EVBN Evans Bancorp Inc

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Dear Shareholder:

On September 9, 2024, NBT Bancorp Inc., a Delaware corporation (“NBT”), NBT’s wholly-owned subsidiary, NBT Bank, National Association (“NBT Bank”), Evans Bancorp, Inc., a New York corporation (“Evans”) and Evans’s wholly-owned subsidiary, Evans Bank, National Association (“Evans Bank”) entered into an Agreement and Plan of Merger (the “merger agreement”) pursuant to which (i) Evans will merge with and into NBT, with NBT as the surviving entity, and (ii) Evans Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity.

Evans is holding a special meeting for its shareholders to vote on the merger agreement. The special meeting of Evans shareholders will be held virtually on December 20, 2024, at 11:00 a.m., Eastern time. At the special meeting of Evans shareholders, Evans shareholders will be asked to consider and vote on (i) a proposal to approve the merger agreement (the “merger proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Evans in connection with the merger (the “compensation proposal”), and (iii) a proposal to approve one or more adjournments of the Evans special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting, or at an adjournment or postponement of that meeting, to approve the merger proposal (the “adjournment proposal”). Approval of the merger proposal requires the affirmative vote of two-thirds of all outstanding shares entitled to vote on the proposal. Approval of each of the compensation proposal and the adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal. The Evans Board of Directors recommends unanimously that all Evans shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

If the merger is completed, Evans shareholders will receive 0.91 shares of NBT common stock for each share of Evans common stock they own on the effective date of the merger. Evans shareholders will also receive cash in lieu of any fractional shares they would have otherwise received in the merger.

NBT common stock is listed on the NASDAQ Stock Market under the symbol “NBTB.” Evans common stock is listed on the NYSE American LLC under the symbol “EVBN.” On September 9, 2024, which was the last trading day preceding the public announcement of the proposed merger, the closing price of NBT common stock was $45.95 per share, which after giving effect to the exchange ratio, has an implied value of $41.81 per share. On November 1, 2024, which was the most recent practicable trading day before the printing of this proxy statement/prospectus, the closing price of NBT common stock was $44.56 per share, which after giving effect to the exchange ratio, has an implied value of approximately $40.55 per share. The market price of NBT common stock will fluctuate between now and the closing of the merger. We urge you to obtain current market quotations for NBT common stock before you vote.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please take the time to vote by internet, by telephone, or by completing and mailing the enclosed proxy card as soon as possible to make sure your shares are represented at the special meeting. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” each of the proposals being voted on at the special meeting. The failure to vote by submitting your proxy or attending the special meeting and voting electronically during the meeting will have the same effect as a vote against the merger proposal.

This document serves as the proxy statement for the special meeting of Evans and the prospectus for the shares of NBT common stock to be issued in connection with the merger, and describes the Evans special meeting, the merger, the documents related to the merger and other related matters. We encourage you to read this proxy statement/prospectus in its entirety, including the documents attached as annexes and the section titled “Risk Factors” beginning on page 15.

Thank you for your cooperation and continued support.

Sincerely,

 

Lee C. Wortham

Chairman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved of the securities to be issued in the merger or determined if the attached proxy statement/prospectus is accurate, adequate or complete. Any representation to the contrary is a criminal offense.

The shares of NBT common stock to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any federal or state governmental agency.

This proxy statement/prospectus is dated November 7, 2024, and is first being mailed to Evans shareholders on or about November 14, 2024.

 

A special meeting of shareholders of Evans Bancorp, Inc. (“Evans”) will be held virtually on December 20, 2024, at 11:00 a.m., Eastern time, to consider and vote on the following matters:

The merger agreement and proposed merger are more fully described in the attached proxy statement/prospectus, which you should read carefully and in its entirety before voting. A copy of the merger agreement is included as Annex A to the attached proxy statement/prospectus.

You may access the special meeting by visiting meetnow.global/M4KLWH9. By attending the meeting virtually, you will be able to participate in the special meeting, including voting and asking questions. If you are a registered shareholder, you do not need to register to attend the special meeting online. Registered shareholders can attend and vote at the special meeting by logging in with the voter control number found on their proxy card, notice, or email. Shareholders who hold their shares through an intermediary, such as a bank or broker, must register in advance to vote and ask questions at the special meeting. To register, shareholders must submit a legal proxy reflecting their Evans common stock holdings along with their name and email address to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on December 17, 2024. Shareholders will receive a confirmation email with a control number from Computershare regarding their registration.

The Evans Board of Directors has established the close of business on November 1, 2024 as the record date for the special meeting. Only record holders of Evans common stock as of the close of business on that date will be entitled to notice of and to vote at the special meeting or any adjournment or postponement of that meeting. A list of shareholders entitled to vote at the special meeting will be available for review at the special meeting upon request by any Evans shareholder entitled to vote at the special meeting. Approval of the merger proposal requires the affirmative vote of two-thirds of all outstanding shares entitled to vote on the proposal. Approval of each of the compensation proposal and the adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal.

Your vote is important, regardless of the number of shares that you own. Please vote by internet, by telephone, or by completing and mailing the enclosed proxy card promptly in the enclosed postage-paid envelope. Voting by proxy will not prevent you from voting online during the special meeting but will assure that your vote is counted if you are unable to attend. You may revoke your proxy at any time before the meeting. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions furnished to you by such record holder with these materials.

The Evans Board of Directors unanimously recommends that you vote “FOR” each of the proposals.

By Order of the Board of Directors,

 

 

Michelle A. Baumgarden

Secretary

Williamsville, New York

November 7, 2024

PLEASE DO NOT SEND STOCK CERTIFICATES WITH THE PROXY CARD. YOU WILL BE SENT SEPARATE INSTRUCTIONS REGARDING THE SURRENDER OF YOUR STOCK CERTIFICATES.

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about NBT and Evans from documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

For a more detailed description of the information incorporated by reference into the accompanying proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 85.

The accompanying proxy statement/prospectus provides a detailed description of the merger and the merger agreement. We urge you to read the proxy statement/prospectus, including any documents incorporated by reference into the proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the merger, the other meeting matters or the proxy statement/prospectus, or need assistance voting your shares, please contact Alliance Advisors, LLC, Evans’s proxy solicitor, at the address or telephone number listed below:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

855-643-7309

EVBN@allianceadvisors.com

Please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. 333-282822) filed by NBT with the Securities and Exchange Commission (the “SEC”), constitutes a prospectus of NBT for purposes of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the NBT common stock to be issued to Evans shareholders in exchange for shares of Evans common stock pursuant to the merger agreement, as such agreement may be amended or modified from time to time. This proxy statement/prospectus also constitutes a proxy statement for Evans. In addition, it constitutes a notice of special meeting with respect to the special meeting.

You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated November 7, 2024, and you should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date (or, in the case of documents incorporated by reference, their respective dates). Neither the mailing of this proxy statement/prospectus to Evans shareholders nor the issuance by NBT of shares of NBT common stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding NBT has been provided by NBT and information contained in this proxy statement/prospectus regarding Evans has been provided by Evans.

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger and the Evans special meeting. These questions and answers may not address all questions that may be important to you as a shareholder. To better understand these matters, and for a description of the legal terms governing the merger, you should carefully read this entire proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this proxy statement/prospectus.

We are delivering this proxy statement/prospectus to you as both a proxy statement of Evans and a prospectus of NBT. It is a proxy statement because the Evans Board of Directors is soliciting proxies from Evans shareholders to vote on the approval of the merger proposal and the compensation proposal (each as defined below) at the Evans special meeting of shareholders and adjournments of the special meeting, if necessary, for the purpose of soliciting additional proxies in favor of the merger proposal. Your proxy will be used at the Evans special meeting or at any adjournment or postponement of the special meeting. It is also a prospectus because NBT will issue NBT common stock to Evans shareholders as consideration in the merger, and this prospectus contains information about the NBT common stock.

The value of the merger consideration is dependent upon the value of NBT common stock and therefore will fluctuate with the market price of NBT common stock. Accordingly, any change in the price of NBT common stock prior to the merger will affect the market value of the merger consideration that Evans shareholders may receive upon the closing of the merger.

Shareholders who hold their shares through an intermediary, such as a bank or broker, must register in advance to attend and vote online at the special meeting. To register, shareholders must submit a legal proxy reflecting their Evans common stock holdings along with their name and email address to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on December 17, 2024. Shareholders will receive a confirmation email with a control number from Computershare regarding their registration.

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Evans special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Evans special meeting. If your bank, broker, trustee or other nominee holds your shares of Evans common stock in “street name,” such entity will vote your shares of Evans common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.

If you do not provide instructions on how to vote, your bank, broker, trustee or other nominee may not vote your shares on the merger proposal, the compensation proposal or the adjournment proposal, which broker non-votes, if any, will have the same effect as a vote against the merger proposal and no effect on the outcome of the compensation proposal or adjournment proposal.

You should send any notice of revocation to:

Evans Bancorp, Inc.

6460 Main Street

Williamsville, New York 14221

Attention: Michelle A. Baumgarden

Corporate Secretary

If you hold your shares of Evans common stock in “street name” through a bank, broker, trustee or other nominee, you must follow the directions you receive from your bank, broker, trustee or other nominee to change your voting instructions.

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

855-643-7309

EVBN@allianceadvisors.com

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Information Regarding Forward-Looking Statements” on page 23, you should carefully read and consider the following risk factors in deciding whether to vote for approval of the merger proposal.

Upon the consummation of the merger, each share of common stock of Evans will be converted into 0.91 shares of common stock of NBT. The exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of NBT common stock. Changes in the market price of shares of NBT common stock prior to the merger will affect the market value of the consideration that Evans shareholders will receive on the closing date of the merger. Stock price changes may result from a variety of factors (many of which are beyond NBT’s control), including the following factors:

The market price of NBT common stock at the closing of the merger may vary from its price on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the Evans special meeting. As a result, the market value of the consideration for the merger represented by the exchange ratio also will vary.

Therefore, while the number of shares of NBT common stock to be issued per share of Evans common stock is fixed, Evans shareholders cannot be sure of the market value of the consideration they will receive upon completion of the merger.

There will be a time period between the completion of the merger and the time at which former Evans shareholders actually receive their shares of NBT common stock. Until shares are received, former Evans shareholders may not be able to sell their NBT shares in the open market and, therefore, may not be able to avoid losses resulting from any decrease, or secure gains resulting from any increase, in the trading price of NBT common stock during this period.

The market price of NBT common stock may decline as a result of the merger if NBT does not achieve the perceived benefits of the merger or the effect of the merger on NBT’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, the consummation of the merger will result in the combination of two companies that currently operate as independent companies. The business of NBT and the business of Evans differ. As a result, while NBT expects to benefit from certain synergies following the merger, NBT may also encounter new risks and liabilities associated with these differences. Following the merger, shareholders of NBT and Evans will own interests in a combined company operating an expanded business and may not wish to continue to invest in NBT, or for other reasons may wish to dispose of some or all of NBT common stock. If, following the effective time of the merger, large amounts of NBT common stock are sold, the price of NBT common stock could decline.

Further, the results of operations of NBT and the market price of NBT common stock after the merger may be affected by factors different from those currently affecting the independent results of operations of each of NBT and Evans and the market price of NBT common stock. Accordingly, NBT’s historical market prices and financial results may not be indicative of these matters for NBT after the merger.

For a discussion of the businesses of NBT and Evans, and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 85.

The merger will dilute the ownership position of NBT shareholders and result in Evans shareholders having an ownership stake in the combined company. Upon completion of the merger, each Evans shareholder will become a shareholder of NBT with a percentage ownership of the combined company that is much smaller than such shareholder’s current percentage ownership of Evans. It is expected that the former shareholders of Evans as a group will receive shares in the merger constituting approximately 10.61% of the outstanding shares of NBT common stock immediately after the merger. Furthermore, because shares of NBT common stock will be issued to existing Evans shareholders, current NBT shareholders will have their ownership and voting interests diluted by approximately 10.61%. Accordingly, both Evans and NBT shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of their respective company.

Upon completion of the merger, Evans shareholders will become NBT shareholders. Differences in Evans’s charter and bylaws and NBT’s charter and bylaws will result in changes to the rights of Evans shareholders who become NBT shareholders. For more information, see “Comparison of Stockholder Rights” beginning on page 75.

Uncertainty about the effect of the merger on Evans’s employees, suppliers and customers may have an adverse effect on Evans. These uncertainties may impair Evans’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers, suppliers and others who deal with Evans to seek to change existing business relationships with Evans. Evans employee retention and recruitment may be particularly challenging prior to the effective time of the merger, as employees and prospective employees may experience uncertainty about their future roles with NBT.

The pursuit of the merger and the preparation for the integration may place a significant burden on management and internal resources. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect the financial results of Evans and, following the merger, NBT. In addition, the merger agreement requires that Evans operate in the ordinary course of business consistent with past practice and restricts Evans from taking certain actions prior to the effective time of the merger or termination of the merger agreement without NBT’s written consent. These restrictions may prevent Evans from retaining existing customers or pursuing attractive business opportunities that may arise prior to the completion of the merger.

The merger agreement contains covenants that restrict Evans’s ability to, directly or indirectly, initiate, solicit, induce, knowingly encourage, or knowingly facilitate inquiries, offers or proposals with respect to, or, subject to

certain exceptions generally related to the exercise of fiduciary duties by the Evans Board of Directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. Additionally, the merger agreement provides for an $8.4 million termination fee payable by Evans to NBT under certain circumstances. Such provisions may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Evans from pursuing such acquisition. For more information, see “The Merger Agreement—No Solicitation” on page 66 and “The Merger Agreement—Termination Fee” on page 71.

Piper Sandler, Evans’s financial advisor in connection with the proposed merger, delivered to the Evans Board of Directors its opinion on September 9, 2024 to the effect that, as of such date and subject to the assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler as set forth in the opinion, the merger consideration set forth in the merger agreement was fair, from a financial point of view, to the holders of Evans common stock. The opinion speaks only as of the date of the opinion. The opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of NBT or Evans, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of NBT and Evans.

NBT and Evans can mutually agree to terminate the merger agreement at any time before the merger has been completed, and either company can terminate the merger agreement if:

In addition, NBT may terminate the merger agreement if:

See the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination” beginning on page 71 for a further discussion of the circumstances under which the merger agreement could be terminated.

The completion of the merger is subject to the satisfaction or waiver of a number of conditions. Before the merger may be completed, certain approvals, waivers or consents must be obtained from federal governmental authorities, including the Federal Reserve Bank of New York and the OCC. Satisfying the requirements of these governmental authorities may delay the date of completion of the merger. In addition, these governmental authorities may include conditions on the completion of the merger or require changes to the terms of the merger. While it is currently anticipated that the merger will be completed promptly following the receipt of all required regulatory and shareholder approvals, there can be no assurance that the conditions to closing will be satisfied in a timely manner or at all, or that an effect, event, development or change will not transpire that could delay or prevent these conditions from being satisfied or impose additional costs on or limit the revenues of NBT following the merger, any of which might have a material adverse effect on NBT following the merger. The parties are not obligated to complete the merger should any regulatory approval contain a condition, restriction or requirement that the NBT Board of Directors reasonably determines in good faith would, individually or in the aggregate, materially reduce the benefits of the merger to such a degree that NBT would not have entered into the merger agreement had such condition, restriction or requirement been known at the date of the merger agreement.

