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Get filing alertsNB Bancorp raises $100M via 7.50% subordinated notes due 2036
Filed November 6, 2026 · Period ending November 6, 2026 · ~1 min read
Key Changes
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Issued $100M of 7.50% fixed-to-floating subordinated notes due 2036 at par; fixed until Nov 2031, then SOFR + 305 bps.
Item 1.01 verify on EDGAR → -
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Pro forma total risk-based capital ratio rises to 13.78% (consolidated) from 12.42%; bank-level ratio to 12.39% from 12.00%.
Exhibit 99.2 view on EDGAR → -
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Net proceeds estimated at ~$98.3M; at least $30M earmarked for Tier 1 capital contribution to Needham Bank.
Item 1.01 verify on EDGAR → -
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Notes rated BBB- by Kroll Bond Rating Agency; unsecured, subordinated, and not guaranteed by any subsidiary.
Exhibit 99.1 view on EDGAR → -
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Pro forma interest coverage (excl. deposit interest) declines to 8.0x from 16.3x for nine months ended Sep 30, 2026.
Exhibit 99.2 view on EDGAR →
Summary
NB Bancorp completed a $100 million private placement of 7.50% fixed-to-floating subordinated notes due 2036. The notes pay a fixed 7.50% annual rate until November 15, 2031, then reset quarterly to three-month SOFR plus 305 basis points.
The company estimates net proceeds of approximately $98.3 million and intends to use the funds for general corporate purposes, including supporting liquidity, bank capital ratios, dividends, and share repurchases. At least $30 million is initially earmarked for a Tier 1 capital contribution to Needham Bank.
The offering strengthens the company's capital position: pro forma consolidated total risk-based capital ratio increases to 13.78% from 12.42%, and the bank-level ratio rises to 12.39% from 12.00%. However, the additional interest expense reduces pro forma interest coverage (excluding deposit interest) to 8.0x from 16.3x for the nine months ended September 30, 2026. The notes are unsecured, subordinated to senior debt, and obligations only of the holding company, not of any subsidiary. They received an investment-grade BBB- rating from Kroll Bond Rating Agency. For retail holders, this is a capital raise that improves regulatory capital ratios but adds fixed interest costs and subordinated debt to the capital structure. The company has agreed to register exchange notes, which would make the notes freely tradable; failure to meet registration obligations would trigger additional interest payments.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · view on EDGAR →
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company intends to use the net proceeds from the offering for general corporate purposes, including to support the Company’s liquidity, to support the Bank’s capital ratios, to fund the payment of quarterly cash dividends to the Company’s stockholders, if and when declared, and to fund the repurchase from time to time of shares of the Company’s common stock. The Company initially intends to contribute at least $30 million to the Bank to increase the Bank’s Tier 1 capital.
The company plans to use the proceeds for general corporate purposes, including supporting liquidity and bank capital ratios, funding dividends, and repurchasing common stock. At least $30 million is initially earmarked for a capital contribution to Needham Bank to increase its Tier 1 capital.
Added in current filing · verify on EDGAR →
Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreement, it would be required to pay additional interest to the holders of the Subordinated Notes unless and until the Company cures each applicable breach of the Registration Rights Agreement.
The company agreed to exchange the notes for registered notes with substantially the same terms. If it fails to meet its registration obligations, it must pay additional interest until the breach is cured, which creates a financial incentive to complete the exchange.
Added in current filing · verify on EDGAR →
The Subordinated Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Subordinated Notes rank junior in right to payment to the Company’s current and future senior indebtedness.
The notes are unsecured and subordinated to the company's senior debt, meaning they carry higher risk for investors. They are obligations only of the holding company, not of Needham Bank or any subsidiary, and are not guaranteed by any subsidiary.
Event · Item 7.01 — Regulation FD Disclosure
NB Bancorp completed a subordinated notes offering and furnished a press release and investor presentation.
Added in current filing · verify on EDGAR →
announcing the completion of the offering of the Subordinated Notes
The company announced it completed an offering of subordinated notes. The filing does not disclose the size, pricing, or terms of the offering in the body of the 8-K; those details would be in the furnished exhibits.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
the Company delivered an investor presentation to potential investors on a confidential basis
In connection with the offering, the company shared a confidential investor presentation with potential investors. This is a routine disclosure under Regulation FD.
Event · Exhibit 99.1
Added in current filing · verify on EDGAR →
The Company intends to use the net proceeds for general corporate purposes.
The company has not specified a particular use for the capital raised, stating only that it will be used for general corporate purposes.
Added in current filing · view on EDGAR →
The Notes were rated BBB- by Kroll Bond Rating Agency.
The notes received an investment-grade rating of BBB- from Kroll Bond Rating Agency, which may help the company access a broader investor base.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
the Company entered into registration rights agreements with the purchasers of the Notes pursuant to which the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act of 1933
The company agreed to register exchange notes with substantially the same terms, which would allow the notes to be freely tradable. This is a common feature in private placements.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
BBB- by Kroll Bond Rating Agency
The proposed notes have been assigned a BBB- rating by Kroll Bond Rating Agency. This is an investment-grade rating, indicating moderate credit risk.
Added in current filing · view on EDGAR →
Reg. D Private Placement with Registration Rights Fixed-to-Floating Rate (Fixed During First Five Years)
The offering will be a Reg. D private placement with registration rights. The notes will pay a fixed rate for the first five years, then convert to a floating rate for the remaining five years.
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Figures/quotes linked to EDGAR · Narrative written by AI · Nov 9, 2026 · How we verify