Mortgage-backed and CMOs	(240	)		(932	)		(1,172	)		(892	)		1,917			1,025
Corporate debt securities and money market funds	2,753			433			3,186			481			238			719
Equities	(166	)		—			(166	)		(140	)		(14	)		(154	)
Total Investment securities (AFS & Equity)	2,687			(1,289	)		1,398			(494	)		2,721			2,227
Loans:
Commercial real estate	3,614			3,775			7,389			4,757			5,148			9,905
Residential real estate	230			405			635			109			428			537
Home equity loans	379			(346	)		33			494			187			681
Commercial and industrial	(193	)		(241	)		(434	)		303			35			338
Consumer loans	(30	)		(10	)		(40	)		(18	)		30			12
Tax-exempt loans	46			83			129			(48	)		62			14
Total loans	4,046			3,666			7,712			5,597			5,890			11,487
Other earning assets	(78	)		(573	)		(651	)		1,397			(151	)		1,246
Total interest income	6,655			1,804			8,459			6,500			8,460			14,960
Interest expense:
Interest-bearing deposits:
Interest-bearing demand	322			159			481			184			1,141			1,325
Municipals	594			(1,395	)		(801	)		662			265			927
Money market	764			(1,633	)		(869	)		1,425			1,933			3,358
Savings	(74	)		14			(60	)		(767	)		231			(536	)
Time less than 100	216			(733	)		(517	)		1,297			2,317			3,614
Time 100 through 250	410			(892	)		(482	)		1,345			1,366			2,711
Time greater than 250	174			(269	)		(95	)		362			714			1,076
Total interest-bearing deposits	2,406			(4,749	)		(2,343	)		4,508			7,967			12,475
Short-term borrowings	191			764			955			(1,814	)		(311	)		(2,125	)
Long-term debt	(905	)		6			(899	)		508			161			669
Subordinated debt	2,451			39			2,490			1,260			—			1,260
Total borrowings	1,737			809			2,546			(46	)		(150	)		(196	)
Total interest expense	4,143			(3,940	)		203			4,462			7,817			12,279
Net interest income	2,512		$	5,744		$	8,256		$	2,038		$	643		$	2,681

All values are in US Dollars.

• Loan fees have been included in the change in interest income totals presented. Non-accrual loans and investment securities have been included in average balances.
• Changes due to both volume and rates have been allocated in proportion to the relationship of the dollar amount change in each.
• Interest income on loans and securities is presented on a tax-equivalent basis.

The Rate-Volume Analysis tables, as presented on a tax-equivalent basis, highlight the impact of changing rates and volumes on interest income and interest expense. Total interest income on a tax-equivalent basis increased $8,459,000 to $93,085,000 for 2025, while total interest expense increased $203,000 to $41,409,000. Volume growth in earning assets contributed an additional $6,655,000 of interest income and interest rate increases contributed an additional $1,804,000 of interest income. Rate-related interest expense decreased $3,940,000, while volume-related interest expense increased $4,143,000.

Investments

2025 versus 2024

Interest income on available-for-sale and equity investment securities increased $1,398,000 when comparing the two years. The rate on securities increased six basis-points and was negatively impacted by the interest-rate swap that had a more positive impact on the yield in 2024 than 2025. The average yield on the available-for-sale and equity investment portfolio increased to 2.81% for 2025 compared to 2.75% for 2024.

Income on U.S. Government agency securities yields were 1.18% for 2025 compared to 1.17% for 2024. Most of the bonds in the agency portfolio have call features ranging from three months to three years, none of which were exercised during 2025. Average

• 24 -

balances, which decreased $4,368,000, reduced interest income by $51,000; partly offset by $5,000 increase in interest income due to rate.

Interest income on state and municipal securities decreased $687,000. Average balances, which decreased $1,792,000, reduced interest income by $61,000. The decrease in yield of 59 basis points from 3.39% in 2024 to 2.80% in 2025 caused a $626,000 decrease to interest income. The rate on the municipal securities, excluding the impact of the interest rate swap, remained unchanged at 2.22%. The impact of the swap was a positive 58 basis points in 2025 and a positive 118 basis points in 2024, this decrease is the primary cause of the 59-basis-point decrease in the yield. Many of these bonds have either reached maturity or their call dates and are being replaced with municipal bonds with less favorable tax-equivalent yields. Typically, QNB purchased municipal bonds with 10- to 15-year maturities with call dates between 2 and 5 years. Future demand for tax-exempt municipal securities is uncertain, as the tax-equivalent yield could be less favorable compared to other securities with similar risk-based capital asset-weighting characteristics.

All the mortgage-backed and collateralized mortgage obligations (“CMO”) securities owned by QNB are issued by U.S. Government agencies and sponsored enterprises (“GSE”) and carry the implicit backing of the U.S. Government, but they are not direct obligations of the U.S. Government. Interest income on mortgage-backed securities and CMOs decreased $1,172,000. The rate on the mortgage-backed securities and CMOs, excluding the impact of the interest rate swap, increased 29 basis points from 1.69% in 2024 to 1.98% in 2025. The impact of the swap was a positive 43 basis points in 2025 and a positive 98 basis points in 2024, a decrease of 55 basis points. The net change to rate was a negative 27 basis points. This portfolio generally provides higher yields relative to agency bonds and provides monthly cash flow which can be used for liquidity purposes or can be reinvested as interest rates increase.

Income on corporate debt securities increased $3,186,000 due to an increase in average balances of $47,798,000 and in yield from 5.76% for 2024 to 6.42% for 2025. Proceeds from the 2024 issuance of subordinated debt were invested in high-yielding securities during 2024 and 2025.

Excess cash at the holding company was invested in U.S. Treasury securities. The 82 basis-point decrease in yield was more than offset by the $9,059 increase in average balances, resulting in a $283,000 increase in interest income on U.S. Treasury securities.

Dividend income on equities decreased $166,000. The equity portfolio was sold during 2024.

2024 versus 2023

Interest income on available-for-sale and equity investment securities increased $2,227,000 when comparing the two years. The 57 basis-point increase in rate, of which the interest rate swaps contributed 38 basis points, contributed an additional $2,721,000 to interest income and the $49,754,000 decrease in volume reduced interest income $494,000. The average yield on the available-for-sale and equity investment portfolio increased to 2.75% for 2024 compared to 2.18% for 2023.

Income on U.S. Government agency securities yields were 1.17% for 2024 compared to 1.11% for 2023. Average balances, which decreased $20,077,000, reduced interest income by $224,000.

Interest income on state and municipal securities increased $459,000. Average balances, which decreased $2,792,000, reduced interest income by $81,000. The increase in yield of 50 basis points from 2.89% in 2023 to 3.39% in 2024 contributing $540,000 to interest income more than offset the decrease in interest income caused by volume. The rate and interest income increases on municipal securities were positively impacted by the interest rate swap, contributing 51 basis points of the increase in rate. Many of these bonds have either reached maturity or their call dates and are being replaced with municipal bonds with less favorable tax-equivalent yields.

Interest income on mortgage-backed securities and CMOs increased $1,025,000 due to a 54 basis-point increase in rate from 2.14% for 2023 to 2.68% for 2024 adding $1,917,000 to interest income; this was partly offset by a $41,622,000 decrease in average balances reducing interest income by $892,000. The rate and interest income increases on mortgage-backed securities were positively impacted by the interest rate swap, contributing 46 basis points. This portfolio generally provides higher yields relative to agency bonds and provides monthly cash flow which can be used for liquidity purposes or can be reinvested as interest rates increase.

Income on corporate debt securities increased $719,000 due to an increase in average balances of $10,905,000 and in yield from 4.40% for 2023 to 5.76% for 2024.

Excess cash at the holding company was invested in U.S. Treasury securities during 2024 adding $355,000 to interest income. The yield on U.S. Treasury securities was 5.00% for 2024 compared to 5.06% for 2023. Average balances increased $7,147,000.

Dividend income on equities decreased $154,000 due to a decrease in average balances of $3,315,000. The equity portfolio was sold during 2024.

• 25 -

Loans

2025 versus 2024

The largest category of the loan portfolio is commercial real estate loans. This category of loans includes commercial purpose loans secured by either commercial properties such as office buildings, hotels, factories, warehouses, medical facilities and retail establishments, or residential real estate, usually the residence of the business owner or investment properties. The category also includes construction and land development loans. Income on commercial real estate loans increased $7,389,000. The increase in average balances of $65,392,000, or 8.1%, contributed an increase in interest income of $3,614,000; the 43-basis-point increase in yield, from 5.53% in 2024 to 5.96% in 2025 contributed $3,775,000 to the increase in interest income.

Income on commercial and industrial loans, the second largest category, decreased $434,000 with average balances decreasing $2,575,000 resulting in a decrease to interest income of $193,000 and an average yield decrease of 17 basis points to 7.35% in 2025 from 7.52% in 2024, contributing to a $241,000 decrease in interest income. Many of the loans in this category are indexed to the prime interest rate.

Tax-exempt loan income increased $129,000 to $850,000 in 2025. When comparing the same periods, average balances increased $1,175,000 to $19,682,000, which contributed a $46,000 increase in interest income. The average yield on the tax-exempt loan portfolio increased from 3.90% for 2024 to 4.32% for 2025, resulting in an increase in interest income of $83,000.

QNB strives to be the “local consumer lender of choice.” QNB continues to focus on its retail lending efforts by adding new product offerings and by marketing and promotion. Overall, retail lending balances increased $10,767,000 and interest income for retail lending increased $1,796,000 in 2025 compared with 2024, driven by a 65 basis-point increase in yield.

Average residential mortgage loans secured by first lien 1-4 family residential mortgages increased by $5,570,000, or 5.0%, to $115,890,000 for 2025. The average yield on the residential real estate portfolio increased 35 basis points to 4.47% for 2025 compared to 4.12% for 2024. Overall, interest income for this segment grew $635,000 in 2025.

Income on home equity loans increased by $1,201,000 when comparing 2025 and 2024. During 2025 and 2024, QNB offered attractive rates on both variable rate and fixed rate home equity loans. Average balances in home equity loans increased $5,566,000, or 8.5%, to $71,280,000 when comparing 2025 and 2024. The yield on the home equity portfolio decreased 49 basis points to 6.32% when comparing the two years. Home values have continued to grow; therefore, we expect the demand for home equity loans will continue.

Interest income on consumer loans decreased $40,000. Consumer loans at QNB experienced a decline in average balances in 2025 of $369,000, or 10.2%, led by a decline in student loans. Student loan balances are no longer insured, and QNB ceased funding originations through its third-party provider during the second half of 2018; average balances decreased $261,000 and interest income decreased $46,000 when comparing 2025 and 2024. Student loans are primarily variable rate loans and interest income was unfavorably impacted by a 132 basis-point decrease in rate.

2024 versus 2023

The largest category of the loan portfolio is commercial real estate loans. This category of loans includes commercial purpose loans secured by either commercial properties such as office buildings, hotels, factories, warehouses, medical facilities and retail establishments, or residential real estate, usually the residence of the business owner or investment properties. The category also includes construction and land development loans. Income on commercial real estate loans increased $9,905,000. The increase in average balances of $97,231,000, or 13.6%, contributed an increase in interest income of $4,757,000; the 64 basis-point increase in yield, from 4.89% in 2023 to 5.53% in 2024 contributed $5,148,000 to the increase in interest income.

Income on commercial and industrial loans, the second largest category, increased $338,000 with average balances increasing $4,032,000 resulting in an increase to interest income of $303,000 and an average yield increase of two basis points to 7.52% in 2024 from 7.50% in 2023, contributing to a $35,000 increase in interest income. Many of the loans in this category are indexed to the prime interest rate.

Tax-exempt loan income increased $14,000 to $721,000 in 2024. When comparing the same periods, average balances decreased $1,369,000 to $18,507,000, which contributed a $48,000 decrease in interest income. The average yield on the tax-exempt loan portfolio increased from 3.56% for 2023 to 3.90% for 2024, resulting in an increase in interest income of $62,000.

Retail lending balances increased $10,257,000 and interest income for retail lending increased $1,230,000 in 2024 compared with 2023, driven by a 41 basis-point increase in yield.

• 26 -

Average residential mortgage loans secured by first lien 1-4 family residential mortgages increased by $2,941,000, or 2.7%, to $110,320,000 for 2024. The average yield on the residential real estate portfolio increased 39 basis points to 4.12% for 2024 compared to 3.73% for 2023. Overall, interest income for this segment grew $537,000 in 2024.

Income on home equity loans increased by $681,000 when comparing 2024 and 2023. During 2024 and 2023, QNB offered attractive rates on both variable rate and fixed rate home equity loans. Average balances in home equity loans increased $7,570,000, or 13.0%, to $65,714,000 when comparing 2024 and 2023. The yield on the home equity portfolio increased 29 basis points to 6.81% when comparing the two years. Home values have continued to grow; therefore, we expect the demand for home equity loans will continue.

Interest income on consumer loans increased $12,000. Consumer loans at QNB experienced a decline in average balances in 2024 of $254,000, or 6.5%, led by a decline in student loans. Student loan average balances decreased $302,000 and interest income decreased $2,000 when comparing 2024 and 2023. Student loans interest income was favorably impacted by a 160 basis-point increase in rate.

Deposits and Borrowings

2025 versus 2024

Total interest expense for 2025 was $41,409,000 compared with $41,206,000 for 2024, an increase of $203,000. Interest expense on deposits decreased $2,343,000 and interest expense on borrowed funds increased $2,546,000 when comparing the two years. The rate paid on interest-bearing deposits decreased 31 basis points; the rate paid on borrowings increased 184 basis points, when comparing the two periods.

Average non-interest-bearing demand accounts increased $6,367,000, or 3.4%, to $194,892,000 for 2025. Average interest-bearing demand accounts increased $34,609,000, or 10.0%, to $381,199,000 for 2025 compared with 2024, with interest expense on interest-bearing demand accounts increasing $481,000 to $3,706,000 for 2025. The average rate paid increased four basis points to 0.97% for 2025 compared to 0.93% for 2024. Interest-bearing business demand average balances increased by $28,976,000, or 25.8%, and related interest expense increased $491,000, while the yield decreased 16 basis points, when comparing the two years. Also included in the interest-bearing demand category is QNB-Rewards checking, a tiered-rate retail checking account product. In order to receive the high rate a customer must receive an electronic statement, have one direct deposit or other ACH transaction and have at least 12 debit card purchase transactions post and clear per statement cycle. If these qualifications are not met, the rate paid is 0.10%. For 2025, the average balance in this product was $91,929,000 and the related interest expense was $360,000 for an average cost of funds of 0.39%. In comparison, the average balance in this product for 2024 was $91,932,000 and the related interest expense was $373,000 for an average cost of funds of 0.41%. The rate paid on the QNB-Rewards product, assuming qualifications are met, is attractive relative to competitors’ offerings as well as other QNB products. This product also generates fee income through the use of the debit card. The average balance of other interest-bearing demand accounts included in this category increased from $142,347,000 for 2024 to $147,983,000 for 2025. The average rate paid on these balances was 0.05% in 2024 and 2025.

Average money market accounts increased $22,130,000, or 9.3%, to $259,201,000 for 2025 compared with 2024. Interest expense on money market accounts decreased $869,000 to $7,312,000 for 2025 compared with 2024. The average interest rate paid on money market accounts was 2.82% for 2025, a decrease of 63 basis points compared with 2024.

Interest expense on municipal interest-bearing demand accounts decreased $801,000 to $5,993,000 for 2025. The average balance of municipal interest-bearing demand accounts increased $12,799,000, or 8.7%, to $159,245,000 and the average interest rate paid on these accounts decreased 88 basis points to 3.76% for 2025 from 4.64% for 2024. Most of these accounts are indexed to the Federal funds rate with negotiated rate floors between 0.15% and 0.35%. Many of these deposits are seasonal in nature and are received during the third quarter as tax receipts are collected and are withdrawn over the course of the next year.

QNB’s online e-Savings product is the largest category of savings deposits and was created to compete with other online savings accounts. Average e-Savings balances decreased $1,187,000, or 0.6%, to $206,682,000 in 2025 compared with $207,869,000 in 2024. The average cost of funds on these accounts was 1.70% for 2025 and 1.71% for 2024. The yield on this account may rise along with market rates and as competition for savings balances increases. Traditional statement savings accounts and club accounts are also included in the savings category and decreased on average by $4,612,000, or 6.0%, to $72,530,000. The average rate paid on traditional savings accounts was 0.11% for 2025, a one basis-point decrease from 0.12% for 2024 and interest expense decreased $14,000, to $77,000 from $91,000 over the same period.

Interest expense on time deposits decreased $1,094,000, to $14,531,000 in 2025, due to a 49-basis-point decrease in yield from 4.27% in 2024 to 3.78% in 2025, partly offset by an $18,368,000 increase in average balances in 2025 to $384,219,000. Similar to fixed-rate loans and investment securities, time deposits reprice over time and, therefore, have less of an immediate impact on costs in either a rising or falling rate environment. However, the maturity and repricing characteristics of time deposits tend to be shorter.

• 27 -

Approximately $360,511,000, or 95.9%, in time deposits will reprice or mature over the next 12 months. The average rate paid on these time deposits is approximately 3.52%.

Short-term borrowings are comprised of sweep accounts structured as repurchase agreements with our commercial customers, overnight FHLB borrowing and short-term FRB borrowing with average balances in 2025 of $19,328,000, $37,253,000 and $1,000, respectively. Interest expense on short-term borrowings increased $955,000 to $2,103,000 when comparing the two years. During this period average balances of repurchase agreements decreased $19,127,000 with a 63 basis-point increase in average rate paid, resulting in a decrease of cost of funds of $229,000. The average balances of borrowings from the FHLB increased $37,155,000 with a 73-basis-point decrease in average rate paid, resulting in an increase in cost of funds of $1,623,000. The average balances of FRB short-term borrowings decreased $9,972,000 resulting in a decrease in cost of funds of $439,000.

Average long-term debt decreased $19,074,000 in 2025 to $8,795,000 with a seven basis-point increase in average yield from 4.67% in 2024 to 4.74% in 2025.

During the third quarter of 2024, the QNB Corp. issued $40,000,000 of subordinated debt; the carrying value net of deferred costs was $39,268,000 at December 31, 2025. The average yield of 9.44% for 2025 and 9.34% for 2024 includes the amortization of the deferred costs. The subordinated debt will initially bear interest at 8.875% per annum from and including the original issue date of the subordinated notes to but excluding September 1, 2029, payable semi-annually in arrears. From September 1, 2029, through maturity or up to an early redemption date, the interest rate resets quarterly to an interest rate per annum equal to the then current three-month SOFR plus a spread, payable quarterly in arrears. On or after the fifth anniversary of the original issue date through maturity, the QNB has the option to redeem the subordinated debt, in whole or in part, on any scheduled interest payment date. QNB may also redeem the subordinated debt in whole at any time in the event of certain specified events. The subordinated debt will mature on September 1, 2034.

The yield on interest-bearing liabilities decreased 16 basis points to 2.64% for 2025.

2024 versus 2023

Total interest expense for 2024 was $41,206,000 compared with $28,927,000 for 2023, an increase of $12,279,000. Interest expense on deposits increased $12,475,000 and interest expense on borrowed funds decreased $196,000 when comparing the two years. The rate paid on interest-bearing deposits increased 70 basis points; the rate paid on borrowings increased 101 basis points, when comparing the two periods.

Average non-interest-bearing demand accounts decreased $20,252,000, or 9.7%, to $188,525,000 for 2024. Average interest-bearing demand accounts increased $30,600,000, or 9.7%, to $346,590,000 for 2024 compared with 2023, with interest expense on interest-bearing demand accounts increasing $1,325,000 to $3,225,000 for 2024. The average rate paid increased 33 basis points to 0.93% for 2024 compared to 0.60% for 2023. Interest-bearing business demand average balances increased by $41,304,000, or 58.2%, and related interest expense increased $1,346,000, or 45 basis points in yield, when comparing the two years. For 2024, the average balance in the QNB-Rewards checking product was $91,932,000 and the related interest expense was $373,000 for an average cost of funds of 0.41%. In comparison, the average balance in this product for 2023 was $93,336,000 and the related interest expense was $389,000 for an average cost of funds of 0.42%. The average balance of other interest-bearing demand accounts included in this category decreased from $151,647,000 for 2023 to $142,347,000 for 2024. The average rate paid on these balances was 0.05% in 2023 and 2024.

Average money market accounts increased $54,067,000, or 29.5%, to $237,071,000 for 2024 compared with 2023. Interest expense on money market accounts increased $3,358,000 to $8,181,000 for 2024 compared with 2023. The average interest rate paid on money market accounts was 3.45% for 2024, an increase of 81 basis points compared with 2023.

Interest expense on municipal interest-bearing demand accounts increased $927,000 to $6,794,000 for 2024. The average balance of municipal interest-bearing demand accounts increased $14,836,000, or 11.3%, to $146,446,000 and the average interest rate paid on these accounts increased 18 basis points to 4.64% for 2024 from 4.46% for 2023.

Average e-Savings balances decreased $48,383,000, or 18.9%, to $207,869,000 in 2024 compared with $256,252,000 in 2023. The average cost of funds on these accounts was 1.71% for 2024 and 1.57% for 2023. Traditional statement savings accounts and club accounts are also included in the savings category and decreased on average by $15,484,000, or 16.7%, to $77,142,000. The average rate paid on traditional savings accounts was 0.12% for 2024, a six basis-point decrease from 0.18% for 2023 and interest expense decreased $79,000, to $91,000 from $170,000 over the same period.

Interest expense on time deposits increased $7,401,000, to $15,625,000 in 2024, due to an increase in average balances of $98,593,000 in 2024, to $365,851,000 and a 119 basis-point increase in yield, from 3.08% in 2023 to 4.27% in 2024.

• 28 -

Short-term borrowings are comprised of sweep accounts structured as repurchase agreements with our commercial customers, overnight FHLB borrowing and short-term FRB borrowing with average balances in 2024 of $38,455,000, $98,000 and $9,973,000, respectively. Interest expense on short-term borrowings decreased $2,125,000 to $1,148,000 when comparing the two years. During this period average balances of repurchase agreements decreased $14,699,000 with a 44 basis-point increase in average rate paid, resulting in a decrease of cost of funds of $36,000. The average balances of borrowings from the FHLB decreased $15,747,000 with a 20 basis-point increase in average rate paid, resulting in a decrease in cost of funds of $772,000. During the first quarter of 2023, QNB borrowed $50,000,000 from the FRB under its Bank Term Funding Program and locked in a rate of 4.39%; this borrowing was paid off in the first quarter of 2024.

Average long-term debt increased $12,157,000 in 2024 to $27,869,000 with a 57 basis-point increase in average yield from 4.10% in 2023 to 4.67% in 2024.

The average yield of 9.34% on subordinated debt includes the amortization of the deferred costs.

The yield on interest-bearing liabilities increased 69 basis points to 2.80% for 2024.

Provision for Credit Losses

The provision for credit losses represents management's determination of the amount necessary to be charged to operations to bring the allowance for credit losses on loans and the allowance for credit losses on unused commitments to amounts that are intended to absorb historical loss experience, current conditions and reasonable and supportable forecasts, in the outstanding loan portfolio and the unused commitments. Management believes that it uses the best information available to make determinations about the adequacy of these allowances and that it has established its existing allowances for credit losses on loan and on unused commitments in accordance with U.S. GAAP. The determination of an appropriate level for the allowance for credit losses on loans and the allowance for credit losses on unused commitments are based upon an analysis of the risks inherent in QNB’s loan portfolio. QNB recorded a provision for credit losses on loans of $460,000 for the twelve months ended December 31, 2025 compared to a reversal of the provision for credit losses on loans of $49,000 for the twelve-month period ended December 31, 2024 and a reversal of the provision for credit losses on loans of $828,000 for the twelve-month period ended December 31, 2023. QNB recorded a reversal of the provision for credit losses on unused commitments of $11,000 during 2025, a reversal of the provision for credit losses on unused commitments of $19,000 during 2024 and a reversal of the provision for credit losses on unused commitments of $16,000 during 2023. Net loan recoveries were $11,000 in 2025, or 0.00% of average loans receivable, compared to loan charge-offs of $59,000, or 0.01% of total average loans for 2024, and net loan recoveries of $238,000, or 0.02% of total average loans for 2023. The majority of the recoveries during 2025, 2024 and 2023, were on these previously charged off commercial loans and student loans. 2025 was partly offset and 2024 was offset by net charge-offs in overdrafts and student loans. Deterioration in credit quality resulting in charge-offs or significant growth in the loan portfolio may result in a higher provision for credit losses on loans in 2026.

Non-Interest Income

Non-interest income comparison
									Change from prior year
									Change					% Change
Year ended December 31,	2025		2024			2023			2025 to 2024		2024 to <br>2023			2025 to <br>2024			2024 to <br>2023
Fees for services to customers	$	1,986	$	1,770		$	1,651				$	119			12.2	%		7.2	%
ATM and debit card		2,991		2,740			2,735					5			9.2			0.2
Retail brokerage and advisory		648		476			862					(386	)		36.1			-44.8
Bank-owned life insurance		338		332			320					12			1.8			3.8
Merchant		321		348			394			)		(46	)		-7.8			-11.7
Net (loss) gain on sale of investment securities		—		919			(2,077	)		)		2,996		N/M			N/M
Unrealized gain (loss) on investment equity securities		—		(215	)		250					(465	)	N/M			N/M
Net gain on sale of loans		63		29			16					13		N/M			N/M
Other		610		514			686					(172	)		18.7			-25.1
Total	$	6,957	$	6,913		$	4,837				$	2,076			0.6	%		42.9	%
N/M - Not Meaningful

All values are in US Dollars.

• 29 -

2025 versus 2024

QNB, through its core banking business, generates various fees and service charges. Total non-interest income includes service charges on deposit accounts, ATM and debit card income, retail brokerage and advisory income, income on bank-owned life insurance, merchant income and gains and losses on investment securities and residential mortgage loans. Total non-interest income was $6,957,000 in 2025 compared with $6,913,000 in 2024, an increase of $44,000, or 0.6%. Excluding the unrealized (losses) gains on equity securities and gains (losses) on sales of investment securities, noninterest income was $6,957,000 in 2025 compared to $6,209,000 in 2024, a decrease of $748,000, or 12.0%.

Fees for services to customers are primarily comprised of service charges on deposit accounts. These fees were $1,986,000 for 2025, an increase of $216,000 from 2024. Overdraft income, which represented approximately 75% of total fees for services to customers in both 2025 and 2024, increased by $161,000, or 12.1%, when comparing 2025 to 2024. The increase in overdraft income primarily reflects an increase in the number of overdraft occurrences. Other fees for services increased $55,000 primarily due to the increase in deposit accounts.

ATM and debit card income is primarily comprised of transaction income on debit cards and ATM cards and ATM surcharge income for the use of QNB’s ATM machines by non-QNB customers. ATM and debit card income was $2,991,000 in 2025, an increase of $251,000 from the amount recorded in 2024. Debit card interchange income increased $250,000 to $2,945,000 in 2025, while ATM surcharge income and monthly card fee income increased $1,000 to $46,000. The growth in checking accounts and card usage contributed to the increase in debit card income, including the QNB Rewards checking product, a tiered-rate checking account which requires, among other terms, the posting of a minimum of twelve debit card purchase transactions per statement cycle to receive the high interest rate.

QNB provides securities and advisory services under the name QNB Financial Services through an independent third-party registered Broker/Dealer and Registered Investment Advisor. QNB receives a percentage of the revenue generated but is responsible for salaries and expenses of advisors who are QNB employees. Retail brokerage and advisory revenue was $648,000 for 2025 compared with $476,000 for 2024, an increase of $172,000, or 36.1%. Advisory fees increased $23,000 comparing 2025 to 2024 due to an increase in client balances. Sales in front-loaded products, such as annuities and alternative investments (which include private equity, hedge funds, managed futures, real estate “REITs”, commodities and derivatives contracts) and trailing income related to these increased $149,000 in 2025 over 2024. In 2025, the net income provided by QNB Financial Services was $185,000, compared with $112,000 in net income for 2024.

Income on bank-owned life insurance (“BOLI”) represents the earnings and death benefits on life insurance policies in which the Bank is the beneficiary. The insurance carriers reset the rates on these policies annually taking into consideration the interest rate environment as well as mortality costs. The existing policies have rate floors which limit how low the earnings rate can go. Some of these policies are currently at their floor. Income on these policies during 2025 was $338,000 compared to $332,000 for 2024.

Merchant income represents fees charged to merchants for the Bank’s handling of credit card or charge sales. Merchant income was $321,000 for 2025, a decrease of $27,000 compared to the amount reported in 2024.

The fixed-income securities portfolio represents a significant portion of QNB’s earning assets and is also a primary tool in liquidity and asset/liability management. QNB actively manages its fixed-income portfolio to take advantage of changes in the shape of the yield curve, changes in spread relationships in different sectors, and for liquidity purposes. Management continually reviews strategies that will result in an increase in the yield or improvement in the structure of the investment portfolio, including monitoring credit and concentration risk in the portfolio. In addition, the Corporation owned a small portfolio of equity securities for the purpose of generating both dividend income and capital appreciation; this equity portfolio was sold during 2024.

Net gains (losses) on sales of investment securities were $919,000 for the year ended December 31, 2024, there were no sales in 2025. Net gains from sales of equity securities were $2,015,000 in 2024. QNB completed the exchange offer to convert the Bank's Visa B-1 shares to B-2 and C shares in the second quarter of 2024; QNB sold the Visa Class C shares in the fourth quarter of 2024 and realized a gain of $1,498,000. QNB sold its other equity securities and realized a gain of $517,000 during the twelve months ended December 31, 2024. Net loss on the sale of fixed income securities was $1,096,000 for 2024. QNB improved the efficiency of its investment portfolio by executing sales of low yielding fixed rate available-for-sale securities during. QNB sold both state and municipal securities and mortgage-backed and CMO securities totaling $13,139,000 during 2024. Unrealized losses on equity securities of $215,000 were recorded during 2024.

The net gain on residential mortgage sales is directly related to the volume of mortgages sold and the timing of the sales relative to the interest rate environment. Residential mortgage loans to be sold are identified at origination. The net gain on the sale of residential mortgage loans was $63,000 and $29,000 for 2025 and 2024, respectively. Mortgage financing activity was greater in 2025, due to

• 30 -

available properties. Proceeds from the sale of residential mortgages were $2,254,000 and $1,765,000 for the years ended December 31, 2025 and 2024, respectively. Included in the gains on the sale of residential mortgages in 2025 and 2024 are $17,000 and $13,000, respectively, related to the recognition of mortgage servicing assets.

QNB retains servicing rights for residential mortgages sold in the secondary market. A servicing fee is retained on all mortgage loans sold and serviced. QNB recognizes its obligation to service financial assets that are retained in a transfer of assets in the form of a servicing asset. The servicing asset is amortized in proportion to, and over, the period of net servicing income or loss. On a quarterly basis, servicing assets are assessed for impairment based on their fair value. Mortgage servicing income of $105,000 for 2025 and $116,000 for 2024 is included in other non-interest income.

Other non-interest income, excluding mortgage servicing income, was $505,000 for 2025, an increase of $107,000 from the amount recorded in 2024. Letter of credit fees increased $46,000 and title company income increased $20,000 when comparing 2025 to 2024.

2024 versus 2023

Total non-interest income was $6,913,000 in 2024 compared with $4,837,000 in 2023, an increase of $2,076,000. Excluding the unrealized (losses) gains on equity securities and gains (losses) on sales of investment securities, noninterest income was $6,209,000 in 2024 compared to $6,664,000 in 2023, a decrease of $455,000.

Fees for services to customers were $1,770,000 for 2024, an increase of $119,000 from 2023. Overdraft income, which represented approximately 75% of total fees for services to customers in 2024 and 78% in 2023, increased by $38,000, or 2.9%, when comparing 2024 to 2023. Other fees for services increased $119,000 primarily due to the increase in deposit accounts.

ATM and debit card income was $2,740,000 in 2024, an increase of $5,000 from the amount recorded in 2023. Debit card interchange income increased $10,000 to $2,695,000 in 2024, while ATM surcharge income and monthly card fees income decreased $5,000 to $45,000.

