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false000079035900007903592026-01-262026-01-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2026

NBT BANCORP INC.

(Exact name of registrant as specified in its charter)

Delaware

000-14703

16-1268674

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

52 South Broad Street, Norwich, New York 13815

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (607) 337-2265

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.01 per share

NBTB

The NASDAQ Stock Market LLC

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 Operations and Financial Condition

On January 26, 2026, NBT Bancorp Inc. (the “Company”) issued a press release describing its results of operations for the quarter ended December 31, 2025. That press release is furnished as Exhibit 99.1 hereto. A conference call will be held at 10:00 a.m. Eastern Time on Tuesday, January 27, 2026, to review the fourth quarter 2025 financial results. The audio webcast link, along with the corresponding presentation slides, will be available on the Event Calendar page of the Company’s website at www.nbtbancorp.com.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 26, 2026, Amy C. Wiles, Executive Vice President, Chief Credit Officer and Chief Risk Officer of the Company, notified the Company that she will step down from her aforementioned position effective May 21, 2026 and transition to a non-executive role. Ms. Wiles will serve as an employee of the Company in an advisory role until her retirement from employment in January of 2027. Since joining the Company in 2015, Ms. Wiles has provided over 10 years of leadership and has served as a valued member of the Company’s Executive Management Team since 2017. Ms. Wiles’ decision to transition to a non-executive role was not the result of any disagreements with the Company.

Item 9.01

Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press release of NBT Bancorp Inc. January 26, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

NBT BANCORP INC.

Date: January 26, 2026

By:

/s/ Annette L. Burns

Annette L. Burns

Executive Vice President and Chief Financial Officer