Form 4: NBT Bancorp Director Kowalczyk Acquires Shares Under Incentive Plan

Director Andrew S. Kowalczyk III acquired 1,032 shares of NBT Bancorp Inc. common stock and 1,187.614 units of phantom stock under the company's 2024 Omnibus Incentive Plan and Deferred Compensation Plan.

Summary

• On May 20, 2025, Andrew S. Kowalczyk III, a director of NBT Bancorp Inc., acquired 1,032 shares of common stock.
• The acquisition was made under the NBT Bancorp Inc. 2024 Omnibus Incentive Plan.
• Each outside director receives an annual retainer in the form of restricted stock units that vest in one year.
• Kowalczyk also acquired 1,187.614 units of phantom stock under the Deferred Compensation Plan.
• Each share of phantom stock is deemed invested in one share of NBT Bancorp Inc. common stock.
• Following the transaction, Kowalczyk directly owns 12,475.135 shares of NBT Bancorp Inc. common stock and 6,393.218 units of phantom stock.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to director compensation, indicating a stable and well-managed company. The sentiment is neutral to slightly positive.

Positives

• The acquisition of shares by a director signals confidence in the company's future performance.
• The use of the 2024 Omnibus Incentive Plan aligns director compensation with shareholder value.

Future Outlook

The document does not contain specific forward-looking statements, but the ongoing incentive plan suggests continued alignment of director interests with company performance.

Industry Context

Director stock ownership is a common practice in the banking industry to align management and shareholder interests. Incentive plans like the NBT Bancorp Inc. 2024 Omnibus Incentive Plan are typical for attracting and retaining qualified board members.

Comparison to Industry Standards

• Many regional banks use similar stock-based compensation plans for their directors.
• Comparing NBT Bancorp's director compensation structure to peers like Community Bank System Inc. (CBU) or Chemung Financial Corp (CHMG) would provide a benchmark for assessing its competitiveness.
• The vesting period of one year for restricted stock units is fairly standard in the industry.

Stakeholder Impact

• The stock acquisition aligns director interests with shareholders, potentially leading to better corporate governance and decision-making.
• Employees may view director stock ownership positively, as it signals confidence in the company's future.

Key Dates

Keywords

NBT Bancorp, Director, Stock Acquisition, Incentive Plan, Phantom Stock, Deferred Compensation, NBTB