SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 2325, 2026

BALLSTON SPA BANCORP, INC.

(Exact name of registrant as specified in its charter)

New York		333-291808		74-2245601
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

990 State Route 67, Ballston Spa, New York	12020
	990 State Route 67, Ballston Spa, NY	12020
~~(Address of Principal Executive Offices)~~	(~~Zip~~Address ~~Code~~of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (518) 363-8199

Not Applicable

(Former name or former address, if changed since last report)

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:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $12.50 per share		BSPA		OTCQX

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 ☒x

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. ☐ ¨

Item 51.~~07 Submission~~01 ofEntry ~~Matters~~into to a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

On March 2325, 2026, Ballston Spa Bancorp, Inc. (the “Company”) entered ~~held~~into aSubordinated ~~Special~~Note ~~Meeting~~Purchase ofAgreements ~~Shareholders~~ (collectively, the “~~Special~~Subordinated ~~Meeting~~Note Purchase Agreements”). Atwith ~~the~~certain qualified ~~close~~institutional ofbuyers ~~business~~and ~~on the~~institutional ~~record~~accredited ~~date~~investors ~~for~~(collectively, the ~~Special~~“Subordinated ~~Meeting,~~Note ~~there~~Purchasers”) ~~were~~pursuant to awhich ~~total~~the ofCompany ~~742,663~~issued ~~shares~~$26.0 ofmillion ~~Company~~in ~~common~~aggregate ~~stock~~principal ~~outstanding~~amount ~~and~~of ~~entitled~~its 7.375% Fixed-to-Floating ~~vote~~Rate atSubordinated Notes due 2036 (the ~~Special~~“Subordinated ~~Meeting.~~Notes”) Atat ~~the~~a ~~Special~~price ~~Meeting,~~equal ~~599,126~~to ~~shares~~100% of ~~common~~the ~~stock~~principal ~~were~~amount. ~~represented,~~The ~~therefore~~Subordinated aNote ~~quorum was~~Purchase ~~present.~~Agreements Atinclude customary ~~the~~representations, ~~Special Meeting~~warranties, ~~the~~and ~~Company’s~~covenants. ~~shareholders~~The ~~voted~~representations, ~~on one proposal~~warranties, asand ~~more~~covenants ~~specifically~~contained ~~described~~ in the ~~joint~~Subordinated ~~proxy~~Note Purchase ~~statement/prospectus~~Agreements were made only for purposes of the ~~Company~~Subordinated ~~and~~Note ~~NBC~~Purchase ~~Bancorp,~~Agreements ~~Inc.~~and ~~(“NBC”),~~as ~~dated~~of ~~January~~specific 30dates, ~~2026~~were (solely for the ~~“joint~~benefit ~~proxy statement/prospectus”). Set~~of ~~forth~~the ~~below~~parties ~~are~~to the ~~final~~Subordinated ~~results~~Note Purchase Agreements, and are not representations of ~~shareholder~~factual ~~votes~~information ~~for~~to ~~all~~investors about ~~proposals~~the Company or its subsidiaries.

~~Proposal~~The 1Subordinated –Notes ~~Merger~~were ~~Proposal~~offered and sold by the Company to the Subordinated Note Purchasers in a private placement transaction 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.

AThe ~~proposal~~Subordinated toNotes ~~approve~~mature ~~the~~on ~~Agreement~~April 1, 2036 and ~~Plan~~bear ofinterest ~~Merger~~at a ~~dated~~fixed asannual rate of ~~September 23~~7.375%, ~~2025~~payable quarterly in arrears, ~~between~~to ~~Ballston~~but ~~Spa~~excluding ~~Bancorp~~April 1, ~~Inc~~2031. From and ~~NBC~~including ~~Bancorp,~~April ~~Inc.~~1, ~~pursuant~~ 2031 to ~~which~~but ~~NBC~~excluding the maturity date or early redemption date, the interest rate will ~~merge~~reset ~~with~~quarterly ~~and~~to ~~into~~an interest rate per annum initially equal to the then-current ~~Company~~three-month Secured Overnight Financing Rate plus 378 basis points, ~~with~~payable ~~the~~quarterly in arrears. The Company asis entitled to redeem the ~~surviving~~Subordinated ~~entity~~Notes, ~~was~~in ~~approved~~whole byor in part, any time on or after April 1, 2031 and to redeem the ~~requisite~~Subordinated ~~two-thirds~~Notes ofat ~~all~~any time ~~outstanding~~in ~~shares~~whole upon certain other events. Any redemption of the ~~Company~~Subordinated ~~entitled~~Notes towill ~~vote~~be onsubject ~~the~~to ~~proposal,~~prior asregulatory ~~indicated~~approval ~~below:~~to the extent required.

