NBT Bancorp Inc. Files 8-K for Other Events

TL;DR

NBT Bancorp filed an 8-K for 'Other Events' - details TBD.

AI Summary

NBT Bancorp Inc. filed an 8-K on December 13, 2024, reporting "Other Events." The filing does not contain specific details about the nature of these events, dollar amounts, or involved parties beyond the company itself.

Why It Matters

This filing indicates that NBT Bancorp Inc. has reported significant events to the SEC, but the lack of detail requires further investigation to understand the implications.

Risk Assessment

Risk Level: medium — The filing is for 'Other Events' without specific details, creating uncertainty about potential impacts.

Key Players & Entities

• NBT BANCORP INC (company) — Registrant
• 0000790359 (company) — Central Index Key
• 16-1268674 (company) — IRS Employer Identification No.
• 52 South Broad Street Norwich, New York 13815 (company) — Principal executive offices address

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, Par Value $0.01 Per Share NBTB The NASDAQ Stock Mar

Filing Documents

• ef20039973_8k.htm (8-K) — 599KB
• 0001140361-24-049470.txt ( ) — 754KB
• nbtb-20241213.xsd (EX-101.SCH) — 4KB
• nbtb-20241213_lab.xml (EX-101.LAB) — 21KB
• nbtb-20241213_pre.xml (EX-101.PRE) — 16KB
• ef20039973_8k_htm.xml (XML) — 4KB

01

Item 8.01 Other Events As previously disclosed, on September 9, 2024, Evans Bancorp, Inc. ("Evans") and its wholly-owned subsidiary, Evans Bank, National Association ("Evans Bank"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with NBT Bancorp Inc. ("NBT") and NBT Bank, National Association ("NBT Bank"), pursuant to which Evans will merge with and into NBT, with NBT as the surviving entity (the "Merger"). In connection with the proposed Merger, NBT filed with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4, as amended, containing a prospectus of NBT, and Evans filed a definitive proxy statement with the SEC, each dated November 7, 2024 (collectively, the "proxy statement/prospectus"), which Evans first mailed to its shareholders on or about November 14, 2024 . Following the announcement of the Merger Agreement, between October 30, 2024 and December 9, 2024, Evans received a total of eight demand letters from counsel representing purported shareholders of Evans (collectively, the "Demand Letters") and is aware of two complaints, James Jones v. Evans Bancorp, Inc. et al., Index No. 659506/2024, filed in the Supreme Court of New York, County of New York, on December 3, 2024, and Ryan Smith v. Evans Bancorp, Inc. et al. , Index No. 659452/2024, filed in the Supreme Court of New York, County of New York, on December 5, 2024 (together, the "Complaints"). The Demand Letters and Complaints allege, among other things, that Evans and/or its directors caused a materially incomplete and misleading proxy statement relating to the Merger to be filed with the SEC in violation of Section 14(a) and Section 20(b) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder. Evans and NBT believe that the allegations in the Demand Letters and the Complaints are without merit, that the disclosures in the proxy statement/prospectus comply fully with applicable laws, and that supplementa

Forward Looking Statements

Forward Looking Statements This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about Evans and NBT and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding Evans's or NBT's business combination, future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to Evans or NBT, are forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should" and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) the businesses of Evans and NBT may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the shareholders of Evans may fail to approve the merger; (6) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (7) diversion of management's attention from ongoing business operations and opportunities;

SIGNATURES

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. NBT Bancorp Inc. December 13, 2024 By: /s/ Annette L. Burns Annette L. Burns Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR