SEC Form DEF 14A filed by NBT Bancorp Inc.

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NBT Bancorp Inc. (“NBT” or “the Company”) will hold an annual meeting of stockholders on May 19, 2026 at 11:00 a.m. EDT (the “Annual Meeting”). You can attend the 2026 Annual Meeting online and vote your shares electronically. The Annual Meeting will be virtual and conducted through the online means described below.

The Annual Meeting is being held for the following purposes:

We have fixed the close of business on March 23, 2026 as the record date for determining those stockholders of NBT entitled to vote at the Annual Meeting and any adjournments or postponements of the meeting. Only holders of record of NBT common stock at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors of

NBT Bancorp Inc.

/s/ Martin A. Dietrich

Martin A. Dietrich

Chairman of the Board of Directors

Norwich, New York

April 6, 2026

Important Notice regarding the Internet availability of Proxy Materials for the Annual Meeting to be held on May 19, 2026 – The proxy statement and 2025 Annual Report are available free of charge at www.nbtbancorp.com/bn/annual-reports.html. Your vote is very important. We urge all stockholders to vote on the matters listed above and described in the proxy statement as soon as possible, whether or not they plan to attend the virtual Annual Meeting.

This proxy statement and accompanying proxy card are furnished to the stockholders of NBT Bancorp Inc. (“NBT” or the “Company”) in connection with the solicitation of proxies on behalf of the board of directors of the Company (the “Board”) to be used at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). This proxy statement, together with the enclosed proxy card, is being provided to stockholders on or about April 6, 2026.

NBT will host a virtual Annual Meeting. You may attend the webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/NBTB2026 when you enter your 16-digit control number included with the Notice of Internet Availability or proxy card. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted on www.virtualshareholdermeeting.com/NBTB2026. You will be able to vote your shares by following the instructions on the website. You may visit www.proxyvote.com at any time prior to the Annual Meeting to ask questions of our executive management that may be addressed in the Annual Meeting and to access information about the Company.

The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet or WiFi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Annual Meeting.

At our Annual Meeting, our stockholders will be asked to consider and vote upon the following proposals:

We may take action on the above matters at our Annual Meeting on May 19, 2026, or on any later date to which the Annual Meeting is postponed or adjourned.

We are unaware of other matters to be voted on at our Annual Meeting. If other matters do properly come before our Annual Meeting, including consideration of a motion to adjourn the Annual Meeting to another time and/or place for the purpose of soliciting additional proxies, we intend that the persons named in this proxy will vote the shares represented by the proxies on such matters as determined by a majority of our Board.

We have set March 23, 2026 as the record date to determine which of our stockholders will be entitled to vote at our Annual Meeting. Only those stockholders who held their shares of record as of the close of business on that date will be entitled to receive notice of and to vote at our Annual Meeting. As of March 23, 2026, there were 52,009,646 outstanding shares of our common stock held by holders of record. Each of our stockholders on the record date is entitled to one vote per share.

The presence of at least a majority of the total number of issued and outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum for the transaction of business.

Assuming the presence of a quorum at the Annual Meeting, the voting requirements for the matters presented are as follows:

Our Board urges our stockholders to vote via the Internet, by telephone or by completing, dating and signing the accompanying proxy card and returning it promptly in the enclosed postage-paid envelope.

If you abstain from voting on any of the proposals, you will still be considered present at the virtual Annual Meeting for purposes of determining a quorum. Abstentions will have no effect on the outcome of the election of directors. For the purpose of the Say-on-Pay Proposal and the ratification of the appointment of our independent registered public accounting firm, abstentions will have the effect of a vote against the proposal.

Broker non-votes are proxies received from brokers or other nominees holding shares on behalf of their clients who have not been given specific voting instructions from their clients with respect to non-routine matters. Brokers who hold their customers’ shares in “street name” may, under the applicable rules of the exchange and other self-regulatory organizations of which the brokers are members, sign and submit proxies for such shares and may vote such shares on “routine” matters. Proposals 1 and 2 are considered “non-routine” and Proposal 3 is considered “routine” under the applicable rules. Broker non-votes will not be counted as a vote cast or entitled to vote on any matter presented at the Annual Meeting and will therefore have no effect on the outcome of the voting on any matter presented at the Annual Meeting.

Our Board is soliciting proxies from our stockholders. When you deliver a valid proxy, the shares represented by that proxy will be voted by a named agent in accordance with your instructions.

If you are a stockholder and vote by proxy but make no specification on your proxy card that you have otherwise properly executed, the named persons will vote the shares represented by your proxy:

If any other matters are properly brought before the Annual Meeting, the persons named in the proxy will vote the shares represented by such proxy or such matters as determined by a majority of the board of directors.

If you are a stockholder whose shares are registered in your name, you may vote your shares by using one of the following methods:

Via the Internet. If you hold NBT common stock in your own name and not through a broker or other nominee, you can vote your shares of NBT common stock electronically via the Internet. Internet voting procedures are designed to authenticate stockholders by using the individual control number on your proxy card. If you vote via the Internet, you do not need to return your proxy card.

Mail. To grant your proxy by mail, please complete your proxy card and sign, date and return it in the enclosed envelope. To be valid, a returned proxy card must be signed and dated.

Telephone. If you hold NBT common stock in your own name and not through a broker or other nominee, you can vote your shares of NBT common stock by telephone by dialing the toll-free telephone number 1-800-690-6903. Telephone voting is available 24 hours a day until 11:59 p.m. Eastern Time on May 18, 2026 for shares held directly and by 11:59 p.m. Eastern Time on May 14, 2026 for shares held in a 401(k) or other employee benefit plan that allows participants to invest and hold NBT common stock. Telephone voting procedures are designed to authenticate stockholders by using the individual control number on your proxy card. If you vote by telephone, you do not need to return your proxy card.

If your shares are registered in the name of a bank or brokerage firm you will receive instructions from your holder of record that must be followed in order for the record holder to vote the shares per your instructions. Many banks and brokerage firms have a process for their beneficial holders to provide instructions over the telephone or via the Internet.

Any NBT stockholder of record giving a proxy may revoke the proxy in one or more of the following ways:

You must send any written notice of revocation or subsequent proxy to NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815, Attention: M. Randolph Sparks, Corporate Secretary. Any later-dated proxy submitted by telephone or via the Internet must be submitted prior to 11:59 p.m. Eastern Time on May 18, 2026 for shares held directly and by 11:59 p.m. Eastern Time on May 14, 2026 for shares held in a 401(k) or other employee benefit plan that allows participants to invest and hold NBT common stock.

If you hold shares through a bank or brokerage firm, you must contact that firm to revoke any prior voting instructions.

We will bear our own costs of soliciting proxies. We will reimburse brokerage houses, fiduciaries, nominees and others for their out-of-pocket expenses in forwarding proxy materials to owners of shares of our common stock held in their names. In addition to the solicitation of proxies by use of the mail, we may solicit proxies from our stockholders by directors, officers and employees acting on our behalf in person or by telephone, facsimile or other appropriate means of communications. We will not pay any additional compensation, except for reimbursement of reasonable out-of-pocket expenses, to our directors, officers and employees in connection with the solicitation. You may direct any questions or requests for assistance regarding this proxy statement to M. Randolph Sparks, Corporate Secretary, by telephone at (607) 337-6141 or by email at [email protected].

A copy of our 2025 Annual Report accompanies this proxy statement. NBT is required to file an annual report on Form 10-K for its 2025 fiscal year with the U.S. Securities and Exchange Commission (“SEC”). Stockholders may obtain, free of charge, a copy of the Form 10-K by writing to: NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815, Attention: M. Randolph Sparks, Corporate Secretary. Our annual report on Form 10-K is available on our website www.nbtbancorp.com.

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE BY TELEPHONE, VIA THE INTERNET USING THE INTERNET ADDRESS ON YOUR PROXY CARD, OR BY COMPLETING, SIGNING, DATING AND PROMPTLY RETURNING THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

Certain terms that we use in the accompanying proxy statement have particular meanings, as set forth below.

The Company elects all directors annually. Therefore, all twelve directors are standing for election at the 2026 Annual Meeting.

The persons named in the enclosed proxy intend to vote the shares of our common stock represented by each proxy properly executed and returned to us FOR the election of the aforementioned nominees as directors, but if the nominees should be unable to serve, they will vote such proxies for those substitute nominees as our Board shall designate to replace those nominees who are unable to serve. Our Board currently believes that each nominee will stand for election and will serve if elected as a director. Assuming the presence of a quorum at the Annual Meeting, in order for each of the twelve director nominees to be elected, more votes must be cast FOR the director nominee than AGAINST (Proposal 1). A director who fails to receive more votes FOR his or her election than AGAINST will tender his or her resignation to the Board of Directors for consideration, and our Nominating and Corporate Governance Committee will recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will consider the recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results.

Information regarding the nominees is provided below. Each biography contains information regarding each person’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experience, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that such person should serve as a director at the time of filing of this proxy statement. Unless otherwise stated, each individual has held his or her current occupation for the last five years. The age indicated in each director’s biography is as of December 31, 2025. There are no family relationships among the directors or executives. All nominees are or will also become members of the board of directors of NBT Bank, N.A. (“NBT Bank”).

The Board of Directors unanimously recommends that stockholders vote “FOR” the election of all of its director nominees.

The Corporate Governance and Nominating Committee considers how a candidate’s viewpoints, experience, skills, background and other demographics could assist the Board in light of the Board’s composition at the time. The Board believes that each director contributes to overall efficacy by providing a variety of personal and professional experiences and backgrounds. As shown below, the current directors and nominees reflect the Board’s continued effort to ensure a variety of gender, age, race, geographical background and experience.

The following summarizes the demographics, independence, age, tenure and the identified experience and skills of our Board of Directors as of April 6, 2026.

 

 

The following table sets forth information, as of February 27, 2026, with respect to the beneficial ownership of the Company’s Common Stock by: (1) each director and nominee; (2) each NEO; and (3) all executive officers and directors as a group. Except as otherwise indicated, each of the stockholders named below effectively exercises sole, or shared with spouse, voting and investment power with respect to the outstanding shares of Common Stock beneficially owned. As of February 27, 2026, the Company had 51,998,790 outstanding shares of common stock.

The following table sets forth information as of February 27, 2026, except as indicated below, with respect to the beneficial ownership of common stock by any person or group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) who is known to the Company to be the beneficial owner of more than five percent of the common stock. As of February 27, 2026, the Company had 51,998,790 outstanding shares of common stock.

Our directors and executive officers must, under Section 16(a) of the Exchange Act, file certain reports of their initial ownership of our common stock and of changes in beneficial ownership of such stock. Based solely on a review of reports submitted to NBT, or written representations from reporting persons that all reportable transactions were reported, the Company believes that during the fiscal year ended December 31, 2025 all Section 16(a) filing requirements applicable to NBT’s officers and directors were complied with on a timely basis.