Retail brokerage and advisory revenue was $476,000 for 2024 compared with $862,000 for 2023, a decrease of $386,000, or 44.8%. Advisory fees decreased $461,000 comparing 2024 to 2023 due to a decrease in client balances following employee turnover. Sales in front-loaded products increased $75,000 in 2024 over 2023. In 2024, the net income provided by QNB Financial Services was $112,000, compared with $186,000 in net income for 2023.

Income on BOLI policies during 2024 was $332,000 compared to $320,000 for 2023. Merchant income was $348,000 for 2024, a decrease of $46,000 compared to the amount reported in 2023.

Net gains (losses) on sales of investment securities increased $2,996,000 to a net gain of $919,000 for the year ended December 31, 2024, compared with a net loss of $2,077,000 for the year ended December 31, 2023. Net gains from sales of equity securities were $2,015,000 in 2024 compared to a net loss of $19,000 in 2023. QNB sold the Visa Class C shares in the fourth quarter of 2024 and realized a gain of $1,498,000. QNB sold its other equity securities and realized a gain of $517,000 during the twelve months ended December 31, 2024 compared to a loss of $19,000 for the same period of 2023. Net loss on the sale of fixed income securities was $1,096,000 for 2024 compared to a net loss of $2,058,000 for 2023. QNB improved the efficiency of its investment portfolio by executing sales of low yielding fixed rate available-for-sale securities during 2023 and 2024. QNB sold both state and municipal securities and mortgage-backed and CMO securities totaling $13,139,000 during 2024 and $33,213,000 during 2023. Unrealized losses on equity securities of $215,000 were recorded during 2024 compared to unrealized gains of $250,000 during 2023.

The net gain on the sale of residential mortgage loans was $29,000 and $16,000 for 2024 and 2023, respectively. Mortgage financing activity was greater in 2024, due to available properties. Proceeds from the sale of residential mortgages were $1,765,000 and $989,000 for the years ended December 31, 2024 and 2023, respectively. Included in the gains on the sale of residential mortgages in 2024 and 2023 are $13,000 and $7,000, respectively, related to the recognition of mortgage servicing assets.

Mortgage servicing income of $116,000 for 2024 and $125,000 for 2023 is included in other non-interest income.

Other non-interest income, excluding mortgage servicing income, was $398,000 for 2024, a decrease of $163,000 from the amount recorded in 2023. Other non-interest income included sales tax refunds in 2023 of $117,000 and broker-dealer conversion costs reimbursements of $18,000 in 2023. Losses on premises and equipment were $14,000 in 2024 compared to gains in 2023 of $6,000. Letter of credit fees decreased $16,000 when comparing 2024 to 2023.

• 31 -

Non-Interest Expense

Non-interest expense comparison
							Change from prior year
							Change					% Change
Year ended December 31,	2025		2024		2023		2025 to 2024		2024 to <br>2023			2025 to <br>2024			2024 to <br>2023
Salaries and employee benefits	$	21,261	$	19,741	$	19,026			$	715			7.7	%		3.8	%
Net occupancy		2,320		2,207		2,223				(16	)		5.1			-0.7
Furniture and equipment		4,434		3,973		3,602				371			11.6			10.3
Marketing		1,038		1,044		964		)		80			-0.6			8.3
Third party services		3,069		2,595		2,422				173			18.3			7.1
Telephone, postage and supplies		511		505		571				(66	)		1.2			-11.6
State taxes		947		577		367				210			64.1			57.2
FDIC insurance premiums		1,033		1,156		1,058		)		98			-10.6			9.3
Merger-related		1,138		—		—				—		N/M			N/M
Other		4,056		3,686		3,876				(190	)		10.0			-4.9
Total	$	39,807	$	35,484	$	34,109			$	1,375			12.2	%		4.0	%

All values are in US Dollars.

2025 versus 2024

Non-interest expense is comprised of costs related to salaries and employee benefits, net occupancy, furniture and equipment, marketing, third party services, FDIC insurance premiums, regulatory assessments and taxes and various other operating expenses. Total non-interest expense was $39,807,000 in 2025, an increase of $4,323,000, or 12.2%, from the $35,484,000 in 2024. QNB’s overhead efficiency ratio, which represents the percentage of each dollar of revenue that is used for non-interest expense, is calculated by taking non-interest expense divided by net operating revenue (tax-equivalent net interest income plus non-interest income). QNB’s efficiency ratios for 2025, 2024 and 2023 were 67.9%, 70.5%, and 74.8%, respectively. The favorable decrease in the 2025 efficiency ratio is primarily due to an increase in tax-equivalent net interest income of $8,256,000 in 2025 over 2024.

Salaries and benefits expense is the largest component of non-interest expense. QNB monitors, using various surveys, the competitive salary and benefit information in its markets and makes adjustments when appropriate. Salaries and benefits expense for 2025 was $21,261,000, an increase of $1,520,000, or 7.7%, compared with $19,741,000 reported in 2024. Salary expense and related payroll taxes for 2025 were $18,337,000, an increase of $1,455,000, or 8.6%, compared with $16,882,000 reported in 2024, due to annual salary increased and a $684,000 increase in bonus and related tax expense due to performance factors being met or exceeded. Benefit expense for 2025 was $2,924,000, an increase of $65,000, or 2.3%, from the amount recorded in 2024. Medical premiums decreased $53,000 primarily due to a decrease in claims. Retirement plan matching and safe harbor increased $47,000 compared to 2024. QNB utilized unvested forfeited 401(k) contributions to offset retirement plan matching in 2025 and 2024. During 2023, the Bank adopted a Nonqualified Deferred Compensation Plan ("NQDC Plan"). The purpose of the NQDC Plan is to provide a deferred compensation vehicle to which the Bank may credit discretionary amounts on behalf of key employees for recruitment and reward. NQDC Plan expense was $157,000 for the year ended December 31, 2025 compared to $136,000 for the year ended December 31, 2024.

Net occupancy and furniture and equipment expense increased $574,000, to $6,754,000 when comparing 2025 to 2024, due primarily to increased software maintenance.

Marketing expense was $1,038,000 for 2025, a $6,000 decrease from the expense recorded in 2024. QNB’s contributions and sponsorships for not-for-profit organizations, events and clubs in the communities it serves are included in public relations expense which decreased $26,000 in 2025 Advertising and sales promotions costs increased $20,000 in 2025 over 2024.

Third party services are comprised of professional services, including legal, accounting, auditing and consulting services, as well as fees paid to outside vendors for support services of day-to-day operations. These support services include information technology services, correspondent banking services, statement printing and mailing, investment security safekeeping and supply management services. Third party services increased $474,000 primarily due to an increase of $325,000 in information technology services.

Telephone, postage and supplies expense increased $6,000 to $511,000 in 2025 compared with 2024, primarily due to an increase in telephone costs due to usage.

The premium assessment formula for small institutions is based on asset growth and related risk assumptions determined by the FDIC as well as capital. Small institutions, for FDIC premium assessments purposes, are defined as those with total consolidated assets less than $10 billion. FDIC insurance premium expense decreased $123,000 in 2025 as there was a higher assessment rate during 2024.

• 32 -

State tax expense represents the payment of the Pennsylvania Shares Tax and Pennsylvania sales and use tax. State tax expense was $947,000 and $577,000 for the years 2025 and 2024, respectively. The Pennsylvania Shares Tax is based primarily on the equity of the Bank. The increase in Pennsylvania Shares Tax is a result of higher capital.

Merger-related costs are not normal recurring operating expenses. The costs during 2025 of $1,138,000 were related to securing the fairness opinion and preparing and reviewing definitive transaction documents, such as the merger agreement, ensuring regulatory compliance. Approximately 89% of these costs are not deductible for income tax purposes.

Other operating expenses for the twelve months ended December 31, 2025 increased $370,000, or 10.0%. There was an increase of $226,000 in director fees as fees were bought in line with peers. There was an increase of $68,000 in write-offs primarily due to fraud on customer and $69,000 increase in business development costs.

2024 versus 2023

Total non-interest expense was $35,484,000 in 2024, an increase of $1,375,000, or 4.0%, from the $34,109,000 in 2023. QNB’s overhead efficiency ratio, which represents the percentage of each dollar of revenue that is used for non-interest expense, is calculated by taking non-interest expense divided by net operating revenue (tax-equivalent net interest income plus non-interest income). QNB’s efficiency ratios for 2024, 2023 and 2022 were 70.5%, 74.8%, and 61.8%, respectively. The favorable decrease in the 2024 efficiency ratio is primarily due to an increase in tax-equivalent net interest income of $2,681,000 in 2024 over 2023.

Salaries and benefits expense for 2024 was $19,741,000, an increase of $715,000, or 3.8%, compared with $19,026,000 reported in 2023. Salary expense and related payroll taxes for 2024 were $16,882,000, an increase of $893,000 compared with $15,989,000 reported in 2023. Benefit expense for 2024 was $2,859,000, a decrease of $178,000, or 5.9%, from the amount recorded in 2023. Medical premiums decreased $225,000 primarily due to a decrease in claims. Retirement plan matching and safe harbor increased $44,000 compared to 2023. NQDC Plan expense was $136,000 for the year ended December 31, 2024 compared to $108,000 for the year ended December 31, 2023.

Net occupancy and furniture and equipment expense increased $355,000, to $6,180,000 when comparing 2024 to 2023, due primarily to increased software maintenance.

Marketing expense was $1,044,000 for 2024, an $80,000 increase from the expense recorded in 2023. Public relations expense decreased $28,000 in 2024 Advertising and sales promotions costs increased $119,000 in 2024 over 2023.

Third party services increased $173,000.

Telephone, postage and supplies expense decreased $66,000 to $505,000 in 2024 compared with 2023, primarily due to reduction in transportation costs for supplies and mail delivery services due to usage.

FDIC insurance premium expense increased $98,000 in 2024 over 2023 due to an increase in capital.

State tax expense was $577,000 and $367,000 for the years 2024 and 2023, respectively. The Pennsylvania Shares Tax is based primarily on the equity of the Bank. The increase in Pennsylvania Shares Tax is a result of higher capital and a decrease in tax credits.

Other operating expenses for the twelve months ended December 31, 2024 decreased $190,000, or 4.9%. There was a decrease of $478,000 in write-offs primarily due to fraud on customer accounts offset by increases in debit card expense of $233,000 and the recording of a potential expense of $85,000 related to the Visa stock exchange make-whole agreement.

Income Taxes

Applicable income tax expense and effective tax rates were $3,840,000, or 21.4% for 2025, $2,911,000, or 20.3% for 2024 and $2,244,000, or 19.1% for 2023. The primary reason for the increased effective tax rate for 2025 over 2024 was due to non-taxable merger-related cost in 2025 and an increase in the valuation allowance. The primary reason for the increased effective tax rate for 2024 over 2023 was due to a decrease in allowable tax-exempt interest due to higher disallowed interest expense related to a higher cost of funds and an increase in the valuation allowance.

QNB expects the effective tax rate in 2026 to be higher than the 21% corporate rate, due to anticipated non-deductible merger-related costs, partly offset by its holdings of tax-free assets, including municipal bonds, municipal loans, and life insurance contracts. For a more comprehensive analysis of income tax expense and deferred taxes, refer to Note 12 in the Notes to Consolidated Financial Statements.

• 33 -

Financial Condition

ASSETS

The following table presents total assets at the dates indicated:

							Change from prior year
Year ended December 31,	2025			2024			Amount			Percent
Cash and cash equivalents	$	50,297		$	50,713		$	(416	)		-0.8	%
Investment securities AFS		542,830			546,559			(3,729	)		-0.7
Restricted investment in bank stocks		6,663			5,436			1,227			22.6
Loans held for sale		246			664			(418	)		-63.0
Loans receivable		1,262,074			1,216,048			46,026			3.8
Allowance for credit losses on loans		(9,215	)		(8,744	)		(471	)		-5.4
Premises and equipment, net		16,886			17,255			(369	)		-2.1
Bank-owned life insurance		12,275			11,937			338			2.8
Accrued interest receivable		4,839			4,965			(126	)		-2.5
Other assets		19,110			26,061			(6,951	)		-26.7
Total assets	$	1,906,005		$	1,870,894		$	35,111			1.9	%

Cash and Interest-earning Deposits

Total cash and cash equivalents decreased $416,000 to $50,297,000 at December 31, 2025 from $50,713,000 at December 31, 2024. QNB had interest-bearing balances at the Federal Reserve Bank of $34,780,000 compared with $35,867,000 and interest-bearing balances in a brokerage account of $627,000 compared with $3,414,000 at December 31, 2025 and December 31, 2024, respectively. At December 31, 2025 and December 31, 2024 there was $1,800,000 and $0, respectively, held as collateral against the fair value swaps held a correspondent bank. Net cash was provided by operating and financing activities. Proceeds received from deposit growth and net proceeds from the issuance of short-term borrowings more than offset the repayment of long-term debt, excess funds were used support loan. The maturity, prepayment and sales of investment securities were used to reinvest in higher-yielding securities and to support loan growth.

Investment Securities and Other Short-Term Investments

At December 31, 2025 and 2024, QNB had no Federal funds sold.

QNB accounts for its investments by classifying securities into four categories. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Debt securities that QNB has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Debt securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses, net of tax, excluded from earnings and reported as a separate component of shareholders’ equity. Equity investments with readily determinable fair values are measured at fair value with changes in fair value recognized in net income. Management determines the appropriate classification of securities at the time of purchase.

Investment Portfolio History
December 31,	2025		2024		2023
Investment Securities Available-for-Sale
U.S. Treasuries	$	21,583	$	18,010	$	6,451
U.S. Government agency		70,850		66,908		74,122
State and municipal		88,787		86,352		89,189
U.S. Government agencies and sponsored enterprises (GSEs):
Mortgage-backed		182,208		198,510		224,238
Collateralized mortgage obligations (CMOs)		149,203		161,646		89,973
Corporate debt and money market funds		30,199		15,133		6,209
Total investment securities available-for-sale	$	542,830	$	546,559	$	490,182

• 34 -

Investments Available-For-Sale Debt Securities

Available-for-sale investment securities include securities that management intends to use as part of its liquidity and asset/liability management strategy. These securities may be sold in response to changes in market interest rates, changes in the securities prepayment or credit risk, the need for liquidity, or growth in loan demand. At December 31, 2025, the fair value of investment debt securities available-for-sale, including the impact of fair value hedges, was $542,830,000, or $59,217,000 less than the amortized cost of $602,047,000. This compares to a fair value of $546,559,000, or $79,832,000 less than the amortized cost of $626,391,000, at December 31, 2024. The available-for-sale portfolio had a weighted average maturity of approximately 6.0 years at December 31, 2025 and 6.6 years at December 31, 2024 and a weighted average tax-equivalent yield of 2.81% and 2.40% at December 31, 2025 and 2024, respectively.

At December 31, 2025, approximately 74% of QNB’s investment securities available-for-sale were either U.S. Government agency debt securities, U.S. Government agency issued mortgage-backed securities or CMOs. As of December 31, 2025, QNB held no securities of any one issue or any one issuer (excluding the U.S. Treasury, U.S. Government and its agencies) that were in excess of 10% of shareholders’ equity.

The QNB investment portfolio represents a significant portion of earning assets and interest income. QNB actively manages the investment portfolio in an attempt to maximize earnings, while considering liquidity needs, interest rate risk and credit risk. The decrease of the investment portfolio as a percentage of total assets in 2025 is due to the proceeds from payments, maturities and sales being used to fund loan growth. During 2025, $80,940,000 of investment securities available-for-sale were purchased compared with $130,679,000 during 2024. Proceeds from the sale of investment securities available-for-sale were $13,139,000 during 2024 compared with no sales during 2025. Proceeds from maturities, calls and prepayments were $104,326,000 during 2025 compared with $64,959,000 during 2024.

Treasury securities had a fair value of $21,583,000 at December 31, 2025 compared to $18,010,000 at December 31, 2024. Excess cash at the holding company was invested in short-term Treasury securities in 2025 and 2024.

The balance of U.S. Government agency securities increased $3,942,000 to $70,850,000 at December 31, 2025 and represents 13.0% of the available-for-sale investment portfolio, compared with 12.2% at December 31, 2024. U.S. Government agency issued CMO and MBS balances decreased $28,745,000 to $331,411,000 and represents 61.0% of the available-for-sale portfolio compared with 65.9% at December 31, 2024. These bonds provide monthly cash flow to be reinvested in either loans or other securities, potentially at higher yields as rates increase.

The balance of municipal securities increased $2,435,000 to $88,787,000 at December 31, 2025, representing 16.4% of the available-for-sale portfolio compared with 15.8% at December 31, 2024. QNB focuses on the financial performance of the underlying issuer for municipal bond purchases in addition to the bond rating of the issuer or the rating of bond insurer, if present.

QNB owns one collateralized debt obligations (“CDO”) in the form of a pooled trust preferred security and is included in the Corporate debt category. The security is comprised of securities issued by banks or bank holding companies. QNB owns the mezzanine tranche of this security. The security is structured so that the senior and mezzanine tranches are protected from defaults by over-collateralization and cash flow default protection provided by subordinated tranches. The trust preferred security the Bank continues to hold has a carrying balance of $50,000 at December 31, 2025 and represents the senior-most obligation of the trust. There was no credit-related impairment charge during 2025, 2024 or 2023. Future estimates of fair value of the remaining security could require recording additional impairment charges through earnings. For additional detail on these securities see Note 18 of the Notes to Consolidated Financial Statements.

The weighted average maturity in the following table is based on the stated contractual maturity or likely call date of all securities except for MBS and CMOs, which are based on estimated average life. The maturity of the portfolio could become shorter if interest rates decline and prepayments on MBS and CMOs increase or securities are called. However, the estimated average life could lengthen if interest rates were to increase and principal payments on MBS and CMOs slowed or securities anticipated to be called extend past their call date.

• 35 -

Investment Portfolio Maturities and Weighted Average Yields

December 31, 2025	One year<br>or less			After one<br>year<br>through<br>five years			After five<br>years<br>through<br>ten years			After ten<br>years			Total
Investment Securities Available-for-Sale
U.S. Treasuries
Fair value	$	21,583		$	—		$	—		$	—		$	21,583
Weighted average yield		3.81	%		—			—			—			3.81	%
U.S. Government agency:
Fair value		1,962			63,515			5,373			—		$	70,850
Weighted average yield		0.74	%		1.14	%		1.74	%		—			1.17	%
State and municipal:
Fair value		—			3,274			31,107			54,406			88,787
Weighted average yield		—			2.50	%		2.19	%		1.98	%		2.07	%
Mortgage-backed:
Fair value		80			61,611			120,517			—			182,208
Weighted average yield		1.74	%		1.46	%		1.64	%		—			1.58	%
Collateralized mortgage obligations (CMOs):
Fair value		668			61,141			87,394			—			149,203
Weighted average yield		1.78	%		3.07	%		3.50	%		—			3.32	%
Corporate debt and money market funds:
Fair value		392			5,043			24,764			—			30,199
Weighted average yield		7.07	%		6.57	%		6.54	%		—			6.55	%
Total fair value	$	24,685		$	194,584		$	269,155		$	54,406		$	542,830
Weighted average yield		3.56	%		2.01	%		2.76	%		1.98	%		2.45	%

Securities are assigned to categories based on stated contractual maturity except for mortgage-backed securities and CMOs which are based on anticipated payment periods and state and municipal securities which are based on pre-refunded date, if applicable. Tax-exempt securities were adjusted to a tax-equivalent basis and are based on the marginal Federal corporate tax rate of 21% and a Tax Equity and Financial Responsibility Act (“TEFRA”) adjustment for the cost of funds. Weighted average yields on investment securities available-for-sale are based on amortized cost.

Investments in Equity Securities

The equity securities portfolio was sold in 2024. Proceeds from the sale of equity securities were $8,880,000, including a net gain of $2,015,000, and purchased $1,170,000 in equities during 2024. QNB completed the exchange offer to convert the Bank's Visa B-1 shares to B-2 and C shares in the second quarter of 2024; QNB sold the Visa Class C shares in the fourth quarter of 2024 and realized a gain of $1,498,000.

Increases and decreases in the fair value of equity securities were recognized in net income. QNB sold its equity portfolio during 2024, reducing the volatility to earnings. However, QNB still has unconverted Visa B-2 shares, as discussed in Note 1, that in the future could be converted to equity securities with a readily determinable fair value.

Loans

QNB’s primary business is to accept deposits and to make loans to meet the credit needs of the communities it serves. Loans are the most significant component of earning assets, and growth in loans to small businesses and residents of these communities has been a primary focus of QNB. Inherent within the lending function is the evaluation and acceptance of credit risk and interest rate risk. QNB manages credit risk associated with its lending activities through portfolio diversification, underwriting policies and procedures and loan monitoring practices.

QNB has comprehensive policies and procedures that define and govern commercial and retail loan originations and the management of risk. All loans are underwritten in a manner that emphasizes the borrowers’ capacity to pay. The measurement of capacity to pay delineates the potential risk of non-payment or default. The higher potential for default determines the need for and amount of collateral required. QNB makes unsecured commercial loans when the capacity to pay is considered substantial. As capacity lessens, collateral is

• 36 -

required to provide a secondary source of repayment and to mitigate the risk of loss. Various policies and procedures provide guidance to the lenders on such factors as amount, terms, price, maturity and appropriate collateral levels. Each risk factor is considered critical in ensuring that QNB receives an adequate return for the risk undertaken, and that the risk of loss is minimized.

QNB manages the risk associated with commercial loans by having lenders work in tandem with credit analysts while maintaining independence between personnel. In addition, a Bank loan committee and a committee of the Board of Directors review and approve certain loan requests on a weekly basis. Other than disclosed in the forthcoming Loan Portfolio Table, at December 31, 2025, there was a concentration of loans to lessors of residential buildings and dwellings of 22.6% of total loans and to lessors of nonresidential buildings of 23.5% of total loans, compared with 21.9% and 23.3% of total loans, respectively, at December 31, 2024.

QNB’s commercial lending activity is focused on small businesses within the local community. Commercial purpose loans are generally perceived as having more risk of default than residential real estate loans with a personal purpose and consumer loans. These types of loans involve larger loan balances to a single borrower or group of related borrowers and are more susceptible to a risk of loss during a downturn in the business cycle. These loans may involve greater risk because the availability of funds to repay these loans depends on the successful operation of the borrower’s business. The assets financed are used within the business for its ongoing operation. Repayment of these types of loans generally comes from the cash flow of the business or the ongoing conversions of assets, such as accounts receivable and inventory, to cash. Commercial and industrial loans represent commercial purpose loans that are either secured by collateral other than real estate or unsecured.

Commercial loans secured by commercial real estate include commercial purpose loans collateralized at least in part by commercial real estate. Some of these loans may not be for the express purpose of conducting commercial real estate transactions. Commercial loans secured by residential real estate are commercial purpose loans generally secured by the business owner’s residence or residential investment properties owned by the borrower and rented to tenants. Commercial loans secured by either commercial real estate or residential real estate are originated primarily within the Eastern Pennsylvania market area, are within the Bank’s underwriting criteria, and generally include the guarantee of the borrowers. Repayment of this kind of loan is dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate and commercial construction loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers’ ability to repay their loans depends on successful development of their properties.

Loans to state and political subdivisions are tax-exempt or taxable loans to municipalities, school districts and housing and industrial development authorities. These loans can be general obligations of the municipality or school district repaid through their taxing authority, revenue obligations repaid through the income generated by the operations of the authority, such as a water or sewer authority, or loans issued to a housing and industrial development agency, for which a private corporation is responsible for payments on the loans.

The Company originates fixed rate and adjustable-rate residential real estate loans that are secured by the underlying 1-4 family residential properties. Credit risk exposure in this area of lending is minimized by the evaluation of the credit worthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. To reduce interest rate risk, qualifying originations of fixed-rate loans to individuals for 1-4 family residential mortgages with maturities of 15 years or greater are generally sold in the secondary market. Mortgage loan origination activity increased in 2025 with $2,254,000 in residential mortgages originated for sale compared with $1,851,000 for 2024. There were $246,000 residential mortgage loans held-for-sale at December 31, 2025 and $664,000 at December 31, 2024. Loan held for sale are carried at the lower of aggregate cost or market.

The home equity portfolio consists of fixed-rate home equity loans and variable rate home equity lines of credit. These loans are often in a junior lien position and therefore carry a higher risk than first lien 1-4 family residential loans. Risks associated with loans secured by residential properties, either first lien residential mortgages or home equity loans and lines, are generally lower than commercial loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is the greatest risk to repayment.

The Company offers a variety of loans to individuals for personal and household purposes. Consumer loans are generally considered to have greater risk than loans secured by residential real estate because they may be unsecured, or, if they are secured, the value of the collateral may be difficult to assess or more likely to decrease in value than real estate. Credit risk in this portfolio is controlled by conservative underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower, and, if secured, the value of the collateral.

Total loan receivables at December 31, 2025 were $1,262,074,000, an increase of $46,048,000, or 3.8%, from December 31, 2024. A key financial ratio, loans to deposits was 76.8% at December 31, 2025, compared with 74.7% at December 31, 2024. QNB continues to be committed to make loans available to credit worthy consumers and businesses.

• 37 -

Loan Portfolio
December 31,	2025			2024			2023			2022			2021
Commercial:
Commercial and industrial	$	139,452		$	153,187		$	137,086		$	160,875		$	148,610
Construction and land development		93,862			129,464			116,173			62,955			55,855
Real estate secured by multi-family properties		153,319			137,461			109,193			99,758			69,765
Real estate secured by owner-occupied properties		161,130			163,955			160,695			158,286			147,264
Real estate secured by other commercial properties		364,486			313,390			265,101			260,026			234,375
Revolving real estate secured by 1-4 family properties-business		8,065			5,652			5,442			5,256			5,517
Real estate secured by 1st lien on 1-4 family properties-business		115,114			105,779			103,572			99,805			81,274
Real estate secured by junior lien on 1-4 family properties-business		5,248			3,238			3,445			3,613			3,467
State and political subdivisions		20,646			17,683			18,708			20,971			19,775
Retail:
1-4 family residential mortgages		119,759			114,423			108,906			105,524			97,075
Construction-individual		2,307			—			-			130			3,206
Revolving home equity secured by 1-4 family properties-personal		56,073			48,231			34,231			36,732			33,476
Real estate secured by 1st lien on 1-4 family properties-personal		7,178			6,561			11,981			10,575			11,172
Real estate secured by junior lien on 1-4 family properties-personal		12,937			14,092			15,625			11,018			11,617
Student loans		1,228			1,444			1,662			2,180			2,436
Overdrafts		252			209			194			132			91
Other consumer		1,455			1,782			1,757			1,801			2,172
Total loans		1,262,511			1,216,551			1,093,771			1,039,637			927,147
Net unearned costs (fees)		(437	)		(503	)		(238	)		(252	)		(677	)
Loans receivable	$	1,262,074		$	1,216,048		$	1,093,533		$	1,039,385		$	926,470
Loan Maturities and Interest Sensitivity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											Loans due after one year
December 31, 2025	One year<br>or less		After one<br>year through<br>five years		After<br>five through 15 years		After<br>15 years		Total		With fixed predetermined interest rate		With variable or adjustable interest rates
Commercial:
Commercial and industrial	$	82,922	$	41,210	$	14,546	$	774	$	139,452	$	32,051	$	24,479
Construction and land development		27,899		12,139		1,461		52,363		93,862		3,190		62,773
Real estate secured by multi-family properties		19,993		13,069		40,490		79,767		153,319		3,816		129,510
Real estate secured by owner-occupied properties		4,383		11,884		66,782		78,081		161,130		11,179		145,568
Real estate secured by other commercial properties		12,071		16,508		120,361		215,546		364,486		14,945		337,470
Revolving real estate secured by 1-4 family properties-business		7,954		—		111		—		8,065		—		111
Real estate secured by 1st lien on 1-4 family properties-business		865		2,835		33,045		78,369		115,114		3,351		110,898
Real estate secured by junior lien on 1-4 family properties-business		—		629		1,219		3,400		5,248		631		4,617
State and political subdivisions		2,194		2,127		10,616		5,709		20,646		670		17,782
Retail:
1-4 family residential mortgages		—		236		12,438		107,085		119,759		47,593		72,166
Construction-individual		1,608		—		—		699		2,307		—		699
Revolving home equity secured by 1-4 family properties-personal		150		4,221		7,796		43,906		56,073		10,106		45,817
Real estate secured by 1st lien on 1-4 family properties-personal		13		1,622		4,156		1,387		7,178		7,165		—
Real estate secured by junior lien on 1-4 family properties-personal		31		3,497		7,052		2,357		12,937		12,861		45
Student loans		—		67		769		392		1,228		—		1,228
Overdrafts		252		—		—		—		252		—		—
Other consumer		228		1,092		130		5		1,455		1,212		15
Total	$	160,563	$	111,136	$	320,972	$	669,840	$	1,262,511	$	148,770	$	953,178

• 38 -

Demand loans and loans with no stated maturity are included in one year or less. Table details final maturity.

The Allowance for Credit Losses on Loans Allocation table on Page 42 shows the percentage composition of the loan portfolio over the past five years. There was little change in the composition of the portfolio between the periods ended December 31, 2025 and 2024. Loans secured by commercial real estate, including loans secured by multi-family, owner-occupied and other commercial properties, remained the largest sector of the portfolio amounting to 53.8% and 50.6% of the portfolio at December 31, 2025 and December 31, 2024, respectively, as the balances in this sector grew by $64,129,000, or 10.4%, from $614,806,000 at December 31, 2024 to $678,935,000 at December 31, 2025. While loans secured by commercial real estate represent a significant portion of the total portfolio, the collateral is diversified, including investment properties, manufacturing facilities, office buildings, hospitality properties, hospitals, retirement and nursing home facilities, warehouses and owner-occupied facilities. Commercial real estate loans have drawn the attention of regulators in recent years as a potential source of risk. QNB monitors these types of loans closely, obtaining updated appraisals on loans classified substandard or worse. As detailed in the Allowance for Credit Losses on Loans table, QNB had no charge-offs in this category in 2025, 2024 or 2023.

Commercial loans secured by residential real estate, which includes first lien, junior lien and revolving lines loans, increased by $13,758,000, or 12.0%, to $128,427,000 at December 31, 2025 and at 10.2% remained fairly level with the overall portfolio compared to 9.4% at December 31, 2024. Non-accrual commercial loans secured by residential real estate were $556,000, $535,000, and $165,000 at December 31, 2025, 2024, and 2023, respectively. There were no charge-offs in this category over the past three years. Net recoveries were $10,000 in 2025, $10,000 in 2024 and $10,000 in 2023.

Commercial and industrial loans, the second largest sector of the portfolio, experienced a decrease in balances of $13,735,000, or 9.0%, to $139,452,000 at December 31, 2025. Commercial and industrial loans represented 11.0% of the portfolio at year-end 2025 compared with 12.6% at December 31, 2024. This category of loans generally presents a greater risk than loans secured by real estate since these loans are either secured by accounts receivable, inventory or equipment, or are unsecured. During 2025, nonaccrual commercial and industrial loan balances increased $512,000 to $539,000, the majority of which is due to one loan being placed on nonaccrual status of $554,000. During 2024, nonaccrual commercial and industrial loan balances decreased $284,000 to $27,000, the majority of which is due to one loan returning to accrual status of $278,000. During 2023, nonaccrual commercial and industrial loan balances decreased $1,264,000 to $311,000, the majority of which is due to paydowns of $1,264,000.

Construction and land development loans decreased 27.5% to $93,862,000, or 7.5% of the portfolio at December 31, 2025, from $129,464,000, or 10.6% of the portfolio at December 31, 2024. These loans are primarily to developers and builders for the construction of residential units or commercial buildings or to businesses for the construction of owner-occupied facilities. This portfolio is diversified among different types of collateral including: 1-4 family residential, medical and retirement home facilities, office buildings, hotels and land for development loans. Construction loans are generally made only on projects that have municipal approval. These loans are usually originated to include a short construction period followed by permanent financing provided through a commercial mortgage after construction is complete. Once construction is complete, the balance is moved to the appropriate secured by commercial real estate category if the permanent financing is provided by the Bank. There were no charge-offs in the construction loan portfolio since 2011. There was one construction loan on non-accrual of $6,296,000 at December 31, 2025, this was the first loan placed on nonaccrual status in this category since 2014.

