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): March 24, 2025


NBT BANCORP INC.
(Exact name of registrant as specified in its charter)

Delaware
000-14703
16-1268674
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

52 South Broad Street
Norwich, New York 13815
(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (607) 337-2265

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:

☐
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 class
  
Trading Symbol
  
Name of exchange on which registered
Common Stock, par value $0.01 per share
  
NBTB
  
NASDAQ
 
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Scott A. Kingsley Supplemental Retirement Agreement

On May 24, 2025, NBT Bancorp Inc. (the “Company”) entered into an amendment to the NBT Bancorp Inc. Supplemental Executive Retirement Plan Supplemental Retirement Agreement for Scott Kingsley, dated May 21, 2024 (the “SERP Amendment”). Pursuant to the terms of the SERP Amendment, the annual Pay Based Credits for Mr. Kingsley are increased by $500,000 such that the total annual Company-provided retirement contributions to Mr. Kingsley is not less than $1,000,000 effective beginning with the 2025 Plan Year.

The foregoing description of the SERP Amendment is not complete and is qualified in its entirety by reference to the SERP Amendment, copy of which is filed as Exhibit 10.1 and the terms of which are incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
  
Description
 
Amendment to NBT Bancorp Inc. Supplemental Executive Retirement Plan Supplemental Retirement Agreement for Scott A. Kingsley, dated March 24, 2025, between NBT Bancorp Inc. and Scott A. Kingsley
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

 
NBT BANCORP INC.
     
Date: March 24, 2025
By:
/s/ Annette L. Burns
  
   
Annette L. Burns
   
Executive Vice President and Chief Financial Officer


Exhibit 10.1
Amendment to
NBT Bancorp Inc. Supplemental Executive Retirement Plan
Supplemental Retirement Agreement for Scott A. Kingsley

The NBT Bancorp Inc. Supplemental Executive Retirement Plan, effective as of December 19, 2016, with respect to the supplemental retirement agreement between NBT Bancorp Inc. and Scott A. Kingsley, effective as of May 21, 2024, is amended by the parties effective January 1, 2025 as follows:

A new Section 4.3 of the Supplemental Executive Retirement Plan is added as follows:

4.3
Notwithstanding, the minimum Pay-Based Credit attributable to Sections 4.1(a) or 4.2(a) as applicable shall not be less than $1,000,000 minus the annual Pay-Based Credit attributable to Sections 4.1(b) or 4.2(b) as applicable and minus the annual discretionary and matching contributions under the Basic 401(k)/ESOP as provided for in Section 5.1 disregarding the limitations described therein (that is, the gross contribution amounts before offset for qualified plan contributions).

NBT BANCORP INC.
  
   
By:
/s/ Martin A. Dietrich
Date:
 3/24/2025
Martin A. Dietrich
  
Chairman of the Board
  

By:
/s/ Annette L. Burns
Date:
 3/24/2025
Annette L. Burns
  
Chief Financial Officer