NBT and Evans cannot provide any assurances with respect to the timing of the closing of the merger, whether the merger will be completed at all and when Evans shareholders would receive the consideration for the merger, if at all.

Completion of the merger is subject to the satisfaction or waiver of a number of conditions, including approval by Evans shareholders of the merger. NBT or Evans cannot guarantee when or if these conditions will be satisfied or that the merger will be successfully completed. The consummation of the merger may be delayed, the merger may be consummated on terms different than those contemplated by the merger agreement, or the merger may not be consummated at all. If the merger is not completed, the ongoing businesses of NBT and Evans may be adversely affected, and NBT and Evans will be subject to several risks, including the following:

In addition, if the merger is not completed, NBT and Evans may experience negative reactions from the financial markets and from their respective customers and employees. NBT and Evans also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against NBT or Evans to perform their respective obligations under the merger agreement. If the merger is not completed, NBT and Evans cannot assure their respective shareholders that the risks described above will not materialize and will not materially affect the stock prices and business and financial results of NBT and Evans.

Since the initial filing on October 24, 2024 of the registration statement of which this proxy statement/prospectus is a part, Evans has received Demand Letters from three purported Evans shareholders generally alleging that the registration statement filed with the SEC on October 24, 2024 omits material information in violation of the federal securities laws. The shareholders have demanded disclosure of certain additional information pertaining to certain financial projections for Evans, certain information with respect to Piper Sandler’s analysis, and other requested disclosures.

The shareholders who provided the Demand Letters, or other shareholders, may initiate litigation against Evans, the Evans board of directors, NBT and the NBT board of directors, and it is possible that Evans, the Evans board of directors, NBT or the NBT board of directors may receive further demand letters alleging wrongdoing with respect to the merger.

One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of any of the transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Evans or NBT from completing the transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Evans and/or NBT, including any cost associated with the indemnification of directors and officers of each company. Evans and NBT may also incur costs in connection with the defense or settlement of any shareholder lawsuit filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Evans and NBT and could prevent or delay the completion of the merger.

Evans shareholders should be aware that some of Evans’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Evans shareholders. These interests and arrangements may create potential conflicts of interest. The Evans Board of Directors was aware of these interests and considered them, among other matters, when making its decision to approve the merger agreement and recommend that Evans’s shareholders vote to approve the merger proposal. For a more complete description of these interests, please see “The Merger—Interests of Certain Evans Directors and Executive Officers in the Merger” beginning on page 48.

The benefits and synergies expected to result from the proposed transaction will depend in part on whether the operations of Evans can be integrated in a timely and efficient manner with those of NBT. NBT will face challenges and costs in consolidating its functions with those of Evans, and integrating the organizations, procedures and operations of the two businesses. The integration of NBT and Evans will be complex and time-consuming, and the management of both companies will have to dedicate substantial time and resources to it. These efforts could divert management’s focus and resources from serving existing customers or other strategic opportunities and from day-to-day operational matters during the integration process. Failure to successfully integrate the operations of NBT and Evans could result in the failure to achieve some of the anticipated benefits from the transaction, including cost savings and other operating efficiencies, and NBT may not be able to capitalize on the existing relationships of Evans to the extent anticipated, or it may take longer, or be more difficult or expensive than expected to achieve these goals. This could have an adverse effect on the business, results of operations, financial condition or prospects of NBT and NBT Bank after the transaction.

NBT has incurred substantial legal, accounting, financial advisory and other merger-related costs, and NBT’s management has devoted considerable time and effort in connection with the merger. If the merger is not completed, NBT will bear certain fees and expenses associated with the merger without realizing the benefits of the merger. If the merger is completed, NBT expects to incur substantial expenses in connection with integrating the business, operations, network, systems, technologies, policies and procedures of the two companies. The fees and expenses may be significant and could have an adverse impact on NBT’s results of operations.

NBT believes that it has reasonably estimated the likely costs of integrating the operations of NBT and Evans, and the incremental costs of operating as a combined company. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as increased personnel costs or increased taxes, as well as other types of unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of the combined company. If unexpected costs are incurred, the merger could have a dilutive effect on NBT’s earnings per share. In other words, if the merger is completed, the earnings per share of NBT common stock could be less than anticipated or even less than if the merger had not been completed.

Any estimates as to the future value of the combined company, including estimates regarding the earnings per share of the combined company, are inherently uncertain. The future value of the combined company will depend upon, among other factors, the combined company’s ability to achieve projected revenue and earnings expectations and to realize the anticipated synergies described in this proxy statement/prospectus, all of which are subject to the risks and uncertainties described in this proxy statement/prospectus, including these risk factors. Accordingly, you should not rely upon any estimates as to the future value of the combined company, whether made before or after the date of this proxy statement/prospectus by NBT’s and Evans’s respective management or affiliates or others, without considering all of the information contained or incorporated by reference into this proxy statement/prospectus.

Following the merger, NBT shareholders may not receive dividends at the same rate that they did as NBT shareholders prior to the merger for various reasons, including the following:

NBT shareholders will have no contractual or other legal right to dividends that have not been declared by the NBT Board of Directors.

You should read and consider risk factors specific to NBT’s business that may affect the combined company after the merger. These risks are described in the “Risk Factors” section of NBT’s Annual Report on Form 10-K for the year ended December 31, 2023, and any subsequent updates included in NBT’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 85.

You should read and consider risk factors specific to Evans’s business that may affect Evans if the merger is not consummated, and may also affect the combined company after the merger. These risks are described in the “Risk Factors” section of Evans’s Annual Report on Form 10-K for the year ended December 31, 2023, and any subsequent updates included in Evans’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 85.

NBT common stock is listed and traded on NASDAQ under the symbol “NBTB” and Evans common stock is listed and traded on the NYSE under the symbol “EVBN.”

On November 1, 2024, the last practicable trading day prior to the date of this proxy statement/prospectus, there were 47,177,534 shares of NBT common stock outstanding and 5,286 shareholders of record. On November 1, 2024, the last practicable trading day prior to the date of this proxy statement/prospectus, there were 5,541,064 shares of Evans common stock outstanding and approximately 960 shareholders of record. Such numbers of shareholders do not reflect the number of individuals or institutional investors holding stock in nominee name through banks, brokerage firms and others.

The following table presents the last reported sale price of a share of NBT and last reported sale price of a share of Evans common stock, as reported on NASDAQ and the NYSE, respectively, on September 9, 2024, the last full trading day prior to the public announcement of the proposed merger, and November 1, 2024, the last practicable trading day prior to the date of this proxy statement/prospectus. The following table also presents the equivalent per share value of the NBT common stock that Evans shareholders would receive for each share of their Evans common stock if the merger was completed on those dates:

The market value of the NBT common stock to be issued in exchange for shares of Evans common stock upon the completion of the merger will not be known at the time of the Evans special meeting. Evans shareholders are encouraged to obtain current market quotations for NBT common stock and Evans common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 85.

