Dime Commercial Bancshares, Inc. /NY/ 10-K

Item 8. Financial Statements and Supplementary Data For the Company’s Consolidated Financial Statements with the notes thereto, see pages hereafter. ​ DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Assets: ​ ​ Cash and due from banks ​ $ 457,547 ​ $ 169,297 Securities available-for-sale, at fair value ​ ​ 886,240 ​ ​ 950,587 Securities held-to-maturity ​ ​ 594,639 ​ ​ 585,798 Loans held for sale ​ 10,159 ​ — Loans held for investment, net of fees and costs ​ ​ 10,773,428 ​ ​ 10,566,831 Allowance for credit losses ​ ( 71,743 ) ​ ( 83,507 ) Total loans held for investment, net ​ 10,701,685 ​ 10,483,324 Premises and fixed assets, net ​ 44,868 ​ 46,749 Premises held for sale ​ ​ 905 ​ ​ — Restricted stock ​ 98,750 ​ 88,745 BOLI ​ 349,816 ​ 333,292 Goodwill ​ 155,797 ​ 155,797 Other intangible assets ​ ​ 5,059 ​ ​ 6,484 Operating lease assets ​ 52,729 ​ 57,857 Derivative assets ​ ​ 122,132 ​ ​ 154,485 Accrued interest receivable ​ ​ 55,666 ​ ​ 48,561 Other assets ​ 100,013 ​ 108,945 Total assets ​ $ 13,636,005 ​ $ 13,189,921 ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ Interest-bearing deposits ​ $ 7,585,020 ​ $ 6,734,997 Non-interest-bearing deposits ​ 2,884,378 ​ 3,449,763 Deposits (excluding mortgage escrow deposits) ​ 10,469,398 ​ 10,184,760 Non-interest-bearing mortgage escrow deposits ​ ​ 61,121 ​ ​ 69,455 Interest-bearing mortgage escrow deposits ​ ​ 136 ​ ​ 192 Total mortgage escrow deposits ​ ​ 61,257 ​ ​ 69,647 FHLBNY advances ​ 1,313,000 ​ 1,131,000 Other short-term borrowings ​ ​ — ​ ​ 1,360 Subordinated debt, net ​ 200,196 ​ 200,283 Derivative cash collateral ​ ​ 108,100 ​ ​ 153,040 Operating lease liabilities ​ 55,454 ​ 60,340 Derivative liabilities ​ ​ 121,265 ​ ​ 137,335 Other liabilities ​ 81,110 ​ 82,573 Total liabilities ​ 12,409,780 ​ 12,020,338 ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ Preferred stock, Series A ($ 0.01 par, $ 25.00 liquidation value, 10,000,000 shares authorized and 5,299,200 shares issued and outstanding at December 31, 2023 and December 31, 2022) ​ 116,569 ​ 116,569 Common stock ($ 0.01 par, 80,000,000 shares authorized, 41,637,256 and 41,621,772 shares issued at December 31, 2023 and December 31, 2022, and 38,822,654 shares and 38,573,000 shares outstanding at December 31, 2023 and December 31, 2022, respectively) ​ 416 ​ 416 Additional paid-in capital ​ 494,454 ​ 495,410 Retained earnings ​ 813,007 ​ 762,762 Accumulated other comprehensive loss, net of deferred taxes ​ ( 91,579 ) ​ ( 94,379 ) Unearned equity awards ​ ( 8,622 ) ​ ( 8,078 ) Treasury stock, at cost ( 2,814,602 shares and 3,048,772 shares at December 31, 2023 and December 31, 2022, respectively) ​ ( 98,020 ) ​ ( 103,117 ) Total stockholders' equity ​ 1,226,225 ​ 1,169,583 Total liabilities and stockholders' equity ​ $ 13,636,005 ​ $ 13,189,921 ​ See Notes to Consolidated Financial Statements. 45 Table of Contents DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Interest income: ​ ​ ​ Loans ​ $ 554,488 ​ $ 406,601 ​ $ 359,016 Securities ​ ​ 32,179 ​ ​ 29,224 ​ ​ 22,634 Other short-term investments ​ 22,693 ​ 3,400 ​ 2,976 Total interest income ​ 609,360 ​ 439,225 ​ 384,626 Interest expense: ​ ​ ​ Deposits and escrow ​ 219,045 ​ 38,433 ​ 16,527 Borrowed funds ​ 66,472 ​ 19,117 ​ 10,490 Derivative cash collateral ​ ​ 7,272 ​ ​ 1,812 ​ ​ — Total interest expense ​ 292,789 ​ 59,362 ​ 27,017 Net interest income ​ 316,571 ​ 379,863 ​ 357,609 Provision for credit losses ​ 2,770 ​ 5,374 ​ 6,212 Net interest income after provision for credit losses ​ 313,801 ​ 374,489 ​ 351,397 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest income: ​ ​ ​ Service charges and other fees ​ 16,437 ​ 16,206 ​ 15,998 Title fees ​ ​ 1,295 ​ ​ 2,031 ​ ​ 2,338 Loan level derivative income ​ ​ 7,081 ​ ​ 3,637 ​ ​ 2,909 BOLI income ​ ​ 9,748 ​ ​ 10,346 ​ ​ 7,071 Gain on sale of SBA loans ​ ​ 1,592 ​ ​ 1,797 ​ ​ 23,033 Gain on sale of residential loans ​ ​ 115 ​ ​ 448 ​ ​ 1,758 Net (loss) gain on equity securities ​ ​ ( 758 ) ​ ​ — ​ ​ 131 Net (loss) gain on sale of securities and other assets ​ ​ ( 1,469 ) ​ ​ 1,397 ​ ​ 1,705 Loss on termination of derivatives ​ ​ — ​ ​ — ​ ​ ( 16,505 ) Other ​ 2,165 ​ 2,294 ​ 3,630 Total non-interest income ​ 36,206 ​ 38,156 ​ 42,068 Non-interest expense: ​ ​ ​ Salaries and employee benefits ​ 117,437 ​ 120,108 ​ 108,331 Severance ​ ​ 9,093 ​ ​ 2,198 ​ ​ 1,875 Occupancy and equipment ​ 29,055 ​ 30,220 ​ 30,697 Data processing costs ​ 16,474 ​ 15,175 ​ 16,638 Marketing ​ 6,781 ​ 5,900 ​ 4,661 Professional services ​ ​ 6,155 ​ ​ 8,069 ​ ​ 9,284 Federal deposit insurance premiums ​ 8,853 ​ 3,900 ​ 4,077 Loss from extinguishment of debt for FHLBNY advances and subordinated debt ​ ​ — ​ ​ 740 ​ ​ 1,751 Curtailment loss ​ ​ — ​ ​ — ​ ​ 1,543 Merger expenses and transaction costs ​ ​ — ​ ​ — ​ ​ 44,824 Branch restructuring costs ​ ​ — ​ ​ — ​ ​ 5,059 Amortization of other intangible assets ​ ​ 1,425 ​ ​ 1,878 ​ ​ 2,622 Other ​ 17,855 ​ 12,542 ​ 13,937 Total non-interest expense ​ 213,128 ​ 200,730 ​ 245,299 Income before income taxes ​ 136,879 ​ 211,915 ​ 148,166 Income tax expense ​ 40,785 ​ 59,359 ​ 44,170 Net income ​ ​ 96,094 ​ ​ 152,556 ​ ​ 103,996 Preferred stock dividends ​ ​ 7,286 ​ ​ 7,286 ​ ​ 7,286 Net income available to common stockholders ​ $ 88,808 ​ $ 145,270 ​ $ 96,710 Earnings per common share: ​ ​ ​ Basic ​ $ 2.29 ​ $ 3.73 ​ $ 2.45 Diluted ​ $ 2.29 ​ $ 3.73 ​ $ 2.45 ​ See Notes to Consolidated Financial Statements . ​ ​ 46 Table of Contents DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 2021 Net income ​ $ 96,094 ​ $ 152,556 ​ $ 103,996 Other comprehensive income (loss): ​ ​ ​ Change in unrealized gain (loss) on securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in net unrealized gain (loss) during the period ​ 10,355 ​ ( 138,630 ) ​ ( 28,865 ) Reclassification adjustment for net losses (gains) included in net (loss) gain on sale of securities and other assets ​ ​ 1,447 ​ ​ — ​ ​ ( 1,207 ) Accretion of net unrealized loss on securities transferred to held-to-maturity ​ ​ 3,142 ​ ​ 2,953 ​ ​ — Change in pension and other postretirement obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification adjustment for expense included in other expense ​ ( 1,547 ) ​ ( 3,715 ) ​ ( 1,092 ) Reclassification adjustment for curtailment loss ​ ​ — ​ ​ — ​ ​ 1,543 Change in the net actuarial (loss) gain ​ ​ ( 190 ) ​ ​ ( 2,062 ) ​ ​ 6,563 Change in unrealized gain (loss) on derivatives: ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in net unrealized (loss) gain during the period ​ ( 11,782 ) ​ 14,412 ​ 5,277 Reclassification adjustment for loss included in loss on termination of derivatives ​ ​ — ​ ​ — ​ ​ 16,505 Reclassification adjustment for expense included in interest expense ​ ​ 2,092 ​ ​ ( 1,621 ) ​ ​ 940 Other comprehensive income (loss) before income taxes ​ 3,517 ​ ( 128,663 ) ​ ( 336 ) Deferred tax expense (benefit) ​ 717 ​ ( 40,465 ) ​ ( 79 ) Total other comprehensive income (loss), net of tax ​ 2,800 ​ ( 88,198 ) ​ ( 257 ) Total comprehensive income ​ $ 98,894 ​ $ 64,358 ​ $ 103,739 ​ See Notes to Consolidated Financial Statements. ​ 47 Table of Contents ​ DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Dollars in thousands except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Held by ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive ​ ​ ​ ​ Benefit ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Loss, ​ Unearned ​ Maintenance ​ Treasury ​ Total ​ ​ Shares of ​ Preferred ​ Common ​ Paid-in ​ Retained ​ Net of Deferred ​ Equity ​ Plan ​ Stock, ​ Stockholders’ ​ Common Stock Stock Stock Capital Earnings Taxes Awards ("BMP") at cost Equity Ending balance as of December 31, 2020 ​ 21,232,984 ​ $ 116,569 ​ $ 348 ​ $ 278,295 ​ $ 600,641 ​ $ ( 5,924 ) ​ $ — ​ $ ( 1,496 ) ​ $ ( 287,337 ) ​ $ 701,096 Cumulative change in accounting principle (Note 1) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,686 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,686 Adjusted balance on January 1, 2021 ​ 21,232,984 ​ ​ 116,569 ​ ​ 348 ​ ​ 278,295 ​ ​ 602,327 ​ ​ ( 5,924 ) ​ ​ — ​ ​ ( 1,496 ) ​ ​ ( 287,337 ) ​ ​ 702,782 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ — ​ 103,996 ​ — ​ — ​ — ​ — ​ 103,996 Other comprehensive income, net of tax — ​ — ​ — ​ — ​ — ​ ( 257 ) ​ — ​ — ​ — ​ ( 257 ) Reverse merger with Bridge Bancorp Inc. ​ 19,992,284 ​ ​ — ​ ​ 65 ​ ​ 206,641 ​ ​ — ​ ​ — ​ ​ ( 2,603 ) ​ ​ ​ ​ ​ 287,107 ​ ​ 491,210 Exercise of stock options, net 20,629 ​ — ​ — ​ 258 ​ — ​ — ​ — ​ — ​ 173 ​ 431 Release of shares, net of forfeitures 431,440 ​ — ​ 3 ​ 10,411 ​ — ​ — ​ ( 10,646 ) ​ — ​ 1,385 ​ 1,153 Stock-based compensation — ​ — ​ — ​ — ​ — ​ — ​ 5,407 ​ — ​ — ​ 5,407 Shares received to satisfy distribution of retirement benefits ( 41,101 ) ​ — ​ — ​ ( 1,359 ) ​ — ​ — ​ — ​ 1,496 ​ ( 1,130 ) ​ ( 993 ) Shares received related to tax withholding ​ ( 3,342 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 111 ) ​ ​ ( 111 ) Cash dividends declared and paid to preferred stockholders — ​ — ​ — ​ — ​ ( 7,286 ) ​ — ​ — ​ — ​ — ​ ( 7,286 ) Cash dividends declared and paid to common stockholders ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 44,311 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 44,311 ) Redemption of real estate investment trust ("REIT") preferred stock ​ — ​ ​ — ​ ​ — ​ ​ ( 121 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ( 121 ) Purchase of treasury stock ( 1,755,061 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 59,280 ) ​ ( 59,280 ) Ending balance as of December 31, 2021 39,877,833 ​ 116,569 ​ 416 ​ 494,125 ​ 654,726 ​ ( 6,181 ) ​ ( 7,842 ) ​ — ​ ( 59,193 ) ​ 1,192,620 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ ​ — ​ ​ — ​ ​ — ​ ​ 152,556 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 152,556 Other comprehensive loss, net of tax — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 88,198 ) ​ ​ — ​ ​ — ​ ​ — ​ ( 88,198 ) Release of shares, net of forfeitures 171,838 ​ — ​ — ​ 1,287 ​ — ​ — ​ ( 4,514 ) ​ — ​ 4,394 ​ 1,167 Stock-based compensation ​ — ​ — ​ — ​ — ​ — ​ — ​ 4,278 ​ — ​ — ​ ​ 4,278 Shares received related to tax withholding ( 45,430 ) ​ ​ — ​ ​ — ​ ​ ( 2 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,556 ) ​ ( 1,558 ) Cash dividends declared to preferred stockholders — ​ — ​ — ​ — ​ ( 7,286 ) ​ — ​ — ​ — ​ — ​ ( 7,286 ) Cash dividends declared to common stockholders ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 37,234 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 37,234 ) Purchase of treasury stock ​ ( 1,431,241 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 46,762 ) ​ ​ ( 46,762 ) Ending balance as of December 31, 2022 38,573,000 ​ ​ 116,569 ​ ​ 416 ​ ​ 495,410 ​ ​ 762,762 ​ ​ ( 94,379 ) ​ ​ ( 8,078 ) ​ ​ — ​ ​ ( 103,117 ) ​ ​ 1,169,583 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ ​ — ​ ​ — ​ ​ — ​ ​ 96,094 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 96,094 Other comprehensive income, net of tax — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,800 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,800 Release of shares, net of forfeitures 331,395 ​ — ​ — ​ ( 955 ) ​ — ​ — ​ ( 5,182 ) ​ — ​ 7,301 ​ 1,164 Stock-based compensation — ​ — ​ — ​ — ​ — ​ — ​ 4,638 ​ — ​ — ​ 4,638 Shares received related to tax withholding ​ ( 44,928 ) ​ ​ — ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,257 ) ​ ​ ( 1,258 ) Cash dividends declared to preferred stockholders ​ — ​ — ​ — ​ — ​ ( 7,286 ) ​ — ​ — ​ — ​ — ​ ( 7,286 ) Cash dividends declared to common stockholders ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 38,563 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 38,563 ) Purchase of treasury stock ​ ( 36,813 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 947 ) ​ ( 947 ) Ending balance as of December 31, 2023 ​ 38,822,654 ​ $ 116,569 ​ $ 416 ​ $ 494,454 ​ $ 813,007 ​ $ ( 91,579 ) ​ $ ( 8,622 ) ​ $ — ​ $ ( 98,020 ) ​ $ 1,226,225 See Notes to Consolidated Financial Statements . ​ 48 Table of Contents ​ DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ ​ ​ Net income ​ $ 96,094 ​ $ 152,556 ​ $ 103,996 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ Net loss (gain) on sales of securities available-for-sale and other assets ​ 1,469 ​ ( 1,397 ) ​ ( 1,705 ) Net loss (gain) on equity securities ​ 758 ​ — ​ ( 131 ) Net gain on sale of loans held for sale ​ ( 1,707 ) ​ ( 2,245 ) ​ ( 24,791 ) Loss on termination of derivatives ​ ​ — ​ ​ — ​ ​ 16,505 Net depreciation, amortization and accretion ​ 6,025 ​ 8,314 ​ 7,805 Amortization of fair value hedge basis point adjustments ​ ​ 561 ​ ​ — ​ ​ — Amortization of other intangible assets ​ ​ 1,425 ​ ​ 1,878 ​ ​ 2,622 Loss on extinguishment of debt ​ ​ — ​ ​ 740 ​ ​ 1,751 Stock-based compensation ​ 4,638 ​ 4,278 ​ 5,407 Provision for credit losses ​ 2,770 ​ 5,374 ​ 6,212 Originations of loans held for sale ​ ( 8,219 ) ​ ( 20,709 ) ​ ( 48,610 ) Proceeds from sale of loans originated for sale ​ 32,433 ​ 46,474 ​ 77,184 Increase in cash surrender value of BOLI ​ ( 9,103 ) ​ ( 8,190 ) ​ ( 6,721 ) Gain from death benefits from BOLI ​ ​ ( 645 ) ​ ​ ( 2,156 ) ​ ​ ( 350 ) Decrease (increase) in other assets ​ 10,332 ​ ( 35,170 ) ​ 125,486 (Decrease) increase in other liabilities ​ ( 45,957 ) ​ 145,425 ​ ( 118,333 ) Net cash provided by operating activities ​ 90,874 ​ 295,172 ​ 146,327 CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ Proceeds from sales of securities available-for-sale ​ 77,804 ​ — ​ 138,077 Proceeds from sales of marketable equity securities ​ — ​ — ​ 6,101 Purchases of securities available-for-sale ​ ( 86,084 ) ​ ( 39,232 ) ​ ( 1,095,028 ) Purchases of securities held-to-maturity ​ ​ ( 28,328 ) ​ ​ ( 63,210 ) ​ ​ ( 40,249 ) Proceeds from calls and principal repayments of securities available-for-sale ​ 76,858 ​ 165,097 ​ 411,031 Proceeds from calls and principal repayments of securities held-to-maturity ​ ​ 22,986 ​ ​ 31,736 ​ ​ 1,360 Purchase of BOLI ​ ( 8,000 ) ​ ( 30,000 ) ​ ( 40,000 ) Proceeds received from cash surrender value of BOLI ​ ​ 1,224 ​ ​ 2,843 ​ ​ 1,464 Loans purchased ​ — ​ — ​ ( 9,855 ) Proceeds from the sale of portfolio loans transferred to held for sale ​ 5,000 ​ 13,201 ​ 684,898 (Increase) decrease in loans ​ ( 259,805 ) ​ ( 1,359,782 ) ​ 282,683 (Purchases) sales of fixed assets, net ​ ( 5,721 ) ​ ( 3,745 ) ​ 14 Proceeds from the sale of fixed assets and premises held for sale ​ ​ 25 ​ ​ 1,914 ​ ​ — Purchases of restricted stock, net ​ ( 10,005 ) ​ ( 51,013 ) ​ 46,337 Net cash received in business combination ​ ​ — ​ ​ — ​ ​ 715,988 Net cash used in (provided by) investing activities ​ ( 214,046 ) ​ ( 1,332,191 ) ​ 1,102,821 CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ Increase (decrease) in deposits ​ 276,411 ​ ( 204,233 ) ​ 518,682 Proceeds (repayments) from FHLBNY advances, short-term, net ​ 20,000 ​ 1,070,000 ​ ( 1,228,865 ) Proceeds (repayments) of FHLBNY advances, long-term ​ ​ 162,000 ​ ​ — ​ ​ ( 190,150 ) (Repayments) proceeds from FHLBNY advances, long-term ​ ​ ( 1,360 ) ​ ​ 36,000 ​ ​ 25,000 Repayments of other short-term borrowings, net ​ — ​ ( 502 ) ​ ( 118,138 ) Proceeds from subordinated debentures issuance, net ​ ​ — ​ ​ 157,559 ​ ​ — Redemption of subordinated debentures ​ ​ — ​ ​ ( 155,000 ) ​ ​ — Proceeds from exercise of stock options ​ — ​ — ​ 431 Release of stock for benefit plan awards ​ 1,164 ​ 1,167 ​ 1,153 Payments related to tax withholding for equity awards ​ ( 1,258 ) ​ ( 1,558 ) ​ ( 111 ) BMP Employee Stock Ownership Plan shares received to satisfy distribution of retirement benefits ​ — ​ — ​ ( 993 ) Purchase of treasury stock ​ ( 947 ) ​ ( 46,762 ) ​ ( 59,280 ) Redemption of REIT preferred stock ​ — ​ — ​ ( 121 ) Cash dividends paid to preferred stockholders ​ ​ ( 7,286 ) ​ ​ ( 7,286 ) ​ ​ ( 7,286 ) Cash dividends paid to common stockholders ​ ( 37,302 ) ​ ( 36,791 ) ​ ( 39,351 ) Net cash provided by (used in) financing activities ​ 411,422 ​ 812,594 ​ ( 1,099,029 ) Increase (decrease) in cash and cash equivalents ​ 288,250 ​ ( 224,425 ) ​ 150,119 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ​ 169,297 ​ 393,722 ​ 243,603 CASH AND CASH EQUIVALENTS, END OF PERIOD ​ $ 457,547 ​ 169,297 ​ 393,722 ​ ​ See Notes to Consolidated Financial Statements. 49 Table of Contents DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2023 2022 2021 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: ​ ​ ​ Cash paid for income taxes ​ $ 37,910 ​ 43,518 ​ 34,771 Cash paid for interest ​ 280,815 ​ 54,910 ​ 28,460 Securities available-for-sale transferred to held-to-maturity ​ ​ — ​ ​ 372,154 ​ ​ 140,399 Loans transferred to held for sale ​ 37,346 ​ 34,997 ​ 692,751 Loans transferred to held for investment ​ ​ — ​ ​ 4,051 ​ ​ — Premises transferred to held for sale ​ ​ 905 ​ ​ — ​ ​ 2,799 Operating lease assets in exchange for operating lease liabilities ​ ​ 6,333 ​ ​ 5,098 ​ ​ 9,769 Cumulative change due to CECL Standard adoption ​ — ​ — ​ 1,686 Net non-cash liabilities assumed in Merger (See Note 2) ​ — ​ — ​ 324,937 ​ See Notes to Consolidated Financial Statements. ​ ​ 50 Table of Contents DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except for share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations and Principles of Consolidation On February 1, 2021, Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”) merged with and into Bridge Bancorp, Inc., a New York corporation (“Bridge”) (the “Merger”), with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” (the “Holding Company”). At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Dime common stock, par value $ 0.01 per share, was converted into the right to receive 0.6480 shares of the Holding Company’s common stock, par value $ 0.01 per share. At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $ 0.01 (the “Dime Preferred Stock”), was converted into the right to receive one share of a newly created series of the Holding Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock. Immediately following the Merger, Dime Community Bank, a New York-chartered commercial bank and a wholly-owned subsidiary of Legacy Dime, merged with and into BNB Bank, a New York-chartered trust company and a wholly-owned subsidiary of Bridge, with BNB Bank as the surviving bank, under the name “Dime Community Bank” (the “Bank”). The audited consolidated financial statements presented in this Annual Report on Form 10-K include the collective results of the Holding Company and its wholly-owned subsidiary, the Bank, which are collectively herein referred to as “we”, “us”, “our” and the “Company.” The Merger was accounted for as a reverse merger using the acquisition method of accounting, which means that for accounting and financial reporting purposes, Legacy Dime was deemed to have acquired Bridge in the Merger, even though Bridge was the legal acquirer. Accordingly, Legacy Dime’s historical financial statements are the historical financial statements of the combined company for all periods before February 1, 2021 (the “Merger Date”). The Company’s results of operations for 2021 include the results of operations of Bridge on and after the Merger Date. Results for periods before the Merger Date reflect only those of Legacy Dime and do not include the results of operations of Bridge. The number of shares issued and outstanding, earnings per share, additional paid-in capital, dividends paid and all references to share quantities of the Company have been retrospectively adjusted to reflect the equivalent number of shares issued to holders of Legacy Dime common stock in the Merger. The assets and liabilities of Bridge as of the Merger Date were recorded at their estimated fair values and added to those of Legacy Dime. See Note 2. Merger for further information. As of December 31, 2023, we operated 60 branch locations throughout Long Island and New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island, and the Bronx. The Company is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank. The Bank was established in 1910 and is headquartered in Hauppauge, New York. The Holding Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank. The Company functions primarily as the holder of all of the Bank’s common stock. Our bank operations include Dime Community Inc., a real estate investment trust subsidiary which was formerly known as Bridgehampton Community, Inc., as an operating subsidiary. Our bank operations also include Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services. In September 2021, the Company dissolved two REITs, DSBW Preferred Funding Corporation and DSBW Residential Preferred Funding Corporation, which were wholly-owned subsidiaries of the Bank, and the preferred shares outstanding were redeemed by its shareholders. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and general practices within the financial institution industry. The accompanying consolidated financial statements include the accounts of the Holding Company and the Bank and its subsidiaries. Inter-company accounts and transactions have been eliminated in consolidation. 51 Table of Contents The following is a description of the significant accounting policies that the Company follows in preparing its consolidated financial statements. Use of Estimates To prepare consolidated financial statements in conformity with GAAP, management makes judgments, estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. Summary of Significant Accounting Policies Cash and Cash Equivalents - Cash and cash equivalents include cash and deposits with other financial institutions with original maturities fewer than 90 days. Net cash flows are reported for customer loan and deposit transactions, and interest bearing deposits in other financial institutions. Securities - Debt securities are classified as held-to-maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Equity securities are carried at fair value, with changes in fair value reported in net income. Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting in observable price changes in orderly transactions for the identical or a similar investment. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. The Company has made a policy election to exclude accrued interest from the amortized cost basis of debt securities and report accrued interest separately in accrued interest receivable in the consolidated statements of financial condition. A debt security is placed on non-accrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a security placed on non-accrual is reversed against interest income. There were no non-accrual debt securities at December 31, 2023 and 2022, and there was no accrued interest related to debt securities reversed against interest income for the year ended December 31, 2023 and 2022. Gains and losses on sales are recorded on the trade date and determined using the specific identification method. Restricted Stock – Restricted stock represents FHLBNY capital stock, FRB capital stock, and Atlantic Community Bankers Bank (“ACBB”) capital stock, which are reported at cost. The Bank is a member of the FHLB system. Members are required to own a particular amount of stock based on the level of borrowings and other factors and may invest in additional amounts. FHLB stock is periodically evaluated for impairment based on ultimate recovery of par value. The Bank is a member of the FRB. Membership requires the purchase of shares of FRB capital stock. The Bank has a relationship with ACBB. The relationship requires the purchase of shares of ACBB capital stock. Both cash and stock dividends are reported as income. ​ Loans Held for Sale - Loans originated and intended for sale in the secondary market, as well as identified problem loans which are subject to an executed note sale agreement, are carried at the lower of aggregate cost or net realizable proceeds. Loans originated and intended for sale are generally sold with servicing rights retained. Certain loans in which the borrower does not adhere to all of the terms and conditions of the legal contract were best resolved through the sale of the loan rather than through litigation through our workout department. ​ Loans - Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, net of partial charge-offs, deferred origination costs and fees and purchase premiums and discounts. Loan origination, commitment fees and certain direct and indirect costs incurred in connection with loan originations are deferred and amortized to income over the life of the related loans as adjustments to yield. When a loan prepays, the remaining unamortized net deferred origination fees or costs are recognized in the current year. Interest on loans is credited to income based on the principal outstanding during the period. The Company has made a policy election to exclude accrued interest from the amortized cost basis of loans and report accrued interest separately from the related loan balance in accrued interest receivable on the consolidated statements of financial condition. Past due status is based on the contractual terms of the loan. Loans that are 90 days past due are automatically placed on non-accrual and previously accrued interest is reversed and charged against interest income. However, if the loan is in the process of 52 Table of Contents collection and the Bank has reasonable assurance that the loan will be fully collectable based upon an individual loan evaluation assessing such factors as collateral and collectability, accrued interest will be recognized as earned. If a payment is received when a loan is non-accrual, the payment is applied to the principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms. ​ Unless otherwise noted, the above policy is applied consistently to all loan segments. ​ Allowance for Credit Losses - On January 1, 2021, the Company adopted the CECL Standard, which requires that the measurement of all expected credit losses for financial assets at amortized cost, such as loans receivable, securities, and off-balance sheet credit exposures, held as of the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts to cover lifetime expected credit losses. Accrued interest receivable is excluded from amortized cost basis. The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent within the financial asset holdings. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and realized losses, net of recoveries, are charged against the allowance. Allowance for credit losses on held-to-maturity securities - Management classifies its held-to-maturity portfolio into the following major security types: Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations, Agency Notes and Corporate Securities. The majority of the securities in the held-to-maturity portfolio are issued by U.S. government-sponsored entities or agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. To the extent that debt securities in the held-to-maturity portfolio share common risk characteristics, expected credit losses are calculated by pools of such debt securities. The historical lifetime probability of default and severity of loss in the event of default is derived or obtained from external sources and adjusted for the expected effects of reasonable and supportable forecasts over the expected lifetime of the securities. For a debt security in the held-to-maturity portfolio that does not share common risk characteristics with any of the pools of debt securities, expected credit loss on each security is individually measured based on net realizable value, or the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the recorded amortized cost basis of the security. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities or agencies, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Therefore, for those securities, the Company does not record expected credit losses. Allowance for credit losses on available-for-sale securities - Management evaluates available-for-sale debt securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. For securities in an unrealized loss position, management considers the extent of the unrealized loss, and the near-term prospects of the issuer. Impairment may result from credit deterioration of the issuer or collateral underlying the security. In performing an assessment of whether any decline in fair value is due to a credit loss, all relevant information is considered at the individual security level. For asset-backed securities performance indicators considered related to the underlying assets include default rates, delinquency rates, percentage of non-performing assets, debt-to-collateral ratios, third party guarantees, current levels of subordination, vintage, geographic concentration, analyst reports and forecasts, credit ratings and other market data. In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are excluded from earnings and reported, net of tax, in other comprehensive income (“OCI”). Management also assesses whether it intends to sell or is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. 53 Table of Contents Allowance for credit losses on loans held for investment - The Company utilizes a model which compares the amortized cost basis of the loan to the net present value of expected cash flows to be collected. Expected credit losses are determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics. For a loan that does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The methodology for determining the allowance for credit losses on loans held for investment is considered a critical accounting policy by management given the judgment required for determining assumptions used, uncertainty of economic forecasts, and subjectivity of any qualitative factors considered. The Company evaluates its loan pooling methodology at least annually. The Company has identified the following loan pools used to measure the allowance for credit losses as follows: ​ One-to-four family residential, including condominium and cooperative apartment loans - Loans in this classification consist of residential real estate and one-to-four family real estate properties, and may have a mixed-use commercial aspect. Included in one-to-four family loans are also certain SBA loans in which the loan is secured by underlying real estate as collateral. The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. Owner-occupied properties are generally underwritten based upon an appraisal performed by an independent, state licensed appraiser and the credit quality of the individual borrower. Investment properties require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.25x. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates and housing prices. ​ Multifamily residential and residential mixed-use loans - Loans in this classification consist of multifamily residential real estate with a minimum of five residential units, and may have a mixed-use commercial aspect of less than 50% of the property’s rental income. The Bank’s underwriting standards for multifamily residential loans generally require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.20x. Repayment of multifamily residential loans is dependent, in significant part, on cash flow from the collateral property sufficient to satisfy operating expenses and debt service. Future increases in interest rates, increases in vacancy rates on multifamily residential or commercial buildings, and other economic events, such as unemployment rates, which are outside the control of the borrower or the Bank could negatively impact the future net operating income of such properties. Similarly, government regulations, such as the existing New York City Rent Regulation and Rent Stabilization laws, could limit future increases in the revenue from these buildings. ​ Commercial real estate and commercial mixed-use loans - Loans in this classification consist of CRE, both owner-occupied and non-owner occupied, and may have a residential aspect of less than 50% of the property’s rental income. The Bank’s underwriting standards for CRE loans generally require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.25x. Included in CRE loans are also certain SBA loans in which the loan is secured by underlying real estate as collateral. The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. Repayment of CRE loans is often dependent upon successful operation or management of the collateral properties, as well as the success of the business and retail tenants occupying the properties. Repayment of such loans is generally more vulnerable to weak economic conditions, such as unemployment rates and CRE prices. ​ Acquisition, development, and construction loans - Loans in this classification consist of loans to purchase land intended for further development, including single-family homes, multi-family housing, and commercial income properties. In general, the maximum loan-to-value ratio for a land acquisition loan is 50% of the appraised value of the property. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates and CRE prices. ​ Commercial, industrial and agricultural loans - Loans in this classification consist of lines of credit, revolving lines of credit, and term loans, generally to businesses or high net worth individuals. The owners of these businesses typically provide recourse such that they guarantee the debt. The lines of credit are generally secured by the assets of the business, though they may at times be issued on an unsecured basis. Generally 54 Table of Contents speaking, they are subject to renewal on an annual basis based upon review of the borrower’s financial statements. Term loans are generally secured by either specific or general asset liens of the borrower’s business. These loans are granted based upon the strength of the cash generation ability of the borrower. Included in C&I loans are also certain SBA loans in which the loan is secured by underlying assets of the business (excludes SBA Paycheck Protection Program (“PPP”) loans from allowance for credit losses as these loans carry a 100% guarantee from the SBA). The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates. ​ Other loans - Loans in this classification consist of installment and consumer loans. Repayment is dependent on the credit quality of the individual borrower. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates. ​ Loan restructurings - The Company adopted ASU No. 2022-02 on January 1, 2023, which eliminates the recognition and measurement of a TDR. Due to the removal of the TDR designation, the Company applies the loan refinancing and restructuring guidance to determine whether a modification or other forms of restructuring result in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and/or a combinations of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows. Troubled debt restructurings - As allowed by ASC 326, the Company elected to maintain pools of loans accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether modifications to individual acquired financial assets accounted for in pools were TDRs as of the date of adoption. A loan for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, is considered to be a TDR. The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except when the value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows at the original interest rate of the loan. The allowance for credit losses on a TDR is measured using the same method as all other loans held for investment, except that the original interest rate is used to discount the expected cash flows, not the rate specified within the restructuring. Management estimates the allowance for credit losses on each loan pool using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historically observed credit loss experience of peer banks within our geography provide the basis for the estimation of expected credit losses on similar loan pools. Within the model, assumptions are made in the determination of probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods. Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of the peer group. These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables. Adjustments to the quantitative results are adjusted using qualitative factors. These factors include: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due loans; (6) the quality of our loan review system; (7) the value of underlying collateral for collateralized loans; (8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (9) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio. Collectively evaluated loans totaled $ 10.73 billion and $ 10.52 billion at December 31, 2023 and 2022, respectively. The associated allowance for credit losses on the collectively evaluated loans totaled $ 55.4 million and $ 57.1 million at December 31, 2023 and 2022, respectively. ​ Individually evaluated loans - Loans that do not share risk characteristics are evaluated on an individual basis based on various factors and are not included in the collective pool evaluation. Factors that may be considered are borrower delinquency trends and non-accrual status, probability of foreclosure or note sale, changes in the borrower’s circumstances or cash collections, borrower’s industry, or other facts and circumstances of the loan or collateral. For a loan that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans, the Company recognizes expected credit loss equal to the amount by 55 Table of Contents which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge-offs), except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated costs to sell the collateral if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. Individually evaluated loans totaled $ 35.4 million and $ 47.6 million at December 31, 2023 and 2022, respectively. The associated allowance for credit losses on the individually evaluated loans totaled $ 16.3 million and $ 26.4 million at December 31, 2023 and 2022, respectively. ​ The fair value of real estate collateral is determined based on recent appraised values. Appraisals are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Appraisals undergo a second review process to ensure that the methodology employed, and the values derived are reasonable. Generally, collateral values for real estate loans for which measurement of expected losses is dependent on collateral values are updated every twelve months. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the borrower and its business. Once the expected credit loss amount is determined, an allowance is provided for equal to the calculated expected credit loss and included in the allowance for credit losses. Pursuant to the Company’s policy, credit losses must be charged-off in the period the loans, or portions thereof, are deemed uncollectable. Allowance for credit losses on off-balance sheet credit exposures - The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures, which is included in other liabilities on the consolidated statements of financial condition, is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which is the same as the expected loss factor as determined based on the corresponding portfolio segment. ​ For further discussion of our loan accounting and acquisitions, see Note 2 - Merger and Note 5 - Loans. ​ Derivatives - The Company may engage in three types of derivatives depending on the Company’s intentions and belief as to the likely effectiveness as a hedge. These three types are (1) a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), (2) a hedge with the exposure to changes in fair value of an asset, liability, or firm commitment attributable to particular risk, such as interest risk (“fair value hedge”) or (3) an instrument with no hedging designation (“freestanding derivatives”). For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. Changes in fair value of the fair value derivative and the hedged item related to the hedged risk are recoginized in earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings as non-interest income. Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement same as the cash flows of the items being hedged. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific liabilities on the consolidated statements of financial condition. The Company also formally assesses, both at the hedge’s inception and on an on-going basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in cash flows of the hedged item, or treatment of the derivative as a hedge is no longer appropriate or intended. When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a cash flow hedge is discontinued but the hedged cash flows are still expected to occur, gains or losses that 56 Table of Contents were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transaction will affect earnings. The Company is exposed to losses if a counterparty fails to make its payments under a contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. All the contracts to which the Company is a party settle monthly. In addition, the Company obtains collateral above certain thresholds of the fair value of its hedges from each counterparty based upon their credit standing and the Company has netting agreements with the dealers with which it does business. Other Real Estate Owned (“OREO”) - Properties acquired as a result of foreclosure on a real estate loan or a deed in lieu of foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Physical possession of residential real estate collateralizing a one-to-four family residential loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through execution of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently accounted for at the lower of cost or fair value less estimated costs to sell. Declines in the recorded balance subsequent to acquisition by the Company are recorded through expense. Operating costs after acquisition are expensed. Premises and Fixed Assets, Net - Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives generally ranging from forty to fifty years . Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives generally ranging from three to ten years . Leases - On January 1, 2019, the Company adopted ASC 2016-02 "Leases (ASC Topic 842)" and subsequent amendments thereto, which requires the Company to recognize most leases on the consolidated statements of financial condition. The Company adopted the standard under a modified retrospective approach as of the date of adoption and elected to apply several of the available practical expedients, including: ● Carryover of historical lease determination and lease classification conclusions. ● Carryover of historical initial direct cost balances for existing leases. ● Accounting for lease and non-lease components in contracts in which the Company is a lessee as a single lease component. Adoption of the leasing standard resulted in the recognition of operating right-of-use assets, and operating lease liabilities. These amounts were determined based on the present value of remaining minimum lease payments, discounted using the Company’s incremental borrowing rate as of the date of adoption. There was no material impact to the timing of expense or income recognition in the Company’s consolidated statements of operations. Disclosures about the Company’s leasing activities are presented in Note 8. The Company made a policy election to exclude the recognition requirements of ASC 2016-02 on short-term leases with original terms of 12 months or less. Short-term lease payments are recognized in the income statement on a straight-line basis over the lease term. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion, and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. The Company does not sublease any of its leased properties. The Company does not lease properties from any related parties. Goodwill and Other Intangible Assets - Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and indefinite-lived intangible assets are not amortized, but tested for impairment at least annually, or more frequently if events and circumstances exist that indicate the carrying amount of the asset may be impaired. The Company performs its annual goodwill impairment test in the fourth quarter of every year, or more frequently if events or changes in circumstance indicate the asset might be impaired. Other intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible assets are amortized on an accelerated method over their estimated useful lives of ten years . 57 Table of Contents Servicing Right Assets - When real estate or C&I loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. SRAs are carried at the lower of cost or fair value and are amortized in proportion to, and over the period of, anticipated net servicing income. All separately recognized SRAs are required to be initially measured at fair value, if practicable. The estimated fair value of loan servicing assets is determined by calculating the present value of estimated future net servicing cash flows, using assumptions of prepayments, defaults, servicing costs and discount rates derived based upon actual historical results for the Bank, or, in the absence of such data, from historical results for the Bank’s peers. Capitalized loan servicing assets are stratified based on predominant risk characteristics of the underlying loans ( i.e., collateral, interest rate, servicing spread and maturity) for the purpose of evaluating impairment. A valuation allowance is then established in the event the recorded value of an individual stratum exceeds its fair value. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds, default rates, and losses. Transfers of Financial Assets - Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been legally isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Bank Owned Life Insurance - BOLI is carried at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or amounts due that are probable at settlement. Increases in the contract value are recorded as non-interest income in the consolidated statements of operations and insurance proceeds received are recorded as a reduction of the contract value. Income Taxes - Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount deemed more likely than not to be realized. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not satisfying the "more likely than not" test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to tax matters in income tax expense. The Company had no unrecognized tax positions at December 31, 2023 or 2022. Employee Benefits - The Bank maintains two noncontributory pension plans that existed before the Merger: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees. As the sponsor of a single employer defined benefit plan, the Company must do the following for the Employee Retirement Plan and BNB Bank Pension Plan: (1) recognize the funded status of the benefit plans in its statements of financial condition, measured as the difference between plan assets at fair value (with limited exceptions) and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation; (2) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit or cost. Amounts recognized in accumulated other comprehensive income, including the gains or losses, prior service costs or credits, and the transition asset or obligation are adjusted as they are subsequently recognized as components of net periodic benefit cost; (3) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end statements of financial condition (with limited exceptions); and (4) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. The Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and Outside Director Retirement Plan, were terminated by resolution of the Legacy Dime Board of Directors. The effective date of the Dime terminations was February 1, 2021, the Merger Date. The Company provides a 401(k) plan, which covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the 60 th day of employment, unless they elect not to participate. ​ The Holding Company and Bank maintain the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”), the Dime Community Bancshares, Inc. 2019 Equity Incentive Plan, (the “2019 Equity Incentive 58 Table of Contents Plan”), and the 2012 Stock-Based Compensation Plan (the “2012 Equity Incentive Plan”), (collectively the “Stock Plans”); which are discussed more fully in Note 20 Stock-Based Compensation. Under the Stock Plans, compensation cost is recognized for stock options and restricted stock awards issued to employees based on the fair value of the awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Holding Company’s common stock (“Common Stock”) at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Basic and Diluted EPS - Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if "in the money" stock options were exercised and converted into common stock, and prior to 2021, if all likely aggregate Long Term Incentive Plan ("LTIP") performance-based share awards (“PSA”) were issued. In determining the weighted average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested restricted stock award ("RSA") shares are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. Unvested RSA and PSA shares are recognized as a special class of participating securities under ASC 260, and are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. Comprehensive Income - Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income includes unrealized gains and losses on available-for-sale securities, unrealized gains and losses on cash flow hedges, and changes in the funded status of the pension plan, which are also recognized as separate components of equity. Comprehensive and accumulated comprehensive income are summarized in Note 3. Disclosures about Segments of an Enterprise and Related Information - The Company has one reportable segment, "Community Banking." All of the Company’s activities are interrelated, and each activity is dependent and assessed based on the manner in which it supports the other activities of the Company. For example, lending is dependent upon the ability of the Bank to fund itself with retail deposits and other borrowings and to manage interest rate and credit risk. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit. For the years ended December 31, 2023, 2022 and 2021, there was no customer that accounted for more than 10% of the Company's consolidated revenue. ​ Reclassifications – There have been no material reclassifications to prior year amounts to conform to their current presentation. ​ Adoption of New Accounting Standards ​ Standards Adopted in 2021 ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) The Company adopted ASU No. 2016-13 on January 1, 2021 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. ASU 2016-13 was effective for the Company as of January 1, 2020. Under Section 4014 of the CARES Act, financial institutions required to adopt ASU 2016-13 as of January 1, 2020 were provided an option to delay the adoption of the CECL Standard framework. The Company elected to defer adoption of the CECL Standard until January 1, 2021. The CECL Standard requires that the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts. This standard requires financial institutions and other organizations to use forward-looking information to better inform their credit loss estimates. Results for reporting periods beginning after January 1, 2021 are presented under the CECL Standard while prior period amounts will continue to be reported in accordance with previously applicable GAAP. The adoption of the CECL Standard resulted in an initial decrease of $ 3.9 million to the allowance for credit losses and an increase of $ 1.4 million to the reserve for unfunded commitments in other liabilities, for the year ended December 31, 2021. The after-tax cumulative-effect adjustment of $ 1.7 million was recorded in retained earnings as of January 1, 2021. 59 Table of Contents There were no held-to-maturity securities as of January 1, 2021 and, therefore, no impact from the adoption of the CECL Standard. ​ Standards Adopted in 2023 ASU 2020-04, Reference Rate Reform (Topic 848) ASU 2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. Once optional expedients are elected, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic within the Codification. As of July 1, 2023, the Company has transitioned LIBOR based transactions to other indexes. The LIBOR transition did not have a material effect on the Company's consolidated financial statements. ​ ASU 2021-01, Reference Rate Reform (Topic 848): Scope ASU 2021-01 clarifies that all derivative instruments affected by changes to the interest rates used for discounting, margining, or contract price alignment due to reference rate reform are in the scope of ASC 848. Entities may apply certain optional expedients in ASC 848 to derivative instruments that do not reference LIBOR or another rate expected to be discontinued as a result of reference rate reform if there is a change to the interest rate used for discounting, margining or contract price alignment. ASU 2020-01 is effective upon issuance and generally can be applied through December 31, 2022. As of July 1, 2023, the Company has transitioned LIBOR based derivatives to other indexes such as fallback rate SOFR. The LIBOR transition did not have a material effect on the Company's consolidated financial statements. ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method On March 28, 2022, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method. The purpose of this updated guidance is to further align risk management objectives with hedge accounting results on the application of the last-of-layer method, which was first introduced in ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2022-01 became effective for public business entities for fiscal years beginning after December 15, 2022, with early adoption in the interim period, permitted. For entities who have already adopted ASU 2017-12, immediate adoption is allowed. This ASU became effective for the Company on January 1, 2023, on a prospective basis. This standard did not have a material impact on the consolidated financial statements. ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ASU 2022-02 eliminates TDR recognition and measurement guidance and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. ASU 2022-02 enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. For entities that have adopted the amendments of ASU 2016-13, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This ASU became effective for the Company on January 1, 2023. The Company adopted ASU 2022-02 on its effective date using the modified retrospective method. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements. ​ 2. MERGER As described in Note 1. Summary of Significant Accounting Policies, on February 1, 2021, we completed our Merger with Legacy Dime. Pursuant to the merger agreement, Legacy Dime merged with and into Bridge with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” At the effective time of the Merger, each outstanding share of Legacy Dime common stock, par value $ 0.01 per share, was converted into 0.6480 shares of the Company’s common stock, par value $ 0.01 per share. 60 Table of Contents At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $ 0.01 was converted into one share of a newly created series of the Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock. In connection with the Merger, the Company assumed $ 115.0 million in aggregate principal amount of the 4.50 % Fixed-to-Floating Rate Subordinated Debentures due 2027 of Legacy Dime. The Merger constituted a business combination and was accounted for as a reverse merger using the acquisition method of accounting. As a result, Legacy Dime was the accounting acquirer and Bridge was the legal acquirer and the accounting acquiree. Accordingly, the historical financial statements of Legacy Dime became the historical financial statements of the combined company. In addition, the assets and liabilities of Bridge have been recorded at their estimated fair values and added to those of Legacy Dime as of the Merger Date. The determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are subjective and subject to change. The Company issued 21.2 million shares of its common stock to Legacy Dime stockholders in connection with the Merger, which represented 51.5 % of the voting interests in the Company upon completion of the Merger. In accordance with FASB ASC 805-40-30-2, the purchase price in a reverse acquisition is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition. The table below summarizes the ownership of the combined company following the Merger, for each shareholder group, as well as the market capitalization of the combined company using shares of Bridge and Legacy Dime common stock outstanding at January 31, 2021 and Bridge’s closing price on January 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dime Community Bancshares, Inc. Ownership and Market Value ​ ​ Number of ​ ​ ​ Market Value at ​ ​ Bridge ​ Percentage ​ $ 24.43 Bridge (Dollars and shares in thousands) ​ Outstanding Shares ​ Ownership ​ Share Price Bridge shareholders 19,993 48.5 % $ 488,420 Legacy Dime shareholders ​ 21,233 ​ 51.5 % ​ ​ 518,720 Total ​ 41,226 ​ 100.0 % ​ $ 1,007,140 ​ The table below summarizes the hypothetical number of shares as of January 31, 2021 that Legacy Dime would have to issue to give Bridge owners the same percentage ownership in the combined company. ​ ​ ​ ​ ​ ​ ​ ​ Hypothetical Legacy Dime Ownership ​ ​ Number of ​ ​ ​ ​ Legacy Dime ​ Percentage (Shares in thousands) ​ Outstanding Shares ​ Ownership Bridge shareholders 30,853 48.5 % Legacy Dime shareholders ​ 32,767 ​ 51.5 % Total ​ 63,620 ​ 100.0 % ​ The purchase price is calculated based on the number of hypothetical shares of Legacy Dime common stock issued to Bridge shareholders multiplied by the share price as demonstrated in the table below. ​ ​ ​ ​ (Dollars and shares in thousands) ​ ​ Number of hypothetical Legacy Dime shares issued to Bridge shareholders ​ 30,853 Legacy Dime market price per share as of February 1, 2021 $ 15.90 Purchase price determination of hypothetical Legacy Dime shares issued to Bridge shareholders $ 490,560 Value of Bridge stock options hypothetically converted to options to acquire shares of Legacy Dime common stock ​ 643 Cash in lieu of fractional shares ​ 7 Purchase price consideration $ 491,210 ​ 61 Table of Contents The following table provides the purchase price allocation as of the Merger Date and the Bridge assets acquired and liabilities assumed at their estimated fair value as of the Merger Date as recorded by Dime Community Bancshares. We recorded the estimate of fair value based on initial valuations available at the Merger Date. We finalized all valuations and recorded final adjustments during the fourth quarter of 2021. In the fourth quarter of 2021, we obtained additional information and evidence that resulted in a subsequent adjustment to decrease the estimated fair value of our acquired BNB Bank Pension Plan assets, which resulted in an increase to goodwill resulting from the Merger of $ 458 thousand, net of tax. The subsequent adjustment to assets acquired was recorded in other assets in the consolidated statements of financial condition. ​ ​ ​ ​ ​ (In thousands) ​ ​ ​ Purchase price consideration ​ $ 491,210 ​ ​ ​ ​ Fair value of assets acquired: ​ ​ ​ Cash and due from banks ​ ​ 715,988 Securities available-for-sale ​ ​ 651,997 Loans held for sale ​ ​ 10,000 Loans held for investment ​ ​ 4,531,640 Premises and fixed assets ​ ​ 37,881 Restricted stock ​ ​ 23,362 BOLI ​ ​ 94,085 Other intangible assets ​ ​ 10,984 Operating lease assets ​ ​ 45,603 Other assets ​ ​ 117,016 Total assets acquired ​ ​ 6,238,556 Fair value of liabilities assumed: ​ ​ ​ Deposits ​ ​ 5,405,575 Other short-term borrowings ​ ​ 216,298 Subordinated debt ​ ​ 83,200 Operating lease liabilities ​ ​ 45,285 Other liabilities ​ ​ 97,147 Total liabilities assumed ​ ​ 5,847,505 Fair value of net identifiable assets ​ ​ 391,051 Goodwill resulting from Merger ​ $ 100,159 ​ ​ ​ ​ ​ As a result of the Merger, we recorded $ 100.2 million of goodwill. The goodwill recorded is not deductible for income tax purposes. 62 Table of Contents The Company is required to record PCD assets, defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no credit loss expense affecting net income on acquisition of PCD assets. Changes in estimates of expected losses after acquisition are recognized as credit loss expense (or reversal of credit loss expense) in subsequent periods as they arise. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration shall be allocated to each individual asset. At the acquisition date, the initial allowance for credit losses determined on a collective basis shall be allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, shall be accreted to interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date. Information regarding loans acquired at the Merger Date are as follows: ​ ​ ​ ​ (In thousands) ​ ​ PCD loans: ​ Unpaid principal balance $ 295,306 Non-credit discount at acquisition ( 9,050 ) Unpaid principal balance, net 286,256 ​ ​ ​ Allowance for credit losses at acquisition ​ ( 52,284 ) Fair value at acquisition ​ 233,972 ​ ​ ​ Non-PCD loans: Unpaid principal balance 4,289,236 Premium at acquisition 8,432 Fair value at acquisition 4,297,668 ​ ​ Total fair value at acquisition $ 4,531,640 ​ Supplemental disclosures of cash flow information related to investing and financing activities regarding the Merger are as follows for the year ended December 31, 2021: ​ ​ ​ ​ (In thousands) ​ ​ Business combination: ​ Fair value of tangible assets acquired $ 6,227,572 Goodwill, core deposit intangible and other intangible assets acquired 111,143 Liabilities assumed 5,847,505 Purchase price consideration ​ 491,210 ​ Other intangible assets consisted of core deposit intangibles and a non-compete agreement with estimated fair values at the Merger Date of $ 10.2 million and $ 780 thousand, respectively. Core deposit intangibles are being amortized over a life of 10 years on an accelerated basis. The non-compete agreement was amortized over a life of 13 months . ​ ​ 63 Table of Contents ​ 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Activity in accumulated other comprehensive income (loss), net of tax, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ Securities ​ Defined ​ ​ ​ ​ Other ​ ​ Available- ​ Benefit ​ ​ ​ ​ Comprehensive (In thousands) for-Sale Plans Derivatives Loss Balance as of January 1, 2022 ​ $ ( 7,864 ) ​ $ ( 1,306 ) ​ $ 2,989 ​ $ ( 6,181 ) Other comprehensive (loss) income before reclassifications ​ ( 95,030 ) ​ ( 1,413 ) ​ 9,879 ​ ( 86,564 ) Amounts reclassified from accumulated other comprehensive income (loss) ​ 2,024 ​ ( 2,547 ) ​ ( 1,111 ) ​ ( 1,634 ) Net other comprehensive (loss) income during the period ​ ( 93,006 ) ​ ( 3,960 ) ​ 8,768 ​ ( 88,198 ) Balance as of December 31, 2022 ​ $ ( 100,870 ) ​ $ ( 5,266 ) ​ $ 11,757 ​ $ ( 94,379 ) Other comprehensive income (loss) before reclassifications ​ 7,498 ​ ( 109 ) ​ ( 8,091 ) ​ ( 702 ) Amounts reclassified from accumulated other comprehensive income (loss) ​ 3,130 ​ ( 1,055 ) ​ 1,427 ​ 3,502 Net other comprehensive income (loss) during the period ​ 10,628 ​ ( 1,164 ) ​ ( 6,664 ) ​ 2,800 Balance as of December 31, 2023 ​ $ ( 90,242 ) ​ $ ( 6,430 ) ​ $ 5,093 ​ $ ( 91,579 ) ​ The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 2021 Change in unrealized gain (loss) on securities: ​ ​ ​ Change in net unrealized gain (loss) during the period ​ $ 10,355 ​ $ ( 138,630 ) ​ $ ( 28,865 ) Reclassification adjustment for net losses (gains) included in net (loss) gain on sale of securities and other assets ​ 1,447 ​ — ​ ( 1,207 ) Accretion of net unrealized loss on securities transferred to held-to-maturity ​ ​ 3,142 ​ ​ 2,953 ​ ​ — Net change ​ 14,944 ​ ( 135,677 ) ​ ( 30,072 ) Tax expense (benefit) ​ 4,316 ​ ( 42,671 ) ​ ( 9,514 ) Net change in unrealized gain (loss) on securities, net of reclassification adjustments and tax ​ 10,628 ​ ( 93,006 ) ​ ( 20,558 ) Change in pension and other postretirement obligations: ​ ​ ​ Reclassification adjustment for expense included in other expense ​ ( 1,547 ) ​ ( 3,715 ) ​ ( 1,092 ) Reclassification adjustment for curtailment loss ​ ​ — ​ ​ — ​ ​ 1,543 Change in the net actuarial (loss) gain ​ ( 190 ) ​ ( 2,062 ) ​ 6,563 Net change ​ ( 1,737 ) ​ ( 5,777 ) ​ 7,014 Tax (benefit) expense ​ ( 573 ) ​ ( 1,817 ) ​ 2,234 Net change in pension and other postretirement obligations ​ ( 1,164 ) ​ ( 3,960 ) ​ 4,780 Change in unrealized gain (loss) on derivatives: ​ ​ ​ Change in net unrealized (loss) gain during the period ​ ( 11,782 ) ​ 14,412 ​ 5,277 Reclassification adjustment for loss included in loss on termination of derivatives ​ ​ — ​ ​ — ​ ​ 16,505 Reclassification adjustment for expense included in interest expense ​ 2,092 ​ ( 1,621 ) ​ 940 Net change ​ ( 9,690 ) ​ 12,791 ​ 22,722 Tax expense (benefit) ​ ( 3,026 ) ​ 4,023 ​ 7,201 Net change in unrealized gain (loss) on derivatives, net of reclassification adjustments and tax ​ ( 6,664 ) ​ 8,768 ​ 15,521 Other comprehensive income (loss), net of tax ​ $ 2,800 ​ $ ( 88,198 ) ​ $ ( 257 ) ​ ​ ​ 64 Table of Contents ​ 4. SECURITIES The following tables summarize the major categories of securities as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair (In thousands) Cost Gains Losses Value Securities available-for-sale: ​ ​ ​ ​ Agency notes ​ $ 10,000 ​ $ — ​ $ ( 629 ) ​ $ 9,371 Treasury securities ​ ​ 245,877 ​ ​ — ​ ​ ( 11,687 ) ​ ​ 234,190 Corporate securities ​ 174,978 ​ — ​ ( 23,808 ) ​ 151,170 Pass-through mortgage-backed securities ("MBS") issued by government sponsored entities ("GSEs") ​ 230,253 ​ 10 ​ ( 24,978 ) ​ 205,285 Agency CMOs ​ 305,860 ​ 46 ​ ( 46,491 ) ​ 259,415 State and municipal obligations ​ ​ 28,741 ​ ​ — ​ ​ ( 1,932 ) ​ ​ 26,809 Total securities available-for-sale ​ $ 995,709 ​ $ 56 ​ $ ( 109,525 ) ​ $ 886,240 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Amortized ​ Unrecognized ​ Unrecognized ​ Fair (In thousands) Cost Gains Losses Value Securities held-to-maturity: ​ ​ ​ ​ Agency notes ​ $ 89,563 ​ $ — ​ $ ( 11,300 ) ​ $ 78,263 Corporate securities ​ ​ 9,000 ​ ​ — ​ ​ ( 1,825 ) ​ ​ 7,175 Pass-through MBS issued by GSEs ​ ​ 279,853 ​ ​ — ​ ​ ( 37,579 ) ​ ​ 242,274 Agency CMOs ​ 216,223 ​ 16 ​ ( 27,021 ) ​ 189,218 Total securities held-to-maturity ​ $ 594,639 ​ $ 16 ​ $ ( 77,725 ) ​ $ 516,930 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair (In thousands) Cost Gains Losses Value Securities available-for-sale: ​ ​ ​ ​ Treasury securities ​ $ 246,899 ​ $ — ​ $ ( 19,643 ) ​ $ 227,256 Corporate securities ​ ​ 183,791 ​ 57 ​ ( 17,075 ) ​ 166,773 Pass-through MBS issued by GSEs ​ 272,774 ​ — ​ ( 31,534 ) ​ 241,240 Agency CMOs ​ 331,394 ​ 2 ​ ( 50,057 ) ​ 281,339 State and municipal obligations ​ 37,000 ​ ​ — ​ ​ ( 3,021 ) ​ ​ 33,979 Total securities available-for-sale ​ $ 1,071,858 ​ $ 59 ​ $ ( 121,330 ) ​ $ 950,587 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Amortized ​ Unrecognized ​ Unrecognized ​ Fair (In thousands) Cost Gains Losses Value Securities held-to-maturity: ​ ​ ​ ​ Agency notes ​ $ 89,157 ​ $ — ​ $ ( 14,095 ) ​ $ 75,062 Corporate securities ​ ​ 9,000 ​ ​ — ​ ​ ( 553 ) ​ ​ 8,447 Pass-through MBS issued by GSEs ​ ​ 278,281 ​ ​ — ​ ​ ( 40,960 ) ​ ​ 237,321 Agency CMOs ​ 209,360 ​ — ​ ( 24,431 ) ​ 184,929 Total securities held-to-maturity ​ $ 585,798 ​ $ — ​ $ ( 80,039 ) ​ $ 505,759 ​ During the year ended December 31, 2023, there were no transfers of securities from available-for-sale to securities held-to-maturity. There were no transfers of securities from held-to-maturity to available-for-sale during the year ended December 31, 2023. The Company reassessed classification of certain investments and transferred securities with a book value of $ 372.2 million from available-for-sale to securities held-to-maturity during the year ended December 31, 2022. The related unrealized losses of $ 27.7 million were converted to a discount that is being accreted through interest income on a level-yield method over the term of the securities, while the unrealized losses recorded in other comprehensive income are amortized out of other comprehensive income through interest income on a level-yield method over the remaining term of securities, with no net change to interest income. No gain or loss was recorded at the time of transfer. There were no transfers from securities held-to-maturity during the year ended December 31, 2022. There were $ 140.4 million transferred from securities available-for-sale to securities held-to-maturity during the year ended December 31, 2021. There were no transfers from securities held-to-maturity during the year ended December 31, 2021. 