As filed with the Securities and Exchange Commission
on November 14, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NB BANCORP, INC.
(Exact name of registrant as specified in its
charter)
| Maryland |
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93-2560883 |
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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1063 Grean Plain Avenue
Needham, Massachusetts |
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02492 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
BANKPROV
401(k) plan
(Full title of the plans)
Joseph P. Campanelli
c/o NB Bancorp, Inc.
1063 Great Plain Avenue
Needham, Massachusetts 02492
(781) 444-2100
(Name, address and telephone number of agent
for service)
Copies to:
Michael K. Krebs, Esq.
Nutter, McClennen & Fish, LLP
155 Seaport Boulevard
Boston, Massachusetts 02110
(617) 439-2000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer |
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Accelerated filer |
x |
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| Non-accelerated filer |
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Smaller reporting company |
¨ |
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Emerging growth company |
x |
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 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
This
Registration Statement on Form S-8 (the “Registration Statement”) relates to shares of common stock of NB Bancorp, Inc.
(“Needham”, “Registrant” or “Corporation”), par value $0.01 per share (“Needham common stock”),
that may be offered or sold pursuant to the BankProv 401(k) Plan (the “BankProv 401(k) Plan”), which was assumed
by Needham in connection with the merger described below, if participants in the BankProv 401(k) Plan elect to invest in Needham
common stock through the BankProv 401(k) Plan during payroll periods between November 15, 2025 and the merger of the BankProv
401(k) Plan with Needham’s existing 401(k) plan, inclusive, and an indeterminate amount of plan interests issuable to
eligible participants pursuant to the BankProv 401(k) Plan.
The Merger
Pursuant
to the terms of the Agreement and Plan of Merger, dated June 5, 2025 (the “Merger Agreement”), by and among Needham,
Needham Bank, 1828 MS Inc., a wholly owned subsidiary of Needham formed solely to facilitate the transaction (“Merger Sub”),
Provident Bancorp, Inc. (“Provident”) and BankProv, (i) Merger Sub will merge with and into Provident (the “Merger”)
on November 15, 2025 at 12:01 a.m. (Eastern Time) (the “Effective Time”), (ii) immediately after the Merger,
Provident will merge with and into Needham, with Needham as the surviving entity (the “Holdco Merger”), and (iii) and
immediately after the Holdco Merger, BankProv will merge with and into Needham Bank, with Needham Bank as the surviving entity (the “Bank
Merger” and, together with the Merger and the Holdco Merger, the “Merger Transaction”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified
in Item 1 and Item 2 of Part I of this Registration Statement is omitted from this filing in accordance with the provisions of Rule 428
under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8.
The documents containing the information specified in Part I will be delivered to the holders as required by Rule 428(b)(1).
These documents and the documents incorporated by reference into this Registration Statement pursuant to Part II, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
In this Registration Statement,
as permitted by law, Needham “incorporates by reference” information from other documents that Needham files with the Securities
and Exchange Commission (the “SEC”). This means that Needham can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and should be read
with the same care.
The following documents
filed (and excluding any documents or portions thereof furnished) with the SEC by Needham are hereby incorporated into this Registration
Statement by reference:
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Annual Report on Form 10-K for
the year ended December 31, 2024, filed with the SEC on March 7, 2025;
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Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC on May 9, 2025; Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025, filed with the SEC on August 8, 2025; and Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025, filed with the SEC on November 7, 2025; |
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Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Shareholders, filed with the SEC on March 14, 2025; |
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Current Reports on Form 8-K, filed with the SEC on January
6, 2025, January
22, 2025, January
29, 2025, January
31, 2025, March
31, 2025, April
22, 2025, April
24, 2025, May
7, 2025, June
5, 2025 (as amended by that certain Current Report on Form 8-K/A, filed with the SEC on June 5, 2025),
July
16, 2025, July 23, 2025, July
29, 2025, October
8, 2025, October
20, 2025, October 22, 2025 (as amended by that certain Current Report on Form 8-K/A, filed with the SEC on October 23, 2025), October
31, 2025, November
4, 2025, November 13, 2025 (as amended by that certain Current Report on Form 8-K/A, filed with the SEC on November 13, 2025), and November 14, 2025; and |
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The description of Needham’s common stock contained in Exhibit 4.2 to Needham’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 7, 2025. |
In
addition, all documents filed by Needham pursuant to Section 13(a), 13(c) 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) (other than those documents or portions of those documents that may be
“furnished” and not filed with the SEC), subsequent to the effective date of this Registration Statement, prior to the
filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any
statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated
by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description
of Securities.
Not applicable.
Item 5. Interests
of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification
of Directors and Officers.
Articles 10 and 11 of the
Articles of Incorporation of the Corporation set forth the circumstances under which directors, officers, employees and agents of the
Corporation may be insured or indemnified against liability which they may occur in their capacity as such:
ARTICLE 10. Indemnification, etc.
of Directors and Officers.
A. Indemnification. The
Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request
any other entity, to the fullest extent required or permitted by the Maryland General Corporation Law (“MGCL”) now or hereafter
in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees
and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided
in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify
any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.
