NBT Bancorp director granted phantom stock units

Kowalczyk Andrew S III reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Kowalczyk Andrew S III reported acquisition or exercise transactions in this Form 4 filing.

NBT Bancorp Inc. director Andrew S. Kowalczyk III reported new compensation-related equity awards. He received a grant of 1,128.434 shares of phantom stock deemed invested in NBT Bancorp Inc. common stock at $45.86 per share under the Deferred Compensation Plan. Following this award, his phantom stock balance increased to 7,726.928 units, and he also reported holding 13,641.843 shares of NBT Bancorp Inc. common stock directly.

Insider Trade Summary

Grant/Award: 1,128.434 shares

Grant/Award 2 txns

Insider Kowalczyk Andrew S III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,128.434	$45.86	$52K
holding	NBT Bancorp Inc. Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 7,726.928 contracts (Direct); NBT Bancorp Inc. Common Stock — 13,641.843 shares (Direct)

Footnotes (1)

1. F1. Each share of phantom stock is deemed invested in one share of NBT Bancorp Inc. common stock pursuant to the terms of the Deferred Compensation Plan.

Key Figures

Phantom stock granted: 1,128.434 shares Phantom stock reference price: $45.86 per share Phantom stock balance: 7,726.928 units +1 more

4 metrics

Phantom stock granted 1,128.434 shares Grant of phantom stock units on 2026-05-21

Phantom stock reference price $45.86 per share Price per phantom stock share on grant date

Phantom stock balance 7,726.928 units Total phantom stock after grant

Common stock holdings 13,641.843 shares Direct NBT Bancorp common stock held after transactions

Key Terms

Phantom Stock, Deferred Compensation Plan, grant/award acquisition

3 terms

Phantom Stock financial

"The filing lists “Phantom Stock” as a derivative security tied to NBT Bancorp Inc. common stock."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Deferred Compensation Plan financial

"Each share of phantom stock is deemed invested in one share of common stock pursuant to the Deferred Compensation Plan."

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

grant/award acquisition financial

"The transaction is classified as a grant/award acquisition with transaction code A."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NBTB director Andrew S. Kowalczyk III report on this Form 4?

He reported a grant of phantom stock units. The filing shows 1,128.434 phantom stock shares awarded, deemed invested in NBT Bancorp Inc. common stock under the Deferred Compensation Plan, and updated his direct common stock and phantom unit holdings.

How many phantom stock units did NBTB’s Kowalczyk receive in this transaction?

He received 1,128.434 phantom stock units. These units are deemed invested in an equal number of NBT Bancorp Inc. common shares at $45.86 per share, according to the filing’s terms under the company’s Deferred Compensation Plan for directors.

What is Andrew S. Kowalczyk III’s phantom stock balance after this NBTB award?

His phantom stock balance increased to 7,726.928 units. Each phantom stock share is deemed invested in one NBT Bancorp Inc. common share under the Deferred Compensation Plan, giving a clear record of his accumulated deferred compensation units.

How many NBT Bancorp Inc. common shares does Kowalczyk hold after the reported transactions?

He holds 13,641.843 NBT Bancorp Inc. common shares directly. This figure appears in the non-derivative holdings section and reflects his direct ownership position after the date of the phantom stock award transaction reported.

How are the phantom stock units linked to NBTB common stock in this filing?

Each phantom stock share is deemed invested in one NBT Bancorp Inc. common share. This relationship is specified under the company’s Deferred Compensation Plan, meaning the phantom units track the value of NBT Bancorp common stock on a one-for-one basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 12:28 PM EDT Learn about SEC filing dates

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^*

Kowalczyk Andrew S III

(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)
05/21/2026

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								13,641.843	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
Phantom Stock	(1)	05/21/2026		A		1,128.434		(1)	(1)	NBT Bancorp Inc. Common Stock	1,128.434	$45.86	7,726.928	D

Explanation of Responses:

1. Each share of phantom stock is deemed invested in one share of NBT Bancorp Inc. common stock pursuant to the terms of the Deferred Compensation Plan.

	By: Annette L. Burns, Power of Attorney For: Andrew S. Kowalczyk III	05/22/2026
	** 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)