What the changes say
- Integration and operational risks related to the Provident Acquisition dominate the newly added risk factors.
What changed since the prior 10-K
New
- New
In addition to factors discussed in the description of our business and elsewhere in this Annual Report on form 10-K, the following are factors that could adversely affect our future results of operations and financial condition
- New
Summary of Material Risk Factors
- New
There are various risks associated with our acquisition growth strategy, any of which could have a material adverse effect on our business
We face various risks associated with our acquisition growth strategy, including realizing expected benefits of the Provident Acquisition.
- NewRisks Related to our Acquisition Strategy
We may fail to realize all of the anticipated benefits of the Provident Acquisition, or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating with Provident
We may fail to realize anticipated benefits of the Provident Acquisition or encounter significant difficulties integrating with Provident.
- NewRisks Related to our Acquisition Strategy
Our future results will suffer if we do not effectively manage expanded operations following the Provident Acquisition
Our future results will suffer if we do not effectively manage expanded operations and commercial loan portfolios following the Provident Acquisition.
- NewRisks Related to our Acquisition Strategy
The Company may be unsuccessful identifying and competing for acquisitions
The Company may be unsuccessful identifying and competing for future bank acquisitions against institutions with greater financial resources.
- NewRisks Related to our Acquisition Strategy
The Company may be unsuccessful in retaining our personnel or the personnel of any company we acquire
The Company may fail to retain key employees or management of acquired companies, leading to operational disruptions.
- NewRisks Related to our Acquisition Strategy
The Company has incurred and expects to continue to incur costs related to the acquisition and integration of Provident
The Company has incurred and expects to continue to incur significant non-recurring costs related to the acquisition and integration of Provident.
- NewRisks Related to our Acquisition Strategy
Regulatory approvals related to proposed business acquisitions may not be received, may take longer to receive than expected, or may impose burdensome conditions, which could impose additional costs and could delay or prevent completion of the acquisition
Regulatory approvals from the Federal Reserve Board, FDIC, and Massachusetts Division of Banks for acquisitions may be delayed or impose burdensome conditions.
- NewRisks Related to our Acquisition Strategy
To the extent that we acquire other companies, our business may be negatively impacted by certain risks inherent with such acquisitions
Our business may be negatively impacted by inherent acquisition risks including competition, approvals, integration difficulties, and new lines of business.
- NewRisks Related to our Lending Activities
Changes in the secondary mortgage market may impede our ability to collect repayment on the mortgage warehouse facility lines
Changes in the secondary mortgage market may impede non-bank mortgage origination companies from selling residential loans and repaying our mortgage warehouse facility lines.
- NewRisks Related to our Lending Activities
The judicial foreclosure process is protracted, which delays our ability to resolve non-performing loans through the sale of the underlying collateral
The protracted judicial foreclosure process for residential mortgages delays our ability to resolve non-performing loans and minimize losses.
- NewRisks Related to Market Interest Rates
We derive our income mainly from the difference or “spread” between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the larger the spread, the more we earn
- NewRisks Related to Our Funding
Regulatory scrutiny of BaaS solutions and related technology considerations has recently increased
- NewRisks Related to Laws and Regulations
These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits
- NewRisks Related to Laws and Regulations
Potential impact of losing the benefits of excess deposit insurance provided by the DIF
- NewRisks Related to Laws and Regulations
As a participant in the financial services industry, many aspects of our business involve substantial risk of legal liability. From time to time, customers and others make claims and take legal action pertaining to the performance of our responsibilities
- NewRisks Related to our Business Strategy
Additionally, in recent years, we have grown our Structured Finance loan portfolio significantly, including through lending relationships to cannabis and solar companies and bridge financing
- NewRisks Related to Operational Matters
Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures
- NewRisks Related to Operational Matters
We outsource a majority of our data processing requirements to third-party providers
Dropped
- DroppedRisks Related to our Lending Activities
The foreclosure process may adversely impact our recoveries on non-performing loans
- DroppedRisks Related to Market Interest Rates
Changes in interest rates could reduce our profits and asset values
- DroppedRisks Related to Economic Conditions
For example, on May 1, 2023, First Republic Bank went into receivership and its deposits and substantially all of its assets were acquired by JPMorgan Chase Bank, National Association. Similarly, on March 10, 2023, Silicon Valley Bank went into receivership, and on March 12, 2023, Signature Bank went into receivership
- DroppedRisks Related to Laws and Regulations
If our deposits grow too large, we may lose the benefits of excess deposit insurance provided by the DIF
- DroppedRisks Related to Laws and Regulations
We face significant legal risks, both from regulatory investigations and proceedings and from private actions brought against us
- DroppedRisks Related to our Business Strategy
Also, the need to raise additional capital may force our management to spend more time in managerial and financing-related activities than in operational activities
- DroppedRisks Related to Operational Matters
We outsource critical operations to third-party service providers. Systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us
- DroppedRisks Related to Accounting Matters
The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses
Reworded
- 71% rewrittenRisks Related to Economic Conditions
Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our financial condition and results of operations
Added a sentence stating that inflation and rapid interest rate increases have led to declining trading values of previously issued government securities.