65 Table of Contents The carrying amount of securities pledged at December 31, 2023 and 2022 was $ 457.7 million and $ 631.4 million, respectively. The pledged securities are mainly used as collateral for a portion of the Company’s municipal deposit portfolio. At December 31, 2023 and 2022, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10 % of stockholders’ equity. The amortized cost and fair value of securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Amortized ​ Fair (In thousands) ​ Cost ​ Value Available-for-sale ​ ​ ​ ​ ​ ​ Within one year ​ $ 88,498 ​ $ 86,233 One to five years ​ ​ 198,552 ​ ​ 186,041 Five to ten years ​ ​ 172,546 ​ ​ 149,266 Beyond ten years ​ ​ — ​ ​ — Pass-through MBS issued by GSEs and agency CMO ​ ​ 536,113 ​ ​ 464,700 Total ​ $ 995,709 ​ $ 886,240 ​ ​ ​ ​ ​ ​ ​ Held-to-maturity ​ ​ ​ ​ ​ ​ Within one year ​ $ — ​ $ — One to five years ​ ​ 19,783 ​ ​ 18,397 Five to ten years ​ ​ 78,780 ​ ​ 67,041 Beyond ten years ​ ​ — ​ ​ — Pass-through MBS issued by GSEs and agency CMO ​ ​ 496,076 ​ ​ 431,492 Total ​ $ 594,639 ​ $ 516,930 ​ The following table presents the information related to sales of securities available-for-sale for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 2021 Proceeds ​ $ 77,804 ​ $ — ​ $ 138,077 Gross gains ​ ​ 130 ​ ​ — ​ ​ 1,327 Tax expense on gains ​ ​ 39 ​ ​ — ​ ​ 421 Gross losses ​ ​ 1,577 ​ ​ — ​ ​ 120 Tax benefit on losses ​ ​ 467 ​ ​ — ​ ​ 38 ​ Equity securities included in other assets in the consolidated statements of financial condition had a fair value of $ 2.2 million as of December 31, 2023. Net loss on equity securities of $ 758 thousand was recognized for the year ended December 31, 2023. Marketable equity securities were fully liquidated in connection with the termination of the BMP. Prior to termination, the Company held marketable equity securities as the underlying mutual fund investments of the BMP, held in a rabbi trust. A summary of the sales of marketable equity securities is listed below for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 2021 Proceeds: ​ ​ ​ ​ Marketable equity securities ​ $ — ​ $ — ​ $ 6,101 ​ The related gain or loss on marketable equity securities shown in the consolidated statements of operations was due to market valuation changes. Net gain on marketable equity securities of $ 131 thousand were recognized for the year ended December 31, 2021. There were no sales of securities held-to-maturity during the years ended December 31, 2023, 2022, or 2021. 66 Table of Contents The following table summarizes the gross unrealized losses and fair value of securities aggregated by investment category and the length of time the securities were in a continuous unrealized loss position for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Less than 12 ​ 12 Consecutive ​ ​ ​ ​ ​ ​ ​ ​ Consecutive Months ​ Months or Longer ​ Total ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized (In thousands) Value Losses Value Losses Value Losses Securities available-for-sale: ​ ​ ​ ​ ​ ​ Agency notes ​ $ — ​ $ — ​ $ 9,371 ​ $ 629 ​ $ 9,371 ​ $ 629 Treasury securities ​ ​ — ​ ​ — ​ ​ 234,190 ​ ​ 11,687 ​ ​ 234,190 ​ ​ 11,687 Corporate securities ​ ​ 20,935 ​ ​ 917 ​ ​ 130,235 ​ ​ 22,891 ​ ​ 151,170 ​ ​ 23,808 Pass-through MBS issued by GSEs ​ ​ — ​ ​ — ​ ​ 203,469 ​ ​ 24,978 ​ ​ 203,469 ​ ​ 24,978 Agency CMOs ​ ​ — ​ ​ — ​ ​ 251,900 ​ ​ 46,491 ​ ​ 251,900 ​ ​ 46,491 State and municipal obligations ​ 1,796 ​ 54 ​ 21,513 ​ 1,878 ​ ​ 23,309 ​ ​ 1,932 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Less than 12 ​ 12 Consecutive ​ ​ ​ ​ ​ ​ ​ ​ Consecutive Months ​ Months or Longer ​ Total ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized (In thousands) Value Losses Value Losses Value Losses Securities available-for-sale: ​ ​ ​ ​ ​ ​ Treasury securities ​ $ — ​ $ — ​ $ 227,256 ​ $ 19,643 ​ $ 227,256 ​ $ 19,643 Corporate securities ​ ​ 110,707 ​ ​ 8,494 ​ ​ 50,116 ​ ​ 8,581 ​ ​ 160,823 ​ ​ 17,075 Pass-through MBS issued by GSEs ​ ​ 50,813 ​ ​ 2,010 ​ ​ 190,427 ​ ​ 29,524 ​ ​ 241,240 ​ ​ 31,534 Agency CMOs ​ ​ 55,924 ​ ​ 3,454 ​ ​ 220,413 ​ ​ 46,603 ​ ​ 276,337 ​ ​ 50,057 State and municipal obligations ​ ​ 10,848 ​ 174 ​ 22,681 ​ 2,847 ​ ​ 33,529 ​ ​ 3,021 ​ As of December 31, 2023, none of the Company’s available-for-sale debt securities were in an unrealized loss position due to credit and therefore no allowance for credit losses on available-for-sale debt securities was required. Additionally, given the high-quality composition of the Company’s held-to-maturity portfolio, the Company did not record an allowance for credit losses on the held-to-maturity portfolio. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Accrued interest receivable on securities totaled $ 5.3 million and $ 5.4 million at December 31, 2023 and 2022 respectively, and was excluded from the amortized cost and estimated fair value totals in the table above. ​ Management evaluates available-for-sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than amortized cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. ​ At December 31, 2023, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment was directly related to changes in interest rates. The Company generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The following major security types held by the Company are all issued by U.S. government entities and agencies and therefore either explicitly or implicitly guaranteed by the U.S. government: Agency Notes, Treasury Securities, Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations. Substantially all of the corporate bonds within the portfolio have maintained an investment grade rating by either Kroll, Egan-Jones, Fitch, Moody’s or Standard and Poor’s. None of the unrealized losses are related to credit losses. Substantially all of the state and municipal obligations within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the debt. The fair value is expected to recover as the securities approach maturity. ​ 67 Table of Contents 5. LOANS HELD FOR INVESTMENT, NET The following table presents the loan categories for the period ended as indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) 2023 2022 One-to-four family residential and cooperative/condominium apartment ​ $ 887,555 ​ $ 773,321 Multifamily residential and residential mixed-use ​ ​ 4,017,176 ​ ​ 4,026,826 CRE ​ ​ 4,620,900 ​ ​ 4,457,630 ADC ​ ​ 168,513 ​ ​ 229,663 Total real estate loans ​ ​ 9,694,144 ​ ​ 9,487,440 C&I ​ ​ 1,066,938 ​ ​ 1,071,712 Other loans ​ 5,755 ​ 7,679 Total ​ 10,766,837 ​ 10,566,831 Fair value hedge basis point adjustments (1) ​ ​ 6,591 ​ ​ — Total loans, net of fair value hedge basis point adjustments ​ ​ 10,773,428 ​ ​ 10,566,831 Allowance for credit losses ​ ( 71,743 ) ​ ( 83,507 ) Loans held for investment, net ​ $ 10,701,685 ​ $ 10,483,324 (1) At December 31, 2023, the loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged one-to-four family residential mortgage loans, multifamily residential mortgage loans and CRE loans. C&I loans included SBA PPP loans totaling $ 1.1 million and $ 5.8 million at December 31, 2023 and 2022, respectively. In June 2021, the Company sold $ 596.2 million of SBA PPP loans and recorded a gain of $ 20.7 million in gain on sale of SBA loans in the consolidated statements of operations. The following tables present data regarding the allowance for credit losses activity for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-Four ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ Multifamily ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential and ​ Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cooperative/ ​ and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condominium ​ Residential ​ ​ ​ ​ ​ ​ Total Real ​ ​ ​ ​ Other ​ ​ ​ (In thousands) ​ Apartment Mixed-Use CRE ADC Estate C&I ​ Loans Total Ending balance as of December 31, 2020 ​ $ 644 ​ $ 17,016 ​ $ 9,059 ​ $ 1,993 ​ $ 28,712 ​ $ 12,737 ​ $ 12 ​ $ 41,461 Impact of adopting CECL as of January 1, 2021 ​ ​ 1,048 ​ ​ ( 8,254 ) ​ ​ 4,849 ​ ​ 381 ​ ( 1,976 ) ​ ( 1,935 ) ​ ​ ( 8 ) ​ ​ ( 3,919 ) Beginning balance as of January 1, 2021 ​ ​ 1,692 ​ ​ 8,762 ​ ​ 13,908 ​ ​ 2,374 ​ ​ 26,736 ​ 10,802 ​ ​ 4 ​ ​ 37,542 Day 1 acquired PCD loans ​ ​ 2,220 ​ ​ 3,292 ​ ​ 23,124 ​ ​ 117 ​ ​ 28,753 ​ 23,374 ​ ​ 157 ​ ​ 52,284 Provision for credit losses ​ ​ 1,975 ​ ​ ( 3,921 ) ​ ​ ( 4,497 ) ​ ​ 2,366 ​ ( 4,077 ) ​ 6,016 ​ ​ 1,364 ​ 3,303 Charge-offs ​ ​ ( 20 ) ​ ​ ( 391 ) ​ ​ ( 3,406 ) ​ ​ — ​ ( 3,817 ) ​ ( 4,984 ) ​ ​ ( 777 ) ​ ( 9,578 ) Recoveries ​ ​ 65 ​ ​ 74 ​ ​ 37 ​ ​ — ​ 176 ​ ​ 123 ​ ​ 3 ​ 302 Ending balance as of December 31, 2021 ​ $ 5,932 ​ $ 7,816 ​ $ 29,166 ​ $ 4,857 ​ $ 47,771 ​ $ 35,331 ​ $ 751 ​ $ 83,853 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision (credit) for credit losses ​ 37 ​ ​ 542 ​ ​ ( 1,891 ) ​ ​ ( 3,134 ) ​ ( 4,446 ) ​ ​ 11,786 ​ ​ ( 430 ) ​ 6,910 Charge-offs ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ ( 11,401 ) ​ ​ ( 53 ) ​ ( 11,454 ) Recoveries ​ — ​ ​ 2 ​ ​ 54 ​ ​ — ​ 56 ​ ​ 4,137 ​ ​ 5 ​ 4,198 Ending balance as of December 31, 2022 ​ $ 5,969 ​ $ 8,360 ​ $ 27,329 ​ $ 1,723 ​ $ 43,381 ​ $ 39,853 ​ $ 273 ​ $ 83,507 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision (credit) for credit losses ​ 858 ​ ​ ( 1,121 ) ​ ​ ( 721 ) ​ ​ 266 ​ ( 718 ) ​ 3,464 ​ ​ 129 ​ 2,875 Charge-offs ​ ( 14 ) ​ ​ ( 2 ) ​ ​ — ​ ​ — ​ ( 16 ) ​ ( 15,364 ) ​ ​ ( 300 ) ​ ( 15,680 ) Recoveries ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ 1,024 ​ ​ 17 ​ 1,041 Ending balance as of December 31, 2023 ​ $ 6,813 ​ $ 7,237 ​ $ 26,608 ​ $ 1,989 ​ $ 42,647 ​ $ 28,977 ​ $ 119 ​ $ 71,743 ​ 68 Table of Contents The following tables present the amortized cost basis of loans on non-accrual status as of the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Non-accrual with ​ ​ Non-accrual with ​ ​ ​ (In thousands) No Allowance Allowance Reserve One-to-four family residential and cooperative/condominium apartment ​ $ — ​ $ 3,248 ​ $ 133 CRE ​ 2,298 ​ 8,229 ​ ​ 832 ADC ​ ​ — ​ ​ 657 ​ ​ 305 C&I ​ ​ 1,482 ​ ​ 13,185 ​ ​ 12,932 Total ​ $ 3,780 ​ $ 25,319 ​ $ 14,202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Non-accrual with ​ ​ Non-accrual with ​ ​ ​ (In thousands) No Allowance Allowance Reserve One-to-four family residential and cooperative/condominium apartment ​ $ — ​ $ 3,203 ​ $ 181 CRE ​ 4,915 ​ 3,417 ​ ​ 1,424 ADC ​ ​ 657 ​ ​ — ​ ​ — C&I ​ ​ 503 ​ ​ 21,443 ​ ​ 20,685 Other ​ ​ — ​ ​ 99 ​ ​ 99 Total ​ $ 6,075 ​ $ 28,162 ​ $ 22,389 ​ The Company did not recognize interest income on non-accrual loans held for investment during the years ended December 31, 2023 or 2022. ​ The following tables summarize the past due status of the Company’s investment in loans as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Loans 90 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Days or ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ 30 to 59 ​ 60 to 89 ​ More Past Due ​ ​ ​ ​ Past Due ​ ​ ​ ​ ​ ​ ​ ​ Days ​ Days ​ and Still ​ ​ ​ and ​ ​ ​ ​ Total (In thousands) Past Due Past Due Accruing Interest Non-accrual Non-accrual Current Loans Real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-four family residential, including condominium and cooperative apartment ​ $ 4,071 ​ $ 73 ​ $ — ​ $ 3,248 ​ $ 7,392 ​ $ 880,163 ​ $ 887,555 Multifamily residential and residential mixed-use ​ — ​ — ​ — ​ — ​ — ​ 4,017,176 ​ 4,017,176 CRE ​ 3,160 ​ 208 ​ — ​ 10,527 ​ 13,895 ​ 4,607,005 ​ 4,620,900 ADC ​ 430 ​ — ​ — ​ 657 ​ 1,087 ​ 167,426 ​ 168,513 Total real estate ​ 7,661 ​ 281 ​ — ​ 14,432 ​ 22,374 ​ 9,671,770 ​ 9,694,144 C&I ​ 4,316 ​ ​ 1,009 ​ ​ — ​ ​ 14,667 ​ 19,992 ​ 1,046,946 ​ 1,066,938 Other ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,755 ​ ​ 5,755 Total ​ $ 11,977 ​ $ 1,290 ​ $ — ​ $ 29,099 ​ $ 42,366 ​ $ 10,724,471 ​ $ 10,766,837 ​ 69 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Loans 90 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Days or ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ 30 to 59 ​ 60 to 89 ​ More Past Due ​ ​ ​ ​ Past Due ​ ​ ​ ​ ​ ​ ​ ​ Days ​ Days ​ and Still ​ ​ ​ and ​ ​ ​ ​ Total (In thousands) Past Due Past Due Accruing Interest Non-accrual Non-accrual Current Loans Real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-four family residential, including condominium and cooperative apartment ​ $ 686 ​ $ — ​ $ — ​ $ 3,203 ​ $ 3,889 ​ $ 769,432 ​ $ 773,321 Multifamily residential and residential mixed-use ​ 4,817 ​ — ​ — ​ — ​ 4,817 ​ 4,022,009 ​ 4,026,826 CRE ​ 14,189 ​ — ​ — ​ 8,332 ​ 22,521 ​ 4,435,109 ​ 4,457,630 ADC ​ — ​ — ​ — ​ 657 ​ 657 ​ 229,006 ​ 229,663 Total real estate ​ 19,692 ​ — ​ — ​ 12,192 ​ 31,884 ​ 9,455,556 ​ 9,487,440 C&I ​ 3,561 ​ ​ 741 ​ ​ — ​ ​ 21,946 ​ 26,248 ​ 1,045,464 ​ 1,071,712 Other ​ ​ 264 ​ ​ 1 ​ ​ — ​ ​ 99 ​ ​ 364 ​ ​ 7,315 ​ ​ 7,679 Total ​ $ 23,517 ​ $ 742 ​ $ — ​ $ 34,237 ​ $ 58,496 ​ $ 10,508,335 ​ $ 10,566,831 ​ Accruing Loans 90 Days or More Past Due: ​ At December 31, 2023 and 2022, there were no accruing loans 90 days or more past due. Collateral Dependent Loans: ​ The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 ​ ​ Real Estate ​ Associated Allowance ​ Real Estate ​ Associated Allowance (In thousands) ​ Collateral Dependent ​ for Credit Losses ​ Collateral Dependent ​ for Credit Losses CRE ​ $ 8,903 ​ $ 621 ​ $ 7,391 ​ $ 1,297 ADC ​ ​ 657 ​ ​ 305 ​ ​ 657 ​ ​ — C&I ​ ​ 1,444 ​ ​ — ​ ​ 949 ​ ​ — Total ​ $ 11,004 ​ $ 926 ​ $ 8,997 ​ $ 1,297 ​ Related Party Loans Certain directors, executive officers, and their related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during 2023. The following table sets forth selected information about related party loans: ​ ​ ​ ​ ​ ​ Year Ended (In thousands) December 31, 2023 Beginning balance ​ $ 4,956 New loans ​ ​ 531 Repayments ​ ​ ( 565 ) Balance at end of period ​ $ 4,922 ​ Loan Restructurings The Company adopted ASU No. 2022-02 on January 1, 2023, which eliminates the recognition and measurement of a TDR. Due to the removal of the TDR designation, the Company applies the loan refinancing and restructuring guidance to determine whether a modification or other forms of restructuring result in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and/or a combinations of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows. ​ 70 Table of Contents The following table shows the amortized cost basis as of December 31, 2023 of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of concession granted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Term ​ Significant ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ Significant ​ Extension and ​ Payment Delay ​ ​ ​ ​ Total Class ​ ​ ​ Term ​ Payment ​ Significant ​ and Interest ​ ​ ​ of Financing ​ (Dollars in thousands) Extension Delay Payment Delay Rate Reduction Total Receivable ​ One-to-four family residential and cooperative/condominium apartment $ — $ 2,856 $ 92 ​ $ — $ 2,948 0.3 % Multifamily residential and residential mixed-use ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 0.0 ​ CRE ​ ​ — ​ ​ 24,706 ​ ​ — ​ ​ — ​ ​ 24,706 ​ 0.5 ​ ADC ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 0.0 ​ C&I ​ 1,789 ​ 12,020 ​ 520 ​ 298 ​ 14,627 ​ 1.4 ​ Other ​ ​ — ​ ​ — ​ — ​ — ​ — ​ 0.0 ​ Total ​ $ 1,789 ​ $ 39,582 ​ $ 612 ​ $ 298 ​ $ 42,281 ​ 0.4 % ​ The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 ​ ​ ​ ​ ​ Weighted Average ​ ​ Weighted Average ​ Weighted Average ​ Payment Delay ​ ​ Interest Rate ​ Months of ​ or Principal (Dollars in thousands) Reductions ​ Term Extensions Forgiveness One-to-four family residential and cooperative/condominium apartment — % ​ 189 ​ $ 76 Multifamily residential and residential mixed-use ​ — ​ ​ — ​ ​ — CRE ​ — ​ ​ — ​ ​ 988 ADC ​ — ​ ​ — ​ ​ — C&I ​ 4.27 ​ ​ 13 ​ ​ 2,406 Other ​ — ​ ​ — ​ ​ — Total ​ 4.27 % ​ 202 ​ $ 3,470 ​ The Bank monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table describes the performance of loans that have been modified during the year ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ 30-59 ​ 60-89 ​ 90+ ​ ​ ​ ​ (Dollars in thousands) Current Days Past Due Days Past Due Days Past Due Non-Accrual Total One-to-four family residential and cooperative/condominium apartment $ 2,856 ​ $ — ​ $ — ​ $ — ​ $ 92 ​ $ 2,948 Multifamily residential and residential mixed-use ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ — CRE ​ ​ 24,706 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 24,706 ADC ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — C&I ​ 12,496 ​ — ​ — ​ — ​ ​ 2,131 ​ 14,627 Other ​ — ​ — ​ — ​ — ​ ​ — ​ — Total ​ $ 40,058 ​ $ — ​ $ — ​ $ — ​ $ 2,223 ​ $ 42,281 ​ There were no loans made to borrowers experiencing financial difficulty that were modified during the year ended December 31, 2023, that subsequently defaulted. For the purposes of this disclosure, a payment default is defined as 90 or more days past due and still accruing. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms. ​ Prior to our adoption of ASU 2022-02, as of December 31, 2022, the Company had TDRs totaling $ 22.1 million. The Company had allocated $ 9.1 million of allowance for those loans at December 31, 2022, with no commitments to lend additional amounts. As of December 31, 2021, the Company had TDRs totaling $ 942 thousand. The Company had allocated $ 48 3 thousand of allowance for those loans at December 31, 2021, with no commitments to lend additional amounts. During the year ended December 31, 2022, TDR modifications included reduction of outstanding principal, extensions of maturity dates, or favorable interest rates and loan terms than the prevailing market interest rates and loan terms. 71 Table of Contents ​ During the year ended December 31, 2022, the Company modified one CRE loan as a TDR, and one Acquisition, Development, and Construction loan, which subsequently paid off during the year. During the year ended December 31, 2021, the Company modified one CRE loan as a TDR, which subsequently paid off during the year. ​ The following table presents the loans by category modified as TDRs that occurred during the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Modifications During the Year Ended December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ Pre- ​ ​ Post- ​ ​ ​ ​ Pre- ​ ​ Post- ​ ​ ​ ​ ​ Modification ​ ​ Modification ​ ​ ​ ​ Modification ​ ​ Modification ​ ​ ​ ​ ​ Outstanding ​ ​ Outstanding ​ ​ ​ ​ Outstanding ​ ​ Outstanding ​ ​ Number ​ ​ Recorded ​ ​ Recorded ​ Number ​ ​ Recorded ​ ​ Recorded (Dollars in thousands) ​ of Loans ​ ​ Investment ​ ​ Investment ​ of Loans ​ ​ Investment ​ ​ Investment One-to-four family residential and cooperative/condominium apartment ​ 2 ​ $ 762 ​ $ 762 ​ 2 ​ $ 467 ​ $ 467 CRE ​ 1 ​ ​ 991 ​ ​ 991 ​ 1 ​ ​ 10,000 ​ ​ 10,000 ADC ​ 1 ​ ​ 13,500 ​ ​ 13,500 ​ — ​ ​ — ​ ​ — C&I ​ 7 ​ ​ 21,934 ​ ​ 21,938 ​ 1 ​ ​ 456 ​ ​ 488 Other ​ 1 ​ ​ 276 ​ ​ 276 ​ — ​ ​ — ​ ​ — Total ​ 12 ​ $ 37,463 ​ $ 37,467 ​ 4 ​ $ 10,923 ​ $ 10,955 ​ There were no TDR charge-offs during the years ended December 31, 2022 and 2021. ​ Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit structure, loan documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying them as to credit risk. The Company uses the following definitions for risk ratings: ​ Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date. Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of then existing facts, conditions, and values, highly questionable and improbable. 