The business and affairs of the Company are managed under the direction of the Board. Members of the Board are kept informed of the Company’s business through discussions with the Company’s executive officers by reviewing materials provided to them and by participating in meetings and strategic planning sessions of the Board and its committees. The Board has adopted corporate governance practices and policies which the Board and senior management believe promote sound and effective corporate governance.

Based on a review of the directors’ responses to questions regarding employment and compensation history, affiliations and family and other relationships, and on individual discussions with directors, the Board has determined that all directors, excluding Kingsley, Cantele, Nasca and Watt, meet the standards of independence set forth by The Nasdaq Stock Market LLC (“Nasdaq”). In making this determination, the Board considered transactions and relationships between each director or his or her immediate family and the Company and its subsidiaries, including those reported under “Compensation Committee Interlocks and Insider Participation” and “Certain Relationships and Related Party Transactions” included herein. Kingsley is not independent because he is the current President and Chief Executive Officer of the Company. Cantele is not independent because he is the former Executive Vice President, Strategic Integration of the Company. Nasca is not independent because he is the former CEO of an acquired company. Watt is not independent because he is the former President and CEO of the Company.

The independent members of the Board meet at least twice annually in an executive session where the non-independent directors and management are excused. Lead Director Salanger chairs these executive sessions.

The Company has adopted a Code of Business Conduct and Ethics that applies to all employees, as well as each member of the Board. The Code of Business Conduct and Ethics is available at the Company’s website at https://www.nbtbancorp.com/bn/corporate-governance.html.

The Board maintains a process for stockholders to communicate with the Board. Stockholders wishing to communicate with the Board should send any communication to Corporate Secretary, NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815. Any such communication must state the name of the stockholder and the number of shares beneficially owned by the stockholder making the communication. The Corporate Secretary will forward such communication to the full Board or to any individual director or directors to whom the communication is directed unless the communication is unduly hostile, threatening, illegal or similarly inappropriate. At each Board meeting, a member of management presents a summary of all communications received since the last meeting, if applicable, that were not forwarded and makes those communications available on request.

The Board, together with the Audit Committee, the Risk Management Committee, the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee, coordinate with each other to provide enterprise-wide oversight of our management and handling of risk. These committees report regularly to the full Board on risk-related matters and provide the Board with insight about our management of strategic, credit, interest rate, liquidity, compliance, operational and reputational risks. In addition, at meetings of the Board and its committees, directors receive regular updates and reports from management regarding risk management practices, including credit quality, financial reporting, technology, internal controls, compliance, legal matters and asset liability and liquidity management, among other topics. Furthermore, current risk management issues are discussed regularly with the Board and its committees.

The Risk Management Committee consists of eight directors, of which five are independent directors, as follows: Salanger (Chair), Cantele, Delaney, Dietrich, Hoeller, Kingsley, Robinson and Watt. The primary purpose of the Risk Management Committee is to assist the Board in:

The Risk Management Committee charter outlines more specific duties and responsibilities of the committee.

The Board does not have a policy on whether the same person may serve as both the chief executive officer and chair of the board or, if the roles are separate, whether the chair should be selected from the non-employee directors. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. Currently, Kingsley serves as the Chief Executive Officer of the Company, while Dietrich serves as the Chair of the Board. The Board believes that this leadership structure best serves the Company at this time because it allows Kingsley to focus on the Company’s operations and strategy, while Dietrich, among other things, can provide leadership for the Board, set the agenda for meetings and enable other directors to raise issues and concerns for Board consideration without immediately involving the Chief Executive Officer or other management. The Board believes it currently benefits from having a director, who is also a former executive officer of the Company, as its Chair. Salanger serves as the Lead Director, providing an independent point of contact for the Board.

During 2025, the Board held seven meetings. Each incumbent director attended at least 75% of the aggregate of: (1) the total number of meetings of the Board held during the period that the individual served; and (2) the total number of meetings held by all committees of the Board on which the director served during the period that the individual served. In addition, as reflected in our Corporate Governance Guidelines, we have adopted a policy strongly encouraging directors to attend our Annual Meeting of stockholders. All directors attended the 2025 annual meeting of stockholders, and we expect that all directors will attend the 2026 Annual Meeting.

Our Board has a number of standing committees, including a Nominating and Corporate Governance Committee, Audit Committee, Compensation and Benefits Committee and Risk Management Committee. The Board has determined that all of the directors who serve on the Nominating and Corporate Governance Committee, Audit Committee and Compensation and Benefits Committee are independent for purposes of Nasdaq Rule 5605 and that the members of the Audit Committee are also “independent” for purposes of Section 10A(m)(3) of the Exchange Act. A table showing the members of each of these committees follows.

A description of each of these committees follows.

The Nominating and Corporate Governance Committee is responsible for determining the qualification of and nominating persons for election to the Board, including (if applicable) stockholder nominations that comply with the notice procedures set forth by SEC rules and the Company’s Bylaws. The Nominating and Corporate Governance Committee also formulates our corporate governance guidelines and functions to ensure successful development of management at the senior level and succession planning, as applicable. The Nominating and Corporate Governance Committee regularly evaluates our corporate governance process against current trends and provides recommendations to the Board. The Board has adopted a written charter for the Nominating and Corporate Governance Committee, a copy of which is available on the Company’s website at www.nbtbancorp.com/bn/corporate-governance.html. This committee met four times during 2025.

