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NBBK on Nasdaq

NB Bancorp

NB Bancorp is a bank holding company founded in 2023.1 It is headquartered in Needham, Massachusetts.1 Its shares trade on Nasdaq under the symbol NBBK.1

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Last updated Oct 21, 2026.

Overview

Dec 27, 2023Founded1

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  • TickerNBBK on Nasdaq1
  • IndustrySavings Institutions, Not Federally Chartered1
  • HeadquartersNeedham, Massachusetts1
  • Business address1063 Great Plain Avenue, Needham, Ma 024923
  • Filer categoryAccelerated filer, Emerging growth company3

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These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report on Form 10-K.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income67$50.3M in 2025+67% since 2022
0$20.0M$40.0M$60.0M2022: $30.1M$30.1M20222023: $9.8M$9.8M2023−67%2024: $42.1M$42.1M2024+329%2025: $50.3M$50.3M2025+19%

Every line of the income statement as filed: the last 3 fiscal years, latest first.7

Period ending2025-12-312024-12-312023-12-31
Interest and fees on loans$315.0M$270.8M$212.2M
Interest on investment securities$9.5M$6.9M$4.8M
Interest and dividends on cash equivalents and other$11.2M$14.9M$5.2M
Total interest and dividend income$335.7M$292.5M$222.2M
Interest on deposits$132.9M$126.9M$76.4M
Interest on borrowings$5.4M$4.4M$14.1M
Total interest expense$138.3M$131.3M$90.4M
NET INTEREST INCOME$197.5M$161.2M$131.7M
Provision for credit losses - loans$4.7M$14.9M$9.7M
(Release of) provision for credit losses - unfunded commitments-$24.0K-$2.8M$4.2M
Total provision for credit losses$4.7M$12.1M$13.9M
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES$192.8M$149.1M$117.8M
Customer service fees$10.5M$7.8M$7.6M
Increase in cash surrender value of BOLI$3.3M$2.3M$1.5M
Mortgage banking income$53.0K$1.0M$581.0K
Swap contract income$1.5M$1.7M$2.2M
Loss on sale of available-for-sale securities, net-$1.9M
Employee retention credit income$3.5M
Other income$852.0K$1.7M$64.0K
Total noninterest income$16.2M$12.6M$15.4M
Salaries and employee benefits$77.5M$67.3M$68.3M
Director and professional service fees$10.5M$8.6M$6.2M
Occupancy and equipment expenses$6.6M$5.6M$5.2M
Data processing expenses$11.5M$9.0M$7.5M
Marketing and charitable contribution expenses$3.8M$3.5M$23.1M
FDIC and state insurance assessments$3.4M$2.8M$4.7M
Merger and acquisition expenses$17.3M
General and administrative expenses$7.3M$6.2M$6.3M
Total noninterest expense$137.9M$103.0M$121.3M
INCOME BEFORE TAXES$71.1M$58.6M$11.8M
INCOME TAX EXPENSE$20.8M$16.5M$2.0M
NET INCOME$50.3M$42.1M$9.8M
Weighted average common shares outstanding, basic37.4M shares39.4M shares42.0M shares
Weighted average common shares outstanding, diluted37.6M shares39.4M shares42.0M shares
Earnings per share, basic$1.34$1.07$0.23
Earnings per share, diluted$1.34$1.07$0.23

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Corporate structure

NB Bancorp sits at the top of its group. 8 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of NB Bancorp

  • NB Bancorp Needham, Massachusetts
    • Needham Bank Subsidiary · Needham, Massachusetts, United States
    • 1892 Investments LLC Subsidiary · Massachusetts, United States
    • 5 Market Street Security Corporation Subsidiary · Massachusetts, United States
    • Easton Square Realty LLC Subsidiary · Massachusetts, United States
    • Needco-op Investment Corporation, Inc. Subsidiary · Massachusetts, United States
    • Needham Bank Subsidiary · Massachusetts, United States
    • Provident Security Corporation Subsidiary · Massachusetts, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What NB Bancorp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$78.6M7 Dec 31, 2025$64.0M7 Dec 31, 2024+22.8%
Accumulated depreciation$32.4M7 Dec 31, 2025$29.3M7 Dec 31, 2024+10.2%
Property and equipment, net$46.2M7 Dec 31, 2025$34.7M7 Dec 31, 2024+33.3%
Operating-lease assets (leased space)$20.0M7 Dec 31, 2025$12.8M7 Dec 31, 2024+55.6%