72 Table of Contents The following is a summary of the credit risk profile of loans by internally assigned grade as of the periods indicated, the years represent the year of origination for non-revolving loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 (In thousands) ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ 2018 and Prior ​ Revolving ​ Revolving-Term ​ Total One-to-four family residential, and condominium/cooperative apartment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 170,601 ​ $ 213,479 ​ $ 102,684 ​ $ 69,524 ​ $ 62,356 ​ $ 213,131 ​ $ 31,205 ​ $ 12,493 ​ $ 875,473 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 33 ​ ​ 159 ​ ​ 776 ​ ​ 968 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,005 ​ ​ 337 ​ ​ 8,711 ​ ​ — ​ ​ 1,061 ​ ​ 11,114 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total one-to-four family residential, and condominium/cooperative apartment ​ ​ 170,601 ​ ​ 213,479 ​ ​ 102,684 ​ ​ 70,529 ​ ​ 62,693 ​ ​ 221,875 ​ ​ 31,364 ​ ​ 14,330 ​ ​ 887,555 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 14 ​ ​ 14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multifamily residential and residential mixed-use: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 256,822 ​ ​ 1,340,197 ​ ​ 578,352 ​ ​ 283,633 ​ ​ 384,937 ​ ​ 981,820 ​ ​ 4,841 ​ ​ 4,325 ​ ​ 3,834,927 Special mention ​ ​ — ​ ​ — ​ ​ 9,334 ​ ​ 3,880 ​ ​ 3,886 ​ ​ 64,273 ​ ​ — ​ ​ — ​ ​ 81,373 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 28,799 ​ ​ 5,089 ​ ​ 66,988 ​ ​ — ​ ​ — ​ ​ 100,876 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total multifamily residential and residential mixed-use ​ ​ 256,822 ​ ​ 1,340,197 ​ ​ 587,686 ​ ​ 316,312 ​ ​ 393,912 ​ ​ 1,113,081 ​ ​ 4,841 ​ ​ 4,325 ​ ​ 4,017,176 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2 ​ ​ — ​ ​ — ​ ​ 2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 417,973 ​ ​ 990,748 ​ ​ 817,171 ​ ​ 566,427 ​ ​ 484,930 ​ ​ 1,025,160 ​ ​ 24,839 ​ ​ 11,538 ​ ​ 4,338,786 Special mention ​ ​ — ​ ​ 28,770 ​ ​ 19,872 ​ ​ 88,040 ​ ​ 10,484 ​ ​ 5,754 ​ ​ — ​ ​ 17,862 ​ ​ 170,782 Substandard ​ ​ — ​ ​ — ​ ​ 151 ​ ​ 61,424 ​ ​ 7,289 ​ ​ 42,468 ​ ​ — ​ ​ — ​ ​ 111,332 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total CRE ​ ​ 417,973 ​ ​ 1,019,518 ​ ​ 837,194 ​ ​ 715,891 ​ ​ 502,703 ​ ​ 1,073,382 ​ ​ 24,839 ​ ​ 29,400 ​ ​ 4,620,900 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADC: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 16,735 ​ ​ 17,534 ​ ​ 59,202 ​ ​ 9,900 ​ ​ 2,665 ​ ​ 437 ​ ​ 22,444 ​ ​ 225 ​ ​ 129,142 Special mention ​ ​ — ​ ​ 11,500 ​ ​ 14,961 ​ ​ — ​ ​ 12,253 ​ ​ — ​ ​ — ​ ​ — ​ ​ 38,714 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 657 ​ ​ 657 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ADC ​ ​ 16,735 ​ ​ 29,034 ​ ​ 74,163 ​ ​ 9,900 ​ ​ 14,918 ​ ​ 437 ​ ​ 22,444 ​ ​ 882 ​ ​ 168,513 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ C&I: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 60,771 ​ ​ 138,145 ​ ​ 24,865 ​ ​ 25,371 ​ ​ 25,142 ​ ​ 37,019 ​ ​ 620,799 ​ ​ 31,467 ​ ​ 963,579 Special mention ​ ​ 481 ​ ​ 12,912 ​ ​ 1,199 ​ ​ 905 ​ ​ 1,204 ​ ​ 159 ​ ​ 21,108 ​ ​ 7,444 ​ ​ 45,412 Substandard ​ ​ — ​ ​ 1,857 ​ ​ 2,045 ​ ​ 5,577 ​ ​ 1,768 ​ ​ 11,936 ​ ​ 15,567 ​ ​ 18,449 ​ ​ 57,199 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 748 ​ ​ — ​ ​ — ​ ​ 748 Total C&I ​ ​ 61,252 ​ ​ 152,914 ​ ​ 28,109 ​ ​ 31,853 ​ ​ 28,114 ​ ​ 49,862 ​ ​ 657,474 ​ ​ 57,360 ​ ​ 1,066,938 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ 77 ​ ​ 38 ​ ​ 4,166 ​ ​ 2,229 ​ ​ 5,464 ​ ​ 3,390 ​ ​ 15,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 922,902 ​ ​ 2,700,103 ​ ​ 1,582,274 ​ ​ 954,855 ​ ​ 960,030 ​ ​ 2,257,567 ​ ​ 704,128 ​ ​ 60,048 ​ ​ 10,141,907 Special mention ​ ​ 481 ​ ​ 53,182 ​ ​ 45,366 ​ ​ 92,825 ​ ​ 27,827 ​ ​ 70,219 ​ ​ 21,267 ​ ​ 26,082 ​ ​ 337,249 Substandard ​ ​ — ​ ​ 1,857 ​ ​ 2,196 ​ ​ 96,805 ​ ​ 14,483 ​ ​ 130,103 ​ ​ 15,567 ​ ​ 20,167 ​ ​ 281,178 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 748 ​ ​ — ​ ​ — ​ ​ 748 Total Loans ​ $ 923,383 ​ $ 2,755,142 ​ $ 1,629,836 ​ $ 1,144,485 ​ $ 1,002,340 ​ $ 2,458,637 ​ $ 740,962 ​ $ 106,297 ​ $ 10,761,082 YTD Gross Charge-Offs ​ $ — ​ $ — ​ $ 77 ​ $ 38 ​ $ 4,166 ​ $ 2,231 ​ $ 5,464 ​ $ 3,404 ​ $ 15,380 ​ 73 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 (In thousands) ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ 2018 ​ 2017 and Prior ​ Revolving ​ Revolving-Term ​ Total One-to-four family residential, and condominium/cooperative apartment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 225,031 ​ $ 108,185 ​ $ 72,732 ​ $ 65,515 ​ $ 66,038 ​ $ 164,338 ​ $ 41,172 ​ $ 12,563 ​ $ 755,574 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 735 ​ ​ 1,175 ​ ​ 579 ​ ​ 726 ​ ​ 3,215 Substandard ​ ​ — ​ ​ — ​ ​ 1,026 ​ ​ 1,227 ​ ​ 407 ​ ​ 10,779 ​ ​ — ​ ​ 1,093 ​ ​ 14,532 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total one-to-four family residential, and condominium/cooperative apartment ​ ​ 225,031 ​ ​ 108,185 ​ ​ 73,758 ​ ​ 66,742 ​ ​ 67,180 ​ ​ 176,292 ​ ​ 41,751 ​ ​ 14,382 ​ ​ 773,321 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multifamily residential and residential mixed-use: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 1,386,549 ​ ​ 582,393 ​ ​ 316,424 ​ ​ 395,933 ​ ​ 127,074 ​ ​ 1,107,281 ​ ​ 12,584 ​ ​ — ​ ​ 3,928,238 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,183 ​ ​ — ​ ​ 14,168 ​ ​ — ​ ​ — ​ ​ 25,351 Substandard ​ ​ — ​ ​ — ​ ​ 12,294 ​ ​ 7,001 ​ ​ 20,311 ​ ​ 33,631 ​ ​ — ​ ​ — ​ ​ 73,237 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total multifamily residential and residential mixed-use ​ ​ 1,386,549 ​ ​ 582,393 ​ ​ 328,718 ​ ​ 414,117 ​ ​ 147,385 ​ ​ 1,155,080 ​ ​ 12,584 ​ ​ — ​ ​ 4,026,826 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 1,021,622 ​ ​ 854,240 ​ ​ 753,552 ​ ​ 510,332 ​ ​ 308,265 ​ ​ 868,099 ​ ​ 34,362 ​ ​ 24,767 ​ ​ 4,375,239 Special mention ​ ​ 2,864 ​ ​ — ​ ​ 19,655 ​ ​ 4,653 ​ ​ 14,372 ​ ​ 15,478 ​ ​ — ​ ​ — ​ ​ 57,022 Substandard ​ ​ — ​ ​ 151 ​ ​ 4,550 ​ ​ 7,947 ​ ​ 1,131 ​ ​ 11,590 ​ ​ — ​ ​ — ​ ​ 25,369 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total CRE ​ ​ 1,024,486 ​ ​ 854,391 ​ ​ 777,757 ​ ​ 522,932 ​ ​ 323,768 ​ ​ 895,167 ​ ​ 34,362 ​ ​ 24,767 ​ ​ 4,457,630 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADC: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 36,877 ​ ​ 152,543 ​ ​ 11,242 ​ ​ 15,943 ​ ​ — ​ ​ 2,087 ​ ​ 10,033 ​ ​ 281 ​ ​ 229,006 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ ​ — ​ ​ 657 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 657 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ADC ​ ​ 36,877 ​ ​ 153,200 ​ ​ 11,242 ​ ​ 15,943 ​ ​ — ​ ​ 2,087 ​ ​ 10,033 ​ ​ 281 ​ ​ 229,663 YTD Gross Charge-Offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ C&I: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 175,347 ​ ​ 36,511 ​ ​ 42,103 ​ ​ 37,030 ​ ​ 20,628 ​ ​ 33,343 ​ ​ 628,560 ​ ​ 22,239 ​ ​ 995,761 Special mention ​ ​ 3,770 ​ ​ — ​ ​ 894 ​ ​ 1,529 ​ ​ 1,521 ​ ​ 843 ​ ​ 9,062 ​ ​ 478 ​ ​ 18,097 Substandard ​ ​ 5,242 ​ ​ 1,244 ​ ​ 5,364 ​ ​ 2,968 ​ ​ 970 ​ ​ 10,232 ​ ​ 11,290 ​ ​ 9,412 ​ ​ 46,722 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,332 ​ ​ 752 ​ ​ 2,048 ​ ​ — ​ ​ — ​ ​ 11,132 Total C&I ​ ​ 184,359 ​ ​ 37,755 ​ ​ 48,361 ​ ​ 49,859 ​ ​ 23,871 ​ ​ 46,466 ​ ​ 648,912 ​ ​ 32,129 ​ ​ 1,071,712 YTD Gross Charge-Offs ​ ​ — ​ ​ 477 ​ ​ 4,720 ​ ​ 2,088 ​ ​ — ​ ​ 2,414 ​ ​ 1,460 ​ ​ 242 ​ ​ 11,401 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 2,845,426 ​ ​ 1,733,872 ​ ​ 1,196,053 ​ ​ 1,024,753 ​ ​ 522,005 ​ ​ 2,175,148 ​ ​ 726,711 ​ ​ 59,850 ​ ​ 10,283,818 Special mention ​ ​ 6,634 ​ ​ — ​ ​ 20,549 ​ ​ 17,365 ​ ​ 16,628 ​ ​ 31,664 ​ ​ 9,641 ​ ​ 1,204 ​ ​ 103,685 Substandard ​ ​ 5,242 ​ ​ 2,052 ​ ​ 23,234 ​ ​ 19,143 ​ ​ 22,819 ​ ​ 66,232 ​ ​ 11,290 ​ ​ 10,505 ​ ​ 160,517 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,332 ​ ​ 752 ​ ​ 2,048 ​ ​ — ​ ​ — ​ ​ 11,132 Total Loans ​ $ 2,857,302 ​ $ 1,735,924 ​ $ 1,239,836 ​ $ 1,069,593 ​ $ 562,204 ​ $ 2,275,092 ​ $ 747,642 ​ $ 71,559 ​ $ 10,559,152 YTD Gross Charge-Offs ​ $ — ​ $ 477 ​ $ 4,720 ​ $ 2,088 ​ $ — ​ $ 2,414 ​ $ 1,460 ​ $ 242 ​ $ 11,401 ​ For other loans, the Company evaluates credit quality based on payment activity. Other loans that are 90 days or more past due are placed on non-accrual status, while all remaining other loans are classified and evaluated as performing. The following is a summary of the credit risk profile of other loans by internally assigned grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 ​ 2022 Performing ​ $ 5,755 ​ $ 7,580 Non-accrual ​ — ​ 99 Total ​ $ 5,755 ​ $ 7,679 ​ ​ 6. LOAN SERVICING ACTIVITIES The Bank services real estate and C&I loans for others having principal balances outstanding of approximately $ 346.1 million and $ 347.9 million at December 31, 2023 and 2022, respectively. Loans serviced for others are not reported as assets. Servicing loans for others generally consists of collecting loan payments, maintaining escrow accounts, disbursing payments to investors, paying taxes and insurance and processing foreclosures. In connection with loans serviced for others, the Bank held borrowers’ escrow balances of $ 1.3 million at December 31, 2023 and 2022. 74 Table of Contents There are no restrictions on the Company’s consolidated assets or liabilities related to loans sold with servicing rights retained. Upon sale of these loans, the Company recorded an SRA in other assets, and has elected to account for the SRA under the "amortization method" prescribed under GAAP. The activity for SRAs for the periods indicated are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 2021 Servicing right assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning of year ​ $ 3,349 ​ $ 3,856 ​ $ 1,710 Acquired in the Merger ​ ​ — ​ ​ — ​ ​ 2,070 Additions ​ 458 ​ 659 ​ 885 Amortized to expense ​ ​ ( 639 ) ​ ​ ( 907 ) ​ ​ ( 809 ) Sold ​ ​ — ​ ​ ( 259 ) ​ ​ — End of year ​ ​ 3,168 ​ ​ 3,349 ​ ​ 3,856 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance: ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning of year ​ ​ ( 201 ) ​ ​ ( 80 ) ​ ​ — Additions expensed ​ ( 36 ) ​ ( 121 ) ​ ( 80 ) End of year ​ ​ ( 237 ) ​ ​ ( 201 ) ​ ​ ( 80 ) Servicing right assets, net ​ $ 2,931 ​ $ 3,148 ​ $ 3,776 ​ The fair value of SRAs was $ 3.4 million and $ 3.5 million, at December 31, 2023 and 2022, respectively. The fair value at December 31, 2023 was determined using discount rates ranging from 10.0 % to 14.5 %, prepayment speeds ranging from 6.5 % to 12.2 %, depending on the stratification of the specific servicing right, and a weighted average default rate of 0.67 %. The fair value at December 31, 2022 was determined using discount rates ranging from 9.5 % to 12.0 %, prepayment speeds ranging from 6.7 % to 16 %, depending on the stratification of the specific servicing right, and a weighted average default rate of 0.67 %. ​ 7. PREMISES AND FIXED ASSETS, NET AND PREMISES HELD FOR SALE Premises and Fixed Assets, Net ​ The following is a summary of premises and fixed assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) 2023 2022 Land ​ $ 10,824 ​ $ 10,824 Buildings ​ 21,173 ​ 21,688 Leasehold improvements ​ 28,307 ​ 26,862 Furniture, fixtures and equipment ​ 25,909 ​ 25,750 Premises and fixed assets, gross ​ $ 86,213 ​ $ 85,124 Less: accumulated depreciation and amortization ​ ( 41,345 ) ​ ( 38,375 ) Premises and fixed assets, net ​ $ 44,868 ​ $ 46,749 ​ Depreciation and amortization expense amounted to $ 6.7 million, $ 7.4 million and $ 6.5 million during the years ended December 31, 2023, 2022 and 2021, respectively. Premises Held for Sale ​ During the year ended December 31, 2023, the Company transferred one real estate property utilized as a retail branch to premises held for sale totaling $ 905 thousand. There were no premises held for sale as of December 31, 2022. During the year ended December 31, 2022, the Company sold one real estate property utilized as a retail branch for $ 1.9 million and recorded an associated gain of $ 1.4 million in Gain on sale of securities and other assets in the consolidated statements of operations. ​ 75 Table of Contents 8. LEASES The following table presents the Company’s remaining maturities of undiscounted lease payments, as well as a reconciliation to the discounted operating lease liabilities in the Consolidated Statements of Financial Condition at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) ​ 2024 $ 13,009 2025 ​ 12,833 2026 ​ 12,173 2027 ​ 10,322 2028 ​ 4,297 Thereafter ​ 6,260 Total undiscounted lease payments ​ 58,894 Less amounts representing interest ​ ( 3,440 ) Operating lease liabilities ​ $ 55,454 ​ Other information related to our operating leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 ​ 2021 Operating lease cost ​ $ 12,801 ​ $ 11,428 ​ $ 14,341 Cash paid for amounts included in the measurement of operating lease liabilities ​ ​ 12,560 ​ ​ 10,574 ​ 13,975 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2023 ​ 2022 ​ Weighted average remaining lease term 5.0 years ​ 5.9 years Weighted average discount rate 2.34 % ​ 2.03 % ​ ​ 9. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill ​ At December 31, 2023 and 2022, the carrying amount of the Company’s goodwill was $ 155.8 million. ​ The Company performs its annual goodwill impairment test in the fourth quarter of every year, or more frequently if events or changes in circumstance indicate the asset might be impaired. It was determined during the annual impairment testing that no impairment was needed for the years ended December 31, 2023, 2022 and 2021. ​ The following table presents the change in Goodwill for the years ended December 31, 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ ​ 2023 ​ 2022 ​ 2021 Beginning of year ​ $ 155,797 ​ $ 155,797 ​ $ 55,638 Acquired goodwill (1) ​ ​ - ​ ​ - ​ ​ 100,159 End of year ​ $ 155,797 ​ $ 155,797 ​ $ 155,797 (1) See Note 2. Merger for additional information regarding the acquired goodwill 76 Table of Contents Other Intangible Assets ​ The following table presents the carrying amount and accumulated amortization of intangible assets that are amortizable, all of which are core deposit intangibles: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 ​ 2022 Gross carrying value ​ $ 10,204 ​ $ 10,204 Accumulated amortization ​ ( 5,145 ) ​ ( 3,720 ) Net carrying amount ​ $ 5,059 ​ $ 6,484 ​ Amortization expense recognized on intangible assets was $ 1.4 million and $ 1.9 million for the years ended December 31, 2023 and 2022, respectively. ​ Estimated amortization expense for 2024 through 2028 and thereafter is as follows: ​ ​ ​ ​ ​ (In thousands) ​ ​ ​ 2024 ​ $ 1,164 2025 ​ ​ 958 2026 ​ ​ 795 2027 ​ ​ 664 2028 ​ ​ 560 Thereafter ​ ​ 918 Total ​ $ 5,059 ​ ​ 10. RESTRICTED STOCK The following is a summary of restricted stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 ​ 2022 FHLBNY capital stock ​ $ 73,475 ​ $ 63,627 FRB capital stock ​ 25,110 ​ 24,953 ACBB capital stock ​ 165 ​ 165 Restricted stock ​ $ 98,750 ​ $ 88,745 ​ FHLBNY Capital Stock The Bank is a member of the FHLBNY. Membership requires the purchase of shares of FHLBNY capital stock at $ 100 per share. Members are required to own a particular amount of stock based on the level of borrowings and other factors. The Bank increased its outstanding FHLBNY advances by $ 182.0 million during the year ended December 31, 2023, resulting in an increase of required FHLBNY stock. The Bank owned 734,751 shares and 636,274 shares at December 31, 2023 and 2022, respectively. The Bank recorded dividend income on the FHLBNY capital stock of $ 5.4 million, $ 853 thousand and $ 1.9 million during the years ended December 31, 2023, 2022 and 2021, respectively. ​ FRB Capital Stock The Bank is a member of the FRB. Membership requires the purchase of shares of FRB capital stock at $ 50 per share. The Bank owned 502,197 shares at December 31, 2023 and 499,052 shares at December 31, 2022. The Bank recorded dividend income on the FRB capital stock of $ 1.0 million, $ 828 thousand, and $ 442 thousand during the years ended December 31, 2023, 2022, and 2021, respectively. ​ ACBB Capital Stock The Bank has a relationship with ACBB. The relationship requires the purchase of shares of ACBB capital stock between $ 2,500 and $ 3,250 per share. The Bank owned 60 shares at December 31, 2023 and 2022. The Bank recorded dividend 77 Table of Contents income on the ACBB capital stock of $ 2 thousand during the year ended December 31, 2023 and $ 1 thousand during the years ended December 31, 2022, and 2021, respectively. ​ 11. DEPOSITS Deposits are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 ​ ​ Weighted ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Average ​ ​ ​ ​ (Dollars in thousands) Rate ​ ​ Liability Rate ​ ​ Liability Savings (1) 3.67 % ​ $ 2,335,490 2.24 % ​ $ 2,260,101 CDs 4.43 ​ ​ 1,607,683 2.25 ​ ​ 1,115,364 Money market 3.46 ​ ​ 3,125,996 1.50 ​ ​ 2,532,270 Interest-bearing checking 0.77 ​ ​ 515,987 1.01 ​ ​ 827,454 Non-interest-bearing checking (1) — ​ ​ 2,945,499 — ​ ​ 3,519,218 Total 2.56 % ​ $ 10,530,655 1.19 % ​ $ 10,254,407 (1) Includes mortgage escrow deposits. ​ The following table presents a summary of scheduled maturities of CDs outstanding at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maturing ​ Weighted Average ​ (Dollars in thousands) Balance Interest Rate ​ 2024 $ 1,489,735 ​ 4.60 % 2025 ​ 81,297 ​ 2.52 ​ 2026 ​ 25,742 ​ 2.26 ​ 2027 ​ 7,527 ​ 0.18 ​ 2028 ​ 3,382 ​ 0.05 ​ 2029 and beyond ​ — ​ — ​ Total ​ $ 1,607,683 ​ 4.43 % ​ CDs that met or exceeded the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250 thousand were $ 115.3 million and $ 129.6 million at December 31, 2023 and 2022, respectively. ​ 12. DERIVATIVES AND HEDGING ACTIVITIES The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The Company engages in far value hedges, cash flow hedges and freestanding derivatives. 78 Table of Contents Fair Values of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Financial Condition The tables below present the fair value of the Company’s derivative assets and liabilities as well as their classification on the consolidated statements of financial condition as of December 31, 2023 and December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ Notional ​ Fair Value ​ Notional ​ Fair Value (Dollars in thousands) Amount Assets Amount ​ Assets Derivatives designated as hedging instruments ​ ​ ​ ​ ​ Cash flow hedges - interest rate products $ 150,000 ​ $ 12,492 $ 150,000 ​ $ 17,874 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate products ​ ​ 1,682,961 ​ ​ 114,671 ​ 1,594,356 ​ ​ 137,335 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ Notional ​ Fair Value ​ Notional ​ Fair Value (Dollars in thousands) Amount Liabilities Amount ​ Liabilities Derivatives designated as hedging instruments ​ ​ ​ ​ ​ Fair value hedges - interest rate products $ 500,000 ​ $ 6,594 ​ $ — ​ $ — Cash flow hedges - interest rate products ​ ​ 200,000 ​ ​ 5,031 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate products ​ ​ 1,682,961 ​ ​ 114,671 ​ ​ 1,594,356 ​ ​ 137,335 Other contracts ​ ​ 93,891 ​ ​ 24 ​ ​ 71,103 ​ ​ 33 ​ Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Operations ​ The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations as of December 31, 2023 and December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ Interest ​ Interest ​ Interest ​ Interest ​ ​ Income ​ Expense ​ Income ​ Expense Effects of fair value or cash flow hedges are recorded ​ $ 561 ​ $ 2,275 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The effects of fair value and cash flow hedging: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain or (loss) on fair value hedging relationships ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest contracts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hedged items ​ ​ 6,591 ​ ​ — ​ ​ — ​ ​ — Derivatives designated as hedging instruments ​ ​ ( 6,030 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain or (loss) on cash flow hedging relationships ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest contracts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain (loss) reclassified from AOCI into income ​ ​ — ​ ​ 2,275 ​ ​ — ​ ​ 1,134 ​ Fair Value Hedges The Company uses fair value hedges to protect against changes in fair value of certain interest rate sensitive assets. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income. In October 2023, the Company entered into interest rate swaps with a notional amount totaling $ 500.0 million which was designated as a fair value hedge on a closed pool of certain fixed rate loans that are settled daily to market. As of December 31, 2023, the Company posted $ 6.5 million to the Chicago Mercantile Exchange ("CME") clearing house related to the 79 Table of Contents fair value derivatives settled daily to market. The Company pays an average fixed rate of 4.82 % and receives a floating rate based on the US federal funds effective rate for the life of the agreement without an exchange of the underlying notional amount. For derivatives that are designated as fair value hedges, the gain or loss on the derivatives as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on December 31, 2023 totaled $ 729.5 million. The amount identified as the last-of-layer in the open hedge relationship was $ 500.0 million, which is the amount of loans in the closed portfolio anticipated to be outstanding for the designated hedge period. The basis adjustment associated with the hedge was a $ 6.6 million asset as of December 31, 2023, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship. During the year ended December 31, 2023, the Company recorded a $ 561 thousand credit from the swap transaction as a component of interest income in the consolidated statements of operations. As of December 31, 2023, the following amounts were recorded on the consolidated statements of financial condition related to cumulative basis adjustment for fair value hedges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 (Dollars in thousands) Carrying Amount of the Hedged Assets ​ Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets ​ Carrying Amount of the Hedged Assets ​ Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets Fixed Rate Loans $ 506,591 ​ $ 6,591 $ — ​ $ — ​ Cash Flow Hedges The Company uses cash flow hedges to protect against variability in cash flows associated with existing or forecasted issuances of short-term borrowing. Cash flow hedges on liabilities involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income (Loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. During the next twelve months, the Company estimates that an additional $ 6.4 million will be reclassified as a decrease to interest expense. During the years ended December 31, 2023 and 2022, the Company did no t terminate any derivatives. During the year ended December 31, 2021, the Company terminated 34 derivatives with notional values totaling $ 785.0 million, resulting in a termination value of $ 16.5 million which was recognized in loss on termination of derivatives in non-interest income. ​ The table below presents the effect of the cash flow hedge accounting on accumulated other comprehensive loss as of December 31, 2023, 2022 and 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 2021 (Loss) gain recognized in other comprehensive income (loss) ​ $ ( 11,782 ) ​ $ 14,412 ​ $ 5,277 Gain recognized on termination of derivatives ​ ​ — ​ ​ — ​ ​ 16,505 (Loss) gain reclassified from other comprehensive income into interest expense ​ ( 2,092 ) ​ 1,621 ​ ( 940 ) ​ All cash flow hedges are recorded gross on the statement of financial condition. ​ Certain cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Bank to post cash collateral if the derivative exposure exceeds a threshold amount. As of December 31, 2023 and 2022, the Company received $ 13.5 million and $ 17.8 million, respectively, in collateral from its third-party counterparties under 80 Table of Contents the agreements in a net asset position. Additionally, the Bank entered certain cash flow hedges that are CME exchanged and settled daily to market. As of December 31, 2023, the Company posted $ 4.9 million to the CME clearing house that are accounted for as settlements of the derivative liabilities. ​ Freestanding Derivatives The Company maintains an interest-rate risk protection program for its loan portfolio in order to offer loan level derivatives with certain borrowers and to generate loan level derivative income. The Company enters into interest rate swap or interest rate floor agreements with borrowers. These