The Board believes that it should be comprised of directors who possess the highest personal and professional ethics, integrity and values, who shall have demonstrated exceptional ability and judgment and who shall be most effective in representing the long-term interests of the stockholders. When evaluating candidates for the Board, the Nominating and Corporate Governance Committee considers the candidate’s qualifications, experience and independence from management. In addition, in accordance with the Company’s Bylaws:

When seeking candidates for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management or others. The Nominating and Corporate Governance Committee also has the authority to retain any search firm to assist in the identification of director candidates. The Nominating and Corporate Governance Committee will review the qualifications and experience of each candidate. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate’s election.

The Company’s Bylaws also permit stockholders eligible to vote at the Annual Meeting to nominate director candidates, but only if such nominations are made pursuant to timely notice in writing to the President of NBT. To be timely, notice must be delivered to, or mailed to and received at, the principal executive offices of NBT at least 150 days prior to the one-year anniversary of the date immediately preceding the prior year’s annual meeting of stockholders. The Nominating and Corporate Governance Committee will consider candidates for director suggested by stockholders by applying the criteria for candidates described above and considering the additional information required by Article III, Section 4 of the Company’s Bylaws, which must be set forth in a stockholder’s notice of nomination. Article III, Section 4 of the Company’s Bylaws requires that the notice include: (1) as to each person whom the stockholder proposes to nominate for election as a director, (a) the name and address of such person and (b) the principal occupation or employment of such person; and (2) as to the stockholder giving notice (a) the name and address of such stockholder, (b) the number of shares of the Company that will be voted for the proposed nominee by such stockholder (including shares to be voted by proxy) and (c) the number of shares of the Company which are beneficially owned by such stockholder.

The Audit Committee represents our Board in fulfilling its statutory and fiduciary responsibilities for independent audits of NBT’s consolidated financial statements, including monitoring accounting and financial reporting practices and financial information distributed to stockholders and the general public. Directors on our Audit Committee meet the expanded independence requirements of audit committee members. In addition, our Board has determined that Hoeller is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K.

The Audit Committee met four times in 2025. Responsibilities and duties of this committee are discussed more fully in the Audit Committee Report herein and in the Audit Committee’s charter, which is available on the Company’s website at www.nbtbancorp.com/bn/corporate-governance.html.

All of the Company’s Compensation and Benefits Committee members are independent directors, as determined by the Board, and as such term is defined in the Nasdaq Rulebook as it applies to the Company.

The Compensation and Benefits Committee is responsible for the development, oversight and administration of the Company’s compensation program. The Compensation and Benefits Committee works closely with the Company’s CFO and the Chief Human Resources Officer to implement our compensation program. In addition, the Compensation and Benefits Committee engages in executive sessions without Company management present.

The Compensation and Benefits Committee regularly reviews our compensation practices and policies and recommends to the Board the compensation and benefits for the CEO, directors and the EMT, including the NEOs. In making compensation recommendations to the Board for the NEOs, the Compensation and Benefits Committee relies substantially on the recommendations of the CEO and, in the case of the CEO’s compensation, upon the recommendation of the Chair of the Board. The Compensation and Benefits Committee generally determines the compensation for the NEOs at its December meeting preceding the commencement of the fiscal year in which the compensation will be paid or earned, or in its January meeting of such fiscal year.

The CEO’s compensation reflects the Compensation and Benefits Committee’s evaluation of his performance measured against the following criteria: (1) implementation of the Company’s short and long-term strategies; (2) financial and operating performance; (3) succession planning and leadership development; (4) customer service; and (5) leadership in positioning the Company to meet the significant operational and regulatory challenges of the evolving financial services industry. The Compensation and Benefits Committee may use its discretion to deviate from or modify compensation policies and recommendations, but does so rarely, and typically only in unusual circumstances.

The Compensation and Benefits Committee also administers the Company’s Defined Benefit Pension Plan (“Pension Plan”), 401(k) & Employee Stock Ownership Plan (the “401(k) & ESOP”), the NBT Bancorp Inc. 2008 Omnibus Incentive Plan (the “2008 Plan”), the NBT Bancorp Inc. 2018 Omnibus Incentive Plan (the “2018 Plan,”) and the NBT Bancorp Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) collectively, the “Omnibus Plans”) and awards outstanding under prior equity plans. Pursuant to the terms of the Company’s 2024 Plan, which is the Company’s active equity plan, the Compensation and Benefits Committee may delegate its authority to grant awards to nonexecutive

officers under such plan to a member of the Board, and the Compensation and Benefits Committee has granted such authority, within certain defined limits, to Kingsley. A charter that reflects these responsibilities and delegated authority, which the Compensation and Benefits Committee and the Board periodically review and revise, governs the Compensation and Benefits Committee. A copy of the charter is available on the Company’s website at www.nbtbancorp.com/bn/corporate-governance.html. The Compensation and Benefits Committee met five times in 2025.

The Risk Management Committee was established in 2018 and oversees the Company’s risk management activities and the effectiveness of its ERM framework. The Risk Management Committee also reviews periodic reports related to the Company’s compliance program, as well as legal and regulatory matters. Additionally, the Risk Management Committee is responsible for oversight of operational risk, including information security, technology, fraud prevention, privacy, business continuity and disaster recovery, vendor management, data governance and insurance coverage.

