NBT BANCORP INCNBTB

NBT BANCORP INC Stock Compensation Disclosure

10-KFiled Feb 27, 20263 min read
13.          Stock-Based Compensation

In May 2024, the Company adopted the NBT Bancorp Inc. 2024 Omnibus Incentive Plan (the “Stock Plan”) replacing the 2018 Omnibus Incentive Plan. Under the terms of the Stock Plan, equity-based awards are granted to directors and employees to increase their direct proprietary interest in the operations and success of the Company. The Stock Plan assumed all prior equity-based incentive plans and any new equity-based awards are granted under the terms of the Stock Plan. Restricted shares granted under the Plan typically vest after three or five years for employees and one year for non-employee directors. Restricted stock units granted under the Stock Plan may have different terms and conditions. Performance shares and units granted under the Stock Plan for executives may have different terms and conditions. Since 2011, the Company primarily grants restricted stock unit awards. Stock option grants since that time were reloads of existing grants which terminate ten years from the date of the grant. Under terms of the Stock Plan, stock options are granted to purchase shares of the Company’s common stock at a price equal to the fair market value of the common stock on the date of the grant. Shares issued as a result of vesting of restricted stock unit awards and stock option exercises are funded from the Company’s treasury stock.

The Company has outstanding restricted stock granted from various plans at December 31, 2025. The Company recognized $5.3 million, $6.0 million and $5.1 million in stock-based compensation expense related to these stock awards for the years ended December 31, 2025, 2024 and 2023, respectively. Tax benefits recognized with respect to restricted stock units were $2.7 million, $1.5 million and $1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. Unrecognized compensation cost related to restricted stock units totaled $5.5 million at December 31, 2025 and will be recognized over 1.5 years on a weighted average basis. Shares issued are funded from the Company’s treasury stock. The following table summarizes information for unvested restricted stock units outstanding as of December 31, 2025:

 
  
Number
of Shares
    
Weighted-
Average Grant
Date Fair Value
  
Unvested at January 1, 2025
    
583,478
    
$
33.32
  
Forfeited
    
(9,738
)
    
34.24
  
Vested
    
(246,507
)
    
33.15
  
Granted
    
148,847
      
40.97
  
Unvested at December 31, 2025
    
476,080
    
$
35.78
  

As of December 31, 2024, there were 3,850 options outstanding with a weighted average exercise price of $30.36 which were fully exercised during 2025. There were no options outstanding at December 31, 2025. There was no stock-based compensation expense for stock option awards for the years ended December 31, 2025, 2024 and 2023.

Cash proceeds, tax benefits and intrinsic value related to total stock options exercised is as follows:

 
Years Ended December 31,
  
(In thousands)
  
2025
    
2024
    
2023
  
Proceeds from stock options exercised
  
$
117
    
$
61
    
$
91
  
Tax benefits related to stock options exercised
    
13
      
2
      
13
  
Intrinsic value of stock options exercised
    
52
      
8
      
50
  

The Company has 493,424 securities remaining available to be granted as part of the Plan at December 31, 2025.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Feb 28, 2025
2023Feb 29, 2024
2022Mar 1, 2023

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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