Ballston Spa Bancorp, Inc. 8-K

What Happened
Ballston Spa Bancorp, Inc. announced on April 1, 2026 (effective 12:01 a.m.) that it completed its previously announced merger with NBC Bancorp, Inc. Under the merger, each share of NBC common stock was converted into the right to receive 0.8065 shares of Ballston Spa Bancorp common stock (cash paid for fractional shares). At the bank level, The National Bank of Coxsackie (NBC’s bank subsidiary) merged into Ballston Spa National Bank, with Ballston Spa National Bank as the surviving bank.

Key Details

• Exchange ratio: 0.8065 shares of Ballston Spa Bancorp common stock per share of NBC common stock; fractional shares paid in cash.
• Assumed subordinated debt: Company assumed NBC’s junior subordinated notes: $5.0 million fixed-to-floating due June 30, 2030, and $4.55 million floating-rate due September 1, 2033. Indentures will be furnished to the SEC upon request.
• Board and governance: Ballston Spa’s board increased to 13 directors; four NBC‑designated directors joined (Aaron P. Flach, Carl A. Florio, Donald G. Persico, Joseph H. Warren). NBC designees had not yet been assigned to board committees at the Effective Time.
• Executive appointments and agreements: John Balli (formerly NBC President & CEO) becomes President of Ballston Spa Bancorp and Senior Executive Leader of Ballston Spa National Bank — employment agreement effective at closing with an initial base salary of $350,000 and a 280G net‑best benefit. Caitlin McCrea (formerly NBC SVP & CFO) becomes Senior VP of Finance and Treasurer and has a change‑in‑control agreement providing potential lump‑sum severance equal to two times compensation. Christopher Dowd, James Dodd and James Conroy had employment/change‑in‑control agreements amended to specify that the merger does not itself constitute a change in control.

Why It Matters
The filing confirms completion of a transformational merger that expands Ballston Spa’s footprint, leadership team and board composition. Investors should note the company assumed NBC’s subordinated debt (specific amounts and maturities disclosed), which affects consolidated liabilities and future cash‑flow obligations. New executive agreements and board additions set governance and compensation terms going forward; amendments clarifying that the merger is not a change in control affect potential future severance/change‑in‑control triggers. A press release was furnished with the 8‑K.