Our Board recognizes our responsibility to all the Company’s stakeholders including stockholders, customers, communities and employees, and desires to drive our commitment to good corporate citizenship which is based on the principles of community banking that have guided us for over 165 years. The Board further believes that the Company’s reputation for integrity and corporate responsibility is fundamental and the following provides an outline of how we measure and communicate these values to stakeholders.

We are committed to strengthening the communities we serve through volunteerism and philanthropy, serving as a leader in our local communities. The Company is engaged in the communities where we do business and where our employees and directors live and work. We live out our core value of community involvement through investments of both money and the time of our employees.

Through our active contribution program, administered by market-based committees with representation from all lines of business, the Company contributed over $3 million in 2025. Our teams’ efforts to distribute philanthropic resources across our footprint ensure alignment with local needs and support for hundreds of organizations that provide health and human services and promote education, affordable housing, economic development, the arts and agriculture.

A consistent way the Company and our employees support our communities across our markets is through giving to United Way chapters in the form of corporate pledges and employee campaign contributions. In 2025, these commitments resulted in over $375,000 in funding for United Way chapters that provide resources to local organizations offering critical education, financial, food security and health services.

In addition to corporate financial support of community organizations and causes, employees are encouraged and empowered to volunteer and be a resource in their communities. They invest their financial and other expertise as board members and serve in roles where they offer direct support to those in need by engaging in all kinds of volunteer activities. In 2025, the Company’s employees reported 12,500 hours of volunteer service.

The NBT CEI-Boulos Impact Fund is a $10 million real estate equity investment fund with NBT Bank as the sole investor. The fund, launched in 2022, is designed to support individuals and communities with low- and moderate income through investments in high-impact, community supported, commercial real estate projects located within NBT Bank’s Community Reinvestment Act assessment areas in New York. A Social Impact Advisory Board was also appointed to review proposed investments based on each project’s social and environmental impact, alignment with community needs and community support. Areas of the fund’s targeted impact include: projects that support job creation; affordable and workforce housing; Main Street revitalization/historic preservation developments that do not contribute to displacement; developments that serve nonprofit organizations; and environmentally sustainable real estate developments.

In 2023, the NBT CEI-Boulos Impact Fund announced its first equity investment in The Flanigan Square Transformation Project that now provides affordable workforce housing and a grocery store in a historically

underinvested North Central neighborhood in Troy as part of an approximately $75 million socially impactful, environmentally conscious, transit-oriented and community informed master plan. The NBT CEI-Boulos Impact Fund made a $3.84 million equity investment for a majority ownership stake in two of the three components of the project. The Bargain Grocery opened in 2024, and 72 units of affordable and workforce housing are available with the opening of the Flanigan Square Lofts in 2025.

We are also committed to helping the individuals in our communities develop their financial health. The Company offers a comprehensive array of financial products and services for consumers and businesses with options that are beneficial to unbanked and underbanked individuals. Deposit accounts include low balance savings and checking options that feature minimal or no monthly service fees, provide assistance rebuilding positive deposit relationships, and assistance for those just starting a new banking relationship. The NBT iSelect Account was introduced in 2021 and has received certification for meeting the Bank On National Account Standards every year since its inception. Over 26,000 NBT iSelect Accounts have been opened since 2021. These accounts feature no monthly charges for maintenance, inactivity or dormancy, no overdraft fees and no minimum balance requirement. The Company’s modern digital banking platform incorporates ready access through online and mobile services to current credit score information and a personal financial management tool for budget and expense tracking.

The Company is committed to making homeownership accessible to individuals and families across the communities we serve. Our suite of home lending products includes innovative and flexible options, such as government guaranteed programs through the Federal Housing Administration, the USDA Rural Housing Program and the U.S. Department of Veterans Affairs. We offer a variety of in-house programs, including our Habitat for Humanity, Home in the City, Portfolio Housing Agency and Portfolio 97 programs. Our home lending team includes specialists dedicated to affordable housing initiatives, and we maintain longstanding partnerships with housing agencies across our footprint. These partners provide first-time homebuyer education as well as assistance with down payments and closing costs, helping ensure that more borrowers can achieve sustainable homeownership.

We believe that investing in our people is essential to sustaining a high-performing culture. We prioritize attracting, developing and retaining top talent recognizing that a positive employee experience is essential, especially in today’s competitive labor market.

We offer a comprehensive Total Rewards Program that supports the health, well-being and financial security of our employees while maintaining responsible cost management. This commitment is central to our Human Resource strategic pillars of positioning the Company as an employer of choice, aligning people strategies with business goals, and enhancing engagement and retention. This strategy includes enhanced benefits such as paid parental leave, flexible work arrangements, paid time off, retirement transition options and a robust Employee Assistance Program with expanded coverage and health resources.

Our incentive programs are designed to recognize contributions at all levels and motivate employees to achieve shared success, while incorporating strong risk management practices. By supporting overall well-being and rewarding performance, we create an environment where employees can thrive personally and professionally.

We recognize that employee engagement is essential to sustaining strong company performance. While our retention rate remains consistently strong, we continue to invest in strategies to motivate, connect and engage our employees. These include career planning conversations, ongoing coaching, goal setting, individual development plans and enhanced communications, all of which contribute to long-term satisfaction and growth. Our 2025 Employee Engagement Survey highlighted key themes such as culture, leadership, growth and development and communication. Building on these insights, in 2026, we will conduct pulse surveys to target specific areas we want to learn more about, assess progress and identify new opportunities. The results will guide pointed initiatives to strengthen engagement across the organization and provide clarity for business strategies, decision-making and corporate-led development programs. By listening to our employees and acting on their feedback, we ensure that engagement remains a cornerstone of our success.