- 70% rewrittenRisks Related to our Business Strategy
We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services
Removed disclosure regarding Structured Finance loan portfolio growth and lending relationships in cannabis and solar companies.
- 54% rewrittenRisks Related to Laws and Regulations
Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations
Removed mention that Federal Reserve monetary policies affect interest rates charged on loans or paid on deposits.
- 51% rewrittenRisks Related to our Business Strategy
Our continued pace of growth may require us to raise additional capital in the future, but that capital may not be available when it is needed
Added a sentence noting capital-raising needs may force management to spend time on managerial and financing-related activities.
- 38% rewrittenRisks Related to our Lending Activities
If our ACL on loans is not sufficient to cover actual credit losses, our earnings could decrease
No substantive changes made to the allowance for credit losses risk text.
Was: If our allowance for credit losses on loans is not sufficient to cover actual credit losses, our earnings could decrease
- 36% rewrittenRisks Related to Operational Matters
Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies
No substantive changes made to the information technology systems risk text.
- 28% rewrittenRisks Related to our Lending Activities
Our historical emphasis on residential mortgage loans exposes us to lending risks
Updated residential real estate loan figures to $1.18 billion (19.6% of portfolio) as of December 31, 2025, from $1.13 billion (26.1%) for 2024.
- 26% rewrittenRisks Related to Laws and Regulations
We are subject to stringent capital requirements, which may adversely impact our return on stockholders’ equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares
Updated the Tier 1 to risk-based assets capital ratio minimum requirement description to 6.0%.
- 22% rewrittenRisks Related to Market Interest Rates
Although we have implemented risk management strategies, as well as policies and procedures designed to manage the risks associated with changes in market interest rates, changes in interest rates have had and may continue to have an adverse effect on our operating results and financial condition
- 20% rewrittenRisks Related to Economic Conditions
The fair value of our AFS securities can fluctuate due to factors outside of our control
All 63 risk factors
Headings as the filing states them, in filing order.
Other
- 01In addition to factors discussed in the description of our business and elsewhere in this Annual Report on form 10-K, the following are factors that could adversely affect our future results of operations and financial conditionNew
- 02Summary of Material Risk FactorsNew
- 03There are various risks associated with our acquisition growth strategy, any of which could have a material adverse effect on our businessNew
Risks Related to our Acquisition Strategy
- 04We may fail to realize all of the anticipated benefits of the Provident Acquisition, or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating with ProvidentNew
- 05Our future results will suffer if we do not effectively manage expanded operations following the Provident AcquisitionNew
- 06The Company may be unsuccessful identifying and competing for acquisitionsNew
- 07The Company may be unsuccessful in retaining our personnel or the personnel of any company we acquireNew
- 08The Company has incurred and expects to continue to incur costs related to the acquisition and integration of ProvidentNew
- 09Regulatory approvals related to proposed business acquisitions may not be received, may take longer to receive than expected, or may impose burdensome conditions, which could impose additional costs and could delay or prevent completion of the acquisitionNew
- 10To the extent that we acquire other companies, our business may be negatively impacted by certain risks inherent with such acquisitionsNew
Risks Related to our Lending Activities
- 11The level of our commercial real estate loan portfolio subjects us to additional regulatory scrutiny
- 12Our construction and land development loans involve credit risks that could adversely affect our financial condition and results of operations
- 13Lack of seasoning of certain portions of our commercial and industrial loan portfolio, especially with respect to cannabis, solar and bridge financing customers, may increase the risk of credit defaults in the future
- 14Our historical emphasis on residential mortgage loans exposes us to lending risks28% rewritten
- 15Changes in the secondary mortgage market may impede our ability to collect repayment on the mortgage warehouse facility linesNew
- 16The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy
- 17If our ACL on loans is not sufficient to cover actual credit losses, our earnings could decrease38% rewritten
- 18We provide banking services to customers who do business in the cannabis industry and the strict enforcement of federal laws regarding cannabis would likely result in our inability to continue to provide banking services to these customers and we could have legal action taken against us by the federal government
- 19Environmental liability associated with our lending activities could result in losses
- 20The judicial foreclosure process is protracted, which delays our ability to resolve non-performing loans through the sale of the underlying collateralNew
Risks Related to Market Interest Rates
- 21The reversal of the high-interest rate environment may adversely affect our net interest income and profitability
