1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the accounts of QNB Corp. and its wholly-owned subsidiary, QNB Bank (the “Bank”). The consolidated entity is referred to herein as “QNB” or the “Company”. All significant intercompany accounts and transactions are eliminated in the consolidated financial statements.

These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in QNB's 2025 Annual Report incorporated in the Form 10-K. Operating results for the three-month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The unaudited consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of operations for the period and are of a normal and recurring nature.

Tabular information, other than share and per share data, is presented in thousands of dollars.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from such estimates.

QNB has evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2026 for items that should potentially be recognized or disclosed in these consolidated financial statements and has not identified any subsequent event except as follows:

On April 1, 2026, pursuant to the Agreement and Plan of Merger, dated as of September 23, 2025, between QNB and The Victory Bancorp, Inc. (Victory), Victory merged with and into the QNB with the QNB continuing as the surviving corporation and Victory's wholly owned banking subsidiary, The Victory Bank, merged with and into the Bank with the Bank continuing as the surviving corporation. The purchase price was $47,106,000.

On April 13, 2026, Visa, Inc. commenced a second exchange offer for all of its outstanding shares of Class B-2 common stock for a combination of Class B-3 and Class C common shares. The exchange offer is optional for current Class B-2 holders and expires at 11:59 p.m. on May 8, 2026. QNB has elected to participate in the exchange offer and has submitted the required exchange documents, including a required make-whole agreement pursuant to which participating Class B-2 stockholders agree to reimburse Visa for future obligations relating to certain litigation which, but for participation in the exchange offer, would have otherwise been the responsibility of the Class B-2 stockholder as a result of its ownership of the Class B-2 common stock. QNB currently holds 3,251 Class B-2 common shares with a cost basis of $0. Upon acceptance by Visa, Inc. of QNB's submitted documents, QNB expects to receive 1,625 shares of Class B-3 common shares and 612 Class C shares. After a required holding period, the Class C shares are convertible into Class A shares, and, at that time, the Class C shares would become marketable and unrestricted. QNB expects to record a unrealized gain on the Class C shares in the second quarter of 2026 and a reserve of the make-whole agreement.