interest rate derivatives are designed such that the borrower synthetically attains a fixed-rate loan, while the Company receives floating rate loan payments. The Company offsets the loan level interest rate swap exposure by entering into an offsetting interest rate swap or interest rate floor with an unaffiliated and reputable bank counterparty. These interest rate derivatives do not qualify as designated hedges, under ASC 815; therefore, each interest rate derivative is accounted for as a freestanding derivative. The notional amounts of the interest rate derivatives do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate derivative agreements. The following tables reflect freestanding derivatives included in the consolidated statements of financial condition as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Notional ​ Fair Value ​ Fair Value (In thousands) Count Amount Assets Liabilities Included in derivative assets/(liabilities): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan level interest rate swaps with borrower 49 ​ $ 491,394 ​ $ 10,985 ​ $ — Loan level interest rate swaps with borrower 178 ​ ​ 1,121,085 ​ ​ — ​ ​ 103,570 Loan level interest rate floors with borrower ​ 2 ​ ​ 29,721 ​ ​ — ​ ​ — Loan level interest rate floors with borrower ​ 7 ​ ​ 40,761 ​ ​ — ​ ​ 116 Loan level interest rate swaps with third-party counterparties 49 ​ 491,394 ​ — ​ 10,985 Loan level interest rate swaps with third-party counterparties ​ 178 ​ ​ 1,121,085 ​ ​ 103,570 ​ ​ — Loan level interest rate floors with third-party counterparties ​ 2 ​ ​ 29,721 ​ ​ — ​ ​ — Loan level interest rate floors with third-party counterparties 7 ​ 40,761 ​ 116 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ Notional ​ Fair Value ​ Fair Value (In thousands) Count Amount Assets Liabilities Included in derivative assets/(liabilities): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan level interest rate swaps with borrower 3 ​ $ 53,311 ​ $ 1,524 ​ $ — Loan level interest rate swaps with borrower 185 ​ 1,214,736 ​ — ​ 126,751 Loan level interest rate floors with borrower ​ 40 ​ ​ 326,309 ​ ​ — ​ ​ 9,060 Loan level interest rate swaps with third-party counterparties 3 ​ 53,311 ​ — ​ 1,524 Loan level interest rate swaps with third-party counterparties ​ 185 ​ ​ 1,214,736 ​ ​ 126,751 ​ ​ — Loan level interest rate floors with third-party counterparties 40 ​ 326,309 ​ 9,060 ​ — ​ Loan level derivative income is recognized on the mark-to-market of the interest rate swap as a fair value adjustment at the time the transaction is closed. Total loan level derivative income is included in non-interest income as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 ​ 2021 Loan level derivative income ​ $ 7,081 ​ $ 3,637 ​ $ 2,909 ​ The interest rate swap product with the borrower is cross collateralized with the underlying loan and, therefore, there is no posted collateral. Certain interest rate swap agreements with third-party counterparties contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of December 31, 2023 and December 31, 2022, the Company did no t post collateral to its third-party counterparties. As of December 31, 2021, posted collateral was $ 14.0 million. As of December 31, 2023, the Company received $ 94.7 million in collateral from its third-party counterparties under the agreements in a net asset position. As of December 31, 2022, the Company received $ 135.3 million in collateral from its third-party counterparties under the agreements in a net asset position. ​ 81 Table of Contents Risk Participation Agreements The Company enters into risk participation agreements to manage economic risks but does not designate the instruments in hedge relationships. As of December 31, 2023 and December 31, 2022, the notional amounts of risk participation agreements for derivative liabilities were $ 93.9 million and $ 71.1 million, respectively. The related fair values of the Company’s risk participation agreements were immaterial as of December 31, 2023 and December 31, 2022 ​ Credit Risk Related Contingent Features The Company’s agreements with each of its derivative counterparties state that if the Company defaults on any of its indebtedness, it could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Company’s agreements with certain of its derivative counterparties state that if the Bank fails to maintain its status as a well-capitalized institution, the Bank could be required to terminate its derivative positions with the counterparty. For derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, any breach of the above provisions by the Company may require settlement of its obligations under the agreements at the termination value with the respective counterparty. As of December 31, 2023, there were no derivatives in a net liability position, and therefore the termination value was zero . There were no provisions breached for the year ended December 31, 2023. 13. FHLBNY ADVANCES The Bank had borrowings from the FHLBNY (“Advances”) totaling $ 1.31 billion and $ 1.13 billion at December 31, 2023 and 2022, respectively, all of which were fixed rate. In accordance with its Advances, Collateral Pledge and Security Agreement with the FHLBNY, the Bank was eligible to borrow or secure municipal letters of credit up to $ 4.09 billion as of December 31, 2023 and $ 4.13 billion as of December 31, 2022, and maintained sufficient qualifying collateral, as defined by the FHLBNY. We pledge real estate loans including Residential, Multifamily and CRE. At December 31, 2023 there were no callable Advances and the Bank had $ 1.19 billion of remaining borrowing capacity through the FHLBNY. During the years ended December 31, 2023 and 2022, the Company did no t have any prepayment penalty expense recognized as a loss on extinguishment of debt. During the year ended December 31, 2021, the Company’s prepayment penalty expense was recognized as a loss on extinguishment of debt. The following table is a summary of FHLBNY extinguishments for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (Dollars in thousands) ​ ​ 2023 ​ 2022 ​ 2021 ​ FHLBNY advances extinguished ​ $ - ​ $ - ​ $ 209,010 ​ Weighted average rate ​ ​ - % ​ - % ​ 1.31 % Loss on extinguishment of debt ​ $ - ​ $ - ​ $ 1,751 ​ ​ The following table presents the contractual maturities of FHLBNY advances for each of the next five years. There were no FHLBNY advances with an overnight contractual maturity at December 31, 2023 or 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (Dollars in thousands) ​ 2023 ​ 2022 2023, fixed rate at rates from 3.85 % to 5.65 % ​ ​ — ​ ​ 1,095,000 2024, fixed rate at rates from 4.85 % to 5.67 % ​ ​ 1,265,000 ​ ​ — 2027, fixed rate at 4.25 % ​ ​ 36,000 ​ ​ 36,000 2028, fixed rate at 4.04 % ​ ​ 12,000 ​ ​ — Total FHLBNY advances ​ $ 1,313,000 ​ $ 1,131,000 ​ Total FHLBNY advances had a weighted average interest rate of 5.23 % and 4.55 % at December 31, 2023 and December 31, 2022, respectively. ​ ​ 82 Table of Contents 14. SUBORDINATED DEBENTURES On May 6, 2022, the Company issued $ 160.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2032 (“the Notes”). The Notes are callable at par after five years , have a stated maturity of May 15, 2032 and bear interest at a fixed annual rate of 5.00 % per year, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2022. The last interest payment for the fixed rate period will be May 15, 2027. From and including May 15, 2027 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the benchmark rate (which is expected to be Three-Month Term SOFR) plus 218 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2027. The Company used the net proceeds of the offering for the repayment of $ 115.0 million of the Company’s 4.50 % fixed-to-floating rate subordinated notes due 2027 on June 15, 2022, and $ 40.0 million of the Company’s 5.25 % fixed-to-floating rate subordinated debentures due 2025 on June 30, 2022. The repayment of the subordinated notes due 2027 resulted in a pre-tax write-off of debt issuance costs of $ 740 thousand, which was recognized in loss on extinguishment of debt in non-interest expense. The remaining $ 40.0 million of fixed-to-floating rate subordinated debentures were issued by the Company in September 2015, are callable at par after ten years , have a stated maturity of September 30, 2030, and bear interest at a fixed annual rate of 5.75 % per year, for the first five years . From and including September 30, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month CME Term SOFR plus 372 basis points. The subordinated debentures totaled $ 200.2 million at December 31, 2023 and $ 200.3 million at December 31, 2022. Interest expense related to the subordinated debt was $ 10.2 million, $ 10.6 million and $ 8.5 million during the years ended December 31, 2023, 2022 and 2021, respectively. The subordinated debentures are included in tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations. ​ 15. OTHER SHORT-TERM BORROWINGS The following is a summary of other short-term borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) ​ 2023 ​ 2022 Repurchase agreements ​ $ — ​ $ 1,360 Other short-term borrowings ​ $ — ​ $ 1,360 ​ Repurchase Agreements The Bank utilizes securities sold under agreements to repurchase (“repurchase agreements”) as part of its borrowing policy to add liquidity. Repurchase agreements represent funds received from customers, generally on an overnight basis, which are collateralized by investment securities, of which 100 % were pass-through MBS issued by GSEs. There were no repurchase agreements at December 31, 2023. Repurchase agreements are financing arrangements that at maturity, the securities underlying the agreements are returned to the Bank. The primary risk associated with these secured borrowings is the requirement to pledge a market value-based balance of collateral in excess of the borrowed amount. The excess collateral pledged represents an unsecured exposure to the lending counterparty. As the market value of the collateral changes, both through changes in discount rates and spreads as well as related cash flows, additional collateral may need to be pledged. In accordance with the Bank’s policies, eligible counterparties are defined and monitored to minimize exposure. There was no interest expense on repurchase agreements for the year ended December 31, 2023. Interest expense on repurchase agreements for the years ended December 31, 2022 and 2021 was $ 1 thousand, respectively. 83 Table of Contents AFX The Bank is a member of AFX, through which it may either borrow or lend funds on an overnight or short-term basis with other member institutions. The availability of funds changes daily. Interest expense on AFX borrowings for the years ended December 31, 2023, 2022 and 2021 was $ 101 thousand, $ 1.4 million, and $ 1 thousand, respectively. ​ 16. INCOME TAXES The Company’s consolidated Federal, State and City income tax provisions were comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 2021 Current expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 24,469 ​ $ 39,492 ​ $ 23,759 State and city ​ 15,681 ​ 17,205 ​ 11,815 Total current expense ​ ​ 40,150 ​ ​ 56,697 ​ ​ 35,574 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 1,393 ​ ​ 840 ​ ​ 5,490 State and city ​ ​ ( 758 ) ​ ​ 1,822 ​ ​ 3,106 Total deferred expense ​ ​ 635 ​ ​ 2,662 ​ ​ 8,596 Total ​ $ 40,785 ​ $ 59,359 ​ $ 44,170 ​ The preceding table excludes tax effects recorded directly to stockholders’ equity in connection with unrealized gains and losses on securities available-for-sale (including losses on such securities upon their transfer to held-to-maturity), interest rate derivatives, and adjustments to other comprehensive income relating to the minimum pension liability, unrecognized gains of pension and other postretirement obligations and changes in the non-credit component of OTTI. These tax effects are disclosed as part of the presentation of the consolidated statements of changes in stockholders’ equity and comprehensive income. The provision for income taxes differed from that computed at the Federal statutory rate as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Tax at federal statutory rate ​ $ 28,745 ​ $ 44,502 ​ $ 31,115 ​ State and local taxes, net of federal income tax benefit ​ 12,237 ​ 13,699 ​ 11,601 ​ Benefit plan differences ​ ( 127 ) ​ ( 127 ) ​ ( 107 ) ​ Investment in BOLI ​ ( 2,047 ) ​ ( 2,173 ) ​ ( 1,485 ) ​ Equity based compensation ​ 79 ​ ( 141 ) ​ ( 301 ) ​ Salaries deduction limitation ​ 2,381 ​ 2,054 ​ 3,419 ​ Transaction costs ​ ​ — ​ ​ — ​ ​ 181 ​ Other, net ​ ( 483 ) ​ 1,545 ​ ( 253 ) ​ Total ​ $ 40,785 ​ $ 59,359 ​ $ 44,170 ​ Effective tax rate ​ 29.80 % 28.01 % 29.81 % ​ The increase in effective tax rate in 2023 was primarily the result of an increase in the Section 162M limitation due to executive severance. Deferred tax assets and liabilities are recorded for temporary differences between the book and tax bases of assets and liabilities. The components of Federal, State and City deferred income tax assets and liabilities were as follows: 84 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) 2023 2022 Deferred tax assets: ​ ​ ​ ​ Allowance for credit losses and other contingent liabilities ​ $ 26,926 ​ $ 28,175 Tax effect of other components of income on securities available-for-sale ​ ​ 34,745 ​ ​ 38,140 Tax effect of other components of income on securities held-to-maturity ​ ​ 7,216 ​ ​ 8,138 Operating lease liability ​ 19,229 ​ 19,256 Other ​ 2,603 ​ 2,074 Total deferred tax assets ​ 90,719 ​ 95,783 Deferred tax liabilities: ​ ​ Tax effect of other components of income on derivatives ​ ​ 2,368 ​ ​ 5,394 Employee benefit plans ​ ​ 1,707 ​ ​ 976 Tax effect of purchase accounting fair value adjustments ​ ​ 1,329 ​ ​ 2,352 Difference in book and tax carrying value of fixed assets ​ 2,230 ​ 4,261 Difference in book and tax basis of unearned loan fees ​ 3,239 ​ 2,431 Operating lease asset ​ 18,266 ​ 18,414 States taxes ​ ​ 2,166 ​ ​ 2,801 Other ​ 241 ​ 1,002 Total deferred tax liabilities ​ 31,546 ​ 37,631 Net deferred tax asset (recorded in other assets) ​ $ 59,173 ​ $ 58,152 ​ The Company and its subsidiary are subject to U.S. federal income tax as well as income tax of the State of New York, City of New York and the State of New Jersey. ​ Under generally accepted accounting principles, the Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. ​ No valuation allowances were recognized on deferred tax assets during the years ended December 31, 2023 or 2022, since, at each period end, it was deemed more likely than not that the deferred tax assets would be fully realized. ​ In connection with the Merger, the Company acquired a federal net operating loss (“NOL”) carryforward subject to Internal Revenue Code Section 382. The Company recorded a deferred tax asset that it expects to realize within the carryforward period. At December 31, 2023, the remaining federal NOL carryforward was $ 2.2 million. At December 31, 2023, the Company had a New York State NOL carryforward of $ 543 thousand, and recorded a deferred tax asset that it expects to recover within the carryforward period. At December 31, 2023, the Company had a New York City NOL carryforward balance of zero . The New York State NOLs at December 31, 2023 included NOLs acquired in connection with the Merger. ​ At December 31, 2023 and 2022, the Bank had accumulated bad debt reserves totaling $ 15.1 million for which no provision for income tax was required to be recorded. These bad debt reserves could be subject to recapture into taxable income under certain circumstances, including a distribution of the bad debt benefits to the Holding Company or the failure of the Bank to qualify as a bank for federal income tax purposes. Should the reserves as of December 31, 2023 be fully recaptured, the Bank would recognize $ 4.8 million in additional income tax expense. The Company expects to take no action in the foreseeable future that would require the establishment of a tax liability associated with these bad debt reserves. ​ The Company is subject to regular examination by various tax authorities in jurisdictions in which it conducts significant business operations. The Company regularly assesses the likelihood of additional examinations in each of the tax jurisdictions resulting from ongoing assessments. ​ Under current accounting rules, all tax positions adopted are subjected to two levels of evaluation. Initially, a determination is made, based on the technical merits of the position, as to whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. In conducting this evaluation, management is required to presume that the position will be examined by the appropriate taxing authority possessing full knowledge of all relevant information. The second level of evaluation is the measurement of a tax position that satisfies the more-likely-than-not recognition threshold. This measurement is performed in order to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. The Company had no unrecognized tax benefits as 85 Table of Contents of December 31, 2023 or 2022. The Company does not anticipate any material change to unrecognized tax benefits during the year ended December 31, 2024. ​ As of December 31, 2023, the tax years ended December 31, 2023, 2022, 2021, and 2020, remained subject to examination by all of the Company's relevant tax jurisdictions. The Company is currently not under audit in any taxing jurisdictions. ​ 17. MERGER RELATED EXPENSES Merger-related expenses were recorded in the consolidated statements of operations as a component of non-interest expense and include costs relating to the Merger, as described in Note 2. Merger. These charges represent one-time costs associated with merger activities and do not represent ongoing costs of the fully integrated combined organization. Accounting guidance requires that merger-related transactional and restructuring costs incurred by the Company be charged to expense as incurred. There were no costs associated with merger expenses and transaction costs for the year ended December 31, 2023 and December 31, 2022. Costs associated with employee severance and other merger-related compensation expense incurred in connection with the Merger totaled $ 15.9 million for the year ended December 31, 2021 and were recorded in merger expenses and transaction costs expense in the consolidated statements of operations. Transaction costs (inclusive of costs to terminate leases) in connection with the Merger totaled $ 28.9 million, for the year ended December 31, 2021, and were recorded in merger expenses and transaction costs in the consolidated statements of operations. ​ 18. BRANCH RESTRUCTURING COSTS On June 29, 2021, the Company issued a press release announcing that the Bank planned to combine five branch locations into other existing branches. The combinations took place in October 2021. Costs associated with early lease terminations and accelerated depreciation of fixed assets totaled $ 5.1 million for the year ended December 31, 2021 and were recorded in branch restructuring costs in the consolidated statements of operations. There were no branch restructuring costs for the years ended December 31, 2023 or 2022. ​ 19. RETIREMENT AND POSTRETIREMENT PLANS The Bank maintains two noncontributory pension plans that existed before the Merger: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees. Bank of America, N.A. (“BANA”) was the Trustee for the Employee Retirement Plan and BNB Bank Pension Plan assets as of December 31, 2023. Pentegra Retirement Trust was the trustee for the Employee Retirement Plan prior to the transfer to BANA during the year ended December 31, 2021. The assets of both plans are overseen by the Retirement Committee (“Committee”), comprised of management, who meet quarterly and set investment policy guidelines. Merrill Lynch, Pierce, Fenner & Smith, Inc. (“MLPF&S”) and Blackrock are the investment managers of the assets of both plans. The Committee meets with representatives of MLPF&S and reviews the performance of the plan assets. Pension plan assets include cash and cash equivalents, equities and fixed income securities. ​ Employee Retirement Plan ​ The Bank sponsors the Employee Retirement Plan, a tax-qualified, noncontributory, defined-benefit retirement plan. Prior to April 1, 2000, substantially all full-time employees of at least 21 years of age were eligible for participation after one year of service. Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the Employee Retirement Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the years ended December 31, 2023 and 2022, the Bank used December 31 as its measurement date for the Employee Retirement Plan. 86 Table of Contents ​ The funded status of the Employee Retirement Plan was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 Reconciliation of projected benefit obligation: ​ ​ Projected benefit obligation at beginning of year ​ $ 19,021 ​ $ 24,961 Interest cost ​ 900 ​ 622 Actuarial (gain) loss ​ 384 ​ ( 5,004 ) Benefit payments ​ ( 1,584 ) ​ ( 1,558 ) Projected benefit obligation at end of year ​ 18,721 ​ 19,021 ​ ​ ​ Plan assets at fair value (investments in trust funds managed by trustee) ​ ​ Balance at beginning of year ​ 22,593 ​ 28,693 Return on plan assets ​ 294 ​ ( 4,542 ) Benefit payments ​ ( 1,584 ) ​ ( 1,558 ) Balance at end of year ​ 21,303 ​ 22,593 Funded status at end of year ​ $ 2,582 ​ $ 3,572 ​ The net periodic cost for the Employee Retirement Plan included the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 2021 Interest cost ​ $ 900 ​ $ 622 ​ $ 562 Expected return on plan assets ​ ( 1,521 ) ​ ( 1,949 ) ​ ( 1,846 ) Amortization of unrealized loss ​ 572 ​ 261 ​ 824 Net periodic benefit (credit) cost ​ $ ( 49 ) ​ $ ( 1,066 ) ​ $ ( 460 ) ​ The change in accumulated other comprehensive loss that resulted from the Employee Retirement Plan is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 Balance at beginning of period ​ $ ( 5,323 ) ​ $ ( 4,097 ) Amortization of unrealized loss ​ 572 ​ 261 Loss recognized during the year ​ ( 1,612 ) ​ ( 1,487 ) Balance at the end of the period ​ $ ( 6,363 ) ​ $ ( 5,323 ) Period end component of accumulated other comprehensive loss, net of tax ​ $ 4,343 ​ $ 3,649 ​ Major assumptions utilized to determine the net periodic cost of the Employee Retirement Plan benefit obligations were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or for the Year Ended December 31, ​ ​ 2023 ​ ​ 2022 ​ ​ 2021 ​ Discount rate used for net periodic benefit cost 4.90 % ​ 2.55 % ​ 2.15 % Discount rate used to determine benefit obligation at period end 4.70 ​ 4.90 ​ 2.55 ​ Expected long-term return on plan assets used for net periodic benefit cost 7.00 ​ 7.00 ​ 7.00 ​ Expected long-term return on plan assets used to determine benefit obligation at period end 7.00 ​ 7.00 ​ 7.00 ​ ​ Plan Assets At December 31, 2023, the Employee Retirement Plan’s assets included included debt securities. Debt securities include corporate bonds, government issues, mortgage-backed securities, high yield securities and mutual funds. ​ The weighted average expected long-term rate of return is estimated based on current trends in Employee Retirement Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds 87 Table of Contents representing cumulative returns of approximately 9.0 % and 5.0 %, respectively. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the Employee Retirement Plan’s target allocation, the expected annual rate of return was determined to be 7.00 % at both December 31, 2023 and 2022. The Bank did not make any contributions to the Employee Retirement Plan during the year ended December 31, 2023. The Bank does not expect to make contributions to the Employee Retirement Plan during the year ending December 31, 2024. The weighted-average allocation by asset category of the assets of the Employee Retirement Plan was summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ ​ 2022 ​ Asset category: ​ ​ Equity securities — % ​ 51 % Debt securities 100 ​ 47 ​ Cash equivalents — ​ 2 ​ Total 100 % ​ 100 % ​ The allocation percentages in the above table were consistent with future planned allocation percentages as of December 31, 2023 and 2022, respectively. The following tables present a summary of the Employee Retirement Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 24 for a discussion of the fair value hierarchy). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Fair Value Measurements Using: ​ ​ Quoted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prices in ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Active Markets for ​ Other ​ Significant ​ ​ ​ ​ ​ Identical ​ Observable ​ Unobservable ​ ​ ​ (In thousands) Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Description: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ — ​ $ 58 ​ $ — ​ $ 58 Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Government ​ ​ 21,245 ​ ​ — ​ ​ — ​ ​ 21,245 Total Plan Assets ​ $ 21,245 ​ $ 58 ​ $ — ​ $ 21,303 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Fair Value Measurements Using: ​ ​ Quoted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prices in ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Active Markets for ​ Other ​ Significant ​ ​ ​ ​ ​ Identical ​ Observable ​ Unobservable ​ ​ ​ (In thousands) Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Description: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ — ​ $ 541 ​ $ — ​ $ 541 Equities: ​ ​ ​ ​ ​ ​ ​ ​ U.S. large cap ​ ​ 8,398 ​ ​ — ​ ​ — ​ ​ 8,398 U.S. mid cap/small cap ​ 2,348 ​ — ​ — ​ 2,348 International ​ 2,718 ​ — ​ — ​ 2,718 Equities blend ​ 192 ​ — ​ — ​ 192 Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ — ​ 1,305 ​ — ​ 1,305 Government ​ 2,527 ​ — ​ — ​ 2,527 Mortgage-backed ​ — ​ 586 ​ — ​ 586 High yield bonds and bond funds ​ — ​ 3,978 ​ — ​ 3,978 Total Plan Assets ​ $ 16,183 ​ $ 6,410 ​ $ — ​ $ 22,593 ​ 88 Table of Contents Benefit payments for the fiscal year ending December 31 st are anticipated to be made as follows: ​ ​ ​ ​ ​ (In thousands) ​ ​ 2024 ​ $ 1,526 2025 ​ 1,518 2026 ​ 1,475 2027 ​ 1,447 2028 ​ 1,401 2029 to 2033 ​ 6,621 ​ BNB Bank Pension Plan During 2012, Bridge amended the BNB Bank Pension Plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered Bridge employees. Additionally, new Bridge employees hired on or after October 1, 2012 were not eligible for the BNB Bank Pension Plan. For the year ended December 31, 2023, the Bank used December 31 as its measurement date for the BNB Bank Pension Plan. Effective December 31, 2023, the Bank froze all participant benefits under the BNB Pension Plan, the impact of which is reflected in the recorded curtailment as of December 31, 2023. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the BNB Bank Pension Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. ​ The funded status of the BNB Bank Pension Plan was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 Reconciliation of projected benefit obligation: ​ ​ ​ ​ Projected benefit obligation at beginning of year ​ $ 27,920 ​ $ 34,495 Service cost ​ 564 ​ 807 Interest cost ​ 1,263 ​ 793 Actuarial gain ​ ​ ( 883 ) ​ ​ ( 7,111 ) Curtailment ​ ​ ( 446 ) ​ ​ — Benefit payments ​ ( 1,136 ) ​ ( 1,064 ) Projected benefit obligation at end of year ​ 27,282 ​ 27,920 ​ ​ ​ Plan assets at fair value (investments in trust funds managed by trustee) ​ ​ Balance at beginning of year ​ 38,572 ​ 47,857 Return on plan assets ​ 734 ​ ( 8,221 ) Benefit payments ​ ( 1,136 ) ​ ( 1,064 ) Balance at end of year ​ 38,170 ​ 38,572 Funded status at end of year ​ $ 10,888 ​ $ 10,652 ​ The net periodic cost for the BNB Bank Pension Plan included the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 Service cost ​ $ 564 ​ $ 807 Interest cost ​ ​ 1,263 ​ ​ 793 Expected return on plan assets ​ ( 2,760 ) ​ ( 3,441 ) Net periodic benefit credit ​ $ ( 933 ) ​ $ ( 1,841 ) 89 Table of Contents ​ The change in accumulated other comprehensive income that resulted from the BNB Bank Pension Plan is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 Balance at beginning of period ​ $ ( 2,358 ) ​ $ 2,193 Loss recognized during the year ​ ( 698 ) ​ ( 4,551 ) Balance at the end of the period ​ $ ( 3,056 ) ​ $ ( 2,358 ) Period end component of accumulated other comprehensive income, net of tax ​ $ 2,087 ​ $ 1,617 ​ Major assumptions utilized to determine the net periodic cost of the BNB Bank Pension Plan benefit obligations were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or for the Year Ended December 31, ​ 2023 ​ ​ 2022 ​ Discount rate used for net periodic benefit cost 4.98 % ​ 2.69 % Discount rate used to determine benefit obligation at period end 4.79 ​ 4.98 ​ Expected long-term return on plan assets used for net periodic benefit cost 7.25 ​ 7.25 ​ Expected long-term return on plan assets used to determine benefit obligation at period end 7.25 ​ 7.25 ​ ​ Plan Assets At December 31, 2023, the BNB Bank Pension Plan’s assets included cash equivalents and debt securities. The weighted average expected long-term rate of return is estimated based on current trends in BNB Bank Pension Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds representing cumulative returns of approximately 9.0 % and 5.0 %, respectively. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the BNB Bank Pension Plan’s target allocation, the expected annual rate of return was determined to be 7.25 % at December 31, 2023 and 2022. The Bank did not make any contributions to the BNB Bank Pension Plan during the year ended December 31, 2023. The Bank does not expect to make contributions to the BNB Bank Pension Plan during the year ending December 31, 2024. The weighted-average allocation by asset category of the assets of the BNB Bank Pension Plan was summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ ​ 2022 ​ Asset category: ​ Equity securities - % ​ 51 % Debt securities 99 ​ 46 Cash equivalents 1 ​ 3 Total 100 % ​ 100 % ​ 90 Table of Contents The following tables present a summary of the BNB Bank Pension Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 24 for a discussion of the fair value hierarchy). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ at December 31, 2023 ​ ​ Quoted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prices in ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Active Markets for ​ Other ​ Significant ​ ​ ​ ​ ​ Identical ​ Observable ​ Unobservable ​ ​ ​ (In thousands) Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Description: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ — ​ $ 317 ​ $ — ​ $ 317 Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Government ​ ​ 37,853 ​ ​ — ​ ​ — ​ ​ 37,853 Total Plan Assets ​ $ 37,853 ​ $ 317 ​ $ — ​ $ 38,170 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ at December 31, 2022 ​ ​ Quoted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prices in ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Active Markets for ​ Other ​ Significant ​ ​ ​ ​ ​ Identical ​ Observable ​ Unobservable ​ ​ ​ (In thousands) Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Description: ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ — ​ $ 1,001 ​ $ — ​ $ 1,001 Equities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. large cap ​ 14,310 ​ ​ — ​ ​ — ​ ​ 14,310 U.S. mid cap/small cap ​ 4,094 ​ ​ — ​ ​ — ​ ​ 4,094 International ​ 4,658 ​ ​ — ​ ​ — ​ ​ 4,658 Equities blend ​ 308 ​ ​ — ​ ​ — ​ ​ 308 Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ — ​ ​ 2,203 ​ ​ — ​ ​ 2,203 Government ​ 4,275 ​ ​ — ​ ​ — ​ ​ 4,275 Mortgage-backed ​ — ​ ​ 979 ​ ​ — ​ ​ 979 High yield bonds and bond funds ​ — ​ ​ 6,744 ​ ​ — ​ ​ 6,744 Total Plan Assets ​ $ 27,645 ​ $ 10,927 ​ $ — ​ $ 38,572 ​ Benefit payments for the fiscal year ending December 31 st are anticipated to be made as follows: ​ ​ ​ ​ ​ (In thousands) ​ ​ 2024 ​ $ 1,298 2025 ​ 1,379 2026 ​ 1,501 2027 ​ 1,477 2028 ​ 1,529 2029 to 2033 ​ 9,075 ​ 401(k) Plan ​ The Company maintains a 401(k) Plan (the “401(k) Plan”) that existed before the Merger. The 401(k) Plan covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the first day of the month following the 60 th day of employment, unless they elect not to participate. Participants may contribute a portion of their pre-tax base salary, generally not to exceed $ 22,500 for the calendar year ended December 31, 2023. Under the provisions of the 401(k) plan, employee contributions are partially matched by the Bank as follows: 100 % of each employee’s contributions up to 1 % of each employee’s compensation plus 50 % of each employee’s contributions over 1 % but not in excess of 6 % of each employee’s compensation for a maximum contribution of 3.5 % of a participating employee’s compensation. Participants can invest their account balances into several investment alternatives. The 401(k) plan does not allow for investment in the Company’s common stock. Legacy Dime employees were allowed to rollover Company common stock shares in-kind held in the former Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and hold in the 401(k) Plan. The 401(k) held Company common stock within the accounts of participants totaling $ 6.3 million and $ 7.8 million at December 31, 2023 and 2022, respectively. Total expense recognized as a component of 91 Table of Contents salaries and employee benefits expense for the 401(k) Plan was $ 2.5 million during the year ended December 31, 2023 and $ 2.3 million during the years December 31, 2022, and December 31, 2021, respectively. ​ Dime KSOP Plan The Dime Community Bank KSOP Plan (“Dime KSOP Plan”) was terminated by resolution of the Legacy Dime Board of Directors. The effective date of the Dime KSOP Plan termination was February 1, 2021, the date of the Merger. As such, all participants were required to transfer their assets out of the Dime KSOP Plan. The KSOP held Legacy Dime common stock within the accounts of participants totaling $ 40 thousand at December 31, 2021. During the year ended December 31, 2021, total expense recognized as a component of salaries and employee benefits expense for the Dime KSOP Plan was $ 338 thousand. ​ BMP and Outside Director Retirement Plan The Holding Company and Bank maintained the BMP, which existed in order to compensate executive officers for any curtailments in benefits due to statutory limitations on benefit plans. Benefit accruals under the defined benefit portion of the BMP were suspended on April 1, 2000, when they were suspended under the Employee Retirement Plan. Effective July 1, 1996, the Company established the Outside Director Retirement Plan to provide benefits to each eligible outside director commencing upon the earlier of termination of Board service or at age 75 . The Outside Director Retirement Plan was frozen on March 31, 2005, and only outside directors serving prior to that date are eligible for benefits. As of December 31, 2021, the Bank used December 31 st as its measurement date for both the BMP and Outside Director Retirement Plan. In connection with the Merger, the Outside Director Retirement Plan and the BMP were terminated, resulting in lump sum payments to the participants in the amounts of $ 2.8 million for the Outside Director Retirement Plan and $ 6.2 million for the BMP. The total expense recognized as a curtailment loss during the year ended December 31, 2021 was $ 1.5 million. The combined funded status of the defined benefit portions of the BMP and the Director Retirement Plan was as follows: ​ ​ ​ ​ ​ ​ ​ Year Ended (In thousands) December 31, 2021 Reconciliation of projected benefit obligation: ​ Projected benefit obligation at beginning of year ​ $ 9,328 Interest cost ​ 12 Benefit payments ​ ( 9,063 ) Actuarial (gain) loss ​ ( 277 ) Projected benefit obligation at end of year ​ — Plan assets at fair value: ​ Balance at beginning of year ​ — Contributions ​ 9,063 Benefit payments ​ ( 9,063 ) Balance at end of period ​ — Funded status at end of year ​ $ — ​ The combined net periodic cost for the defined benefit portions of the BMP and the Director Retirement Plan included the following components: ​ ​ ​ ​ ​ ​ ​ Year Ended (In thousands) December 31, 2021 Interest cost ​ $ 12 Curtailment loss ​ ​ 1,543 Amortization of unrealized loss ​ — Net periodic benefit cost ​ $ 1,555 ​ 92 Table of Contents The combined change in accumulated other comprehensive loss that resulted from the BMP and Director Retirement Plan is summarized as follows: ​ ​ ​ ​ ​ ​ ​ Year Ended (In thousands) December 31, 2021 Balance at beginning of year ​ $ ( 1,820 ) Amortization of unrealized loss ​ — Gain (loss) recognized during the year ​ 277 Curtailment credit ​ ​ 1,543 Balance at the end of year ​ $ — Period end component of accumulated other comprehensive loss, net of tax ​ $ — ​ Postretirement Benefit Plan The Bank offered the Postretirement Benefit Plan to its retired employees who provided at least five consecutive years of credited service and were active employees prior to April 1, 1991. Postretirement Benefit Plan benefits were available only to full-time employees who commence or commenced collecting retirement benefits from the Retirement Plan immediately upon termination of service from the Bank. The Postretirement Benefit Plan was amended effective March 31, 2015 to eliminate plan participation for post-amendment retirees. The plan was terminated during the year ended December 31, 2020. The funded status of the Postretirement Benefit Plan was as follows: ​ ​ ​ ​ ​ ​ ​ Year Ended (In thousands) December 31, 2021 Reconciliation of projected benefit obligation: ​ Projected benefit obligation at beginning of year ​ $ 13 Interest cost ​ — Actuarial loss ​ — Curtailment gain ​ ​ — Benefit payments ​ ( 13 ) Projected benefit obligation at end of year ​ — Plan assets at fair value: ​ Balance at beginning of year ​ — Contributions ​ 13 Benefit payments ​ ( 13 ) Balance at end of period ​ — Funded status at end of year ​ $ — ​ ​ ​ 20. STOCK-BASED COMPENSATION Before the Merger, Bridge and Legacy Dime granted share-based awards under their respective stock-based compensation plans, (collectively, the “Legacy Stock Plans”), which are both subject to the accounting requirements of ASC 718. In May 2021, the Company’s shareholders approved the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) to provide the Company with sufficient equity compensation to meet the objectives of appropriately incentivizing its officers, other employees, and directors to execute our strategic plan to build shareholder value, while providing appropriate shareholder protections. The Company no longer makes grants under the Legacy Stock Plans. Awards outstanding under the Legacy Stock Plans will continue to remain outstanding and subject to the terms and conditions of the Legacy Stock Plans. At December 31, 2023, there were 638,799 shares reserved for issuance under the 2021 Equity Incentive Plan. In connection with the Merger, all outstanding stock options granted under Legacy Dime’s equity plans, were legally assumed by the combined company and adjusted so that its holder is entitled to receive a number of shares of Dime’s common stock equal to the product of (a) the number of shares of Legacy Dime common stock subject to such award multiplied by (b) the Exchange Ratio and (c) rounded, as applicable, to the nearest whole share, and otherwise subject to the same terms and conditions (including, without limitation, with respect to vesting conditions (taking into account any vesting that occurred at the Merger Date). 93 Table of Contents In connection with the Merger, all outstanding stock options and time-vesting restricted stock units of Bridge, which we refer to as the Bridge equity awards, which were outstanding immediately before the Merger Date continue to be awards in respect of Dime common stock following the Merger, subject to the same terms and conditions that were applicable to such awards before the Merger Date. ​ Stock Option Activity The following table presents a summary of activity related to stock options granted under the Legacy Stock Plans, and changes during the period then ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Remaining ​ Aggregate ​ ​ Number of ​ Average Exercise ​ Contractual ​ Intrinsic (Dollars in thousands except share and per share amounts) Options Price Years Value Options outstanding at January 1, 2023 ​ 92,137 ​ $ 35.39 ​ 6.2 ​ ​ — Options exercised ​ — ​ — ​ ​ ​ ​ ​ Options forfeited ​ ( 65,142 ) ​ 35.38 ​ ​ ​ ​ ​ Options outstanding at December 31, 2023 26,995 ​ $ 35.39 5.2 ​ $ — Options vested and exercisable at December 31, 2023 26,995 ​ $ 35.39 5.2 ​ $ — ​ Information related to stock options during each period is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 2021 Cash received for option exercise cost ​ $ — ​ $ — ​ $ 431 Income tax (expense) benefit recognized on stock option exercises ​ — ​ — ​ ( 15 ) Intrinsic value of options exercised ​ — ​ — ​ 171 ​ The range of exercise prices and weighted-average remaining contractual lives of both outstanding and vested options (by option exercise cost) as of December 31, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding Options Vested Options ​ ​ ​ ​ Weighted ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ ​ Contractual ​ ​ ​ Contractual ​ ​ ​ ​ Years ​ ​ ​ Years ​ Amount Remaining Amount Remaining Exercise Prices: $ 34.87 10,061 6.1 10,061 6.1 $ 35.35 9,802 5.1 9,802 5.1 $ 36.19 7,132 4.1 7,132 4.1 Total 26,995 5.2 26,995 5.2 ​ Restricted Stock Awards The Company has made RSA grants to outside Directors and certain officers under the Legacy Stock Plans and the 2021 Equity Incentive Plan. Typically, awards to outside Directors fully vest on the first anniversary of the grant date, while awards to officers vest over a pre-determined requisite period. All awards were made at the fair value of the Company’s common stock on the grant date. Compensation expense on all RSAs is based upon the fair value of the shares on the respective dates of the grant. 