NBT Bancorp (NBTB) risk factors, FY2024 10-K

Risks Related to our Business and Industry

1. 01The Company may be adversely affected by conditions in the financial markets and economic conditions generally
2. 02Deterioration in local economic conditions may negatively impact our financial performance
3. 03Severe weather, flooding and other effects of climate change and other natural disasters could adversely affect our financial condition, results of operations or liquidity
4. 04Variations in interest rates could adversely affect our results of operations and financial condition
5. 05Our lending, and particularly our emphasis on commercial lending, exposes us to the risk of losses upon borrower default
6. 06Our allowance for credit losses may not be sufficient to cover actual loan losses, which could have a material adverse effect on our business, financial condition and results of operations
7. 07Strong competition within our industry and market area could adversely affect our performance and slow our growth
8. 08the ability to attract and retain talented employees
9. 09The Company is subject to liquidity risk, which could adversely affect net interest income and earnings
10. 10Our ability to service our debt, pay dividends and otherwise pay our obligations as they come due is substantially dependent on capital distributions from our subsidiaries
11. 11A reduction in the Company’s credit rating could adversely affect our business and/or the holders of our securities
12. 12The Company relies on third parties to provide key components of its business infrastructure
13. 13There are substantial risks and uncertainties associated with the introduction or expansion of lines of business or new products and services within existing lines of business

Risks Related to Legal, Governmental and Regulatory Changes

1. 14We are subject to extensive government regulation and supervision, which may interfere with our ability to conduct our business and may negatively impact our financial results
2. 15We are subject to heightened regulatory requirements because we exceed $10 billion in total consolidated assets
3. 16limits on interchange fees from debit card transactions
4. 17Our controls and procedures may fail or be circumvented, which may result in a material adverse effect on our business
5. 18We may be held responsible for environmental liabilities with respect to properties to which we obtain title, resulting in significant financial loss
6. 19We may be adversely affected by the soundness of other financial institutions including the FHLB of New York
7. 20Provisions of our certificate of incorporation and bylaws, as well as Delaware law and certain banking laws, could delay or prevent a takeover of us by a third party
8. 21The Company has risk related to legal proceedings

Risks Related to Information Technology, Cybersecurity and Data Privacy

1. 22The Company may be adversely affected by fraud
2. 23We continually encounter technological change and the failure to understand and adapt to these changes could have a material adverse impact on our business
3. 24The development and use of AI exposes us to risks that may adversely impact our business

Risks Related to an Investment in the Company’s Securities

1. 25There may be future sales or other dilution of the Company’s equity, which may adversely affect the market price of the Company’s stock

Risks Related to the Merger with Evans

1. 26The market price of the Company’s common stock may decline as a result of the Merger and the market price of the Company’s common stock after the consummation of the Merger may be affected by factors different from those affecting the price of the Company’s common stock before the Merger
2. 27The market price of the Company’s common stock may decline as a result of the Merger if the Company does not achieve the perceived benefits of the Merger or the effect of the Merger on the Company’s financial results is not consistent with the expectations of financial or industry analysts
3. 28The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed
4. 29Evans materially breaches the non-solicitation provisions in the Merger Agreement; or
5. 30Failure to complete the Merger could negatively impact the stock price of the Company and its future business and financial results
6. 31the Company’s management’s and employees’ attention may be diverted from their day-to-day business and operational matters as a result of efforts relating to the attempt to consummate the Merger
7. 32The integration of the Company and Evans will present significant challenges and expenses that may result in the combined business not operating as effectively as expected, or in the failure to achieve some or all of the anticipated benefits of the transaction
8. 33Unanticipated costs relating to the Merger could reduce the Company’s future earnings per share
9. 34Estimates as to the future value of the combined company are inherently uncertain
10. 35Following the Merger, the Company may not continue to pay dividends at or above the rate currently paid

General Risks

1. 36The risks presented by acquisitions could adversely affect our financial condition and results of operations
2. 37the impairment of relationships with the acquired company’s employees and customers as a result of changes in ownership and management
3. 38We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations