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

NB BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
  
001-41899
  
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:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share
  
NBBK
  
The Nasdaq Stock Market LLC


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


 99

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 27, 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. 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.