Investments

ItemLatestA year beforeChange
Loans, net of allowance$5.9B7 Dec 31, 2025$4.3B7 Dec 31, 2024+37.4%
Deposits held (banks)$5.9B7 Dec 31, 2025$4.2B7 Dec 31, 2024+40.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$18.5M7 Dec 31, 2025$07 Dec 31, 2024
Finite-lived intangibles, net$19.3M7 Dec 31, 2025$1.1M7 Dec 31, 2024+1689.0%

Properties, in its own words

We conduct our business through our main office located in Needham, Massachusetts and our branch offices located in Amesbury, Ashland, Boston (Mission Hill), Dedham, Dover, Medfield, Medford, Millis, Natick, Newburyport, Wellesley and Westwood, Massachusetts; Bedford, Exeter, Portsmouth and Seabrook, New Hampshire; and a warehouse lending center in Ponte Vedra Beach, Florida. Additionally, we have two administrative offices in Needham, Massachusetts and one in Wellesley, Massachusetts. We own six of our branch offices, including our main office, and our two administrative offices in Needham, Massachusetts and we lease ten of our branch offices and our administrative office in Wellesley, Massachusetts. The Company acquired three owned and four leased branch locations in the Provident Acquisition totaling $11.2 million in land, buildings, leasehold improvements, furniture, fixtures and equipment at fair value. At December 31, 2025, the total net book value of our land, buildings, leasehold improvements, furniture, fixtures and equipment was $46.2 million.

Item 2 of the 10-K filed Mar 3, 2026.5

Leadership

Who has led NB Bancorp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Joseph P. Campanelli2023–now

President

  1. Joseph P. Campanelli2023–now

Chief financial officer

  1. Jean-Pierre Lapointe2024–now

Chief operating officer

  1. Salvatore J. Rinaldi2023–2024
2025
Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1892 Investments LLC Massachusetts4
  • 5 Market Street Security Corporation Massachusetts4
  • Easton Square Realty LLC Massachusetts4
  • Needco-op Investment Corporation, Inc. Massachusetts4
  • Provident Security Corporation Massachusetts4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 15, 20268-K Results of operations; Regulation FD disclosure; Other events33
  2. Jul 22, 20268-K Results of operations; Regulation FD disclosure; Other events34
  3. May 21, 20268-K Other events35
  4. May 13, 20268-K Other events36
  5. Apr 29, 20268-K Shareholder vote37
  6. Apr 22, 20268-K Results of operations; Executive or director change; Other events38
  7. Feb 4, 20268-K Other events39
  8. Jan 22, 20268-K Results of operations; Other events40
  9. Nov 17, 20258-K Completed an acquisition or sale; Executive or director change; Regulation FD disclosure41
  10. Nov 14, 20258-K Other events42
  11. Nov 13, 20258-K Regulation FD disclosure; Other events43
  12. Nov 13, 20258-K Regulation FD disclosure; Other events44
  13. Dec 28, 2023Went public Listed on NASDAQ1
  14. Dec 27, 2023New chief executive Joseph P. Campanelli becomes CEO11
  15. Dec 27, 2023Founded Founded1

Calendar

Coming up

  1. Around Jan 8, 2027Next results, estimated About a quarter after its last report. The company hasn't announced the date.
  2. Oct 29, 2026Dividend Ex-dividend; $0.07 a share; paid 2026-11-12.45

When it reported results

  1. Oct 15, 2026Reported quarterly or annual results33
  2. Jul 22, 2026Reported quarterly or annual results34
  3. Apr 22, 2026Reported quarterly or annual results38
  4. Jan 22, 2026Reported quarterly or annual results40
  5. Oct 23, 2025Reported quarterly or annual results46
  6. Oct 22, 2025Reported quarterly or annual results47
  7. Jul 23, 2025Reported quarterly or annual results48
  8. Apr 22, 2025Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

249 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 44 major events, 134 insider forms, 17 large holders, 42 other. The latest 20:

