What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 130 added, 123 removed, 116 unchanged (69% of the section changed)

2 unchanged sentences

Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer

concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

No changes were made to the Company’s internal control over financial reporting that occurred during the period covered by this

report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based upon that evaluation, the Chief Executive Officer and Chief Financial

Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

No changes were made to the Company’s internal control over financial reporting that occurred during the period

covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management Report on Internal Control Over Financial Reporting

4 unchanged sentences

consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

As of December 31, 2022, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting

established in “Internal Control – Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

Based on the assessment, management determined that

the Company’s internal control over financial reporting as of December 31, 2022 was effective at the reasonable assurance level based on those criteria.

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued a report on the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31,

2022, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm” on the following page.

As of December 31, 2023, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial

reporting established in “Internal Control – Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

Based on the assessment, management

determined that the Company’s internal control over financial reporting as of December 31, 2023 was effective at the reasonable assurance level based on those criteria.

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued a report on

the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of

December 31, 2023, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm” on the following page.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited NBT Bancorp Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2022, based on criteria

established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance

sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and

the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2023 expressed an unqualified opinion on those consolidated financial statements.

and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over

financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31,

2023 and 2022, the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes

(collectively, the consolidated financial statements), and our report dated February 29, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness

of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based

on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial

reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public

accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we

considered necessary in the circumstances.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal

control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a

material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the

circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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.

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.

Albany, New York

March 1, 2023

February 29, 2024

OTHER INFORMATION

During the three months

ended December 31, 2023, none of NBT’s directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of NBT securities that was intended to satisfy the affirmative defense conditions of Rule

10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

24 unchanged sentences

The information required by this item is incorporated herein by reference to the Proxy Statement, which will be filed with the SEC within 120 days of the Company’s 2023 fiscal year end.

PRINCIPAL ACCOUNTANT FEES

Our independent registered public accounting firm is KPMG LLP, Albany, NY, Auditor

The information required by this item is incorporated herein by reference to the

Proxy Statement, which will be filed with the SEC within 120 days of the Company’s 2022 fiscal year end.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG, LLP, Albany, NY, Auditor Firm ID:

The information required by this item is incorporated herein by reference to the Proxy Statement, which will be filed with the SEC within 120 days of the Company’s 2023 fiscal year end.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

9 unchanged sentences

(a)(3) See below for all exhibits filed herewith and the Exhibit Index.

Agreement and Plan of Merger, dated as of December 5, 2022, by and among NBT Bancorp Inc., NBT Bank, N.A.,

Salisbury Bancorp, Inc.

and Salisbury Bank and Trust Company (filed as Exhibit 2.1 to Registrant’s Form 8-K, filed on December 5, 2022, and incorporated herein by reference).

Agreement and Plan of Merger, dated as of December 5, 2022, by and among

NBT Bancorp Inc., NBT Bank, N.A., Salisbury Bancorp, Inc.

and Salisbury Bank and Trust Company (filed as Exhibit 2.1 to Registrant’s Form 8-K, filed on December 5, 2022, and incorporated

herein by reference).

First Amendment to Agreement and Plan of Merger, dated as of August 9,

2023, by and among NBT Bancorp Inc., NBT Bank, National Association, Salisbury Bancorp, Inc.

and Salisbury Bank and Trust Company (filed as Exhibit 2.2 to Registrant’s Form 8-K, filed on

August 14, 2023, and incorporated herein by reference).

Restated Certificate of Incorporation of NBT Bancorp Inc.

as amended through July 1, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q, filed on August 10, 2015, and incorporated herein by reference).

as amended through July

1, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q, filed on August 10, 2015, and incorporated herein by reference).

Amended and Restated Bylaws of NBT Bancorp Inc.

effective May 22, 2018 (filed as

Exhibit 3.1 to Registrant’s Form 8-K, filed on May 23, 2018 and incorporated herein by reference).

Certificate of Designation of the Series A Junior Participating Preferred Stock (filed

as Exhibit A to Exhibit 4.1 of the Registrant’s Form 8-K, filed on November 18, 2004, and incorporated herein by reference).

effective May 22, 2018 (filed as Exhibit 3.1 to Registrant’s Form 8-K, filed on May 23, 2018 and incorporated herein by reference).

Certificate of Designation of the Series A Junior Participating Preferred Stock (filed as Exhibit A to Exhibit 4.1 of the Registrant’s Form 8-K, filed on November 18, 2004, and incorporated herein by reference).

Specimen common stock certificate for NBT’s Bancorp Inc.

common stock (filed

as Exhibit 4.3 to the Registrant’s Amendment No.

common stock (filed as Exhibit 4.3 to the Registrant’s Amendment No.

1 to Registration Statement on Form S-4, filed on December 27, 2005, and incorporated herein by reference).

Description of Registrant’s Securities (filed as Exhibit 4.2 to the Registrant’s Form

10-K for the year ended December 31, 2019, filed on March 2, 2020, and incorporated herein by reference).

