As filed with the Securities and Exchange Commission on February 13, 2023

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NBT Bancorp Inc.

(Exact name of registrant as specified in its charter)

Delaware	6021	16-1268674
(State or Other Jurisdiction of Incorporation)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

52 South Broad Street

Norwich, New York 13815

(607) 337-2265

(Address, including Zip Code, and Telephone

Number, including Area Code, of Registrant’s

Principal Executive Offices)

John H. Watt, Jr.

President & Chief Executive Officer

52 South Broad Street

Norwich, New York 13815

(607) 337-2265

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Richard A. Schaberg, Esq.
Les B. Reese, III, Esq.
Hogan Lovells US LLP
555 Thirteenth Street, NW
Columbia Square
Washington, DC 20004
(202) 637-5600 Jennifer DiBella
J. J. Cranmore
Updike, Kelly & Spellacy, P.C.
225 Asylum Street, 20^th Floor
Hartford, Connecticut 06103
(860) 548-2600

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED FEBRUARY 13, 2023

 

Proxy Statement/Prospectus

 

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On December 5, 2022, NBT Bancorp Inc. (“NBT”), NBT’s wholly-owned subsidiary, NBT Bank, National Association (“NBT Bank”), Salisbury Bancorp, Inc. (“Salisbury”) and Salisbury’s wholly-owned subsidiary, Salisbury Bank and Trust Company (“Salisbury Bank”) entered into an Agreement and Plan of Merger (the “merger agreement”) pursuant to which (i) Salisbury will merge with and into NBT, with NBT as the surviving entity, and (ii) Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity.

Salisbury is holding a special meeting for its shareholders to vote on the merger agreement. The special meeting of Salisbury shareholders will be held at The Interlaken Inn, 74 Interlaken Road, Lakeville, CT 06039 on     , 2023, at     , local time. At the special meeting of Salisbury shareholders, Salisbury 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 Salisbury in connection with the merger (the “compensation proposal”), and (iii) a proposal to approve one or more adjournments of the Salisbury 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 each of the merger proposal, the compensation proposal and the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. The Salisbury board of directors recommends unanimously that all Salisbury shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

If the merger is completed, Salisbury shareholders will receive 0.7450 shares of NBT common stock for each share of Salisbury common stock they own on the effective date of the merger. Salisbury shareholders will also receive cash in lieu of any fractional shares they would have otherwise received in the merger.

As described in more detail elsewhere in this proxy statement/prospectus, under the terms of the merger agreement, in the event that the average closing price of NBT common stock for a specified period prior to the closing of the merger is less than $37.02 per share and the decrease in the price of NBT common stock is more than 20% greater than the decrease in the NASDAQ Bank Index over the same period, Salisbury has the right to terminate the merger agreement, provided that NBT has the option to increase the amount of NBT common stock issuable to Salisbury shareholders or make cash payments to holders of Salisbury common stock to prevent such termination.

NBT common stock is listed on the NASDAQ Stock Market under the symbol “NBTB.” Salisbury common stock is listed on the NASDAQ Stock Market under the symbol “SAL.” On December 2, 2022, which was the last trading day preceding the public announcement of the proposed merger, the closing price of NBT common stock was $46.27 per share, which after giving effect to the exchange ratio, has an implied value of $34.47 per share. On    , 2023, which was the most recent practicable trading day before the printing of this proxy statement/prospectus, the closing price of NBT common stock was $     per share, which after giving effect to the exchange ratio, has an implied value of approximately $     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 in person will have no impact on any of the proposals.

This document serves as the proxy statement for the special meeting of Salisbury and the prospectus for the shares of NBT common stock to be issued in connection with the merger, and describes the Salisbury 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 16.

Thank you for your cooperation and continued support.

Sincerely,

 

David B. Farrell

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    , 2023, and is first being mailed to Salisbury shareholders on or about    , 2023.

 

5 Bissell Street

Lakeville, Connecticut 06039

(860) 435-9801

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON    , 2023

A special meeting of shareholders of Salisbury Bancorp, Inc. (“Salisbury”) will be held at The Interlaken Inn, 74 Interlaken Road, Lakeville, CT 06039 on   , 2023, at   , local time, to consider and vote on the following matters:

1.
a proposal to approve the Agreement and Plan of Merger (the “merger agreement”), by and among NBT Bancorp Inc. (“NBT”), NBT Bank, National Association, a federally-chartered national banking association and wholly owned subsidiary of NBT (“NBT Bank”), Salisbury and Salisbury Bank and Trust Company, a Connecticut-chartered bank and wholly owned subsidiary of Salisbury (“Salisbury Bank”), dated as of December 5, 2022, pursuant to which (i) Salisbury will merge with and into NBT, with NBT as the surviving entity, and (ii) Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity (the “merger proposal”);

2.
a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Salisbury in connection with the merger (the “compensation proposal”); and

3.
a proposal to approve one or more adjournments of the special meeting, if necessary, 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”).

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.

The board of directors of Salisbury has established the close of business on    , 2023 as the record date for the special meeting. Only record holders of Salisbury 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 inspection at the special meeting and before the special meeting, during the period beginning two business days after notice of the meeting is given and upon written request by any Salisbury shareholder. The affirmative vote of a majority of the votes cast by all Salisbury shareholders entitled to vote at the special meeting is required to approve each of the merger proposal, the compensation proposal and the adjournment 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 in person at 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 Salisbury board of directors unanimously recommends that you vote “FOR” each of the proposals.

By Order of the Board of Directors,

Shelly L. Humeston

Secretary

Lakeville, Connecticut

   , 2023

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

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about NBT and Salisbury 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:

NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
(607) 337-2265
Attention: M. Randolph Sparks
Corporate Secretary
(607) 337-6141
www.nbtbancorp.com Salisbury Bancorp, Inc.
5 Bissell Street
Lakeville, Connecticut 06039
(860) 435-9801
Attention: Shelly Humeston
Corporate Secretary
(860) 453-3432
www.salisburybank.com

To obtain timely delivery, you must request the information no later than    , 2023.

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 89.

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 Morrow Sodali LLC, Salisbury’s proxy solicitor, at the address or telephone number listed below:

333 Ludlow Street

5^th Floor, South Tower

Stamford, CT 06902

(203) 658-9441

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

ABOUT THIS DOCUMENT

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. 333-   ) filed by NBT with 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 Salisbury shareholders in exchange for shares of Salisbury 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 Salisbury. 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    , 2023, 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 Salisbury 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 Salisbury has been provided by Salisbury.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SALISBURY SPECIAL MEETING		1
SUMMARY		7
	The Companies	7
	The Special Meeting of Shareholders of Salisbury	8
	The Merger and the Merger Agreement	9
RISK FACTORS		16
COMPARATIVE MARKET PRICE DATA		21
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		22
INFORMATION ABOUT THE COMPANIES		24
	NBT Bancorp Inc.	24
	NBT Bank, National Association	24
	Salisbury Bancorp, Inc.	24
	Salisbury Bank and Trust Company	24
THE SPECIAL MEETING OF SALISBURY SHAREHOLDERS		26
	Date, Time and Place of the Special Meeting	26
	Purpose of the Special Meeting	26
	Recommendation of Salisbury Board of Directors	26
	Record Date; Outstanding Shares; Shares Entitled to Vote	26
	Quorum; Vote Required	26
	Share Ownership of Management; Voting Agreements	26
	Voting of Proxies	27
	Participants in the ESOP	27
	How to Revoke Your Proxy	27
	Voting in Person	28
	Abstentions and Broker Non-Votes	28
	Proxy Solicitation	28
	Stock Certificates and Book-Entry Shares	29
PROPOSAL 1—THE MERGER		30
	General	30
	Background of the Merger	30
	Salisbury’s Reasons for the Merger	36
	Vote Required for Approval	39
	Recommendation of the Salisbury Board of Directors	39
	Opinion of Janney Montgomery Scott, Financial Advisor to Salisbury	39
	Certain Unaudited Prospective Financial Information	48
	Interests of Salisbury’s Directors and Executive Officers in the Merger	49
	Current Agreements and Benefit Plans with Salisbury’s Directors and Executive Officers	51
	Membership on the Boards of Directors of NBT and NBT Bank and Appointment of Officer	57
	Indemnification and Insurance of Directors and Officers	57
	Potential Payments and Benefits to Salisbury’s Named Executive Officers in Connection with the Merger	57
	Material U.S. Federal Income Tax Consequences of the Merger	59
	Regulatory Approvals Required for the Merger	61
	Accounting Treatment of the Merger	62
	Dissenters’ Appraisal Rights	62
	Restrictions on Sales of Shares by Certain Affiliates	62
	Stock Exchange Listing; Delisting and Deregistration of Salisbury Common Stock	62
THE MERGER AGREEMENT		63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		78
COMPARISON OF STOCKHOLDER RIGHTS		80

i

LEGAL MATTERS	88
EXPERTS	88
FUTURE SHAREHOLDER PROPOSALS	88
HOUSEHOLDING OF PROXY MATERIALS	89
WHERE YOU CAN FIND MORE INFORMATION	89

ANNEX A—AGREEMENT AND PLAN OF MERGER	A-1
ANNEX B—OPINION OF JANNEY MONTGOMERY SCOTT LLC	B-1

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SALISBURY SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger and the Salisbury 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.

Q:
Why am I receiving this proxy statement/prospectus?

A:
The respective boards of directors of NBT Bancorp Inc. (“NBT”), NBT Bank, National Association, NBT’s subsidiary bank (“NBT Bank”), Salisbury Bancorp, Inc. (“Salisbury”) and Salisbury Bank and Trust Company, Salisbury’s subsidiary bank (“Salisbury Bank”), each approved a merger agreement, which is described in this proxy statement/prospectus, among NBT, NBT Bank, Salisbury and Salisbury Bank pursuant to which (i) Salisbury will merge with and into NBT, with NBT as the surviving entity and (ii) Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A. In order to complete the merger, Salisbury shareholders must vote to approve the merger agreement. Salisbury will hold a special meeting of shareholders to obtain this approval. This proxy statement/prospectus contains important information about the merger, the merger agreement, the special meeting of Salisbury shareholders and other related matters, and you should read it carefully. The enclosed voting materials for the Salisbury special meeting allow you to vote your shares of common stock without attending the special meeting in person.

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

Q:
What will happen in the merger?

A:
In the proposed merger, (i) Salisbury will merge with and into NBT, with NBT as the surviving entity, and (ii) Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity. Each share of Salisbury common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.7450 shares of NBT common stock.

Q:
What are the proposals on which I am being asked to vote?

A:
You are being asked to vote on the following proposals: (i) to approve the merger agreement (the “merger proposal”), (ii) to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Salisbury in connection with the merger (the “compensation proposal”) and (iii) to approve one or more adjournments or postponements of the special meeting, if necessary, for the purpose of soliciting additional proxies in favor of the proposal to approve the merger agreement (the “adjournment proposal”).

Q:
What will I receive in the merger?

A:
If the merger proposal is approved and the merger is subsequently completed, Salisbury shareholders will be entitled to receive 0.7450 shares of NBT common stock for each outstanding share of Salisbury common stock held at the effective time of the merger and cash in lieu of fractional shares as described below.

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 Salisbury shareholders may receive upon the closing of the merger.

1

NBT may opt to increase the amount of NBT common stock issuable to Salisbury shareholders or make cash payments to Salisbury shareholders in specific circumstances where Salisbury could otherwise terminate the merger agreement. For more information regarding these termination rights and the adjustments that may result to the merger consideration, see “The Merger Agreement—Termination” on page 75 for more information.

Q:
What will happen to shares of NBT common stock in the merger?

A:
Each share of NBT common stock outstanding held by NBT shareholders immediately before the merger will continue to represent one share of NBT common stock after the effective time of the merger. Accordingly, NBT shareholders will receive no consideration in the merger and the merger will not change the number of shares an NBT shareholder currently owns.

Q:
Will I receive any fractional shares of NBT common stock as part of the merger consideration?

A:
No. NBT will not issue any fractional shares of NBT common stock in the merger. Instead, NBT will pay Salisbury shareholders the cash value of a fractional share (without interest) in an amount determined by multiplying the fractional share interest to which such shareholder would otherwise be entitled by the average of the daily closing sales prices of one share of NBT common stock as reported on the NASDAQ Stock Market, LLC (“NASDAQ”) for the five consecutive trading days ending on the third business day immediately prior to the closing date of the merger, rounded to the nearest whole cent.

Q:
Is there a termination fee potentially payable under the merger agreement?

A:
Yes. Under certain circumstances, Salisbury may be required to pay NBT a termination fee if the merger agreement is terminated. See “The Merger Agreement—Termination Fee” on page 76 for more information.

Q:
As a Salisbury shareholder, why am I being asked to cast a non-binding advisory vote to approve the compensation that may become payable to Salisbury’s named executive officers in connection with the merger?

A:
The SEC’s rules require Salisbury to seek a non-binding advisory vote with respect to certain “golden parachute” compensation that may become payable to Salisbury’s named executive officers in connection with the merger.

Q:
What will happen if Salisbury shareholders do not approve the compensation that may become payable to Salisbury’s named executive officers in connection with the merger?

A:
The vote with respect to the “golden parachute” compensation is an advisory vote and will not be binding on Salisbury or NBT. Approval of the compensation that may become payable to Salisbury’s named executive officers is not a condition to completion of the merger. Therefore, if the merger proposal is approved by Salisbury’s shareholders and the merger is subsequently completed, the compensation will still be paid to Salisbury’s named executive officers, whether or not Salisbury shareholders approve the compensation at the Salisbury special meeting.

Q:
What are the material U.S. federal income tax consequences of the merger to U.S. holders of shares of Salisbury common stock?

A:
The merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, Salisbury shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the conversion of shares of Salisbury common stock into shares of NBT common stock, except that such holders will recognize gain or loss to the extent such holders receive cash in lieu of any fractional share of NBT common stock that a Salisbury shareholder would otherwise be entitled to receive. See “PROPOSAL 1—The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 59.

Q:
Will I be able to trade the shares of NBT common stock that I receive in the merger?

A:
You may freely trade the shares of NBT common stock issued in the merger unless you are an “affiliate” of NBT as defined by Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Affiliates consist of individuals or entities that control, are controlled by, or are under common control with NBT and include executive officers and directors and may include significant shareholders of NBT.

2

Q:
What are the conditions to completion of the merger?

A:
The obligations of NBT and Salisbury to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and tax opinions and the approval of the merger proposal by the shareholders of Salisbury.

Q:
When do you expect the merger to be completed?

A:
We will complete the merger when all of the conditions to completion contained in the merger agreement are satisfied or waived, including obtaining required regulatory approvals and the approval of the merger proposal by Salisbury’s shareholders at Salisbury’s special meeting. While we expect the merger to be completed in the second quarter of 2023, because fulfillment of some of the conditions to completion of the merger is not entirely within our control, we cannot assure you of the actual timing.

Q:
What Salisbury shareholder approval is required to complete the merger?

A:
The merger cannot be completed unless Salisbury receives the affirmative vote of a majority of the votes cast by all Salisbury shareholders entitled to vote at the Salisbury special meeting.

Q:
Are there any Salisbury shareholders already committed to voting in favor of the merger proposal?

A:
Yes. Each of the directors and certain executive officers of Salisbury, solely in such director’s or officer’s capacity as a shareholder of Salisbury, has entered into a voting agreement with NBT requiring each of them to vote all shares of Salisbury common stock owned by such director or executive officer in favor of the merger proposal. As of the record date, these directors and executive officers held     shares of Salisbury common stock, which represented approximately    % of the outstanding shares of Salisbury common stock.

Q:
When and where is the Salisbury special meeting?

A:
The special meeting of shareholders of Salisbury will be held at The Interlaken Inn, 74 Interlaken Road, Lakeville, CT 06039 on    , 2023, at    , local time.

Q:
What will happen at the Salisbury special meeting?

A:
At the Salisbury special meeting, Salisbury shareholders will consider and vote on the merger proposal and the compensation proposal. If, at the time of the special meeting, there are insufficient votes for the shareholders to approve the merger proposal, you may be asked to consider and vote on the adjournment proposal.