  1. Oct 15, 20268-K EDGAR
  2. Aug 21, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Aug 21, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Aug 18, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Aug 7, 202610-Q EDGAR
  6. Jul 22, 20268-K EDGAR
  7. Jun 25, 202611-K EDGAR
  8. May 21, 20268-K EDGAR
  9. May 18, 20264 EDGAR
  10. May 15, 20264/A EDGAR
  11. May 15, 20264/A EDGAR
  12. May 15, 20264/A EDGAR
  13. May 15, 20264/A EDGAR
  14. May 15, 20264/A EDGAR
  15. May 15, 20264/A EDGAR
  16. May 15, 2026SCHEDULE 13G/A EDGAR
  17. May 13, 20268-K EDGAR
  18. May 8, 202610-Q EDGAR
  19. Apr 29, 20268-K EDGAR
  20. Apr 27, 20264 EDGAR

The 249 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

52 open-market trades by officers, directors and large owners since October 2021: 51 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 20, 2026CAMPANELLI JOSEPH PPresident & CEOBuy2,000$21.75$43.5KForm 4
Aug 20, 2026Lapointe Jean-PierreSEVP and CFOBuy200$21.80$4.4KForm 4
Aug 14, 2026Henkin KevinEVP, Chief Credit OfficerSale2,000$22.93$45.9KForm 4
May 15, 2026CAMPANELLI JOSEPH PPresident & CEOBuy3,000$19.18$57.5KForm 4
Apr 24, 2026CAMPANELLI JOSEPH PPresident & CEOBuy2,500$19.45$48.6KForm 4
Apr 24, 2026Pascucci HopeDirectorBuy20,000$19.46$389.3KForm 4
Mar 19, 2026CAMPANELLI JOSEPH PPresident & CEOBuy2,500$20.16$50.4KForm 4
Mar 9, 2026Lapointe Jean-PierreSEVP and CFOBuy1,000$20.42$20.4KForm 4
Mar 6, 2026CAMPANELLI JOSEPH PPresident & CEOBuy5,000$20.77$103.9KForm 4
Mar 6, 2026CAMPANELLI JOSEPH PPresident & CEOBuy5,000$20.77$103.9KForm 4
Dec 19, 2025EVANGELISTA PAUL AEVP, Dir Spec. Bank. Ctr.Buy2,000$20.87$41.7KForm 4
Oct 28, 2025Pascucci HopeDirectorBuy4,688$18.07$84.7KForm 4
Sep 12, 2025Montgomery Kenneth C.DirectorBuy5,000$18.44$92.2KForm 4
Aug 11, 2025Darcey WilliamDirectorBuy5,000$17.30$86.5KForm 4
Jul 25, 2025EVANGELISTA PAUL AEVP, Dir Spec. Bank. Ctr.Buy500$18.39$9.2KForm 4
Jun 9, 2025EVANGELISTA PAUL AEVP, Dir Spec. Bank. Ctr.Buy1,000$16.29$16.3KForm 4
Jun 9, 2025CAMPANELLI JOSEPH PPresident & CEOBuy7,000$16.26$113.8KForm 4
May 2, 2025Elliott Mary SusanDirectorBuy1,434$21.39$30.7KForm 4
Apr 29, 2025Orfanello FrancisDirectorBuy5,000$17.09$85.5KForm 4
Mar 18, 2025EVANGELISTA PAUL AEVP, Dir Spec. Bank. Ctr.Buy500$18.74$9.4KForm 4

All 52 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Joseph Campanelli$1.0M$8.1M55
2025JP Lapointe$385.0K$2.5M55
2025Christine Roberts$425.0K$2.2M55
2024ChairmanPresident and Chief Executive Officer$988.0K$2.8M55
2024Senior Executive VicePresident and Chief Financial Officer$320.8K$895.0K55

