NB Bancorp, Inc 8-K, filed Dec 27, 2023
NB Bancorp, Inc. (NBBK)
8-K
2023-12-27
For: 2023-12-27
View Original
Added on
April 12, 2026
About this 8-K
NB Bancorp, Inc filed this 8-K on December 27, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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 27, 2023
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction)
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: ()
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 ☒
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 27, 2023, NB Bancorp, Inc. (the “Company”), the holding company for Needham Bank (the “Bank”), issued a
press release announcing that the Company completed its initial public offering in connection with the mutual to stock conversion of NB Financial, MHC, the Bank’s former
mutual holding company parent, effective 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 27, 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
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Cover Page Interactive Data File (Embedded within Inline XBRL document)
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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.
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NB BANCORP, INC.
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DATE: December 27, 2023
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By:
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/s/ Joseph Campanelli
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Joseph Campanelli
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President and Chief Executive Officer
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EXHIBIT 99
FOR IMMEDIATE RELEASE
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Contact:
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Karen Marryat
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SVP/Chief Marketing Officer
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Telephone:
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(781) 474-5460
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NB Bancorp, Inc. Completes Initial Public Offering
Needham, Massachusetts, December 27, 2023. NB Bancorp, Inc. (the “Company”), the holding company
of Needham Bank, announced today that it has completed its initial public offering in connection with the conversion of NB Financial, MHC from the mutual holding company to the stock holding company form of organization. Both the stock
offering and the conversion are effective following the close of business today. The Company’s common stock is expected to begin trading on the Nasdaq Capital
Market under the trading symbol “NBBK” on December 28, 2023.
In the offering, the Company sold 40,997,500 shares of the Company’s common stock at a price of $10.00 per share. The Company also
contributed 1,708,229 shares of common stock and $2.0 million in cash to Needham Bank Charitable Foundation, Inc. As previously disclosed, 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.
Persons wishing to confirm their stock allocations may contact
the Stock Information Center at (844) 305-2265, which will be open Monday through Friday, from 10:00 a.m. to 4:00 p.m., Eastern Time, except on bank holidays.
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.
About NB Bancorp, Inc. and Needham Bank
NB Bancorp is the registered bank holding company of Needham
Bank. Needham Bank is headquartered in Needham, Massachusetts, which is approximately 17 miles southwest of Boston’s financial district. Known as the “Builder’s Bank,” Needham Bank has been helping individuals, businesses and non-profits
build for their futures since 1892. Needham Bank offers an array of tech-forward products and services that businesses and consumers use to manage their financial needs. We have the financial expertise typically found at much larger institutions and
the local knowledge and commitment you can only find at a community bank. For more information, please visit https://NeedhamBank.com. Needham Bank is a member of
FDIC and DIF.
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 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.