Loans to state and political subdivisions increased $2,963,000, or 16.8%, to $20,646,000 at December 31, 2025 from $17,683,000 at December 31, 2024. This sector increased to 1.6% of the total loan portfolio at December 31, 2024 from 1.4% at December 31, 2024. Many municipalities, counties and school districts refinanced their existing bonds or bank debt due to rate.

Residential mortgage loans secured by first lien balances increased by $5,336,000, or 4.7%, to $119,759,000 at December 31, 2025 from $114,423,000 at December 31, 2024. In 2025 and 2024, QNB retained some adjustable and fixed rate mortgages to borrowers with high credit scores and low loan-to-value ratios.

Balances in home equity loans and lines, including first lien, junior lien and revolving line loans, increased $7,304,000, or 10.6%, to $76,188,000 at December 31, 2025. During 2025, QNB continued to offer very attractive rates on both variable and fixed rate home equity loans and lines. These attractive rates, along with excellent customer service, including quick turnaround time, resulted in new originations in home equity loans. QNB expects demand for home equity loans will increase as rates normalize and debt consolidation into mortgage loans decline.

As of December 31, 2025 the balance of student loans was $1,228,000, a decrease of $216,000 compared with December 31, 2024. In 2013, QNB reentered the private student loan market through a relationship with a third party. These student loans are either fixed or variable rate with the rate dependent on the credit scores of the student and/or the cosigner. Student loan balances will decline, as their balances are no longer insured, and QNB ceased funding originations through the third party during 2019 and forward.

Overdrafts increased $43,000, to $252,000 at December 31, 2025. Other consumer loan balances decreased $327,000 to $1,455,000 at December 31, 2025.

• 39 -

Non-Performing Assets

Non-performing assets include non-performing loans, OREO and repossessed assets. Non-performing assets totaled $8,793,000, or 0.46% of total assets at December 31, 2025 compared to the $1,975,000, or 0.11% of total assets at December 31, 2024.

Total non-performing loans, which represent loans on non-accrual status and loans past due 90 days or more and still accruing interest were $8,793,000, or 0.70% of total loans receivable at December 31, 2025 compared with 1,975,000, or 0.16% of total loans receivable at December 31, 2024. Loans on non-accrual status were $8,793,000 at December 31, 2025 compared $1,975,000 at December 31, 2024. The increase was primarily due to $7,394,000 being placed on nonaccrual; partially offset by paydowns of $576,000. Specific impairment reserves have been established based on updated collateral values even if the borrower continues to pay in accordance with the terms of the agreement. Of the total amount of non-accrual loans at December 31, 2025, $7,763,000, or approximately 88% of the loans classified as non-accrual, are current or past due less than 30 days.

QNB had no loans 90 days or more past due and still accruing at December 31, 2025 or at December 31, 2024. Total loans that are 30 days or more past due decreased $424,000 to $1,763,000, representing 0.14% of total loans at December 31, 2025 compared with $2,187,000, representing 0.18% of total loans at December 31, 2024.

QNB held no OREO at December 31, 2025 or 2024. There were no repossessed assets as of December 31, 2025 or 2024.

• 40 -

Non-Performing Assets
December 31,	2025			2024			2023			2022			2021
Loans past due 90 days or more and accruing
Commercial:
Commercial and industrial	$	—		$	—		$	—		$	—		$	—
Construction and land development		—			—			—			—			—
Real estate secured by multi-family properties		—			—			—			—			—
Real estate secured by owner-occupied properties		—			—			—			—			—
Real estate secured by other commercial properties		—			—			—			—			—
Revolving real estate secured by 1-4 family properties-business		—			—			—			—			—
Real estate secured by 1st lien on 1-4 family properties-business		—			—			—			—			—
Real estate secured by junior lien on 1-4 family properties-business		—			—			—			—			—
State and political subdivisions		—			—			—			—			—
Retail:
1-4 family residential mortgages		—			—			—			—			—
Revolving home equity secured by 1-4 family properties-personal		—			—			—			—			—
Real estate secured by 1st lien on 1-4 family properties-personal		—			—			—			—			—
Real estate secured by junior lien on 1-4 family properties-personal		—			—			—			—			—
Student loans		—			—			—			—			—
Overdrafts		—			—			—			—			—
Other consumer		—			—			—			—			—
Total loans past due 90 days or more and accruing		—			—			—			—			—
Non-accrual loans
Commercial:
Commercial and industrial		539			27			311			1,575			3,369
Construction and land development		6,296			—			—			—			—
Real estate secured by multi-family properties		—			—			—			—			—
Real estate secured by owner-occupied properties		134			157			175			866			1,000
Real estate secured by other commercial properties		—			—			—			1,165			1,279
Revolving real estate secured by 1-4 family properties-business		—			—			—			76			93
Real estate secured by 1st lien on 1-4 family properties-business		317			205			—			13			30
Real estate secured by junior lien on 1-4 family properties-business		239			330			165			276			361
State and political subdivisions		—			—			—			—			—
Retail:
1-4 family residential mortgages		815			768			805			461			721
Construction-individual		—			—			—			—			—
Revolving home equity secured by 1-4 family properties-personal		305			313			295			188			375
Real estate secured by 1st lien on 1-4 family properties-personal		113			118			116			138			159
Real estate secured by junior lien on 1-4 family properties-personal		15			17			19			—			53
Student loans		—			11			17			17			37
Other consumer		20			29			37			45			53
Total non-accrual loans		8,793			1,975			1,940			4,820			7,530
Troubled debt restructured loans, not included above	N/A			N/A			N/A				4,301			4,142
Total non-performing assets	$	8,793		$	1,975		$	1,940		$	9,121		$	11,672
Total non-performing assets as a percent of total<br>   assets		0.46	%		0.11	%		0.11	%		0.55	%		0.70	%
Nonaccrual loans to total loans		0.70			0.16			0.18			0.88			1.26

Additional loan quality information can be found in Note 5 of the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. Management’s view is that loans classified as substandard or doubtful that are not included in the past due, non-accrual or restructured categories are potential problem loans. For some of these loans, management may have knowledge of possible credit problems that will cause management to question the ability of the borrowers to comply with the present loan repayment terms. Commercial loans classified as substandard or doubtful, which includes non-performing loans, continue to show improvement. At December 31, 2025, commercial substandard or doubtful loans totaled $39,217,000, an increase of $4,916,000 from the $34,301,000,

• 41 -

reported as of December 31, 2024. The increase was primarily due to one commercial customer with balance of $10,100,000 downgraded from a pass category; partly offset my payments; most of these loans are secured by real estate.

Allowance for Credit Losses on Loans

QNB adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), as amended ("ASU 326"), which replaces the incurred loss methodology with expected credit loss (“CECL”), using the modified retrospective method. QNB recorded a reduction in its allowance for credit losses on loans of $1,089,000 as of January 1, 2023 for the cumulative effect of adopting ASU 326. Since the implementation of ASU 326 on January 1, 2023, the Company may make loan modifications to borrowers experiencing financial difficulty ("FDM"). A FDM could involve principal forgiveness, term extension, an other-than-insignificant payment delay, interest rate reduction or exchanging or paying off existing debt for new debt with the Company. The effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.

The allowance for credit losses on loans ("ACL") represents management’s best estimate of expected credit losses in the existing loan portfolio, based on historical experience, current conditions and reasonable and supportable forecasts. Management believes that it uses the best information available to make determinations about the adequacy of the allowance and that it has established its existing allowance for credit losses on loans in accordance with U.S. generally accepted accounting principles (“US GAAP”). Since the ACL is dependent on conditions that may be beyond QNB’s control, it is at least reasonably possible that management’s estimates of the ACL and actual results could differ. In addition, various regulatory agencies, as an integral part of their examination process, periodically review QNB’s ACL. Such agencies may require QNB to recognize changes to the ACL based on their judgments about information available to them at the time of their examination. Actual credit losses on loans, net of recoveries, serve to reduce the allowance.

Management closely monitors the quality of its loan portfolio and performs a quarterly analysis of the appropriateness of the ACL. This analysis considers a number of relevant factors including specific impairment reserves, historical loan loss experience, general economic conditions, levels of and trends in delinquent and non-performing loans, levels of classified loans, trends in the growth rate of loans, and concentrations of credit.

Asset and credit quality remained strong in QNB's market area in 2025. The ACL level stated as a percentage of loans receivable increased from 0.72% at December 31, 2024 to 0.73% at December 31, 2025. The ACL on loans increased to $9,215,000 at year-end 2025 from $8,744,000 at year-end 2024.

• 42 -

Allowance for Credit Losses on Loans Allocation
December 31,	2025					2024					2023					2022					2021
	Amount		Percent<br>gross<br>loans			Amount		Percent<br>gross<br>loans			Amount		Percent<br>gross<br>loans			Amount		Percent<br>gross<br>loans			Amount		Percent<br>gross<br>loans
Balance at end of period applicable to:
Commercial:
Commercial and industrial	$	631		11.0	%	$	829		12.6	%	$	823		12.5	%	$	1,316		15.5	%	$	3,368		16.0	%
Construction and land development		793		7.5			1,336		10.6			1,252		10.6			755		6.1			363		6.0
Real estate secured by multi-family properties		2,344		12.1			2,012		11.3			1,735		10.0			995		9.6			746		7.5
Real estate secured by owner-occupied properties		716		12.8			853		13.5			1,001		14.7			1,549		15.2			1,460		15.9
Real estate secured by other commercial properties		2,414		28.9			1,142		25.8			1,167		24.2			2,458		25.0			2,074		25.3
Revolving real estate secured by 1-4 family properties-business		29		0.6			24		0.5			27		0.5			25		0.5			25		0.6
Real estate secured by 1st lien on 1-4 family properties-business		1,365		9.1			1,238		8.7			1,507		9.5			1,210		9.6			649		8.8
Real estate secured by junior lien on 1-4 family properties-business		11		0.4			339		0.3			14		0.3			30		0.3			386		0.4
State and political subdivisions		25		1.6			34		1.4			55		1.7			94		2.0			69		2.1
Retail:
1-4 family residential mortgages		248		9.5			323		9.4			427		10.0			682		10.2			625		10.5
Construction-individual		3		0.2			—		—			—		—			—		—			—		0.3
Revolving home equity secured by 1-4 family properties-personal		138		4.5			143		4.0			138		3.1			299		3.5			255		3.6
Real estate secured by 1st lien on 1-4 family properties-personal		28		0.6			31		0.5			182		1.1			57		1.0			44		1.2
Real estate secured by junior lien on 1-4 family properties-personal		58		1.0			77		1.2			105		1.4			55		1.1			52		1.3
Student loans		226		0.1			310		0.1			369		0.2			454		0.2			303		0.3
Overdrafts		21		—			18		—			16		—			8		—			5		—
Other consumer		165		0.1			35		0.1			34		0.2			41		0.2			234		0.2
Unallocated		—					—					—					502					505
Total	$	9,215		100.0	%	$	8,744		100.0	%	$	8,852		100.0	%	$	10,530		100.0	%	$	11,163		100.0	%

Gross loans represent loans before unamortized net loan fees and costs. Percent gross loans lists the percentage of each loan type to total loans.

A loan is considered impaired, based on current information and events, if it is probable that QNB will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls may not be classified as impaired. Management determines the significance of payment delays and shortfalls on a case-by-case basis, taking into consideration all the circumstances surrounding the loan and the borrower, including length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent. Upon the adoption of CECL, performing troubled debt restructured loans are no longer considered impaired. At December 31, 2025 and 2024, the recorded investment in collateral dependent loans totaled $8,793,000 and $1,964,000, respectively, of which $1,704,000 and $1,618,000, respectively, required no specific ACL. The recorded investment in collateral dependent loans requiring a specific ACL was $7,089,000 and $357,000 at December 31, 2025 and 2024, respectively. At December 31, 2024 and 2023, the related ACL associated with these loans was $1,649,000 and $357,000, respectively. See Note 5 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional detail of impaired loans.

• 43 -

Allowance for Credit Losses on Loans
	2025			2024			2023			2022			2021
Allowance for credit losses on loans:
Balance, January 1	$	8,744		$	8,852		$	10,531		$	11,184		$	10,826
Impact of adopting ASC 326								(1,089	)
As reported under ASC 326								9,442
Charge-offs
Commercial:
Commercial and industrial		—			23			313			38			—
Construction and land development		—			—			—			—			—
Real estate secured by multi-family properties		—			—			—			—			—
Real estate secured by owner-occupied properties		—			—			—			—			—
Real estate secured by other commercial properties		—			—			—			—			—
Revolving real estate secured by 1-4 family properties-business		—			—			—			—			—
Real estate secured by 1st lien on 1-4 family properties-business		—			—			—			—			38
Real estate secured by junior lien on 1-4 family properties-business		—			—			—			—			—
State and political subdivisions		—			—			—			—			—
Retail:
1-4 family residential mortgages		—			—			—			—			—
Revolving home equity secured by 1-4 family properties-personal		—			—			—			—			49
Real estate secured by 1st lien on 1-4 family properties-personal		—			—			—			—			—
Real estate secured by junior lien on 1-4 family properties-personal		—			—			—			—			—
Student loans		—			52			57			—			98
Overdrafts		92			101			91			—			69
Other consumer		18			23			14			158			9
Total charge-offs		110			199			475			196			263
Recoveries
Commercial:
Commercial and industrial		29			52			661			306			92
Construction and land development		—			—			—			—			—
Real estate secured by multi-family properties		—			—			—			—			—
Real estate secured by owner-occupied properties		—			—			—			—			—
Real estate secured by other commercial properties		31			—			—			—			—
Revolving real estate secured by 1-4 family properties-business		—			—			—			—			—
Real estate secured by 1st lien on 1-4 family properties-business		10			10			10			-			21
Real estate secured by junior lien on 1-4 family properties-business		—			—			—			45			—
State and political subdivisions		—			—			—			—			—
Retail:
1-4 family residential mortgages		—			4			—			—			—
Revolving home equity secured by 1-4 family properties-personal		—			—			—			—			—
Real estate secured by 1st lien on 1-4 family properties-personal		—			—			—			—
Real estate secured by junior lien on 1-4 family properties-personal		6			—			6			—			7
Student loans		22			30			8			—			5
Overdrafts		18			34			26			6			36
Other consumer		5			10			2			36			2
Total recoveries		121			140			713			393			163
Net (charge-offs) recoveries		11			(59	)		238			197			(100	)
(Reversal) provision for credit losses on loans		460			(49	)		(828	)		(850	)		458
Balance, December 31	$	9,215		$	8,744		$	8,852		$	10,531		$	11,184
Total loans (excluding loans held-for-sale)
Average	$	1,225,178		$	1,150,489		$	1,040,121		$	967,438		$	928,017
Year-end		1,262,074			1,216,048			1,093,533			1,039,385			926,470
Ratios:
Net charge-offs (recoveries) to:
Average loans		0.00	%		0.01	%		-0.02	%		-0.02	%		0.01	%
Loans at year-end		0.00			0.00			-0.02			-0.02			0.01
Allowance for credit losses on loans		-0.12			0.67			-2.69			-1.87			0.89
(Reversal) provision for credit losses on loan		-2.39			-120.41			28.74			23.18			21.83
Allowance for credit losses on loan to:
Average loans (excluding loans held-for-sale)		0.75	%		0.76	%		0.85	%		1.09	%		1.21	%
Loans receivable at year-end		0.73			0.72			0.81			1.01			1.21
Nonaccrual loans		104.80			442.73			456.29			218.49			148.53

QNB had net loan recoveries of $11,000, or 0.00% of average loans for 2025 compared to net charge-offs of $59,000, or 0.01% of average loans for 2024 and net recoveries of $238,000, or 0.02% of average loans for 2023. The majority of charge-offs recorded during these periods had specific reserves established during the allowance for credit losses on loans calculation process prior to the decision to charge-off the loan.

• 44 -

Management believes the ACL of $9,215,000 is adequate as of December 31, 2025, in relation to the estimate of known and inherent losses in the portfolio.

Premises and equipment

Premises and equipment include a right-of-use asset of $2,087,000 and $2,618,000 at December 31, 2025 and December 31, 2024 respectively. The discount rates used in determining the initial value of the right of use assets are based on the FHLB Amortizing Fixed Loan Rate for the term of each lease. QNB typically enters into lease agreements with an initial term of 5 to 10 years and subsequent additional optional terms in increments of 5 years. The lease agreements also contain termination options. None of the leases contain purchase options and none transfer the ownership of the leased asset. QNB has renewed two operating leases during 2024; there were no renewals in 2025. Operating lease liabilities are included with “Other liabilities” on the Consolidated Balance Sheets. All operating lease costs are included in non-interest expense within “Net occupancy” on the Consolidated Statements of Income. Other premises and equipment, net of depreciation increased $162,000 to $14,799,000 at December 31, 2025; this was primarily due to renovations to currently owned properties.

Other assets

Other assets decreased $6,951,000 from $26,061,000 at December 31, 2024 to $19,110,000 at December 31, 2025. Most of the decrease in other assets relates to a decrease to the deferred tax asset resulting from the fair value adjustment on interest rate swaps and the fair value of investment securities available-for-sale. The detail of the net deferred tax asset can be found in Note 12 in the Notes to Consolidated Financial Statements.

LIABILITIES

The following table presents total liabilities at the dates indicated:

					Change from prior year
Year ended December 31,	2025		2024		Amount			Percent
Deposits	$	1,642,511	$	1,628,541	$	13,970			0.9	%
Short-term borrowings		80,601		53,844		26,757			49.7
Long-term debt		—		30,000		(30,000	)		-100.0
Subordinated debt		39,268		39,068		200		N/M
Accrued interest payable		5,050		7,580		(2,530	)		-33.4
Other liabilities		9,012		8,512		500			5.9
Total liabilities	$	1,776,442	$	1,767,545	$	8,897			0.5	%

Deposits

QNB primarily attracts deposits from within its market area by offering various deposit products. These deposits are in the form of time deposits, which include certificates of deposit and individual retirement accounts (“IRAs”) which have a stated maturity, and non-maturity deposit accounts, which include non-interest-bearing demand accounts, interest-bearing demand accounts, money market accounts and savings accounts.

Total deposits increased $13,970,000, or 0.9%, to $1,642,511,000 at December 31, 2025. The mix of deposits continues to be impacted by customers’ reactions to the competition, regulations and the interest rate environment. Many customers are looking for transaction accounts that provide liquidity and pay a reasonable amount of interest, while others look for high rate. Time deposit balances decreased $5,661,000, or 1.5% between 2024 and 2025, as customers took advantage of a higher rate environment's impact on pricing of transaction account.. Customers appear to be looking for the safety of FDIC insured deposits and the stability of a strong local community bank.

Non-interest-bearing demand accounts increased $6,458,000 to $189,957,000 at December 31, 2025. These deposits are both retail and commercial checking accounts and are volatile depending on the timing of deposits and withdrawals. QNB has been successful in attracting new customers and expanding relationships with existing customers, which provides an opportunity for fee income.

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Interest-bearing demand accounts, retail and business interest-checking and municipal accounts, decreased $2,992,000, or 0.6%, to $534,854,000 at December 31, 2025. QNB has been successful in maintaining relationships with several school districts and municipalities as well as expanding existing relationships, the balances in these accounts are seasonal in nature and can be volatile on a daily basis. Most of the school district taxes are collected during the third quarter of the year and are disbursed over a nine-month period. Municipal accounts balances decreased $16,664,000, or 10.8% at December 31, 2025 over 2024. Business accounts increased from $144,540,000 at December 31, 2024 to $147,491,000, or 2.0%, at December 31, 2025. Retail checking accounts increased $10,721,000 to $249,778,000 at December 31, 2025. QNB continues to open a significant number of new checking accounts; additionally, customers may choose to switch products.

Money Market accounts increased $10,449,000 from $250,293,000 at December 31, 2024 to $260,742,000 at December 31, 2025. Money market products offering higher yields to retain large depositors and reduce the reliance on higher-cost short-term borrowings were offered to both retail and business customers. Personal money market accounts increased $9,281,000 to $113,906,000 at December 31, 2025. Business money market accounts increased $1,168,000, to $146,836,000 at December 31, 2025.

Total savings account balances increased $5,716,000, or 2.1%, to $281,161,000 at December 31, 2025. This increase is due primarily to an increase of $5,686,000, or 2.8%, in the online eSavings accounts over December 31, 2024.

Total time deposit account balances were $375,797,000 at December 31, 2025, a decrease of $5,661,000, or 1.5%, from the amount reported at December 31, 2024. QNB was able to retain many maturing deposits during 2025 by offering competitive rates and many current customers moved balances to more liquid accounts.

Maturity of Time Deposits of 250,000 or More
Year ended December 31,		2024		2023
Three months or less	33,002	$	27,110	$	11,852
Over three months through six months	19,668		8,568		9,629
Over six months through twelve months	4,930		8,368		13,197
Over twelve months	1,437		2,635		8,659
Total	59,037	$	46,681	$	43,337

All values are in US Dollars.

To continue to attract and retain deposits, QNB plans to remain competitive with respect to rates and to continue to deliver products with terms and features that appeal to customers. The QNB Rewards checking, high yield money market accounts and time deposits are examples of such products.

The following table presents trends in balances and yield on the major deposit groups.

Average Deposits by Major Classification
					2024					2023
		Rate			Balance		Rate			Balance		Rate
Demand, non-interest bearing	194,892				$	188,525				$	208,777
Interest-bearing demand	381,199		0.97	%		346,590		0.93	%		315,990		0.60	%
Municipals interest-bearing demand	159,245		3.76			146,446		4.64			131,610		4.46
Money market	259,201		2.82			237,071		3.45			183,004		2.64
Savings	279,212		1.29			285,011		1.28			348,878		1.20
Time less than 100	176,438		3.57			170,998		3.98			121,622		2.63
Time 100 through 250	154,087		3.95			145,022		4.53			107,560		3.59
Time greater than 250	53,694		4.01			49,831		4.51			38,076		3.08
Total	1,657,968		2.40	%	$	1,569,494		2.71	%	$	1,455,517		2.01	%

All values are in US Dollars.

Short-term borrowings

Short-term borrowings comprising commercial sweep accounts, overnight and short-term FHLB borrowings and short-term FRB borrowings, increased $26,757,000, or 49.7%, to $80,601,000 at December 31, 2025. Commercial sweep accounts decreased $4,035,000 from $18,636,000 at December 31, 2024 to $14,601,000 at December 31, 2025. There were $11,000,000 in overnight FHLB borrowings and $55,000,000 in short-term FHLB borrowings outstanding at December 31, 2025 compared to $25,208,000 in overnight FHLB borrowings and $10,000,000 in short-term FHLB borrowings outstanding at December 31, 2024. The FHLB borrowings were used to support loan growth.

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Long-term debt

Long-term debt is comprised of $30,000,0000 in FHLB borrowings at December 31, 2024, these borrowings matured in 2025; there were no long-term borrowings at December 31, 2025.

Subordinated debt

On August 30, 2024, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and accredited investors (collectively, the "Subordinated Note Purchasers") pursuant to which the Company issued and sold $40.0 million in aggregate principal amount of its 8.875% Fixed-to-Floating Rate Subordinated Notes due 2034 (the "Subordinated Notes"). The Subordinated Notes mature on September 1, 2034 and bear interest at a fixed annual rate of 8.875%, payable semi-annually in arrears, to but excluding September 1, 2029. From and including September 1, 2029 to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum initially equal to the then-current three-month Secured Overnight Financing Rate published by the Federal Reserve Bank of New York plus 545 basis points, payable quarterly in arrears. The Company is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after September 1, 2029, and to redeem the Subordinated Notes at any time in whole upon certain other events. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required. The carrying cost of the Subordinated Notes on the balance sheet represents the outstanding balance of the notes of $40,000,000 net of unamortized origination costs of $732,000 which are amortized to interest expense through September 1, 2029.

Other liabilities

Other liabilities comprise accrued expenses including salaries, post-retirement life insurance benefits and income taxes, operating lease liability, deferred revenue, and ATM/debit card processing clearing. These balances increased $500,000, to $9,012,000 at December 31, 2025.

SHAREHOLDERS’ EQUITY

The following table presents total shareholders’ equity at the dates indicated:

							Change from prior year
Year ended December 31,	2025			2024			Amount		Percent
Common stock	$	2,467		$	2,441		$	26		1.1	%
Surplus		29,206			27,633			1,573		5.7
Retained earnings		148,397			139,958			8,439		6.0
Accumulated other comprehensive loss, net of tax		(46,470	)		(62,646	)		16,176		-25.8
Treasury stock		(4,037	)		(4,037	)		—		—
Total shareholders' equity	$	129,563		$	103,349		$	26,214		25.4	%

Total shareholders’ equity increased $26,214,000, or 25.4%, to $129,563,000 at December 31, 2025 with an improvement in the negative impact of the market value of available-for-sale securities, net of tax, adjustment contributing $21,294,000 and a reduction in the market value on the fair value hedge, net of tax, of $5,118,000. Retained earnings increased $8,439,000 due to net income of $14,090,000, partly offset by dividends declared of $5,651,000. The dividend reinvestment and stock purchase plan, employee stock purchase plan, employee stock incentive plan and the non-employee compensation plan contributed $1,599,000.

Accumulated other comprehensive loss improved from a loss of $62,646,000 to a loss of $46,470,000, resulting from the fair value of the available-for-sale investment portfolio primarily due to an improvement in market values and the impact of the market value on the fair value hedge, net of tax.

QNB offers a Dividend Reinvestment and Stock Purchase Plan (the “Plan”) to provide participants a convenient and economical method for investing cash dividends paid on the Company’s common stock in additional shares. The Plan also allows participants to make additional cash purchases of stock. Stock purchases under the Plan contributed $838,000 and $873,000 to capital during 2025 and 2024, respectively.

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The Board of Directors has authorized the repurchase of up to 200,000 shares of QNB’s common stock in open market or privately negotiated transactions. The repurchase authorization does not bear a termination date. As of December 31, 2024, a total of 102,000 shares were repurchased under this authorization at an average price of $24.93 and a total cost of $2,543,000.

Liquidity and Capital Resources

Liquidity Management

Liquidity represents an institution’s ability to generate cash or otherwise obtain funds at reasonable rates to satisfy demand for loans and deposit withdrawals. QNB attempts to manage its mix of cash and interest-bearing balances, Federal funds sold and investment securities to match the volatility, seasonality, interest sensitivity and growth trends of its loans and deposits. The Company manages its liquidity risk by measuring and monitoring its liquidity sources and estimated funding needs. Liquidity is provided from asset sources through repayments and maturities of loans and investment securities. The portfolio of investment securities classified as available for sale and QNB's policy of selling certain residential mortgage originations in the secondary market also provide sources of liquidity. Core deposits and cash management repurchase agreements have historically been the most significant funding source for QNB. These deposits and repurchase agreements are generated from a base of consumers, businesses and public funds primarily located in the Company’s market area.

An additional source of liquidity is provided by the Bank’s membership in the FHLB. At December 31, 2025, the Bank’s total maximum borrowing capacity at the FHLB was $484,377,000 of which $418,037,000 remained available. The Bank had $66,000,000 in overnight and short-term borrowings at year-end 2025, related interest payable of $323,000 and other commitments of $17,000. The maximum borrowing capacity changes depending upon the Bank’s level of qualifying collateral assets. In addition, the Bank maintains unsecured Federal funds lines with four correspondent banks totaling $86,000,000. At December 31, 2025 and 2024, there were no outstanding borrowings under these lines. Future availability under these lines is subject to the policies of the granting banks and may be withdrawn. As part of its contingency funding plan, QNB successfully tested its ability to borrow from these sources during 2025.

Total cash and cash equivalents, equity and available-for-sale securities and loans held-for-sale totaled $593,373,000 at December 31, 2025 and $597,936,000 at December 31, 2024, of which $234,159,000 and $241,586,000, respectively, were pledged as collateral for repurchase agreements and public deposits. This decrease in liquid sources is primarily the result of maturities of available-for-sale securities. Management anticipates that these liquid sources are adequate to meet normal fluctuations in loan demand or deposit withdrawals. It is anticipated that the investment portfolio will continue to provide sufficient liquidity as municipal bonds are called and as principal and interest payments on mortgage-backed and CMO securities provide steady cash flow. Increases in interest rates, however, result in decreased cash flow available from the investment portfolio.

QNB is a member of the Certificate of Deposit Account Registry Services (“CDARS”) program offered by the Promontory Interfinancial Network, LLC. CDARS is a funding and liquidity management tool used by banks to access funds and manage their balance sheet. At December 31, 2025 approximately 18% of QNB deposits were uninsured or not collateralized, CDARS enables financial institutions to provide customers with full FDIC insurance on time deposits over $250,000 that are placed in the program. QNB also has available Insured Cash Sweep (“ICS”), another program through Promontory Interfinancial Network, LLC, which is a product similar to CDARS, but one that provides liquidity like a money market or savings account. QNB had $14,879,000 in CDARS time deposits at December 31, 2025 compared to $14,749,000 at December 31, 2024.

Capital Resources

A strong capital position is fundamental to support continued growth and profitability and to serve the needs of depositors. QNB’s shareholders’ equity at December 31, 2025 was $129,563,000, or 6.80% of total assets, compared with shareholders’ equity of $103,349,000, or 5.52% of total assets, at December 31, 2024. Shareholders’ equity at December 31, 2025 included a negative $45,142,000 related to unrealized holding losses, net of taxes, on investment securities available for sale and a negative $1,328,000, net of taxes, related to unrealized holding gains on fair value hedges, compared to a negative $66,436,000 related to unrealized holding losses, net of taxes, on investment securities available for sale and a positive $3,790,000, net of taxes, related to unrealized holding losses on fair value hedges at December 31, 2024. Excluding these adjustments, shareholders’ equity to total assets would have been 9.02% and 8.59% at December 31, 2025 and 2024, respectively.

Average shareholders’ equity and average total assets were $114,782,000 and $1,891,737,000 for 2025, an increase of 6.8% and 18.1%, respectively, from 2024 average equity and average total assets of $97,217,000 and $1,770,563,000, respectively. The ratio of average total equity to total average assets was 6.07% for 2025, compared with 5.49% for 2024.

QNB is subject to restrictions on the payment of dividends to its shareholders pursuant to the Pennsylvania Business Corporation Law of 1988 as amended (the BCL). The BCL operates generally to preclude dividend payments, if the effect thereof would render QNB insolvent, as defined. As a practical matter, QNB’s payment of dividends is contingent upon its ability to obtain funding in the form of dividends from the Bank. Under Pennsylvania banking law, the Bank is subject to certain restrictions on the amount of dividends that it

• 48 -

may declare without prior regulatory approval. At December 31, 2025, the retained earnings of the Bank totaling $153,739,000 was available for dividends without prior Pennsylvania Department of Banking approval, subject to the regulatory capital requirements discussed below. Under the Federal Deposit Insurance Act, an insured depository institution may not pay a dividend if, after the payment of the dividend, the institution would be undercapitalized under the FDIC’s prompt corrective action rules. In addition, Federal banking agencies have the authority to restrict dividend payments under certain circumstances if such payments are not consistent with the capital needs and financial condition of the institution. It is the policy of the Federal Reserve that a bank holding company generally should not maintain its existing rate of cash dividends on common stock unless the net income available to common shareholders over the prior four quarters, net of dividends previously paid during that period, has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with the company’s capital needs, asset quality, and overall financial condition. QNB paid dividends to its shareholders of $1.52 per share, $1.48 per share, and $1.44 per share, in 2025, 2024, and 2023, respectively.

QNB is subject to various regulatory capital requirements as issued by Federal regulatory authorities. Regulatory capital is defined in terms of Tier 1 capital and Tier 2. Risk-based capital ratios are expressed as a percentage of risk-weighted assets. Risk-weighted assets are determined by assigning various weights to all assets and off-balance sheet arrangements, such as letters of credit and loan commitments, based on associated risk. QNB is subject to various regulatory capital requirements as issued by Federal regulatory authorities.

Minimum requirements for both the quantity and quality of capital held by banks are as follows: Common equity Tier 1 capital to risk-weighted assets of 4.5%; Tier 1 capital to risk-weighted assets of 6.0%; Total Capital to risk-weighted assets of 8.0%; and Tier 1 leverage ratio of 4.0%. The capital conservation buffer, comprised of common equity Tier 1 capital, was established above the regulatory minimum capital requirements at 2.5%.