Our top priority is to attract and retain exceptional talent by fostering continuous learning and internal career growth. Every employee has access to the LinkedIn Learning Library, offering thousands of courses in a concise, easily consumable format to help individuals build skills and achieve career aspirations. Today, 90% of our employees actively use this resource, demonstrating a strong commitment to personal development.

Beyond employee-driven development, we offer strategic programs designed to attract and grow top talent early in their careers and to accelerate the advancement of high potential and emerging leaders. These initiatives align with our succession planning objectives. The Management Development Program targets college seniors by offering accelerated career paths and executive mentoring. Our high potential leadership programs are tailored for professionals with prior experience and seasoned leaders with direct management responsibilities. These programs feature mentorship, coaching, 360-degree feedback, individual development plans, presentation skills training and increased visibility to senior leadership.

All programs are delivered through a blend of virtual and in-person learning environments, ensuring flexibility and accessibility. Our robust annual talent review and succession planning process, involving senior management and the Board, reinforces our commitment to leadership continuity and organizational strength. We feel that development is not just an initiative, it is a cornerstone of our culture, empowering employees to grow, lead and succeed.

We are dedicated to being a financial industry leader in corporate governance and business ethics. The Company’s Board is composed of individuals with diverse professional and business experience. All of our directors, other than Kingsley, Cantele, Nasca and Watt, are independent. They all share a commitment to fostering an effective risk environment coupled with a strong internal audit structure. Their unwavering commitment protects our clients, stockholders and reputation. Our Code of Ethics reflects the Company’s expectation for the conduct of our directors, officers and employees. Through recurring training and disclosures, as well as periodic communication related to specific topics, the Company maintains the highest level of ethical conduct.

Our Board believes that a fully engaged Board is a strategic asset of the Company, and that knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board regularly evaluates whether it collectively has the right mix of skills, experience, attributes and diverse viewpoints necessary for it to drive stockholder value. The results of this evaluation are used to help identify the desirable skills for potential Board nominees and to screen director candidates.

In addition to the foregoing commitments, our Board believes in strong governance practices, including:

Finally, our Board understands the importance of aligning compensation with performance. Our compensation philosophy and programs for executives are balanced and risk-appropriate, demonstrate long-term alignment with sustained performance and stockholder interests and provide a competitive and effective program to attract, motivate and retain the best talent.

In accordance with Nasdaq Listing Rule 5608, Section 10D of the Securities Exchange Act of 1934, as amended (the “Act”), and Rule 10D-1(b)(1) as promulgated under the Act, the Company adopted the NBT Bancorp Inc. Incentive Compensation Recovery Policy (the “Policy”) in November 2023, which states that, in the event that the Company is required to prepare an Accounting Restatement, subject to certain exceptions, the Company shall recover, reasonably promptly, the Excess Incentive Compensation received by any Covered Executive. The term “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to such financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. “Excess Incentive Compensation” means the amount by which the Incentive Compensation received by any Covered Executive exceeds the amount of Incentive Compensation that would have been received based on the restated financial results.

Incentive Compensation that is subject to recovery includes that which was received during the three completed fiscal years preceding the earlier of the date on which the Board or management concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or the date that the Company is compelled by a court, regulator, or other legally authorized body to prepare an Accounting Restatement. For the purposes of this policy “Covered Executive” includes the Company’s Chief Executive Officer, President, Chief Financial Officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function, any other officer of the Company or its subsidiaries who performs a policy-making function for the Company, any other person who performs similar policy-making functions for the Company, and any other employee of the Company or its subsidiaries who may from time to time be deemed subject to the policy. “Incentive Compensation” means any cash or equity compensation provided by the Company, its subsidiaries or its affiliates that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. A “financial reporting measure” is any measure that is determined in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, or the Company’s stock price and/or TSR.

The Company is not required to recover Excess Incentive Compensation if either the expense of recovery would exceed the recovery or recovery would cause a tax-qualified retirement plan maintained by the Company to lose its tax-qualification status. Recovery of Excess Incentive Compensation can be achieved by a variety of means, as determined by the Company, including direct reimbursement, forfeiture of awards, offsets against other payments, and forfeiture of deferred compensation (subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). If the Company cannot determine the amount of excess Incentive Compensation received by a Covered Executive directly from the information in the Accounting Restatement, then it shall make its determination based on its reasonable estimate of the effect of the Accounting Restatement. The Company is also prohibited from indemnifying any Covered Executive against or paying the premiums for any insurance policy to cover, any amounts recovered under this Policy or any expenses that a Covered Executive incurs in opposing recovery efforts undertaken pursuant to the Policy. The Policy is binding and enforceable against all Covered Executives and their successors, beneficiaries, heirs, executors, administrators, or other legal representatives. The Policy has been filed as Exhibit 97 to the Company’s Form 10-K for the year ended December 31, 2025.

In addition to the Incentive Compensation Recovery Policy, the Company adopted a Supplemental Incentive Compensation Recovery Policy (the “Supplemental Policy”) in November 2023. Capitalized terms used in the Supplemental Policy have the meaning assigned to such terms in the Policy. Pursuant to the Supplemental Policy, if the Company is required to prepare an Accounting Restatement as a result of misconduct with regard to any financial reporting requirement under the securities laws, the Company shall recover the Excess Incentive Compensation received by any employee not otherwise subject to the Policy who knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or was grossly negligent in failing to prevent the misconduct. Excess Incentive Compensation that is eligible for recovery under the policy is that received during the three completed fiscal years preceding the earlier of the date on which the Board or management concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or the date that the Company is compelled by a court, regulator, or other legally authorized body to prepare an Accounting Restatement.

