Form 8-K QNB CORP. For: May 13

UNITED STATESPRIVATE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 13, 2026

QNB Corp.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices, including zip code)

(215) 538-5600

(Registrant's telephone number, including area code)

Not Applicable

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

The following exhibits are filed herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.