Needham Bank ESOP Trust discloses 7.5% NB Bancorp (NBBK) ownership stake

Rhea-AI Filing Summary

Needham Bank Employee Stock Ownership Plan Trust reported beneficial ownership of 3,416,458 shares of NB Bancorp, Inc. common stock, representing 7.5% of the class. The trust has sole voting power over 3,074,812 shares and shared voting power over 341,646 shares. It has sole dispositive power over all 3,416,458 shares and no shared dispositive power.

The securities are held by the employee stock ownership plan in the ordinary course of business and are not held for the purpose of changing or influencing control of NB Bancorp, according to the certification.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NB Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

63945M107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 63945M107

1

Names of Reporting Persons

Needham Bank Employee Stock Ownership Plan Trust

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,074,812.00
6	Shared Voting Power 341,646.00
7	Sole Dispositive Power 3,416,458.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,416,458.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

EP

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NB Bancorp, Inc.
(b)	Address of issuer's principal executive offices: 1063 Great Plain Avenue, Needham, Massachusetts, 02492
Item 2.
(a)	Name of person filing: Needham Bank Employee Stock Ownership Plan Trust Trustee: Delaware Charter Guarantee & Trust Company dba Principal Trust Company
(b)	Address or principal business office or, if none, residence: 1013 Centre Road, Suite 300 Wilmington, Delaware 19805
(c)	Citizenship: Massachusetts
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 63945M107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,074,812
(b)	Percent of class: 7.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,074,812
	(ii) Shared power to vote or to direct the vote: 341,646
	(iii) Sole power to dispose or to direct the disposition of: 3,416,458
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Needham Bank Employee Stock Ownership Plan Trust

Signature:	/s/ Jared Gillespie
Name/Title:	Jared Gillespie, Vice President Operations, Delaware Charter Guarantee & Trust Company dba Principal Trust Company, Trustee
Date:	02/13/2026

FAQ

What stake in NB Bancorp, Inc. (NBBK) does the Needham Bank ESOP Trust report?

The Needham Bank Employee Stock Ownership Plan Trust reports beneficial ownership of 3,416,458 NB Bancorp common shares, representing 7.5% of the class. This reflects the shares held on behalf of participants in the employee stock ownership plan.

How much voting power does the Needham Bank ESOP Trust have in NB Bancorp (NBBK)?

The trust reports sole voting power over 3,074,812 shares and shared voting power over 341,646 shares of NB Bancorp common stock. Voting power indicates how many shares the trust can vote or direct the voting of.

What dispositive power does the Needham Bank ESOP Trust hold over NBBK shares?

The trust has sole dispositive power over 3,416,458 NB Bancorp shares and no shared dispositive power. Dispositive power means the authority to sell or otherwise decide what to do with the shares held.

Who is the trustee for the Needham Bank ESOP Trust holding NBBK shares?

The trustee for the Needham Bank Employee Stock Ownership Plan Trust is Delaware Charter Guarantee & Trust Company dba Principal Trust Company. The signature is by Jared Gillespie, Vice President Operations at Principal Trust Company, acting as trustee.

Is the Needham Bank ESOP Trust seeking to influence control of NB Bancorp (NBBK)?

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of NB Bancorp, nor in connection with any transaction having that purpose or effect.

What type of reporting person is the Needham Bank ESOP Trust in this NBBK filing?

The filer is the Needham Bank Employee Stock Ownership Plan Trust, an employee benefit plan trust organized in Massachusetts. It is reporting its beneficial ownership of NB Bancorp common stock under Schedule 13G rules.