What the changes say
- The company removed all specific risk disclosures related to the completed merger with Evans Bancorp.
What changed since the prior 10-K
Dropped
- DroppedRisks Related to the Merger with Evans
The 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
- DroppedRisks Related to the Merger with Evans
The 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
- DroppedRisks Related to the Merger with Evans
The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed
- DroppedRisks Related to the Merger with Evans
Evans materially breaches the non-solicitation provisions in the Merger Agreement; or
- DroppedRisks Related to the Merger with Evans
Failure to complete the Merger could negatively impact the stock price of the Company and its future business and financial results
- DroppedRisks Related to the Merger with Evans
the 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
- DroppedRisks Related to the Merger with Evans
The 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
- DroppedRisks Related to the Merger with Evans
Unanticipated costs relating to the Merger could reduce the Company’s future earnings per share
- DroppedRisks Related to the Merger with Evans
Estimates as to the future value of the combined company are inherently uncertain
- DroppedRisks Related to the Merger with Evans
Following the Merger, the Company may not continue to pay dividends at or above the rate currently paid
Reworded
- 42% rewrittenRisks Related to our Business and Industry
Severe weather, flooding and other effects of climate change and other natural disasters could adversely affect our financial condition, results of operations or liquidity
Removed references to climate change as an explicit cause of severe weather and property damage.
- 24% rewrittenRisks Related to Legal, Governmental and Regulatory Changes
We are subject to heightened regulatory requirements because we exceed $10 billion in total consolidated assets
Updated total consolidated asset figure from approximately $13.79 billion to $16.00 billion as of December 31, 2025.
- 23% rewrittenRisks Related to Information Technology, Cybersecurity and Data Privacy
The development and use of AI exposes us to risks that may adversely impact our business
Maintained substantially similar language regarding the risks of developing and using AI technology.
- 20% rewrittenGeneral Risks
The risks presented by acquisitions could adversely affect our financial condition and results of operations
Removed specific references to the Evans acquisition, generalizing the risk to acquisitions broadly.
All 28 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business and Industry
- 01The Company may be adversely affected by conditions in the financial markets and economic conditions generally
- 02Deterioration in local economic conditions may negatively impact our financial performance
- 03Severe weather, flooding and other effects of climate change and other natural disasters could adversely affect our financial condition, results of operations or liquidity42% rewritten
- 04Variations in interest rates could adversely affect our results of operations and financial condition
- 05Our lending, and particularly our emphasis on commercial lending, exposes us to the risk of losses upon borrower default
- 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
- 07Strong competition within our industry and market area could adversely affect our performance and slow our growth
- 08the ability to attract and retain talented employees
- 09The Company is subject to liquidity risk, which could adversely affect net interest income and earnings
- 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
- 11A reduction in the Company’s credit rating could adversely affect our business and/or the holders of our securities
- 12The Company relies on third parties to provide key components of its business infrastructure
- 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
- 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
- 15We are subject to heightened regulatory requirements because we exceed $10 billion in total consolidated assets24% rewritten
- 16limits on interchange fees from debit card transactions
- 17Our controls and procedures may fail or be circumvented, which may result in a material adverse effect on our business
- 18We may be held responsible for environmental liabilities with respect to properties to which we obtain title, resulting in significant financial loss
- 19We may be adversely affected by the soundness of other financial institutions including the FHLB of New York
- 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
- 21The Company has risk related to legal proceedings
Risks Related to Information Technology, Cybersecurity and Data Privacy
- 22The Company may be adversely affected by fraud
- 23We continually encounter technological change and the failure to understand and adapt to these changes could have a material adverse impact on our business
- 24The development and use of AI exposes us to risks that may adversely impact our business23% rewritten
Risks Related to an Investment in the Company’s Securities
- 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
General Risks
- 26The risks presented by acquisitions could adversely affect our financial condition and results of operations20% rewritten
- 27the impairment of relationships with the acquired company’s employees and customers as a result of changes in ownership and management
- 28We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations
Other NBT Bancorp 10-Ks
- FY2024 10-K risk factors38 risks
NBT Bancorp's risk profile is heavily weighted toward regional economic concentration, credit risk in commercial lending, and execution risks tied to the pending merger with Evans.
Filed Feb 28, 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.