- 22Although we have implemented risk management strategies, as well as policies and procedures designed to manage the risks associated with changes in market interest rates, changes in interest rates have had and may continue to have an adverse effect on our operating results and financial condition22% rewritten
- 23We derive our income mainly from the difference or “spread” between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the larger the spread, the more we earnNew
- 24Interest rates also affect how much money we lend. For example, when interest rates fall, the cost of borrowing decreases for customers and the Bank’s loan originations tend to increase
- 25Hedging against interest rate exposure may adversely affect our earnings
Risks Related to Economic Conditions
- 26Local and regional economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans
- 27We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations
- 28Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our financial condition and results of operations71% rewritten
- 29Our AFS securities portfolio performance in difficult market conditions could have adverse effects on our results of operations
- 30The fair value of our AFS securities can fluctuate due to factors outside of our control20% rewritten
- 31Potential downgrades of U.S. government securities by one or more of the credit ratings agencies could have a material adverse effect on our operations, earnings and financial condition
- 32The soundness of other financial institutions could adversely affect us
Risks Related to Our Funding
- 33Our inability to generate core deposits may cause us to rely more heavily on wholesale funding strategies for funding and liquidity needs, which could have an adverse effect on our net interest margin and profitability
- 34Our funding sources may prove insufficient to replace deposits at maturity and support our future growth
- 35Regulatory scrutiny of BaaS solutions and related technology considerations has recently increasedNew
Risks Related to Laws and Regulations
- 36Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations
- 37Our cannabis-related, money service and ATM business present compliance risks that are different in kind or degree compared to those that we are accustomed to managing and have required us to implement new or enhance existing procedures, systems and controls
- 38Our ability to comply with anti-money laundering laws and state regulations and our reporting obligations to FinCEN depend on our ability to maintain robust customer due diligence, surveillance, detection, reporting and analytic capabilities
- 39Non-compliance with the USA PATRIOT Act, BSA, or other laws and regulations could result in fines or sanctions
- 40Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations54% rewritten
- 41These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on depositsNew
- 42We are subject to stringent capital requirements, which may adversely impact our return on stockholders’ equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares26% rewritten
- 43We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors
- 44Potential impact of losing the benefits of excess deposit insurance provided by the DIFNew
- 45The Federal Reserve Board may require us to commit capital resources to support our bank subsidiary
- 46We may become subject to enforcement actions even though noncompliance was inadvertent or unintentional
- 47As a participant in the financial services industry, many aspects of our business involve substantial risk of legal liability. From time to time, customers and others make claims and take legal action pertaining to the performance of our responsibilitiesNew
Risks Related to our Business Strategy
- 48Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth prudently and effectively. Growing our operations could also cause our expenses to increase faster than our revenues
- 49Our continued pace of growth may require us to raise additional capital in the future, but that capital may not be available when it is needed51% rewritten
- 50We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services70% rewritten
- 51Additionally, in recent years, we have grown our Structured Finance loan portfolio significantly, including through lending relationships to cannabis and solar companies and bridge financingNew
- 52Development of new products and services may impose additional costs on us and may expose us to increased operational risk
Risks Related to Competitive Matters
- 53Strong competition within our market area may limit our growth and profitability
Risks Related to Operational Matters
- 54We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches
- 55Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies36% rewritten
- 56Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measuresNew
- 57We outsource a majority of our data processing requirements to third-party providersNew
- 58Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes
Risks Related to Accounting Matters
- 59Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results
- 60Changes in accounting standards could affect reported earnings
- 61We operate as a community bank and our ability to maintain our reputation, which is critical to the success of our business, may materially adversely affect our performance
- 62Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers
- 63Various factors may make takeover attempts more difficult to achieve
Other NB Bancorp 10-Ks
- FY2024 10-K risk factors51 risks
Concentrated in construction, commercial real estate, and structured finance loans within Greater Boston.
Filed Mar 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.