The holders of NBT common stock receive dividends as and when declared by the NBT Board of Directors out of statutory surplus or from net profits. Following the completion of the merger, subject to approval and declaration by the NBT Board of Directors, NBT expects to continue paying quarterly cash dividends on a basis consistent with past practice. The current annualized rate of distribution on a share of NBT common stock is $1.36 per share. However, the payment of dividends by NBT is subject to numerous factors, and no assurance can be given that NBT will pay dividends following the completion of the merger or that dividends will not be reduced in the future.

Evans currently pays regular semi-annual dividends of $0.66 per share. Except for these regular semi-annual dividends, the merger agreement does not permit Evans to pay cash dividends without NBT’s prior written consent.

This proxy statement/prospectus, including information included or incorporated by reference into this proxy statement/prospectus, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between NBT and Evans, including future financial and operating results and performance; statements about NBT’s and Evans’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may” or words of similar meaning. These forward-looking statements are based on the current beliefs and expectations of NBT’s and Evans’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of NBT and Evans. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the businesses of NBT and Evans, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not unduly rely on any of these forward-looking statements.

All forward-looking statements included in this proxy statement/prospectus are based on information available at the time of the proxy statement/prospectus. NBT and Evans are under no obligation to (and expressly disclaim any such obligation to) update or alter these forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Additional factors that could cause NBT’s and Evans’s results to differ materially from those described in the forward-looking statements can be found in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 15, and NBT’s and Evans’s filings with the SEC, including NBT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Evans’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference into this proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to NBT or Evans or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, NBT and Evans undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

NBT is incorporated in the State of Delaware with its principal headquarters located in Norwich, New York. It is registered as a financial holding company with the FRB under the Bank Holding Company Act of 1956, as amended. The principal assets of NBT consist of all of the outstanding shares of common stock of its subsidiaries, including NBT Bank, NBT Financial Services, Inc., NBT Holdings, Inc., CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I and Alliance Financial Capital Trust II. NBT’s principal sources of revenue are the management fees and dividends it receives from NBT Bank, NBT Financial Services, Inc. and NBT Holdings, Inc..

NBT’s business, primarily conducted through NBT Bank, consists of providing commercial banking, retail banking and wealth management services primarily to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. NBT has been, and intends to continue to be, a community-oriented financial institution offering a variety of financial services. NBT’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers. NBT completed the acquisition of Salisbury in August of 2023, a commercial bank with $1.46 billion in assets with 13 banking offices in northwestern Connecticut, the Hudson Valley region of New York and southwestern Massachusetts.

NBT Bank is a full-service consumer and commercial bank regulated by the OCC.

Through its network of branch locations, NBT Bank offers a wide range of products and services tailored to individuals, businesses and municipalities. Deposit products offered by NBT Bank include demand deposit accounts, savings accounts, negotiable order of withdrawal accounts, money market deposit accounts and certificate of deposit accounts. NBT Bank offers various types of each deposit account to accommodate the needs of its customers with varying rates, terms and features. Loan products offered by NBT Bank include indirect and direct consumer loans, home equity loans, mortgages, business banking loans and commercial loans, with varying rates, terms and features to accommodate the needs of its customers. NBT Bank also offers various other products and services through its branch network, such as trust and investment services and financial planning and life insurance services. NBT Bank’s deposits are insured up to the maximum permitted by the FDIC.

NBT Bank operates 155 banking locations in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire, Maine and Connecticut. NBT Bank operates through four subsidiaries, NBT Capital Corp., Broad Street Property Associates, Inc., NBT Capital Management, Inc. and SBT Mortgage Service Corporation. NBT Capital Corp. is a venture capital corporation. Broad Street Property Associates, Inc. is a property management company. NBT Capital Management, Inc., formerly Columbia Ridge Capital Management, Inc., is a registered investment advisor that provides investment management and financial consulting services. SBT Mortgage Service Corporation is a passive investment company (“PIC”) acquired in 2023 in connection with the acquisition of Salisbury. The PIC holds loans collateralized by real estate originated or purchased by NBT Bank. Income of the PIC is exempt from the Connecticut Corporate Business Tax. In addition to its branch network, NBT Bank also offers access to certain products and services electronically through 24-hour online, mobile and telephone channels that enable customers to check balances, make deposits, transfer funds, pay bills, access statements, apply for loans and access various other products and services.

As of June 30, 2024, NBT had approximately $13.50 billion in assets and approximately $11.27 billion in deposits.

NBT’s principal executive offices are located at 52 South Broad Street, Norwich, New York 13815, its phone number is (607) 337-2265 and its website is www.nbtbancorp.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

Evans is a New York corporation and the holding company of Evans Bank. It is registered with the FRB as a financial holding company under the Bank Holding Company Act of 1956, as amended. Evans’s primary business is the operation of its subsidiaries. It does not engage in any other substantial business activities. Evans operates two direct,

wholly-owned subsidiaries: (1) Evans Bank, which provides a full range of banking services to consumer and commercial customers in western New York and the Finger Lakes Region; and (2) Evans National Financial Services, LLC, which owns 100% of the membership interests in TEA, which sold various premium-based insurance policies on a commission basis. On November 30, 2023, Evans completed the sale of its insurance subsidiary, TEA, to Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC.

Evans Bank is a full-service consumer and commercial bank regulated by the OCC.

Evans Bank has its headquarters in Williamsville, New York, and a total of 18 full-service banking offices in Erie County, Niagara County, Monroe County and Chautauqua County, New York. Evans Bank offers deposit products, which include checking and negotiable order of withdrawal accounts, savings accounts, and certificates of deposit, as its principal source of funding. Evans Bank’s deposits are insured up to the maximum permitted by the FDIC. Evans Bank offers a variety of loan products to its customers, including commercial and consumer loans and commercial and residential mortgage loans.

As of June 30, 2024, Evans had approximately $2.26 billion in assets and approximately $1.89 billion in deposits.

Evans’s principal executive offices are located at 6460 Main Street, Williamsville, New York 14221, its phone number is (716) 926-2000 and its website is www.evansbancorp.q4ir.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

This proxy statement/prospectus is being furnished to holders of Evans common stock for use at a special meeting of Evans shareholders and any adjournments or postponements thereof.

Evans will hold its special meeting of shareholders virtually at meetnow.global/M4KLWH9 on December 20, 2024, at 11:00 a.m., Eastern time.

At the special meeting, Evans’s shareholders as of the record date will be asked to consider and vote on the following:

The Evans Board of Directors has unanimously approved the merger agreement and unanimously recommends that you vote your shares as follows:

Only holders of record of Evans common stock at the close of business on the record date of November 1, 2024, are entitled to notice of and to vote at the special meeting. As of the record date, there were 5,541,064 shares of Evans common stock outstanding, held of record by approximately 960 shareholders. Each holder of Evans common stock is entitled to one vote for each share of Evans common stock owned as of the record date.

A list of shareholders entitled to vote at the special meeting will be available for review at the special meeting upon request by any Evans shareholder entitled to vote at the special meeting.

A quorum of Evans shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of the issued and outstanding shares of Evans common stock entitled to vote are present at the virtual special meeting or represented by proxy at the special meeting, a quorum will exist. Your shares will be counted towards the quorum only if you submit a valid proxy or vote online during the special meeting. Abstentions will be counted for purposes of determining whether a quorum is present. If there is no quorum, the holders of a majority of shares present at the virtual special meeting or represented by proxy may adjourn the special meeting to another date.

Assuming a quorum is present at the Evans special meeting, approval of the merger proposal requires the affirmative vote of two-thirds of all outstanding shares entitled to vote on the proposal, and approval of each of the compensation proposal and the adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal.

Abstentions and broker non-votes will have the same effect as a vote against the merger proposal and no effect on the compensation proposal or the adjournment proposal.

As of the record date, the directors and executive officers of Evans and their affiliates collectively owned 263,149 shares of Evans common stock, which represented approximately 4.7% of the outstanding shares of Evans common stock. Each of the directors and executive officers of Evans, solely in their capacity as a shareholder of Evans, has entered into a voting agreement with NBT requiring each of them to vote all shares of Evans common stock beneficially owned by such person in favor of the merger proposal.

When considering the Evans Board of Directors’ recommendation that you vote in favor of the merger proposal, you should be aware that the directors and executive officers of Evans have interests in the merger that may be different from, or in addition to, the interests of shareholders of Evans. See “PROPOSAL 1—The Merger— Interests of Evans’s Directors and Executive Officers in the Merger” beginning on page 48.

If you are an Evans shareholder, the Evans Board of Directors requests that you return the proxy card accompanying this proxy statement/prospectus for use at the Evans special meeting. Please vote by internet, by telephone, or by completing and promptly mailing the proxy card in the enclosed postage-paid envelope.

All properly signed proxies received prior to the special meeting and not revoked before the vote at the special meeting will be voted at the special meeting according to the instructions indicated on the proxies or, if no instructions are given, the shares will be voted “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal, if necessary.

If you have any questions concerning the merger, the other meeting matters or this proxy statement/prospectus, or need assistance voting your shares, please contact Alliance Advisors, LLC, Evans’s proxy solicitor, at the address or telephone number listed below:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

855-643-7309

EVBN@allianceadvisors.com

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend and vote online at the virtual special meeting. To register, you must submit a legal proxy reflecting your Evans common stock holdings along with your name and email address to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on December 17, 2024. You will receive a confirmation email with a control number from Computershare regarding your registration.

If you fail to properly submit your proxy card or to instruct your broker, bank, trustee or other nominee to vote your shares of Evans common stock and you do not attend the special meeting and vote your shares online during the meeting, your shares will not be voted, which will have the same effect as a vote against the merger proposal.

If you are an Evans shareholder, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:

You should send any notice of revocation to the following address:

Evans Bancorp, Inc.

6460 Main Street

Williamsville, New York 14221

Attention: Michelle A. Baumgarden

Corporate Secretary

If you hold your shares of Evans common stock in “street name” through a bank, broker, trustee or other nominee, you must follow the directions you receive from your bank, broker, trustee or other nominee to change your vote.

If you are an Evans shareholder, you may attend Evans’s virtual special meeting and vote electronically during the meeting. Please note, however, that if your shares are held in “street name” through a bank, broker, trustee or other nominee and you wish to attend and vote at the special meeting, you must register in advance. To register, you must submit a legal proxy reflecting your Evans common stock holdings along with your name and email address to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on December 17, 2024. You will receive a confirmation email with a control number from Computershare regarding your registration.

Whether or not you plan to attend the special meeting, Evans requests that you vote by internet, by telephone, or by completing and mailing the enclosed proxy card as soon as possible in the enclosed postage-paid envelope. This will not prevent you from voting online during the special meeting, but will assure that your vote is counted if you are unable to attend.

Only shares affirmatively voted for the merger proposal, the compensation proposal or the adjournment proposal, including shares represented by properly executed proxies that do not contain voting instructions, will be counted as votes “FOR” the merger proposal, “FOR” the compensation proposal or “FOR” the adjournment proposal, respectively.

Brokers who hold shares of Evans common stock in “street name” for a customer who is the beneficial owner of those shares may not exercise voting authority on the customer’s shares with respect to the actions proposed in this proxy statement/prospectus without specific instructions from the customer. Proxies submitted by a broker that do not exercise this voting authority are referred to as broker non-votes. It is expected that all proposals to be voted on at the Evans special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Evans special meeting. If your bank, broker, trustee or other nominee holds your shares of Evans common stock in “street name,” such entity will vote your shares of Evans common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.

Accordingly, you are urged to mark and return the enclosed proxy card to indicate your vote, or fill out the voter instruction form, if applicable.

Abstentions will be counted for purposes of determining whether a quorum is present at the special meeting. Abstentions will have the same effect as a vote against the merger proposal and no effect on the compensation proposal or the adjournment proposal.

If you are an Evans shareholder, the enclosed proxy is solicited by and on behalf of the Evans Board of Directors. Evans will pay the expenses of soliciting proxies to be voted at the special meeting, including any attorneys’ and accountants’ fees, except Evans and NBT have each agreed to share equally the costs of filing, printing and mailing this proxy statement/prospectus. Following the original mailing of the proxies and other soliciting materials, Evans and its agents may also solicit proxies by mail, telephone, facsimile or in person. No additional compensation will be paid to directors, officers or other employees of Evans for making these solicitations.

Evans has retained a proxy solicitation firm, Alliance Advisors, LLC, to aid it in the solicitation process. Evans estimates it will pay Alliance Advisors, LLC a fee of approximately $20,000 plus certain expenses and has agreed to indemnify Alliance Advisors, LLC against certain losses. Evans intends to reimburse persons who hold Evans common stock of record but not beneficially, such as brokers, custodians, nominees and fiduciaries, for their reasonable expenses in forwarding copies of proxies and other soliciting materials to, and requesting authority for the exercise of proxies from, the persons for whom they hold the shares.

This proxy statement/prospectus and the proxy card are first being sent to Evans shareholders on or about November 14, 2024.

If you are an Evans shareholder, you should not send in any certificates representing Evans common stock. Following completion of the merger, you will receive instructions for the exchange of your certificates representing Evans common stock.

If your shares of Evans common stock are held in book-entry form, you will not be required to take any additional actions. Promptly following the completion of the merger, shares of Evans common stock held in book-entry form will automatically be exchanged for the merger consideration.

The following discussion contains material information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement and other documents attached as annexes to this proxy statement/prospectus. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement and other documents attached as annexes to this proxy statement/prospectus, for a more complete understanding of the merger.

On September 9, 2024, NBT, NBT Bank, Evans and Evans Bank entered into an Agreement and Plan of Merger (the “merger agreement”) pursuant to which (i) Evans will merge with and into NBT, with NBT as the surviving entity, and (ii) Evans Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity.

Upon completion of the merger, holders of Evans common stock (other than stock held by NBT or Evans) will receive 0.91 shares of NBT common stock for each share of Evans common stock they own on the effective date of the merger. Evans shareholders will also receive cash in lieu of any fractional shares they would have otherwise received in the merger.

See “The Merger Agreement” beginning on page 59, for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the merger and the provisions for terminating or amending the merger agreement.

On March 19, 2024, at a regularly scheduled meeting of the Evans Board of Directors at which representatives of Piper Sandler were in attendance, and following a year-long review of long term strategies, prospects and strategic alternatives, the Evans Board of Directors determined to explore the value that could be delivered to shareholders through a business combination with a strategic partner. The Evans Board of Directors discussed several bank holding companies that in the past had expressed an interest in Evans should it ever pursue a merger transaction, and which previously had been identified by Evans as viable strategic partners. Included among these companies was NBT. The Evans Board of Directors authorized David Nasca, President and Chief Executive Officer of Evans, to reengage with executives of these companies to determine if they remained interested in a possible strategic combination and, in consultation with Piper Sandler to consider other potential strategic partners based on an analysis of an ability to pay and likely interest in an acquisition of a $2 billion bank operating in upstate New York.

