What changed in this filing

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Item 1. Business

2025-02-20 compared with 2024-02-22 · 39 added, 44 removed, 222 unchanged (27% of the section changed)

Dime Community Bancshares, Inc.

(the “Company”) is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank (the “Bank”).

(the “Holding Company”) is engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank (the “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, and Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services.

The Holding Company functions primarily as the holder of all of the Bank’s common stock.

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.

For over a century, we have maintained our focus on building customer relationships in our market area.

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These deposits, together with funds generated from operations and borrowings, are invested primarily in:

(1) commercial real estate loans (“CRE”);

(1) commercial real estate (“CRE”) loans;

(2) multi-family mortgage loans;

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We also offer the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) programs, providing multi-millions of dollars of Federal Deposit Insurance Corporation (“FDIC”) insurance on deposits to our customers.

In addition, we offer merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, and individual retirement accounts as well as investment services through Dime Financial Services LLC, which offers a full range of investment products and services through a third-party broker dealer.

Through its title insurance subsidiary, the Bank acts as a broker for title insurance services.

In addition, we offer merchant credit and debit card processing, automated teller machines, cash and treasury management services, escrow account services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, and individual retirement accounts.

We also offer investment services through Dime Financial Services LLC, which offers a full range of investment products and services through a third-party broker dealer.

Through its title insurance subsidiary Dime Abstract, the Bank acts as a broker for title insurance services.

Our customer base is comprised principally of small and medium sized businesses, municipal relationships and consumer relationships.

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”).

As of December 31, 2023, we operated 60 branch locations throughout Long Island and the New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island, and the Bronx.

As of December 31, 2024, we operated 62 branch locations throughout Long Island, the New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island and the Bronx, and Westchester County.

Human Capital Resources

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Our employees are not represented by a collective bargaining agreement.

Our culture in the workplace encourages employees to care about each other, the

communities they serve, and the work they do.

Our culture in the workplace encourages employees to care about each other, the communities they serve, and the work they do.

We believe strong community ties, customer focus, accountability, and development of the communities in which we operate will have a favorable long-term impact on our business performance.

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We are committed to retaining employees by being competitive in providing cash and non-cash rewards, benefits, recognition, and professional development opportunities.

We offer an 8-week summer internship program through local colleges that provide students with valuable experience in the professional fields they are considering career paths.

We offer an 8-week summer internship program through local colleges that provide students with valuable experience in the professional fields they are considering as career paths.

It also provides a post-graduation pipeline of future employees.

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Our deposit accounts are insured by the FDIC.

The deposit insurance available on all deposit accounts is $250,000.

The deposit insurance available on all deposit accounts (for each depositor) is $250,000 per depositor for each account ownership category.

The FDIC assesses insured depository institutions to maintain the DIF.

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The assessment range (inclusive of possible adjustments specified by the regulations) for institutions with total assets of more than $10 billion is 2.5 to 42 basis points, effective January 1, 2023.

In 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the DIF associated with the closures of Silicon Valley Bank and Signature Bank.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order or condition imposed by the FDIC.

In 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the DIF associated with the closures of Silicon Valley Bank and Signature Bank, which the Bank continues to pay.

The Company does not know of any practice, condition or violation that might lead to termination of deposit insurance.

2 unchanged sentences

a common equity tier 1 capital to risk-based assets ratio of 4.5%, a tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8.0%, and a tier 1 capital to total assets leverage ratio of 4.0%.

The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory

amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”).

Common equity tier 1 capital is generally defined as common stockholders’ equity and retained earnings.

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The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder.

On April 26, 2016, the federal regulatory agencies approved a second proposed joint rulemaking to implement Section 956 of the Dodd-Frank Act, which prohibits incentive-based compensation that encourages inappropriate risk taking.

In 2016, the federal regulatory agencies approved a proposed joint rulemaking to implement Section 956 of the Dodd-Frank Act, which prohibits incentive-based compensation that encourages inappropriate risk taking.

In May 2024, several federal banking agencies reproposed the incentive compensation regulation, but the FRB did not endorse the 2024 proposal.

In addition, the NYSDFS issued guidance applicable to incentive compensation in October 2016.

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Member banks deemed by the FRB to be “critically undercapitalized” would be subject to the appointment of a receiver or conservator.

The final rule that increased regulatory capital standards adjusted the prompt corrective action tiers as of January 1, 2015.

The various categories were revised to incorporate the new common equity tier 1 capital requirement, the increase in the tier 1 to risk-based assets requirement and other changes.

Under the revised prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized”:

(1) a common equity tier 1 risk-based capital ratio of 6.5% (new standard);

(2) a tier 1 risk-based capital ratio of 8.0% (increased from 6.0%);

(3) a total risk-based capital ratio of 10.0% (unchanged);

and (4) a tier 1 leverage ratio of 5.0% (unchanged).