The Federal Deposit Insurance Corporation Improvement Act of 1991 established five capital level designations for insured institutions ranging from “well capitalized” to “critically undercapitalized.” At December 31, 2025 and 2024, management believes that the Company and the Bank met all capital adequacy requirements to which they are subject and have met the “well capitalized” criteria.

Capital Analysis
December 31,	2025		2024
Regulatory Capital
Shareholders' equity	$	129,563	$	103,349
Net unrealized securities losses, net of tax		46,470		62,646
Deferred tax assets on net operating loss		—		—
Disallowed goodwill and other disallowed intangible assets		—		-
Common equity tier I capital		176,033		165,995
Tier 1 capital		176,033		165,995
Allowable portion:
Subordinated debt		40,000		40,000
Allowance for credit losses on loans and unfunded commitments		9,291		8,831
Total regulatory capital	$	225,324	$	214,826
Risk-weighted assets	$	1,420,934	$	1,381,002
Quarterly average assets for leverage capital purposes	$	1,951,115	$	1,908,914
Capital Ratios
---	---	---	---	---	---	---
December 31,	2025			2024
Common equity tier I capital / risk-weighted assets		12.39	%		12.02	%
Tier 1 capital / risk-weighted assets		12.39	%		12.02	%
Total regulatory capital / risk-weighted assets		15.86	%		15.56	%
Tier 1 capital / average assets (leverage ratio)		9.02	%		8.70	%

Material Cash Requirements from Known Contractual and Other Obligations

QNB has various financial obligations, including contractual obligations and commitments, which may require future cash payments.

The following table presents, as of December 31, 2025, significant contractual obligations to third parties by payment date and the amounts and expected maturities of significant commitments. Further discussion of the nature of each obligation can be found in the

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Notes to Consolidated Financial Statements. The Company’s reserve for credit losses on unfunded commitments totaled $76,000 at December 31, 2025 compared to $87,000 at December 31, 2024.

December 31, 2025	One year<br>or less		After one<br>year<br>through<br>three years		After three<br>years<br>through<br>five years		After<br>five years		Total
Time deposits	$	360,511	$	13,031	$	2,255	$	—	$	375,797
Short-term borrowings		80,601		—		—		—		80,601
Subordinated debt		—		—		—		39,268		39,268
Operating leases		504		782		463		1,736		3,485
Commitments to extend credit (a)		252,190		75,819		12,809		60,255		401,073
Standby letters of credit		16,013		3,509		—		—		19,522
Total	$	709,819	$	93,141	$	15,527	$	101,259	$	919,746

• Includes available amounts for overdraft protection program in one year or less

Commitments to extend credit, including loan commitments, standby letters of credit, and commercial letters of credit do not necessarily represent future cash requirements, as these commitments often expire without being drawn upon. The Company does not currently have any commitments for significant capital expenditures or other purchase obligations.

RECENTLY ISSUED ACCOUNTING STANDARDS

Refer to Note 1 of the Notes to Consolidated Financial Statements for discussion of recently issued accounting standards.

CRITICAL ACCOUNTING ESTIMATES

Disclosure of the Company’s significant accounting policies is included in Note 1 to Consolidated Financial Statements. Additional information is contained in Management’s Discussion and Analysis and the Notes to Consolidated Financial Statements for the most sensitive of these issues. The discussion and analysis of the financial condition and results of operations are based on the Consolidated Financial Statements of QNB, which are prepared in accordance with US GAAP and predominant practices within the banking industry. The preparation of these Consolidated Financial Statements requires QNB to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. QNB evaluates estimates on an on-going basis, including those related to the determination of the allowance for credit losses on investments, loans and unused commitments, the determination of the valuation of other real estate owned, the determination of impairment of securities and restricted stock, the valuation of deferred tax assets, stock-based compensation and income taxes. QNB bases its estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Impairment on Securities and Restricted Stock

Securities are evaluated periodically to determine whether a decline in their value is impairment. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is impairment. The term “impairment” is not intended to indicate that the decline is permanent but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment.

The Company follows the accounting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-30 as it relates to the recognition and presentation of impairment. This accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not, the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of an impairment recorded in other comprehensive income for the non-credit portion of a previous impairment should be amortized prospectively over the remaining life of the security on the basis of future estimated cash flows of the security. For equity securities without a readily determinable market value, once a decline in value is determined to be an impairment, the value of the equity security is reduced to fair value and a corresponding charge to earnings is recognized.

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Allowance for Credit Losses on Loans and Unused Commitments

The Company maintains an allowance for credit losses on loans and unused commitments, which is intended to absorb probable known and inherent losses in the outstanding loan portfolio. The allowance for credit losses is calculated with the objective of maintaining a level believed by management to be sufficient to absorb probable known and inherent losses in the outstanding loan portfolio.

The allowance for credit losses is measured on a pool basis when similar risk characteristics exist. The Company establishes a general valuation allowance for performing loans, including non-accrual student loans. QNB calculates each pool's historical loss rate using a full economic cycle of loan balance and historical loss experienced. The general component is adjusted for qualitative factors including concentrations and economic forecast.

The level of the allowance is determined by assigning specific reserves to all non-accrual loans, except the homogeneous pool of student loans which are measured in the general reserve. An allowance on these non-accrual loans is established when the discounted cash flows (or collateral value) of the loan is lower than the carrying value of that loan. The portion of the allowance that is allocated to non-accrual loans is determined by estimating the inherent loss on each credit after giving consideration to the value of underlying collateral.

Management believes that it uses the best information available to make determinations about the adequacy of the allowance and that it has established its existing allowance for credit losses in accordance with U.S. GAAP. If circumstances differ substantially from the assumptions used in making determinations, future adjustments to the allowance for credit losses may be necessary and results of operations could be affected. Because future events affecting borrowers and collateral cannot be predicted with certainty, increases to the allowance may be necessary should the quality of any loans deteriorate as a result of the factors discussed above.

Stock-Based Compensation

QNB sponsored stock-based compensation plans, administered by a Board committee, under which both qualified and non-qualified stock options may be granted periodically to certain employees. QNB accounts for all awards granted under stock-based compensation plans in accordance with ASC 718, Compensation – Stock Compensation. Compensation cost has been measured using the fair value of an award on the grant date and is recognized over the service period, which is usually the vesting period. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the option and each vesting date. QNB estimates the fair value of stock options on the date of the grant using the Black-Scholes option pricing model. The model requires the use of numerous assumptions, many of which are highly subjective in nature.

Income Taxes

QNB accounts for income taxes under the asset/liability method in accordance with income tax accounting guidance, ASC 740 – Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when, in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond QNB’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk reflects the risk of economic loss resulting from changes in interest rates and market prices. QNB’s primary market risk exposure is interest rate risk and liquidity risk. QNB’s liquidity position was discussed in a prior section.

QNB’s largest source of revenue is net interest income, which is subject to changes in market interest rates. Interest rate risk management seeks to minimize the effect of interest rate changes on net interest margins and interest rate spreads and to provide growth in net interest income through periods of changing interest rates. QNB’s Asset/Liability and Investment Management Committee (“ALCO”) is responsible for managing interest rate risk and for evaluating the impact of changing interest rate conditions on net interest income.

QNB uses computer simulation analysis to measure the sensitivity of projected earnings to changes in interest rates. Simulation considers current balance sheet volumes and the scheduled repricing dates, instrument level optionality, and maturities of assets and liabilities. It incorporates assumptions for growth, changes in the mix of assets and liabilities, prepayments, and average rates earned and paid. Based on this information, management uses the model to project net interest income under multiple interest rate scenarios.

A balance sheet is considered asset sensitive when its assets (investment securities and loans) reprice faster than its interest-bearing liabilities (deposits and borrowings). An asset sensitive balance sheet will produce relatively higher net interest income when interest rates rise and less net interest income when they decline. A balance sheet is considered liability sensitive when its liabilities (deposits and borrowings) reprice faster or to a greater extent than its earning assets (loans and securities). A liability sensitive balance sheet will produce relatively less net interest income when interest rates rise and more net interest income when they decline. Based on our simulation analysis, management believes QNB’s interest sensitivity position at December 31, 2025 is relatively asset sensitive. Management expects market interest rates to decrease in the next 12 months, based on the economic environment and policy of the Federal Reserve.

The following table shows the estimated impact of changes in interest rates on net interest income as of December 31, 2025 and 2024 assuming instantaneous rate shocks, and consistent levels of assets and liabilities. Net interest income for the subsequent twelve months is projected to increase when interest rates are higher than current rates.

Estimated change in net interest income
Change in interest rates	December 31,
(basis points)	2025			2024
+300		0.7	%		-0.3	%
+200		0.5	%		0.0	%
+100		0.3	%		0.2	%
-100		-0.3	%		-0.7	%
-200		-1.3	%		-1.7	%
-300		-4.4	%		-3.8	%

Computations of future effects of hypothetical interest rate changes are based on numerous assumptions and should not be relied upon as indicative of actual results. Assets and liabilities may react differently than projected to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag changes in market interest rates. Interest rate shifts may not be parallel.

Changes in interest rates can cause substantial changes in the amount of prepayments of loans and mortgage-backed securities, which may in turn affect QNB’s interest rate sensitivity position. Additionally, credit risk may rise if an interest rate increase adversely affects the ability of borrowers to service their debt. At December 31, 2025 and December 31, 2024, QNB had two derivatives designated as fair value hedging instruments, these interest rate swaps had a notional value of $276,364,000.

QNB is not subject to foreign currency exchange or commodity price risk.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following audited financial statements are set forth in this Annual Report on Form 10-K on the following pages:

Report of Independent Registered Public Accounting Firm: Baker Tilly US, LLP (PCAOB ID 23) Allentown, PA	Page 55
Consolidated Balance Sheets	Page 57
Consolidated Statements of Income	Page 58
Consolidated Statements of Comprehensive Income	Page 59
Consolidated Statements of Shareholders’ Equity	Page 60
Consolidated Statements of Cash Flows	Page 61
Notes to Consolidated Financial Statements	Page 62

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Management’s Report on Internal Control over Financial Reporting

March 16, 2026

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, in relation to criteria for effective internal control over financial reporting as described in “Internal Control Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concludes that, as of December 31, 2025, the Company’s system of internal control over financial reporting is effective and meets the criteria of the “Internal Control Integrated Framework (2013).”

/s/ David W. Freeman	/s/ Jeffrey Lehocky
David W. Freeman	Jeffrey Lehocky
Chief Executive Officer	Chief Financial Officer

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Report of Independent Registered Public Accounting Firm

Shareholders and the Board of Directors of QNB Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of QNB Corp. and subsidiary (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates

Allowance for Credit Losses (ACL) on Loans Receivable – Qualitative Factors

Critical Audit Matter Description

As disclosed in Notes 1 and 5 to the Company's consolidated financial statements, the Company accounts for credit losses under ASC 326, Financial Instruments – Credit Losses. ASC 326 requires the measurement of current estimate of lifetime credit losses inherent in the loan portfolio at the balance sheet date. As described in the notes, the ACL consists of two components: a specific reserve based on the analysis of individually evaluated loans, and a general reserve that is measured on a pool basis for loans sharing similar risk characteristics (“general valuation allowance”). The Company estimates the ACL for the general valuation allowance via a quantitative analysis and qualitative factors both which consider relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts.

• 55 -

The determination of qualitative factor adjustments involves a high degree of management judgement. Management has identified risk factors related to concentrations of credit and economic data as areas where the historical data requires adjustment to reflect current and expected conditions. Changes to these qualitative factors could have a material impact on the Company's financial results.

We have identified auditing the qualitative factors as a critical audit matter as management's determination of the qualitative factors is subjective and involves significant management judgments. Our audit procedures related to the qualitative factors involved a high degree of auditor judgement and significant auditor effort was required in evaluating the audit evidence obtained related to the qualitative factor adjustments.

How We Addressed the Matter in Our Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to the qualitative factors included the following, among others:

Substantively testing the appropriateness of the judgment and assumptions used in management's estimation process for developing the qualitative factor adjustments, including:

• Assessing whether all relevant factors have been considered that affect the collectability of the loan portfolio;
• Evaluation of the relevance and reliability of underlying internal and external data inputs used as a basis for the qualitative factor adjustments and corroboration of these inputs by comparison to the Company's historical loan portfolio performance, and third-party macroeconomic data;
• Recalculation of the allowance for credit loss and allocation of qualitative loss factors to the appropriate loan segments

/s/ Baker Tilly US, LLP

Allentown, Pennsylvania

March 16, 2026

We have served as the Company's auditor since 2007.

• 56 -

CONSOLIDATED BALANCE SHEETS

December 31,			2024
Assets
Cash and due from banks	12,900		$	11,369
Interest-bearing deposits in banks	37,397			39,344
Total cash and cash equivalents	50,297			50,713
Investment securities:
Available-for-sale (amortized cost 602,047 and 626,391)	542,830			546,559
Restricted investment in stocks	6,663			5,436
Loans held-for-sale	246			664
Loans receivable	1,262,074			1,216,048
Allowance for credit losses on loans	(9,215	)		(8,744	)
Net loans	1,252,859			1,207,304
Bank-owned life insurance	12,275			11,937
Premises and equipment, net	16,886			17,255
Accrued interest receivable	4,839			4,965
Net deferred tax assets	13,993			18,325
Other assets	5,117			7,736
Total assets	1,906,005		$	1,870,894
Liabilities
Deposits
Demand, non-interest bearing	189,957		$	183,499
Interest-bearing demand	534,854			537,846
Money market	260,742			250,293
Savings	281,161			275,445
Time less than 100	167,010			178,163
Time 100 through 250	149,750			156,614
Time greater than 250	59,037			46,681
Total deposits	1,642,511			1,628,541
Short-term borrowings	80,601			53,844
Long-term debt	—			30,000
Subordinated debt	39,268			39,068
Accrued interest payable	5,050			7,580
Other liabilities	9,012			8,512
Total liabilities	1,776,442			1,767,545
Shareholders' Equity
Common stock, par value 0.625 per share; authorized 10,000,000 shares; 3,947,561 shares and 3,905,302 shares issued; 3,738,875 and 3,696,616 shares outstanding	2,467			2,441
Surplus	29,206			27,633
Retained earnings	148,397			139,958
Accumulated other comprehensive loss, net of tax	(46,470	)		(62,646	)
Treasury stock, at cost; 208,686 and 208,686 shares	(4,037	)		(4,037	)
Total shareholders' equity	129,563			103,349
Total liabilities and shareholders' equity	1,906,005		$	1,870,894

All values are in US Dollars.

The accompanying notes are an integral part of the consolidated financial statements.

• 57 -

CONSOLIDATED STATEMENTS OF INCOME

Year ended December 31,		2024			2023
Interest income
Interest and fees on loans	73,052	$	65,367		$	53,884
Interest and dividends on investment securities (AFS & Equity):
Taxable	15,515		14,090			11,794
Tax-exempt	1,415		1,424			1,460
Interest on interest-bearing balances and other interest income	2,656		3,187			1,944
Total interest income	92,638		84,068			69,082
Interest expense
Interest on deposits
Interest-bearing demand	9,699		10,019			7,767
Money market	7,312		8,181			4,823
Savings	3,591		3,651			4,187
Time less than 100	6,291		6,808			3,194
Time 100 through 250	6,088		6,570			3,859
Time greater than 250	2,152		2,247			1,171
Interest on short-term borrowings	2,103		1,148			3,273
Interest on long-term debt	423		1,322			653
Interest on subordinated debt	3,750		1,260			—
Total interest expense	41,409		41,206			28,927
Net interest income	51,229		42,862			40,155
Provision (reversal of provision) for credit losses	449		(68	)		(844	)
Net interest income after provision for credit losses	50,780		42,930			40,999
Non-interest income
Net unrealized (loss) gain on investment equity securities	—		(215	)		250
Net gain (loss) on sale of investment securities	—		919			(2,077	)
Net gain (loss) on investment securities	—		704			(1,827	)
Fees for services to customers	1,986		1,770			1,651
ATM and debit card	2,991		2,740			2,735
Retail brokerage and advisory	648		476			862
Bank-owned life insurance	338		332			320
Merchant	321		348			394
Net gain on sale of loans	63		29			16
Other	610		514			686
Total non-interest income	6,957		6,913			4,837
Non-interest expense
Salaries and employee benefits	21,261		19,741			19,026
Net occupancy	2,320		2,207			2,223
Furniture and equipment	4,434		3,973			3,602
Marketing	1,038		1,044			964
Third party services	3,069		2,595			2,422
Telephone, postage and supplies	511		505			571
State taxes	947		577			367
FDIC insurance premiums	1,033		1,156			1,058
Merger-Related	1,138		—			—
Other	4,056		3,686			3,876
Total non-interest expense	39,807		35,484			34,109
Income before income taxes	17,930		14,359			11,727
Provision for income taxes	3,840		2,911			2,244
Net income	14,090	$	11,448		$	9,483
Earnings per share - basic	3.79	$	3.12		$	2.63
Earnings per share - diluted	3.78	$	3.12		$	2.63
Cash dividends per share	1.52	$	1.48		$	1.48

All values are in US Dollars.

The accompanying notes are an integral part of the consolidated financial statements.

• 58 -

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	(in thousands)
Year ended December 31,	2025						2024						2023
	Before <br>tax <br>amount		Tax <br>expense		Net of <br>tax <br>amount		Before <br>tax <br>amount		Tax <br>expense		Net of <br>tax <br>amount		Before <br>tax <br>amount		Tax <br>expense		Net of <br>tax <br>amount
Net income	$	17,930	$	3,840	$	14,090	$	14,359	$	2,911	$	11,448	$	11,727	$	2,244	$	9,483
Other comprehensive income:
Net unrealized holding gain on available-for-sale securities:
Unrealized holding gain arising during the period		20,615		4,439		16,176		5,068		643		4,425		14,638		3,074		11,564
Reclassification adjustment for loss included in net income		—		—		—		1,096		230		866		2,058		432		1,626
Other comprehensive income		20,615		4,439		16,176		6,164		873		5,291		16,696		3,506		13,190
Total comprehensive income	$	38,545	$	8,279	$	30,266	$	20,523	$	3,784	$	16,739	$	28,423	$	5,750	$	22,673

The accompanying notes are an integral part of the consolidated financial statements.

• 59 -

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

										Accumulated
										Other
		Common					Retained			Comprehensive			Treasury
		Stock		Surplus			Earnings			Income (Loss)			Stock			Total
Balance, January 1, 2023	3,588,262	$	2,373	$	24,798		$	128,951		$	(81,127	)	$	(4,037	)	$	70,958
Cumulative change in accounting principle					—			857			—			—			857
Balance at January 2, 2023 (as adjusted for change in accounting principle)			2,373		24,798			129,808			(81,127	)		(4,037	)		71,815
Net income			—		—			9,483			—			—			9,483
Other comprehensive loss, net of tax			—		—			—			13,190			—			13,190
Cash dividends declared (1.48 per share)			—		—			(5,346	)		—			—			(5,346	)
Stock issued in connection with dividend reinvestment and stock purchase plan	56,622		36		1,327			—			—			—			1,363
Stock issued for employee stock purchase plan	6,630	4		130				—			—			—			134
Stock issued for non-employee director compensation	1,740		1		(1	)		—			—			—			—
Stock-based compensation expense			—	185				—			—			—			185
Balance, December 31, 2023	3,653,254	$	2,414	$	26,439		$	133,945		$	(67,937	)	$	(4,037	)	$	90,824
Net income			—		—			11,448			—			—			11,448
Other comprehensive income, net of tax			—		—			—			5,291			—			5,291
Cash dividends declared (1.48 per share)			—		—			(5,435	)		—			—			(5,435	)
Stock issued in connection with dividend reinvestment and stock purchase plan	32,963		21		852			—			—			—			873
Stock issued for employee stock purchase plan	7,339		4		145			—			—			—			149
Stock issued for non-employee director compensation	3,060		2		(2	)		—			—			—			—
Stock-based compensation expense			—		199			—			—			—			199
Balance, December 31, 2024	3,696,616	$	2,441	$	27,633		$	139,958		$	(62,646	)	$	(4,037	)	$	103,349
Net income			—		—			14,090			—			—			14,090
Other comprehensive income, net of tax			—		—			—			16,176			—			16,176
Cash dividends declared (1.52 per share)			—		—			(5,651	)		—			—			(5,651	)
Stock issued in connection with dividend reinvestment and stock purchase plan	24,138		15		823			—			—			—			838
Stock issued for employee stock purchase plan	5,448		3		156			—			—			—			159
Stock issued for options exercised	9,055		6		262			—			—			—			268
Stock issued for non-employee director compensation	3,618		2		(2	)		—			—			—			—
Stock-based compensation expense			—		334			—			—			—			334
Balance, December 31, 2025	3,738,875	$	2,467	$	29,206		$	148,397		$	(46,470	)	$	(4,037	)	$	129,563

All values are in US Dollars.

The accompanying notes are an integral part of the consolidated financial statements.

• 60 -

CONSOLIDATED STATEMENTS OF CASH FLOWS

	(in thousands)
Year ended December 31,	2025			2024			2023
Operating Activities
Net income	$	14,090		$	11,448		$	9,483
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,604			1,726			1,714
Provision (reversal of provision) for credit losses		449			(68	)		(844	)
Net (gain) loss on sales of investment debt and equity securities		—			(919	)		2,077
Net unrealized loss (gain) on equity securities		—			215			(250	)
Net gain on sale of loans		(63	)		(29	)		(16	)
Proceeds from sales of residential mortgages held-for-sale		2,254			1,765			989
Origination of residential mortgages held-for-sale		(3,386	)		(1,851	)		(1,522	)
Increase on bank-owned life insurance		(338	)		(332	)		(320	)
Stock-based compensation expense		334			199			185
Amortization of deferred costs on subordinated debt		200			56			—
Deferred income tax provision (benefit)		(107	)		92			52
Net increase (decrease) in income taxes payable		1,942			539			(2,094	)
Net decrease (increase) in accrued interest receivable		126			1,136			(1,063	)
Fair value remeasurements on interest rate swap		(164	)		(44	)		(57	)
Amortization of mortgage servicing rights and change in valuation allowance		49			50			61
Net amortization of premiums and discounts on investment securities		1,122			1,316			1,665
Net (decrease) increase in accrued interest payable		(2,530	)		2,286			4,827
Operating lease payments		(641	)		(633	)		(626	)
Increase in other assets		629			(991	)		(91	)
Increase (decrease) in other liabilities		1,052			256			287
Net cash provided by operating activities		16,622			16,217			14,457
Investing Activities
Proceeds from payments, maturities and calls of investment debt securities<br>   available-for-sale		104,326			64,959			50,042
Proceeds from the sale of investment securities available-for-sale		—			13,139			33,213
Purchases of investment securities available-for-sale		(80,940	)		(130,679	)		(14,381	)
Proceeds from the sale of equity securities		—			8,880			8,556
Purchases of equity securities		—			(1,170	)		(2,179	)
Proceeds from redemption of investment in restricted bank stock		4,319			103			7,629
Purchase of restricted bank stock		(5,546	)		(2,809	)		(5,166	)
Net increase in loans		(44,402	)		(122,574	)		(53,910	)
Net purchases of premises and equipment		(1,136	)		(3,516	)		(765	)
Redemption of Bank Owned Life Insurance investment		—			341			—
Net cash (used) provided in investing activities		(23,379	)		(173,326	)		23,039
Financing Activities
Net increase (decrease) in non-interest bearing deposits		6,458			(1,599	)		(46,751	)
Net increase in interest-bearing deposits		7,512			141,427			117,095
Net increase (decrease) in short-term borrowings		26,757			(40,250	)		(67,233	)
Issuance of long-term debt		—			10,000			20,000
Repayment of long-term debt		(30,000	)		—			(10,000	)
Issuance of subordinated debt		—			40,000			—
Cash dividends paid, net of reinvestment		(5,000	)		(4,798	)		(4,671	)
Proceeds from issuance of common stock		614			385			822
Net cash provided by financing activities		6,341			145,165			9,262
(Decrease) increase in cash and cash equivalents		(416	)		(11,944	)		46,758
Cash and cash equivalents at beginning of year		50,713			62,657			15,899
Cash and cash equivalents at end of period	$	50,297		$	50,713		$	62,657
Supplemental Cash Flow Disclosures
Interest paid	$	43,939		$	38,920		$	24,100
Federal income taxes paid, net of refunds received		2,100			2,196			4,000
State income taxes paid, net of refunds received		(94	)		82			286
Non-cash transactions:
Cumulative change in accounting principal		—			—			857
Trade-date settlements for matured securities		—			—			500
Right-of-use assets obtained in exchange for new operating lease liabilities		—			457			369

The accompanying notes are an integral part of the consolidated financial statement.

• 61 -

QNB CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Business

QNB Corp. (the “Company”), through its wholly-owned subsidiary, QNB Bank (the “Bank”), has been serving the residents and businesses of Bucks, Lehigh, and Montgomery counties in Pennsylvania since 1877. The Bank is a Pennsylvania chartered commercial bank. The Company and the Bank are subject to regulations of certain state and Federal agencies. These regulatory agencies periodically examine the Company and the Bank for adherence to laws and regulations.

Segment Reporting

The Company manages and operates its business as a single operating segment. The segment's financial information is the same as presented in the Consolidated Financial Statements. The segment is locally managed and provides a full range of commercial, retail banking and retail brokerage services. The Company's Banking segment is determined by the President and Chief Executive Officer ("CEO") who is the chief operating decision maker (the "CODM"). The CODM evaluates the financial performance of the Company's business components using consolidated revenue, expenses, balance sheet growth and financial ratios to budget and prior periods to determine the allocation of resources and to measure performance. The CODM utilizes consolidated net income to benchmark the Company against its competitors and peer group. This information is used by the CODM to achieve strategic initiatives and allocate resources. Significant revenues are provided by loans, investments and deposits. Significant expenses include interest expense, the provision for credit losses and payroll.

Basis of Presentation

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. The consolidated entity is referred to herein as “QNB”. All significant inter-company accounts and transactions have been eliminated in the Consolidated Financial Statements.

Tabular information, other than share and per share data, is presented in thousands of dollars. Certain prior period amounts have been reclassified to conform with the current year’s presentation.

Use of Estimates

These statements are prepared in accordance with Accounting Principles Generally Accepted in the United States of America (“US GAAP”) and predominant practices within the banking industry. The preparation of these Consolidated Financial Statements requires QNB to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. QNB evaluates estimates on an on-going basis. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, the fair value of financial instruments, impairment of investment securities, the determination of impairment of restricted bank stock and the valuation of deferred tax assets and income taxes. QNB bases its estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Significant Group Concentrations of Credit Risk

Most of the QNB’s activities are with customers located within Bucks, Montgomery and Lehigh Counties in southeastern Pennsylvania. Note 4 discusses the types of investment securities in which the QNB invests. Note 5 discusses the types of lending in which QNB engages. QNB does not have any significant concentrations to any one industry or customer other than what is discussed in Note 5. Although QNB has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy.

Cash and Cash Equivalents

For purposes of the statement of cash flows, cash and cash equivalents consist of cash on hand, cash items in process of collection, amounts due from banks, interest-bearing deposits in the Federal Reserve Bank and other banks and Federal funds sold. QNB maintains a portion of its interest-bearing deposits at various commercial financial institutions. At times, the balances exceed the FDIC insured limits; QNB has not experienced a loss due to the balances exceeding FDIC limits.

• 62 -

Investment Securities

Investment debt securities that QNB has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Interest is included in interest income. Debt securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale debt securities and reported at fair value, with unrealized gains and losses, net of tax, excluded from earnings and reported in other comprehensive income or loss, a separate component of shareholders’ equity. Management determines the appropriate classification of securities at the time of purchase.

Available-for-sale debt securities include securities that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in credit ratings, changes in market interest rates and related changes in the securities’ prepayment risk or to meet liquidity needs.

Premiums and discounts on debt securities are recognized in interest income using a constant yield method. Gains and losses on sales of available-for-sale securities are recorded on the trade date and are computed on the specific identification method and included in non-interest income.

Equity investments with readily determinable fair values are measured at fair value. The changes in fair value are recognized in net income. Dividends are included in interest income.

Impairment of Investment Securities

Securities are evaluated periodically to determine whether a decline in their value is impairment. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is impairment. The term impairment is not intended to indicate that the decline is permanent, it indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. For equity securities that do not have readily-determinable fair values, once a decline in value is determined to be impairment, the value of the equity security is reduced and a corresponding charge to earnings is recognized.

QNB follows the accounting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-30 as it relates to the recognition and presentation of impairment. This accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not, the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an impairment of a debt security in earnings and the remaining portion in other comprehensive income.

Derivatives and Hedges

The fair value hedges are accounted for under Derivatives and Hedging (Topic 815). QNB adopted ASU 2022-01 Derivatives and Hedging (Topic 815): Fair Value Hedging--Portfolio Layer Method ("ASC 2022-01") as of January 1, 2023. ASC 2022-01 allows for the use of an amortizing notional swap when entering a portfolio layer method hedge. This guidance allows the interest rate swap to be considered a hedge of a single layer of portfolio. QNB's risk management objective with respect to derivative financial instruments is to hedge the risk of changes in the fair value of certain fixed-rate investment securities, included in a closed portfolio, for changes in the Secured Overnight Financing Rate ("SOFR"). The changes in the fair value of each derivative financial instrument is reported in accumulated other comprehensive (loss) income, net of tax, and are reclassified to interest income as interest payments are made or received on the hedged portfolios. QNB assesses the effectiveness of each hedging relationship using a regression analysis of prior periodic changes in fair value of both the hedge and the hedged item. In the assessment of hedge effectiveness, QNB considers the likelihood of the counterparty's compliance with the contractual terms of the hedging derivative that could require the counterparty to make payments (counterparty default risk). If the likelihood that the counterparty will not default ceases to be probable, the hedge may no longer be highly effective and hedge ineffectiveness due to counterparty payment risk will be assessed.

Restricted Investment in Stock

Restricted stock is comprised of Federal Home Loan Bank of Pittsburgh (“FHLB”) in the amount of $3,587,000, the Atlantic Community Bankers Bank in the amount of $12,000, VISA Class B-2 stock with a carrying cost of $0, and Senior Housing Crime Prevention Investment Corporation ("SHCPFIC") preferred stock of $1,000,000 at December 31, 2025. Federal law requires a member institution of the FHLB to hold stock of its district bank according to a predetermined formula. These restricted securities are carried at cost and evaluated for impairment periodically. As of December 31, 2025, there was no impairment associated with these securities.

• 63 -

The Bank has a $2,064,000 non-controlling investment in a discrete class of non-voting limited liability company membership interests issued by National Energy Improvement Fund, LLC (“NEIF”), a Pennsylvania limited liability company licensed in Pennsylvania as a consumer discount company. The proceeds of the investment will be used by NEIF to fund a State-sponsored consumer loan program, the KEEP Home Energy Loan Program, designed to assist Pennsylvania homeowners in reducing their energy costs.

The Bank owns 3,251 shares of Visa Class B-2 stock post conversion of its original Class B shares, which was necessary to participate in Visa services in support of the Bank’s credit card, debit card, and related payment programs (permissible activities under banking regulations) as a member institution. Following the resolution of Visa’s covered litigation, shares of Visa’s Class B-2 stock will be converted to Visa Class A shares using a conversion factor (1.5108 as of December 23, 2025), which is periodically adjusted to reflect VISA’s ongoing litigation costs. There is a very limited market for this stock, as only current owners of Class B-2 shares are permitted to transact in Class B-2. Due to the lack of orderly trades and public information of such trades, Visa Class B-2 does not have a readily determinable fair value.

The Bank owns 100 shares of preferred stock of SHCPFIC. These shares are not transferable without the consent of SHCPFIC and does not have a readily determinable fair value.

Loans

Loans are segmented and reported on a pool basis with similar risk characteristics; these segments or pools are identified in Note 5. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are stated at the principal amount outstanding, net of deferred loan fees and costs. Interest income is accrued on the principal amount outstanding. Loan origination and commitment fees net of related direct costs are deferred and amortized to income over the term of the respective loan and loan commitment period as a yield adjustment.

Loans held-for-sale consist of residential mortgage loans and are carried at the lower of aggregate cost or fair value. Net unrealized losses, if any, are recognized through a valuation allowance charged to income. Gains and losses on residential mortgages held-for-sale are included in non-interest income.

