NBT BANCORP INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The common stock of the Company, par value $0.01 per share (the “Common Stock”), is quoted on the NASDAQ Global Select Market under the symbol “NBTB.” The closing price of the Common Stock on February 3, 2023 was $41.34. As of February 3, 2023, there were 5,114 stockholders of record of Common Stock. No unregistered securities were sold by the Company during the year ended December 31, 2022. Stock Performance Graph The following stock performance graph compares the cumulative total stockholder return (i.e., price change, reinvestment of cash dividends and stock dividends received) on our Common Stock against the cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index and the KBW Regional Bank Index (Peer Group). The stock performance graph assumes that $100 was invested on December 31, 2017. The graph further assumes the reinvestment of dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the relevant fiscal year. The yearly points marked on the horizontal axis correspond to December 31 of that year. We calculate each of the referenced indices in the same manner. All are market-capitalization-weighted indices, so companies judged by the market to be more important (i.e., more valuable) count for more in all indices. 24 Table of Contents Period Ending Index 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 NBT Bancorp $ 100.00 $ 96.48 $ 116.34 $ 95.26 $ 117.77 $ 136.65 KBW Regional Bank Index $ 100.00 $ 82.51 $ 102.20 $ 93.33 $ 127.53 $ 118.71 NASDAQ Composite Index $ 100.00 $ 97.18 $ 132.88 $ 192.74 $ 235.56 $ 158.97 Source: Bloomberg, L.P. Dividends The Company depends primarily upon dividends from subsidiaries for a substantial part of the Company’s revenue. Accordingly, the ability to pay dividends to stockholders depends primarily upon the receipt of dividends or other capital distributions from the subsidiaries. Payment of dividends to the Company from the Bank is subject to certain regulatory and other restrictions. Under Office of the Comptroller of the Currency (“OCC”) regulations, the Bank may pay dividends to the Company without prior regulatory approval so long as it meets its applicable regulatory capital requirements before and after payment of such dividends and its total dividends do not exceed its net income to date over the calendar year plus retained net income over the preceding two years. At December 31, 2022, the Bank was in compliance with all applicable minimum capital requirements and had the ability to pay dividends of $145.3 million to the Company without the prior approval of the OCC. If the capital of the Company is diminished by depreciation in the value of its property or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, no dividends may be paid out of net profits until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets has been repaired. See the section captioned “Supervision and Regulation” in Item 1. Business and Note 15 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, which are located elsewhere in this report. Stock Repurchase The Company purchased 400,000 shares of its common stock during year ended December 31, 2022 at an average price of $36.78 per share under its previously announced share repurchase program. As of December 31, 2022, there were 1,600,000 shares available for repurchase under this plan authorized on December 20, 2021 and set to expire on December 31, 2023. The Company did not purchase any shares of its common stock during the fourth quarter of 2022. ITEM 6. [RESERVED] 25 Table of Contents