UNITED STATES

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): December 21, 2023

NB BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	333-272567	93-2560883
(State or Other Jurisdiction)	(Commission File No.)	(I.R.S. Employer
of Incorporation)		Identification No.)

1063 Great Plain Avenue, Needham, Massachusetts		02492
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 444-2100

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 (see General Instruction A.2. below):

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: None

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 8.01

Other Events.

On December 21, 2023, NB Bancorp, Inc. (the “Company”), the proposed holding company for Needham Bank (the “Bank”), issued a press release announcing that the proposed mutual to stock conversion of NB Financial, MHC, the Bank’s mutual holding company, and the Company’s related initial public offering is expected to close on December 27, 2023. The Company’s common stock is expected to be listed and traded on the Nasdaq Capital Market under the symbol “NBBK” beginning on December 28, 2023. For further information, reference is made to the press release dated December 21, 2023, which is attached hereto as Exhibit 99 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

99		Press Release dated December 21, 2023
104		Cover Page Interactive Data File (Embedded within 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.

		NB BANCORP, INC.


DATE: December 21, 2023	By:	/s/ Joseph Campanelli
		Joseph Campanelli
		President and Chief Executive Officer

Exhibit 99

FOR IMMEDIATE RELEASE

	Contact:	Karen Marryat
		SVP/ Chief Marketing Officer
	Telephone:	(781) 474-5460

NB Bancorp, Inc. Announces Expected Conversion Closing Date

and Stock Offering Results

Needham, Massachusetts, December 21, 2023. NB Bancorp, Inc. (the “Company”), the proposed holding company for Needham Bank (the “Bank”), announced today that it has received all required regulatory approvals for the mutual to stock conversion (the “Conversion”) of NB Financial, MHC (the “MHC”) from the mutual holding company to the stock holding company form of organization and the related stock offering by the Company. The depositors of the Bank approved the Conversion and the related establishment and funding of Needham Bank Charitable Foundation, Inc. (the “Foundation”) at a Special Meeting of Depositors held on July 26, 2023.

The closing of the Conversion and the Company’s related stock offering are expected to occur on December 27, 2023, subject to customary closing conditions, at which time the Company will become the holding company of the Bank. The shares of the Company’s common stock sold in the offering are expected to begin trading on the Nasdaq Capital Market on December 28, 2023 under the symbol “NBBK.”

In addition, the Company announced that in the subscription offering that ended on November 14, 2023, the Company received orders in excess of the adjusted maximum of the offering range. Accordingly, 40,997,500 shares of the Company’s common stock are expected to be sold in the offering at a price of $10.00 per share. The Company will also contribute 1,708,229 shares of common stock and $2.0 million in cash to the Foundation. Additionally, Needham Bank’s employee stock ownership plan intends to purchase up to 8.0% of the Company’s outstanding shares of common stock. Accordingly, the employee stock ownership plan intends to purchase up to 3,416,458 shares of Company common stock in the open market.

The offering was oversubscribed by eligible account holders of the Bank who had a first tier priority (those depositors having a qualifying deposit as of March 31, 2022) in the subscription offering. Accordingly, shares will be allocated to valid orders received from those subscribers in accordance with the Plan of Conversion, as described in the Prospectus. Any other orders received in the subscription offering will not be filled. Persons wishing to confirm their stock allocations may contact the Stock Information Center at (844) 305-2265, which will be open from 10:00 a.m. to 4:00 p.m., Eastern Time, beginning on December 22, 2023.

The Company’s transfer agent, Continental Stock Transfer & Trust Company, expects to mail Direct Registration Statements reflecting the shares purchased in the stock offering, a check for any interest due on funds submitted and, if any subscription was not filled in full, any refund due on or about December 27, 2023.

Luse Gorman, PC is acting as legal counsel to the Company and the Bank. Piper Sandler & Co. has acted as marketing agent for the Company in connection with the offering, and Goodwin Procter LLP has acted as legal counsel to Piper Sandler & Co. in the offering.

1063 Great Plain Avenue | Needham, MA 02492

Legal Disclosures

The shares of common stock are not savings accounts or savings deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Disclosures Concerning Forward-Looking Statements

This press release contains certain forward-looking statements about the Conversion and offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may”. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in closing the Conversion and offering; possible unforeseen delays in delivering Direct Registration Statements or refund and interest checks; and/or delays in the start of trading due to market disruptions or otherwise.

1063 Great Plain Avenue | Needham, MA 02492