Non-Performing Assets

Non-performing assets are comprised of accruing loans past due 90 days or more, non-accrual loans and investment securities, other real estate owned and repossessed assets. Non-accrual loans and investment securities are those on which the accrual of interest has ceased. Loans are placed on non-accrual status immediately if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more and collateral is insufficient to cover principal and interest. Interest accrued, but not collected at the date a loan is placed on non-accrual status, is reversed and charged against interest income. Loans are returned to an accrual status when the borrower’s ability to make periodic principal and interest payments has returned to normal (i.e. brought current with respect to principal or interest or restructured) and the paying capacity of the borrower and/or the underlying collateral is deemed sufficient to cover principal and interest.

Since the implementation of ASU 326 on January 1, 2023, loan modifications to borrowers experiencing financial difficulty ("FDM") could involve principal forgiveness, term extension, an other-than-insignificant payment delay, interest rate reduction or exchanging or paying off existing debt for new debt with QNB. Any amount forgiven would be charged to the allowance for credit losses.

Accounting for impairment in the performance of a loan is required when it is probable that all amounts, including both principal and interest, will not be collected in accordance with the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, at the loan’s observable market price or the fair value of the collateral if the loans are collateral dependent. Impairment criteria are applied to the loan portfolio exclusive of smaller homogeneous loans such as residential mortgage and consumer loans which are evaluated collectively for impairment.

Loans are fully charged-off or charged down to net realizable value (fair value of collateral less estimated costs to sell) when deemed uncollectible due to bankruptcy or other factors, or when they reach a defined number of days past due based on loan product, industry practice, terms and other factors.

Loans are considered past due when contractually required principal or interest payments have not been made on the due dates.

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Allowance for Credit Losses on Loans and Commitments

QNB maintains an allowance for credit losses on loans ("ACL") , which is intended to absorb probable known and inherent losses in the outstanding loan portfolio. QNB utilizes the Cohort method to calculate its ACL. QNB elected not to measure an allowance for credit losses on accrued interest receivable. The allowance is reduced by actual credit losses and is increased or decreased by the provision (reversal) for credit losses on loans and increased by recoveries of previous losses. The provisions or reversals for credit losses are charged to earnings to bring the total allowance for credit losses on loans to a level considered necessary by management. QNB estimates the ACL via a quantitative analysis and qualitative factors both which consider relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts.

The level of the ACL is determined by assigning specific reserves to all non-accrual loans, except the homogeneous pool of student loans which are measured in the general reserve. An allowance on these non-accrual loans is established when the discounted cash flows (or collateral value) of the loan is lower than the carrying value of that loan. The portion of the allowance that is allocated to non-accrual loans is determined by estimating the inherent loss on each credit after giving consideration to the value of underlying collateral.

The general reserve is measured on a pool basis when similar risk characteristics exist; these pools are identified in Note 5. QNB establishes a general valuation allowance for performing loans, including non-accrual student loans. QNB calculates each pool's or segment's historical loss rate using a full economic cycle of loan balance and historical loss experience. The general component is adjusted for qualitative factors. These qualitative risk factors include:

• Concentrations: QNB adjusts historic loss for concentrations in the current portfolio that were not present during the down-turn of the economic cycle.
• Economic Forecast: The QNB utilizes an entire economic cycle of data to determine loss rates by segment. This approach reflects an inherent reversion to the historical losses during life of the loans within the pool considering prepayments and loss experience throughout an entire economic cycle. However, QNB feels it is prudent to maintain a floor in its ACL model to assure that there is enough reserve on hand to sustain any losses upon a possible recession.

Management emphasizes loan quality and close monitoring of potential problem credits. Credit risk identification and review processes are utilized in order to assess and monitor the degree of risk in the loan portfolio. QNB’s lending and credit administration staff are charged with reviewing the loan portfolio and identifying changes in the economy or in a borrower’s circumstances which may affect the ability to repay debt or the value of pledged collateral. A loan classification and review system exists that identifies those loans with a higher than normal risk of collectability. Each commercial loan is assigned a grade based upon an assessment of the borrower’s financial capacity to service the debt and the presence and value of collateral for the loan. An independent firm reviews risk assessment and evaluates the adequacy of the ACL. Management meets monthly to review the credit quality of the loan portfolio and quarterly to review the ACL.

In addition, various regulatory agencies, as an integral part of their examination process, periodically review QNB's ACL. Such agencies may require QNB to recognize additions to the allowance based on their judgments using information available to them at the time of their examination.

Management believes that it uses the best information available to make determinations about the adequacy of the allowance and that it has established its existing ACL in accordance with U.S. GAAP. If circumstances differ substantially from the current calculation, future adjustments to the ACL may be necessary and results of operations could be affected. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that increases to the allowance will not be necessary should the quality of any loans deteriorate.

QNB uses the same lending standards and policies in making credit commitments as it does for on-balance sheet instruments. The activity is controlled through credit approvals, control limits, and monitoring procedures. QNB applies the resulting loss factors under the allowance for credit losses on loans to its unused commitments, assuming: additional funding for commercial lines up to the average line usage for non-pass rated lines with no current usage; and, additional funding up to the average line usage for retail lines with no current usage.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from QNB, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) QNB does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

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Servicing Assets

Servicing assets are recognized as separate assets when rights are acquired through the sale of financial assets. When mortgage loans are sold, a portion of the cost of originating the loan is allocated to the servicing rights based on relative fair value. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The Company subsequently measures servicing rights using the amortization method where servicing rights are amortized in proportion to and over the period of estimated net servicing income. On a quarterly basis, an independent third party determines the fair value of QNB’s servicing assets. These assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the capitalized amount for the tranches. If QNB later determines that all or a portion of the impairment no longer exists for a particular tranche, a reduction of the valuation allowance may be recorded as an increase to income. Capitalized servicing rights are reported in other assets and are amortized into other noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets.

Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal, or a fixed amount per loan and are recorded as other non-interest income when earned and netted against the amortization of mortgage servicing rights.

Premises and Equipment

Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated principally on an accelerated or straight-line basis over the estimated useful lives of the assets, or the shorter of the estimated useful life or lease term for leasehold improvements, as follows:

Buildings	10 to 39 years
Furniture and equipment	3 to 15 years
Leasehold improvements	5 to 30 years

Expenditures for maintenance and repairs are charged to operations as incurred. Gains or losses upon disposition are reflected in earnings as realized.

The “Premises and equipment, net” category on the Consolidated Balance Sheets also includes the right-of-use assets associated with operating leases. The discount rates used in determining the initial value of the right of use assets are based on the FHLB Amortizing Fixed Loan Rate for the term of each lease. QNB typically enters into lease agreements with an initial term of 5 to 10 years and subsequent additional optional terms in increments of 5 years. The lease agreements also contain termination options. None of the leases contain purchase options and none transfer the ownership of the leased asset. QNB has renewed two operating leases during 2024. Operating lease liabilities are included with “Other liabilities” on the Consolidated Balance Sheets. All operating lease costs are included in non-interest expense within “Net occupancy” on the Consolidated Statements of Income. QNB performs an impairment analysis on it right-of-use asset on an annual basis; there were no impairments at December 31, 2025.

Bank-Owned Life Insurance

The Bank invests in bank-owned life insurance (“BOLI”) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Bank on a select group of employees. The Bank is the owner and beneficiary of the policies. Income from the increase in cash surrender value of the policies as well as the receipt of death benefits is included in non-interest income on the Consolidated Statements of Income. The BOLI policies are an asset that can be liquidated, if necessary, with associated tax costs. However, the Bank intends to hold these policies and, accordingly, has not provided for deferred income taxes on the earnings from the increase in cash surrender value.

The Bank follows the accounting guidance for postretirement benefit aspects of endorsement split-dollar life insurance arrangements which applies to life insurance arrangements that provide an employee with a specified benefit that is not limited to the employee’s active service period, including certain bank-owned life insurance policies. It requires an employer to recognize a liability and related compensation costs for future benefits that extend to postretirement periods. The expense recorded during 2025, 2024 and 2023 was approximately $61,000, $25,000 and $56,000, respectively, and is included in non-interest expense under "Salaries and employee benefits" expense.

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Stock-Based Compensation

At December 31, 2025, QNB sponsored Stock Incentive Plans (the Stock Plans), administered by a Board committee, under which both qualified and non-qualified stock options may be granted periodically to certain employees. QNB accounts for all awards granted under stock-based compensation plans in accordance with FASB ASC 718, Compensation - Stock Compensation. Compensation cost has been measured using the fair value of an award on the grant date and is recognized over the service period, which is usually the vesting period.

Stock-based compensation expense related to the Stock Plans was approximately $159,000, $87,000 and $90,000 for the years ended December 31, 2025, 2024 and 2023, respectively. There were $13,000, $4,000 and $3,000 in tax benefits recognized related to the nonqualified compensation and disqualifying dispositions for the years ended December 31, 2025, 2024 and 2023, respectively.

The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the option and each vesting date. QNB estimated the fair value of stock options on the date of the grant using the Black-Scholes option pricing model. The model requires the use of numerous assumptions, many of which are highly subjective in nature. The following assumptions were used in the option pricing model in determining the fair value of options granted during the periods presented.

Year ended December 31,	2025			2024			2023
Risk free interest rate		4.44	%		3.98	%		3.64	%
Dividend yield		4.36	%		5.97	%		4.80	%
Volatility		24.96	%		20.96	%		20.36	%
Expected life (years)		6.50			8.19			8.35

The weighted average fair value per share of options granted during 2025, 2024 and 2023 was $6.64, $3.08 and $4.11, respectively. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. Historical information was the primary basis for the selection of the expected dividend yield, expected volatility and expected lives of the options.

Income Taxes

QNB accounts for income taxes under the asset/liability method in accordance with income tax accounting guidance, ASC 740 - Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when, in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond QNB’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

In connection with the accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions, QNB has evaluated its tax positions as of December 31, 2025. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has more than a 50 percent likelihood of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Under the “more-likely-than-not” threshold guidelines, QNB believes no significant uncertain tax positions exist, either individually or in the aggregate, which would give rise to the non-recognition of an existing tax benefit. As of December 31, 2025, QNB had a valuation allowance of $442,000 for unrecognized tax benefits related to a state net operating loss as discussed in Note 12. As of December 31, 2025 QNB had no interest expense and no tax penalties. QNB’s policy is to account for interest as a component of interest expense and penalties as a component of other expense. The Company and its subsidiary are subject to U.S. Federal income tax as well as income tax of the Commonwealth of Pennsylvania and the State of New Jersey. Tax years from

2022

to date remain subject to examination by the tax authorities.

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Treasury Stock

Common stock shares repurchased are recorded as treasury stock at cost.

Earnings Per Share

Basic earnings per share excludes any dilutive effects of options and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to all dilutive potential common shares that were outstanding during the period. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

Treasury shares are not deemed outstanding for earnings per share calculations.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity of a business entity during a period due to transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. Comprehensive income (loss) consists of net income and other comprehensive income (loss). For QNB, the primary component of other comprehensive income (loss) is the unrealized holding gains or losses on available-for-sale investment securities.

Advertising Costs

Advertising costs are recorded in the period they are incurred within operating expenses in non-interest expense in the Consolidated Statements of Income.

Financial Instruments with Off-Balance-Sheet Risk

QNB’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of these instruments. QNB uses the same credit policies in making commitments and contractual obligations as it does for on-balance-sheet instruments. QNB reflects its estimate of credit risk for these instruments in “Other liabilities” on the Consolidated Balance Sheet with the corresponding expense recorded in “Provision for credit losses” in the Consolidated Statements of Income.

Subsequent Events

QNB has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2025 through the date the Consolidated Financial Statements are being issued for items that should potentially be recognized or disclosed in these Consolidated Financial Statements. QNB has not identified any subsequent event except as follows. The Company has received all required regulatory approvals to complete their previously announced merger transaction with The Victory Bancorp, Inc. The transaction, initially announced on September 23, 2025, is expected to close during the second quarter, subject to the satisfaction of customary closing conditions

Recent Accounting Pronouncements

On November 12, 2025, the Financial Accounting Standards Board (FASB) issues ASU 2025-08, amending ASC 326 to expand use of the gross-up approach in ASC 326, Credit Losses, to all purchased seasoned loans. This approach was previously only applied to purchased credit deteriorated (PCD) assets. Purchased seasoned loans are defined as loans that are not PCD assets, credit card receivables, debt securities or trade receivables that are acquired in a business combination, or obtained through a transfer that is not a business combination or initially recognized through the consolidation of a variable interest entity, if certain seasoning criteria are met. A loan is considered seasoned if it is obtained more than 90 days after its origination date and the transferee was not involved in the origination. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those years. Entities are required to apply the guidance prospectively. Early adoption is permitted.

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules requiring registrants to disclose climate-related information in registration statements and annual reports. These enhanced and standardized disclosures include material climate-related risks, board oversight and risk management activities descriptions, material impacts of these risks on a registrant’s strategy, business model and outlook, and any material climate-related targets or goals. The SEC’s climate-related disclosure rules are the subject of litigation by certain states and private parties, which has been consolidated in the federal Eighth Circuit Court of Appeals. The SEC previously stayed effectiveness of the rules pending completion of that litigation. On March 27, 2025, the SEC announced that it had

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voted to withdraw its defense of its climate-related disclosure rules. On April 4, 2025, the intervenor states filed a motion to hold the litigation in abeyance until the SEC determines whether it will amend or rescind the climate-related disclosure rules through the rulemaking process. The SEC has not at this time indicated whether it is considering amending or rescinding the proposed rules. Management intends to continue to monitor these developments and their potential impact on the Company.

In 2025, QNB adopted FASB issued Accounting Standards Update (ASU) No.

2023-09

, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The amendments in this ASU enhance annual disclosure for the rate reconciliation and income taxes paid disclosures improving the transparency of income tax disclosures and require: (1) consistent categories and greater disaggregation of information in the rate reconciliation; and (2) income taxes paid disaggregated by jurisdiction. Prior period disclosures have been i restate to conform with current period. The adoption of this ASU is for annual periods and does not have a material impact on its financial statements.

On June 26, 2024, the FASB voted to issue final rules this year that will require public companies to provide enhanced detailed information about their income statement expenses. Companies will be required to break out certain expense items, such as employee compensation and purchases of inventory, in footnotes to their income statements. The standard will apply to fiscal years that start after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption will be permitted prospectively for the disclosure requirements, with optional retrospective application, for both interim and year-end reporting periods

Note 2 – Earnings Per Share and Share Repurchase Plan

The following table sets forth the computation of basic and diluted earnings per share:

Year ended December 31,	2025		2024		2023
Numerator for basic and diluted earnings per share - net income	$	14,090	$	11,448	$	9,483
Denominator for basic earnings per share - weighted average shares <br>   outstanding		3,715,806		3,672,251		3,610,713
Effect of dilutive securities - employee stock options		13,440		1,446		—
Denominator for diluted earnings per share - adjusted weighted<br>   average shares outstanding		3,729,246		3,673,697		3,610,713
Earnings per share - basic	$	3.79	$	3.12	$	2.63
Earnings per share - diluted	$	3.78	$	3.12	$	2.63

There were 92,075, 97,275, and 121,550 stock options that were anti-dilutive as of December 31, 2025, 2024, and 2023 respectively. These stock options were not included in the above calculation.

QNB’s current stock repurchase plan was originally approved by the Board of Directors on January 21, 2008 and authorized the repurchase of up to 50,000 shares, increased the amount on February 9, 2009 to 100,000 shares, and subsequently increased on April 27, 2021 up to 200,000 shares of its common stock in the open market or privately negotiated transactions. The repurchase authorization has no termination date. There were no shares purchased during the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025, 102,000 shares were purchased under this authorization at an average price of $24.93 and a total cost of $2,543,000 and were recorded to Treasury stock.

Note 3 – Cash and Cash Equivalents

Included in cash and cash equivalents are deposits with the Federal Reserve Bank of Philadelphia. As of December 31, 2025 and 2024, QNB was not required to maintain reserves with the Federal Reserve Bank of Philadelphia. At December 31, 2025 and 2024, there was $1,800,000 and $0, respectively, held as collateral against the fair value hedge held a correspondent bank.

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Note 4 - Investment Securities

Available-For-Sale Debt Securities

The amortized cost and fair values of investment debt securities available-for-sale at December 31, 2025 and 2024 were as follows:

			Gross		Gross			Gross
			unrealized		unrealized			unrealized
	Fair		holding		holding			fair value			Amortized
December 31, 2025	value		gains		losses			hedge gains			cost
U.S. Treasuries	$	21,583	$	6	$	—		$	—		$	21,577
U.S. Government agency		70,850		—		(5,118	)		—			75,968
State and municipal		88,787		—		(15,326	)		(583	)		104,696
U.S. Government agencies and sponsored<br>   enterprises (GSEs):
Mortgage-backed		182,208		—		(25,767	)		(1,109	)		209,084
Collateralized mortgage obligations (CMOs)		149,203		19		(11,170	)		—			160,354
Corporate debt and money market funds		30,199		314		(483	)		—			30,368
Total investment securities available-for-sale	$	542,830	$	339	$	(57,864	)	$	(1,692	)	$	602,047
			Gross		Gross			Gross
---	---	---	---	---	---	---	---	---	---	---	---
			unrealized		unrealized			unrealized
	Fair		holding		holding			fair value		Amortized
December 31, 2024	value		gains		losses			hedge losses		cost
U.S. Treasuries	$	18,010	$	6	$	—		$	—	$	18,004
U.S. Government agency		66,908		—		(9,051	)		—		75,959
State and municipal		86,352		—		(20,631	)		1,566		105,417
U.S. Government agencies and sponsored<br>   enterprises (GSEs):
Mortgage-backed		198,510		—		(38,902	)		3,264		234,148
Collateralized mortgage obligations (CMOs)		161,646		31		(15,821	)		—		177,436
Corporate debt		15,133		10		(304	)		—		15,427
Total investment securities available-for-sale	$	546,559	$	47	$	(84,709	)	$	4,830	$	626,391

The amortized cost and fair value of debt securities available-for-sale by contractual maturity at December 31, 2025 are shown in the following table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities are assigned to categories based on contractual maturity except for state and municipal securities which are based on pre-refunded date, if applicable; and, mortgage-backed securities and CMOs which are dependent upon the interest rate environment and prepayments of the underlying loans.

			Amortized
December 31, 2025	Fair value		cost
Due in one year or less	$	23,937	$	23,934
Due after one year through five years		71,832		76,441
Due after five years through ten years		61,244		66,134
Due after ten years		54,406		66,100
		211,419		232,609
Mortgage-backed securities		182,208		209,084
Collateralized mortgage obligations		149,203		160,354
Total investment securities available-for-sale	$	542,830	$	602,047

Proceeds from sales of investment debt securities available-for-sale were $0, $13,139,000 and $33,213,000 for the years ended December 31, 2025, 2024 and 2023, respectively.

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The following table presents information related to QNB’s gains and losses on the sales of debt securities, and losses recognized for credit impairments of these investments.

December 31,	2025		2024			2023
Gross realized gains	$	—	$	—		$	—
Gross realized losses		—		(1,096	)		(2,058	)
Impairment		—		—			—
Total net losses on available-for-sale securities	$	—	$	(1,096	)	$	(2,058	)

The tax benefit applicable to the net realized losses on debt securities was $0 for the year ended December 31, 2025. The tax benefit applicable to the net realized losses on debt securities was $230,000 for the year ended December 31, 2024. The tax benefit applicable to the net realized losses on debt securities was $432,000 for the year ended December 31, 2023.

There were no credit impairment charges recognized for debt securities still held by QNB for the years ended December 31, 2025, 2024 or 2023. The cumulative credit-related impairment charges for debt securities still held by QNB was $1,000.

At December 31, 2025 and 2024, investments in debt securities available-for-sale totaling $234,159,000 and $241,586,000, respectively, were pledged as collateral for repurchase agreements and deposits of public funds.

Debt securities that have been in a continuous unrealized loss position are as follows:

December 31, 2025
			Less than 12 months					12 months or longer					Total
	No. of		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	securities		value		losses			value		losses			value		losses
U.S. Treasuries		—	$	—	$	—		$	—	$	—		$	—	$	—
U.S. Government agency		35		—		—			70,850		(5,118	)		70,850		(5,118	)
State and municipal		187		—		—			89,085		(15,326	)		89,085		(15,326	)
U.S. Government agencies<br>   and sponsored enterprises<br>   (GSEs):
Mortgage-backed		151		—		—			183,138		(25,767	)		183,138		(25,767	)
Collateralized mortgage<br>   obligations (CMOs)		149		22,618		(91	)		111,962		(11,079	)		134,580		(11,170	)
Corporate debt and money markets		6		9,232		(404	)		1,421		(79	)		10,653		(483	)
Total		528	$	31,850	$	(495	)	$	456,456	$	(57,369	)	$	488,306	$	(57,864	)

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December 31, 2024
			Less than 12 months					12 months or longer					Total
	No. of		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	securities		value		losses			value		losses			value		losses
U.S. Treasuries		—	$	—	$	—		$	—	$	—		$	—	$	—
U.S. Government agency		35		—		—			75,959		(9,051	)		75,959		(9,051	)
State and municipal		188		288		(2	)		84,471		(20,629	)		84,759		(20,631	)
U.S. Government agencies<br>   and sponsored enterprises<br>   (GSEs):
Mortgage-backed		153		1		—			234,073		(38,902	)		234,074		(38,902	)
Collateralized mortgage<br>   obligations (CMOs)		154		83,026		(262	)		78,569		(15,559	)		161,595		(15,821	)
Corporate debt and money markets		7	$	10,672	$	(28	)	$	4,275	$	(276	)	$	14,947	$	(304	)
Total		537	$	93,987	$	(292	)	$	477,347	$	(84,417	)	$	571,334	$	(84,709	)

Management evaluates debt securities, which are comprised of U.S. Government Agencies, state and municipalities, mortgage-backed securities, CMOs and other issuers, for impairment and considers the current economic conditions, the length of time and the extent to which the fair value has been less than cost, interest rates and the bond rating of each security. The unrealized losses at December 31, 2025 in U.S. Government securities, state and municipal securities, mortgage-backed securities, CMOs and corporate debt securities are primarily the results of interest rate fluctuations. If held to maturity, these bonds will mature at par, and QNB will not realize a loss. QNB has the intent to hold the securities and does not believe it will be required to sell the securities before recovery occurs.

Marketable Equity Securities

QNB’s equity securities consist of investments with readily determinable fair values in large cap stock companies. At December 31, 2025 and 2024, QNB had $0 and $0, respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during 2025, 2024 and 2023:

December 31,	2025		2024			2023
Net gain (loss) recognized during the period on equity securities	$	—	$	1,800		$	231
Less: Net gain (loss) recognized during the period on equity securities sold during the period		—		2,015			(19	)
Net unrealized (loss) gain recognized during the reporting period on equity securities still held at the reporting date	$	—	$	(215	)	$	250

Tax expense applicable to the net realized gains for the year ended December 31, 2025 was $0. Tax expense applicable to the net realized gains for the year ended December 31, 2024 was $499,000. Tax benefit applicable to the net realized losses for the year ended December 31, 2023 was $67,000. Proceeds from sale of investment equity securities were $0, $8,880,000 and $8,556,000 for the years ended December 31, 2025, 2024 and 2023, respectively.

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Note 5 - Loans Receivable and the Allowance for Credit Losses on Loans

Major classes of loans are as follows:

December 31,	2025			2024
Commercial:
Commercial and industrial	$	139,452		$	153,187
Construction and land development		93,862			129,464
Real estate secured by multi-family properties		153,319			137,461
Real estate secured by owner-occupied properties		161,130			163,955
Real estate secured by other commercial properties		364,486			313,390
Revolving real estate secured by 1-4 family properties-business		8,065			5,652
Real estate secured by 1st lien on 1-4 family properties-business		115,114			105,779
Real estate secured by junior lien on 1-4 family properties-business		5,248			3,238
State and political subdivisions		20,646			17,683
Retail:
1-4 family residential mortgages		119,759			114,423
Construction-individual		2,307			—
Revolving home equity secured by 1-4 family properties-personal		56,073			48,231
Real estate secured by 1st lien on 1-4 family properties-personal		7,178			6,561
Real estate secured by junior lien on 1-4 family properties-personal		12,937			14,092
Student loans		1,228			1,444
Overdrafts		252			209
Other consumer		1,455			1,782
Total loans		1,262,511			1,216,551
Net unearned (fees) and deferred costs		(437	)		(503	)
Allowance for credit losses on loans		(9,215	)		(8,744	)
Loans receivable, net	$	1,252,859		$	1,207,304

Loans secured by commercial real estate include all loans collateralized at least in part by commercial real estate. These loans may not be for the express purpose of conducting commercial real estate transactions.

QNB generally lends in Bucks, Lehigh, and Montgomery counties in southeastern Pennsylvania. To a large extent, QNB makes loans collateralized at least in part by real estate. Its lending activities could be affected by changes in the general economy, the regional economy, or real estate values. Other than disclosed in the table above, at December 31, 2025, there was a concentration of loans to lessors of residential buildings and dwellings of 22.6% of total loans and to lessors of nonresidential buildings of 23.5% of total loans, compared with 21.9% and 23.3% of total loans, respectively, at December 31, 2024. These concentrations were primarily within the commercial real estate categories.

QNB engages in a variety of lending activities, including commercial, residential real estate and consumer transactions. QNB focuses its lending activities on individuals, professionals and small to medium sized businesses. Risks associated with lending activities include economic conditions and changes in interest rates, which can adversely impact both the ability of borrowers to repay their loans and the value of the associated collateral.

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Commercial and industrial loans, commercial real estate loans, construction loans and residential real estate loans with a business purpose are generally perceived as having more risk of default than residential real estate loans with a personal purpose and retail loans. These types of loans involve larger loan balances to a single borrower or groups of related borrowers and are more susceptible to a risk of loss during a downturn in the business cycle. These loans may involve greater risk because the availability of funds to repay these loans depends on the successful operation of the borrower’s business. The assets financed are used within the business for its ongoing operation. Repayment of these types of loans generally comes from the cash flow of the business or the ongoing conversions of assets, such as accounts receivable and inventory, to cash. Typical collateral for commercial and industrial loans includes the borrower’s accounts receivable, inventory and machinery and equipment. Commercial real estate and residential real estate loans secured for a business purpose are originated primarily within the southeastern Pennsylvania market area at conservative loan-to-value ratios and often backed by the individual guarantees of the borrowers or owners. Repayment of this kind of loan is dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers’ ability to repay their loans depends on successful development of their properties, as well as the factors affecting residential real estate borrowers.

Loans to state and political subdivisions are tax-exempt or taxable loans to municipalities, school districts and housing and industrial development authorities. These loans can be general obligations of the municipality or school district repaid through their taxing authority, revenue obligations repaid through the income generated by the operations of the authority, such as a water or sewer authority, or loans issued to a housing and industrial development agency, for which a private corporation is responsible for payments on the loans.

QNB originates fixed-rate and adjustable-rate real estate-residential mortgage loans for personal purposes that are secured by first liens on the underlying 1-4 family residential properties. Credit risk exposure in this area of lending is minimized by the evaluation of the credit worthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio criterion are generally insured by private mortgage insurance.

The real estate-home equity portfolio consists of fixed-rate home equity loans and variable-rate home equity lines of credit. Risks associated with loans secured by residential properties are generally lower than commercial loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is the greatest risk to repayment.

QNB offers a variety of loans to individuals for personal and household purposes. Consumer loans are generally considered to have greater risk than first or second mortgages on real estate because they may be unsecured, or, if they are secured, the value of the collateral may be difficult to assess and is more likely to decrease in value than real estate. Credit risk in this portfolio is controlled by conservative underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values.

QNB employs a ten-grade risk rating system related to the credit quality of commercial loans and loans to state and political subdivisions of which the first six categories are pass categories (credits not adversely rated). The following is a description of the internal risk ratings and the likelihood of loss related to each risk rating.

1 - Excellent - no apparent risk

2 - Good - minimal risk

3 - Acceptable - lower risk

4 - Acceptable - average risk

5 - Acceptable – higher risk

6 - Pass watch

7 - Special Mention - potential weaknesses

8 - Substandard - well defined weaknesses

9 - Doubtful - full collection unlikely

10 - Loss - considered uncollectible

QNB maintains a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential problem loans. Each loan officer assigns a rating to commercial loans and loans to state and political subdivisions at the time the loan is originated. Loans are generally reviewed annually based on the borrower’s fiscal year and the dollar amount of the relationship. Loans with risk ratings of seven through ten are reviewed at least quarterly, and as often as monthly, at management’s discretion. QNB

• 74 -

also utilizes an outside loan review firm to review the portfolio on a semi-annual basis to provide the Board of Directors and senior management an independent review of the Bank’s loan portfolio on an ongoing basis. These reviews are designed to recognize deteriorating credits in their earliest stages in an effort to reduce and control risk in the lending function as well as identifying potential shifts in the quality of the loan portfolio. The examinations by the outside loan review firm include the review of lending activities with respect to underwriting and processing new loans, monitoring the risk of existing loans and to provide timely follow-up and corrective action for loans showing signs of deterioration in quality. In addition, the outside firm reviews the methodology for the allowance for credit losses on loans to determine compliance to policy and regulatory guidance.