Q:
Who is entitled to vote at the Salisbury special meeting?

A:
All holders of Salisbury common stock who held shares at the close of business on    , 2023, which is the record date for the special meeting of Salisbury shareholders, are entitled to receive notice of and to vote at the Salisbury special meeting. Each holder of Salisbury common stock is entitled to one vote for each share of Salisbury common stock owned as of the record date.

Q:
What constitutes a quorum for the Salisbury special meeting?

A:
The quorum requirement for the special meeting is the presence in person or by proxy of the holders of a majority of the total number of shares of Salisbury common stock entitled to vote. Abstentions will be counted for purposes of determining whether a quorum is present.

Q:
How does the board of directors of Salisbury recommend I vote?

A:
After careful consideration, the Salisbury board of directors unanimously recommends that all shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal, if necessary.

3

Q:
Are there any risks that I should consider in deciding whether to vote for approval of the merger proposal?

A:
Yes. You should read and carefully consider the risk factors set forth in the section in this proxy statement/prospectus entitled “Risk Factors” beginning on page 16, as well as the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section of this proxy statement/prospectus titled “Information Regarding Forward-Looking Statements” on page 22.

Q:
What do I need to do now?

A:
You should carefully read and consider the information contained in or incorporated by reference into this proxy statement/prospectus, including its annexes. It contains important information about the merger, the merger agreement, NBT and Salisbury. After you have read and considered this information, you should vote by internet, by telephone, or by completing and mailing your proxy card in the enclosed postage-paid return envelope as soon as possible so that your shares will be represented and voted at the Salisbury special meeting.

Q:
How may I vote my shares for the special meeting proposals presented in this proxy statement/prospectus?

A:
You may vote by internet, by telephone, or by completing and mailing as soon as possible the proxy card in the enclosed postage-paid envelope. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions. You may revoke your proxy at any time prior to its exercise, and you may attend the special meeting and vote, even if you have previously returned your proxy card or voted via the Internet or by telephone. However, if you are a shareholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote at the special meeting.

Q:
How will my shares be represented at the Salisbury special meeting?

A:
At the Salisbury special meeting, the individuals named in your proxy card will vote your shares in the manner you requested if you properly signed and submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted: (1) “FOR” the merger proposal, (2) “FOR” the compensation proposal and (3) “FOR” the adjournment proposal.

Q:
If my shares are held in “street name” by my broker, bank, trustee or other nominee, will my broker, bank, trustee or other nominee automatically vote my shares for me?

A:
No. Your broker, bank, trustee or other nominee will not vote your shares unless you provide instructions to your broker, bank or other nominee on how to vote. You should instruct your broker, bank or other nominee to vote your shares by following the instructions provided by the broker, bank or nominee with this proxy statement/prospectus.

Q:
As a participant in the Salisbury Bank and Trust Company Employee Stock Ownership Plan how do I vote shares allocated to me under the plan?

A:
If you participate in the Salisbury Bank and Trust Company Employee Stock Ownership Plan (the “ESOP”), you will receive a vote authorization form for the ESOP that reflects all shares of Salisbury allocated to your account and allows you to direct the trustee of the ESOP to vote on your behalf. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of Salisbury common stock allocated to the participant’s account. The ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all allocated shares for which it has received voting instructions in accordance with such instructions and will vote all shares for which a participant has marked the vote authorization form to “ABSTAIN” and all allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions.

Q:
What if I fail to submit my proxy card or to instruct my broker, bank, trustee or other nominee?

A:
If you fail to properly submit your proxy card, and you do not attend the special meeting and vote your shares in person, your shares will not be voted. If a quorum is present at the special meeting, this will not affect the outcome of any of the proposals.

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Q:
What if I abstain from voting on a matter?

A:
For purposes of the special meeting, an abstention occurs when a shareholder attends the special meeting but abstains from voting. Abstentions will be counted for purposes of determining whether a quorum is present. For all proposals, abstentions are not shares “voting” at the special meeting and therefore, will not affect the outcome of any of the proposals.

Q:
What is a “broker non-vote”?

A:
Banks, brokers, trustees and other nominees who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers, trustees and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner.

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 Salisbury 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 Salisbury special meeting. If your bank, broker, trustee or other nominee holds your shares of Salisbury common stock in “street name,” such entity will vote your shares of Salisbury 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 no effect on the outcome of such proposals.

Q:
Can I attend the special meeting and vote my shares in person?

A:
Yes. Although the Salisbury board of directors requests that you return the proxy card accompanying this proxy statement/prospectus, all Salisbury shareholders, including shareholders of record and shareholders who hold their shares in “street name” through banks, brokers, trustees or other nominees, are invited to attend the special meeting. Shareholders of record on     , 2023 can vote in person at the special meeting. If you are not a Salisbury shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares of Salisbury common stock, such as a broker, bank, trustee or other nominee, to be able to vote in person at the special meeting.

Q:
Can I change my vote after I have submitted my proxy?

A:
Yes. There are three ways you can change your vote at any time after you have submitted your proxy and before your proxy is voted at the special meeting:

• you may deliver a written notice bearing a date later than the date of your proxy card to Salisbury’s Secretary at the address listed below, stating that you revoke your proxy;

• you may submit a new signed proxy card bearing a later date (if you submitted your proxy by Internet or by telephone, you can vote again by Internet or telephone); or

• you may attend the special meeting and vote in person, although attendance at the special meeting will not, by itself, revoke a proxy.

You should send any notice of revocation to:

Salisbury Bancorp, Inc.

5 Bissell Street

Lakeville, Connecticut 06039

(860) 453-3432

Attention: Shelly Humeston, Corporate Secretary

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If you hold your shares of Salisbury 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.

Q:
What happens if I sell my shares after the record date but before the special meeting?

A:
If you sell or otherwise transfer your shares after the record date, but before the date of the special meeting, you will retain your right to vote at the special meeting, but you will not have the right to receive the merger consideration to be received by shareholders in the merger. In order to receive the merger consideration, a shareholder must hold his or her shares through completion of the merger.

Q:
Are shareholders entitled to seek appraisal or dissenters’ rights if they do not vote in favor of the merger proposal?

A:
No. Salisbury shareholders will not be entitled to appraisal or dissenters’ rights.

Q:
What do I do if I receive more than one proxy statement/prospectus or set of voting instructions?

A:
If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you may receive more than one proxy statement/prospectus and/or set of voting instructions relating to the shareholder meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted.

Q:
Do I need to do anything with my shares of Salisbury common stock certificates now?

A:
No. Shareholders will receive an election form and instructions for surrendering their stock certificates prior to the closing of the merger. In the meantime, you should retain your stock certificates because they are still valid. Please do not send in your stock certificates with your proxy card.

Q:
What should I do if I hold my shares of Salisbury common stock in book-entry form?

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

Q:
Where can I find more information about the companies?

A:
You can find more information about NBT and Salisbury from the various sources described under “Where You Can Find More Information” beginning on page 89.

Q:
Whom should I call with questions?

A:
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 Morrow Sodali LLC at the address or telephone number listed below:

333 Ludlow Street

5^th Floor, South Tower

Stamford, CT 06902

(203) 658-9441

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read carefully the entire document and the other documents to which this proxy statement/prospectus refers in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” beginning on page 89. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (Page 24)

NBT Bancorp Inc.

NBT is a registered financial holding company incorporated in the State of Delaware with its principal headquarters located in Norwich, New York. 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 and NBT Holdings.

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 central and upstate New York, northeastern Pennsylvania, New Hampshire, Massachusetts, Vermont, Maine and 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 Bank, National Association

NBT Bank is a full-service commercial bank regulated by the Office of the Comptroller of the Currency (the “OCC”).

NBT Bank provides a broad range of financial products to individuals, corporations 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 operates 140 banking locations in New York, northeastern Pennsylvania, New Hampshire, Massachusetts, Vermont, Maine and Connecticut. NBT Bank has three operating subsidiaries, NBT Capital Corp., Broad Street Property Associates, Inc. and NBT Capital Management, Inc. 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. 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 September 30, 2022, NBT Bank had approximately $11.5 billion in assets and approximately $10.0 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.

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Salisbury Bancorp, Inc.

Salisbury Bancorp is a Connecticut corporation and the holding company of Salisbury Bank. It is a financial holding company under the Bank Holding Company Act of 1956, as amended. Salisbury Bancorp is Salisbury Bank’s sole shareholder. Salisbury Bancorp has no material operations and conducts no business on its own other than owning Salisbury Bank.

Salisbury Bank and Trust Company

Salisbury Bank is a Connecticut-chartered bank headquartered in Lakeville, Connecticut, and it is not a member of the Federal Reserve System. It is subject to regulation by the Connecticut Department of Banking (the “CTDOB”) and the Federal Deposit Insurance Corporation (the “FDIC”). Salisbury Bank was organized in 1848, and currently provides commercial banking, consumer financing, retail banking and trust and wealth advisory services through a network of 14 banking offices and 13 ATMs located in Litchfield County in Connecticut, Dutchess, Orange and Ulster Counties in New York and Berkshire County in Massachusetts.

As of September 30, 2022, Salisbury had approximately $1.5 billion in assets and approximately $1.3 billion in deposits.

Salisbury’s principal executive offices are located at 5 Bissell Street, Lakeville, Connecticut 06039, its phone number is (860) 435-9801 and its website is www.salisburybank.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

The Special Meeting of Shareholders of Salisbury

Date, Time and Place of the Special Meeting (Page 26)

Salisbury will hold its special meeting of shareholders at The Interlaken Inn, 74 Interlaken Road, Lakeville, CT 06039 on    , 2023, at    , local time.

Purpose of the Special Meeting (Page 26)

At the special meeting, you will be asked to vote on the following:

1.
the merger proposal;

2.
the compensation proposal; and

3.
the adjournment proposal, if necessary.

Recommendation of Salisbury Board of Directors (Page 26)

The Salisbury board of directors unanimously recommends that you vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Record Date; Outstanding Shares; Shares Entitled to Vote (Page 26)

Only holders of record of Salisbury common stock at the close of business on the record date of    , 2023 are entitled to notice of and to vote at the special meeting. As of the record date, there were     shares of Salisbury common stock outstanding, held of record by approximately     shareholders.

Quorum; Vote Required (Page 26)

A quorum of Salisbury shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of shares of Salisbury common stock entitled to vote are present in person or represented by proxy at the special meeting, a quorum will exist. Abstentions will be counted for purposes of determining whether a quorum is present.

Assuming a quorum is present at the Salisbury special meeting, the affirmative vote of a majority of the votes cast by all Salisbury shareholders entitled to vote at the special meeting is required to approve each of the merger proposal, the compensation proposal and the adjournment proposal. Abstentions and broker non-votes will have no effect on the merger proposal, compensation proposal or the adjournment proposal.

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Share Ownership of Management; Voting Agreements (Page 26)

As of the record date, the directors and executive officers of Salisbury collectively held     shares of Salisbury common stock, which represented approximately    % of the outstanding shares of Salisbury common stock.

Each of the directors and certain executive officers of Salisbury have entered into a voting agreement with NBT, requiring each of them to vote all shares of Salisbury common stock beneficially owned by such person in favor of approval of the merger agreement.

The Merger and the Merger Agreement

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the merger agreement carefully, and in its entirety, as it is the primary legal document that governs the proposed merger.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, Salisbury will merge with and into NBT, with NBT as the surviving entity. Immediately thereafter, Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving bank (the “bank merger”). Following the merger, Salisbury common stock will be delisted from NASDAQ, will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will cease to be publicly traded.

Structure of the Merger (Page 63)

In the proposed merger, (i) Salisbury will merge with and into NBT, with NBT as the surviving entity, and (ii) Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity. Shares of NBT will continue to trade on NASDAQ with the NASDAQ trading symbol “NBTB.” Upon completion of the merger, the separate existences of Salisbury and Salisbury Bank will terminate.

Consideration to be Received in the Merger (Page 64)

Upon completion of the merger, each outstanding share of Salisbury common stock will be converted into the right to receive 0.7450 shares of NBT common stock. No fractional shares of NBT common stock will be issued to any holder of Salisbury common stock upon completion of the merger. For each fractional share that would otherwise be issued, NBT will pay each shareholder cash (without interest) in an amount determined by multiplying the fractional share interest to which such shareholder would otherwise be entitled by the average of the closing sales prices of one share of NBT common stock on NASDAQ for the five trading days ending on the third business day immediately prior to the closing date, rounded to the nearest whole cent.

Treatment of Restricted Stock Awards and Performance-Based Restricted Stock Units (Page 64)

Restricted Stock Awards. Any vesting restrictions on each restricted share of Salisbury common stock subject to a substantial risk of forfeiture outstanding immediately prior to the effective time of the merger will automatically lapse and the net number of whole shares of Salisbury common stock (rounded down to the nearest whole share) determined in connection with such vesting (determined following the withholding of a number of shares necessary to satisfy applicable tax and other withholdings) will be treated as issued and outstanding shares of Salisbury common stock.

Performance-Based Restricted Stock Units. Each award of performance-based restricted stock units with respect to Salisbury common stock outstanding immediately prior to the effective time of the merger will become vested as to the number of shares that would vest based on the assumed achievement of the performance goals at the greater of the target level or actual achievement level (measured at the date of the merger), multiplied by a fraction, the numerator of which is the actual whole or partial months that have expired in the three-year performance period at the time of the merger and the denominator of which is 36.The net number of shares of Salisbury common stock deliverable with respect to such award (determined following the withholding of a number of shares necessary to satisfy applicable tax and other withholdings) will be treated as issued and outstanding shares of Salisbury common stock for purposes of the merger agreement.

Opinion of Janney Montgomery Scott LLC, Financial Advisor to Salisbury (Page 39)

Janney Montgomery Scott LLC (“Janney”) acted as financial advisor to Salisbury’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. As part of its engagement, representatives of Janney attended the meeting of the Salisbury

9

board of directors held on December 4, 2022, at which the Salisbury board of directors evaluated the proposed merger. At this meeting, Janney reviewed the financial aspects of the proposed merger and provided its opinion that, as of such date, the merger consideration was fair, from a financial point of view, to the shareholders of Salisbury. The full text of Janney’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 Janney in rendering its opinion. Holders of Salisbury common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed transaction.

Janney’s opinion was directed to the Salisbury board of directors in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Salisbury as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement. Janney’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Salisbury common stock and did not address the underlying business decision of Salisbury 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 Salisbury or the effect of any other transaction in which Salisbury might engage. See the section of this proxy statement/prospectus entitled “PROPOSAL 1—The Merger—Opinion of Janney Montgomery Scott LLC, Financial Advisor to Salisbury” beginning on page 39 for more information relating to Janney’s opinion.

