NB Bancorp, Inc. filed a Form 8-K on November 6, 2026, disclosing the issuance of $100,000,000 in aggregate principal amount of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036 through a private placement to qualified institutional buyers and institutional accredited investors.

Key Highlights

  • Principal amount: $100,000,000 in Subordinated Notes issued at 100% of principal amount on November 6, 2026.
  • Fixed rate period: Interest accrues at 7.50% per annum, payable semi-annually in arrears, through but excluding November 15, 2031.
  • Floating rate period: From November 15, 2031 to maturity or redemption, the rate resets quarterly to three-month term SOFR plus 305 basis points, payable quarterly in arrears.
  • Estimated net proceeds: Approximately $98,265,004.75 after expenses, according to the filing.
  • Capital contribution: The company disclosed it initially intends to contribute at least $30 million to Needham Bank to increase the Bank's Tier 1 capital.
  • Regulatory capital treatment: The Subordinated Notes are intended to qualify as Tier 2 capital of the company for regulatory capital purposes.
  • Trustee: UMB Bank, N.A. serves as trustee under the Indenture dated November 6, 2026.

NB Bancorp's $100 Million Subordinated Note Offering: Key Terms and Intended Uses

According to the filing, NB Bancorp, Inc. (NASDAQ:NBBK), the holding company of Needham Bank, entered into a Subordinated Note Purchase Agreement on November 6, 2026, with certain qualified institutional buyers and institutional accredited investors. The company issued $100,000,000 in aggregate principal amount of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036 in a private placement relying on the exemption from Securities Act registration provided by Section 4(a)(2) and Regulation D.

The Subordinated Notes mature on November 15, 2036. The filing states that interest is fixed at 7.50% per annum, payable semi-annually in arrears, to but excluding November 15, 2031. After that date, the rate resets quarterly to three-month term SOFR plus 305 basis points. The company disclosed it is entitled to redeem the notes, in whole or in part, at any time on or after November 15, 2031, and may also redeem the notes in whole upon certain defined events, including a "Tax Event," a "Tier 2 Capital Event," or the company becoming required to register as an investment company, in each case subject to any required prior regulatory approval.

The filing indicates the company estimates net proceeds of approximately $98,265,004.75. Stated intended uses include general corporate purposes, supporting the company's liquidity, supporting the Bank's capital ratios, funding quarterly cash dividends if and when declared, and funding share repurchases from time to time. The filing also discloses that the notes are unsecured, subordinated obligations of the company only, are not guaranteed by any subsidiary, and rank junior in right of payment to the company's current and future senior indebtedness. The notes are not convertible into or exchangeable for other securities or assets, and are not subject to redemption at the option of holders. In connection with the offering, the company also entered into a Registration Rights Agreement with the note purchasers, under which the company agreed to take certain actions to provide for the exchange of the Subordinated Notes for registered Exchange Notes on substantially the same terms.

What Was Disclosed

NB Bancorp disclosed the issuance of $100,000,000 in subordinated notes at 7.50% fixed-to-floating rate, maturing 2036, through a private placement, with estimated net proceeds of approximately $98,265,004.75 and an initial plan to contribute at least $30 million to Needham Bank's Tier 1 capital.