94 Table of Contents The following table presents a summary of activity related to the RSAs granted, and changes during the period then ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ Number of ​ Grant-Date ​ Shares Fair Value Unvested allocated shares outstanding at January 1, 2023 ​ 350,758 ​ $ 28.63 Shares granted 220,750 ​ 25.47 Shares vested ​ ( 134,648 ) ​ ​ 29.37 Shares forfeited ( 80,065 ) ​ 26.45 Unvested allocated shares outstanding at December 31, 2023 356,795 ​ $ 26.88 ​ Information related to RSAs during each period is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ ​ 2023 ​ 2022 ​ 2021 Compensation expense recognized ​ $ 4,003 ​ $ 3,516 ​ $ 5,253 Income tax (expense) benefit recognized on vesting of RSAs ​ ( 188 ) ​ ( 10 ) ​ 27 ​ As of December 31, 2023, there was $ 5.6 million of total unrecognized compensation cost related to unvested RSAs to be recognized over a weighted-average period of 1.7 years. ​ Performance-Based Share Awards The Company maintains a LTIP for certain officers, which meets the criteria for equity-based accounting. For each award, threshold ( 50 % of target), target ( 100 % of target) and stretch ( 150 % of target) opportunities are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain goals that were established at the onset of the performance period and cannot be altered subsequently. Shares of common stock are issued on the grant date and held as unvested stock awards until the end of the performance period. Shares are issued at the stretch opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period. Compensation expense on PSAs is based upon the fair value of the shares on the date of the grant for the expected aggregate share payout as of the period end. As of December 31, 2023 and 2022, 195,066 shares and 60,755 shares have been granted, respectively. The following table presents a summary of activity related to the PSAs granted, and changes during the period then ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ Number of ​ Grant-Date ​ Shares Fair Value Maximum aggregate share payout at January 1, 2023 ​ 95,831 ​ $ 30.35 Shares granted 195,066 ​ 17.69 Shares forfeited ​ ( 60,987 ) ​ ​ 25.21 Maximum aggregate share payout at December 31, 2023 229,910 ​ $ 20.97 Minimum aggregate share payout — ​ ​ — Expected aggregate share payout 210,820 ​ $ 20.21 ​ Information related to PSAs during each period is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) ​ 2023 2022 2021 Compensation (benefit) expense recognized ​ $ 635 ​ $ 760 ​ $ 154 Income tax expense recognized on vesting of PSAs ​ — ​ 193 ​ — ​ As of December 31, 2023, there was $ 2.7 million of total unrecognized compensation cost related to unvested PSAs based on the expected aggregate share payout to be recognized over a weighted-average period of 2.3 years. ​ ​ 95 Table of Contents 21. EARNINGS PER SHARE Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if "in the money" stock options were exercised and converted into common stock, and prior to 2021, if all likely aggregate PSAs were issued. In determining the weighted average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested RSA shares are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. Unvested RSA and PSA shares not yet awarded are recognized as a special class of participating securities under ASC 260, and are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. The following is a reconciliation of the numerators and denominators of basic and diluted EPS for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands except share and per share amounts) 2023 2022 2021 Net income available to common stockholders ​ $ 88,808 ​ $ 145,270 ​ $ 96,710 Less: Dividends paid and earnings allocated to participating securities ​ ( 1,240 ) ​ ( 1,688 ) ​ ( 1,215 ) Income attributable to common stock ​ $ 87,568 ​ $ 143,582 ​ $ 95,495 Weighted-average common shares outstanding, including participating securities ​ 38,754,346 ​ 38,985,314 ​ 39,327,959 Less: weighted-average participating securities ​ ( 566,869 ) ​ ( 446,480 ) ​ ( 425,533 ) Weighted-average common shares outstanding ​ 38,187,477 ​ 38,538,834 ​ 38,902,426 Basic EPS ​ $ 2.29 ​ $ 3.73 ​ $ 2.45 ​ ​ ​ ​ Income attributable to common stock ​ $ 87,568 ​ $ 143,582 ​ $ 95,495 Weighted-average common shares outstanding ​ 38,187,477 ​ 38,538,834 ​ 38,902,426 Weighted-average common equivalent shares outstanding ​ — ​ — ​ 611 Weighted-average common and equivalent shares outstanding ​ 38,187,477 ​ 38,538,834 ​ 38,903,037 Diluted EPS ​ $ 2.29 ​ $ 3.73 ​ $ 2.45 ​ Common and equivalent shares resulting from the dilutive effect of "in-the-money" outstanding stock options are calculated based upon the excess of the average market value of the common stock over the exercise price of outstanding in-the-money stock options during the period. There were 69,479 , 134,447 and 167,053 weighted-average stock options outstanding for the years ended December 31, 2023, 2022 and 2021, respectively, which were not considered in the calculation of diluted EPS since their exercise prices exceeded the average market price during the period. ​ 22. PREFERRED STOCK On February 5, 2020, Legacy Dime completed an underwritten public offering of 2,999,200 shares, or $ 75.0 million in aggregate liquidation preference, of its 5.50 % Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $ 0.01 per share, with a liquidation preference of $ 25.00 per share (the “Legacy Dime Preferred Stock”). The net proceeds received from the issuance of preferred stock at the time of closing were $ 72.2 million. On June 10, 2020, Legacy Dime completed an underwritten public offering, a reopening of the February 5, 2020 original issuance, of 2,300,000 shares, or $ 57.5 million in aggregate liquidation preference, of the Legacy Dime Preferred Stock. The net proceeds received from the issuance of preferred stock at the time of closing were $ 44.3 million. At the Effective Time of the Merger, each outstanding share of the Legacy Dime Preferred Stock was converted into the right to receive one share of a newly created series of the Company’s preferred stock having the same powers, preferences and rights as the Legacy Dime Preferred Stock. The Company expects to pay dividends when, as, and if declared by its board of directors, at a fixed rate of 5.50 % per annum, payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The Preferred Stock is perpetual and has no stated maturity. The Company may redeem the Preferred Stock at its option at a redemption price equal to $ 25.00 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), subject to regulatory approval, on or after June 15, 2025 or within 90 days following a regulatory capital treatment event, as described in the prospectus supplement and accompanying prospectus relating to the offering. 96 Table of Contents 23. COMMITMENTS AND CONTINGENCIES Loan Commitments and Lines of Credit The contractual amounts of financial instruments with off-balance sheet risk were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 (In thousands) Fixed Rate Variable Rate Fixed Rate Variable Rate Available lines of credit ​ $ 114,880 ​ $ 1,072,471 ​ $ 73,929 ​ $ 996,029 Other loan commitments ​ 7,190 ​ 89,855 ​ 150,663 ​ 120,899 Stand-by letters of credit ​ 38,095 ​ — ​ 27,020 ​ 355 ​ At December 31, 2023 and 2022, the Bank had outstanding firm loan commitments that were accepted by borrowers that aggregated to $ 97.0 million and $ 271.6 million, respectively. Substantially all of the Bank’s commitments expire within three months of their acceptance by the prospective borrowers. The credit risk associated with these commitments is based on the loan type which is comprised of multifamily residential, residential mixed-use, CRE, commercial mixed-use, C&I, and one-to-four family residential loans. At December 31, 2023, the Bank had an available line of credit with the FHLBNY equal to its excess borrowing capacity. At December 31, 2023, this amount approximated $ 1.19 billion. During the year ended December 31, 2017, the Bank completed a securitization of $ 280.2 million of its multifamily loans through a FHLMC sponsored “Q-deal” securitization completed in December 2017. With respect to the securitization transaction, the Company also has continuing involvement through a reimbursement agreement executed with Freddie Mac. To the extent the ultimate resolution of defaulted loans results in contractual principal and interest payments that are deficient, the Company is obligated to reimburse FHLMC for such amounts, not to exceed 10 % of the original principal amount of the loans comprising the securitization pool at the closing date. ​ Litigation ​ The Company is subject to certain pending and threatened legal actions which arise out of the normal course of business. Litigation is inherently unpredictable, particularly in proceedings where claimants seek substantial or indeterminate damages, or which are in their early stages. The Company cannot predict with certainty the actual loss or range of loss related to such legal proceedings, the manner in which they will be resolved, the timing of final resolution or the ultimate settlement. Consequently, the Company cannot estimate losses or ranges of losses related to such legal matters, even in instances where it is reasonably possible that a loss will be incurred. In the opinion of management, after consultation with counsel, the resolution of all ongoing legal proceedings will not have a material adverse effect on the consolidated financial condition or results of operations of the Company. The Company accounts for potential losses related to litigation in accordance with GAAP. ​ 24. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: Level 1 Inputs – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date. Level 2 Inputs – Significant other observable inputs such as any of the following: (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active, (3) inputs other than quoted prices that are observable for the asset or liability ( e.g. , interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates), or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). 97 Table of Contents Level 3 Inputs – Significant unobservable inputs for the asset or liability. Significant unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Significant unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. ​ Assets and Liabilities Measured at Fair Value on a Recurring Basis ​ Securities ​ The Company’s available-for-sale securities are reported at fair value, which were determined utilizing prices obtained from independent parties. The valuations obtained are based upon market data, and often utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (obtained only from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Prioritization of inputs may vary on any given day based on market conditions. ​ All MBS, CMOs, treasury securities, and agency notes are guaranteed either implicitly or explicitly by GSEs as of December 31, 2023 and December 31, 2022. In accordance with the Company’s investment policy, corporate securities are rated "investment grade" at the time of purchase and the financials of the issuers are reviewed quarterly. Obtaining market values as of December 31, 2023 and December 31, 2022 for these securities utilizing significant observable inputs was not difficult due to their liquid nature. ​ Derivatives Derivatives represent interest rate swaps and estimated fair values are based on valuation models using observable market data as of the measurement date. The following tables present financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ ​ at December 31, 2023 Using ​ ​ ​ ​ ​ Level 1 ​ Level 2 ​ Level 3 (In thousands) Total Inputs Inputs Inputs Financial Assets: ​ ​ ​ ​ Securities available-for-sale: ​ ​ ​ ​ Agency notes ​ $ 9,371 ​ $ — ​ $ 9,371 ​ $ — Treasury securities ​ ​ 234,190 ​ ​ — ​ ​ 234,190 ​ ​ — Corporate securities ​ 151,170 ​ — ​ 151,170 ​ — Pass-through MBS issued by GSEs ​ 205,285 ​ — ​ 205,285 ​ — Agency CMOs ​ 259,415 ​ — ​ 259,415 ​ — State and municipal obligations ​ ​ 26,809 ​ ​ — ​ ​ 26,809 ​ ​ — Derivative – cash flow hedges ​ 7,461 ​ — ​ 7,461 ​ — Derivative – freestanding derivatives, net ​ 114,671 ​ — ​ 114,671 ​ — Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative – fair value hedges ​ ​ 6,594 ​ ​ — ​ ​ 6,594 ​ ​ — Derivative – freestanding derivatives, net ​ 114,671 ​ — ​ 114,671 ​ — ​ 98 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ ​ at December 31, 2022 Using ​ ​ ​ ​ ​ Level 1 ​ Level 2 ​ Level 3 (In thousands) Total Inputs Inputs Inputs Financial Assets: ​ ​ ​ ​ Securities available-for-sale: ​ ​ ​ ​ Treasury securities ​ $ 227,256 ​ $ — ​ $ 227,256 ​ $ — Corporate securities ​ ​ 166,773 ​ — ​ 166,773 ​ ​ — Pass-through MBS issued by GSEs ​ 241,240 ​ — ​ 241,240 ​ — Agency CMOs ​ 281,339 ​ — ​ 281,339 ​ — State and municipal obligations ​ 33,979 ​ ​ — ​ ​ 33,979 ​ — Derivative – cash flow hedges ​ 17,150 ​ — ​ 17,150 ​ — Derivative – freestanding derivatives, net ​ 137,335 ​ — ​ 137,335 ​ — Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative – freestanding derivatives, net ​ 137,335 ​ — ​ 137,335 ​ — ​ Assets Measured at Fair Value on a Non-recurring Basis ​ Certain financial assets are measured at fair value on a nonrecurring basis. That is, they are subject to fair value adjustments in certain circumstances. Financial assets measured at fair value on a non-recurring basis include certain individually evaluated loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ Quoted Prices ​ ​ ​ ​ ​ ​ ​ ​ In Active ​ Significant ​ ​ ​ ​ ​ Markets for ​ Other ​ Significant ​ ​ ​ ​ Identical ​ Observable ​ Unobservable ​ ​ Carrying ​ Assets ​ Inputs ​ Inputs (In thousands) Value (Level 1) (Level 2) (Level 3) Individually evaluated loans ​ $ 6,336 ​ $ — ​ $ — $ 6,336 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ Quoted Prices ​ ​ ​ ​ ​ ​ ​ ​ In Active ​ Significant ​ ​ ​ ​ ​ ​ Markets for ​ Other ​ Significant ​ ​ ​ ​ Identical ​ Observable ​ Unobservable ​ ​ Carrying ​ Assets ​ Inputs ​ Inputs (In thousands) Value (Level 1) (Level 2) (Level 3) Individually evaluated loans ​ $ 1,179 $ — ​ $ — $ 1,179 ​ Individually evaluated loans with an allowance for credit losses at December 31, 2023 had a carrying amount of $ 6.3 million, which is made up of the outstanding balance of $ 7.3 million, net of a valuation allowance of $ 1.0 million. Collateral dependent individually analyzed loans as of December 31, 2023 resulted in a credit loss recovery of $ 371 thousand, which is included in the amounts reported in the consolidated statements of operations for the year ended December 31, 2023. ​ Individually evaluated loans with an allowance for credit losses at December 31, 2022 had a carrying amount of $ 1.2 million, which is made up of the outstanding balance of $ 2.5 million, net of a valuation allowance of $ 1.3 million. Collateral dependent individually analyzed loans as of December 31, 2022 resulted in a credit loss provision of $ 0.7 million, which is included in the amounts reported in the consolidated statements of operations for the year ended December 31, 2022. ​ ​ 99 Table of Contents Financial Instruments Not Measured at Fair Value The following tables present the carrying amounts and estimated fair values of financial instruments other than those measured at fair value on either a recurring or nonrecurring basis for the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ ​ at December 31, 2023 Using ​ ​ Carrying ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ (In thousands) Amount Inputs Inputs Inputs Total Financial Assets: ​ ​ ​ ​ ​ Cash and due from banks ​ $ 457,547 ​ $ 457,547 ​ $ — ​ $ — ​ $ 457,547 Securities held-to-maturity ​ ​ 594,639 ​ — ​ 516,930 ​ — ​ 516,930 Loans held for investment, net ​ 10,695,349 ​ — ​ — ​ 10,305,026 ​ 10,305,026 Accrued interest receivable ​ 55,666 ​ — ​ 6,593 ​ 49,073 ​ 55,666 Financial Liabilities: ​ ​ ​ ​ ​ Savings, money market and checking accounts (1) ​ 8,922,972 ​ 8,922,972 ​ — ​ — ​ 8,922,972 CDs ​ 1,607,683 ​ — ​ 1,602,087 ​ — ​ 1,602,087 FHLBNY advances ​ 1,313,000 ​ — ​ 1,312,940 ​ — ​ 1,312,940 Subordinated debt, net ​ 200,196 ​ — ​ 160,696 ​ — ​ 160,696 Accrued interest payable ​ 17,298 ​ — ​ 17,298 ​ — ​ 17,298 (1) Includes mortgage escrow deposits. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ ​ at December 31, 2022 Using ​ ​ Carrying ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ (In thousands) Amount Inputs Inputs Inputs Total Financial Assets: ​ ​ ​ ​ ​ Cash and due from banks ​ $ 169,297 ​ $ 169,297 ​ $ — ​ $ — ​ $ 169,297 Securities held-to-maturity ​ ​ 585,798 ​ — ​ 505,759 ​ — ​ 505,759 Loans held for investment, net ​ 10,482,145 ​ — ​ — ​ 10,005,121 ​ 10,005,121 Accrued interest receivable ​ 48,561 ​ — ​ 6,105 ​ 42,456 ​ 48,561 Financial Liabilities: ​ ​ ​ ​ ​ Savings, money market and checking accounts (1) ​ 9,139,043 ​ 9,139,043 ​ — ​ — ​ 9,139,043 CDs ​ 1,115,364 ​ — ​ 1,096,808 ​ — ​ 1,096,808 FHLBNY advances ​ 1,131,000 ​ — ​ 1,131,217 ​ — ​ 1,131,217 Subordinated debt, net ​ 200,283 ​ — ​ 180,583 ​ — ​ 180,583 Other short-term borrowings ​ ​ 1,360 ​ ​ 1,360 ​ ​ — ​ ​ — ​ ​ 1,360 Accrued interest payable ​ 5,323 ​ — ​ 5,323 ​ — ​ 5,323 (1) Includes mortgage escrow deposits. ​ ​ ​ 25. REGULATORY CAPITAL MATTERS The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital requirements that involve quantitative measures of the Company’s and Bank’s assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications also are subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total, tier 1, and common equity tier 1 capital to risk-weighted assets and of tier 1 capital to average assets. Tier 1 capital, risk-weighted assets and average assets are as defined by regulation. The required 100 Table of Contents minimums for the Company and Bank are set forth in the tables that follow. The Company and the Bank met all capital adequacy requirements at December 31, 2023 and 2022. Under the Basel III Capital Rules the Company and the Bank are subject to the following minimum capital to risk-weighted assets ratios: a) 4.5 % based on common equity tier 1 capital ("CET1"); b) 6.0 % based on tier 1 capital; and c) 8.0 % based on total regulatory capital. A minimum leverage ratio (tier 1 capital as a percentage of total average assets) of 4.0 % is also required under the Basel III Capital Rules. The Basel III Capital Rules additionally require institutions to retain a capital conservation buffer, composed of CET1, of 2.5 % above these required minimum capital ratio levels. Including the capital conservation buffer, the Company and the Bank effectively have the following minimum capital to risk-weighted assets ratios: a) 7.0 % based on CET1; b) 8.5 % based on tier 1 capital; and c) 10.5 % based on total regulatory capital. The Company and the Bank made the one-time, permanent election to continue to exclude the effects of accumulated other comprehensive income or loss items included in stockholders’ equity for the purposes of determining the regulatory capital ratios. As of December 31, 2023, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, tier 1 risk-based, common equity tier 1 risk-based, and tier 1 leverage ratios as set forth in the tables below. Since that notification, there are no conditions or events that management believes have changed the institution’s category. The following tables present actual capital levels and minimum required levels for the Company and the Bank under Basel III rules at December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ For Capital ​ ​ To Be Categorized ​ ​ ​ Actual ​ ​ Adequacy Purposes (1) ​ ​ as “Well Capitalized” (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ ​ ​ ​ Minimum (Dollars in thousands) Amount Ratio ​ Amount Ratio ​ Amount Ratio Tier 1 capital / % of average total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bank ​ $ 1,331,676 9.8 % ​ $ 544,254 4.0 % ​ $ 680,318 5.0 % Consolidated Company ​ 1,158,455 8.5 ​ ​ 544,529 4.0 ​ ​ N/A N/A ​ Common equity Tier 1 capital / % of risk-weighted assets ​ ​ ​ ​ ​ ​ Bank ​ 1,331,676 12.6 ​ ​ 476,168 4.5 ​ ​ 687,798 6.5 ​ Consolidated Company ​ 1,041,886 9.8 ​ ​ 476,341 4.5 ​ ​ N/A N/A ​ Tier 1 capital / % of risk-weighted assets ​ ​ ​ ​ ​ ​ ​ Bank ​ 1,331,676 12.6 ​ ​ 634,890 6.0 ​ ​ 846,520 8.0 ​ Consolidated Company ​ 1,158,455 10.9 ​ ​ 635,122 6.0 ​ ​ N/A N/A ​ Total capital / % of risk-weighted assets ​ ​ ​ ​ ​ ​ ​ Bank ​ 1,406,581 13.3 ​ ​ 846,520 8.0 ​ ​ 1,058,151 10.0 ​ Consolidated Company ​ 1,433,361 13.5 ​ ​ 846,829 8.0 ​ ​ N/A N/A ​ (1) In accordance with the Basel III rules. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ For Capital ​ ​ To Be Categorized ​ ​ ​ Actual ​ ​ Adequacy Purposes (1) ​ ​ as “Well Capitalized” (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ ​ ​ ​ Minimum ​ (Dollars in thousands) Amount Ratio ​ Amount Ratio ​ Amount Ratio ​ Tier 1 capital / % of average total assets ​ ​ ​ ​ ​ ​ Bank ​ $ 1,286,656 10.0 % ​ $ 517,606 4.0 % ​ $ 647,008 5.0 % Consolidated Company ​ 1,103,498 8.5 ​ ​ 517,914 4.0 ​ ​ N/A N/A ​ Common equity Tier 1 capital / % of risk-weighted assets ​ ​ ​ ​ ​ ​ Bank ​ 1,286,656 11.9 ​ ​ 485,062 4.5 ​ ​ 700,645 6.5 ​ Consolidated Company ​ 986,928 9.2 ​ ​ 485,243 4.5 ​ ​ N/A N/A ​ Tier 1 capital / % of risk-weighted assets ​ ​ ​ ​ ​ ​ ​ Bank ​ 1,286,656 11.9 ​ ​ 646,749 6.0 ​ ​ 862,332 8.0 ​ Consolidated Company ​ 1,103,498 10.2 ​ ​ 646,990 6.0 ​ ​ N/A N/A ​ Total capital / % of risk-weighted assets ​ ​ ​ ​ ​ ​ ​ Bank ​ 1,373,431 12.7 ​ ​ 862,332 8.0 ​ ​ 1,077,915 10.0 ​ Consolidated Company ​ 1,390,272 12.9 ​ ​ 862,654 8.0 ​ ​ N/A N/A ​ (1) In accordance with the Basel III rules. 101 Table of Contents ​ ​ 26. CONDENSED HOLDING COMPANY ONLY FINANCIAL STATEMENTS The following statements of financial condition as of December 31, 2023 and 2022, and the related statements of operations and cash flows for the years ended December 31, 2023, 2022 and 2021, reflect the Holding Company’s investment in its wholly-owned subsidiary, the Bank, using, as deemed appropriate, the equity method of accounting: DIME COMMUNITY BANCSHARES, INC. CONDENSED STATEMENTS OF FINANCIAL CONDITION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (In thousands) 2023 2022 ASSETS: ​ ​ Cash and due from banks ​ $ 35,114 ​ $ 25,009 Securities available-for-sale, at fair value ​ ​ 2,693 ​ ​ 2,489 Investment in subsidiaries ​ 1,395,526 ​ 1,348,962 Other assets ​ 4,401 ​ 4,389 Total assets ​ $ 1,437,734 ​ $ 1,380,849 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY: ​ ​ Subordinated debt, net ​ $ 200,196 ​ $ 200,283 Other liabilities ​ 11,313 ​ 10,983 Stockholders’ equity ​ 1,226,225 ​ 1,169,583 Total liabilities and stockholders’ equity ​ $ 1,437,734 ​ $ 1,380,849 ​ DIME COMMUNITY BANCSHARES, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 2021 Net interest loss ​ $ ( 9,942 ) ​ $ ( 10,394 ) ​ $ ( 8,427 ) Dividends received from Bank ​ 60,000 ​ 95,000 ​ 20,000 Non-interest income ​ — ​ — ​ 136 Non-interest expense ​ ( 1,066 ) ​ ( 1,720 ) ​ ( 4,361 ) Income before income taxes and equity in undistributed earnings of direct subsidiaries ​ 48,992 ​ 82,886 ​ 7,348 Income tax credit ​ 7,822 ​ 4,001 ​ 4,051 Income before equity in undistributed earnings of direct subsidiaries ​ 56,814 ​ 86,887 ​ 11,399 Equity in undistributed earnings of subsidiaries ​ 39,280 ​ 65,669 ​ 92,597 Net income ​ $ 96,094 ​ $ 152,556 ​ $ 103,996 (1) Comprehensive income for the Holding Company approximated comprehensive income for the consolidated Company during the years ended December 31, 2023, 2022 and 2021. 102 Table of Contents DIME COMMUNITY BANCSHARES, INC. CONDENSED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 2021 Cash flows from operating activities: ​ ​ ​ Net income ​ $ 96,094 ​ $ 152,556 ​ $ 103,996 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Equity in undistributed earnings of direct subsidiaries ​ ( 39,280 ) ​ ( 65,669 ) ​ ( 92,597 ) Net gain on marketable equity securities ​ — ​ — ​ ( 131 ) Net accretion ​ ( 87 ) ​ ( 111 ) ​ ( 157 ) Loss on extinguishment of debt ​ ​ — ​ ​ 740 ​ ​ — (Increase) decrease in other assets ​ ( 62 ) ​ ( 104 ) ​ 761 (Decrease) increase in other liabilities ​ ( 931 ) ​ ( 1,096 ) ​ 269 Net cash provided by operating activities ​ 55,734 ​ 86,316 ​ 12,141 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ Proceeds sales of marketable equity securities ​ — ​ — ​ 6,101 Purchases of securities available-for-sale ​ — ​ — ​ ( 3,000 ) Net cash received in business combination ​ ​ — ​ ​ — ​ ​ 11,545 Net cash provided by investing activities ​ — ​ — ​ 14,646 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ Proceeds from subordinated debentures issuance, net ​ ​ — ​ ​ 157,559 ​ ​ — Redemption of subordinated debentures ​ ​ — ​ ​ ( 155,000 ) ​ ​ — Proceeds from exercise of stock options ​ — ​ — ​ 431 Release of stock for benefit plan awards ​ 1,164 ​ 1,167 ​ 1,153 Payments related to tax withholding for equity awards ​ ( 1,258 ) ​ ( 1,558 ) ​ ( 111 ) BMP ESOP shares received to satisfy distribution of retirement benefits ​ — ​ — ​ ( 993 ) Treasury shares repurchased ​ ( 947 ) ​ ( 46,762 ) ​ ( 59,280 ) Cash dividends paid to preferred stockholders ​ ( 7,286 ) ​ ( 7,286 ) ​ ( 7,286 ) Cash dividends paid to common stockholders ​ ( 37,302 ) ​ ( 36,791 ) ​ ( 39,351 ) Net cash used in financing activities ​ ( 45,629 ) ​ ( 88,671 ) ​ ( 105,437 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and due from banks ​ 10,105 ​ ( 2,355 ) ​ ( 78,650 ) Cash and due from banks, beginning of period ​ 25,009 ​ 27,364 ​ 106,014 Cash and due from banks, end of period ​ $ 35,114 ​ $ 25,009 ​ $ 27,364 ​ ​ ​ 103 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. ​