Interests of Salisbury’s Directors and Executive Officers in the Merger (Page 49)

In considering the information contained in this proxy statement/prospectus, you should be aware that Salisbury’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Salisbury shareholders generally. The Salisbury board of directors was aware of these interests and considered them, among other things, in approving the merger. These interests include, among other things:

• accelerated vesting of restricted stock awards immediately prior to the effective time, with the net after-tax number of whole shares becoming issued and outstanding;

• vesting of outstanding performance-based restricted stock units based on the assumed achievement of the performance goals at the greater of the target level or actual achievement level (measured at the date of the merger), multiplied by a fraction, the numerator of which is the actual whole or partial months that have expired in the three-year performance period at the time of the merger and the denominator of which is 36, where the net number of shares of Salisbury common stock deliverable with respect to such award (determined following the withholding of a number of shares necessary to satisfy applicable tax and other withholdings) will be treated as issued and outstanding shares of Salisbury common stock for purposes of the merger agreement;

• cash payment equivalent to one-third of their normal grant in lieu of any 2023 equity incentive awards;

• vesting of non-qualified deferred compensation benefits under the Salisbury nonqualified deferred compensation plan if a participating executive officer has an involuntary termination without cause or terminates for good reason in connection with the merger, with vested amounts distributed in accordance with the plan terms;

• vesting of their interests in split dollar life insurance agreements;

• transaction bonuses paid to certain executives, including to two executive officers following the execution of the merger agreement;

• pro-rated 2023 annual bonus, in connection with or prior to the effective time of the merger;

• severance payments and continued medical, dental and life insurance benefits for a period of time (or a cash lump sum payment if such coverage cannot be provided) under current change in control agreements or severance agreements in the event of involuntary termination without cause or termination for good reason in connection with the merger, for each of Richard J. Cantele, Jr., Chief Executive Officer and President of Salisbury and Salisbury Bank, Peter Albero, Executive Vice President and Chief Financial Officer, John Davies President of the New York Region and Chief Lending Officer, Todd Rubino, Executive Vice President and Chief Commercial Lending Officer, Carla Balesano, Executive Vice President and Chief Credit Officer, Todd Clinton, Executive Vice President

10

and Chief Risk Officer, Steven Essex, Executive Vice President and Head of Salisbury Bank Wealth Advisory, Amy Raymond, Executive Vice President and Chief Retail Lending Officer and Stephen Scott, Executive Vice President and Chief Operating Officer;

• certain executive officers, including Richard J. Cantele, John Davies, Todd Rubino and Steven Essex, have been offered employment agreements with NBT providing base salary and other benefits, and to the extent that an officer accepts the employment agreement with NBT, the officer will not receive a payment under their change in control or severance agreement with Salisbury;

• continued indemnification and liability insurance coverage by NBT after the merger for acts or omissions occurring before the merger; and

• one seat on NBT’s board of directors for a current Salisbury director and one seat on NBT Bank’s board of directors for a current Salisbury director, with related compensation for such services.

See the section of this proxy statement/prospectus entitled “PROPOSAL 1—The Merger—Interests of Salisbury’s Directors and Executive Officers in the Merger” beginning on page 49 for a discussion of these interests.

Boards of Directors of NBT and NBT Bank After the Merger (Page 63)

At the effective time of the merger, each of NBT and NBT Bank, upon consultation with Salisbury, will designate one member of the Salisbury board of directors to serve as a member of their respective boards of directors. The designee must meet the qualifications for directors set forth in the bylaws of NBT and NBT Bank. The designee will serve on the NBT and NBT Bank boards of directors until the next annual meeting following his or her appointment, at which time he or she will be nominated for a one-year term.

No Solicitation of Alternative Transactions (Page 69)

The merger agreement restricts Salisbury’s ability to solicit or engage in discussions or negotiations with a third party regarding a proposal by such third party to acquire a significant interest in Salisbury. However, if Salisbury receives a bona fide, unsolicited written acquisition proposal from a third party that its board of directors believes in good faith is, or is reasonably likely to lead to, a proposal (i) on terms which the Salisbury board of directors determines in good faith, after consultation with its financial advisor, to be more favorable from a financial point of view to Salisbury shareholders than the transactions contemplated by the merger agreement, and (ii) that constitutes a transaction that, in the good faith judgment of the Salisbury board of directors, is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory and other aspects of such proposal, Salisbury may furnish non-public information to that third party and engage in negotiations regarding an acquisition proposal with that third party, subject to specified conditions in the merger agreement, if its board of directors determines in good faith, after consultation with its outside legal counsel, that such action would be required in order for directors of Salisbury to comply with their fiduciary duties under applicable law.

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Conditions to Completion of the Merger (Page 73)

As more fully described in this proxy statement/prospectus and the merger agreement, the completion of the merger depends on a number of conditions being satisfied or waived, including, but not limited to:

• shareholders of Salisbury having approved the merger agreement;

• NBT and Salisbury having obtained all regulatory approvals required to consummate the transactions contemplated by the merger agreement and all related statutory waiting periods having expired;

• the absence of any judgment, order, injunction or decree, or any statute, rule or regulation enacted, entered, promulgated or enforced, preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by the merger agreement;

• NBT and Salisbury having each received a legal opinion from their respective counsel regarding treatment of the merger as a “reorganization” for U.S. federal income tax purposes;

• the representations and warranties of each of NBT and Salisbury in the merger agreement being accurate, subject to exceptions that would not have a material adverse effect;

• NBT and Salisbury having each performed in all material respects all obligations required to be performed by it; and

• the shares of NBT common stock to be issued in the merger having been approved for listing on the NASDAQ Stock Market.

Termination of the Merger Agreement (Page 75)

NBT and Salisbury 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:

• any regulatory approval required for consummation of the merger and the other transactions contemplated by the merger agreement has been denied by final, nonappealable action of any regulatory authority, or an application for regulatory approval has been permanently withdrawn at the request of a governmental authority;

• the required approval of the merger agreement by the Salisbury shareholders is not obtained;

• the other party materially breaches any of its representations, warranties, covenants or other agreements set forth in the merger agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement), which breach is not cured within 30 days of written notice of the breach, or by its nature cannot be cured prior to the closing of the merger, and such breach would entitle the non-breaching party not to consummate the merger; or

• the merger is not consummated by October 31, 2023, unless the failure to consummate the merger by such date is due to a material breach of the merger agreement by the terminating party.

In addition, NBT may terminate the merger agreement if:

• Salisbury materially breaches the non-solicitation provisions in the merger agreement;

• the Salisbury board of directors:

• fails to recommend approval of the merger agreement, or withdraws, modifies or changes such recommendation in a manner adverse to NBT’s interests; or

• recommends, proposes or publicly announces its intention to recommend or propose to engage in an acquisition transaction with any person other than NBT or any of its subsidiaries; or

• Salisbury fails to call, give notice of, convene and hold its special meeting.

In addition, Salisbury may terminate the merger agreement if both:

• the volume-weighted average closing price per share of NBT common stock as reported on NASDAQ for the 10 consecutive trading days ending on (and including) the tenth day prior to the closing date of the merger (the “average closing price”) is less than the product of (x) the closing price of a share of

12

NBT common stock on NASDAQ (as reported by Bloomberg or, if not reported thereby, any other authoritative source) on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement (the “starting price”), multiplied by (y) 0.80; and

• the quotient obtained by dividing the average closing price by the starting price is less than (x) the difference obtained by subtracting 0.20 from (y) the quotient obtained by dividing (i) the closing index value of the NASDAQ Bank Index on the tenth day prior to the closing date of the merger divided by (ii) the closing index value of the NASDAQ Bank Index on the trading day immediately preceding the date of the first public announcement of entry into the merger agreement.

The closing price of NBT common stock on December 2, 2022, the last trading day preceding the first public announcement of the merger, was $46.27 per share. In order for the termination right described immediately above to be triggered, the average closing price of NBT common stock over the measurement period will need to be less than $37.02 per share and NBT common stock will need to have underperformed the NASDAQ Bank Index over the measurement period by at least 20%. If Salisbury exercises this termination right, NBT will have the option to increase the merger consideration by adjusting the exchange ratio or making cash payments to Salisbury shareholders such that the implied value of the merger consideration would be equivalent to the minimum implied value that would have avoided triggering the termination right described above. If NBT elects to increase the merger consideration pursuant to the preceding sentence, no termination will occur.

13

Termination Fee (Page 76)

Salisbury has agreed to pay NBT a termination fee of $8 million if:

• NBT terminates the merger agreement as a result of:

• Salisbury materially breaching the non-solicitation provisions in the merger agreement;

• Salisbury materially breaching the shareholder approval provisions in the merger agreement by failing to call, give notice of, convene and hold the Salisbury special meeting;

• the Salisbury board of directors:

○ failing to recommend approval of the merger agreement, or withdrawing, modifying or changing such recommendation in a manner adverse to NBT’s interests; or

○ recommending, proposing or publicly announcing its intention to recommend or propose to engage in an acquisition transaction with any person other than NBT or any of its subsidiaries; or

• Salisbury or Salisbury Bank enters into a definitive agreement relating to an acquisition proposal or consummates an acquisition proposal within 12 months following the termination of the merger agreement by NBT as a result of a willful breach of any representation, warranty, covenant or other agreement by Salisbury after an acquisition proposal has been publicly announced or otherwise made known to Salisbury.

Waiver or Amendment of Merger Agreement Provisions (Page 77)

Prior to the effective time of the merger, any provision of the merger agreement may be waived by the party benefited by the provision or amended or modified by a written agreement between NBT and Salisbury. However, after the Salisbury special meeting, no amendment will be made which by law requires further approval by the shareholders of Salisbury without obtaining such approval.

Material U.S. Federal Income Tax Consequences of the Merger (Page 59)

The merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, Salisbury shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the conversion of shares of Salisbury common stock into shares of NBT common stock, except that such holders will recognize gain (but not loss) to the extent such holders receive cash in lieu of any fractional share of NBT common stock that a Salisbury shareholder would otherwise be entitled to receive.

Salisbury shareholders are urged to read the discussion in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 59 and to consult their tax advisors for a full explanation of the tax consequences of the merger.

Regulatory Approvals Required for the Merger (Page 61)

Approval, or waiver of formal application and approval requirements, by the Federal Reserve Bank of New York (the “FRB”), the OCC and the CTDOB is required to consummate the merger. As of the date of this proxy statement/prospectus, NBT has not yet received any approvals or waivers from these regulators. While neither NBT nor Salisbury knows of any reason why the parties would not obtain the approvals or waivers in a timely manner, NBT and Salisbury cannot be certain when or if such required regulatory approvals or waivers will be obtained.

Accounting Treatment of the Merger (Page 62)

The merger will be accounted for using the acquisition method of accounting with NBT treated as the acquirer. Under this method of accounting, Salisbury’s assets and liabilities will be recorded by NBT at their respective fair values as of the closing date of the merger and added to those of NBT. Any excess of purchase price over the net fair values of Salisbury’s assets and liabilities will be recorded as goodwill. Any excess of the fair value of Salisbury’s net assets over the purchase price will be recognized as earnings by NBT on the closing date of the merger.

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Dissenters’ Rights (Page 62)

Salisbury shareholders are not entitled to appraisal or dissenters’ rights with respect to the merger.

Listing of NBT Common Stock to be Issued in the Merger (Page 62)

NBT common stock will continue to trade on NASDAQ under the trading symbol “NBTB.”

Differences Between Rights of NBT and Salisbury Shareholders (Page 80)

As a result of the merger, holders of Salisbury common stock will become holders of NBT common stock. Following the merger, Salisbury shareholders will have different rights as shareholders of NBT due to the different provisions of the governing documents of NBT and Salisbury. For additional information regarding the differences between the rights of shareholders of NBT and shareholders of Salisbury, see “Comparison of Shareholder Rights” beginning on page 80.

Risk Factors (Page 16)

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposal presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 16.

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RISK FACTORS

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 22 and the risk factors specific to NBT’s business that will also affect the combined company after the merger described in the sections entitled “Risk Factors” in NBT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in other documents incorporated by reference into this proxy statement/prospectus, you should carefully read and consider the following risk factors in deciding whether to vote for approval of the merger proposal.

Risks Related to the Merger

Because the number of shares of NBT common stock exchanged per share of Salisbury common stock is fixed and will not be adjusted in the event of any change in NBT’s share price, the value of the common stock issued by NBT and received by Salisbury shareholders may be higher or lower at the closing of the merger than when the merger agreement was executed.

Upon the consummation of the merger, each share of common stock of Salisbury will be converted into 0.7450 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 Salisbury 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:

• market reaction to the announcement of the merger;

• changes in NBT’s business, operations, assets, liabilities and prospects;

• changes in market assessments of the business, operations, financial position and prospects of NBT or the combined company;

• market assessments of the likelihood that the merger will be completed;

• interest rates, general market and economic conditions and other factors generally affecting the market price of NBT common stock;

• the actual or perceived impact of U.S. monetary policy;

• federal, state and local legislation, governmental regulation and legal developments in the business in which NBT operates; and

• other factors beyond NBT’s control, including those described or referred to elsewhere in this “Risk Factors” section.

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 Salisbury 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 Salisbury common stock is fixed, Salisbury shareholders cannot be sure of the market value of the consideration they will receive upon completion of the merger.

Shareholders may be unable to timely sell shares after completion of the merger.

There will be a time period between the completion of the merger and the time at which former Salisbury shareholders actually receive their shares of NBT common stock. Until shares are received, former Salisbury 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.

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The market price of NBT common stock may decline as a result of the merger and the market price of NBT common stock after the consummation of the merger may be affected by factors different from those affecting the price of NBT common stock or Salisbury common stock before the merger.

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 Salisbury 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 Salisbury 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 Salisbury 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 Salisbury, 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 89.

Both Salisbury and NBT shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined company.

The merger will dilute the ownership position of NBT shareholders and result in Salisbury shareholders having an ownership stake in the combined company. Upon completion of the merger, each Salisbury 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 Salisbury. It is expected that the former shareholders of Salisbury as a group will receive shares in the merger constituting approximately    % of the outstanding shares of NBT common stock immediately after the merger. Furthermore, because shares of NBT common stock will be issued to existing Salisbury shareholders, current NBT shareholders will have their ownership and voting interests diluted by approximately    %. Accordingly, both Salisbury 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.

After the merger is completed, Salisbury shareholders will become NBT shareholders and will have different rights that may be less advantageous than their current rights.

Upon completion of the merger, Salisbury shareholders will become NBT shareholders. Differences in Salisbury’s charter and bylaws and NBT’s charter and bylaws will result in changes to the rights of Salisbury shareholders who become NBT shareholders. For more information, see “Comparison of Shareholders Rights” beginning on page 80.

Salisbury will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, suppliers and customers may have an adverse effect on Salisbury. These uncertainties may impair Salisbury’s ability to attract, retain and motivate key personnel until the merger is completed and could cause customers, suppliers and others who deal with Salisbury to seek to change existing business relationships with Salisbury. Salisbury 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 Salisbury and, following the merger, NBT. In addition, the merger agreement requires that Salisbury operate in the ordinary

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course of business consistent with past practice and restricts Salisbury 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 Salisbury from retaining existing customers or pursuing attractive business opportunities that may arise prior to the completion of the merger.

The fairness opinion received by the board of directors of Salisbury from Janney prior to execution of the merger agreement does not reflect changes in circumstances subsequent to the date of the fairness opinion.

Janney, Salisbury’s financial advisor in connection with the proposed merger, delivered to the board of directors of Salisbury its opinion on December 4, 2022 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 Janney 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 Salisbury 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 Salisbury, 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 Salisbury.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions that must be fulfilled in order to complete the merger. Those conditions include, but are not limited to:

• approval of the merger agreement by Salisbury shareholders;

• receipt of required regulatory approvals;

• absence of orders prohibiting the completion of the merger;

• continued accuracy of the representations and warranties made by each of the parties and the performance by both parties of their respective covenants and agreements; and

• receipt by both parties of legal opinions from their respective tax counsels.

In addition, if both (i) the volume-weighted average closing price of NBT common stock over the ten consecutive trading days ending on the tenth day prior to the closing date of the merger is less than 80% of the closing price of NBT common stock on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement, and (ii) the ratio of (x) the volume-weighted average closing price of NBT common stock over the ten consecutive trading days ending on the tenth day prior to the closing date of the merger to (y) the closing price of NBT common stock on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement is more than 20% less than the comparable ratio for the NASDAQ Bank Index, Salisbury would have a right to terminate the merger agreement, unless NBT elects to increase the exchange ratio or make cash payments to Salisbury shareholders such that the implied value of the merger consideration would be equivalent to the minimum implied value that would have avoided triggering this termination right. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination” beginning on page 75 for a more complete discussion of the circumstances under which the merger agreement could be terminated.

If the merger is not consummated by October 31, 2023, NBT or Salisbury may terminate the merger agreement.

Either NBT or Salisbury may terminate the merger agreement under certain circumstances, including if the merger has not been consummated by October 31, 2023. However, this termination right will not be available to a party if the failure to consummate the transaction by such is due to a material breach of the merger agreement by the party seeking to terminate the merger agreement.

The merger is subject to a number of conditions, including the receipt of consents and approvals from governmental authorities, that may delay the merger or adversely impact NBT’s and Salisbury’s ability to complete the merger.

