Announcement • May 05

NBT Bancorp Inc. (NasdaqGS:NBTB) completed the acquisition of Evans Bancorp, Inc. (NYSEAM:EVBN).

NBT Bancorp Inc. (NasdaqGS:NBTB) entered into an agreement and plan of merger to acquire Evans Bancorp, Inc. (NYSEAM:EVBN) for approximately $230 million on September 9, 2024. Under the terms of the Merger Agreement, each outstanding share of Evans common stock will be converted into the right to receive 0.91 shares of the NBT Bancorp's common stock, resulting in an aggregate transaction value of approximately $240 million based on NBT’s closing stock price of $46.28 on September 6, 2024. Evans will merge with and into the NBT Bancorp, with the NBT Bancorp as the surviving entity, and immediately thereafter, Evans Bank will merge with and into NBT Bank, with NBT Bank as the surviving bank. NBT and NBT Bank have agreed to appoint David J. Nasca, President and Chief Executive Officer of Evans and Evans Bank, to their boards of directors. If the Merger is not consummated under specified circumstances, Evans may be required to pay the NBT Bancorp a termination fee of $8.4 million. The Merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of Evans, and is expected to close in the second quarter of 2025. The merger was unanimously approved by the Boards of Directors of both companies. As of December 20, 2024, the transaction was approved by Evan Bancorp's shareholders and The Office of the Comptroller of the Currency approved the merger of Evans Bank with and into NBT Bank, and NBT received a waiver from the Federal Reserve Bank of New York for any application with respect to the merger of Evans with and into NBT. Stephens Inc. served as financial advisor to NBT, and Emmett Daly, Taylor Esper of Piper Sandler & Co. served as financial advisor and fairness opinion provider to Evans. Piper Sandler will receive a fee for such services in an amount equal to 1.65% of the aggregate purchase price, which fee is contingent upon consummation of the merger. At the time of announcement of the transaction, Piper Sandler’s fee was approximately $3,897,300. Piper Sandler also received a $250,000 fee from Evans upon rendering its opinion. Richard A. Schaberg of Hogan Lovells US LLP served as legal counsel to NBT, Wiggin and Dana LLP served as executive compensation and employee benefits counsel to NBT, and John J. Gorman of Luse Gorman, PC served as legal counsel to Evans. Evans has retained a proxy solicitation firm, Alliance Advisors, LLC, to aid it in the solicitation process. Evans estimates it will pay Alliance Advisors, LLC a fee of approximately $20,000 plus certain expenses. KPMG LLP acted as auditor to NBT Bancorp and Crowe LLP acted as auditor to Evans Bancorp. NBT Bancorp Inc. (NasdaqGS:NBTB) completed the acquisition of Evans Bancorp, Inc. (NYSEAM:EVBN) on May 5, 2025.

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NBT Bancorp Inc. (NasdaqGS:NBTB) completed the acquisition of Evans Bancorp, Inc. (NYSEAM:EVBN).

CEO, President & Director exercised options to buy US$305k worth of stock.

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