For		Against		Abstain		Broker Non-Votes
593,057		745		5,324		—

The Subordinated Notes are not subject to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, 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.

AThe ~~vote~~form onof Subordinated Note Purchase Agreement and the ~~adjournment~~form ~~proposal~~of Subordinated Note are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the ~~Special~~Subordinated ~~Meeting~~Note ~~was~~Purchase Agreement and the Subordinated Notes are not ~~necessary~~complete ~~because~~and are qualified in their entirety by reference to the ~~Company’s~~complete ~~shareholders~~text ~~approved~~of the ~~merger~~relevant ~~proposal~~exhibits to this Current Report on Form 8-K.

Item 82.~~01 Other~~03 ~~Events~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~In addition, on March 23, 2026, NBC held a special meeting of its shareholders for the purpose of approving the merger agreement.~~ The ~~proposal~~information ~~was~~set ~~approved by~~forth ~~NBC’s shareholders. On March 23, 2026, the Company~~ and ~~NBC~~incorporated ~~issued~~by areference ~~joint~~in ~~press~~Item ~~release announcing their respective shareholders had approved the merger agreement and announcing the anticipated closing date of their merger, subject to the~~1.01 ~~satisfaction~~ of ~~customary closing conditions. A copy of the press release is attached as Exhibit 99.1 to~~ this Current Report on Form 8-K ~~and~~ is incorporated ~~herein~~ by reference into this Item 2.03.

~~Forward-Looking~~Item ~~Statements~~7.01 Regulation FD Disclosure

~~This~~On ~~document~~March ~~contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about BSNB or NBC’s beliefs~~25, ~~plans~~2026, ~~strategies,~~the ~~predictions,~~Company ~~forecasts,~~issued objectives, intentions, assumptions or expectations are not historical facts and may be forward-looking. Forward-looking statements are often, but not always, identified by such words as "believe," "expect," "anticipate," "can," "could," "may," "predict," "potential," "intend," "outlook," "estimate," "forecast," "project," "should," "will," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which may change over time. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a ~~result~~press ofrelease aannouncing ~~variety of factors, many of which are beyond~~ the ~~control of BSNB and NBC. Such statements are based upon the current beliefs and expectations of the management of BSNB and NBC and are subject to significant risks and uncertainties~~ ~~outside~~completion of the ~~control~~offering of the ~~parties.~~Subordinated Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the reaction to the transaction of the companies' customersNotes, ~~employees~~a ~~and~~copy ~~counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits~~ of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite shareholder approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with BSNB’s and NBC's respective businesses, customers, borrowings, repayment, investment, and deposit practices; general economic conditions, either nationally or in the market areas in which ~~BSNB~~is ~~and~~furnished ~~NBC~~herewith ~~operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks. Any forward-looking statement speaks only~~ as ~~of the date on which it is made, and BSNB and~~Exhibit 99.1.

~~NBC~~The ~~undertake~~information nocontained ~~obligation~~in tothis ~~update~~Item ~~any~~7.01 ~~forward-looking~~and ~~statement,~~Exhibit 99.1 ~~whether~~shall not tobe ~~reflect~~deemed ~~events~~to orbe ~~circumstances~~“filed” ~~after~~for the ~~date~~purposes onof ~~which~~Section 18 of the ~~statement~~Securities ~~is made~~Exchange Act of 1934, toas ~~reflect~~amended ~~new~~(the ~~information~~“Exchange Act”), or otherwise subject to the ~~occurrence~~liabilities of ~~unanticipated~~such ~~events~~section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or ~~otherwise~~the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
Exhibit	Description
99		Joint Press Release dated March 23, 2026
4.1	Form of Subordinated Note (incorporated by reference to Exhibit A-1 and Exhibit A-2 to Exhibit 10.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.1	Form of Subordinated Note Purchase Agreement
99.1	Press Release, dated March 25, 2026
104	Cover page Interactive Data File (embedded within the Inline XBRL document).

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, hereunto duly authorized.

		BALLSTON SPA BANCORP, INC.
DATE: March 23, 2026	By:	/s/ Christopher Dowd
DATE: March 25, 2026	By:	/s/ Christopher Dowd
		Christopher Dowd
		President and Chief Executive Officer

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