The completion of the merger is subject to the satisfaction or waiver of a number of conditions. Before the merger may be completed, various approvals, waivers or consents must be obtained from state and federal

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governmental authorities, including the FRB, the OCC and the CTDOB. 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 Salisbury 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 Salisbury shareholders would receive the consideration for the merger, if at all.

Failure to complete the merger could negatively impact the stock price of NBT and future businesses and financial results of NBT and Salisbury.

Completion of the merger is subject to the satisfaction or waiver of a number of conditions, including approval by Salisbury shareholders of the merger. NBT or Salisbury 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 Salisbury may be adversely affected, and NBT and Salisbury will be subject to several risks, including the following:

• Salisbury may be required, under certain circumstances, to pay NBT a termination fee of $8 million under the merger agreement;

• NBT and Salisbury could incur substantial costs relating to the proposed merger, such as legal, accounting, financial advisor, filing, printing and mailing fees;

• under the merger agreement, Salisbury is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies; and

• NBT’s and Salisbury’s management’s and employees’ attention may be diverted from their day-to-day business and operational matters as a result of efforts relating to the attempt to consummate the merger.

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

Risks Related to the Combined Company if the Merger is Completed

The integration of NBT and Salisbury will present significant challenges that may result in the combined business not operating as effectively as expected, or in the failure to achieve some or all of the anticipated benefits of the transaction.

The benefits and synergies expected to result from the proposed transaction will depend in part on whether the operations of Salisbury can be integrated in a timely and efficient manner with those of NBT. NBT will face challenges in consolidating its functions with those of Salisbury, and integrating the organizations, procedures and operations of the two businesses. The integration of NBT and Salisbury will be complex and time-consuming, and the management of both companies will have to dedicate substantial time and resources to

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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 Salisbury 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 Salisbury 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.

Unanticipated costs relating to the merger could reduce NBT’s future earnings per share.

NBT has incurred substantial legal, accounting, financial advisory and other 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 Salisbury, 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.

Estimates as to the future value of the combined company are inherently uncertain. You should not rely on such estimates without considering all of the information contained or incorporated by reference into this proxy statement/prospectus.

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 Salisbury’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 may not continue to pay dividends at or above the rate currently paid by NBT.

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 may not have enough cash to pay such dividends due to changes in its cash requirements, capital spending plans, cash flow or financial position;

• decisions on whether, when and in what amounts to make any future dividends will remain at all times entirely at the discretion of NBT’s board of directors, which reserves the right to change NBT’s dividend practices at any time and for any reason; and

• the amount of dividends that NBT’s subsidiaries may distribute to NBT may be subject to restrictions imposed by state law and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.

NBT shareholders will have no contractual or other legal right to dividends that have not been declared by NBT’s board of directors.

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COMPARATIVE MARKET PRICE DATA

NBT and Salisbury common stock are each listed and traded on NASDAQ under the symbol “NBTB” and “SAL,” respectively.

On    , 2023, the last practicable trading day prior to the date of this proxy statement/prospectus, there were     shares of NBT common stock outstanding and     shareholders of record. On   , 2023, the last practicable trading day prior to the date of this proxy statement/prospectus, there were     shares of Salisbury common stock outstanding and approximately     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 Salisbury common stock, as reported on NASDAQ, on December 2, 2022, the last full trading day prior to the public announcement of the proposed merger, and    , 2023, 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 Salisbury shareholders would receive for each share of their Salisbury common stock if the merger was completed on those dates:

	NBT Common Stock	Salisbury Common Stock	Equivalent Value Per Share of NBT Common Stock(1)
December 2, 2022	$46.27	$30.90	$34.47
, 2023	$	$	$

(1)
Calculated by multiplying the closing price of NBT common stock as of the specified date by the exchange ratio of 0.7450

The market value of the NBT common stock to be issued in exchange for shares of Salisbury common stock upon the completion of the merger will not be known at the time of the Salisbury special meeting. Salisbury shareholders are encouraged to obtain current market quotations for NBT common stock and Salisbury 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 89.

The holders of NBT common stock receive dividends as and when declared by NBT’s board of directors out of statutory surplus or from net profits. Following the completion of the merger, subject to approval and declaration by NBT’s 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 $1.20 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.

Salisbury currently pays regular quarterly dividends of $0.16 per share. Except for this allowance, the merger agreement does not permit Salisbury to pay cash dividends without NBT’s prior written consent.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

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 Salisbury, including future financial and operating results and performance; statements about NBT’s and Salisbury’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 Salisbury’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 Salisbury. 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 Salisbury, 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 Salisbury 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:

• the businesses of NBT and Salisbury may not be combined successfully, or such combination may take longer to accomplish than expected;

• the cost savings from the merger may not be fully realized or may take longer to realize than expected;

• operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected;

• governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;

• the shareholders of Salisbury may fail to approve the merger;

• the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

• diversion of management’s attention from ongoing business operations and opportunities;

• the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate Salisbury’s operations and those of NBT;

• such integration may be more difficult, time consuming or costly than expected;

• revenues following the proposed transaction may be lower than expected;

• NBT’s and Salisbury’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing;

• the dilution caused by NBT’s issuance of additional shares of its capital stock in connection with the proposed transaction;

• uncertainty and changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government;

• volatility and disruptions in global capital and credit markets;

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• legislative and regulatory changes; and

• uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on the global economy, on NBT, Salisbury and the proposed transaction.

Additional factors that could cause NBT’s and Salisbury’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 16, and NBT’s and Salisbury’s filings with the SEC, including NBT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Salisbury’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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 Salisbury 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 Salisbury 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.

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INFORMATION ABOUT THE COMPANIES

NBT Bancorp Inc.

NBT is a registered financial holding company incorporated in the State of Delaware with its principal headquarters located in Norwich, New York. 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 and NBT Holdings.

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 central and upstate New York, northeastern Pennsylvania, New Hampshire, Massachusetts, Vermont, Maine and 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 Bank, National Association

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

NBT Bank provides a broad range of financial products to individuals, corporations 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 operates 140 banking locations in New York, northeastern Pennsylvania, New Hampshire, Massachusetts, Vermont, Maine and Connecticut. NBT Bank has three operating subsidiaries, NBT Capital Corp., Broad Street Property Associates, Inc. and NBT Capital Management, Inc. 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. 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 September 30, 2022, NBT Bank had approximately $11.5 billion in assets and approximately $10.0 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.

Salisbury Bancorp, Inc.

Salisbury Bancorp is a Connecticut corporation and the holding company of Salisbury Bank. It is a financial holding company under the Bank Holding Company Act of 1956, as amended. Salisbury Bancorp is Salisbury Bank’s sole shareholder. Salisbury Bancorp has no material operations and conducts no business on its own other than owning Salisbury Bank.

Salisbury Bank and Trust Company

Salisbury Bank is a Connecticut-chartered bank headquartered in Lakeville, Connecticut, and it is not a member of the Federal Reserve System. It is subject to regulation by the CTDOB and the FDIC. Salisbury Bank was organized in 1848, and currently provides commercial banking, consumer financing, retail banking and trust and wealth advisory services through a network of 14 banking offices and 13 ATMs located in Litchfield County in Connecticut, Dutchess, Orange and Ulster Counties in New York and Berkshire County in Massachusetts.

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At September 30, 2022, Salisbury had approximately $1.5 billion in assets and approximately $1.3 billion in deposits.

Salisbury’s principal executive offices are located at 5 Bissell Street, Lakeville, Connecticut 06039, its phone number is (860) 435-9801 and its website is www.salisburybank.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

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THE SPECIAL MEETING OF SALISBURY SHAREHOLDERS

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

Date, Time and Place of the Special Meeting

Salisbury will hold its special meeting of shareholders at The Interlaken Inn, 74 Interlaken Road, Lakeville, CT 06039 on    , 2023, at    , local time.

Purpose of the Special Meeting

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

1.
the merger proposal;

2.
the compensation proposal; and

3.
the adjournment proposal, if necessary.

Recommendation of Salisbury Board of Directors

The Salisbury board of directors has unanimously approved the merger agreement and unanimously recommends that you vote your shares as follows:

• “FOR” the merger proposal;

• “FOR” the compensation proposal; and

• “FOR” the adjournment proposal, if necessary.

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of record of Salisbury common stock at the close of business on the record date of    , 2023, are entitled to notice of and to vote at the special meeting. As of the record date, there were     shares of Salisbury common stock outstanding, held of record by approximately     shareholders. Each holder of Salisbury common stock is entitled to one vote for each share of Salisbury common stock owned as of the record date.

A list of shareholders entitled to vote at the special meeting will be available for inspection at the special meeting and before the special meeting, during the period beginning two days after notice of the meeting is given and upon written request by any Salisbury shareholder.

Quorum; Vote Required

A quorum of Salisbury 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 Salisbury common stock entitled to vote are present in person 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 in person at 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 special meeting in person or represented by proxy may adjourn the special meeting to another date.

Assuming a quorum is present, the affirmative vote of a majority of the votes cast by all Salisbury shareholders entitled to vote at the special meeting is required to approve each of the merger proposal, the compensation proposal and the adjournment proposal.

For all proposals, abstentions are not shares “voting” at the special meeting and, therefore, will not affect the outcome of any of the proposals. Similarly, broker non-votes will have no effect on the merger proposal, the compensation proposal or the adjournment proposal.

Share Ownership of Management; Voting Agreements

As of the record date, the directors and executive officers of Salisbury and their affiliates collectively owned     shares of Salisbury common stock, which represented approximately     % of the outstanding shares of Salisbury common stock. Each of the directors and certain executive officers of Salisbury, solely in their

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capacity as a shareholder of Salisbury, has entered into a voting agreement with NBT requiring each of them to vote all shares of Salisbury common stock beneficially owned by such person in favor of the merger proposal. As of the record date, these directors and certain executive officers of Salisbury held     shares of Salisbury common stock, which represented approximately     % of the outstanding shares of Salisbury common stock.

When considering the Salisbury board of directors’ recommendation that you vote in favor of the merger proposal, you should be aware that the directors and executive officers of Salisbury have interests in the merger that may be different from, or in addition to, the interests of shareholders of Salisbury. See “PROPOSAL 1—The Merger — Interests of Salisbury’s Directors and Executive Officers in the Merger” beginning on page 49.

Voting of Proxies

If you are a Salisbury shareholder, the Salisbury board of directors requests that you return the proxy card accompanying this proxy statement/prospectus for use at the Salisbury 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 Morrow Sodali LLC, Salisbury’s proxy solicitor, at the address or telephone number listed below:

333 Ludlow Street

5^th Floor, South Tower

Stamford, CT 06902

(203) 658-9441

If you hold your shares of Salisbury common stock in “street name,” meaning in the name of a bank, broker, trustee or other nominee who is the record holder, you must either direct the record holder of your shares of Salisbury common stock how to vote your shares or obtain a proxy from the record holder to vote your shares in person at the special meeting.

If you fail to properly submit your proxy card or to instruct your broker, bank, trustee or other nominee to vote your shares of Salisbury common stock and you do not attend the special meeting and vote your shares in person, your shares will not be voted. This will have no effect on the merger proposal.

Participants in the ESOP

If you participate in the ESOP, you will receive a voting authorization form for the ESOP that reflects all shares of Salisbury allocated to your account that you may direct the trustee of the ESOP to vote on your behalf. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of Salisbury common stock allocated to the participant’s account. The ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all allocated shares for which it has received voting instructions in accordance with such instructions and will vote all shares for which a participant has marked the vote authorization form to “ABSTAIN” and all allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. The deadline for voting via Internet or by telephone for shares held or credited to a participant through the ESOP is 11:59 p.m. local time, on    , 2023.

How to Revoke Your Proxy

If you are a Salisbury 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:

• delivering a written notice bearing a date later than the date of your proxy card to the Secretary of Salisbury at the address listed below, stating that you revoke your proxy;

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• submitting a new signed proxy card bearing a later date (if you submitted your proxy by Internet or by telephone, you can vote again by Internet or telephone) (any earlier proxies will be revoked automatically); or

• attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.

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

Salisbury Bancorp, Inc.

5 Bissell Street

Lakeville, Connecticut 06039

(860) 435-9801

Attention: Shelly Humeston

Corporate Secretary

(860) 453-3432

If you hold your shares of Salisbury 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.

Voting in Person

If you are a Salisbury shareholder and plan to attend the Salisbury special meeting and wish to vote in person, you will be given a ballot at the special 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 vote at the special meeting, you must bring to the special meeting a legal proxy executed in your favor from the record holder of the shares (your broker, bank, trustee or other nominee) authorizing you to vote at the special meeting.

Whether or not you plan to attend the special meeting, Salisbury 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 in person at the special meeting but will assure that your vote is counted if you are unable to attend.

Abstentions and Broker Non-Votes

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 Salisbury 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 Salisbury 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 Salisbury special meeting. If your bank, broker, trustee or other nominee holds your shares of Salisbury common stock in “street name,” such entity will vote your shares of Salisbury 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. For all proposals, abstentions are not shares “voting” at the special meeting and, therefore, will not affect the outcome of any of the proposals.

Proxy Solicitation

If you are a Salisbury shareholder, the enclosed proxy is solicited by and on behalf of the Salisbury board of directors. Salisbury will pay the expenses of soliciting proxies to be voted at the special meeting, including any

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attorneys’ and accountants’ fees, except Salisbury 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, Salisbury 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 Salisbury for making these solicitations.

Salisbury has retained a proxy solicitation firm, Morrow Sodali LLC, to aid it in the solicitation process. Salisbury estimates it will pay Morrow Sodali LLC a fee of approximately $8,000 plus certain expenses and has agreed to indemnify Morrow Sodali LLC against certain losses. Salisbury intends to reimburse persons who hold Salisbury 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 Salisbury shareholders on or about    , 2023.

Stock Certificates and Book-Entry Shares

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

If your shares of Salisbury 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 Salisbury common stock held in book-entry form will automatically be exchanged for the merger consideration.

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PROPOSAL 1—THE MERGER

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.

General

On December 5, 2022, NBT, NBT Bank, Salisbury and Salisbury Bank entered into an Agreement and Plan of Merger (the “merger agreement”) pursuant to which (i) Salisbury will merge with and into NBT, with NBT as the surviving entity, and (ii) Salisbury Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity.

Upon completion of the merger, holders of Salisbury common stock (other than stock held by NBT or Salisbury) will receive 0.7450 shares of NBT common stock for each share of Salisbury common stock they own on the effective date of the merger. Salisbury 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 63, 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.

Background of the Merger

Throughout recent years, in conjunction with strategic planning, Salisbury’s board of directors has had numerous discussions with Salisbury’s management, industry analysts, and consultants regarding the future of the community banking industry, the appropriate size and scale of Salisbury and the challenges and opportunities available to Salisbury. Such discussions included various matters such as competition, risk, product enhancements and requirements, technology investments, succession planning and prospective valuation risks in the future.

In an effort to satisfy its duties to shareholders and provide for the continued prudent and profitable operation of Salisbury, the Salisbury board of directors regularly evaluated a range of strategic initiatives and annually engaged in a comprehensive strategic planning process, which included evaluation of business lines and opportunities for growth and the enhancement of earnings. In addition, in connection with the Salisbury board of directors’ strategic planning discussions, Salisbury’s President and Chief Executive Officer, Richard J. Cantele, Jr., routinely met with the leaders of other banking institutions in proximate markets regarding a wide range of topics, including opportunities to collaborate or to purchase loans or branches.

Mr. Cantele first met with John Watt, President and Chief Executive Officer of NBT, in 2017 and, since 2017, Mr. Cantele has had numerous conversations with the chief executive officers of various institutions relating to potential business opportunities or strategic transactions with Salisbury. Such discussions occasionally included high level consideration of the theoretical strategic and operational value of a combination, cultural alignment of the organizations and roles of employees, management and the board of directors, as well as the other constituencies of the respective institutions. Throughout these discussions, the Salisbury board of directors and the executive management team of Salisbury remained confident in Salisbury’s ability to operate independently and generate attractive returns to its investors while prudently delivering on its mission.