In April, May and early June, 2024, Mr. Nasca met or talked with executives of four bank holding companies, each of which operated in the upstate New York marketplace, or in a contiguous marketplace, and each of which in the past had expressed an interest in Evans should it pursue a merger transaction. Mr. Nasca met with John Watt, former President and Chief Executive Officer of NBT, and Scott Kingsley, President and Chief Executive Officer of NBT, on April 19, 2024, and had a follow-up telephone call with Mr. Kingsley on May 6, 2024. Mr. Nasca received confirmation of continued interest in a possible merger transaction with Evans from executives of each of the four bank holding companies, including NBT.

On June 18, 2024, at a regularly scheduled meeting of the Evans Board of Directors at which Piper Sandler and Luse Gorman were in attendance, Piper Sandler and Mr. Nasca provided an overview to the Evans Board of Directors of the steps that had been taken since the March 19 meeting of the Evans Board of Directors to determine if there was interest from third parties in terms of moving forward with a possible process for a strategic acquisition of Evans. Piper Sandler and Mr. Nasca reported on the favorable feedback received from the four bank holding companies. Each of these companies had a stock that traded at a premium to book value and were considered to have a strong likelihood of receiving regulatory approval of a merger transaction with Evans. As to each of the companies, Piper Sandler provided a preliminary capacity to pay analysis, along with a financial and management overview. Piper Sandler also noted to the Board of Directors that a wider universe of bank holding companies had been considered in their review, but were eliminated from consideration for a variety of financial reasons, while certain other companies were eliminated based on several “no name” discussions with Piper Sandler that confirmed to Piper Sandler that these companies were not interested in the mergers and acquisitions market at that time. At this meeting, Luse Gorman discussed the fiduciary duties of the Evans Board of Directors, in particular in the context of a merger and acquisition transaction. Piper Sandler outlined a process that would involve entering into nondisclosure agreements with each of the four bank holding

companies that had been contacted, their conducting preliminary due diligence on Evans and their submission of an indication of interest addressing key transaction terms. After review and discussion, the Evans Board of Directors authorized Evans management and Piper Sandler to move forward with the four bank holding companies and commence a process for a possible strategic acquisition of Evans.

Following the June 18 meeting of the Evans Board of Directors, each of the four bank holding companies, including NBT, entered into a nondisclosure agreement with Evans. The nondisclosure agreements included certain standstill provisions prohibiting each company from proposing or seeking to acquire Evans other than through the indication of interest process, which prohibitions terminated once Evans entered into an agreement to be acquired by a third party.

A virtual data room was established by Evans, populated with preliminary non-public due diligence information, and opened to the four bank holding companies on June 23, 2024.

On June 26, 2024, Piper Sandler provided bidding instructions for an indication of interest to each of the four bank holding companies and requested that the indication of interest be returned by July 12, 2024.

Prior to the July 12^th deadline, two of the bank holding companies informed Piper Sandler that they would not proceed further with the submission of an indication of interest.

On July 12, 2024, NBT and one other bank holding company (referred to as “Company B”) submitted an indication of interest.

On July 16, 2024, at a regularly scheduled meeting of the Evans Board of Directors at which representatives of Piper Sandler and Luse Gorman were in attendance, Piper Sandler reviewed the two indications of interest that were submitted by NBT and Company B. Each indication of interest proposed an all stock merger transaction. The indication of interest submitted by NBT proposed a fixed exchange ratio of 0.9011 shares of NBT common stock for each share of Evans common stock, which implied a deal price per share of Evans common stock of between $35.26 and $37.25, based on NBT’s closing stock price of $41.34 on July 11, 2024, and a five-day average closing stock price of NBT common stock of $39.13. The indication of interest submitted by Company B proposed a per share value of $35-$36 for each share of Evans common stock, with a fixed exchange ratio to be determined closer to transaction signing. The other proposed terms in the indications of interest submitted by NBT and Company B were substantially similar, with Company B proposing to appoint Mr. Nasca to the board of directors of Company B and its subsidiary bank, and NBT proposing to appoint one mutually agreed upon Evans director to the NBT and NBT Bank boards of directors. Piper Sandler reviewed with the Evans Board of Directors a financial analysis of each of the indications of interest and of each of NBT and Company B. Luse Gorman again reviewed with the Evans Board of Directors the fiduciary duties applicable to the transaction. Following discussion, the Evans Board of Directors directed Piper Sandler to request NBT to increase its proposed exchange ratio of 0.9011 shares of NBT common stock per share of Evans common stock, with the understanding that if the exchange ratio was increased, Evans was prepared to move forward with NBT’s indication of interest, with an exclusivity period for negotiating a definitive agreement. A special meeting of the Evans Board of Directors was scheduled for Friday, July 19, 2024.

Following the July 16^th meeting of the Evans Board of Directors, and as directed by the Evans Board of Directors, Piper Sandler advised Stephens Inc. (“Stephens”), NBT’s financial advisor for the transaction, of Evans’ interest in the indication of interest submitted by NBT, and passed along the Evans Board of Directors’ request that the exchange ratio be increased in order for Evans to move forward with NBT’s indication of interest and an exclusivity agreement for the negotiation of a definitive agreement. Piper Sander advised Stephens that an Evans Board of Directors meeting was scheduled for late in the afternoon on July 19, 2024, and that any increase in the exchange ratio should be reflected in an updated indication of interest to be submitted before the July 19^th meeting. In response, Stephens informed Piper Sandler that NBT was prepared to increase the exchange ratio to 0.92 shares of NBT common stock for each share of Evans common stock.

Following the July 16^th meeting, Piper Sandler also communicated with the financial advisor for Company B, and indicated that the Evans Board of Directors consideration of its indication of interest was complicated by the fact that the indication of interest was stated in the form of a price range, which did not enable Evans to capture the appreciation in Company B’s stock price since the submission of the indication of interest. Piper Sandler indicated that it had converted the price range included in Company B’s indication of interest into an implied

exchange ratio of between 2.89 and 3.08 shares of Company B common stock for each share of Evans common stock, which resulted in a valuation of $40.75 per share of Evans common stock using the upper end of the implied exchange ratio. Company B’s financial advisor concurred in this analysis.

On July 18, 2024, the chief executive officer of Company B telephoned Mr. Nasca and stated that he was prepared to seek approval from the board of directors of Company B to increase the exchange ratio further, to up to 3.3 shares of Company B common stock for each share of Evans common stock, if Evans would assure him that the increased exchange ratio would be accepted. Mr. Nasca responded that he could not provide such assurance, which not only would require action from the Evans Board of Directors, but first would require action from the board of directors of Company B and a revised formal indication of interest.

Also on July 18, 2024, Piper Sandler and the financial advisor for Company B had a telephone conversation, and the financial advisor for Company B confirmed Company B’s interest in seeking board approval for an increased exchange ratio if Evans could provide assurance that the increased exchange ratio would be accepted. Piper Sandler advised the financial advisor for Company B that such assurance could only be provided by the Evans Board of Directors, and that the Evans Board of Directors was meeting on July 19, 2024 and would consider any revised indication of interest that Company B submitted. No revised indication of interest was submitted by Company B.

On July 19, 2024, before the Evans Board of Directors meeting, NBT submitted an updated indication of interest reflecting an increase in the exchange ratio to 0.92 shares of NBT common stock per share of Evans common stock.

On July 19, 2024, at a special meeting of the Evans Board of Directors at which representatives of Piper Sandler and Luse Gorman were in attendance, Piper Sandler reviewed a summary financial analysis of the indications of interests submitted by NBT and Company B. Using the upper end of the implied exchange ratio reflected in Company B’s indication of interest, Company B’s indication of interest resulted in a transaction value of $40.53 per share of Evans common stock. Based on the increased exchange ratio of 0.92 shares of NBT common stock per share of Evans common stock reflected in the updated indication of interest submitted by NBT, NBT’s updated indication of interest resulted in a transaction value of $41.78 per share of Evans common stock, based on the closing stock price of NBT common stock on July 18, 2024 of $45.41. Piper Sandler also provided a summary financial analysis of the verbal indication provided by Company B as to an exchange ratio of up to 3.3 shares of Company B common stock for each share of Evans common stock, which would have resulted in a transaction value of $43.40 per share of Evans common stock.