Subordinated Indenture , dated as of June 23, 2020, between NBT Bancorp

Bank National Association (filed as Exhibit 4.1 to Registrant’s Form 8-K, filed on June 23, 2020 and incorporated herein by reference).

First Supplemental Indenture , dated as of June 23, 2020, between NBT

Bank National Association (filed as Exhibit 4.2 to Registrant’s Form 8-K, filed on June 23, 2020 and incorporated herein by reference).

Form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2030

(included in Exhibit 4.4).

Description of Registrant’s Securities (filed

as Exhibit 4.2 to the Registrant’s Form 10-K for the year ended December 31, 2019, filed on March 2, 2020, and incorporated herein by reference).

Subordinated Indenture , dated as of June 23, 2020, between NBT Bancorp Inc.

Bank National Association (filed as Exhibit 4.1 to Registrant’s Form

8-K, filed on June 23, 2020 and incorporated herein by reference).

First Supplemental Indenture , dated as of June 23, 2020, between NBT Bancorp Inc.

Bank National Association (filed as Exhibit 4.2 to Registrant’s Form

8-K, filed on June 23, 2020 and incorporated herein by reference).

Form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2030 (included in Exhibit 4.4).

NBT Bancorp Inc.

Non-employee Directors Restricted and Deferred Stock Plan (filed as

Exhibit 10.5 to Registrant’s Form 10-K for the year ended December 31, 2008, filed on March 2, 2009, and incorporated herein by reference).*

Non-employee Directors Restricted and Deferred Stock Plan (filed as Exhibit 10.5 to Registrant’s Form 10-K for the year ended December 31, 2008, filed on March 2, 2009, and incorporated herein by reference).*

Supplemental Executive Retirement Agreement between NBT Bancorp Inc.

and Martin A.

Dietrich as amended and restated

January 20, 2010 (filed as Exhibit 10.14 to Registrant’s Form 10-K for the year ended December 31, 2009, filed on March 1, 2010, and incorporated herein by reference).*

Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National Association and Martin A.

Dietrich made November

10, 2008 (filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarterly period ended September 30, 2008, filed on November 10, 2008, and incorporated herein by reference).*

First Amendment dated November 5, 2009 to Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National

Association and Martin A.

Dietrich as amended and restated January 20, 2010 (filed as Exhibit 10.14 to Registrant’s Form 10-K for the year ended December 31, 2009, filed on March 1, 2010, and incorporated herein by

Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National Association and

Dietrich made November 10, 2008 (filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarterly period ended September 30, 2008, filed on November 10, 2008, and incorporated

herein by reference).*

Second Amendment dated July 28, 2014 to Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National

Association, and Martin A.

Dietrich made November 10, 2008 (filed as Exhibit 10.1 to Registrant’s Form 8-K, filed on August 1, 2014, and incorporated herein by reference).*

First Amendment dated November 5, 2009 to Split-Dollar Agreement between NBT Bancorp

Inc., NBT Bank, National Association and Martin A.

Dietrich made November 10, 2008 (filed as Exhibit 10.6 to Registrant’s Form 10-Q for the quarterly period ended September 30, 2009, filed on

November 9, 2009, and incorporated herein by reference).*

Second Amendment dated July 28, 2014 to Split-Dollar Agreement between NBT Bancorp

Inc., NBT Bank, National Association, and Martin A.

Dietrich made November 10, 2008 (filed as Exhibit 10.1 to Registrant’s Form 8-K, filed on August 1, 2014, and incorporated herein by

NBT Bancorp Inc.

2008 Omnibus Incentive Plan (filed as Appendix A of Registrant’s

Definitive Proxy Statement on Form 14A, filed on March 31, 2008, and incorporated herein by reference).*

Long-Term Incentive Compensation Plan for Named Executive Officers (filed as Exhibit

10.24 to Registrant’s Form 10-K for the year ended December 31, 2011, filed on February 29, 2012, and incorporated herein by reference).*

Amended and Restated Supplemental Retirement Agreement and First Amendment to the Supplemental Retirement Agreement

between Alliance Financial Corporation, Alliance Bank, N.A.

Webb (filed as Exhibit 10.29 to Registrant’s Form 10-K for the year ended December 31, 2013, filed on March 3, 2014, and

incorporated herein by reference).*

2008 Omnibus Incentive Plan (filed as Appendix A of Registrant’s Definitive Proxy Statement on Form 14A, filed on March 31, 2008, and incorporated herein by reference).*

Long-Term Incentive Compensation Plan for Named Executive Officers (filed as Exhibit 10.24 to Registrant’s Form 10-K for the year ended December 31, 2011, filed on February 29, 2012, and incorporated herein by reference).*

Amended and Restated Supplemental Retirement Agreement and First Amendment to the

Supplemental Retirement Agreement between Alliance Financial Corporation, Alliance Bank, N.A.