During the COVID-19 pandemic in 2020, the Salisbury board of directors and management continued to focus on Salisbury’s operations, including the health and safety of employees and providing support to its customers and local communities. Salisbury’s board of directors and senior management regularly considered Salisbury’s strategic direction and business objectives, including strategic growth opportunities, as part of the Salisbury board of directors’ ongoing efforts to enhance value for Salisbury’s shareholders. The Salisbury board of directors’ evaluations focused on, among other things, prospects and developments in the financial services industry, the regulatory environment, the economy generally and in Connecticut, Massachusetts and New York, where Salisbury Bank has branches, specifically, and the implications of developments for financial institutions generally. During this period, Salisbury regularly evaluated potential acquisition targets as a potential component of its growth strategy.

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Throughout 2020 and 2021 Mr. Cantele met with the chief executive officers of multiple banking institutions including several larger institutions, including NBT. During the meetings with Mr. Watt, Mr. Cantele discussed with Mr. Watt the parties’ respective institutions and the community banking market in general, among other things, but did not discuss the possibility of a strategic transaction involving Salisbury and NBT. In addition, Mr. Cantele met with representatives from several institutions of roughly comparable size to Salisbury and representatives from multiple institutions of a smaller size. During this time, Mr. Cantele provided regular updates to the Salisbury board of directors on his meetings with other bank executives.

During this period, the Salisbury board of directors continued to evaluate Salisbury’s ability to grow and discussed comparative implications of selling the franchise, remaining independent, seeking a strategic transaction or potential merger of equals or seeking to grow through additional acquisitions of smaller institutions or branches. At a meeting held on March 24, 2021, the Salisbury board of directors authorized Mr. Cantele to continue to evaluate potential strategic opportunities and report back to the Salisbury board so that it could evaluate all options.

In April 2021, Mr. Cantele had separate meetings with the presidents of three substantially larger financial institutions and discussed a variety of issues including the banking environment, approaches to growth and integration of acquisitions, balance sheet composition, profitability and culture. Included in these meetings was a meeting on April 28, 2021 with Mr. Watt. During this meeting, Mr. Watt expressed NBT’s interest in having future discussions regarding a potential strategic transaction if the Salisbury board of directors and Mr. Cantele had interest in pursuing a transaction.

Following this meeting, on May 26, 2021, Mr. Cantele met with Mr. Watt and Joseph Stagliano, head of retail banking at NBT, at which they discussed NBT’s banking operations and culture. This meeting was focused on relationship building and for NBT management to get better acquainted with Salisbury management, with no specific discussions regarding a strategic transaction taking place at this meeting.

On June 23, 2021, at a meeting of the Salisbury board of directors, as part of a periodic update to the Salisbury board, Updike provided the Salisbury board with a presentation regarding the directors’ fiduciary duties and responsibilities.

On July 8, 2021, Messrs. Watt and Stagliano met with Mr. Cantele and Peter Albero, Chief Financial Officer of Salisbury, at Salisbury’s headquarters for additional relationship building meetings.

At the July 21, 2021 meeting of the Salisbury board of directors, Mr. Cantele provided an update to the Salisbury board, including a discussion relative to strategy, technology, key management succession, talent acquisition, loan demand, excess liquidity, and the overall financial institution merger and acquisition environment.

On July 28, 2021, Messrs. Cantele and Albero met with Mr. Watt, Scott Kingsley, Chief Financial Officer of NBT, and Mr. Stagliano at NBT’s headquarters. During this meeting, Messrs. Watt, Kingsley and Stagliano and Ms. Burns provided Messrs. Cantele and Albero with a presentation regarding NBT’s culture and operations. The parties did not discuss a potential strategic transaction at this meeting.

Throughout July, August and September 2021, Mr. Cantele had discussions with presidents of several financial institutions regarding potential strategic affiliations and opportunities for collaboration. During this time, the Salisbury board of directors continued to consider a range of strategic initiatives.

On September 22, 2021, at a regular meeting of the Salisbury board of directors, as part of the Salisbury board’s review of Salisbury’s internal and external strategic growth opportunities, Mr. Cantele provided a report to the Salisbury board that included updates related to strategic planning, key management succession challenges, restructured commercial lending operations, talent needed to execute the strategic plan and the merger and acquisition environment. In addition, Mr. Cantele updated the Salisbury board of directors on his recent meetings with representatives of other financial institutions (potential upstream and potential downstream partners) to learn more about their operations, culture, and strategic objectives.

On October 26, 2021, Messrs. Cantele and Watt had a telephonic meeting during which they discussed the general state of the community banking industry and the market in general.

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On November 2, 2021, Messrs. Cantele and Watt met in Albany, New York. During this meeting, they discussed the potential benefits of a strategic transaction between NBT and Salisbury and how a strategic transaction might potentially be in the best interests of both companies. Mr. Watt expressed NBT’s interest in further discussions regarding a potential strategic transaction, if the Salisbury board of directors had an interest in pursuing such a transaction.

In November and December 2021, Mr. Cantele met multiple times with the president of a smaller community bank to discuss the potential benefits of a strategic transaction between Salisbury and such bank.

On December 8, 2021, at a regular meeting of the Salisbury board of directors, Mr. Cantele provided the Salisbury board of directors with an update on his discussions with NBT and the smaller community bank regarding a potential strategic transaction. During this meeting, the Salisbury board of directors expressed its confidence in the independent operation of Salisbury and the Salisbury board’s desire for Salisbury to grow organically and through acquisitions of smaller institutions and branches. In addition, the Salisbury board expressed its concerns regarding the increased uncertainties of attempting to execute a strategic transaction during the COVID pandemic.

In response to Mr. Cantele’s meetings with organizations of various sizes, the Salisbury board of directors continued to consider potential opportunities to grow or combine with various institutions. Throughout the remainder of 2021 and the first six months of 2022, the Salisbury board of directors and Salisbury’s executive management team remained confident that the most advisable strategy for Salisbury was to remain independent and to prudently grow organically complemented by the acquisition of small banks or branch offices. The Salisbury board of directors and management team remained confident of their ability to continue to deliver value for Salisbury’s shareholders and to successfully execute Salisbury’s mission statement.

Beginning in the early third quarter of 2022, Salisbury’s board of directors and management began to reevaluate Salisbury’s strategy in light of the challenges that were beginning to emerge, which could affect Salisbury’s growth opportunities in its current and proximate markets. Such challenges included, among other things, limited human capital resources, which made it more difficult to recruit and retain talent in the market area and further limited Salisbury’s ability to grow in these market areas. In addition, in assessing Salisbury’s strategy and its approach for the future, the Salisbury board of directors considered the continued uncertainty and changes in the general economic conditions, consolidation in the current and proximate markets and the limitations on Salisbury’s potential acquisition opportunities.

On July 20, 2022, the Salisbury board of directors held a regular meeting at which members of management and a representative of Janney were present. The representative of Janney discussed with the Salisbury board of directors the merger and acquisition market and many of the considerations that boards of directors of community banking institutions face in the strategic planning process, including operating challenges for community banks, community bank market conditions, succession planning, capital planning, forward looking growth, future profitability and achieving shareholder returns. The representative of Janney also provided the Salisbury board with a valuation update for recently completed community bank mergers, including an overview of sale valuation methodologies and a list of various institutions considered to be potential strategic transaction partners. A lengthy discussion among the directors followed regarding the strategic challenges and opportunities and the potential options available to Salisbury in light of its financial strength and profitability and its ability to continue to successfully serve its shareholders, customers and other constituencies.

On July 29, 2022, the Salisbury board of directors held a special meeting at which members of management and a representative of Janney were present. During the meeting, the Salisbury board of directors evaluated a range of strategic considerations. In addition, the representative of Janney provided a presentation to the Salisbury board regarding strategic alternatives and considerations. Following this presentation, the Salisbury board discussed with the representative of Janney the operating challenges for community banks, including succession planning, growth prospects, capital planning/needs, future profitability, ALCO positioning, and shareholder returns). In addition, the Salisbury board of directors discussed the merger market for community banks, valuations, potential acquirors for Salisbury and Janney’s preliminary estimates regarding such acquirors’ potential ability to pay based upon public information. The directors asked questions covering a range of factors. An extensive and lengthy discussion ensued, during which the directors and management shared their perspectives with respect to a wide range of strategic considerations. Following this discussion, the Salisbury board of directors directed Salisbury management to speak with Updike and Janney and schedule a meeting with

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the board to discuss the Salisbury board’s duties and responsibilities in connection with the Salisbury board’s continuing consideration of a potential business combination transaction, as well as other strategic alternatives, the next steps and various alternatives for an exploratory process with respect to a strategic transaction and the potential risks and benefits should the Salisbury board determine that it would be in the best interests of Salisbury and its shareholders to further explore such strategic alternatives.

On August 18, 2022, the Salisbury board of directors held a special meeting at which members of management and representatives of Updike and Janney were present. During this meeting, the Salisbury board of directors discussed its strategic planning process and considered whether it may be in the best interest of Salisbury and its shareholders to explore the potential for business combination transaction with an appropriate larger institution. At the meeting, Updike advised the Salisbury board of directors with regard to the directors’ fiduciary duties and the importance of making informed and well-documented decisions. After discussing the continuing challenges of Salisbury remaining an independent organization due to, among other things, the challenges of recruiting and retaining talent for the future sustainability and growth of Salisbury, the Salisbury board discussed with management and the representative of Janney the process to become better informed regarding potential business combination opportunities and to explore how a business combination transaction with a suitable larger institution could potentially be beneficial to Salisbury, its shareholders and other constituencies. The Salisbury board then discussed with members of management and the representative of Janney the operating challenges facing Salisbury and the community banking industry, including succession planning, growth opportunities and challenges (both organic and by acquisition), capital planning to address future needs and uses of capital, short and long-term profitability, asset and liability management and funding, maintaining asset quality while pursuing growth and the challenges of sustaining and growing total returns for Salisbury’s shareholders. Updike and the Salisbury board of directors discussed factors and constituencies that the Salisbury board should consider during this process. The representative from Janney then reviewed and discussed with the Salisbury board of directors various potential strategic initiatives. The Salisbury board of directors asked questions regarding the risks and benefits of further exploring a potential strategic transaction as well as the risks and benefits of operating independently. The representative of Janney also discussed a number of potential business combinations and their respective strengths, and the Salisbury board discussed comparisons among such institutions, including the culture of each institution and the pro forma footprint following a transaction with such partners. Updike then reminded the Salisbury board of the importance of confidentiality and discussed a draft form of confidentiality agreement. Following a discussion during which the Salisbury board of directors asked questions of the representatives of Janney and Updike, the Salisbury board of directors authorized and directed Mr. Cantele and Janney to contact five specific institutions that appeared to be potentially attractive business combination partners based upon their performance, location and the strength of their stock consideration, to determine their level of interest in a potential business combination transaction with Salisbury. Pursuant to this direction, the five institutions were contacted.

On August 20, 2022, Mr. Cantele spoke with Mr. Watt via telephone to discuss NBT’s interest in a potential strategic transaction with Salisbury. During the meeting, Mr. Watt indicated NBT was willing to execute a confidentiality agreement and to commence a due diligence review of Salisbury in connection with a potential strategic transaction.

On September 8, 2022, Mr. Cantele met with Mr. Watt in Albany. During this meeting, Mr. Cantele indicated that the Salisbury board of directors authorized him to discuss NBT’s interest in exploring a possible strategic transaction with Salisbury, as Salisbury was exploring its strategic options, including remaining independent. Mr. Watt expressed that he had an interest in discussing the opportunity further. Following this meeting, on September 12, 2022, NBT executed a confidentiality agreement with Salisbury.

On September 13, 2022, another institution (“Institution B”) entered into a confidentiality agreement with Salisbury. This confidentiality agreement included a twelve (12) – month standstill provision as well as a fallaway provision. The three other institutions contacted by Mr. Cantele indicated that they were not interested in exploring a strategic transaction with Salisbury at that time.

On September 27, 2022, NBT delivered a non-binding letter of intent to Salisbury, which indicated a purchase price of between $33.00 and $35.00 per share to acquire 100% of the issued and outstanding shares of common stock of Salisbury in a transaction with 90% to 100% stock consideration and at an exchange ratio to be determined closer to execution of the definitive agreement.

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On or about October 4, 2022, Institution B indicated that while it was interested in a strategic transaction with Salisbury, it was unable to devote the necessary time and resource at that time to explore such a transaction and, therefore, Institution B did not submit a proposal for a strategic transaction with Salisbury.

On October 13, 2022, the Salisbury board of directors held a special meeting at which members of management and representatives of Janney and Updike were present. During the meeting, Updike and Janney provided an update to the Salisbury board of directors on the strategic transaction process and had a lengthy discussion with the Salisbury board regarding strategic planning and a potential strategic transaction. The Salisbury board of directors then again evaluated the value and prospect of Salisbury remaining independent. Following such review and discussion, the Salisbury board of directors determined that it would be in the best interests of Salisbury and its shareholders to continue to explore the potential benefits and risks of strategic transaction, and authorized management to communicate with representatives of NBT regarding Salisbury’s interest in a potential transaction and to conduct preliminary due diligence with respect to such a transaction.

In mid-October 2022, NBT commenced its due diligence review of Salisbury and Salisbury commenced its reverse due diligence review of NBT, with the authorized officers, employees, advisors and consultants of NBT and Salisbury being given access to secure virtual data rooms.

On November 9, 2022, Hogan Lovells delivered the first draft of the merger agreement to Updike.

On November 16, 2022, a conference call was held among representatives of Hogan Lovells and Updike to discuss open issues in the draft merger agreement, including the termination fee to be paid by Salisbury in the event the merger agreement is terminated under certain circumstances and the form of consideration to be paid to Salisbury’s shareholders in the merger.

Also on November 16, 2022, Hogan Lovells delivered drafts of the voting agreement and plan of bank merger to Updike.

On November 18, 2022, a conference call was held among representatives of Hogan Lovells and Updike to discuss the treatment of Salisbury equity awards in the merger.

On November 21, 2022, a representative of Janney met telephonically with Mr. Kingsley to discuss the purchase price for the proposed transaction. During this call, Mr. Kingsley indicated that NBT was willing to pay $34.00 per share in an all-stock transaction.

On November 22, 2022, the Salisbury board of directors held a meeting at which time members of management and representatives of Janney and Updike were present. During this meeting, Salisbury’s management and Updike and Janney updated the Salisbury board of directors regarding the status of negotiations with NBT, the results of Salisbury’s preliminary due diligence review of NBT, pricing structure considerations, market activity and open issues in the transaction documents. The Salisbury board of directors also reviewed the substantive terms of the draft merger agreement, plan of bank merger and voting agreement circulated by Hogan Lovells. The Salisbury board also reviewed and discussed the purchase price and proposed form of consideration and noted that the transaction will be tax deferred for Salisbury’s shareholders, which will maximize options for the shareholders. In addition, an all-stock transaction would result in an increase in the dividend to Salisbury’s shareholders. Following this discussion, the Salisbury board of directors reviewed the engagement letter between Salisbury and Janney, approved the engagement of Janney as Salisbury’s financial advisor for the transaction and authorized Salisbury management to execute the Janney engagement letter. Representatives of Janney and Salisbury then signed the engagement letter. At this meeting the Salisbury board of directors reviewed the engagement letter of Updike, approved the engagement of Updike as its legal advisor for the transaction and authorized Salisbury management to execute the Updike engagement letter. The Salisbury board then instructed the representative of Janney to go back to NBT and request an increase in the purchase price to $35.00 per share.

On November 23, 2022, a conference call was held among representatives of Hogan Lovells and Updike to discuss open issues in the draft merger agreement. Following this conference call, on November 23, 2022, Updike delivered a revised draft of the merger agreement to Hogan Lovells.

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On November 29, 2022, Mr. Kingsley of NBT telephoned the Janney representative and informed him that NBT had agreed to increase the purchase price to $35.00 per share in an all-stock transaction. The increased purchase price indicated an exchange ratio of 0.7450 shares of NBT common stock per share of Salisbury common stock based on NBT’s 10-day volume-weighted average price on Nasdaq of $46.98 as of the close of market on November 29, 2022.

