Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc. Announce Completion of Transformational Strategic Merger

Date: April 1, 2026
Locations: Ballston Spa, NY and Coxsackie, NY

Key Highlights for Investors

• Completion of Merger: Ballston Spa Bancorp, Inc. (OTCQX: BSPA), the holding company for Ballston Spa National Bank, and NBC Bancorp, Inc. (OTCID: NCXS), the holding company for The National Bank of Coxsackie, have finalized their previously announced strategic merger.
• Exchange Ratio and Ownership Structure: Each outstanding share of NBC common stock has been converted into the right to receive 0.8065 shares of BSNB, with cash paid for fractional shares. Following the transaction, legacy BSNB shareholders now own approximately 66% of the combined company, while former NBC shareholders own approximately 34%.
• Leadership and Board Changes: John A. Balli, former President and CEO of NBC, becomes Senior Executive Leader of the combined bank. Caitlin McCrea, NBC’s former SVP and Chief Financial Officer, has been appointed SVP of Finance and Reporting. Four former NBC directors (Aaron P. Flach, Carl A. Florio, Donald G. Persico, Joseph H. Warren) have joined the board of BSNB.
• Strategic Rationale: The merger creates a stronger financial services company with increased scale, lending limits, a more robust branch network, and enhanced local decision-making capabilities. The combined entity aims to deliver superior service to customers in the Capital Region and surrounding areas.
• Operational Footprint and Financials: The combined bank now operates 21 full-service branches across Albany, Greene, Saratoga, and Schoharie Counties in New York State, with total assets of approximately \$1.3 billion.
• Recent Capital Raise: BSNB recently closed a \$26 million subordinated debt issue, with most proceeds supporting the merged entity’s business and operations.
• Shareholder Approvals: Both companies received shareholder approval for the merger on March 23, 2026.

Details and Commentary

The completion of the merger between Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc. marks a significant milestone in the New York regional banking sector. This strategic transaction, first announced on September 24, 2025, solidifies the combined company’s position as a leading community banking franchise in the Capital Region.

According to the terms of the merger, NBC shareholders have received 0.8065 shares of BSNB for each NBC share held, with cash provided for any fractional shares. The resulting ownership structure gives BSNB legacy shareholders a controlling 66% stake, while former NBC shareholders maintain a substantial 34% interest in the newly enlarged company.

The leadership integration is also notable: John A. Balli, who previously led NBC as its President and CEO, steps into the role of Senior Executive Leader for the combined organization. Caitlin McCrea, formerly NBC’s SVP and CFO, will play a crucial role in overseeing finance and reporting functions. The addition of four NBC directors to the BSNB board further strengthens the governance and continuity for the combined entity.

BSNB President and CEO Christopher R. Dowd emphasized that the merger enhances the bank’s ability to serve customers with greater scale, capacity, and talent. He highlighted the expanded lending limits, broader branch network, and continued local decision-making as competitive advantages. John Balli echoed these sentiments, expressing optimism about the combined bank’s momentum and its impact in the region.

The combined institution now boasts an extensive branch footprint with 21 full-service locations and approximately \$1.3 billion in total assets. This expanded scale positions the bank to effectively compete and grow in its markets.

On the capital side, BSNB’s recent \$26 million subordinated debt issuance provides additional financial flexibility and supports the integration and growth initiatives of the combined bank.

Potential Impact on Shareholders and Share Price

• Ownership Realignment: The new ownership split may influence the valuation of BSNB shares, as former NBC shareholders now hold a significant minority stake.
• Synergy Realization and Cost Savings: Shareholders should monitor the bank’s ability to deliver on promised synergies, cost savings, and other financial benefits, as underperformance or delays could impact share value.
• Capital Strength: The successful capital raise enhances the merged company’s balance sheet and should be viewed positively by the market.
• Leadership and Board Composition: The integration of NBC’s management and directors into key roles could provide stability and continuity but also warrants attention to cultural and operational integration risks.
• Forward-Looking Risks: Investors should be aware of integration risks, potential customer attrition, macroeconomic factors (such as inflation and interest rates), and regulatory changes that could affect the bank’s future performance.

Advisors

• Griffin Financial Group LLC served as exclusive financial advisor to BSNB
• Luse Gorman served as counsel to BSNB
• Brean Capital LLC served as exclusive financial advisor to NCXS
• Pillar + Aught served as counsel to NCXS

Contacts for Further Information

• Media: Pamela J. Montpelier, Senior Vice President, Growth and Experience Officer, Ballston Spa National Bank
  Phone: (518) 363-8634
  Email: [email protected]
• Investor Relations: James Dodd, Executive Vice President, Chief Financial Officer, Ballston Spa National Bank
  Phone: (518) 363-8651
  Email: [email protected]

Disclaimer: This article contains forward-looking statements based on current information, expectations, and assumptions that are subject to risks and uncertainties. Actual results may differ materially due to various factors, including but not limited to integration challenges, market conditions, regulatory changes, or other unforeseen events. Investors are advised to conduct their own due diligence and consult financial advisors before making investment decisions. Neither the author nor this publication undertakes any obligation to update or revise forward-looking statements.

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