B. Procedure. If
a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim
has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period
shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting
or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both
(i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of
conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary
for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall
be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification
set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or,
in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce
a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article 10 or otherwise shall be on the Corporation.
C. Non-Exclusivity. The
rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right
that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote
of stockholders or the Board of Directors, or otherwise.
D. Insurance. The
Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.
E. Miscellaneous. The
Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent
such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise
indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of
this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer
and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
F. Limitations Imposed
by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by
the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation,
Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.
Any repeal or modification
of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer
or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is
in force.
ARTICLE 11. Limitation
of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders
for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in
money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to
the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding
that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further
eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall
be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.
Any repeal or modification
of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such repeal or modification.
Item 7. Exemption
from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| 4.1 |
Articles of Incorporation of NB Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 (file no. 333-272567), filed June 9, 2023). |
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| 4.2 |
Bylaws of NB Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 (file no. 333-272567), filed June 9, 2023). |
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| 5.1 |
Opinion of Nutter, McClennen & Fish, LLP regarding legality of securities being registered |
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| 10.1 |
BankProv 401(k) Plan |
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| 23.1 |
Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5.1)* |
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| 23.2 |
Consent of Independent Registered Public Accounting Firm* |
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| 24.1 |
Power of Attorney (contained on signature page) |
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| 107 |
Filing Fee Table* |
* Filed
herewith
Item 9. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed
in this registration statement or any material change to such information in this registration statement; |
Provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement; provided
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act), that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Needham, Commonwealth
of Massachusetts, on November 14, 2025.
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NB BANCORP, INC. |
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By: |
/s/ Joseph P. Campanelli |
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Name: Joseph P. Campanelli |
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Title: Chairman, President and Chief Executive Officer
(Duly Authorized Representative) |
POWER OF ATTORNEY
We, the undersigned directors
and officers of NB Bancorp, Inc. (the “Corporation”) hereby severally constitute and appoint Joseph P. Campanelli and
Jean-Pierre Lapointe, as our true and lawful attorneys and agents, to do any and all things in our names in the capacities indicated below
which said Joseph P. Campanelli and Jean-Pierre Lapointe may deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended (“Act”), and any rules, regulations and requirements of the Securities and Exchange Commission
(“SEC”), in connection with the registration under such Act of shares of the Corporation’s common stock, par value of
$0.01 per share (“Common Stock”), that may be offered or sold under the BankProv 401(k) Plan (the “BankProv 401(k) Plan”)
if participants elect to invest in the shares of the Corporation’s Common Stock through the BankProv 401(k) Plan during payroll
periods between November 15, 2025 and the merger of the BankProv 401(k) Plan with Needham’s
existing 401(k) plan, inclusive, and an indeterminate amount of plan interests issuable to eligible participants pursuant
to the BankProv 401(k) Plan, and, further, to execute and sign any and all amendments thereto (including post-effective amendments)
and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, hereby granting to such attorneys-in-fact
and agents, each acting alone, the full power and authority to do and perform every act and thing requisite, necessary or advisable to
be done in and about the premises, as fully and to all intents and purposes as any such officer or director might or could do in person,
and hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done
by virtue hereof, with such persons being authorized to take or cause to be taken any and all such further actions in connection therewith
in the name and on behalf of the Corporation as they, in their sole discretion, deem necessary or appropriate.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and
on the date indicated.
| Signature |
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Title |
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| /s/ Joseph P. Campanelli |
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Director, Chairman, Chief Executive Officer and President |
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November 14, 2025 |
| Joseph P. Campanelli |
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(Principal Executive Officer) |
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| /s/ Jean-Pierre Lapointe |
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Executive Vice President and Chief Financial Officer |
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November 14, 2025 |
| Jean-Pierre Lapointe |
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(Principal Financial Officer) |
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| /s/ Francis X. Orfanello |
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Lead Independent Director |
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November 14, 2025 |
| Francis X. Orfanello |
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| /s/ Paul Ayoub |
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Director |
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November 14, 2025 |
| Paul Ayoub |
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| /s/ William Darcey |
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Director |
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November 14, 2025 |
| William Darcey |
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| /s/ Susan Elliott |
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Director |
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November 14, 2025 |
| Susan Elliott |
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| /s/ Angela D. Jackson |
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Director |
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November 14, 2025 |
| Angela D. Jackson |
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| /s/ Christopher Lynch |
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Director |
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November 14, 2025 |
| Christopher Lynch |
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| /s/ Kenneth Montgomery |
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Director |
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November 14, 2025 |
| Kenneth Montgomery |
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| /s/ Joseph R. Nolan, Jr. |
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Director |
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November 14, 2025 |
| Joseph R. Nolan, Jr. |
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| /s/ Hope E. Pascucci |
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Director |
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November 14, 2025 |
| Hope E. Pascucci |
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| /s/ Joseph Reilly |
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Director |
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November 14, 2025 |
| Joseph Reilly |
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| /s/ Raza Shaikh |
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Director |
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November 14, 2025 |
| Raza Shaikh |
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| /s/ Mark Whalen |
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Director |
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November 14, 2025 |
| Mark Whalen |
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