On November 30, 2022, the Salisbury board of directors held a special meeting at which members of management and representatives of Janney and Updike were present. During this meeting representatives of Janney and Updike discussed with the Salisbury board the potential strategic transaction with NBT and the status of negotiations. Representatives of Janney and Updike then provided the Salisbury board of directors with an overview of NBT’s proposal and updated the Salisbury board regarding the increase in the per share purchase price. The Salisbury board of directors then discussed the impact of pricing and NBT’s 52-week range stock price and analyst price targets for NBT’s common stock. A representative of Janney then presented and discussed with the Salisbury board of directors Janney’s preliminary financial analyses with respect to the potential transaction and provided the Salisbury board of director with certain metrics and factors for the Salisbury board to consider in determining whether the proposed transaction was in the best interests of Salisbury’s shareholders. The Salisbury board of directors then reviewed market activity since October 1, 2022, the risks, challenges and merits of Salisbury remaining independent, comparable transaction pricing, the financial profile of NBT and pro forma metrics with respect to the potential combination. Representatives of Updike and members of Salisbury management then updated the Salisbury board of directors regarding the status of the reverse due diligence review of NBT and noted that the proposed merger agreement, plan of bank merger agreement and voting agreement were in near final form. The Salisbury board of directors then reviewed the terms of the drafts of the agreements and discussed open items and comments, and asked questions of management and the representatives of Janney and Updike.

On December 1, 2022, members of Salisbury management and representatives of Janney and Updike conducted a conference call with members of NBT management and representatives of Hogan Lovells and Piper Sandler & Co., NBT’s financial advisor for the transaction. During this call, the parties discussed reverse due diligence matters and open items in the merger agreement. Later on December 1, 2022, Updike and Hogan Lovells exchanged revised drafts of merger agreement, which included the addition of the exchange ratio of 0.7450 shares of NBT common stock per share of Salisbury common stock.

Between December 1, 2022 and December 4, 2022, Updike 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.

On December 4, 2022, the Salisbury board of directors held a special meeting at which members of management and representatives of Janney and Updike were present. to review the definitive merger agreement and ancillary documents. At such meeting a representative of Updike reviewed with the Salisbury board of directors the structure and terms of the transaction and responded to questions and concerns of the Salisbury directors. Following this discussion, a representative of Janney discussed with the Salisbury board of directors Janney’s financial analyses regarding the proposed transaction. A representative of Janney then delivered to the Salisbury board of directors Janney’s oral opinion, which oral opinion was subsequently confirmed in writing by delivery of Janney’s written opinion dated the same date, to the effect that, as of the date of the opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Janney in preparing its opinion, the merger consideration was fair, from a financial point of view, to the holders of Salisbury common stock. Additionally, the Salisbury board of directors discussed compensation matters relating to certain executives and reviewed and discussed the proposed terms of employment of certain officers and employees with NBT following consummation of the transaction.

Following this discussion, each individual Salisbury director reviewed the voting agreement and each, acting in his or her individual capacity as a shareholder, agreed to execute and comply with the terms of such agreement. The Salisbury board of directors then held a vigorous discussion of matters related to the transaction and considered how the transaction will impact Salisbury’s constituencies and the benefits and risks to those constituencies.

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Following such discussions, the Salisbury board of directors unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Salisbury and its shareholders, declared the merger agreement advisable and approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger.

On December 5, 2022, NBT and Salisbury executed the merger agreement and NBT entered into voting agreements with each of the directors of Salisbury, Mr. Albero and John Davies, President of the New York Region and Chief Lending Officer of Salisbury Bank.

Salisbury’s Reasons for the Merger

After careful consideration, the Salisbury board of directors, at a special meeting held on December 4, 2022, after considering the effects on Salisbury, Salisbury Bank, and all of their constituencies, including, but not limited to, their shareholders, employees, customers and communities served, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Salisbury and its shareholders, (ii) declared the merger agreement advisable and (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the Salisbury board of directors unanimously recommends that the Salisbury shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

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

• the challenges and risks associated with the recruitment and retention of key executives necessary to fill anticipated vacancies created by retirements in a short-term time horizon. In addition to key operational vacancies, it was anticipated that Salisbury would require recruitment of critical commercial lending personnel particularly in the Hudson Valley markets within the next one to three years;

• management’s evaluation of its growth prospects and the increasing need for investment in technology, regulatory compliance, and fraud mitigation strategies, and their impact on future earnings;

• the ability to generate meaningful revenue increases given Salisbury’s markets, staffing, and lack of diversified revenue streams;

• its belief that the two companies’ corporate cultures are similar and compatible, which would facilitate integration and implementation of the transaction;

• the lack of acquisition opportunities as they apply to whole banks or bank branches;

• the fact that the implied value of the merger consideration based on the closing price of NBT common stock as of December 2, 2022 of $34.47 for each share of Salisbury common stock represented an 11.55% premium over the closing price of Salisbury common stock on December 2, 2022 (the last trading day prior to the board meeting to approve the merger);

• each of Salisbury’s and NBT’s business, operations, financial condition, stock performance, asset quality, earnings and prospects. In reviewing these factors, including the information obtained through due diligence, the Salisbury board of directors considered that NBT’s and Salisbury’s respective business, operations and risk profile complement each other and that the companies’ separate earnings and prospects, and the synergies and scale potentially available in the proposed transaction, create the opportunity for the combined company to leverage complementary and diversified revenue streams and to have superior future earnings and prospects compared to Salisbury’s earnings and prospects on a stand-alone basis;

• national and local economic conditions, particularly the uncertainty as to future economic conditions given the recent rise in market interest rates, expected future increases in market interest rates, growing inflation expectations, and other factors, and the expected effect of these conditions on Salisbury’s financial condition, earnings, and prospects, as well as the stock prices of financial institutions, including Salisbury;

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• the fact that, upon the closing, the combined company’s and the combined bank’s boards of directors will include one legacy Salisbury director, which the Salisbury board of directors believes enhances the likelihood that the strategic benefits Salisbury expects to achieve as a result of the merger will be realized;

• the fact that, upon the closing, Richard J. Cantele, Jr., currently the President and Chief Executive Officer of Salisbury, will be employed as a member of the executive management team and an officer of NBT and NBT Bank, which the Salisbury board of directors believes enhances the likelihood that the strategic benefits Salisbury expects to achieve as a result of the merger will be realized;

• its knowledge of the current regulatory and competitive environment in the financial services industry, including increasing operating costs resulting from regulatory, technology and compliance mandates, increasing competition from both banks and non-bank financial and financial technology firms and the likely effects of these factors on Salisbury’s and the combined company’s potential growth, development, productivity and strategic options;

• its views with respect to other strategic alternatives potentially available to Salisbury, including continuing as a stand-alone company and a transaction with another potential acquiror or merger partner, and its belief that a transaction with another transaction partner would not deliver the financial and operational benefits that could be achieved in the proposed merger with NBT;

• the fact that 100% of the merger consideration will be in NBT common stock, which offers Salisbury shareholders the opportunity to participate as shareholders of NBT in the future earnings and performance of the combined company;

• the anticipated pro forma financial impact of the merger on the combined company, including earnings, earnings per share accretion, dividends, return on equity, tangible book value, asset quality, operational efficiency, liquidity and regulatory capital levels;

• the complementary nature of Salisbury’s and NBT’s businesses and prospects given the markets they serve and products they offer, and the expectation that the transaction would provide economies of scale, cost savings opportunities and enhanced opportunities for growth;

• Salisbury’s and NBT’s shared views regarding the best approach to combining and integrating the two companies, structured to maximize the potential for synergies and positive impact to local communities and minimize the loss of customers and employees and to further diversify the combined company’s operating risk profile compared to the risk profile of either company on a stand-alone basis;

• its review and discussions with Salisbury’s management concerning Salisbury’s due diligence examination of the operations, financial condition and regulatory compliance programs and prospects of NBT;

• the expectation that the required regulatory approvals could be obtained in a timely fashion;

• the Salisbury board of directors’ understanding that the merger will qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code and that, as a result, Salisbury’s shareholders will not recognize gain or loss with respect to their receipt of NBT common stock in the merger;

• the fact that the exchange ratio would be fixed, which the Salisbury board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

• the historical performance of NBT common stock, NBT’s greater market capitalization and the fact that NBT has historically paid a quarterly cash dividend to its shareholders;

• the fact that Salisbury’s common shareholders will have an opportunity to vote on the approval of the merger agreement and the merger;

• the impact of the merger on Salisbury’s employees, including the compensation and employee benefits agreed to be provided by NBT pursuant to the merger agreement;

• the opinion of Janney to the Salisbury board of directors, which was dated December 4, 2022, as to the fairness, from a financial point of view, and as of the date of the opinion and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review

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undertaken by Janney in rendering its opinion, to the holders of Salisbury common stock of the merger consideration in the proposed merger. See “The Merger—Opinion of Janney Montgomery Scott LLC, Financial Advisor to Salisbury” beginning on page 39; and

• the Salisbury board of directors’ review with its independent legal advisor, Updike, Kelly & Spellacy, P.C. (“Updike”), of the material terms of the merger agreement, including (i) the board’s ability, under certain circumstances, to consider an unsolicited acquisition proposal, subject to the required payment by Salisbury of a termination fee to NBT, which the Salisbury board of directors concluded was reasonable in the context of termination fees in comparable transactions and in light of the overall terms of the merger agreement, and (ii) the board’s ability to terminate the merger agreement if NBT’s common stock declined by 20% during a measurement period prior to the closing and underperformed the NASDAQ Bank Index by 20% during a measurement period prior to the closing, as well as the nature of the covenants, representations and warranties and termination provisions in the merger agreement.

The Salisbury board of directors also considered potential risks relating to the transaction but concluded that the anticipated benefits of combining with NBT were likely to outweigh these risks. These potential risks include:

• the possible diversion of management attention and resources from other strategic opportunities and operational matters while working to implement the transaction and integrate the two companies;

• the risk of losing key Salisbury employees during the pendency of the merger and thereafter;

• the risk that the consideration to be received by Salisbury shareholders could be adversely affected by a decrease in the trading price of NBT common stock during the pendency of the merger;

• the restrictions on the conduct of Salisbury’s business during the period between execution of the merger agreement and the consummation of the merger, which could potentially delay or prevent Salisbury from undertaking business opportunities that might arise or certain other actions it might otherwise take with respect to its operations absent the pendency of the merger;

• the potential effect of the merger on Salisbury’s overall business, including its relationships with customers, employees, suppliers and regulators;

• the possibility of encountering difficulties in achieving cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;

• certain anticipated merger-related costs, which could also be higher than expected;

• the regulatory and other approvals required in connection with the merger and the bank merger and the risk that such regulatory approvals will not be received or will not be received in a timely manner or may impose burdensome or unacceptable conditions;

• the fact that: (i) Salisbury would be prohibited from affirmatively soliciting acquisition proposals after execution of the merger agreement; and (ii) Salisbury would be obligated to pay to NBT a termination fee of $8 million if the merger agreement is terminated under certain circumstances, which may discourage other parties potentially interested in a strategic transaction with Salisbury from pursuing such a transaction;

• the potential for legal claims challenging the merger;

• the fact that Salisbury shareholders would not be entitled to appraisal or dissenters’ rights in connection with the merger;

• the risk that the merger may not be completed despite the combined efforts of Salisbury and NBT or that completion may be unduly delayed, including as a result of delays in obtaining the required regulatory approvals; and

• the other risks described under the sections entitled “Risk Factors” and “Information Regarding Forward-Looking Statements” beginning on pages 16 and 22, respectively.

The foregoing discussion of the information and factors considered by the Salisbury board of directors is not intended to be exhaustive but includes the material factors considered by the Salisbury board of directors. In view of the wide variety of factors considered by the Salisbury board of directors in connection with its

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evaluation of the merger and the complexity of these matters, the Salisbury board of directors did not attempt to quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Furthermore, in considering the factors described above, individual members of the Salisbury board of directors may have given different weights to different factors. The Salisbury board of directors evaluated the factors described above and reached the decision that the merger was in the best interests of Salisbury and its shareholders. The Salisbury board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above.

For the reasons set forth above, the Salisbury board of directors determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Salisbury and its shareholders and approved the merger agreement and the transactions contemplated thereby, including the merger.

In considering the recommendation of the Salisbury board of directors, you should be aware that certain directors and executive officers of Salisbury may have interests in the merger that are different from, or in addition to, interests of shareholders of Salisbury generally and may create potential conflicts of interest. The Salisbury board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement and the transactions contemplated thereby, including the merger, and in recommending to Salisbury’s shareholders that they vote in favor of the merger proposal. See “PROPOSAL 1—The Merger—Interests of Salisbury Directors and Executive Officers in the Merger” beginning on page 49.

It should be noted that this explanation of the Salisbury board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Information Regarding Forward-Looking Statements” beginning on page 22.

For the reasons set forth above, the Salisbury board of directors unanimously recommends that the holders of Salisbury common stock vote “FOR” the merger proposal and “FOR” the other proposals to be considered at the Salisbury special meeting.

Vote Required for Approval

The affirmative vote of a majority of votes cast by all the Salisbury shareholders entitled to vote at the special meeting is required to approve the merger proposal. Abstentions are not shares “voting” at the special meeting and therefore will not affect the outcome of this proposal.

Recommendation of the Salisbury Board of Directors

THE SALISBURY BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE MERGER PROPOSAL.

Opinion of Janney Montgomery Scott, Financial Advisor to Salisbury

Janney was engaged by the board of directors of Salisbury by letter dated November 16, 2022, to act as financial advisor and to render a fairness opinion for the board of directors of Salisbury in connection with a potential business combination with NBT. Janney delivered to the board of directors of Salisbury its opinion dated December 4, 2022, that, based upon and subject to the various considerations set forth in its written opinion, the merger consideration to be received by the shareholders of Salisbury from NBT is fair to the shareholders of Salisbury from a financial point of view. In requesting Janney’s advice and opinion, no limitations were imposed by Salisbury with respect to the investigations made or procedures followed by it in rendering its opinion. The full text of the opinion of Janney, which describes the procedures followed, assumptions made, matters considered and limitations on the review undertaken, are attached hereto as Annex B. Shareholders of Salisbury should read this opinion in its entirety. Janney’s opinion speaks only as of December 4, 2022.

Janney is a nationally recognized investment banking firm and, as part of its investment banking business, it values financial institutions in connection with mergers and acquisitions, private placements and for other purposes. As a specialist in securities of financial institutions, Janney has experience in, and knowledge of, banks, thrifts and bank and thrift holding companies. Salisbury’s board of directors selected Janney to render a fairness opinion in connection with the merger on the basis of the firm’s reputation and expertise in transactions such as the merger.

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Janney has received a fee from Salisbury for rendering a written opinion to the board of directors of Salisbury as to the fairness, from a financial point of view, of the merger to shareholders of Salisbury. Further, Salisbury has agreed to indemnify Janney against any claims or liabilities arising out of Janney’s engagement by Salisbury. The opinion has been reviewed by Janney’s compliance officer and fairness committee consistent and with internal policy. Janney has not provided financial services and has not received compensation from Salisbury during the prior two years.

The following is a summary of the analyses performed by Janney in connection with its fairness opinion. Certain analyses were confirmed in a presentation to the board of directors of Salisbury by Janney. The summary set forth below does not purport to be a complete description of either the analyses performed by Janney in rendering its opinion or the presentation delivered by Janney to the board of directors of Salisbury, but it does summarize all of the material analyses performed and presented by Janney.

The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances. In arriving at its opinion, Janney did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Janney may have given various analyses more or less weight than other analyses. Accordingly, Janney believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, without considering all factors, could create an incomplete view of the process underlying the analyses set forth in its report to the board of directors of Salisbury and its fairness opinion.

In performing its analyses, Janney made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Salisbury or NBT. The analyses performed by Janney are not necessarily indicative of actual value or actual future results, which may be significantly more or less favorable than suggested by such analyses. Such analyses were prepared solely as part of Janney’s analysis of the fairness of the merger consideration, from a financial point of view, to Salisbury shareholders. The analyses do not purport to be an appraisal or to reflect the prices at which a company might actually be sold or the prices at which any securities may trade at the present time or at any time in the future. Janney’s opinion does not address the relative merits of the merger as compared to any other business combination in which Salisbury might engage. In addition, as described above, Janney’s opinion was one of many factors taken into consideration by the board of directors of Salisbury in making its determination to approve the merger agreement.

