NB Bancorp, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Shares ​ Item2 ​ ​ ​ ​ ​ ​ ​ Purchased as Part of the ​ That May Yet Be ​ ​ Total Number ​ Average Price ​ Publicly Announced ​ Purchased Under the ​ of Shares Paid per Share (1) Share Repurchase Program Share Repurchase Program (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 1 - June 30, 2025 ​ 1,106,588 ​ $ 17.08 ​ 1,106,588 ​ 921,934 Total ​ 1,106,588 ​ $ 17.08 ​ 1,106,588 ​ 921,934 ​ (1) Includes commissions paid and excise tax. (2) On May 7, 2025, the Company announced a second stock repurchase program that authorizes the Company to purchase up to 2,028,522 shares, or 5%, of the Company's outstanding shares of common stock. ​ Item 3. Defaults Upon Senior Securities None. ​ Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Info rmation On June 5, 2025, the Bank entered into a Change in Control Agreement with Jean-Pierre Lapointe, Chief Financial Officer of the Company and the Bank. The terms of the Agreement are identical to the terms of the previous Change in Control Agreement the Bank had entered into with Mr. Lapointe except the new Agreement contains a term of twenty-four (24) months and a severance payment of twenty-four months. ​ 47 Table of Contents The agreement has an initial term of twenty-four months and renews for a new twenty-four-month term on each anniversary of the agreement, and provides for a lump sum payment to Mr. Lapointe, upon a change in control followed by a termination, equal to two (2) times his annual compensation, defined as base salary plus the annual incentive bonus at the target bonus opportunity amount. Additionally, if Mr. Lapointe participated in the health and dental plans immediately before termination and elected COBRA, Mr. Lapointe would be entitled to a monthly cash payment for twenty-four months or the executive’s COBRA health continuation period, whichever ends earlier, in the amount equal to the employer-monthly contributions that the Company would have paid to provide health and dental insurance to Mr. Lapointe. ​ The Agreement was filed with the Company’s Current Report on Form 8-K filed on June 5, 2025. ​ 48 Table of Contents Item 6. Exhibits 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ ​ 101.SCH XBRL Taxonomy Extension Schema Document ​ ​ 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ 101.DEF XBRL Taxonomy Extension Definition Linkbase Document ​ ​ 101.LAB XBRL Taxonomy Extension Label Linkbase Document ​ ​ 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ Exhibit 104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ​ ​ ​ ​ 49 Table of Contents 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, thereunto duly authorized. ​ ​ ​ NB BANCORP, INC. ​ ​ Date: August 8, 2025 /s/ Joseph Campanelli ​ Joseph Campanelli ​ Chairman, President and Chief Executive Officer ​ ​ Date: August 8, 2025 /s/ Jean-Pierre Lapointe ​ Jean-Pierre Lapointe ​ Executive Vice President and Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ 50