In addition, the Company’s Compensation and Benefits Committee may specify in an award that a grantee’s rights, payments, and benefits with respect to the award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of the award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the grantee’s provision of services to the Company, violation of material Company policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the grantee, or other conduct by the grantee that is detrimental to the business or reputation of the Company. These provisions will generally be limited to a three-year look-back from the occurrence of the event that gives rise to the forfeiture.

NBT Bank has made loans to directors and executive officers in the ordinary course of business, on substantially the same terms, including interest rates and collateral where applicable, as those prevailing at the time for comparable transactions with borrowers who are not related to NBT Bank, and did not involve more than normal risk of collectability or present other unfavorable features.

During the period from January 1, 2025 through December 31, 2025, NBT Insurance Agency, LLC received $2,046,478 in commissions from New York Central Mutual Fire Insurance Company, of which Director V. Daniel Robinson II is the Chairman of the Board.

Pursuant to its Charter, the Audit Committee is responsible for reviewing potential conflict of interest situations. Pursuant to the Company’s Code of Business Conduct and Ethics, any transactions between the Company and a director, employee, or an immediate family member must adhere to the requirements set forth in Regulation O promulgated by the Board of Governors of the Federal Reserve System. The Company’s Loan Policy Manual covers Regulation O and states that no extension of credit or commitment to extend credit may be made to an insider unless it is made on substantially the same terms and conditions, including interest rates and collateral, as other comparable loans made to persons not affected by the policy and who are not employed by NBT Bank, and further, the loan may not involve more than normal risk of repayment. The policy also requires that loans made to insiders of more than $500,000 be pre-approved by the Board. A summary report of all insider loans outstanding and committed is also presented to the Board on a regular basis.

A compensation analysis, including a peer comparison, was completed in 2025. The goal of the study was to evaluate our director’s compensation against our peer group to ensure the Company’s compensation practices for our directors are consistent with those of banks of our size and in our similar markets. The analysis identified current trends and levels of director fees. The Board, based on the recommendation of the Compensation and Benefits Committee with input from its independent compensation consultant, authorized the following increase in 2025 director compensation to improve alignment with peers.

The peer group methodology used in the director compensation analysis was consistent with the Company’s methodology as outlined herein.

Set forth below is the fee schedule for non-employee directors as of December 31, 2025:

Director equity awards are granted in the form of restricted stock units pursuant to the 2024 Plan. Awards are granted following the annual meeting of stockholders and vest in full on the first anniversary of the grant date. Directors elected or appointed subsequent to the annual meeting receive a prorated equity award upon appointment.

This Compensation Discussion and Analysis (“CD&A”) provides an overview of the Company’s executive compensation philosophy, guiding principles, program structure, and explains the material factors that informed compensation decisions for our named executive officers (“NEOs”). It is prepared to provide our stockholders a clear and comprehensive picture of the Company’s executive compensation program and how each pay component works together to support our strategic objectives. It also outlines the role of the Compensation and Benefits Committee (the “Committee”) in evaluating market practices, assessing Company and individual performance, and applying judgment in determining 2025 pay decisions. By providing this context, we aim to illustrate the Committee’s disciplined approach and its rationale for specific decisions made during the year.

The following table sets forth certain information for the NEOs of the Company in 2025.

Biographical information regarding the NEOs is set forth below. Information regarding Kingsley can be found under the section Board Nominees for 2026.

Bank Executive. Mahoney earned her Bachelor’s degree in Business Administration and Marketing from Marist College. She is Co-Chair of the Regional Economic Council, a board member of Albany Medical Center, a trustee for the New York State Teacher’s Retirement System and a board member of New York State Bankers Association.

The Company has a strong pay-for-performance culture. Our executive compensation programs are designed to reward the NEOs for making decisions that drive consistent financial performance and create value for our stockholders. The Committee regularly reviews our executive compensation programs and refines them to reflect evolving business strategies, emerging market trends, and best practices. Our 2025 pay outcomes from the performance-based incentives exhibit our strong pay-for-performance culture.

The following highlights demonstrate the Company’s financial performance during 2025.

Below is a summary of key financial metrics and results for 2025.

The annual advisory vote on executive compensation (“Say-on-Pay”) was strongly endorsed at NBT’s 2025 annual meeting of stockholders, with 96.3% of stockholders voting in favor. The Committee considered the results of the prior Say-on-Pay vote and feedback from stockholders, including other factors discussed in this CD&A, when determining 2025 executive compensation.

Based on the results of the most recent non-binding stockholder advisory vote on the frequency of stockholder votes on executive compensation, the Committee and the Board determined that a stockholder advisory vote on executive compensation will take place every year, until and unless stockholders vote to hold such an advisory vote with a different frequency, at which time the Board will carefully consider the stockholder vote resulting from the proposal and continue to evaluate the options for how frequently it holds “Say-on-Pay” votes.

Our executive compensation program is designed to reward performance and align the interests of our executives with those of our stockholders. In determining compensation, we consider a range of factors, including company and individual performance, as well as each executive’s knowledge, skills and experience. The Compensation Committee also applies informed judgment to ensure outcomes reflect a balanced and holistic assessment of performance. In doing so, the Committee considers not only financial results, but also how those results are achieved, consistent with our core values, including Integrity, Mutual Respect, Positive Attitude, Accountability, Community Involvement, Customer Focus and Teamwork.