• 75 -

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the QNB’s internal risk rating system as of December 31, 2025 and 2024:

	Term Loans by Origination Year
December 31, 2025	2025		2024		2023		2022		2021		Prior		Revolving		Total
Commercial Loans
Commercial and industrial:
Risk rating
Pass	$	17,291	$	14,966	$	8,183	$	7,424	$	2,600	$	6,993	$	77,629	$	135,086
Special mention		—		—		357		—		—		—		1,702		2,059
Substandard		916		—		518		77		34		74		688		2,307
Doubtful		—		—		—		—		—		—		—		—
Total commercial and industrial	$	18,207	$	14,966	$	9,058	$	7,501	$	2,634	$	7,067	$	80,019	$	139,452
Construction and land development:
Risk rating
Pass	$	21,131	$	45,435	$	16,140	$	938	$	1,405	$	2,492	$	—	$	87,541
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		6,296		—		—		25		—		6,321
Doubtful		—		—		—		—		—		—		—		—
Total construction and land development	$	21,131	$	45,435	$	22,436	$	938	$	1,405	$	2,517	$	—	$	93,862
Real estate secured by multi-family properties:
Risk rating
Pass	$	36,520	$	11,313	$	9,415	$	26,537	$	21,516	$	39,548	$	—	$	144,849
Special mention		—		—		—		—		—		—		—		—
Substandard		—		5,729		458		—		—		2,283		—		8,470
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by multi-family properties	$	36,520	$	17,042	$	9,873	$	26,537	$	21,516	$	41,831	$	—	$	153,319
Real estate secured by owner-occupied properties:
Risk rating
Pass	$	21,614	$	13,606	$	12,974	$	23,265	$	21,711	$	49,785	$	—	$	142,955
Special mention		—		—		—		—		—		722		—		722
Substandard		10,001		—		—		1,883		—		5,569		—		17,453
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by owner-occupied properties	$	31,615	$	13,606	$	12,974	$	25,148	$	21,711	$	56,076	$	—	$	161,130
Real estate secured by other commercial properties:
Risk rating
Pass	$	63,437	$	47,036	$	41,150	$	73,158	$	39,243	$	96,950	$	—	$	360,974
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		645		—		—		2,867		—		3,512
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by other commercial properties	$	63,437	$	47,036	$	41,795	$	73,158	$	39,243	$	99,817	$	—	$	364,486
Revolving real estate secured by 1-4 family properties-business:
Risk rating
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	8,065	$	8,065
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total revolving real estate secured by 1-4 family properties-business	$	—	$	—	$	—	$	—	$	—	$	—	$	8,065	$	8,065

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	Term Loans by Origination Year
December 31, 2025	2025		2024		2023		2022		2021		Prior		Revolving		Total
Commercial Loans
Real estate secured by 1st lien on 1-4 family properties-business:
Risk rating
Pass	$	21,377	$	8,649	$	15,925	$	23,651	$	16,550	$	28,060	$	—	$	114,212
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		327		317		258		—		902
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by 1st lien on 1-4 family properties-business	$	21,377	$	8,649	$	15,925	$	23,978	$	16,867	$	28,318	$	—	$	115,114
Real estate secured by junior lien on 1-4 family properties-business:
Risk rating
Pass	$	2,362	$	207	$	507	$	432	$	153	$	1,333	$	—	$	4,994
Special mention		—		—		—		—		—		—		—		—
Substandard		—		239		—		15		—		—		—		254
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by junior lien on 1-4 family properties-business	$	2,362	$	446	$	507	$	447	$	153	$	1,333	$	—	$	5,248
State and political subdivisions:
Risk rating
Pass	$	1,959	$	3,511	$	2,257	$	—	$	3,248	$	9,671	$	—	$	20,646
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by junior lien on 1-4 family properties-business	$	1,959	$	3,511	$	2,257	$	—	$	3,248	$	9,671	$	—	$	20,646
Total Commercial Loans:
Risk rating
Pass	$	185,691	$	144,723	$	106,551	$	155,405	$	106,426	$	234,832	$	85,694	$	1,019,322
Special mention		—		—		357		—		—		722		1,702		2,781
Substandard		10,917		5,968		7,917		2,302		351		11,076		688		39,219
Doubtful		—		—		—		—		—		—		—		—
Total Commercial loans	$	196,608	$	150,691	$	114,825	$	157,707	$	106,777	$	246,630	$	88,084	$	1,061,322
Current Period Gross Charge-Offs:
Commercial and industrial	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

• 77 -

	Term Loans by Origination Year
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Commercial Loans
Commercial and industrial:
Risk rating
Pass	$	24,130	$	11,476	$	10,818	$	4,796	$	2,513	$	8,138	$	86,094	$	147,965
Special mention		—		392		—		—		—		—		2,557		2,949
Substandard		—		555		—		113		84		676		845		2,273
Doubtful		—		—		—		—		—		—		—		—
Total commercial and industrial	$	24,130	$	12,423	$	10,818	$	4,909	$	2,597	$	8,814	$	89,496	$	153,187
Construction and land development:
Risk rating
Pass	$	53,278	$	33,332	$	11,404	$	13,998	$	3,268	$	8,056	$	—	$	123,336
Special mention		—		—		—		—		—		—		—		—
Substandard		—		6,094		—		—		—		34		—		6,128
Doubtful		—		—		—		—		—		—		—		—
Total construction and land development	$	53,278	$	39,426	$	11,404	$	13,998	$	3,268	$	8,090	$	—	$	129,464
Real estate secured by multi-family properties:
Risk rating
Pass	$	26,080	$	17,395	$	27,638	$	22,402	$	9,210	$	31,488	$	—	$	134,213
Special mention		—		—		—		—		—		—		—		—
Substandard		—		471		—		—		—		2,777		—		3,248
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by multi-family properties	$	26,080	$	17,866	$	27,638	$	22,402	$	9,210	$	34,265	$	—	$	137,461
Real estate secured by owner-occupied properties:
Risk rating
Pass	$	14,110	$	14,121	$	25,747	$	23,080	$	14,890	$	53,062	$	—	$	145,010
Special mention		656		—		—		—		—		869		—		1,525
Substandard		745		7,027		1,665		—		2,131		5,852		—		17,420
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by owner-occupied properties	$	15,511	$	21,148	$	27,412	$	23,080	$	17,021	$	59,783	$	—	$	163,955
Real estate secured by other commercial properties:
Risk rating
Pass	$	42,414	$	30,132	$	67,747	$	40,771	$	13,624	$	115,015	$	—	$	309,703
Special mention		—		—		—		—		—		—		—		—
Substandard		—		663		—		—		2,298		726		—		3,687
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by other commercial properties	$	42,414	$	30,795	$	67,747	$	40,771	$	15,922	$	115,741	$	—	$	313,390
Revolving real estate secured by 1-4 family properties-business:
Risk rating
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	5,652	$	5,652
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total revolving real estate secured by 1-4 family properties-business	$	—	$	—	$	—	$	—	$	—	$	—	$	5,652	$	5,652
Real estate secured by 1st lien on 1-4 family properties-business:
Risk rating
Pass	$	9,890	$	16,641	$	26,410	$	18,786	$	8,349	$	24,375	$	—	$	104,451
Special mention		—		—		—		132		—		—		—		132
Substandard		—		—		339		205		145		507		—		1,196

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	Term Loans by Origination Year
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Commercial Loans
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by 1st lien on 1-4 family properties-business	$	9,890	$	16,641	$	26,749	$	19,123	$	8,494	$	24,882	$	—	$	105,779
Real estate secured by junior lien on 1-4 family properties-business:
Risk rating
Pass	$	213	$	533	$	574	$	176	$	538	$	855	$	—	$	2,889
Special mention		—		—		—		—		—		—		—		—
Substandard		330		—		19		—		—		—		—		349
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by junior lien on 1-4 family properties-business	$	543	$	533	$	593	$	176	$	538	$	855	$	—	$	3,238
State and political subdivisions:
Risk rating
Pass	$	1,914	$	1,141	$	—	$	3,749	$	8	$	10,871	$	—	$	17,683
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total real estate secured by junior lien on 1-4 family properties-business	$	1,914	$	1,141	$	—	$	3,749	$	8	$	10,871	$	—	$	17,683
Total Commercial Loans:
Risk rating
Pass	$	172,029	$	124,771	$	170,338	$	127,758	$	52,400	$	251,860	$	91,746	$	990,902
Special mention		656		392		—		132		—		869		2,557		4,606
Substandard		1,075		14,810		2,023		318		4,658		10,572		845		34,301
Doubtful		—		—		—		—		—		—		—		—
Total Commercial loans	$	173,760	$	139,973	$	172,361	$	128,208	$	57,058	$	263,301	$	95,148	$	1,029,809
Current Period Gross Charge-Offs:
Commercial and industrial	$	—	$	—	$	—	$	—	$	—	$	—	$	23	$	23

The following tables present the recorded investment in the retail classes of the loan portfolio based on payment activity as of December 31, 2025 and 2024:

	Term Loans by Origination Year
December 31, 2025	2025		2024		2023		2022		2021		Prior		Revolving		Total
Retail Loans
1-4 family residential mortgages:
Payment performance
Performing	$	12,930	$	11,088	$	11,643	$	13,202	$	26,786	$	43,295	$	—	$	118,944
Nonperforming		—		—		—		—		—		815		—		815
Total 1-4 family residential mortgages	$	12,930	$	11,088	$	11,643	$	13,202	$	26,786	$	44,110	$	—	$	119,759
Construction-individual:
Payment performance
Performing	$	2,307	$	—	$	—	$	—	$	—	$	—	$	—	$	2,307
Nonperforming		—		—		—		—		—		—		—		—
Total construction-individual	$	2,307	$	—	$	—	$	—	$	—	$	—	$	—	$	2,307
Revolving home equity secured by 1-4 family properties-personal:
Payment performance

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	Term Loans by Origination Year
December 31, 2025	2025		2024		2023		2022		2021		Prior		Revolving		Total
Retail Loans
Performing	$	—	$	—	$	—	$	—	$	—	$	—	$	55,768	$	55,768
Nonperforming		—		—		—		—		—		—		305		305
Total revolving home equity secured by 1-4 family properties-personal	$	—	$	—	$	—	$	—	$	—	$	—	$	56,073	$	56,073
Real estate secured by 1st lien on 1-4 family properties-personal:
Payment performance
Performing	$	2,206	$	437	$	544	$	852	$	924	$	2,102	$	—	$	7,065
Nonperforming		—		—		—		90		—		23		—		113
Total real estate secured by 1st lien on 1-4 family properties-personal	$	2,206	$	437	$	544	$	942	$	924	$	2,125	$	—	$	7,178
Real estate secured by junior lien on 1-4 family properties-personal:
Payment performance
Performing	$	2,545	$	4,366	$	2,015	$	599	$	592	$	2,805	$	—	$	12,922
Nonperforming		—		—		—		15		—		—		—		15
Total real estate secured by junior lien on 1-4 family properties-personal	$	2,545	$	4,366	$	2,015	$	614	$	592	$	2,805	$	—	$	12,937
Student loans:
Payment performance
Performing	$	—	$	—	$	—	$	—	$	—	$	1,228	$	—	$	1,228
Nonperforming		—		—		—		—		—		—		—		—
Total student loans	$	—	$	—	$	—	$	—	$	—	$	1,228	$	—	$	1,228
Overdrafts:
Payment performance
Performing	$	—	$	—	$	—	$	—	$	—	$	—	$	252	$	252
Nonperforming		—		—		—		—		—		—		—		—
Total overdrafts	$	—	$	—	$	—	$	—	$	—	$	—	$	252	$	252
Other consumer:
Payment performance
Performing	$	369	$	528	$	269	$	41	$	29	$	18	$	181	$	1,435
Nonperforming		—		—		—		—		—		20		—		20
Total other consumer	$	369	$	528	$	269	$	41	$	29	$	38	$	181	$	1,455
Total Retail Loans:
Payment performance
Performing	$	20,357	$	16,419	$	14,471	$	14,694	$	28,331	$	49,448	$	56,201	$	199,921
Nonperforming		—		—		—		105		—		858		305		1,268
Total Retail Loans	$	20,357	$	16,419	$	14,471	$	14,799	$	28,331	$	50,306	$	56,506	$	201,189
Current Period Gross Charge-Offs:
Student loans	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Overdrafts		—		—		—		—		—		—		92		92
Other consumer		—		—		7		—		3		—		8		18

• 80 -

	Term Loans by Origination Year
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Retail Loans
1-4 family residential mortgages:
Payment performance
Performing	$	12,129	$	12,404	$	13,901	$	28,707	$	18,871	$	27,643	$	—	$	113,655
Nonperforming		—		—		—		—		—		768		—		768
Total 1-4 family residential mortgages	$	12,129	$	12,404	$	13,901	$	28,707	$	18,871	$	28,411	$	—	$	114,423
Revolving home equity secured by 1-4 family properties-personal:
Payment performance
Performing	$	—	$	—	$	—	$	—	$	—	$	—	$	47,918	$	47,918
Nonperforming		—		—		—		—		—		—		313		313
Total revolving home equity secured by 1-4 family properties-personal	$	—	$	—	$	—	$	—	$	—	$	—	$	48,231	$	48,231
Real estate secured by 1st lien on 1-4 family properties-personal:
Payment performance
Performing	$	599	$	721	$	968	$	1,027	$	813	$	2,315	$	—	$	6,443
Nonperforming		—		—		90		—		—		28		—		118
Total real estate secured by 1st lien on 1-4 family properties-personal	$	599	$	721	$	1,058	$	1,027	$	813	$	2,343	$	—	$	6,561
Real estate secured by junior lien on 1-4 family properties-personal:
Payment performance
Performing	$	5,241	$	3,317	$	833	$	958	$	922	$	2,804	$	—	$	14,075
Nonperforming		—		—		17		—		—		—		—		17
Total real estate secured by junior lien on 1-4 family properties-personal	$	5,241	$	3,317	$	850	$	958	$	922	$	2,804	$	—	$	14,092
Student loans:
Payment performance
Performing	$	—	$	—	$	—	$	—	$	—	$	1,433	$	—	$	1,433
Nonperforming		—		—		—		—		—		11		—		11
Total student loans	$	—	$	—	$	—	$	—	$	—	$	1,444	$	—	$	1,444
Overdrafts:
Payment performance
Performing	$	—	$	—	$	—	$	—	$	—	$	—	$	209	$	209
Nonperforming		—		—		—		—		—		—		—		—
Total overdrafts	$	—	$	—	$	—	$	—	$	—	$	—	$	209	$	209
Other consumer:
Payment performance
Performing	$	785	$	487	$	127	$	104	$	16	$	32	$	202	$	1,753
Nonperforming		—		—		—		—		—		29		—		29
Total other consumer	$	785	$	487	$	127	$	104	$	16	$	61	$	202	$	1,782
Total Retail Loans:
Payment performance
Performing	$	18,754	$	16,929	$	15,829	$	30,796	$	20,622	$	34,227	$	48,329	$	185,486

• 81 -

	Term Loans by Origination Year
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving		Total
Retail Loans
Nonperforming		—		—		107		—		—		836		313		1,256
Total Retail Loans	$	18,754	$	16,929	$	15,936	$	30,796	$	20,622	$	35,063	$	48,642	$	186,742
Current Period Gross Charge-Offs:
Student loans	$	—	$	—	$	—	$	—	$	—	$	52	$	—	$	52
Overdrafts		—		—		—		—		—		—		101		101
Other consumer		—		4		8		4		—		—		7		23

Retail revolving lines of credit that were termed out during 2025 and 2024 were $3,357,000 and $2,198,000, respectively; all which are performing.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio (excluding deferred fees and costs) summarized by the past due status, regardless of whether the loan is on non-accrual status, as of December 31, 2025 and 2024:

December 31, 2025	30-59 days<br>past due		60-89 days<br>past due		90 days or<br>more past<br>due		Total past<br>due loans		Current		Total loans<br>receivable
Commercial:
Commercial and industrial	$	—	$	—	$	—	$	—	$	139,452	$	139,452
Construction and land development		—		—		—		—		93,862		93,862
Real estate secured by multi-family properties		—		—		—		—		153,319		153,319
Real estate secured by owner-occupied properties		—		—		—		—		161,130		161,130
Real estate secured by other commercial properties		—		—		—		—		364,486		364,486
Revolving real estate secured by 1-4 family properties-business		—		—		—		—		8,065		8,065
Real estate secured by 1st lien on 1-4 family properties-business		—		—		129		129		114,985		115,114
Real estate secured by junior lien on 1-4 family properties-business		—		239		—		239		5,009		5,248
State and political subdivisions		—		—		—		—		20,646		20,646
Retail:
1-4 family residential mortgages		582		296		127		1,005		118,754		119,759
Construction-individual		—		—		—		—		2,307		2,307
Revolving home equity secured by 1-4 family properties-personal		—		—		134		134		55,939		56,073
Real estate secured by 1st lien on 1-4 family properties-personal		26		—		90		116		7,062		7,178
Real estate secured by junior lien on 1-4 family properties-personal		101		—		—		101		12,836		12,937
Student loans		—		12		—		12		1,216		1,228
Overdrafts		18		—		—		18		234		252
Other consumer		—		9		—		9		1,446		1,455
Total	$	727	$	556	$	480	$	1,763	$	1,260,748	$	1,262,511

• 82 -

December 31, 2024	30-59 days<br>past due		60-89 days<br>past due		90 days or<br>more past<br>due		Total past<br>due loans		Current		Total loans<br>receivable
Commercial:
Commercial and industrial	$	—	$	—	$	—	$	—	$	153,187	$	153,187
Construction and land development		—		—		—		—		129,464		129,464
Real estate secured by multi-family properties		—		—		—		—		137,461		137,461
Real estate secured by owner-occupied properties		150		169		—		319		163,636		163,955
Real estate secured by other commercial properties		—		—		—		—		313,390		313,390
Revolving real estate secured by 1-4 family properties-business		—		—		—		—		5,652		5,652
Real estate secured by 1st lien on 1-4 family properties-business		—		—		—		—		105,779		105,779
Real estate secured by junior lien on 1-4 family properties-business		—		—		—		—		3,238		3,238
State and political subdivisions		—		—		—		—		17,683		17,683
Retail:
1-4 family residential mortgages		114		440		571		1,125		113,298		114,423
Revolving home equity secured by 1-4 family properties-personal		235		42		119		396		47,835		48,231
Real estate secured by 1st lien on 1-4 family properties-personal		126		—		91		217		6,344		6,561
Real estate secured by junior lien on 1-4 family properties-personal		95		—		17		112		13,980		14,092
Student loans		—		—		—		—		1,444		1,444
Overdrafts		13		—		—		13		196		209
Other consumer		5		—		—		5		1,777		1,782
Total	$	738	$	651	$	798	$	2,187	$	1,214,364	$	1,216,551

As previously discussed, QNB maintains a loan review system, which includes a continuous review of the loan portfolio by internal and external parties to aid in the early identification of potential collateral dependent loans. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as collateral dependent. When placing a loan on non-accrual status, management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. All non-accrual loans, except student loans, are individually evaluated for an allowance for credit losses ("ACL"). This ACL is measured using either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

An allowance for credit loss is established for a non-accrual loan if its carrying value exceeds its estimated fair value.

For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

• 83 -

For commercial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable agings or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

The following tables disclose the recorded investment in loans receivable that are either on non-accrual status or past due 90 days or more and still accruing interest as of December 31, 2025 and 2024:

December 31, 2025	90 Days or More Past Due-Still Accruing		Nonaccrual With No Specifically-Related ACL		Nonaccrual With Related ACL		Total Nonaccrual Loans
Commercial:
Commercial and industrial	$	—	$	—	$	539	$	539
Construction and land development		—		—		6,296		6,296
Real estate secured by multi-family properties		—		—		—		—
Real estate secured by owner-occupied properties		—		134		—		134
Real estate secured by other commercial properties		—		—		—		—
Revolving real estate secured by 1-4 family properties-business		—		—		—		—
Real estate secured by 1st lien on 1-4 family properties-business		—		317		—		317
Real estate secured by junior lien on 1-4 family properties-business		—		—		239		239
State and political subdivisions		—		—		—		—
Retail:
1-4 family residential mortgages		—		815		—		815
Construction-individual		—		—		—		—
Revolving home equity secured by 1-4 family properties-personal		—		290		15		305
Real estate secured by 1st lien on 1-4 family properties-personal		—		113		—		113
Real estate secured by junior lien on 1-4 family properties-personal		—		15		—		15
Student loans		—		—		—		—
Other consumer		—		20		—		20
Total	$	—	$	1,704	$	7,089	$	8,793

• 84 -

December 31, 2024	90 Days or More Past Due-Still Accruing		Nonaccrual With No Specifically-Related ACL		Nonaccrual With Related ACL		Total Nonaccrual Loans
Commercial:
Commercial and industrial	$	—	$	—	$	27	$	27
Construction and land development		—		—		—		—
Real estate secured by multi-family properties		—		—		—		—
Real estate secured by owner-occupied properties		—		157		—		157
Real estate secured by other commercial properties		—		—		—		—
Revolving real estate secured by 1-4 family properties-business		—		—		—		—
Real estate secured by 1st lien on 1-4 family properties-business		—		205		—		205
Real estate secured by junior lien on 1-4 family properties-business		—		—		330		330
State and political subdivisions		—		—		—		—
Retail:
1-4 family residential mortgages		—		768		—		768
Revolving home equity secured by 1-4 family properties-personal		—		313		—		313
Real estate secured by 1st lien on 1-4 family properties-personal		—		118		—		118
Real estate secured by junior lien on 1-4 family properties-personal		—		17		—		17
Student loans		—		11		—		11
Other consumer		—		29		—		29
Total	$	—	$	1,618	$	357	$	1,975

QNB recognized interest income of $10,000 and $126,000 on non-accrual loans for the years ended December 31, 2025 and 2024, respectively.

• 85 -

The following table presents the collateral-dependent loans by loan category at December 31, 2025 and 2024:

December 31, 2025	Real Estate Secured		Other (1)		Deficiency in Collateral		Total Collateral Dependent Nonaccrual Loans
Commercial:
Commercial and industrial	$	405	$	—	$	134	$	539
Construction and land development		4,925		—		1,371		6,296
Real estate secured by multi-family properties		—		—		—		—
Real estate secured by owner-occupied properties		134		—		—		134
Real estate secured by other commercial properties		—		—		—		—
Revolving real estate secured by 1-4 family properties-business		—		—		—		—
Real estate secured by 1st lien on 1-4 family properties-business		317		—		—		317
Real estate secured by junior lien on 1-4 family properties-business		110		—		129		239
State and political subdivisions		—		—		—		—
Retail:
1-4 family residential mortgages		815		—		—		815
Construction-individual		—		—		—
Revolving home equity secured by 1-4 family properties-personal		290		—		15		305
Real estate secured by 1st lien on 1-4 family properties-personal		113		—		—		113
Real estate secured by junior lien on 1-4 family properties-personal		15		—		—		15
Other consumer		—		20		—		20
Total	$	7,124	$	20	$	1,649	$	8,793

(1) Secured by business assets, personal property and equipment or guarantees

• 86 -

December 31, 2024	Real Estate Secured		Other (1)		Deficiency in Collateral		Total Collateral Dependent Nonaccrual Loans
Commercial:
Commercial and industrial	$	—	$	—	$	27	$	27
Construction and land development		—		—		—		—
Real estate secured by multi-family properties		—		—		—		—
Real estate secured by owner-occupied properties		157		—		—		157
Real estate secured by other commercial properties		—		—		—		—
Revolving real estate secured by 1-4 family properties-business		205		—		—		205
Real estate secured by 1st lien on 1-4 family properties-business		—						—
Real estate secured by junior lien on 1-4 family properties-business		—		—		330		330
State and political subdivisions		—		—		—		—
Retail:
1-4 family residential mortgages		768		—		—		768
Revolving home equity secured by 1-4 family properties-personal		313		—		—		313
Real estate secured by 1st lien on 1-4 family properties-personal		118		—		—		118
Real estate secured by junior lien on 1-4 family properties-personal		17		—		—		17
Other consumer		—		29		—		29
Total	$	1,578	$	29	$	357	$	1,964

(1) Secured by business assets, personal property and equipment or guarantees

• 87 -

Activity in the allowance for credit losses on loans for the years ended December 31, 2025, 2024 and 2023 are as follows:

Year ended December 31, 2025	Beginning balance		Credit loss expense (reversal)			Charge-offs			Recoveries		Balance, end<br>of period
Commercial:
Commercial and industrial	$	829	$	(227	)	$	—		$	29	$	631
Construction and land development		1,336		(543	)		—			—		793
Real estate secured by multi-family properties		2,012		332			—			—		2,344
Real estate secured by owner-occupied properties		853		(137	)		—			—		716
Real estate secured by other commercial properties		1,142		1,241			—			31		2,414
Revolving real estate secured by 1-4 family properties-business		24		5			—			—		29
Real estate secured by 1st lien on 1-4 family properties-business		1,238		117			—			10		1,365
Real estate secured by junior lien on 1-4 family properties-business		339		(328	)		—			—		11
State and political subdivisions		34		(9	)		—			—		25
Retail:
1-4 family residential mortgages		323		(75	)		—			—		248
Construction-individual		—		3			—			—		3
Revolving home equity secured by 1-4 family properties-personal		143		(5	)		—			—		138
Real estate secured by 1st lien on 1-4 family properties-personal		31		(3	)		—			—		28
Real estate secured by junior lien on 1-4 family properties-personal		77		(25	)		—			6		58
Student loans		310		(106	)		—			22		226
Overdrafts		18		77			(92	)		18		21
Other consumer		35		143			(18	)		5		165
Total	$	8,744	$	460		$	(110	)	$	121	$	9,215

• 88 -

Year ended December 31, 2024	Beginning balance		Credit loss expense (reversal)			Charge-offs			Recoveries		Balance, end<br>of period
Commercial:
Commercial and industrial	$	823	$	(23	)	$	(23	)	$	52	$	829
Construction and land development		1,252		84			—			—		1,336
Real estate secured by multi-family properties		1,735		277			—			—		2,012
Real estate secured by owner-occupied properties		1,001		(148	)		—			—		853
Real estate secured by other commercial properties		1,167		(25	)		—			—		1,142
Revolving real estate secured by 1-4 family properties-business		27		(3	)		—			—		24
Real estate secured by 1st lien on 1-4 family properties-business		1,507		(279	)		—			10		1,238
Real estate secured by junior lien on 1-4 family properties-business		14		325			—			—		339
State and political subdivisions		55		(21	)		—			—		34
Retail:
1-4 family residential mortgages		427		(108	)		—			4		323
Revolving home equity secured by 1-4 family properties-personal		138		5			—			—		143
Real estate secured by 1st lien on 1-4 family properties-personal		182		(151	)		—			—		31
Real estate secured by junior lien on 1-4 family properties-personal		105		(28	)		—			—		77
Student loans		369		(37	)		(52	)		30		310
Overdrafts		16		69			(101	)		34		18
Other consumer		34		14			(23	)		10		35
Total	$	8,852	$	(49	)	$	(199	)	$	140	$	8,744

• 89 -

Year ended December 31, 2023	Beginning balance prior to adoption of ASC 326		Impact of adopting ASC 326			Credit loss expense (reversal)			Charge-offs			Recoveries		Balance, end<br>of period
Commercial:
Commercial and industrial	$	1,316	$	(70	)	$	(771	)	$	(313	)	$	661	$	823
Construction and land development		755		(10	)		507			—			—		1,252
Real estate secured by multi-family properties		995		684			56			—			—		1,735
Real estate secured by owner-occupied properties		1,549		(374	)		(174	)		—			—		1,001
Real estate secured by other commercial properties		2,458		(1,128	)		(163	)		—			—		1,167
Revolving real estate secured by 1-4 family properties-business		25		7			(5	)		—			—		27
Real estate secured by 1st lien on 1-4 family properties-business		1,210		490			(203	)		—			10		1,507
Real estate secured by junior lien on 1-4 family properties-business		30		(14	)		(2	)		—			—		14
State and political subdivisions		94		(20	)		(19	)		—			—		55
Retail:
1-4 family residential mortgages		682		(196	)		(59	)		—			—		427
Construction-individual		1		-			(1	)		—			—		—
Revolving home equity secured by 1-4 family properties-personal		299		(7	)		(154	)		—			—		138
Real estate secured by 1st lien on 1-4 family properties-personal		57		15			110			—			—		182
Real estate secured by junior lien on 1-4 family properties-personal		55		29			15			—			6		105
Student loans		454		12			(48	)		(57	)		8		369
Overdrafts		8		3			70			(91	)		26		16
Other consumer		41		(8	)		13			(14	)		2		34
Unallocated		502		(502	)		—		N/A			N/A			—
Total	$	10,531	$	(1,089	)	$	(828	)	$	(475	)	$	713	$	8,852

Since the implementation of ASU 326 on January 1, 2023, the Company may make loan modifications to borrowers experiencing financial difficulty ("FDM"). A FDM could involve principal forgiveness, term extension, an other-than-insignificant payment delay, interest rate reduction or exchanging or paying off existing debt for new debt with the Company. The effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Any amount forgiven would be charged to the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, modifications could include multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan class, type of concession granted and the financial effect of the modification:

• 90 -

	December 31, 2025
	Amortized Cost Basis		% of Total Loan Class			Financial Effect
Commercial:
Payment Modification to Interest Only for Six Months:
Real estate secured by owner-occupied properties
Payment Modification to Interest Only for 12 Months:
C&I Other	$	518		0.37	%	Temporary reduction of principal payments with no extension of term
Construction Other and Land Development		6,296		6.71	%	Temporary reduction of principal payments with no extension of term
Total	$	6,814
	December 31, 2024
---	---	---	---	---	---	---
	Amortized Cost Basis		% of Total Loan Class			Financial Effect
Commercial:
Payment Modification to Interest Only for Six Months:
Real estate secured by owner-occupied properties	$	1,000		0.61	%	Temporary reduction of principal payments with no extension of term
Payment Modification to Interest Only for 12 Months:
C&I Other	$	—
Construction Other and Land Development		—
Total	$	1,000

There were no payment defaults during the 2025 and 2024 period on FDMs.

There was 7 mortgage loan(s) secured by residential real estate with a recorded investment of $862,000 for which foreclosure proceedings were in process at December 31, 2025. There was 3 mortgage loan(s) secured by residential real estate with a recorded investment of $457,000 for which foreclosure proceedings were in process at December 31, 2024.

Note 6 - Premises and Equipment

Premises and equipment, stated at cost less accumulated depreciation and amortization, are summarized below:

December 31,	2025			2024
Land and buildings	$	18,826		$	18,333
Furniture and equipment		15,686			15,429
Leasehold improvements		3,640			3,637
Right-of-use asset		2,088			2,618
Book value		40,240			40,017
Accumulated depreciation and amortization		(23,354	)		(22,762	)
Net book value	$	16,886		$	17,255

Depreciation and amortization expense on premises and equipment, which excludes operating lease costs in the table below, amounted to $974,000, $1,095,000, and $1,714,000 for the years ended December 31, 2025, 2024 and 2023, respectively. QNB did not renew any operating leases during 2025.

• 91 -

The following table summarized the quantitative attributes of QNB’s operating leases:

Year ended December 31,	2025			2024
Lease cost
Operating lease cost	$	630		$	631
Total lease cost		630			631
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Cashflows from operating leases	$	641		$	633
Right-of-use assets obtained in exchange for new operating lease liabilities	$	—		$	457
Weighted average remaining lease terms:
Operating leases	12.5 years			12.1 years
Weighted average discount rates:
Operating leases		3.09	%		3.09	%

Note 7 - Intangible Assets and Loan Servicing

Loans serviced for others are not included in the accompanying Consolidated Balance Sheets. The unpaid principal balances of mortgage loans serviced for others were $58,957,000 and $63,411,000 at December 31, 2025 and 2024, respectively.

The following table reflects the activity of mortgage servicing rights for the periods indicated:

Year ended December 31,	2025			2024			2023
Balance at beginning of year	$	378		$	415		$	469
Mortgage servicing rights capitalized		17			13			7
Mortgage servicing rights amortized		(50	)		(50	)		(61	)
Fair market value adjustments		1			—			—
Balance at end of year	$	346		$	378		$	415

The balance of these mortgage servicing rights is included in "Other assets" at December 31, 2025 and 2024 and the fair value of these rights was $530,000 and $556,000, respectively. The fair value of servicing rights was determined using discount rates ranging from 12.0% to 12.5% for both 2025 and 2024; and prepayment speeds ranging from 92% to 199% for 2025 compared to 90% to 185% for 2024.

The annual estimated amortization expense of intangible assets for each of the five succeeding fiscal years is as follows:

2026	$	52
2027		46
2028		40
2029		35
2030		30

Note 8 - Time Deposits

The aggregate amount of time deposits was $375,797,000 and $381,458,000 at December 31, 2025 and 2024, respectively. Time deposits that meet or exceed the FDIC insurance limit of $250,000 at December 31, 2025 and 2024 were $59,037,000 and $46,681,000, respectively.

• 92 -

At December 31, 2025, the scheduled maturities of time deposits were as follows:

2026	$	360,511
2027		10,564
2028		2,467
2029		1,103
2030		1,152
Thereafter		—
Total time deposits	$	375,797

Note 9 - Short-Term Borrowings

December 31,	Securities sold <br>under agreements <br>to repurchase (a)			Other short - term<br> borrowings (b)
2025
Balance	$	14,601		$	66,000
Maximum indebtedness at any month end		21,505			66,000
Daily average indebtedness outstanding		19,328			37,254
Average rate paid for the year		2.46	%		4.37	%
Average rate on period-end borrowings		2.37			4.03
2024
Balance	$	18,636		$	35,208
Maximum indebtedness at any month end		55,088			136,799
Daily average indebtedness outstanding		38,455			10,071
Average rate paid for the year		1.83	%		4.41	%
Average rate on period-end borrowings		2.46			4.81

• Securities sold under agreements to repurchase mature overnight. The repurchase agreements were collateralized by U.S. Government mortgage-backed securities and CMOs with an amortized cost of $29,224,000 and $30,729,000 and a fair value of $26,122,000 and $26,501,000 and at December 31, 2025 and 2024 respectively. These securities are held in safekeeping at the Federal Reserve Bank of Boston.
• Other short-term borrowings include Federal funds purchased, overnight and short term borrowings from the FHLB, and short-term FRB borrowings.

The Bank has four unsecured Federal funds lines granted by correspondent banks totaling $86,000,000. Federal funds purchased under these lines were $0 at both December 31, 2025 and 2024.

Note 10 - Long-Term Debt

FHLB advances are collateralized by certain mortgage loans and also require the purchase of FHLB capital stock, which is included within "Restricted investment in stocks" on the Consolidated Balance Sheets. QNB’s FHLB stock was $3,586,900 and $3,510,000 at December 31, 2025 and 2024, respectively.

QNB has a maximum borrowing capacity with the FHLB of approximately $484,377,000. At December 31, 2025 QNB had no long-term advances outstanding with the FHLB, $66,000,000 in short term borrowings as reported in Note 9 and no letters of credit issued. At December 31, 2024 QNB had $30,000,000 in long-term advances outstanding with the FHLB at fixed rates, $35,208,000 in short term borrowings as reported in Note 9 and a letter of credit issued of $283,000.