During the course of its engagement and as a basis for arriving at its opinion, Janney reviewed and analyzed material bearing upon financial and operating conditions of Salisbury and NBT and material prepared in connection with the merger, including, among other things, the following:

• a draft of the merger agreement, dated December 1, 2022;

• certain publicly available financial statements and other historical financial information of NBT and NBT Bank, both audited and unaudited, that Janney deemed relevant, including reports filed by NBT with the SEC, the FDIC and the Federal Reserve Board;

• certain publicly available financial statements and other historical financial information of Salisbury and its banking subsidiary Salisbury Bank, both audited and unaudited, that Janney deemed relevant, including reports filed by Salisbury with the SEC, the FDIC and the Federal Reserve Board;

• certain internal financial projections for Salisbury for the years ending December 31, 2022 through December 31, 2025, with reliance upon assumptions concerning Salisbury provided by management of Salisbury, as well as an estimated long-term net income growth rate for the years ending December 31, 2026 through December 31, 2028;

• research analyst estimates for NBT for the years ending December 31, 2022 through December 31, 2024, as well as an estimated long-term annual net income growth rate for the years ending December 31, 2025 through December 31, 2028;

• the pro forma financial impact of the merger on NBT based on certain assumptions related to transaction expenses, cost savings, and purchase accounting adjustments, as provided by senior management and representatives of NBT;

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• the publicly reported price, valuation and historical trading activity for Salisbury common stock and NBT common stock and certain stock indices, as well as similar publicly available information for certain other publicly traded companies;

• a comparison of certain market and financial information for Salisbury and NBT with similar financial institutions for which information is publicly available;

• the financial terms of certain recent business combinations in the bank and thrift industry on a nationwide and a regional basis, to the extent publicly available; and

• such other information, financial studies, analyses and investigations and financial, economic and market criteria as Janney considered relevant.

Janney also took into account its assessment of general economic, market and financial conditions and its experience in other transactions as well as its knowledge of the banking industry and its general experience in securities valuation.

In arriving at its opinion, Janney has assumed, without independent verification, the accuracy and completeness of the financial and other information and representations contained in the materials provided to it by Salisbury and NBT and in the discussions with Salisbury’s and NBT respective management teams. Janney has not independently verified the accuracy or completeness of any such information. Janney has further relied upon the assurances of the management of Salisbury and NBT that the financial information provided has been prepared on a reasonable basis in accordance with industry practice, and that they are not aware of any information or facts that would make any information provided to Janney incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of its analyses and its opinion, Janney has assumed that, with respect to financial forecasts, estimates and other forward-looking information reviewed by it, that such information has been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of Salisbury and NBT (as the case may be) as to the expected future results of operations and financial condition of Salisbury and NBT and the other matters covered thereby.

Janney has also assumed that the financial estimates and estimates and allowances regarding under-performing and nonperforming assets and net charge-offs have been reasonably prepared on a basis reflecting the best currently available information, judgments and estimates of Salisbury and NBT and that such estimates will be realized in the amounts and at the times contemplated thereby. Janney is not an expert in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for losses with respect thereto and has assumed and relied upon management’s estimates and projections. Janney was not retained to and did not conduct a physical inspection of any of the properties or facilities of Salisbury or NBT or their respective subsidiaries. In addition, Janney has not reviewed individual credit files nor has it made an independent evaluation or appraisal of the assets and liabilities of Salisbury or NBT or any of their respective subsidiaries, and Janney was not furnished with any such evaluations or appraisals.

Summary of Proposed Merger Consideration and Implied Transaction Metrics

Janney reviewed the financial terms of the proposed transaction using an exchange ratio of 0.7450 shares of NBT common stock for each share of Salisbury common stock, based upon the NBT’s 10-day volume weighted average price as of November 29, 2022, of $46.98, and the closing price of Salisbury common stock on December 2, 2022, of $30.90. Janney calculated an aggregate implied transaction value of approximately $203.9 million, or a transaction price per share of $35.00 and a pro forma dividend equivalent of $0.89 per share. Based upon financial information for Salisbury as or for the last twelve months (“LTM”) ended September 30, 2022, unless otherwise noted, Janney calculated the following implied transaction metrics:

Transaction Price / LTM Earnings	12.8x
Transaction Price / 2022E(1)	13.1x
Transaction Price / Fully Diluted Tangible Book Value	187.0%
Tangible Book Premium/Core Deposits(2)	7.1%
Pro Forma Dividend Increase	39%
Pro Forma Ownership	9.1%

(1)
Based upon internal financial projections for Salisbury, as provided by the senior management of Salisbury

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(2)
Core deposits calculated as Total Deposits less Time Deposits

Comparable Company Analyses

Janney used publicly available information to compare selected financial information for Salisbury with a group of financial institutions selected by Janney for the Salisbury peer valuation comparison. The Salisbury peer group consisted of publicly-traded holding companies, deemed comparable by Salisbury. The Salisbury peer group consisted of the following companies:

Unity Bancorp Inc.	ESSA Bancorp Inc.
Citizens Financial Services	The Bank of Princeton
Orange County Bancorp Inc.	Penns Woods Bancorp Inc.
Norwood Financial Corp.	Middlefield Banc Corp.
Parke Bancorp Inc.	FNCB Bancorp Inc.
Bankwell Financial Group Inc.	Franklin Financial Services
Chemung Financial Corp.	SB Financial Group Inc
Western New England Bancorp	Pathfinder Bancorp Inc.
Evans Bancorp Inc.	Union Bankshares Inc.

The analysis compared selected financial information for Salisbury with the corresponding publicly available data for the Salisbury peer group as of Year to Date September 30, 2022 (unless otherwise noted), with pricing data as of December 2, 2022. The table below sets forth the data for Salisbury and median and mean data for the Salisbury peer group.

Salisbury Peer Valuation Comparison

	Salisbury	Salisbury Peer Group Median	Salisbury Peer Group Mean
Market Capitalization ($M)	$176	$212	$203
Price/Tangible Book Value	165.1%	134.8%	144.6%
Price/ LTM EPS	11.3x	9.2x	9.1x
Price/Assets	11.8%	10.0%	10.4%
Dividend Yield	2.1%	2.9%	3.1%
Weekly Volume	0.5%	0.6%	0.7%
Short Interest	0.2%	0.1%	0.4%
Insider Ownership	12.4%	16.1%	13.4%
Institutional Ownership	20.2%	29.4%	28.2%
Last Twelve Months Return	24.7%	12.8%	9.9%
Total Assets ($M)	$1,512	$1,914	$1,959
Total Loans ($M)	$1,191	$1,501	$1,462
Tangible Common Equity/Tangible Assets	7.3%	7.2%	7.7%
NPA/Assets(1)	0.30%	0.59%	0.70%
LTM ROAA	1.07%	1.10%	1.21%
LTM ROAE	11.99%	12.60%	13.19%

Note: Financial data for the institutions in the Salisbury Peer Group is not pro forma for any publicly announced and pending transactions.

(1)
Non-performing assets (“NPA”) include accruing troubled debt restructurings and non-accrual loans.

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Comparable Company Analyses

Janney used publicly available information to compare selected financial information for NBT with a group of financial institutions selected by Janney for the NBT peer valuation comparison. The NBT peer group consisted of publicly-traded holding companies, as defined by the NBT Investor Presentation filed in July 2022. The NBT peer group consisted of the following companies:

Independent Bank Corp.	First Busey Corp.
Community Bank System Inc.	Berkshire Hills Bancorp Inc.
First Merchants Corp.	OceanFirst Financial Corp.
First Financial Bancorp.	First Commonwealth Financial
Park National Corp.	Tompkins Financial Corporation
WesBanco Inc.	Merchants Bancorp
Heartland Financial USA Inc.	Brookline Bancorp Inc.
Northwest Bancshares, Inc.	Customers Bancorp Inc.
Provident Financial Services	Premier Financial Corp.
S&T Bancorp Inc.

The analysis compared selected financial information for NBT with the corresponding publicly available data for the NBT peer group as of Year to Date September 30, 2022 (unless otherwise noted), with pricing data as of December 2, 2022. The table below sets forth the data for NBT and median and mean data for the NBT peer group.

NBT Peer Valuation Comparison

	NBT	NBT Peer Group Median	NBT Peer Group Mean
Market Capitalization ($M)	$1,982	$1,428	$1,877
Price/Tangible Book Value	228.5%	193.7%	214.3%
Price/ LTM EPS	13.1x	12.3x	12.7x
Price/Assets	17.0%	13.8%	14.2%
Dividend Yield	2.6%	3.3%	3.2%
Weekly Volume	1.7%	1.9%	2.2%
Short Interest	1.5%	2.1%	2.8%
Insider Ownership	2.8%	3.0%	6.1%
Institutional Ownership	58.5%	70.6%	67.8%
Last Twelve Months Return	26.6%	5.4%	3.6%
Total Assets ($M)	$11,641	$12,684	$13,443
Total Loans ($M)	$7,905	$9,730	$9,304
Tangible Common Equity/Tangible Assets	7.6%	7.5%	7.3%
NPAs/Assets	0.28%	0.34%	0.36%
LTM ROAA	1.29%	1.20%	1.20%
LTM ROAE	12.56%	9.94%	10.82%

Note: Financial data for the institutions in the NBT Peer Group is not pro forma for any publicly announced and pending transactions.

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Net Present Standalone Value Analyses

Janney performed an analysis that estimated the net present value per share of NBT’s common stock assuming NBT performed in accordance with estimates based on publicly available mean analyst earnings per share estimates. To approximate the terminal value of a share of NBT’s common stock at December 31, 2026, Janney applied a long-term growth rate range of 4.50% to 5.50%. The terminal values were then discounted to present values using discount rates ranging from 11.0% to 13.0%. The discount rates selected by Janney were intended to reflect different assumptions regarding the required rates of return for holders or prospective buyers of NBT’s common stock. The analysis and the underlying assumptions yielded a range of values per share of NBT’s common stock of $43.23 to $64.42 when applying a terminal value based on the long-term growth.

Price per Share Sensitivity

Discount Rate	4.50%	4.75%	5.00%	5.25%	5.50%
11.0%	$56.49	$58.24	$60.13	$62.18	$64.42
11.5%	$52.47	$53.94	$55.52	$57.24	$59.09
12.0%	$48.98	$50.23	$51.58	$53.02	$54.58
12.5%	$45.93	$47.01	$48.16	$49.39	$50.71
13.0%	$43.23	$44.17	$45.16	$46.22	$47.35

Analysis of Selected Merger Transactions

Janney reviewed groups of selected merger and acquisition transactions that were deemed to be comparable to the merger. These two groups were labeled as the “National” Group and “Regional” Group. The National Group consisted of seventeen selected bank and thrift merger transactions with disclosed transaction terms, where one hundred percent of target equity was acquired, target total assets were between $1.0 billion and $2.0 billion, target LTM ROAA was between 0.75% and 1.50%, announced since June 30, 2021. The National Group was composed of the following transactions:

Buyer	Target	Price / TBV (%)	Price / LTM EPS (x)	Price / Assets (%)	Core Deposit Premium (%)
Peoples Bancorp Inc.	Limestone Bancorp Inc.	176.1	12.6	14.4	8.4
First Commonwealth Financial	Centric Financial Corp.	131.5	14.8	13.2	4.7
The First Bancshares	Heritage Southeast Bancorp.	179.8	15.0	12.1	6.9
First Bancorp	GrandSouth Bancorporation	172.9	10.7	14.5	8.2
F.N.B. Corp.	UB Bancorp	154.3	9.2	10.1	4.4
Brookline Bancorp Inc.	PCSB Financial Corp.	117.6	20.3	16.1	3.3
Seacoast Bnkg Corp. of FL	Drummond Banking Co.	191.3	13.8	16.9	9.5
United Community Banks Inc.	Progress Financial Corp.	167.1	13.4	14.6	8.1
National Bank Holdings Corp.	Bancshares of Jackson Hole Inc.	208.5	20.0	14.7	8.9
Seacoast Bnkg Corp. of FL	Apollo Bancshares/Apollo Bank	194.7	20.0	16.1	9.7
Farmers National Banc Corp.	Emclaire Financial Corp	142.1	10.4	10.1	4.1
Origin Bancorp Inc.	BT Holdings Inc.	145.4	13.8	15.8	7.0
QCR Holdings Inc.	Guaranty Federal Bcshs Inc.	161.4	16.3	14.4	6.4
German American Bancorp Inc.	Citizens Union Bancorp	156.0	14.1	14.4	6.3
CVB Financial Corp.	Suncrest Bank	151.0	12.6	14.9	6.4
TriCo Bancshares	Valley Republic Bancorp	156.9	10.9	12.1	5.3
Lakeland Bancorp	1st Constitution Bancorp	152.2	11.5	13.6	5.9
	Average	162.3	14.1	14.0	6.7
	Median	156.9	13.8	14.4	6.4

Note: Excludes transactions without disclosed deal values, and excludes transactions categorized as mergers of equals

Source: S&P Capital IQ Pro; Data as of December 2, 2022

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Janney calculated the median values for the following relevant transaction pricing multiples for the National Group: the multiple of the offer value to the Salisbury’s tangible book value; the multiple of the offer value to the acquired Salisbury’s core net income for the last twelve months; the multiple of the offer value to the acquired Salisbury’s total assets; and the premium over tangible book value divided by core deposits. Janney used these median multiples to estimate the value of Salisbury’s common stock by applying each median multiple to Salisbury’s tangible common equity, net income for the twelve months ended September 30, 2022, total assets, and core deposits as of September 30, 2022, respectively. The results of this analysis are as follows:

Dollars in thousands, except per share amounts		Comparable Transactions
Valuation Multiple	Salisbury Value ($000s)	Factor Weight (%)	Median Multiple	Aggregate Value ($000s)	Value Per Share
Tangible Common Equity	$109,077	25%	156.9%	$171,109	$29.37
LTM Earnings	$15,890	25%	13.8x	$219,282	$37.63
Total Assets	$1,512,138	25%	14.4%	$218,353	$37.47
Core Deposits(1)	$1,215,345	25%	6.4%	$187,345	$32.15
	Ranges of Values:		Minimum	$171,109	$29.37
			Maximum	$219,282	$37.63
	Factor-Weighted Average			$199,022	$34.16

(1)
Core deposits defined as total deposits less time deposits

Note: Per share metrics based upon 5,826,969 shares outstanding, which includes Salisbury unvested restricted shares which vest upon change-in-control and exercisable options

Source: S&P Capital IQ Pro

The National Group analysis suggested a range of value of $29.37 to $37.63 per share of Salisbury’s common stock, with a factor-weighted average of $34.16.

