[8-K] NBT Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

PepsiCo (PEP) filed an 8-K (Item 8.01) disclosing the completion of a euro-denominated senior notes offering.

• Instruments issued: €500 m 3.450% Senior Notes due 2037 and €500 m 4.050% Senior Notes due 2055.
• Gross proceeds: €1.0 bn; net proceeds: approximately €989 m after underwriting discounts and expenses.
• Use of funds: general corporate purposes, including repayment of commercial paper.
• Pricing: issued at 99.546% (2037) and 99.674% (2055); make-whole call at CGB +15 bps until par-call windows (Apr 28 2037 / Jan 28 2055).
• Ranking: unsecured, pari passu with existing senior debt; governed by the Feb 12 2024 indenture with U.S. Bank Trust Co.
• Bookrunners: Deutsche Bank, HSBC, Mizuho.

The transaction lengthens PepsiCo’s debt maturity profile at fixed rates near current euro yields and modestly increases total leverage. No changes to guidance, operations or covenant structure were disclosed.

Positive

• Locks in long-term funding at 3.450%-4.050% in euros, below recent USD equivalents, lowering interest-rate risk.
• Refinances short-term commercial paper, extending maturity profile and improving liquidity.

Negative

• Increases absolute debt by €1 bn, modestly raising leverage and future interest expense.

Insights

Fixed-Income Analyst

TL;DR: Routine €1 bn bond sale strengthens liquidity, adds long-dated euro debt; impact modestly positive.

The dual-tranche issue locks in sub-4.1% coupons for 12- and 30-year money, attractive relative to U.S. dollar curve and PepsiCo’s weighted-average cost of debt (~3.6%). Proceeds refinance short-term commercial paper, limiting incremental leverage and reducing near-term rollover risk. Demand appeared healthy given near-par pricing and tight 15 bp make-whole spread. Because PepsiCo already maintains A/A1 ratings, the deal is unlikely to move credit metrics materially; however, it marginally improves liquidity duration and diversifies funding. Equity impact is neutral as dilution is absent and interest expense rise is immaterial versus 2024 EBIT of >$13 bn.

Portfolio Manager

TL;DR: Standard liability-management exercise; equity-holder effect minimal.

The offering signals continued access to deep European debt markets at favorable terms. Euro coupons compare well to recent dollar issues (e.g., 3.55% 2034). While total debt inches up, PepsiCo’s net-debt/EBITDA remains under 2×, leaving capital-return capacity intact. No covenant restrictions or share-buyback commentary were added, so valuation drivers stay unchanged. Overall, the filing is not market-moving but confirms balance-sheet flexibility.

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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): July 28, 2025

NBT BANCORP INC.

(Exact name of registrant as specified in its charter)

Delaware	000-14703	16-1268674
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

52 South Broad Street, Norwich, New York 13815

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (607) 337-2265

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:

☐
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 class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.01 per share	NBTB	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 2.02 Results of Operations and Financial Condition

On July 28, 2025, NBT Bancorp Inc. issued a press release describing its results of operations for the quarter ended June 30, 2025. That press release is furnished as Exhibit 99.1 hereto. A conference call will be held at 10:00 a.m. Eastern Time on Tuesday, July 29, 2025, to review the second quarter 2025 financial results. The audio webcast link, along with the corresponding presentation slides, will be available on the Event Calendar page of the Company’s website at www.nbtbancorp.com.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of NBT Bancorp Inc. July 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	NBT BANCORP INC.
Date: July 28, 2025	By:	/s/ Annette L. Burns
		Annette L. Burns
		Executive Vice President and Chief Financial Officer

FAQ

What did PepsiCo (PEP) announce in its July 28 2025 8-K?

It completed a €1 bn offering of 3.450% notes due 2037 and 4.050% notes due 2055.

How much net cash will PepsiCo receive from the bond sale?

Approximately €989 million after discounts and expenses.

What will PepsiCo use the proceeds for?

General corporate purposes, including repayment of outstanding commercial paper.

Are the new notes secured or unsecured?

They are unsecured senior obligations, ranking pari passu with existing senior debt.

Who managed the offering?

Deutsche Bank AG, London Branch, HSBC Bank plc and Mizuho International plc served as joint book-running managers.

When do the notes mature and what are their coupons?

2037 notes mature July 28 2037 at 3.450%; 2055 notes mature July 28 2055 at 4.050%.