8-K/A: Ballston Spa Bancorp Completes NBC Bancorp Merger

Ballston Spa Bancorp, Inc. finalized its merger with NBC Bancorp, Inc. on April 1, 2026, and filed required pro forma financial information.

Summary

• Ballston Spa Bancorp, Inc. completed its merger with NBC Bancorp, Inc. on April 1, 2026.
• NBC shareholders received 0.8065 shares of Ballston Spa common stock for each share of NBC common stock held.
• The filing provides audited historical financial statements for NBC for 2024 and 2025.
• Unaudited pro forma combined financial information as of and for the year ended December 31, 2025, is included to illustrate the impact of the merger.
• The pro forma combined entity shows total assets of approximately $1.36 billion and total deposits of approximately $1.16 billion after adjustments.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-positive development; while the merger provides strategic growth and scale, the significant one-time costs and the need for a capital raise via debt issuance introduce short-term financial pressure.

Positives

• Successful completion of the strategic merger with NBC Bancorp, Inc.
• NBC's 2025 net income was $1.08 million, demonstrating profitability prior to the merger.
• The combined entity benefits from expanded scale and market presence in the Capital Region of New York.
• NBC's 2025 comprehensive income was $4.52 million, bolstered by unrealized holding gains on securities.

Negatives

• NBC reported merger-related expenses of $444,727 in 2025.
• NBC's net income declined from $1.22 million in 2024 to $1.08 million in 2025.
• The combined entity faces significant one-time merger-related charges estimated at $4.3 million for Ballston Spa and $649,000 for NBC.
• NBC's total loans decreased from $388.1 million in 2024 to $366.4 million in 2025.

Risks

• Integration risks associated with merging personnel, systems, and operations.
• Potential for actual cost savings and revenue enhancements to differ from management's expectations.
• Interest rate risk affecting the value of debt securities and net interest income.
• Credit risk within the loan portfolio, particularly regarding commercial real estate concentrations.
• Regulatory risks and the requirement to maintain adequate capital levels.

Future Outlook

The filing does not provide specific forward-looking guidance on future earnings, but notes that the pro forma information is illustrative and not indicative of future results. Management expects to realize cost savings from the merger, though there is no assurance these will be achieved on the anticipated schedule.

Management Comments

• The pro forma financial information is presented for informational purposes only and does not purport to represent actual results of operations that would have been achieved had the companies been combined.
• There is no assurance that anticipated cost savings from merging personnel, benefit plans, premises, equipment, computer systems, and service contracts will be realized.

Industry Context

StockSavvy.ai notes that this merger is consistent with the ongoing trend of consolidation among community banks in the U.S. to achieve economies of scale, improve operational efficiency, and better compete in a challenging interest rate environment.

Comparison to Industry Standards

• The merger follows standard acquisition accounting practices under U.S. GAAP.
• The capital ratios of the combined entity are expected to remain within regulatory 'well-capitalized' guidelines.
• The use of pro forma financial statements is standard practice for significant business combinations to provide transparency to shareholders.

Related Party Transactions

• The Bank leases land and a building from a company owned by a board member.
• NBC held deposits for related parties totaling approximately $4.2 million at December 31, 2025.

Stakeholder Impact

• Shareholders of NBC received Ballston Spa common stock.
• Customers of both banks will be integrated into a single combined institution.
• Employees may be impacted by the consolidation of operations and cost-saving initiatives.

Next Steps

• Finalize purchase price allocation based on the merger date.
• Execute integration of operations, systems, and personnel.
• Realize anticipated cost savings and revenue enhancements.

Key Dates

Recommendation

The merger is a significant strategic event that expands the company's footprint, but the immediate impact of merger-related expenses and the issuance of new debt to bolster capital suggest a period of integration and potential earnings volatility, warranting a hold position until the benefits of the merger are realized.

Keywords

merger, banking, acquisition, financial statements, pro forma, Ballston Spa Bancorp, NBC Bancorp, New York banking