The Regional Group consisted of fourteen selected bank and thrift merger transactions with disclosed transaction terms, where one hundred percent of equity was acquired, with targets headquartered in New England, NY, NJ or PA, target total assets between $500.0 million and $10.0 billion, announced since January 1, 2021. The Regional Group was composed of the following transactions:

Buyer	Target	Price / TBV (%)	Price / LTM EPS (x)	Price / Assets (%)	Core Deposit Premium (%)
Citizens Financial Services	HV Bancorp Inc.	155.0	21.8	11.8	5.6
First Commonwealth Financial	Centric Financial Corp.	131.5	14.8	13.2	4.7
Somerset Savings Bank SLA	Regal Bancorp Inc.	128.1	20.2	10.7	3.4
Brookline Bancorp Inc.	PCSB Financial Corp.	117.6	20.3	16.1	3.3
Hometown Financial Group MHC	Randolph Bancorp Inc	136.9	14.4	18.5	9.0
Farmers National Banc Corp.	Emclaire Financial Corp	142.1	10.4	10.1	4.1
Fulton Financial Corp.	Prudential Bancorp Inc.	106.9	17.9	12.8	1.7
Community Bank System Inc.	Elmira Savings Bank	160.7	15.0	12.9	7.0
Lakeland Bancorp	1st Constitution Bancorp	152.2	11.5	13.6	5.9
Mid Penn Bancorp Inc.	Riverview Financial Corp.	121.0	12.2	10.3	2.3
Valley National Bancorp	Westchester Bank Holding Corp.	169.0	18.1	16.8	8.7
Independent Bank Corp.	Meridian Bancorp Inc.	149.6	14.5	17.7	8.7
Eastern Bankshares Inc.	Century Bancorp Inc.	169.5	14.8	8.8	4.1
WSFS Financial Corp.	Bryn Mawr Bank Corp.	228.8	NM	18.2	13.6
	Average	147.8	15.8	13.7	5.9
	Median	145.8	14.8	13.0	5.2

Note: P/E > 25x deemed non-meaningful for comparison purposes

Note: New England region defined as: CT, MA, ME, NH, RI & VT

Note: Excludes transactions without disclosed deal values, and excludes transactions categorized as mergers of equals

Source: S&P Capital IQ Pro; Data as of December 2, 2022

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Janney calculated the median values for the following relevant transaction pricing multiples for the Regional Group: the multiple of the offer value to Salisbury’s tangible book value; the multiple of the offer value to Salisbury’s net income for the last twelve months; the multiple of the offer value to Salisbury’s total assets; and the premium over tangible book value divided by core deposits. Janney used these median multiples to estimate the value of Salisbury’s common stock by applying each median multiple to Salisbury’s tangible common equity, net income for the twelve months ended September 30, 2022, total assets, and core deposits as of September 30, 2022, respectively. The results of this analysis are as follows:

Dollars in thousands, except per share amounts		Comparable Transactions
Valuation Multiple	Salisbury Value ($000s)	Factor Weight (%)	Median Multiple	Aggregate Value ($000s)	Value Per Share
Tangible Common Equity	$109,077	25%	145.8%	$159,056	$27.30
LTM Earnings	$15,890	25%	14.8x	$235,490	$40.41
Total Assets	$1,512,138	25%	13.0%	$197,107	$33.83
Core Deposits(1)	$1,215,345	25%	5.2%	$171,850	$29.49
	Ranges of Values:		Minimum	$159,056	$27.30
			Maximum	$235,490	$40.41
	Factor-Weighted Average			$190,876	$32.76

(1)
Core deposits defined as total deposits less time deposits

Note: Per share metrics based upon 5,826,969 shares outstanding, which includes Salisbury unvested restricted shares which vest upon change in control and exercisable options

Source: S&P Capital IQ Pro

The Regional Group analysis suggested a range of value of $27.30 to $40.41 per share of Salisbury’s common stock, with a factor-weighted average of $32.76.

Net Present Value Analyses

Janney performed an analysis that estimated the net present value per share of Salisbury’s common stock assuming Salisbury performed in accordance with estimates based upon discussions with Salisbury. To approximate the terminal value of a share of Salisbury’s common stock at December 31, 2026, Janney applied price to 2026 earnings multiples ranging from 12.0x to 16.0x and multiples of December 31, 2026 tangible book value ranging from 135.0% to 175.0%. The terminal values were then discounted to present values using discount rates ranging from 11.0% to 13.0%. The discount rates selected by Janney were intended to reflect different assumptions regarding the required rates of return for holders or prospective buyers of Salisbury’s common stock. The analysis and the underlying assumptions yielded a range of values per share of Salisbury’s common stock of $24.80 to $33.97 when applying a terminal value based on tangible book value and $24.93 to $35.07 when applying a terminal value based on earnings.

Price / Tangible Book Value Multiples

Discount Rate	1.35x	1.45x	1.55x	1.65x	1.75x
11.0%	$26.68	$28.50	$30.33	$32.15	$33.97
11.5%	$26.19	$27.98	$29.77	$31.56	$33.34
12.0%	$25.72	$27.47	$29.22	$30.98	$32.73
12.5%	$25.25	$26.97	$28.69	$30.41	$32.13
13.0%	$24.80	$26.48	$28.17	$29.86	$31.55

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Price / Earnings Multiples

Discount Rate	12.0x	13.0x	14.0x	15.0x	16.0x
11.0%	$26.82	$28.88	$30.95	$33.01	$35.07
11.5%	$26.33	$28.35	$30.38	$32.40	$34.42
12.0%	$25.85	$27.84	$29.82	$31.81	$33.79
12.5%	$25.38	$27.33	$29.28	$31.23	$33.17
13.0%	$24.93	$26.84	$28.75	$30.66	$32.57

In connection with its analyses, Janney considered and discussed with Salisbury’s board of directors how the present value analyses would be affected by changes in the underlying assumptions. Janney noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Franchise Valuation

Janney used a franchise valuation analysis to estimate the value of Salisbury’s common stock based on the composition of its balance sheet on September 30, 2022. The franchise valuation analysis involves calculating the net asset value of Salisbury and adding a core deposit premium to the net asset value to determine the overall value of Salisbury. In order to calculate Salisbury’s net asset value, Janney adjusted Salisbury’s tangible common equity with an after-tax credit mark of approximately $2,975 thousand. The deposit premium was calculated by assigning a premium to each deposit account type based on the perceived value of each type of deposit to a potential acquiror.

Dollars in thousands
		Premium
	09/30/22 Balance	(%)	($)
Non-Interest Bearing deposits	$413,584	10.00%	$41,358
NOW Accounts	241,236	8.00%	19,299
Savings and Money Market Accounts	560,525	6.00%	33,632
Certificates of Deposit	109,859	0.00%	0
Total deposits	$1,325,204	7.12%	$94,289

Janney selected premiums of 0% for certificates of deposit, 6% for savings and money market accounts, 8% for NOW accounts, and 10% for non-interest bearing deposits. Applying these premiums to Salisbury’s deposits suggested an overall premium of 7.12%, or $94.29 million. Janney noted that deposit premiums paid in bank merger transactions vary. Therefore, Janney also selected a range of deposit premiums from 5% to 10%. The franchise value analysis suggested an overall range of value of $29.58 to $40.95 per share for Salisbury’s common stock. The value suggested by a 7.12% deposit premium was $34.39 per share. The following chart provides a summary of the franchise value analysis:

Dollars in thousands, except per share amounts
	Amount	Per Share
Tangible Common Equity	$109,077	$18.72
Less: Credit Mark (After-Tax)	($2,975)	($0.51)
Add: Deposit Premium	$94,289	$16.18
Indicated Franchise Value	$200,391	$34.39
Minimum Franchise Value – (5% Deposit Premium)	$172,362	$29.58
Maximum Franchise Value – (10% Deposit Premium)	$238,622	$40.95

The franchise valuation analysis suggested a range of value of $29.58 to $40.95 per share of Salisbury’s common stock, with a midpoint of $34.39.

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Pro Forma Merger Analysis

Janney performed a pro forma merger analysis that combined projected income statement and balance sheet information of Salisbury and NBT. Janney analyzed the estimated financial impact of the merger on certain projected financial results for Salisbury and NBT and financial forecasts and projections relating to the earnings of Salisbury and NBT, which were derived by Janney from publicly available consensus estimates and discussions with management of Salisbury and NBT, and pro forma assumptions (including, without limitation, purchase accounting adjustments, cost savings and related expenses), which, in the case of Salisbury and NBT were derived by Janney from publicly available information. This analysis indicated that the merger could be accretive to NBT estimated EPS in 2023 and have a 1.5-year payback period for NBT with moderate dilution at closing to estimated tangible book value per share (2.7% dilutive to NBT tangible book value per share). For all of the above analysis, the actual results achieved by NBT following the merger may vary from the projected results, and the variations may be material.

Based upon the foregoing analyses and other investigations and assumptions set forth in its opinion, without giving specific weightings to any one factor or comparison, Janney determined that the merger consideration was fair, from a financial point of view, to the holders of Salisbury’s common stock.

Certain Unaudited Prospective Financial Information

Salisbury does not as a matter of course make public long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the merger, Salisbury’s management prepared and provided to the Salisbury board of directors in connection with its evaluation of the transaction, and to its financial advisor Janney, including in connection with Janney’s financial analyses described above under the section entitled “ —Opinion of Janney Montgomery Scott, Financial Advisor to Salisbury,” certain unaudited prospective financial information regarding Salisbury’s operations for fiscal years 2022 through 2025 (the “Salisbury Projections”). The below summary of the Salisbury Projections is included for the purpose of providing Salisbury shareholders access to certain nonpublic information that was furnished to certain parties in connection with the merger, and such information may not be appropriate for other purposes and is not included to influence the voting decision of any Salisbury shareholder.

Salisbury’s unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission (the “SEC”) or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The inclusion of this unaudited prospective financial information should not be regarded as an indication that such information is predictive of actual future events or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the unaudited prospective financial information. The unaudited prospective financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, Salisbury management.

While presented with numeric specificity, this unaudited prospective financial information was based on numerous variables and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Salisbury’s business) that are inherently subjective and uncertain and are beyond the control of Salisbury’s management. Important factors that may affect actual results and cause this unaudited prospective financial information not to be achieved include, but are not limited to, risks and uncertainties relating to Salisbury’s business (including their ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled “Information Regarding Forward-Looking Statements” and “Risk Factors.” This unaudited prospective financial information also reflects numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, there can be no assurance that the projected results summarized below will be realized.

None of Salisbury, NBT or their respective officers, trustees, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from this unaudited prospective financial information.

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SALISBURY UNDERTAKES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THIS UNAUDITED PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THIS UNAUDITED PROSPECTIVE FINANCIAL INFORMATION WAS GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR. SINCE THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION COVERS MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES LESS PREDICTIVE WITH EACH SUCCESSIVE YEAR.

Salisbury has not made and makes no representation to NBT or any NBT shareholder, in the merger agreement or otherwise, concerning this unaudited prospective financial information or regarding Salisbury’s ultimate performance compared to the unaudited prospective financial information or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the unaudited prospective financial information, Salisbury urges all Salisbury shareholders not to place undue reliance on such information.

The following table presents selected unaudited prospective financial data for the fiscal years ending December 31, 2022 through December 31, 2025 for Salisbury on a standalone basis. The Salisbury Projections were prepared by Salisbury’s management in October 2022 solely for internal purposes. The Salisbury Projections were not updated to account for actual 2022 financial results or any circumstances or events occurring after the date they were initially prepared and therefore should not be relied on as predictive of actual future results.

	Year ended December 31,
Financial Item	2022	2023	2024	2025
	(dollars in thousands, except per share amounts)
Total Assets	$1,520,364	$1,569,852	$1,624,348	$1,695,724
Net Income	$14,790	$16,012	$16,958	$17,826
Earnings Per Share, Basic	$2.57	$2.76	$2.91	$3.04
Return on Average Assets	1.00%	1.04%	1.06%	1.07%

Interests of Salisbury’s Directors and Executive Officers in the Merger

In considering the recommendation of the Salisbury board of directors regarding the merger, Salisbury’s shareholders should know that the directors and executive officers of Salisbury have certain interests in the merger that may be different from, or in addition to, the interests of Salisbury shareholders. These interests are described below, to the extent they are material and are known to Salisbury. Salisbury’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Salisbury’s shareholders vote to adopt the merger proposal.

The following discussion sets forth the interests in the merger of each person who has served as a director or executive officer of Salisbury since January 1, 2022. Except as described below, to the knowledge of Salisbury, the directors and executive officers of Salisbury do not have any substantial interest, direct or indirect, by security holdings or otherwise in the merger or the merger agreement proposal apart from their interests as shareholders of Salisbury. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes.

Treatment of Restricted Stock Awards

Any vesting restrictions on each restricted share of Salisbury common stock subject to a substantial risk of forfeiture outstanding immediately prior to the effective time of the merger will automatically lapse and the net number of whole shares of Salisbury common stock (rounded down to the nearest whole share) determined in connection with such vesting (determined following the withholding of a number of shares necessary to satisfy applicable tax and other withholdings) will be treated as issued and outstanding shares of Salisbury common stock.

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The following table sets forth the number of unvested restricted shares of Salisbury common stock held by each director and each executive officer of Salisbury as of December 5, 2022, the date the merger agreement was executed, that are anticipated to vest in connection with the merger. The estimated value of the unvested restricted shares of Salisbury common stock is based on (i) $30.70 (the average closing market price of Salisbury common stock over the first five (5) business days following the public announcement of the merger beginning on December 5, 2022), multiplied by (ii) the total number of unvested restricted shares of Salisbury common stock subject to each award.

Non-Employee Directors	Number of Unvested Restricted Stock Awards (#)	Estimated Aggregate Restricted Stock Award Value ($)
George Banta	2,740	84,118
Arthur Bassin	2,740	84,118
David Farrell	2,740	84,118
Paul Hoffner	1,140	34,998
Nancy Humphreys(1)	—	—
Holly Nelson	2,740	84,118
Neila Radin	2,340	71,838
Grace Schalkwyk	2,340	71,838

Executive Officers	Number of Unvested Restricted Stock Awards (#)	Estimated Aggregate Restricted Stock Award Value ($)
Peter Albero	9,700	297,790
Carla Balesano	3,000	92,100
Richard J. Cantele, Jr.	16,200	497,340
Todd Clinton	3,000	92,100
John Davies	6,800	208,760
Steven Essex	1,900	58,330
Amy Raymond	1,900	58,330
Todd Rubino	5,300	162,710
Stephen Scott	—	—
Elizabeth Summerville(2)	—	—

(1)
Ms. Humphreys retired from the Salisbury board of directors on May 18, 2022 but has been included in this disclosure because the disclosure applies to each person who has served as a director or executive officer of Salisbury since January 1, 2022.

(2)
Ms. Summerville retired from Salisbury on June 3, 2022 but has been included in this disclosure because the disclosure applies to each person who has served as a director or executive officer of Salisbury since January 1, 2022.

Treatment of Performance-Based Restricted Stock Units

Each award of performance-based restricted stock units with respect to Salisbury common stock outstanding immediately prior to the effective time of the merger will become vested as to the number of shares that would vest based on the assumed achievement of the performance goals at the greater of the target level or actual achievement level (measured at the date of the merger), multiplied by a fraction, the numerator of which is the actual whole or partial months that have expired in the three-year performance period at the time of the merger and the denominator of which is 36. The net number of shares of Salisbury common stock deliverable with respect to such award (determined following the withholding of a number of shares necessary to satisfy applicable tax and other withholdings) will be treated as issued and outstanding shares of Salisbury common stock for purposes of the merger agreement.

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The following table sets forth the number of unvested, unearned performance-based restricted stock units held by each executive officer of Salisbury as of December 5, 2022, the date the merger agreement was executed (other than those that were earned in the ordinary course pursuant to their terms for the performance period ending December 31, 2022), and anticipated to vest in connection with the merger, which are reflected at target level of achievement for performance-based restricted stock units granted in 2021 and 2022. The table also sets forth the number of performance-based restricted stock units which are expected to vest for each executive officer. The estimated aggregate value of the performance-based restricted stock unit award is based on (i) $30.70 (the average closing market price of Salisbury common stock over the first five (5) business days following the public announcement of the merger beginning on December 5, 2022), multiplied by (ii) the number of performance-based restricted stock units anticipated to vest in connection with the merger. No directors of Salisbury hold any performance-based restricted stock units.

	Target Number of Unvested, Unearned Performance-Based Restricted Stock Units (#)		Estimated Number of Performance- Based Restricted Stock Units Vesting (#)(1)		Estimated Performance-Based Restricted Stock Units Value ($)(1)
Executive Officers	2021	2022	2021	2022	2021	2022
Peter Albero	2,000	2,000	1,611	944	49,461	28,994
Carla Balesano	1,000	1,000	806	472	24,731	14,497
Richard J. Cantele, Jr.	3,000	3,000	2,417	1,417	74,192	43,492
Todd Clinton	1,000	1,000	806	472	24,731	14,497
John Davies	2,000	2,000	1,611	944	49,461	28,994
Steven Essex	1,000	1,000	806	472	24,731	14,497
Amy Raymond	1,000	1,000	806	472	24,731	14,497
Todd Rubino	900