NBT Bancorp (NASDAQ: NBTB) EVP receives stock grants and withholds shares for taxes

Rhea-AI Filing Summary

NBT Bancorp Inc. executive Martin Randolph Sparks reported routine equity compensation activity involving company common stock. On 2026-03-23, he received two grants totaling 2,919 and 2,746 shares at $0.0000 per share, reflecting restricted stock unit awards and performance-based vesting described in the footnotes.

On the same date, 236 and 755 shares were disposed of at $41.99 per share to cover tax liabilities, using share withholding rather than cash. These tax-withholding entries are not open-market sales. After these transactions, Sparks directly held 13,277.882 shares of NBT Bancorp Inc. common stock.

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

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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^*

Sparks Martin Randolph

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP,General Counsel,Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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	03/23/2026		A		2,919(1)	A	$0	14,268.882	D
NBT Bancorp Inc. Common Stock	03/23/2026		F		236	D	$41.99	14,032.882	D
NBT Bancorp Inc. Common Stock	03/23/2026		F		755	D	$41.99	13,277.882	D
NBT Bancorp Inc. Common Stock	03/23/2026		A		2,746(2)	A	$0	16,023.882	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. Pursuant to NBT Bancorp Inc. Omnibus Restricted Stock Unit Agreement the grant vests 20% annually.

2. Earned restricted stock unit vested following the end of a three-year performance period.

	By: Annette L. Burns, Power of Attorney For: Martin Randolph Sparks	03/25/2026
	** 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 transactions did NBTB executive Martin Randolph Sparks report?

Martin Randolph Sparks reported routine equity compensation transactions in NBT Bancorp Inc. common stock. He received two stock grants and had shares withheld to satisfy tax obligations tied to restricted stock unit and performance-based awards, with no open-market purchases or sales disclosed.

How many NBT Bancorp (NBTB) shares were granted to Martin Randolph Sparks?

Sparks received two grants of NBT Bancorp Inc. common stock: 2,919 shares and 2,746 shares at zero price. Footnotes describe these as restricted stock unit and performance-based awards, with vesting occurring over time rather than as immediate, unrestricted cash compensation.

Why were some NBTB shares disposed of in Martin Randolph Sparks’ Form 4?

The Form 4 shows dispositions of 236 and 755 shares at $41.99 per share. These are coded as tax-withholding transactions, meaning shares were delivered to cover tax liabilities, not sold on the open market, which limits their informational value for trading sentiment.

What is Martin Randolph Sparks’ NBT Bancorp shareholding after these transactions?

After the reported grants and tax-withholding dispositions, Sparks directly held 13,277.882 shares of NBT Bancorp Inc. common stock. This figure reflects his updated direct ownership position following the vesting of restricted stock unit and performance-based awards described in the filing.

Do the NBTB Form 4 transactions indicate open-market buying or selling by Sparks?

The transactions do not show open-market buying or selling. The A-coded entries are stock grants, while the F-coded entries represent shares withheld for tax obligations. Such compensation and tax-withholding events are typically mechanical rather than discretionary market trades.

What do the footnotes in Martin Randolph Sparks’ NBTB Form 4 explain?

The footnotes state that one grant under the Omnibus Restricted Stock Unit Agreement vests 20% annually and another reflects earned restricted stock units after a three-year performance period. This clarifies that awards are tied to service and performance conditions, not one-time cash bonuses.