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.3,331,544$70.4M0.0%+247,322
Vanguard Capital Management LLC1,670,835$35.3M0.0%−33,093
AltraVue Capital, LLC1,655,108$35.0M2.5%+351,028
Pertento Partners LLP1,475,770$31.2M2.2%−730,896
State Street Corp1,471,766$31.1M0.0%+178,228
Geode Capital Management, LLC1,153,217$24.4M0.0%+54,287
Dimensional Fund Advisors LP753,320$15.9M0.0%+230,936
Goldman Sachs Group Inc571,954$12.1M0.0%−119,714
Hotchkis & Wiley Capital Management LLC501,172$10.6M0.0%+50,400
Nuveen, LLC498,869$10.5M0.0%+10,836
Fmr LLC497,305$10.5M0.0%+59,580
Vanguard Portfolio Management LLC397,046$8.4M0.0%+10,914
Legato Capital Management LLC366,090$7.7M0.6%+90,020
Northern Trust Corp360,492$7.6M0.0%+25,132
New York State Common Retirement Fund346,155$7.3M0.0%+85,570
Charles Schwab Investment Management Inc318,612$6.7M0.0%+247
Citadel Advisors LLC289,814$6.1M0.0%+173,443
Two Sigma Investments, LP277,027$5.9M0.0%−94,780
American Century Companies Inc261,866$5.5M0.0%−1,790
Vanguard Fiduciary Trust Co253,951$5.4M0.0%−87
Morgan Stanley229,194$4.8M0.0%−50,676
Bridgeway Capital Management, LLC221,399$4.7M0.1%+13,005
Empowered Funds, LLC181,399$3.8M0.0%+13,005
Hennessy Advisors Inc178,000$3.8M0.1%−2,000
Bank of New York Mellon Corp171,541$3.6M0.0%+23,475

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How NB Bancorp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNB Bancorp, Inc.2
  • CIK0001979330
  • Employer ID (EIN)93-25608835
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inMaryland5
  • Fiscal year endsDecember 312
  • Industry code (SIC)6036 Savings Institutions, Not Federally Chartered2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address1063 Great Plain Avenue, Needham, MA 024922
  • Phone781-444-21002
  • Shares outstanding43,818,490 as of Jul 31, 20269
  • Public float$603.1M as of Jun 30, 20255
  • AuditorElliott Davis, LLC, Columbia, South Carolina PCAOB ID 149; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJun 9, 20232
  • Filings249 in all: 4 (99), 8-K (41), 3 (27), 10-Q (9), 4/A (8), SCHEDULE 13G/A (7), S-1/A (6), CORRESP (5)2
    All 28 form types

    425 (4), SC 13G (4), SCHEDULE 13G (4), 10-K (3), 11-K (3), 424B3 (3), 8-K/A (3), ARS (3), DEF 14A (3), S-8 (3), UPLOAD (3), EFFECT (2), SC 13G/A (2), 8-A12B (1), CERT (1), DEFA14A (1), S-1 (1), S-4 (1), S-4/A (1), S-8 POS (1)

  • Latest filingsAnnual report (10-K) Mar 3, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Mar 27, 2026
    Latest 8-K (8-K) Oct 15, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.01 per shareNBBKNasdaq

From the cover page of the 10-K filed Mar 3, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks NB Bancorp names in Item 1A of its 10-K filed Mar 3, 2026: 55 risks under these headings, as written.5

