5 unchanged sentences
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.
−Removed: The internal control process has been designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
+Added: The internal control process has been designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, utilizing the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
4 unchanged sentences
(2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company;
−Removed: and (3) unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's financial statements are prevented or timely detected.
+Added: and (3) unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements are prevented or timely detected.
All internal control systems, no matter how well designed, have inherent limitations.
1 unchanged sentence
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: This Form 10-K does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting.
+Added: This Form 10-K does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting because the Company is an emerging growth company.
Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this Form 10-K.
2 unchanged sentences
Other Information
−Removed: During the fourth quarter of 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) or any “ non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
+Added: During the quarter ended December 31, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) or any “ non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions.
−Removed: A copy of the Code is available on the Company’s website at nbbancorp.com under “Governance.”
−Removed: The information called for by this item is incorporated herein by reference to the material under the captions Proposal I – Election of Directors in the Company’s definitive proxy statement relating to its 2024 annual meeting of shareholders to be held on May 22, 2024 (the “Proxy Statement”).
+Added: The information required herein is incorporated by reference from the Company’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders (the “Proxy Statement”) that will be filed with the SEC within 120 days following the fiscal year end December 31, 2024 under the captions “Corporate Governance,” “Proposal 1 – Election of Directors – Executive Compensation,” and “Stock Ownership.”
+Added: Insider Trading Policies and Procedures
+Added: The Company has an insider trading policy governing the purchase, sale and other disposition of the NB Bancorp's securities that applies to all personnel of the Company and its subsidiaries, including directors, officers, employees and other covered persons.
+Added: The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.
+Added: A copy of the Company's insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Executive Compensation
23 unchanged sentences
Description of NB Bancorp, Inc.
+Added: Common Stock (5)
Employment Agreement between Needham Bank and Joe Campanelli (1)
Employment Agreement between Needham Bank and Salvatore Rinaldi (1)
−Removed: Change in Control Agreement between Needham Bank and Margaret Watson
Needham Bank Nonqualified Deferred Compensation Plan (1)
3 unchanged sentences
Change in Control Agreement with JP Lapointe (2)
+Added: Change in Control Agreement with Christine Roberts (3)
+Added: Insider Trading Policy and Procedures
Subsidiaries (1)
−Removed: Consent of Elliott Davis, PLLC, Independent Registered Public Accounting Firm
+Added: Consent of Elliott Davis, LLC, Independent Registered Public Accounting Firm
Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
6 unchanged sentences
(2) Incorporated by reference to the Current Report on Form 8-K filed on February 6, 2024.
+Added: (3) Incorporated by reference to the Current Report on Form 8-K filed on January 6, 2025.
+Added: (4) Amended by reference to the Current Report on Form 8-K filed on January 28, 2025
+Added: (5) Incorporated by reference to the Annual Report on Form 10-K filed on March 28, 2024.
Form 10-K Summary
7 unchanged sentences
/s/ Joseph P.
−Removed: Director, Chair, President and Chief Executive
+Added: Director, Chairman, President and Chief Executive
March 7, 2025
18 unchanged sentences
Christopher Lynch
+Added: /s/ Kenneth Montgomery
+Added: March 7, 2025
+Added: Kenneth Montgomery
/s/ Joseph R.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.