Want to see NTB full AI Analyst Report?
Bank of NT Butterfield & Son (NTB) Risk Analysis
Risk Overview Q4, 2025
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to US domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.
In June 2025, the SEC issued a concept release to solicit comments on potentially amending the definition of an FPI. The concept release seeks to update the FPI definition to better reflect the current landscape of foreign companies accessing US capital markets, considering factors such as the significant shifts in the FPI population, the nature of regulatory oversight in their home jurisdictions, and the level of trading on US markets. The comment period closed on September 8, 2025. While we currently qualify as an FPI we may cease to qualify in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.
Risk Highlights Q4, 2025
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 55
- Share Price & Shareholder Rights - Risk 1Purchases of our common shares under our share repurchase program may result in the price of our common shares being higher than the price that otherwise might have existed in the open market.
On December 8, 2025, the Board of Directors approved a new share repurchase program. Pursuant to the program, the Bank is authorized to repurchase up to 3.0 million common shares of the Bank through December 31, 2026. The timing, manner, price and amount of any repurchases will be determined by the Bank, in its discretion, based upon the evaluation of economic and market conditions, stock price, available cash, applicable legal and regulatory requirements and other factors, and which may include purchases pursuant to Rule 10b5-1 of the Exchange Act. The program does not require the Bank to repurchase any specific number of shares and there can be no assurance that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued by the Bank at any time. These activities may have had the effect of maintaining the market price of our common shares or deferring a decline in the market price of the common shares, and, as a result, the price of our common shares may have been higher than the price that otherwise might have existed in the open market.
- Share Price & Shareholder Rights - Risk 2We are a "foreign private issuer" under US securities law. Therefore, we are exempt from certain requirements applicable to US domestic registrants.
Although we are subject to the periodic reporting requirements of the Exchange Act, the periodic disclosure required of FPIs, including us, under the Exchange Act is different from periodic disclosure required of US domestic registrants. Therefore, there may be less publicly available information about us than is regularly published by or about US domestic registrants. We are exempt from certain other sections of the Exchange Act to which US domestic registrants are subject, including the requirement to provide our shareholders with information statements or proxy statements that comply with the Exchange Act. In addition, our insiders and large shareholders are not obligated to file reports under Section 16 of the Exchange Act. See ‘‘Implications of Being a Foreign Private Issuer." As an FPI, we are also permitted by the NYSE to comply with Bermuda corporate governance practice in lieu of complying with certain NYSE corporate governance requirements. This means that we are not required to comply with NYSE requirements that: - the board of directors consists of a majority of independent directors;- independent directors meet in regularly scheduled executive sessions;- the audit committee satisfy NYSE standards for director independence;- the audit committee has a written charter addressing the committee's purpose and responsibilities;- we have a nominating and corporate governance committee composed of independent directors with a written charter addressing the committee's purpose and responsibilities;- we have a compensation committee composed of independent directors with a written charter addressing the committee's purpose and responsibilities;- we establish corporate governance guidelines and a code of business conduct;- our shareholders approve any equity compensation plans; and - there be an annual performance evaluation of the nominating and corporate governance and compensation committees. With the exception of having shareholders approve equity compensation plans, we have elected to comply with the NYSE requirements listed above, notwithstanding the exemptions available to us as an FPI. However, as ongoing compliance is not required by the NYSE, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
- Share Price & Shareholder Rights - Risk 3Our common shares trade on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.
Our common shares have traded on the BSX since 1971 and began trading on the NYSE in September 2016. Trading in our common shares on these markets takes place in different currencies (US Dollars on the NYSE and Bermuda Dollars on the BSX), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Bermuda). The trading prices of our common shares on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on the BSX could cause a decrease in the trading price of our common shares on the NYSE, or vice versa. Investors could seek to sell or buy our common shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the shares available for trading on the other exchange.
- Share Price & Shareholder Rights - Risk 4The value of the common shares may fluctuate significantly.
The value of our common shares may fluctuate significantly as a result of a large number of factors, including, in part, changes in our actual or forecasted operating results and the inability to fulfill the profit expectations of securities analysts, as well as the high volatility in the securities markets generally, and more particularly in shares of financial institutions. The current market price of our common shares may not be indicative of future market prices. Other factors, besides our financial results, that may impact the price of our common shares include, but are not limited to: - market expectations of the performance and capital adequacy of financial institutions in general;- investor perception of the success and impact of our strategies;- investor perception of our positions and risks, including risks associated with economic uncertainty in key markets in which we operate;- a downgrade or review of our credit ratings;- potential litigation or regulatory action involving us;- announcements concerning financial problems or any investigations into the accounting practices of other financial institutions; and - general market circumstances.
- Share Price & Shareholder Rights - Risk 5The issuance of additional shares in connection with future acquisitions, any share incentive or share option plan or otherwise may dilute all other shareholdings.
We may seek to raise capital to fund future acquisitions and other growth opportunities. We may, for these and other purposes, such as in connection with share incentive and share option plans, issue additional equity or convertible securities. Any issuance of additional shares, however, is subject to prior BMA approval, and we cannot guarantee that their approval will be obtained, either in a timely manner or at all. In the event that we are able to and do issue additional shares, existing shareholders could suffer dilution in their percentage ownership.
- Share Price & Shareholder Rights - Risk 6AddedIf we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to US domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.
In June 2025, the SEC issued a concept release to solicit comments on potentially amending the definition of an FPI. The concept release seeks to update the FPI definition to better reflect the current landscape of foreign companies accessing US capital markets, considering factors such as the significant shifts in the FPI population, the nature of regulatory oversight in their home jurisdictions, and the level of trading on US markets. The comment period closed on September 8, 2025. While we currently qualify as an FPI we may cease to qualify in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.