Webb (filed as Exhibit 10.29 to Registrant’s Form 10-K for the year ended December

31, 2013, filed on March 3, 2014, and incorporated herein by reference).*

Employment Agreement, dated December 19, 2016, by and between NBT Bancorp Inc.

(filed as Exhibit 10.1 to Registrant’s Form 8-K, filed on December 20, 2016, and incorporated herein by reference).*

Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National Association and John H.

Split-Dollar Agreement between NBT Bancorp Inc., NBT Bank, National Association and

dated May 9, 2017 (filed as Exhibit 10.1 to Registrant’s Form 10-Q, filed on May 10, 2017, and incorporated herein by reference).*

Supplemental Executive Retirement Agreement, dated December 19, 2016 by and between NBT Bancorp Inc.

Supplemental Executive Retirement Agreement, dated December 19, 2016 by and

between NBT Bancorp Inc.

(filed as Exhibit 10.2 to Registrant’s Form 8-K, filed on December 20, 2016, and incorporated herein by reference).*

Employment Agreement, dated December 19, 2016, by and between NBT Bancorp Inc.

and Joseph R.

Stagliano (Filed as Exhibit 10.19 to Registrant’s Form 10-K, filed on March 1, 2018, and incorporated herein by reference).*

1 unchanged sentence

Kingsley (Filed as Exhibit 10.1 to Registrant’s Form 10-Q, filed on August 6, 2021, and incorporated herein by reference).*

Form of Amendment to Employment Agreements, dated September 27, 2017, by and between NBT Bancorp Inc.

Form of Amendment to Employment Agreements, dated September 27, 2017, by and between

NBT Bancorp Inc.

and Joseph R.

Stagliano, respectively (Filed as Exhibit 10.1 to Registrant’s Form 8-K, filed on September 29, 2017, and incorporated herein by reference).*

Stagliano, respectively (Filed as Exhibit 10.1 to Registrant’s Form 8-K, filed on September 29, 2017, and incorporated herein by

NBT Bancorp Inc.

2018 Omnibus Incentive Plan (filed as Appendix A of Registrant’s

Definitive Proxy Statement on Form 14A, filed on April 6, 2018, and incorporated herein by reference).*

Employment Agreement, dated November 1, 2021, by and between NBT

Employment Agreement, dated May 23, 2022, by and between NBT Bancorp

2018 Omnibus Incentive Plan (filed as Appendix A of Registrant’s Definitive Proxy Statement on Form 14A, filed on April 6, 2018, and incorporated herein by reference).*

Employment Agreement, dated November 1, 2021, by and between NBT Bancorp Inc.

(Filed as Exhibit 10.16 to Registrant’s Form 10-K, filed on March 1, 2023, and incorporated herein by reference).*

Employment Agreement, dated May 23, 2022, by and between NBT Bancorp Inc.

Randolph Sparks

(Filed as Exhibit 10.17 to Registrant’s Form 10-K, filed on March 1, 2023, and incorporated herein by reference).*

Employment Agreement, dated August 11, 2023 by and between NBT

Bank, National Association and Richard J.

Cantele, Jr.*

A list of the subsidiaries of the Registrant.

Consent of KPMG LLP.

Certification by the Chief Executive Officer pursuant to Rules

13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.

Certification by the Chief Financial Officer pursuant to Rules

13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.

Incentive Compensation Recovery Policy.

Certification by the Chief Executive Officer pursuant to Rules 13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.

Certification by the Chief Financial Officer pursuant to Rules 13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.

Certification by the Chief Executive Officer pursuant to 18 U.S.C.

14 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, NBT Bancorp Inc.

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Chief Executive Officer

1 unchanged sentence

/s/ Martin A.

Hoeller, Director

Douglas, Director

Chairman and Director

March 1, 2023

February 29, 2024

Hoeller, Director

President, Chief Executive Officer and Director

(Principal Executive Officer)

February 29, 2024

/s/ Andrew S.

1 unchanged sentence

Kowalczyk III, Director

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 1, 2023

Daniel Robinson II

Daniel Robinson II, Director

Chief Financial Officer

March 1, 2023

(Principal Financial Officer)

March 1, 2023

February 29, 2024

/s/ Annette L.

/s/ Matthew J.

Salanger, Director

Daniel Robinson II

Daniel Robinson II, Director

Chief Accounting Officer

March 1, 2023

(Principal Accounting Officer)

March 1, 2023

February 29, 2024

/s/ Johanna R.

/s/ Joseph A.

/s/ Matthew J.

Ames, Director

Santangelo, Director

March 1, 2023

Salanger, Director

February 29, 2024

/s/ Lowell A.

1 unchanged sentence

Seifter, Director

March 1, 2023

February 29, 2024

/s/ Richard J.

Cantele, Jr., Director

Webb, Director

February 29, 2024

/s/ Timothy E.

Delaney, Director

Webb, Director

March 1, 2023

Douglas, Director

March 1, 2023

February 29, 2024

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.

What changed 10-K

Item 9A. Controls and Procedures