BALLSTON SPA NATIONAL BANK AND THE NATIONAL BANK OF COXSACKIE ANNOUNCE STRATEGIC COMBINATION

BALLSTON SPA & COXSACKIE — Ballston Spa Bancorp, Inc. (OTCPK: BSPA), holding company for Ballston Spa National Bank (collectively “BSNB”), and NBC Bancorp, Inc. (OTCPK: NCXS), holding company for The National Bank of Coxsackie (collectively “NBC”), today jointly announced a strategic merger of equals whereby the banks will combine forces and create a $1.3 billion community bank serving the greater Capital District and surrounding markets.  The combined bank will conduct business under the BSNB charter, with the NBC locations known as “Coxsackie Bank, a division of Ballston Spa National Bank.”

The combined company's Board of Directors will consist of nine directors from BSNB and four directors from NBC. Richard P. Sleasman, the current Chairman of BSNB’s Board of Directors, will serve as Chairperson of the Board of the combined company and the combined bank.

Christopher R. Dowd, the current President and CEO of BSNB, will serve as Chief Executive Officer, and John A. Balli, the current President and CEO of NBC, will become President of the combined bank. James Dodd, current EVP and Chief Financial Officer of BSNB, and Jim Conroy, EVP and Chief Banking Officer of BSNB, will remain in their current positions. Caitlin McCrea, SVP and Chief Financial Officer of NBC, will become SVP of Finance and Treasurer for the combined bank.

“In addition to the elevated presence in our communities, the combined company will have a larger market capitalization, greater lending limit and increased visibility and liquidity, unlocking value for both sets of shareholders,” stated Christopher R. Dowd, President and CEO of BSNB. “Consumers and businesses in the Capital Region have a demonstrated need for personalized service, greater flexibility and diversity in products. Together, we can address those needs faster and more effectively.”  

Benefits of the Merger 

The combination of BSNB and NBC creates a stronger, more competitive bank with the scale to grow and agility to respond to community needs. Expanding into new counties gives the combined institution the ability to deepen its regional presence and impact, and positions the bank to better innovate, compete and deliver lasting value to customers and the communities it serves.

By merging BSNB’s and NBC’s experience and resources, the bank is increasing lending capacity while keeping decisions local. Customers will have access to a wider network of branches and surcharge-free ATMs while also benefiting from more digital tools and financial products and solutions tailored to every stage of their lives. All of which will be delivered by people with a shared commitment to unparalleled customer service

“Both our banks have similar cultures, values and philosophies,” noted John A. Balli, President and CEO of NBC. “Joining forces will expand our combined footprint, create a larger, more competitive institution in the Capital Region and open the door to new opportunities for lending, investment and community partnerships.” 

Transaction Details

In a stock-for-stock exchange, NBC shareholders will receive 0.8065 shares of BSNB stock for each share of NBC stock in a tax-free exchange. BSNB shareholders will own approximately 66% of the combined company and NBC shareholders will own 34%, equal to each company’s contribution of tangible book value to the combined entity. Based on the current stock price of BSNB of $68.21 per share, the total transaction value is approximately $26.0 million. BSNB intends to raise approximately $20 million of subordinated debt prior to closing of the transaction, in order to provide additional capital to fund growth opportunities for the bank in its markets.

The Boards of Directors of both companies have unanimously approved the transaction, and all board members from both sides have agreed to vote their shares in favor of the merger. Completion of the merger is subject to customary closing conditions, including approval of the banking agencies and shareholders of both companies, and closing is expected to occur in the second quarter of 2026. The combined holding company will be known as Ballston Spa Bancorp, Inc. and trade under its existing symbol of BSPA. Ballston Spa Bancorp, Inc. currently trades on OTCPK and intends to apply to be quoted on the OTCQX in anticipation of closing.

Griffin Financial Group, LLC, served as exclusive financial advisor to BSNB and rendered a fairness opinion to its Board of Directors, while Luse Gorman, PC served as legal counsel to BSNB. Janney Montgomery Scott, LLC served as exclusive financial advisor to NBC and rendered a fairness opinion to its Board of Directors, and Pillar + Aught served as legal counsel to NBC.

Investor Presentation

The companies have created an investor presentation with summary financial metrics and assumptions about the transaction which is available on both companies’ websites, at www.bsnb.com for BSNB and https://investors.nbcoxsackie.com for NBC.