Noting that Company B had indicated that its board had not authorized an increased exchange ratio and that a revised indication of interest with an increased exchange ratio had not in fact been submitted by Company B, and taking into account the Evans Board of Directors’ evaluation of the qualitative factors relating to NBT and Company B, the Evans Board of Directors determined to authorize Piper Sandler and Mr. Nasca to inform NBT that Evans was prepared to move forward with the execution of its indication of interest and a sixty day exclusivity agreement for the negotiation of a definitive agreement. On July 19, following this Board meeting, NBT and Evans executed the indication of interest, which included the sixty day exclusivity period.

During the balance of July and August, 2024, Evans and NBT conducted a due diligence review of the other.

On August 7, 2024 counsel for NBT delivered to Luse Gorman the first draft of a proposed merger agreement, which was provided to Evans. Thereafter, and continuing through September 4, 2024, the parties and their counsel negotiated the terms of the merger agreement and related transaction documents, reflecting discussions between the parties regarding transaction terms.

On August 26, 2024, the Corporate Governance and Nominating Committee of the Evans Board of Directors met and determined to recommend to the Evans Board of Directors that the merger agreement should specify that David Nasca will be appointed to the board of directors of NBT and NBT Bank. By unanimous written consent dated August 30, 2024, the Evans Board of Directors approved and adopted this recommendation. This was communicated to NBT, and reflected in revised transaction documents.

On August 30, 2024, Mr. Kingsley spoke with Mr. Nasca via telephone to express concerns emanating from due diligence as to certain additional costs of the transaction. Mr. Kingsley discussed that, as a result of these concerns, NBT was seeking a reduction of the exchange ratio to 0.9011 shares of NBT common stock for each share of Evans common stock, which exchange ratio was included in NBT’s initial indication of interest.

On September 3, 2024, Mr. Nasca and Mr. Kingsley again spoke via telephone regarding the exchange ratio. Following discussion, Mr. Nasca and Mr. Kingsley agreed to an exchange ratio of 0.91 shares of NBT common stock for each share of Evans common stock, subject to the approval of the Evans Board of Directors.

Between September 1 and September 4, 2024, Luse Gorman and Hogan Lovells exchanged drafts of and finalized the terms of the merger agreement, the related disclosure schedules, the plan of bank merger and the voting agreement (the “transaction documents”).

On September 4, 2024, the Evans Board of Directors were provided with copies of the definitive transaction documents, as well as an overview of the principal terms of the definitive merger agreement.

On September 6, 2024, at a special meeting of the Evans Board of Directors at which representatives of Piper Sandler and Luse Gorman were in attendance, Mr. Nasca informed the Evans Board of Directors of his discussions with Mr. Kingsley and the revised exchange ratio of 0.91 shares of NBT common stock for each share of Evans common stock. Mr. Nasca stated his view that the revised exchange ratio represented a strong offer that provided shareholders with a significant premium to the then current stock price. Piper Sandler reviewed its fairness opinion presentation, based on the exchange ratio of 0.91 shares of NBT common stock for each share of Evans common stock, a copy of which presentation had been provided to the Evans Board of Directors in advance of the meeting. Piper Sandler advised the Evans Board of Directors that Piper Sandler was prepared to render its opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and the qualifications and limitations on the review undertaken by it as set forth in its opinion, the exchange ratio of 0.91 shares of NBT common stock for each share of Evans common stock was fair, from a financial point of view, to the holders of Evans’ common stock. See “PROPOSAL 1–The Merger–Opinion of Piper Sandler & Co., Financial Advisor to Evans” beginning on page 37 and Annex B. Luse Gorman discussed the fiduciary duties of the board of directors applicable to the transaction and then reviewed in detail the terms of the merger agreement and related documents.

Following discussion, the Evans Board of Directors agreed to vote on the merger agreement and related transactions at a special meeting of the Evans Board of Directors to be held on September 9, 2024.

On September 9, at a special meeting of the Evans Board of Directors at which representatives of Piper Sandler and Luse Gorman were in attendance, Piper Sandler stated that it was prepared to render its fairness opinion dated as of September 9, 2024. Luse Gorman noted that no further revisions to the transaction documents had been made. After discussion, the Evans Board of Directors unanimously voted to approve the merger agreement with NBT and to recommend its approval to the Evans shareholders. Evans and NBT executed the merger agreement, entered into the voting agreements with the directors and executive officers, and publicly announced the transaction.

After careful consideration, the Evans Board of Directors, at a special meeting held on September 9, 2024, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Evans and its shareholders, (ii) declared the merger agreement advisable, (iii) approved the execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (iv) directed that the approval of the merger agreement be submitted to holders of Evans common stock and (v) recommended that the holders of Evans common stock vote their shares to approve the merger agreement. Accordingly, the Evans Board of Directors unanimously recommends that Evans shareholders vote “FOR” the merger proposal, “FOR” the Evans compensation proposal and “FOR” the adjournment proposal.

In reaching its decision to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, and to recommend that Evans’s shareholders approve the merger proposal and compensation proposal, the Evans Board of Directors evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with Evans’s management, as well as with Evans’s legal and financial advisors, and considered a number of factors, including the following:

The Evans Board of Directors also considered the potential risks associated with the transaction. The Evans Board of Directors concluded that the anticipated benefits of combining with NBT were likely to outweigh these risks substantially. These potential risks included:

In considering the recommendation of the Evans Board of Directors, you should be aware that certain directors and executive officers of Evans may have interests in the merger that are different from, or in addition to, interests of shareholders of Evans generally and may create potential conflicts of interest. The Evans Board of Directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending to Evans’s shareholders that they vote in favor of the merger proposal. See “PROPOSAL 1—The Merger— Interests of Evans’s Directors and Executive Officers in the Merger” beginning on page 48 for more information.

The foregoing discussion of the material information and factors considered by the Evans Board of Directors is not intended to be exhaustive and may not include all of the factors considered by the Evans Board of Directors. In view of the variety of factors considered in connection with its consideration of the merger and the other transactions contemplated by the merger agreement, and the complexity of these matters, the Evans Board of Directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The above factors are not listed in any particular order of priority. The Evans Board of Directors considered all these factors as a whole.

It should be noted that this explanation of the reasoning of the Evans Board of Directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section titled “Information Regarding Forward-Looking Statements.”

For the reasons set forth above, the Evans Board of Directors determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Evans and its shareholders, and unanimously adopted and approved the merger agreement and the transactions contemplated by it.

Accordingly, the Evans Board of Directors unanimously recommends that Evans shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal, and “FOR” the adjournment proposal.

The affirmative vote of two-thirds of all outstanding shares entitled to vote on the proposal is required to approve the merger proposal. Abstentions will have the same effect as a vote against the merger proposal.