There were no long-term advances at the FHLB at December 31, 2025.

Note 11 - Subordinated Debt

On August 30, 2024, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and accredited investors (collectively, the "Subordinated Note Purchasers") pursuant to which the Company issued and sold $40.0 million

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in aggregate principal amount of its 8.875% Fixed-to-Floating Rate Subordinated Notes due 2034 (the "Subordinated Notes"). The Subordinated Notes were offered and sold by the Company to the Subordinated Note Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering for general corporate purposes and potential future strategic opportunities.

The Subordinated Notes mature on September 1, 2034 and bear interest at a fixed annual rate of 8.875%, payable semi-annually in arrears, to but excluding September 1, 2029. From and including September 1, 2029 to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum initially equal to the then-current three-month Secured Overnight Financing Rate published by the Federal Reserve Bank of New York plus 545 basis points, payable quarterly in arrears. The Company is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after September 1, 2029, and to redeem the Subordinated Notes at any time in whole upon certain other events. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.

The Subordinated Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or

assets of the Company or any of its subsidiaries. The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Subordinated Notes rank junior in right to payment to the Company's current and future senior indebtedness. The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

The carrying cost of the Subordinated Notes on the consolidated balance sheets represents the outstanding balance of the notes net of unamortized origination costs of $732,000 which amortize to interest expense through September 1, 2029.

• 94 -

Note 12 - Income Taxes

The components of the provision for income taxes are as follows:

Year ended December 31,	2025			2024			2023
Current Federal income taxes	$	3,820		$	2,739		$	2,109
Current state income taxes		127			80			83
Deferred Federal income taxes (benefits)		(13	)		93			71
Deferred state income taxes (benefits)		(364	)		(169	)		(15	)
Valuation adjustment		270			168			(4	)
Net provision	$	3,840		$	2,911		$	2,244

At December 31, 2025 and 2024, the tax effects of temporary differences that represent the significant portion of deferred tax assets and liabilities are as follows:

December 31,	2025		2024
Deferred tax assets
Allowance for credit losses on loans	$	1,984	$	1,882
Net unrealized holding losses on investment<br>   securities available-for-sale		12,383		18,226
Net unrealized holding losses on investment<br>   rate swaps		364		—
Non-accrual interest income		59		200
Leasing liability		513		630
Deferred revenue		116		113
Incurred but not reported medical expense		32		34
Bonus		337		192
State net operating loss carryforward		442		171
Other		136		106
Total deferred tax assets		16,366		21,554
Deferred tax liabilities
Deferred loan income		581		531
Depreciation		296		286
Mortgage servicing rights		74		81
Net unrealized holding losses on investment<br>   rate swaps		—		1,040
Fair value remeasurements on interest rate swap		57		22
Fair value adjustment on equity securities		—		—
Prepaid expenses		269		262
Right of use asset		449		564
Subordinated debt costs		204		263
Other		1		8
Total deferred tax liabilities		1,931		3,057
Valuation allowance		442		172
Net deferred tax asset	$	13,993	$	18,325

The ability to realize deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the existence of taxes paid and recoverable, the reversal of deferred tax liabilities and tax planning strategies. Based upon these and other factors, management believes it is more likely than not that QNB will realize the benefits of the above deferred tax assets except a $442,000 deferred tax related to a state net operating loss that it is more likely than not that the carryforward period will expire prior to the ability to offset the loss. A valuation allowance was recorded for this amount.

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A reconciliation of the tax provision on income before taxes computed at the statutory rates of 21% for 2025, 2024 and 2023 and the actual tax provision was as follows:

Year ended December 31,	2025						2024						2023
	Dollar			%			Dollar			%			Dollar			%
Provision at statutory rate	$	3,765			21.0	%	$	3,015			21.0	%	$	2,463			21.0	%
Tax-exempt interest and dividend income		(225	)		(1.3	)		(194	)		(1.4	)		(267	)		(2.3	)
Bank-owned life insurance		(71	)		(0.4	)		(68	)		(0.5	)		(67	)		(0.6	)
Stock-based compensation expense		24			0.1			27			0.2			26			0.2
State income tax		(187	)		(1.0	)		(47	)		(0.3	)		53			0.5
Merger-related costs		212			1.2			—			—			—			—
Other		52			0.3			10			0.1			40			0.4
Income tax provision		3,570			19.9			2,743			19.1			2,248			19.2
Valuation Adjustment		270			1.5			168			1.2			(4	)		(0.1	)
	$	3,840			21.4	%	$	2,911			20.3	%	$	2,244			19.1	%

Note 13 - Employee Benefit Plans

The QNB Bank Retirement Savings Plan provides for elective employee contributions up to the maximum allowed by the IRS and a matching company contribution limited to 3%. In addition, the plan provides for safe harbor non-elective contributions of 5% of total compensation by QNB. QNB contributed a matching contribution of $447,000, $400,000 and $376,000 for the years ended December 31, 2025, 2024, and 2023, respectively, and a safe harbor contribution of $756,000 for 2025, $706,000 for 2024, and $669,000 for 2023.

QNB’s Employee Stock Purchase Plan (the Plan) offers eligible employees an opportunity to purchase shares of QNB Corp. common stock at a 10% discount from the lesser of fair market value on the first or last day of each offering period (as defined by the Plan). At the 2021 Annual Meeting, shareholders approved the 2021 Employee Stock Purchase Plan (the 2021 Plan), which authorizes the issuance of 30,000 shares. As of December 31, 2025, 26,681 shares were issued under the 2021 Plan. The 2021 Plan expires May 31, 2026.

Shares issued pursuant to the Plan were as follows:

Year ended December 31,	2025	2024	2023
Shares				6,630
Price per share	32.00 and 33.12	22.00 and 23.20	$	23.10

All values are in US Dollars.

QNB implemented the Nonqualified Deferred Compensation Plan (NDCP) during 2023 for the benefit of a select group of its management or highly compensated employees. The purpose of the NDCP is to provide a deferred compensation vehicle to which QNB may credit discretionary amounts on behalf of the participants for recruitment and reward. QNB contributed $157,000 and $136,000 to the NDCP in 2025 and 2024, respectively. The NDCP liability was $401,000 at December 31, 2025.

Note 14 - Stock Option Plan and Non-Employee Director Compensation Plan

QNB has a stock incentive plan (the 2025 Plan) administered by a committee which consists of three or more members of QNB’s Board of Directors. The 2025 Plan, authorizing the issuance of 500,000 shares, was approved at the Company's 2025 Meeting of Shareholders. Under the 2025 Plan, qualified stock options may be granted to certain employees and non-qualified stock options, restricted stock and awards may be granted to certain employees and non-employee directors. There were no grants under the 2025 Plan. Compensation cost will be measured using the fair value of an award on the grant date and recognized over the service period, which is usually the vesting period. The 2025 Plan will expire on May 19, 2035. The time period by which any option is exercisable under this Plan is determined by the Committee but shall not commence before the expiration of six months after the date of grant.

The 2015 Stock Incentive Plan (the 2015 Plan) provides for the granting of either (i) Non-Qualified Stock Options (NQSOs) or (ii) Incentive Stock Options (ISOs). The exercise price of an option, as defined by the 2015 Plan, is the fair market value of QNB’s common stock at the date of grant. The 2015 Plan provides for the exercise either in cash or in securities of the Company or in any combination thereof. The 2015 Plan, which expired March 15, 2025, authorized the issuance of 300,000 shares. The 2015 Plan was amended, effective January 1, 2023, to increase the maximum term of any options granted under the plan from five years to ten years, and to also require that awards granted under the Plan will vest 20% each consecutive year commencing on the first anniversary date of the award unless otherwise specified in an award agreement. There were 321,525 options granted, 115,500 options forfeited, 29,880 options exercised and 176,145 options outstanding under the 2015 Plan as of December 31, 2025. The 2015 Plan expired February 24, 2025.

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As of December 31, 2025, there was approximately $505,000 of unrecognized compensation cost related to unvested stock option awards granted. That cost is expected to be recognized over the next 28 months.

Stock option activity during 2025, 2024, and 2023 was as follows:

	Number <br>of options			Weighted <br>average<br>exercise<br>price		Weighted<br>average <br>remaining<br>contractual<br>term<br>(in years)		Aggregate <br>intrinsic<br>value
Outstanding at December 31, 2022		109,150		$	37.65
Exercised		—			—
Forfeited		(22,600	)		43.15
Granted		35,000			29.51
Outstanding at December 31, 2023		121,550			34.29
Exercised		—			—
Forfeited		(24,275	)		37.69
Granted		40,000			23.40
Outstanding at December 31, 2024		137,275			30.51				697
Exercised		(9,055	)		29.60				48
Forfeited		(21,050	)		36.04				7
Granted		68,975			33.50				101
Outstanding at December 31, 2025		176,145		$	31.07		6.65	$	743
Exercisable at December 31, 2025		56,550		$	33.02		2.71	$	166

As of December 31, 2025, outstanding stock options consist of the following:

	Options<br>outstanding		Exercise<br>price		Remaining life<br>(in years)		Options<br>exercisable		Exercise<br>price
		37,840	$	23.40		8.13		6,240	$	23.40
		30,780		29.51		7.13		10,260		29.51
		15,450		32.50		0.13		15,450		32.50
		67,475		33.50		9.12		—		—
		24,600		37.26		1.13		24,600		37.26
Outstanding at December 31, 2025		176,145	$	31.07		6.65		56,550	$	33.02

The intrinsic value related to total stock options exercised during 2025, 2024, and 2023 are as follows:

	2025		2024		2023
Intrinsic value of stock options exercised	$	48	$	—	$	—

The QNB Corp. 2023 Non-Employee Director Compensation Plan was approved by shareholders on May 23, 2023 (The "Director Compensation Plan"). The Director Compensation Plan authorized the issuance of 50,000 shares, is effective January 1, 2023 and expires on January 1, 2033. The Plan initially required each non-employee director of QNB, or any subsidiary of QNB designated by the Board (including QNB Bank), to receive $8,000 of their total annual compensation for service as a director in the form of the QNB’s common stock; this amount was increased to $19,230 for 2025 to align director compensation with our peers. Under the Director Compensation Plan, commencing with the six-month period ended June 30, 2023, each non-employee director will receive, in addition to any cash compensation otherwise payable, a semi-annual grant of such number of shares of the QNB’s common stock determined by dividing (i) the Semi-Annual Stock Payment Amount (which is one-half of the annual compensation paid in stock) by (ii) the market value of a share of common stock determined as of June 30 or December 31 of any year, as applicable. Payments will be made under the Director Compensation Plan only to non-employee directors in office on the applicable payment date. As of December 31, 2025, 8,418 shares were issued to non-employee directors and there were 41,582 shares remaining under the Director Compensation Plan. Stock-based compensation expense related to the Director Compensation Plan was $173,000 and $72,000 for the for the years ended December 31, 2025 and 2024, respectively.

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Note 15 - Related Party Transactions

QNB has had, and may be expected to have in the future, banking transactions in the ordinary course of business with its executive officers, directors, principal shareholders, their immediate families and affiliated companies. The following table presents activity and amounts due from directors, principal officers, and their related interests. All of these transactions were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. These transactions did not involve more than normal risk of collectability or present any other unfavorable features.

Balance, December 31, 2024	$	19,092
New loans		10,835
Repayments		(19,422	)
Balance, December 31, 2025	$	10,505

The following table provides additional information regarding transactions with related parties.

December 31,	2025		2024
Commitments to extend credit	$	6,534	$	5,627
Letters of credit		1,755		2,050
Deposits received		11,023		7,232

Note 16 - Commitments and Contingencies

Financial instruments with off-balance sheet risk:

In the normal course of business there are various legal proceedings, commitments, and contingent liabilities which are not reflected in the Consolidated Financial Statements. Management does not anticipate any material losses as a result of these transactions and activities. They include, among other things, commitments to extend credit and standby letters of credit. The maximum exposure to credit loss, which represents the possibility of sustaining a loss due to the failure of the other parties to a financial instrument to perform according to the terms of the contract, is represented by the contractual amount of these instruments. QNB uses the same lending standards and policies in making credit commitments as it does for on-balance sheet instruments. The activity is controlled through credit approvals, control limits, and monitoring procedures. QNB applies the resulting loss factors under the allowance for credit losses on loans to its unused commitments, assuming: additional funding for commercial lines up to the average line usage for non-pass rated lines with no current usage; and, additional funding up to the average line usage for retail lines with no current usage. This resulted in an allowance for credit losses on unused commitments of $76,000 at December 31, 2025 and $87,000 at December 31, 2024, which is included in other liabilities on the Consolidated Balance Sheets.

A summary of the Bank's financial instrument commitments is as follows:

December 31,	2025		2024
Commitments to extend credit and unused lines of credit	$	401,073	$	329,509
Standby letters of credit		19,522		19,018
Total financial instrument commitments	$	420,595	$	348,527

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. QNB evaluates each customer’s creditworthiness on a case-by-case basis.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the financial or performance obligation of a customer to a third party. QNB’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making conditional obligations as it does for on-balance sheet instruments. Standby letters of credit totaling $16,013,000 expire within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Bank requires collateral and personal guarantees supporting these letters of credit as deemed necessary. The amount of collateral obtained for letters of credit and commitments to extend credit is based on management’s credit evaluation of the customer. Collateral varies, but may include real estate, accounts receivable, marketable securities, pledged deposits, inventory or equipment. Management believes that the proceeds obtained through a liquidation of such collateral and the enforcement of personal guarantees would be

• 98 -

sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees. The amount of the liability as of December 31, 2025 and 2024 for guarantees under standby letters of credit issued is not material.

Other commitments:

QNB has committed to various operating leases for several of their branch and office facilities. Some of these leases include specific provisions relating to rent increases. A maturity analysis of the operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows:

	Operating Leases
2026	$	504
2027		431
2028		351
2029		273
2030		190
Thereafter		1,736
Total undiscounted cashflows		3,485
Total discount on cashflows		(1,100	)
Total lease liabilities	$	2,385

Some of the leases contain renewal options to extend the initial terms of the lease for periods ranging from five to ten years and certain leases allow for multiple extensions, the commitment for such renewals is not included above if they have not been exercised as of December 31, 2025. Operating lease costs, which include common area maintenance costs not included in the minimum lease payments above, for the years ended December 31, 2025, 2024 and 2023, was $739,000, $734,000 and $723,000, respectively.

Note 17 - Accumulated Other Comprehensive Income (Loss)

The following shows the components of accumulated other comprehensive income (loss) during the periods ended December 31, 2025, 2024 and 2023:

December 31,	2025			2024			2023
Unrealized net holding loss on available-for-sale securities	$	(59,217	)	$	(79,832	)	$	(85,996	)
Tax effect*		12,747			17,186			18,059
Accumulated other comprehensive loss income, net of tax	$	(46,470	)	$	(62,646	)	$	(67,937	)

* At blended rates of federal and state tax rates of 21.5%, 21.5% and 21.0%

The following table presents amounts reclassified out of accumulated other comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023:

	Amount reclassified from accumulated other<br>comprehensive loss
Details about accumulated other comprehensive loss	2025		2024			2023			Affected line item in statement of income
Realized net holding loss on available-for-sale securities	$	—	$	(1,096	)	$	(2,058	)	Net (loss) gain on sales of investment securities
Tax effect*		—		230			432		Provision for income taxes
Total reclassification out of accumulated other<br>   comprehensive loss, net of tax	$	—	$	(866	)	$	(1,626	)	Net of tax

** At blended rates of federal and state tax rates of 21.0%, 21.0% and 21.0%

Note 18 - Fair Value Measurements and Fair Values of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (fair values are not adjusted

• 99 -

for transaction costs). ASC 820 also establishes a framework (fair value hierarchy) for measuring fair value under US GAAP and expands disclosures about fair value measurements.

ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2:	Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3:	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The measurement of fair value should be consistent with one of the following valuation techniques: market approach, income approach, and/or cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). For example, valuation techniques consistent with the market approach often use market multiples derived from a set of comparables. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering factors specific to the measurement (qualitative and quantitative). Valuation techniques consistent with the market approach include matrix pricing. Matrix pricing is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the security’s relationship to other benchmark quoted securities.

For financial assets measured at fair value on a recurring and nonrecurring basis, the fair value measurements by level within the fair value hierarchy used were as follows:

December 31, 2025	Quoted prices<br>in active<br>markets<br>for identical<br>assets<br>(Level 1)		Significant<br>other<br>observable<br>input<br>(Level 2)		Significant<br>unobservable<br>inputs<br>(Level 3)		Balance at end<br>of period
Recurring fair value measurements
Securities available-for-sale
U.S. Treasuries	$	—	$	21,583	$	—	$	21,583
U.S. Government agency securities		—		70,850		—		70,850
State and municipal securities (1)		—		88,787		—		88,787
U.S. Government agencies and sponsored enterprises (GSEs):
Mortgage-backed securities (1)		—		182,208		—		182,208
Collateralized mortgage obligations (CMOs)		—		149,203		—		149,203
Corporate debt securities and money market funds		—		30,149		50		30,199
Total securities available-for-sale		—		542,780		50		542,830
Total recurring fair value measurements	$	—	$	542,780	$	50	$	542,830
Nonrecurring fair value measurements *
Collateral dependent loans	$	—	$	—	$	5,440	$	5,440
Mortgage servicing rights		—		—		1		1
Total nonrecurring fair value measurements	$	—	$	—	$	5,441	$	5,441

(1) Includes derivatives designated as fair value hedging instruments.

* impairment

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December 31, 2024	Quoted prices<br>in active<br>markets<br>for identical<br>assets<br>(Level 1)		Significant<br>other<br>observable<br>input<br>(Level 2)		Significant<br>unobservable<br>inputs<br>(Level 3)		Balance at end<br>of period
Recurring fair value measurements
Securities available-for-sale
U.S. Treasuries	$	—	$	18,010	$	—	$	18,010
U.S. Government agency securities		—		66,908		—		66,908
State and municipal securities (1)		—		86,352		—		86,352
U.S. Government agencies and sponsored enterprises (GSEs):
Mortgage-backed securities (1)		—		198,510		—		198,510
Collateralized mortgage obligations (CMOs)		—		161,646		—		161,646
Corporate debt securities		—		15,082		51		15,133
Total securities available-for-sale		—		546,508		51		546,559
Equity securities		—		—		—		-
Total recurring fair value measurements	$	—	$	546,508	$	51	$	546,559
Nonrecurring fair value measurements *
Collateral dependent loans	$	—	$	—	$	—	$	—
Mortgage servicing rights		—		—		1		1
Total nonrecurring fair value measurements	$	—	$	—	$	1	$	1

(1) Includes derivatives designated as fair value hedging instruments.

* impairment

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which QNB has utilized Level 3 inputs to determine fair value:

	Quantitative information about Level 3 fair value measurements
December 31, 2025	Fair value		Valuation<br>techniques		Unobservable<br>input		Value or range<br>of values
Collateral dependent loans	$	5,440	Appraisal of collateral	(1)	Appraisal adjustments	(2)	-10 to -100%
					Liquidation expenses	(3)		10	%
Mortgage servicing rights		1	Discounted cash flow		Remaining term		2.8 to 29.1 yrs
					Prepayment Speeds		92% to 199%
					Discount rate		12.0% to 12.5%
	Quantitative information about Level 3 fair value measurements
---	---	---	---	---	---	---	---	---	---
December 31, 2024	Fair value		Valuation<br>techniques		Unobservable<br>input		Value or range<br>of values
Collateral dependent loans	$	—	Appraisal of collateral	(1)	Appraisal adjustments	(2)	-100%
					Liquidation expenses	(3)		0	%
Mortgage servicing rights		1	Discounted cash flow		Remaining term		0.4 to 29.2 yrs
					Prepayment Speeds		90% to 350%
					Discount rate		12.0% to 12.5%

• Fair value is primarily determined through appraisals of the underlying collateral by independent parties, which generally includes various level 3 inputs which are not always identifiable.
• Appraisals may be adjusted by management for qualitative factors such as economic conditions and the age of the appraisal. The range is presented as a percent of the initial appraised value.
• Appraisals and pending agreements of sale are adjusted by management for estimated liquidation expenses. The range is presented as a percent of the initial appraised value.

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The following table presents additional information about the securities available-for-sale measured at fair value on a recurring basis and for which QNB utilized significant unobservable inputs (Level 3 inputs) to determine fair value for the year ended December 31:

	Fair value measurements using<br>significant unobservable inputs (Level 3)
Securities available-for-sale	2025			2024
Balance, beginning of year	$	51		$	52
Payments received		(2	)		(3	)
Sale of securities		—			—
Total gains or losses (realized/unrealized)
Included in earnings		—			—
Included in other comprehensive<br>   income		1			2
Transfers in and/or out of Level 3		—			—
Balance, end of year	$	50		$	51

There were also no transfers in or out of level 3 for the same periods. There were no losses included in earnings attributable to the change in unrealized gains or losses relating to the available-for-sale securities above with fair value measurements utilizing significant unobservable inputs for the years ended December 31, 2025 and 2024.

The Level 3 securities consist of one collateralized debt obligation security (“PreTSL”), which is backed by trust preferred securities issued by banks. The market for this security at December 31, 2025 was not active and markets for similar securities also are not active. The new issue market is also inactive and there are currently very few market participants who are willing and or able to transact for these securities.

Given conditions in the debt markets today and the absence of observable transactions in the secondary and new issue markets, we determined:

• The few observable transactions and market quotations that are available are not reliable for purposes of determining fair value at December 31, 2025;
• An income valuation approach technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs will be equally or more representative of fair value than the market approach valuation technique used at prior measurement dates; and
• PreTSLs will be classified within Level 3 of the fair value hierarchy because significant adjustments are required to determine fair value at the measurement date.

The Bank used an independent third party to value this security using a discounted cash flow analysis. Based on management’s review of the bond’s single underlying issuer, there are no expected credit losses or prepayments; cashflows used were contractual based on the Bloomberg YA screen. The assumed cashflows have been discounted using an estimated market discount rate based on the 30-year swap rate. The 30-year swap rate is used as the reference rate since it is indicative of market expectation for short-term rates in the future. This is consistent with the 30-year nature of PreTSL securities, which are priced using the 3-month LIBOR as a reference rate. The discount rate of 8.9% includes the risk-free rate, a credit component and a spread for illiquidity.

The following information should not be interpreted as an estimate of the fair value of QNB since a fair value calculation is only provided for a limited portion of QNB’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between QNB’s disclosures and those of other companies may not be meaningful.

The following methods and assumptions were used to estimate the fair values of each major classification of financial instrument and non-financial asset at December 31, 2025 and 2024:

Cash and cash equivalents, accrued interest receivable and accrued interest payable (carried at cost): The carrying amounts reported in the balance sheet approximate those assets’ fair value.

Investment securities (including derivative instruments) (carried at fair value): The fair value of securities is primarily determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. Level 2 debt securities are valued by a third-party pricing service commonly used in the banking industry. Level 2 fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution date,

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market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) were used to support fair values of certain Level 3 investments.

The fair value of derivatives instruments designated as fair value hedges are based on estimates QNB would receive or pay to terminate the contracts or agreement, taking into account current interest rates and when appropriate, the credit-worthiness of the counterparties; these values are included in Level 2.

Restricted investment in stocks (carried at cost): The fair value of stock in ACBB, the FHLB, the SHCPFIC and VISA Class B-2 is the carrying amount, based on redemption provisions, and considers the limited marketability of such securities.

Loans Held for Sale (carried at lower of cost or fair value): The fair value of loans held for sale is determined, when possible, using quoted secondary market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for the specific attributes of that loan.

Loans Receivable (carried at cost): The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Collateral Dependent Loans (generally collateral value less cost to sell): Collateral dependent loans are loans for which the Company has measured generally based on the fair value of the loan’s collateral, less cost to sell. The value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Mortgage Servicing Rights (carried at lower of cost or fair value): The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated net servicing income. The mortgage servicing rights are stratified into tranches based on predominant characteristics, such as interest rate, loan type and investor type. The valuation incorporates assumptions that market participants would use in estimating future net servicing income.

Deposit liabilities (carried at cost): The fair value of deposits with no stated maturity (e.g. demand deposits, interest-bearing demand accounts, money market accounts and savings accounts) are by definition, equal to the amount payable on demand at the reporting date (i.e. their carrying amounts). This approach to estimating fair value excludes the significant benefit that results from the low-cost funding provided by such deposit liabilities, as compared to alternative sources of funding. Deposits with a stated maturity (time deposits) have been valued using the present value of cash flows discounted at rates approximating the current market for similar deposits.

Short-term borrowings (carried at cost): The carrying amount of short-term borrowings approximates their fair values.

Long-term debt (carried at cost): Long-term debt has stated maturities and have been valued using the present value of cash flows discounted at rates approximating the current market for similar debt instruments.

Subordinated debt (carried at cost): Subordinated debt has stated maturities and call dates and have been valued using the present value of cash flows discounted at rates approximating the current market for similar debt instruments.

Off-balance-sheet instruments (disclosed at cost): The fair value for the Bank’s off-balance sheet instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

Management uses its best judgment in estimating the fair value of QNB’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of the respective period ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year end.

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The estimated fair values and carrying amounts of QNB’s financial and off-balance sheet instruments are summarized as follows:

					Fair value measurements
December 31, 2025	Carrying<br>amount		Fair value		Quoted<br>prices in<br>active<br>markets for<br>identical<br>assets<br>(Level 1)		Significant<br>other<br>observable<br>inputs <br>(Level 2)		Significant<br>unobservable<br>inputs <br>(Level 3)
Financial assets
Cash and cash equivalents	$	50,297	$	50,297	$	50,297	$	—	$	—
Investment securities:
Available-for-sale (1)		542,830		542,830		—		542,780		50
Restricted investment in bank stocks		6,663		6,663		—		6,663		—
Loand held for sale		246		249		—		249		—
Net loans		1,252,859		1,265,478		—		—		1,265,478
Mortgage servicing rights		346		530		—		—		530
Accrued interest receivable		4,839		4,839		—		4,839		—
Financial liabilities
Deposits with no stated maturities	$	1,266,714	$	1,266,714	$	1,266,714	$	—	$	—
Deposits with stated maturities		375,797		374,988		—		374,988		—
Short-term borrowings		80,601		80,601		80,601		—		—
Long-term debt		—		—		—		—		—
Subordinated debt		39,268		40,541		—		40,541		—
Accrued interest payable		5,050		5,050		—		5,050		—
Off-balance sheet instruments
Commitments to extend credit	$	—	$	—	$	—	$	—	$	—
Standby letters of credit		—		74		—		74		—

(1) Includes derivatives designated as fair value hedging instruments.

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					Fair value measurements
December 31, 2024	Carrying<br>amount		Fair value		Quoted<br>prices in<br>active<br>markets for<br>identical<br>assets<br>(Level 1)		Significant<br>other<br>observable<br>inputs <br>(Level 2)		Significant<br>unobservable<br>inputs <br>(Level 3)
Financial assets
Cash and cash equivalents	$	50,713	$	50,713	$	50,713	$	—	$	—
Investment securities:
Available-for-sale (1)		546,559		546,559		—		546,508		51
Restricted investment in bank stocks		5,436		5,436		—		5,436		—
Loand held for sale		664		664		—		664		—
Net loans		1,207,304		1,212,780		—		—		1,212,780
Mortgage servicing rights		378		556		—		—		556
Accrued interest receivable		4,965		4,965		—		4,965		—
Financial liabilities
Deposits with no stated maturities	$	1,247,083	$	1,247,083	$	1,247,083	$	—	$	—
Deposits with stated maturities		381,458		379,960		—		379,960		—
Short-term borrowings		53,844		53,844		53,844		—		—
Long-term debt		30,000		30,033		—		30,033		—
Subordinated debt		39,068		40,600		—		40,600		—
Accrued interest payable		7,580		7,580		—		7,580		—
Off-balance sheet instruments
Commitments to extend credit	$	—	$	—	$	—	$	—	$	—
Standby letters of credit		—		59		—		59		—

(1) Includes derivatives designated as fair value hedging instruments.

Note 19 - Derivatives and Hedging Activities

QNB's risk management objective with respect to derivative financial instruments is to hedge the risk of changes in the fair value of certain fixed-rate available-for-sale investment securities, included in a closed portfolio, for changes in the Secured Overnight Financing Rate ("SOFR"), to add stability to interest income and to manage its exposure to interest rate movements. The effective and ineffective portions of changes in the fair value of each derivative financial instrument is reported in accumulated other comprehensive (loss) income, net of tax, and are reclassified to interest income as interest payments are made or received on the hedged portfolios. QNB assesses the effectiveness of each hedging relationship using a regression analysis of prior periodic changes in fair value of both the hedge and the hedged item. In the assessment of hedge effectiveness, QNB will consider the likelihood of the counterparty's compliance with the contractual terms of the hedging derivative that could require the counterparty to make payments (counterparty default risk). If the likelihood that the counterparty will not default ceases to be probable, the hedge may no longer be highly effective and hedge ineffectiveness due to counterparty payment risk will be assessed.

The following table presents the notional amounts of derivatives designated as fair value hedging instruments at December 31, 2025 and 2024. QNB pledges cash or securities to cover the negative fair value of derivatives instruments. Cash collateral associated with the derivative instruments are not added to or netted against the fair value amounts.

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	At December 31, 2025							At December 31, 2024
	Interest Rate Swaps-Fair Value Hedges							Interest Rate Swaps-Fair Value Hedges
Balance Sheet Classification	Notional Amount		Amortized Cost of Hedged Portfolio		Cumulative Amount of Fair Value Hedging Adjustment Included in Carrying Amount of Hedged Asset			Notional Amount		Amortized Cost of Hedged Portfolio		Cumulative Amount of Fair Value Hedging Adjustment Included in Carrying Amount of Hedged Asset
Investment Securities Available-for-sale:
State and municipal securities	$	75,000	$	96,037	$	(583	)	$	75,000	$	96,709	$	1,566
U.S. Government agencies and GSE mortgage backed securities		201,364		276,329		(1,109	)		225,000		309,546		3,264
Total	$	276,364	$	372,366	$	(1,692	)	$	300,000	$	406,255	$	4,830

The following table presents amounts of included in the Consolidated Statements on Income for derivatives designated as fair value hedging instruments for the years ended December 31, 2025 and 2024.

For the year ended	December 31,
Income Sheet Classification	2025			2024
Interest and dividends on available-for-sale and equity securities:
State and municipal securities
Recognized on fair value hedge	$	3,232		$	3,910
Recognized on hedge portfolio		(2,686	)		(2,664	)
Recognized on remeasurement of fair value hedge		59			10
U.S. Government agencies and GSE mortgage backed securities
Recognized on fair value hedge		9,351			11,731
Recognized on hedge portfolio		(7,961	)		(8,243	)
Recognized on remeasurement of fair value hedge		104			34
Total	$	2,099		$	4,778

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Note 20 - Revenue Recognition from Contracts with Customer

QNB generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers. The main types of revenue contracts included in non-interest income within the Consolidated Statements of Income are as follows:

• Fees for services to customers—fees include service charges on deposits which are included as liabilities in the consolidated statement of financial position and consist of transaction-based fees, stop payment fees, Automated Clearing House (ACH) fees, account maintenance fees, and overdraft services fees for various retail and business checking customers. These fees are charged as earned on the day of the transaction or within the month of the service, with the exception of Enhanced Account Analysis Fees, which are calculated on the previous month’s activity and assessed on the following month. The Enhanced Account Analysis Fees are currently being accrued; the revenue is currently being recorded in the month it is earned. Service charges on deposits are withdrawn directly from the customer’s account balance.
• ATM and debit card – fees are recognized at the time the transaction is executed as that is the point in time QNB fulfills the customer’s request.
• Retail brokerage and advisory—fee income and related expenses are accrued monthly to properly record the revenues in the month they are earned. Advisory fees are collected in advance on a quarterly basis. These advisory fees are received in the first month of the quarter for which the service is being performed and recognized evenly in each month of the quarter. Fees that are transaction based are recognized at the point in time that the transaction is executed (i.e. trade date).
• Merchant – QNB earns interchange fees from credit/debit cardholder transactions conducted through VISA/MasterCard payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized monthly, concurrently with the transaction processing services provided to the cardholder within the month.
• Other—includes credit card fees, sales of checks to depositors, miscellaneous fees and gain/losses on sale of other real estate owned (OREO).
• Credit card fees are recognized monthly, concurrently with the transaction processing services provided to the cardholder within the month.
• Sales of checks to depositors are commissions earned from a third-party who provides checks to QNB’s customers. There is a pre-paid incentive with the third party which is recognized over the term of the contract. Other commissions on the sales of checks are recorded weekly.
• Miscellaneous fees, such as wire, cashier check and garnishment fees, are charged as earned on the day of the transaction.
• Gain (loss) on sales of OREO – QNB records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When QNB finances the sale of OREO to the buyer, QNB assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, QNB adjusts the transaction prices and related gain (loss) on sale if a significant financing component is present.

