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Bank of N.T. Butterfield & Son Ltd (NTB) Chief Operating Officer Michael Walter Neff reported selling 5,500 Ordinary shares on 2026-08-14 in a sale characterized as an open market or private transaction at an average price of $63.6592 per share. After this transaction, he directly holds 43,218 Ordinary shares of NTB. The Rule 10b5-1 trading plan checkbox was not marked as applicable.
The Bank of N.T. Butterfield & Son Limited is asking shareholders at its 18 September 2026 virtual AGM to approve the issuance of new shares needed to complete its proposed acquisition of CIBC Caribbean. The transaction values CIBC Caribbean at $1.794 billion, or 1.06x tangible book value and approximately 8.6x 2025 Adjusted Earnings, with about 61% of the consideration in cash and 39% in Butterfield shares.
Butterfield will issue about 11.58 million new shares to CIBC and expects to issue a further 1.36–3.47 million shares to CIBC Caribbean and CIBC Bahamas minority holders, leaving existing shareholders with roughly 72.3%–75.2% of the enlarged group. The combined bank would have around $29 billion in assets and more than $25 billion in deposits, with 42 branches across 10 Caribbean markets. Management projects the deal to be roughly 15% accretive to cash EPS and about 10% accretive to tangible book value per share in the first full year, with an expected internal rate of return above 20% and identified annual pre-tax cost savings of $49 million phased in over four years. Butterfield plans to fund the cash portion using existing resources and up to $700 million of Tier 2 subordinated debt, and intends to maintain its quarterly dividend of $0.50 per share.
The Bank of N.T. Butterfield & Son Limited is providing investors with detailed historical financial information for CIBC Caribbean Bank Limited in connection with its previously announced acquisition of CIBC Caribbean from CIBC-related entities. Audited consolidated and carve-out financial statements for the years ended October 31, 2025 and 2024 and unaudited interim financials for the six months ended April 30, 2026 are furnished.
For the year ended October 31, 2025, CIBC Caribbean reported net income of $213,024 thousand (down from $275,715 thousand in 2024) and total assets of $13,758,295 thousand, including loans and advances to customers of $7,439,589 thousand and customer deposits of $11,814,485 thousand. Credit loss expense on financial assets rose to $47,673 thousand from $2,667 thousand. Total equity was $1,667,761 thousand, of which $1,627,309 thousand was attributable to equity holders of the parent.
The financial statements were prepared under IFRS and received an unmodified audit opinion from Ernst & Young Ltd. This 6-K, including the CIBC Caribbean financials and the auditor’s consent, is incorporated by reference into Butterfield’s Form F-3 registration statement (No. 333-277362), supporting disclosure for the pending acquisition.
Bank of N.T. Butterfield & Son Ltd reported that Chief Financial Officer Michael Schrum exercised or converted 73,208 restricted stock units into 73,208 ordinary shares on 9-Aug-2026. Following these transactions, he holds 275,247 ordinary shares directly and 171,611 restricted stock units. The restricted stock units represent a contingent right to receive one ordinary share upon vesting and are scheduled to vest on several dates between 2027 and 2030, subject to continued service; they do not expire but either vest and settle or are forfeited.
Bank of N.T. Butterfield & Son Ltd reports that Chief Executive Officer Michael W. Collins executed an equity compensation transaction involving 146,415 restricted stock units (RSUs) linked to ordinary shares and a corresponding acquisition of 146,415 ordinary shares on 2026-08-09. Following these moves, he directly holds 207,037 ordinary shares and 318,426 RSUs, each RSU representing a contingent right to receive one ordinary share upon vesting. The RSUs referenced in the footnotes vest on specified dates from February 2027 through February 2033 and do not expire, instead either vesting and settling into shares or being forfeited or cancelled.
Michael McWatt, Managing Director, Cayman at Bank of N.T. Butterfield & Son Ltd, sold 12,000 ordinary shares on 2026-08-05 at $61.7766 per share in a sale categorized as an open market or private transaction, and now directly owns 22,544 ordinary shares.
Bank of N.T. Butterfield & Son Ltd director John R. Wright sold 5,000 ordinary shares on 2026-08-04 at $59.50 per share in an open-market or private transaction. Following the sale, he directly held 5,102 shares. The filing does not indicate use of a Rule 10b5-1 plan.
The Bank of N.T. Butterfield & Son Limited has appointed Puglisi & Associates as its authorized representative in the United States, effective August 5, 2026, for purposes of its automatic shelf registration statement on Form F-3ASR (File no. 333-277362) and any amendments.
Exhibit 99.1 records the signature of Puglisi & Associates, through Managing Director Donald J. Puglisi, who is deemed to have signed the registration statement in Delaware on that date. The company states that this report and the exhibit are incorporated by reference into the registration statement.