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 28, 2025

NB Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)


Maryland
  
001-41899
  
93-2560883
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
     
1063 Great Plain Avenue, Needham, Massachusetts
  
02492
(Address of Principal Executive Offices)
  
(Zip Code)


Registrant’s telephone number, including area code: (781) 444-2100

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 (see General Instruction A.2. below):

☐
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 each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share
  
NBBK
     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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2025, Needham Bank (the “Bank”), the wholly owned subsidiary of NB Bancorp, Inc., adopted an amendment to freeze benefits under the Second Amended and Restated Director Retirement Plan (the “DRP”) to provide that no additional benefits will accrue on participants’ behalf after December 31, 2024 (the “Benefit Freeze Amendment”).

In addition, on January 28, 2025, the Bank adopted an amendment to freeze participation in the Needham Bank Nonqualified Deferred Compensation Plan for Officers (the “NQDP”) to provide that no new participants may begin participating in the NQDP after January 28, 2025 (the “Participation Freeze Amendment”).

The foregoing descriptions of the Benefit Freeze Amendment and the Participation Freeze Amendment do not purport to be complete and are qualified in their entirety by reference to the Benefit Freeze Amendment attached hereto as Exhibit 10.1 and the Participation Freeze Amendment attached hereto as Exhibit 10.2 of this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
   
 
Exhibit No.
Description
     
 
Third Amendment to Second Amended and Restated Director Retirement Plan
 
First Amendment to Needham Bank Nonqualified Deferred Compensation Plan for Officers
 
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: January 31, 2025
By:   
/s/ Joseph Campanelli
   
Joseph Campanelli
   
Chairman, President and Chief Executive Officer
     


Exhibit 10.1


NEEDHAM BANK

THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED DIRECTOR RETIREMENT PLAN

WHEREAS, Needham Bank (hereinafter referred to as the “Bank”) previously established the  Needham Bank Second Amended and Restated Director Retirement Plan, effective July 18, 2013 (the  “Director Retirement Plan”), as amended by the First Amendment to the Second Amended and Restated Director Retirement Plan and the Second Amendment to the Second Amended and Restated Director Retirement Plan; and

 WHEREAS, the 2013 Amended Plan provides certain benefits to the Bank Directors (or their Beneficiary) in the form of a supplemental retirement benefit payment which shall occur upon certain events provided for within the 2013 Amended Plan; and

WHEREAS, the Bank and the Directors wish to amend the Director Retirement Plan to freeze the benefits of all participants in the plan as of December 31, 2024; and

WHEREAS, Section 14 of the Director Retirement Plan provides for the modification of the Director Retirement Plan through the execution of this Third  Amendment to Second Amended and Restated Director Retirement Plan by the Bank and with the consent of the Bank’s participating director(s).

NOW THEREFORE, for good and valuable consideration, the sufficiency of which shall not be questioned, the Bank does hereby amend the Director Retirement Plan as follows:

1) Section 2, Certain Definitions, subsection (i) Normal Plan Benefit, is amended by adding the following language to the end thereof:

“Notwithstanding the foregoing, the Normal Retirement Benefit for Directors shall be fixed and frozen as of December 31, 2024, and the benefit shall not increase as a result of any change in the Annual Director Fee Amount or other remuneration after December 31, 2024.”

2) All other provisions of the Director Retirement Plan shall remain in full force and in effect as presently written.


IN WITNESS WHEREOF, the Bank has executed this Third Amendment to the Second Amended and Restated Director Retirement Plan on this January 28, 2025.

Needham Bank:

By: /s/ Christopher Lynch

Title:   Chairman of the Compensation Committee


PURSUANT TO SECTION 14, AMEDMENT AND REVOCATION, WRITTEN CONSENT IS TO BE PROVIDED BY THE BANK AND THE DIRECTORS, CURRENT AND FORMER, RECEIVING BENEFITS UNDER THE PLAN BEFORE ANY AMENDMENT TO THE PLAN IS EFFECTIVE.
Exhibit 10.2


NEEDHAM BANK

FIRST AMENDMENT TO
NEEDHAM BANK NONQUALIFIED DEFERRED COMPENSATION PLAN FOR OFFICERS


WHEREAS, Needham Bank (hereinafter referred to as “Bank”) previously established the Needham Bank Nonqualified Deferred Compensation Plan for Officers, effective April 1, 2013 (the “Plan”), for a select group of management or highly compensated employees; and

 WHEREAS, the Bank desires to amend the Plan to freeze the Plan with respect to new participants; and

WHEREAS, Section 7.1 of the Plan provides that the Bank may amend the Plan in certain respects at any time.

NOW THEREFORE, the Bank does hereby amend the Plan as follows, effective as of January 28, 2025:

The following new sentence is added to the end of Section 1.16 of the Plan:

“Notwithstanding the foregoing, effective as of January 28, 2025 (the “Freeze Date”), the Plan shall be frozen with respect to designating Executives to participate in the Plan.  Accordingly, after the Freeze Date, no Executive who is not already participating in the Plan will be eligible to be selected and approved to participate in the Plan.  This amendment will not affect any Executive who is already participating in the Plan as of the Freeze Date.”


[signature page follows]
IN WITNESS WHEREOF, Needham Bank has executed this First Amendment to the Needham Bank Nonqualified Deferred Compensation Plan for Officers on this January 28, 2025.

Needham Bank:

By: /s/ Christopher Lynch

Title: Chairman of the Compensation Committee









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Document and Entity Information
Jan. 28, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 28, 2025
Entity File Number 333-272567
Entity Registrant Name NB Bancorp, Inc.
Entity Central Index Key 0001979330
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 93-2560883
Entity Address, Address Line One 1063 Great Plain Avenue
Entity Address, City or Town Needham
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02492
City Area Code 617
Local Phone Number 387-1110
Title of 12(b) Security Common Stock, Par Value $0.01 Per Share
Trading Symbol NBBK
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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