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Note 21 - Parent Company Financial Information

Condensed financial statements of QNB Corp. only:

Balance Sheets
December 31,		2024
Assets
Cash and cash equivalents
Balances with subsidiary or affiliated depository institutions	1,784	$	1,193
Balances with unrelated depository institutions	627		3,414
Investment securities:
Available-for-sale (amortized cost 21,577 and 18,004)	21,583		18,010
Investment in subsidiary	145,258		120,576
Other assets	1,061		674
Total assets	170,313	$	143,867
Liabilities
Subordinated debt	39,268	$	39,068
Other liabilities	1,482		1,450
Total liabilities	40,750		40,518
Shareholders' equity	129,563		103,349
Total liabilities and shareholders' equity	170,313	$	143,867

All values are in US Dollars.

Statements of Income
Year ended December 31,	2025			2024			2023
Dividends from subsidiary	$	9,685		$	7,023		$	4,407
Interest, dividend and other income		868			733			517
Securities gains (losses)		—			517			(19	)
Net unrealized (loss) gain on investment equity securities		—			(215	)		250
Total income		10,553			8,058			5,155
Expenses		5,783			1,923			661
Income before applicable income taxes and equity in<br>   undistributed income of subsidiary		4,770			6,135			4,494
Provision for income tax (benefit) expense		(812	)		(99	)		(1	)
Income before equity in undistributed income of subsidiary		5,582			6,234			4,495
Equity in undistributed income of subsidiary		8,508			5,214			4,988
Net income	$	14,090		$	11,448		$	9,483
Statements of Comprehensive Income (Loss)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Year ended December 31,	2025						2024						2023
	Before <br>tax <br>amount		Tax <br>expense<br>(benefit)		Net of <br>tax <br>amount		Before <br>tax <br>amount		Tax <br>expense <br>(benefit)		Net of <br>tax <br>amount		Before <br>tax <br>amount		Tax <br>expense <br>(benefit)		Net of <br>tax <br>amount
Net income	$	17,930	$	3,840	$	14,090	$	14,359	$	2,911	$	11,448	$	11,727	$	2,244	$	9,483
Other comprehensive income:
Net unrealized holding gain on available-for-sale securities:
Unrealized holding gain arising during the period		20,615		4,439		16,176		5,068		643		4,425		14,638		3,074		11,564
Reclassification adjustment for loss included in net income		—		—		—		1,096		230		866		2,058		432		1,626
Other comprehensive income		20,615		4,439		16,176		6,164		873		5,291		16,696		3,506		13,190
Total comprehensive income	$	38,545	$	8,279	$	30,266	$	20,523	$	3,784	$	16,739	$	28,423	$	5,750	$	22,673

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Statements of Cash Flows
Year ended December 31,	2025			2024			2023
Operating Activities
Net income	$	14,090		$	11,448		$	9,483
Adjustments to reconcile net income to net cash provided<br>   by operating activities:
Equity in undistributed income from subsidiary		(8,508	)		(5,214	)		(4,988	)
Net securities gains (losses)		—			(517	)		19
Net unrealized loss (gain) on investment equity securities		—			215			(250	)
Stock-based compensation expense		334			199			185
Accretion of discounts on investment securities		(251	)		(349	)		(174	)
Amortization of deferred costs on subordinated debt		200			56			—
Increase (decrease) in other liabilities		32			210			(36	)
(Decrease) increase in other assets		(326	)		77			(122	)
Deferred income tax (benefit) provision		(59	)		226			42
Net cash provided by operating activities		5,512			6,351			4,159
Investing activities
Purchase of investment equity securities		—			(1,170	)		(2,179	)
Purchase of investment securities available-for-sale		(60,372	)		(35,783	)		(14,275	)
Proceeds from sale of investment equity securities		—			7,382			8,556
Proceeds from maturities of investment securities available-for-sale		57,050			24,575			7,800
Capital contribution to Bank		—			(32,900	)		—
Net cash used by investing activities		(3,322	)		(37,896	)		(98	)
Financing activities
Issuance of subordinated debt		—			40,000			—
Cash dividend paid		(5,000	)		(4,798	)		(4,671	)
Treasury stock purchase	#REF!				—			—
Proceeds from issuance of common stock		614			385			822
Net cash provided by (used) by financing activities	#REF!				35,587			(3,849	)
Iincrease) decrease in cash and cash equivalents	#REF!				4,042			212
Cash and cash equivalents at beginning of year		4,607			565			353
Cash and cash equivalents at end of year	#REF!			$	4,607		$	565

Note 22 - Regulatory Restrictions

Dividends payable by the Company and the Bank are subject to various limitations imposed by statutes, regulations and policies adopted by bank regulatory agencies. Under Pennsylvania and Federal banking law, the Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. Under Federal Reserve regulations, the Bank is limited as to the amount it may lend affiliates, including the Company, unless such loans are collateralized by specific obligations.

Both the Company and the Bank are subject to regulatory capital requirements administered by Federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate actions by regulators that could have an effect on the financial statements. Under the framework for prompt corrective action, both the Company and the Bank must meet capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items. The capital amounts and classification are also subject to qualitative judgments by the regulators. Management believes, as of December 31, 2025, that the Company and the Bank met capital adequacy requirements to which they were subject.

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The Bank is presently considered to be “well capitalized” under the regulatory framework. To be categorized as well capitalized, the Company and the Bank must maintain minimum ratios set forth in the table below. The Company and the Bank’s actual capital amounts and ratios are presented as follows:

	Capital levels
	Actual					Adequately capitalized					Well capitalized
As of December 31, 2025	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk-based capital (to risk-weighted<br>   assets):
Consolidated	$	225,324		15.86	%		113,675		8.00	%		142,093		10.00	%
Bank		201,024		14.15			113,623	8.00				142,029	10.00
Tier I capital (to risk-weighted assets):
Consolidated		176,033		12.39			85,256	6.00				85,256	6.00
Bank		191,733		13.50			85,217	6.00				113,623	8.00
Common equity tier 1 capital (to risk-<br>   weighted assets):
Consolidated		176,033		12.39			63,942	4.50			N/A		N/A
Bank		191,733		13.50			63,913	4.50				92,319	6.50
Tier I capital (to average assets):
Consolidated		176,033		9.02			78,045	4.00			N/A		N/A
Bank		191,733		9.94			77,131	4.00				96,414	5.00
	Capital levels
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Actual					Adequately capitalized					Well capitalized
As of December 31, 2024	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk-based capital (to risk-weighted<br>   assets):
Consolidated	$	214,826		15.56	%		110,480		8.00	%		138,100		10.00	%
Bank		192,057		13.92			110,396	8.00				137,995	10.00
Tier I capital (to risk-weighted assets):
Consolidated		165,995		12.02			82,860	6.00				82,860	6.00
Bank		183,226		13.28			82,797	6.00				110,396	8.00
Common equity tier 1 capital (to risk-<br>   weighted assets):
Consolidated		165,995		12.02			62,145	4.50			N/A		N/A
Bank		183,226		13.28			62,098	4.50				89,696	6.50
Tier I capital (to average assets):
Consolidated		165,995		8.70			76,357	4.00			N/A		N/A
Bank		183,226		9.71			75,483	4.00				94,353	5.00

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Note 23 - Consolidated Quarterly Financial Data (Unaudited)

The unaudited quarterly results of operations for the years ended 2025 and 2024 are in the following table:

	Quarters Ended 2025										Quarters Ended 2024
	March 31		June 30			September 30		December 31			March 31			June 30		September 30		December 31
Interest income	$	22,198	$	23,110		$	23,518	$	23,812		$	19,569		$	20,345	$	21,945	$	22,209
Interest expense		10,661		10,458			10,520		9,770			9,401			9,753		10,818		11,234
Net interest income		11,537		12,652			12,998		14,042			10,168			10,592		11,127		10,975
Provison (reversal of provision) for credit losses		550		(146	)		93		(48	)		(86	)		114		159		(255	)
Non-interest income		1,584		1,652			1,847		1,874			1,836			1,465		1,967		1,645
Non-interest expense		9,369		9,562			10,182		10,694			8,833			8,934		8,636		9,081
Income before income taxes		3,202		4,888			4,570		5,270			3,257			3,009		4,299		3,794
Provision for income taxes		624		1,005			922		1,289			663			544		961		743
Net Income	$	2,578	$	3,883		$	3,648	$	3,981		$	2,594		$	2,465	$	3,338	$	3,051
Earnings Per Share - basic *	$	0.70	$	1.05		$	0.98	$	1.07		$	0.71		$	0.67	$	0.91	$	0.83
Earnings Per Share - diluted *	$	0.69	$	1.04		$	0.98	$	1.06		$	0.71		$	0.67	$	0.91	$	0.83

* Due to rounding, quarterly earnings per share may not sum to annual earnings per share

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

a)Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of QNB’s Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO (its principal executive officer and principal financial officer), management has evaluated the effectiveness of the design and operation of QNB’s disclosure controls and procedures as of December 31, 2025. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission, or the SEC, and that such information is accumulated and communicated to QNB’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on and as of the date of such evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were effective as of the end of the period covered by this Report.

b)Internal Control over Financial Reporting

Information required by this item is set forth in Management’s Report included under Item 8, which is incorporated by reference into this item.

c)Changes in Internal Control over Financial Reporting

On May 14, 2013, COSO issued an updated version of its Internal Control – Integrated Framework, referred to as the 2013 COSO Framework. Management’s assessment of the overall effectiveness of our internal controls over financial reporting for the year ended December 31, 2024 was based on the 2013 COSO Framework.

There were no changes to the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act) during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s control over financial reporting.

ITEM 9B. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2025, none of QNB’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the QNB's securities that was intended to satisfy the affirmation defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of SEC Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated by reference to the information appearing in QNB Corp.’s definitive proxy statement to be used in connection with the 2026 Annual Meeting of Shareholders under the captions:

• “Certain Relationships and Related Party Transactions”
• “Governance of the Company - Director Independence”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is incorporated by reference to the information appearing in QNB Corp.’s definitive proxy statement to be used in connection with the 2026 Annual Meeting of Shareholders under the captions:

• “Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors”
• “Audit Fees, Audit Related Fees, Tax Fees, and All Other Fees”

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3. 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.
March 16, 2026
	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<br><br><br><br>/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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EX-19.1

Exhibit 19.1

POLICIES AND PROCEDURES GOVERNING TRADING IN SECURITIES

AND

CONFIDENTIALITY OF INSIDE INFORMATION FOR OFFICERS,

DIRECTORS AND OTHER INFORMATION SENSITIVE EMPLOYEES

SUMMARY. The Securities and Exchange Commission (“SEC”) and private attorneys have been, and continue to be, active in the enforcement of the insider trading laws. Congress expanded the authority of the SEC and the Justice Department in adopting the Insider Trading and Securities Fraud Enforcement Act. This Act not only increases the penalties for insider trading it also imposes additional penalties on publicly held companies if they do not develop policies and procedures to ensure that such violations do not occur. The passage of the SarbanesOxley Act of 2002 imposed additional trading restrictions and disclosure requirements of transactions involving management, directors and principal shareholders. The purpose of this policy statement is to avoid even the appearance of improper conduct on the part of persons employed by or associated with the company. It also includes the special restrictions that are applicable to officers, directors, and other employees of QNB Corp. and QNB Bank (finance department personnel) with access to sensitive information in connection with trades in the stock of QNB Corp. (“Corporation”).

MATERIAL NONPUBLIC INFORMATION. As officers, directors and employees of a financial institution and a publicly traded company, we have the legal obligation to maintain the confidentiality of nonpublic information obtained in the course of our business. This obligation extends to all employees at our institution (collectively, personnel). This obligation also precludes the use by personnel, for direct or indirect personal gain or profit, of nonpublic information (also known as inside information) received in connection with our business activities.

Moreover, the use of material nonpublic information in securities transactions (insider trading) or the communication of such information to others who use it in securities trading (tipping) may violate the Federal securities laws. Such violations are likely to result in harsh consequences for the individual involved, including exposure to investigations by the SEC, criminal and civil prosecution, disgorgement of any profits realized or losses avoided through use of nonpublic information, including penalties of up to $5 million and imprisonment for up to 20 years, and exposure to additional liability in private actions. Further, insider-trading violations expose the Corporation, its directors, officers and other personnel acting in supervisory capacities to civil liabilities and penalties for the actions of employees under their control who engage in insider trading violations, with fines up to $25 million.

The Corporation, therefore, has adopted the following policies and procedures to assure that material nonpublic information will not be used by officers, directors and other employees in securities transactions, that such persons comply with Federal and state securities laws restricting trading in the Corporation’s securities and that the confidentiality of information we receive in the course of our business is maintained. These policies and procedures also apply to securities transactions by partnerships in which such individuals are a general partner, estates of which they are an executor and individuals who reside in the same household with officers, directors and other employees (“immediate family members,” which includes a spouse, children, brothers, sisters, mother, mother-in-law, father and father-in-law). Strict compliance with these policies and procedures is expected of all officers and directors and immediate family members, and any infringement thereof may result in sanctions.

• THE BASIC POLICY

No trading by directors, officers and employees or their immediate family members is permitted (i) from the period beginning on the day of the Board meeting in the month in which the fiscal quarter or year ends, and continuing until two (2) full trading days after the public release of earnings for such period, nor (ii) while they possess material nonpublic information concerning either the Corporation or any other company with which the Corporation has business dealings.

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The Corporation may also institute a temporary blackout period in the event of a material corporate development (such as acquisition discussions) by written or electronic notice from the Corporation’s Chief Executive Officer to persons subject to the blackout procedure. In such cases, directors and executive officers of the Corporation are prohibited from purchasing or selling securities of the Corporation for any personal or related account commencing with the time of the notice and ending two (2) full trading days after public release of the information which resulted in sending the notice or written or electronic notice that the temporary blackout period has expired.

The Chief Executive Officer of the Corporation, in consultation with outside counsel, may grant exceptions to the prohibition upon request where the person making the request is not in possession of material nonpublic information, if the grant of such exception would not be in contravention of the purposes of this Policy and the applicant’s personal circumstances warrant the grant of such exception.

No person associated with the Corporation may purchase or sell any security, whether or not issued by the Corporation or a company with which the Corporation has a business relationship, while such person possesses material nonpublic information concerning such security. As a corollary to this policy, any person with knowledge of material nonpublic information acquired in the course of the Corporation’s business may not communicate to any other person any such information if he or she has reason to believe that the information may be improperly used in connection with securities trading. Unless otherwise expressly provided, this policy and these procedures apply to immediate family members and personnel.

“Material information” means information related to any company with publicly traded securities (including but not limited to the Corporation), its business operations or securities, the public dissemination of which likely would affect the market price of any of its securities, or which likely would be considered important by a reasonable investor in determining whether to buy, sell, or hold such securities. While it is impossible to list all types of information that might be deemed material under particular circumstances, information dealing with the following subjects is often found material: earnings estimates; dividends; acquisitions, including mergers and tender offers; sales of substantial assets; changes in debt ratings; significant write-downs of assets or additions to reserves for bad debts or contingent liabilities; liquidity problems, extraordinary management developments; public offerings; major pricing or marketing changes; and significant litigation or investigations by governmental bodies.

“Nonpublic information” is generally information that has not been widely disclosed to the public. To show that information is public, you should be able to point to some evidence that it has been widely disclosed, for example, in the news wire services such as PRNEWSWIRE, AP, UPI, or Reuters; radio or television; newspapers or magazines; or widely circulated public disclosure documents filed with the SEC, such as an 8-K, prospectus or proxy statement.

It should be assumed that information concerning the Corporation or QNB Bank obtained in the course of your employment or service is nonpublic. The fact that rumors may be circulating, even if they are widespread, does not mean the information is public and does not relieve you from the obligation to treat the information as nonpublic.

To avoid inadvertent violations of this Policy and/or applicable law, each purchase, sale or other transaction with respect to the securities of the Corporation or any of its subsidiaries by directors and executive officers of the Corporation, or a family member sharing the same household or a corporation or trust they control, must be pre-cleared with either the Chief Executive Officer or Chief Financial Officer of the Corporation in advance of the transaction and must be reported promptly to the Chief Financial Officer once made. Neither the Chief Executive Officer nor the Chief Financial Officer is under an obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction.

No purchase or sale of a security may be affected by any personnel or immediate family members until at least two (2) full trading days after the publication of the material nonpublic information.

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• PROHIBITION AGAINST SHORT-TERM TRADING IN THE SECURITIES

The Corporation has a policy against short-term trading by personnel and immediate family members in the securities of the Corporation or a company with which the Corporation has a business relationship, including short sales of, and options for, such securities. Personnel and immediate family members who purchase securities of the Corporation or a company with which the Corporation has a business relationship, are expected to retain such securities for at least six months and one day. Sale of such securities prior to the expiration of the six-month plus one-day period will be deemed a violation of this policy unless such sale has been approved by the appropriate officer of the Corporation, such as that occasioned by the death or serious illness of a family member or other substantial justification subject to the limitations on purchases and sales by officers and directors outlined in Section 3 below.

• ADDITIONAL RESTRICTIONS APPLICABLE TO EXECUTIVE OFFICERS AND DIRECTORS

• RESALE RESTRICTIONS

The Securities Act of 1933 (“the 1933 Act) requires every person who offers or sells securities to register such securities with the SEC unless an exemption from registration is available. An exemption frequently relied upon by executive officers and directors for public sales of securities of their companies is Rule 144 under the 1933 Act. The rule is available for public sales by any person of “restricted securities” (i.e., securities acquired directly from the issuer or in a private offering or certain other types of exempt offerings) and for sales by controlling persons (known as “affiliates”) of any securities, whether restricted or unrestricted.

Requirements of Rule 144. Rule 144 contains five conditions, although the applicability of some of these conditions will depend on the circumstances of the sale:

1. Current Public Information. Current information about the Corporation must be publicly available at the time of the sale. The Corporation’s periodic reports, so long as they are timely filed with the SEC, ordinarily satisfy this requirement.

• Holding Period. Restricted securities must be held and fully paid for by the seller for a period of six months prior to sale. The holding period requirement, however, does not apply to securities held by affiliates that were acquired either in the open market or in public offering of securities registered under the 1933 Act. In some cases, such as those involving gifts or bequests, the holding period of another person can be “tacked” to the seller’s holding period for computation purposes.

• Volume Limitations. The amount of securities which can be sold during any three-month period cannot exceed the greater of (i) one percent of the outstanding shares of the class, or (ii) the average weekly reported trading volume for shares of the class during the four calendar weeks preceding the sale.

• Manner of Sale. All sales must be made through a broker or directly with a market maker.

• Notice of Sale. The seller must file a Form 144 notice of each proposed sale with the SEC at the time the order to sell is placed with the broker, if the aggregate amount to be sold during the three-month period exceeds 5,000 shares or involves aggregate sale proceeds greater than $50,000.

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Exception to Rule. The foregoing conditions do not have to be complied with by holders of restricted securities who have held (and fully paid for) their restricted shares for at least one year and who were not affiliates during the three months preceding the sale under the rule.

Treatment of Gifts. Bona fide gifts are not deemed to involve sales of stock, so they can be made at any time without limitation on the amount of the gift. Donees who receive restricted securities from an affiliate generally will be subject to the same restrictions under Rule 144 that would have applied to the donor for a period of up to six months from the date originally acquired by the donor, depending on the circumstances.

• PRIVATE SALES

Directors and officers also may acquire or dispose of securities in a private transaction. It is recommended that you consult with securities counsel prior to engaging in any private transactions of the Corporation’s securities.

• RESTRICTIONS ON PURCHASES OF COMPANY SECURITIES

In order to prevent trading on the basis of nonpublic material information and market manipulation, the SEC has adopted certain rules, including Rules 10b-5 and 10b-18, under the Securities Exchange Act of 1934 (the “ Exchange Act).

A Rule 10b5-1 trading plan is a written plan for trading securities that satisfies the conditions of Rule 10b5-1(c). Any person executing pre-planned transactions under a Rule 10b5-1 plan that was entered into in good faith at a time when the person was unaware of material nonpublic information has an affirmative defense against accusations of insider trading, even if the actual trades made under the plan are executed at a time when the person may be aware of material nonpublic information that would otherwise subject that person to liability under Section 10(b) of the Exchange Act or Rule 10b-5. As required by Rule 10b5-1, a person may enter into a trading plan only when the person is not in possession of material nonpublic information. In addition, a person may not enter into a trading plan during a blackout period, and the Rule contains specified “cooling off” periods before purchases or sales under a 10b5-1 trading plan can commence after adoption or amendment. The trading plan should specify the dates, prices and amounts of the contemplated trades, or establish a formula for determining such dates, prices and amounts. Because of the complexities and the disclosure and other requirements relating to 10b5-1 plans, a person desiring to implement a trading plan under Rule 10b5-1 is required to consult in advance with the Chief Executive Officer, the Chief Financial Officer, or the Chief Accounting Officer.

Rule 10b-18 and other SEC regulations set forth guidelines for purchases of the Corporation’s stock by the Corporation or its affiliates while a stock repurchase program is occurring or while the Corporation is engaged in a distribution of securities (e.g., a public offering). Compliance with these guidelines provides a “safe harbor” from a stock manipulation charge. You should consult with the Chief Executive Officer, the Chief Financial Officer, or the Chief Accounting Officer in advance if you desire to make purchases of the Corporation’s stock during any period that the Corporation is engaged in a distribution of securities or an ongoing stock repurchase program.

The SEC adopted rules to implement Section 306(a) of the Sarbanes-Oxley Act (Regulation BTR). Regulation BTR became effective March 31, 2003. In addition to the trading prohibitions and remedies set forth above, the rules specify the content and timing of a notice that issuers must provide to their directors and executive officers, and to the SEC by filing a current report on Form 8-K, about a blackout period.

The trading restrictions set forth in this Policy generally do not apply to certain types of transactions. Some of these exempted transactions include:

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 acquisitions of equity securities using reinvested dividends under dividend reinvestment plans;

• the grant of options from an approved incentive plan, such as the QNB Corp. 2015 Stock Incentive Plan;

 acquisitions or dispositions of equity securities involving a bona fide gift or a transfer by will or the laws of descent and distribution;

 purchases or sales of equity securities, other than discretionary transactions, pursuant to certain "tax-conditioned" plans, such as the QNB 2016 Employee Stock Purchase Plan; and

 increases or decreases in the number of equity securities held as a result of a stock split or stock dividend.

In addition, directors and executive officers are prohibited from purchasing or selling securities of the Corporation or QNB Bank during any “blackout period” pertaining to an individual account retirement plan of the Corporation (e.g., a 401(k) plan). A “blackout period” will occur under this paragraph whenever not fewer than 50% of the plan participants are prohibited from engaging in transactions involving the securities of the Corporation or QNB Bank under the plan for any period of more than three consecutive business days. Directors and executive officers will be notified of any blackout period occurring under this Policy.

• DISGORGEMENT OF PROFITS ON SHORT-SWING TRANSACTIONS

Section 16 of the Exchange Act applies to directors and executive officers (and their immediate family members) of the Corporation and to any person owning more than ten percent of any registered class of the Corporation’s equity securities. It is intended to deter such persons (collectively referred to below as “insiders”) from misusing confidential information about their companies for personal trading gain. The general effect of Section 16 is to restrict the trading activities of insiders with respect to the securities of their companies by requiring public disclosure under Section 16(a) of their trades, permitting the recovery under Section 16(b) of any profits realized by them on certain transactions, and prohibiting them under Section 16(c) from engaging in short sales. The methods employed by Section 16 are separately discussed below.

Recovery of Short-Swing Profits. Under Section 16(b), any profit realized by an insider on a “short-swing” matching transaction (i.e., a purchase and sale, or sale and purchase, of the Corporation’s equity securities within a period of less than six months) must be disgorged to the Corporation upon demand by the Corporation or a stockholder acting on its behalf. By law, the Corporation cannot waive or release any claim it may have under Section 16(b), or enter into an enforceable agreement to provide indemnification for amounts recovered under the section.

Strict Liability Provision. Liability under Section 16(b) is imposed in a mechanical fashion without regard to whether the insider intended to violate the section. Possession of material nonpublic information is not a prerequisite for liability under 16(b). Good faith, therefore, is not a defense. All that is necessary for a successful claim is to show that the insider realized profits on a short-swing transaction. When computing recoverable profits on multiple purchases and sales within a six-month period, the courts maximize the recovery by matching the lowest purchase price with the highest sale price, the next lowest purchase price with the next highest sale price, and so on. The use of this method makes it possible for an insider to sustain a new loss on a series of transactions while having recoverable profits.

Broad Application. The terms “purchase” and “sale” are construed under Section 16(b) to cover a broad range of transactions, including acquisitions and dispositions in tender offers and certain corporate

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reorganizations. Moreover, purchases and sales by an insider may be matched with transactions by any person (such as certain family members) whose securities are deemed to be beneficially owned by the insider.

Limitations on Liability. The SEC has mitigated the impact of Section 16(b) in some situations by providing exemptions from liability (such as those for transactions under certain employee benefit plans). Further, the courts have indicated that it is permissible for insiders to structure their transactions to avoid the application of Section 16(b). We suggest that before engaging in any transaction involving the Corporation’s equity securities, directors and executive officers consult with the Corporation’s Chief Executive Officer or Chief Financial Officer to discuss the potential applicability of Section 16(b).

• PROHIBITION ON SHORT SALES

Under Section 16(c), insiders are prohibited from effecting “short sales” of the Corporation’s equity securities. A “short sale” is one involving securities that the seller does not own at the time of sale, or if owned, are not delivered within 20 days after the sale or deposited in the mail or other usual channels of transportation within five days after the sale.

• HEDGING AND PLEDGING POLICY

Hedging and Monetization Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Corporation’s securities. Such hedging and monetization transactions may permit an employee, officer or director to continue to own the securities of the Corporation obtained through Corporation’s benefit plans or otherwise, but without the full risks and rewards of ownership.

The Corporation’s employees, officers and directors may not engage in any hedging or monetization transactions with respect to the Corporation’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Corporation’s securities. Further, the Corporation’s employees, officers and directors should not engage in in short-term or speculative transactions in the Corporation’s securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct by the Corporation’s employees, officers or directors.

Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in the Corporation’s securities, employees, officers and directors are prohibited from holding the Corporation’s securities in a margin account or otherwise pledging the Corporation’s securities as collateral for a loan. Pledges of Corporation Securities arising from certain types of hedging transactions are governed by this Policy’s prohibition on hedging transactions, as described above.

An exception to this prohibition may be granted where a person covered by this Policy wishes to pledge the Corporation’s securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person seeking an exception from this policy must submit a request for pre-approval to the Chief Executive Officer or the Chief Financial Officer prior to the contemplated transaction and the person should be advised that any

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sale of stock by the pledgee will be deemed a sale by the pledgor for purposes of the short-swing profit recovery provisions of Section 16 of the Exchange Act, and the prohibition on insider trading in Rule 10b-5 under the Exchange Act.

• MAINTENANCE OF CONFIDENTIALITY OF NONPUBLIC INFORMATION OBTAINED FROM CUSTOMERS

All personnel are expected to maintain the confidentiality of nonpublic information received by the Corporation in its business dealings or otherwise. Disclosure of such information to persons outside the Corporation, whether or not in the form of a recommendation to purchase or sell the securities of the Corporation or the securities of any other publicly traded company with respect to which the Corporation has nonpublic information, is prohibited. You should not discuss confidential information within the hearing range of outsiders, including friends and relatives. It is particularly important to exercise care and refrain from discussing nonpublic information in public places, such as elevators, trains, taxis, airplanes, lavatories, restaurants, and other places where the discussions might be overheard.

• DISCLOSURE OF TRANSACTIONS INVOLVING MANAGEMENT, DIRECTORS AND PRINCIPAL STOCKHOLDERS

Section 16 of the Exchange Act, as amended by Sarbanes-Oxley requires officers, directors and beneficial owners of 10% or more of a class of an issuer’s equity securities (“insiders”) to file electronically a statement of any changes in ownership of the issuer’s equity securities (Form 4), including as a result of sales back to the issuer, disclosing the insider’s purchases or sales two business days following the day on which the transaction has been executed. These reports will be posted to the Corporation’s website no later than the end of the business day following the day they are filed with the SEC.

To facilitate the reporting, all transactions must receive pre-clearance by the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer. (please email qnbaccounting@qnbbank.com prior to transaction). All Section 16 filers must obtain powers of attorney to permit company personnel to sign and submit Section 16 reports on behalf of the reporting persons. Management and the Board of Directors will determine which officers are “reporting persons”.

• OBLIGATION TO REPORT VIOLATIONS

The improper use or unauthorized disclosure of material nonpublic information and/or breaches of this Policy can inflict great damage upon the Corporation and its employees. Therefore, it is the obligation of every employee who becomes aware of the improper use or disclosure of material nonpublic information or material breaches of this Policy to promptly communicate the relevant facts to the Chief Executive Officer, Chief Financial Officer, Compliance Officer, Chief Accounting Officer, or to counsel.

• OTHER

All questions relating to this policy should be addressed to the Bank’s Chief Executive Officer or Chief Financial Officer.

Approved Board of Directors: November 25, 2025

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ACKNOWLEDGEMENT AND AGREEMENT

The undersigned hereby acknowledges receipt of the Corporation’s “Policy and Procedures Governing Trading in Securities and Confidentiality of Inside Information.”

The undersigned has read and understands such policy and agrees to be governed by such policy at all times in connection with the purchase and sale of securities and the confidentiality of nonpublic information.

Date:________________________________ _____________________________

(Signature)

_____________________________

(Print name)

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EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

100% Voting Securities Owned by Registrant

1) QNB Bank – chartered in the Commonwealth of Pennsylvania

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-230602), and Form S-8 (Nos. 333-256486 and 333-206134) of QNB Corp. and subsidiary of our report dated March 16, 2026, relating to the consolidated financial statements which appears in the annual report on Form 10-K for the year ended December 31, 2025.

/s/ Baker Tilly US, LLP

Allentown, PA

March 16, 2026

EX-31.1

Exhibit 31.1

CERTIFICATION

I, David W. Freeman, certify that:

1.   I have reviewed this annual report on Form 10-K of QNB Corp.
   

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
   

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report.
   

4.   The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures \(as defined in Exchange Act Rules 13a-15\(e\) and 15d-15\(e\)\) and internal controls over financial reporting \(as defined in Exchange Act Rules 13a-15\(f\) and 15d-15\(f\)\) for the Registrant and have:
   

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.   The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors \(or persons performing the equivalent function\):
   

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: March 16, 2026	By:	/s/ David W. Freeman
		David W. Freeman
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jeffrey Lehocky, certify that:

1.   I have reviewed this annual report on Form 10-K of QNB Corp.
   

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
   

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report.
   

4.   The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures \(as defined in Exchange Act Rules 13a-15\(e\) and 15d-15\(e\)\) and internal controls over financial reporting \(as defined in Exchange Act Rules 13a-15\(f\) and 15d-15\(f\)\) for the Registrant and have:
   

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.   The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors \(or persons performing the equivalent function\):
   

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: March 16, 2026	By:	/s/ Jeffrey Lehocky
		Jeffrey Lehocky
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of QNB Corp. (the Company) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission (the Report), I, David W. Freeman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: March 16, 2026	By:	/s/ David W. Freeman
		David W. Freeman
		Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of QNB Corp. (the Company) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission (the Report), I, Jeffrey Lehocky, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: March 16, 2026	By:	/s/ Jeffrey Lehocky
		Jeffrey Lehocky
		Chief Financial Officer