NBT Bancorp (NASDAQ: NBTB) director receives 1,050-share equity retainer grant

Rhea-AI Filing Summary

Hoeller Heidi M reported acquisition or exercise transactions in this Form 4 filing.

NBT Bancorp Inc. director Heidi M. Hoeller received an equity grant as part of her board compensation. On May 19, 2026, she was awarded 1,050 shares of NBT Bancorp Inc. common stock at $0.00 per share under the company’s 2024 Omnibus Incentive Plan.

The award is structured as restricted stock units that serve as the annual retainer for outside directors and vest in one year. Following this grant, Hoeller directly holds 13,660 shares of NBT Bancorp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hoeller Heidi M

Role null

Type	Security	Shares	Price	Value
Grant/Award	NBT Bancorp Inc. Common Stock	1,050	$0.00	--

Holdings After Transaction: NBT Bancorp Inc. Common Stock — 13,660 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Equity grant size: 1,050 shares Grant price: $0.00 per share Post-transaction holdings: 13,660 shares +1 more

4 metrics

Equity grant size 1,050 shares Director award on May 19, 2026

Grant price $0.00 per share Non-cash equity compensation

Post-transaction holdings 13,660 shares Direct holdings after award

Transaction direction 1 acquisition transaction Form 4 transactionSummary acquireCount

Key Terms

2024 Omnibus Incentive Plan, restricted stock units, annual retainer

3 terms

2024 Omnibus Incentive Plan financial

"Acquired pursuant to the NBT Bancorp Inc. 2024 Omnibus Incentive Plan."

restricted stock units financial

"Each outside director is entitled to receive an annual retainer for Board service in the form of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

annual retainer financial

"Each outside director is entitled to receive an annual retainer for Board service in the form of restricted stock units"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hoeller Heidi M

(Last) (First) (Middle)

52 SOUTH BROAD STREET

(Street)

NORWICH NEW YORK 13815

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NBT BANCORP INC [ NBTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
NBT Bancorp Inc. Common Stock	05/19/2026		A		1,050(1)	A	$0.0	13,660	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Acquired pursuant to the NBT Bancorp Inc. 2024 Omnibus Incentive Plan. Each outside director is entitled to receive an annual retainer for Board service in the form of restricted stock units of the Company's common stock that vest in one year.

	By: Annette L. Burns, Power of Attorney For: Heidi M. Hoeller	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NBTB director Heidi Hoeller report?

Director Heidi M. Hoeller reported receiving 1,050 shares of NBT Bancorp Inc. common stock as an equity award. The grant represents board compensation under the company’s 2024 Omnibus Incentive Plan and was recorded at $0.00 per share as a non-cash award.

How many NBTB shares does Heidi Hoeller hold after this Form 4?

After the reported grant, Heidi M. Hoeller directly holds 13,660 shares of NBT Bancorp Inc. common stock. This total includes the newly awarded 1,050 shares received as director compensation under the company’s 2024 Omnibus Incentive Plan, which vest after one year.

Was the NBTB insider transaction a market purchase or sale?

The NBTB insider transaction was not a market purchase or sale. Heidi M. Hoeller received 1,050 shares at $0.00 per share as a grant under the 2024 Omnibus Incentive Plan, representing compensation in restricted stock units rather than an open-market trade.

What is the NBT Bancorp 2024 Omnibus Incentive Plan mentioned in the Form 4?

The NBT Bancorp 2024 Omnibus Incentive Plan provides equity-based compensation, including restricted stock units, to eligible participants. Under this plan, each outside director receives an annual retainer in restricted stock units of the company’s common stock that vest in one year for board service.

How is NBTB compensating outside directors in this filing?

NBT Bancorp compensates outside directors partly with equity, granting restricted stock units as an annual retainer. In this filing, director Heidi M. Hoeller received 1,050 shares of common stock at $0.00 per share, vesting after one year of board service.