  • Risks Related to our Acquisition Strategy
  • We may fail to realize all of the anticipated benefits of the Provident Acquisition, or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating with Provident.
  • Our future results will suffer if we do not effectively manage expanded operations following the Provident Acquisition.
  • The Company may be unsuccessful identifying and competing for acquisitions.
  • The Company may be unsuccessful in retaining our personnel or the personnel of any company we acquire.
  • The Company has incurred and expects to continue to incur costs related to the acquisition and integration of Provident.
  • Regulatory approvals related to proposed business acquisitions may not be received, may take longer to receive than expected, or may impose burdensome conditions, which could impose additional costs and could delay or prevent completion of the acquisition.
  • To the extent that we acquire other companies, our business may be negatively impacted by certain risks inherent with such acquisitions.
  • Risks Related to our Lending Activities
  • Our portfolios of commercial real estate loans, multifamily loans, construction and land development loans and commercial and industrial loans have increased in recent periods, and we intend to continue originating these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations.
  • The level of our commercial real estate loan portfolio subjects us to additional regulatory scrutiny.
  • Our construction and land development loans involve credit risks that could adversely affect our financial condition and results of operations.
The other 45 risks
  • Lack of seasoning of certain portions of our commercial and industrial loan portfolio, especially with respect to cannabis, solar and bridge financing customers, may increase the risk of credit defaults in the future.
  • Our historical emphasis on residential mortgage loans exposes us to lending risks.
  • Changes in the secondary mortgage market may impede our ability to collect repayment on the mortgage warehouse facility lines.
  • The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy.
  • If our ACL on loans is not sufficient to cover actual credit losses, our earnings could decrease.
  • We provide banking services to customers who do business in the cannabis industry and the strict enforcement of federal laws regarding cannabis would likely result in our inability to continue to provide banking services to these customers and we could have legal action taken against us by the federal government.
  • Environmental liability associated with our lending activities could result in losses.
  • The foreclosure process may adversely impact our recoveries on non-performing loans.
  • Risks Related to Market Interest Rates
  • The reversal of the high-interest rate environment may adversely affect our net interest income and profitability.
  • Changes in interest rates could reduce our profits and asset values.
  • Hedging against interest rate exposure may adversely affect our earnings.
  • Risks Related to Economic Conditions
  • A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.
  • We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations.
  • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our financial condition and results of operations.
  • Our AFS securities portfolio performance in difficult market conditions could have adverse effects on our results of operations.
  • The fair value of our AFS securities can fluctuate due to factors outside of our control.
  • Potential downgrades of U.S. government securities by one or more of the credit ratings agencies could have a material adverse effect on our operations, earnings and financial condition.
  • The soundness of other financial institutions could adversely affect us.
  • Risks Related to Our Funding
  • Our inability to generate core deposits may cause us to rely more heavily on wholesale funding strategies for funding and liquidity needs, which could have an adverse effect on our net interest margin and profitability.
  • Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.
  • Regulatory scrutiny of BaaS solutions and related technology considerations has recently increased.
  • Risks Related to Laws and Regulations
  • Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.
  • Our cannabis-related, money service and ATM business present compliance risks that are different in kind or degree compared to those that we are accustomed to managing and have required us to implement new or enhance existing procedures, systems and controls.
  • Non-compliance with the USA PATRIOT Act, BSA, or other laws and regulations could result in fines or sanctions.
  • Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.
  • We are subject to stringent capital requirements, which may adversely impact our return on stockholders’ equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.
  • We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
  • Potential impact of losing the benefits of excess deposit insurance provided by the DIF.
  • The Federal Reserve Board may require us to commit capital resources to support our bank subsidiary.
  • We may become subject to enforcement actions even though noncompliance was inadvertent or unintentional.
  • We face significant legal risks, both from regulatory investigations and proceedings and from private actions brought against us.
  • Risks Related to our Business Strategy
  • Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth prudently and effectively. Growing our operations could also cause our expenses to increase faster than our revenues.
  • Our continued pace of growth may require us to raise additional capital in the future, but that capital may not be available when it is needed.
  • We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.
  • Development of new products and services may impose additional costs on us and may expose us to increased operational risk.
  • Risks Related to Competitive Matters
  • Strong competition within our market area may limit our growth and profitability.
  • Risks Related to Operational Matters
  • We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.
  • We outsource critical operations to third-party service providers. Systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.
  • Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.
  • Risks Related to Accounting Matters
  • Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.
  • Changes in accounting standards could affect reported earnings.
  • Other Risks Related to Our Business
  • We operate as a community bank and our ability to maintain our reputation, which is critical to the success of our business, may materially adversely affect our performance.
  • Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.
  • Various factors may make takeover attempts more difficult to achieve.
  • Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

Legal proceedings

Among other things, the activities of the Bank, including with respect to disclosures about and implementation of numerous consumer products, are subject to various laws and numerous regulations, including those related to unfair or deceptive acts or practices. If the Bank is found to have violated one or more consumer protection laws, it may be required to pay restitution to certain affected customers in connection with certain of these practices. In addition, as a result of the extensive regulation, supervision and examination of our business described elsewhere in this Annual Report on Form 10-K, we are also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business, certain of which may result in adverse judgments, settlements, fines, penalties, public or private censure, increased costs, required remediation, restriction on business activities or other impacts on us.

We are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at December 31, 2025, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.

The opening of Item 3, Legal Proceedings.5

Sources

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