Evans retained Piper Sandler to act as financial advisor to Evans’s Board of Directors in connection with Evans’s consideration of a possible business combination. Evans selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to Evans’s Board of Directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the September 9, 2024 meeting at which Evans’s Board of Directors considered the merger and the merger

agreement, Piper Sandler delivered to the Board of Directors its oral opinion, which was subsequently confirmed in writing on September 9, 2024, to the effect that, as of such date, the exchange ratio was fair to the holders of Evans common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex B to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Evans common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the Board of Directors of Evans in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Evans as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Evans common stock and did not address the underlying business decision of Evans to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Evans or the effect of any other transaction in which Evans might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director, or employee of Evans or NBT or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

Piper Sandler also discussed with certain members of the senior management of Evans and its representatives the business, financial condition, results of operations and prospects of Evans and held similar discussions with certain members of the management of NBT and its representatives regarding the business, financial condition, results of operations and prospects of NBT.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by Evans or NBT or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective senior managements of Evans and NBT that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any respect material to Piper Sandler’s analysis. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Evans or NBT, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Evans or NBT or any of their respective subsidiaries. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of Evans or NBT, any of their respective subsidiaries, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Evans or NBT or any of their respective subsidiaries. Piper Sandler assumed, with Evans’s consent, that the respective allowances for credit losses for Evans and NBT and their respective subsidiaries were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used publicly available analyst consensus earnings per share estimates for Evans for the years ending December 31, 2024 and December 31, 2025 as well as an estimated long-term annual earnings per share growth rate for the years thereafter and estimated dividends per share for Evans for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of Evans. In addition, Piper Sandler used certain internal financial projections for NBT for the year ending December 31, 2024 with a long-term annual balance sheet and net income growth rate for the years ending December 31, 2025 through December 31, 2028 and estimated dividends per share for NBT for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of NBT. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as well as estimated net income for each of Evans and NBT for the year ending December 31, 2024 with an estimated long-term earnings growth rate for the years thereafter, as provided by the senior management of NBT. With respect to the foregoing information, the respective senior managements of Evans and NBT confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective senior managements as to the future financial performance of Evans and NBT, respectively, and Piper Sandler assumed that the future financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such projections, estimates or judgements, or the assumptions on which they were based. Piper Sandler also assumed that there had been no material change in Evans’s or NBT’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analysis that Evans and NBT would remain as going concerns for all periods relevant to its analysis.

Piper Sandler also assumed, with Evans’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements required to effect the merger, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived,

(ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Evans, NBT, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Evans’s consent, Piper Sandler relied upon the advice that Evans received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Evans common stock or NBT common stock at any time or what the value of NBT common stock would be once the shares are actually received by the holders of Evans common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to Evans’s Board of Directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to Evans or NBT and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Evans and NBT and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the exchange ratio to the holders of Evans common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Evans, NBT, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Evans’s Board of Directors at its September 9, 2024 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Evans common stock or NBT common stock or the prices at which Evans common stock or NBT common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by Evans’s Board of Directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of Evans’s Board of Directors with respect to the fairness of the exchange ratio.

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of Evans common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive 0.91 of a share of NBT common stock. Piper Sandler calculated an aggregate implied transaction value of approximately $236.2 million and an implied per share transaction value of $42.11 consisting of the implied value of 5,525,838 shares of Evans common stock, 142,650 Evans stock options with a weighted average strike price of $32.79 and 49,984 Evans restricted stock units, based on the closing price of NBT common stock on September 6, 2024. Based upon financial information for Evans as of or for the last twelve months (“LTM”) ended June 30, 2024 and the closing price of Evans common stock on September 6, 2024, Piper Sandler calculated the following implied transaction metrics:

Piper Sandler reviewed the publicly available historical reported trading prices of Evans common stock and NBT common stock for the one-year and three-year periods ended September 6, 2024. Piper Sandler then compared the relationship between the movements in the price of Evans common stock and NBT common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

Piper Sandler used publicly available information to compare selected financial information for Evans with a group of financial institutions selected by Piper Sandler. The Evans peer group included banks and thrifts whose securities are traded on a major exchange (NASDAQ, NYSE, NYSEAM) that are headquartered in the Mid-Atlantic region with total assets between $1.0 billion and $3.0 billion as of the most recently reported quarter, but excluded banks with LTM return on average assets (“ROAA”) less than 0.00% and targets of announced mergers (the “Evans Peer Group”). The Evans Peer Group consisted of the following companies:

The analysis compared publicly available financial information for Evans with corresponding data for the Evans Peer Group as of or for the period ended June 30, 2024 with pricing data as of September 6, 2024. The table below sets forth the data for Evans and the median, mean, low and high data for the Evans Peer Group.

Piper Sandler used publicly available information to perform a similar analysis for NBT by comparing selected financial information for NBT with a group of financial institutions selected by Piper Sandler. The NBT peer group included banks and thrifts whose securities are traded on a major exchange (NASDAQ, NYSE, NYSEAM) that are headquartered in the contiguous United States with total assets between $10.0 billion and $15.0 billion as of the most recently reported quarter, but excluded banks with LTM ROAA less than 0.50% and CRE Concentration greater than 300%, and targets of announced mergers (the “NBT Peer Group”). The NBT Peer Group consisted of the following companies:

The analysis compared publicly available financial information for NBT with corresponding data for the NBT Peer Group as of or for the period ended June 30, 2024 with pricing data as of September 6, 2024. The table below sets forth the data for NBT and the median, mean, low and high data for the NBT Peer Group.

Piper Sandler reviewed a group of recent merger and acquisition transactions. The group consisted of bank and thrift transactions nationwide, announced between January 1, 2023 and September 4, 2024 with target total assets between $1.0 billion and $5.0 billion at announcement, but excluded transactions with non-disclosed deal values, private investors, private equity buyers, or credit union buyers, and merger-of-equal transactions (the “Nationwide Precedent Transactions”).

The Nationwide Precedent Transactions group was composed of the following transactions:

Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: deal value, transaction price to last-twelve-months earnings per share, transaction price to estimated earnings per share, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

Piper Sandler performed an analysis that estimated the net present value of a share of Evans common stock assuming Evans performed in accordance with publicly available analyst consensus earnings per share estimates for Evans for the years ending December 31, 2024 and December 31, 2025 as well as an estimated long-term annual earnings per share growth rate for the years thereafter and estimated dividends per share for Evans for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of Evans. To approximate the terminal value of a share of Evans common stock at September 6, 2024, Piper Sandler applied price to 2028 earnings multiples ranging from 9.0x to 14.0x and multiples of 2028 tangible book value ranging from 90% to 140%. The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Evans common stock. As illustrated in the following tables, the

analysis indicated an imputed range of values per share of Evans common stock of $19.12 to $31.81 when applying multiples of earnings and $23.50 to $39.82 when applying multiples of tangible book value.

Piper Sandler also considered and discussed with Evans’s Board of Directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis, assuming Evans’s earnings varied from 20.0% above estimates to 20.0% below estimates. This analysis resulted in the following range of per share values for Evans common stock, applying the price to 2028 earnings multiples range of 9.0x to 14.0x referred to above and a discount rate of 10.87%.

Piper Sandler also performed an analysis that estimated the net present value per share of NBT common stock, assuming NBT performed in accordance with internal financial projections for NBT for the year ending December 31, 2024 with a long-term annual balance sheet and net income growth rate for the years ending December 31, 2025 through December 31, 2028 and estimated dividends per share for NBT for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of NBT. To approximate the terminal value of a share of NBT common stock at September 6, 2024 Piper Sandler applied price to 2028 earnings multiples ranging from 11.0x to 18.5x and multiples of 2028 tangible book value ranging from 150% to 225%. The terminal values were then discounted to present values using different discount rates ranging from 7.5% to 11.5%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of NBT common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of NBT common stock of $26.90 to $49.21 when applying multiples of earnings and $33.14 to $55.48 when applying multiples of tangible book value.