The Committee has established a formal Executive Officer Compensation Philosophy that emphasizes rigorous pay-for-performance alignment and long-term stockholder value creation. Our program is designed to remain competitive with peer financial institutions and to reward executives for delivering strong and sustained performance.

The primary objectives of the Company’s executive compensation program are to:

We designed our executive compensation based on the following guiding principles:

Our executives are expected to uphold the highest ethical standards, and these standards are incorporated into our compensation programs, practices, and policies. Results achieved through deceptive practices or actions that conflict with our values and culture are not rewarded. Such behavior may trigger corrective measures, including compensation recovery under our Incentive Compensation Recovery Policies and Supplemental Incentive Compensation Recovery Policy, downward adjustments to incentive awards, and—when appropriate—employment or disciplinary actions. This ensures that our compensation framework reinforces long-term value creation, sound risk management, and a strong ethical foundation.

The following practices promote a business-oriented culture and strong compensation governance:

Our executive compensation program focuses on Total Direct Compensation (“TDC”), which is the sum of base salary, short-term incentives, and long-term equity-based incentives. TDC is designed to provide competitive pay opportunities and to reward executives for delivering strong, sustained performance.

The following table shows the principal components of TDC, each one contributing to the accomplishment of our compensation program goals:

 

We also use additional compensation components and arrangements to attract and retain an exceptional leadership team. The following table summarizes other compensation components and arrangements for our NEOs.

We maintain a robust risk management framework to ensure the executive compensation program does not encourage imprudent risk-taking. Our incentive programs use multiple performance metrics, capped payout opportunities, and risk-based adjustment mechanisms to promote balanced and sustainable performance.

The plan also includes comprehensive forfeiture and clawback provisions that allow the Company to cancel or recoup awards if results are misstated or if executives engage in misconduct or inappropriate risk-taking.

The Committee oversees these safeguards by reviewing the Company’s key control functions, such as internal audit, risk, and compliance, and consulting independent advisors when appropriate. Regular assessments of all compensation programs help ensure alignment with sound risk-management practices and stockholder interests.

executive roles. Management also supplies financial, performance and program context to assist the Committee’s evaluation of pay and incentive outcomes. The CEO provides recommendations regarding compensation for the other NEOs, while an Incentive Risk Committee conducts an annual review of all incentive plans.

The CEO does not provide recommendations regarding his own compensation, nor is he present when the Committee discusses it. The Committee, with input from its independent compensation consultant, discusses the elements of his compensation in executive session and makes a recommendation to all of the non-management members of the Board for discussion and final approval.

To ensure our executive compensation program remains competitive and aligned with market practice, the Committee considers benchmarking data as one input in its decision-making process. Benchmarking provides the Committee with insight into how peer companies structure and deliver executive pay, including the pay mix and overall market positioning for comparable roles. While benchmarking does not dictate compensation outcomes, it serves as a valuable reference point that helps the Committee assess the appropriateness of pay levels, support talent attraction and retention, and maintain a compensation program that is aligned with stockholder interests and business strategies.

To support this assessment, Meridian conducted a comprehensive benchmarking study using information on peer companies derived from public disclosures and industry surveys. The peer group consists of community-based banks with assets between $8 billion and $35 billion (approximately 0.5x–2x NBT’s asset size), operating in markets comparable to NBT’s and competing for executive talent. The peer group used to set 2025 pay opportunities includes the following companies.

The Committee reviews executive base salaries annually to ensure salaries remain competitive with the market. In 2025, the Committee provided a moderate base salary increase for all NEOs, ranging from 3% to 3.8%, except for Burns, whose salary increase reflects market adjustment to appropriately position her salary relative to comparable CFO roles. She was promoted to CFO in May 2024. Newly promoted executives typically progress to market-competitive pay levels over a two- to three-year period, and the 2025 salary reflects this standard progression.

Below are the base salaries for the NEOs on December 31, 2025.

The EICP is a short-term cash incentive plan that directly ties annual cash awards to the Company’s performance as measured by predefined performance objectives. The EICP target opportunities are defined as a percentage of base salary with payouts considering a combination of corporate performance goals and individual performance objectives reflecting each executive’s role and responsibilities. When determining the payouts under the EICP, the Committee may objectively adjust the reported performance results considering any of the following events that occur during a performance period: (1) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (2) any reorganization and restructuring programs, (3) acquisitions or divestitures activity and related expenses and (4) other unusual or unplanned events.

The Committee set the incentive opportunities for each NEO to provide market-competitive total direct compensation and to retain and attract executive talent.

At the beginning of each year, the Committee determines the performance metrics and goals under the EICP. The Committee considers the Company’s strategic plan, current interest rate environment and macroeconomic conditions when selecting the performance metrics and goals. The incentive metrics are selected within a context of a long-term objective of building stockholder value and discouraging undue risk taking for short-term gains.

The 2025 EICP is based on six financial metrics and one strategic goal. The Committee adjusted the metrics compared to the 2024 EICP by replacing Efficiency Ratio with Demand Deposit Growth and replacing the strategic goal of Comprehensive Fee Review with the Evans Merger goal to align with the Company’s strategic focus areas for 2025. Weighting for the strategic goal was increased from 10% to 15%, due to the importance of the success of the Evans merger.