UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 | Results of Operation and Financial Condition. |
On April 22, 2026, NB Bancorp, Inc. (the “Company”), the holding company for Needham Bank, issued a press release in which it announced its earnings for the quarter ended March 31, 2026.
A copy of the press release announcing the results is included as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 22, 2026, the Company’s Board of Directors (the “Board”) approved and adopted the NB Bancorp, Inc. and Needham Bank Executive Annual Incentive Plan (the “EAIP”), effective as of January 1, 2026.
The EAIP provides senior management executives of the Company and its affiliates with the opportunity to earn annual cash incentive awards, as determined by the Compensation Committee of the Board (the “Committee”). Under the EAIP, the Committee will establish target award opportunities (expressed as a percentage of base salary), performance goals, and a performance formula for each performance period (generally, the Company’s fiscal year). Awards are contingent upon the achievement of performance goals established by the Committee and may be adjusted, reduced or increased in the Committee’s discretion, subject to the terms of the EAIP. The EAIP also includes a maximum award opportunity of 125% of target and contains customary provisions regarding termination of employment, clawback and compliance with Section 409A of the Internal Revenue Code of 1986, as amended.
The foregoing description of the EAIP does not purport to be complete and is qualified in its entirety by reference to the full text of the EAIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 | Other Events. |
On April 22, 2026, the Board declared a dividend of $0.07 per share. The dividend will be paid May 20, 2026 to stockholders of record as of May 6, 2026.
The Company’s announcement of the Board’s dividend declaration is included in Exhibit 99 to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | | Description |
10.1 | NB Bancorp, Inc. and Needham Bank Executive Annual Incentive Plan | |
99.1 | ||
104.1 | Cover Page Interactive Data File (Embedded within Inline XBRL document) |
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, hereunto duly authorized.
NB BANCORP, INC. | ||
DATE: April 22, 2026 | By: | /s/Jean-Pierre Lapointe |
Senior Executive Vice President and Chief Financial Officer |