Under the prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized”:

(1) a common equity tier 1 risk-based capital ratio of 6.5%;

(2) a tier 1 risk-based capital ratio of 8.0%;

(3) a total risk-based capital ratio of 10.0%;

and (4) a tier 1 leverage ratio of 5.0%.

Under federal law and applicable regulations, a New York state member bank may generally declare a dividend, without prior regulatory approval, in an amount equal to its year-to-date retained net income plus the prior two years’ retained net income that is still available for dividend.

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Federal law also permits an interstate merger transaction involving the acquisition of a branch without the acquisition of the bank only if the law of the state in which the branch is located permits out-of-state banks to acquire a branch of a bank in such state without acquiring the bank.

Under the Federal Bank Merger Act, prior approval of the FRB is required for the Bank to merge with or purchase the assets or assume the deposits of another insured depository institution.

In reviewing applications seeking approval of merger and acquisition transactions, the FRB will consider, among other factors, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S.

Under the federal Bank Merger Act, prior approval of the FDIC is required for the Bank to merge with or purchase the assets or assume the deposits of another insured depository institution.

In reviewing applications seeking approval of merger and acquisition transactions, the FDIC will consider, among other factors, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S.

banking or financial system, the applicant’s performance record under the CRA (see “Community Reinvestment”) and its compliance with fair housing and other consumer protection laws, and the effectiveness of the subject organizations in combating money laundering activities.

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A bank’s loans to its affiliates’ executive officers, directors, any owner of more than 10% of its stock (each, an insider) and entities controlled by such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the FRB’s Regulation O implemented thereunder.

Under these restrictions,

the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks.

Under these restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks.

All loans by a bank to all insiders and insiders’ related interests in the aggregate may not exceed the bank’s unimpaired capital and unimpaired surplus.

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The Bank is required to file periodic reports with and is subject to periodic examination by the NYSDFS and the FRB.

Applicable laws and regulations generally require periodic on-site examinations and annual audits by independent public accountants for all insured institutions.

Applicable laws and regulations generally require periodic on-site examinations and annual audits by independent public

accountants for all insured institutions.

The Bank is required to pay an annual assessment to the NYSDFS to fund its supervision.

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For example, the regulations specify that a bank’s CRA performance will be considered in its expansion (e.g., branching or mergers) proposals and may be the basis for approving, denying or conditioning the approval of an application.

On October 24, 2023, the FDIC, the Federal Reserve Board, and the Office of the Comptroller of the Currency issued a final rule to strengthen and modernize the CRA regulations.

Under the final rule, banks with assets of at least $2 billion as of December 31 in both of the prior two calendar years will be a “large bank.” The agencies will evaluate large banks under four performance tests:

the Retail Lending Test, the Retail Services and Products Test, the Community Development Financing Test, and the Community Development Services Test.

The applicability date for the majority of the provisions in the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027.

As of the date of its most recent CRA examination, which was conducted by the Federal Reserve Bank of New York and the NYSDFS, the Bank’s CRA performance was rated “Outstanding”.

As of the date of its most recent CRA examination, on July 15, 2024, the Bank was rated “Outstanding” by the Federal Reserve Bank of New York.

On October 24, 2023, the FDIC, the FRB, and the Office of the Comptroller of the Currency issued a final rule to strengthen and modernize the CRA regulations.

Lending Test, Investment Test, and Service Test.

The applicability date for the majority of the provisions set by the CRA regulations is January 1, 2026, and additional requirements are applicable under the regulations on January 1, 2027.

On March 29, 2024, a federal court in the Northern District of Texas issued a preliminary injunction of the new CRA regulations, enjoining the federal banking agencies from enforcing the regulations against the plaintiff bank industry trade groups, and extending the regulations’ implementation dates day-for-day for each day the injunction is in place.

New York law imposes a similar obligation on the Bank to serve the credit needs of its community.

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Together, the BSA and USA PATRIOT Act require the Bank to implement internal controls, conduct customer due diligence, maintain records, and file reports.

The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls

designed to combat money laundering activities in determining whether to approve a merger or other acquisition application.

The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls designed to combat money laundering activities in determining whether to approve a merger or other acquisition application.

Accordingly, if the Bank engages in a merger or other acquisition, its controls designed to combat money laundering would be considered as part of the application process.

1 unchanged sentence

Dime Community Bancshares, Inc.

The Company, as a bank holding company controlling the Bank, is subject to the Bank Holding Company Act of 1956, as amended (“BHCA”), and the rules and regulations of the FRB under the BHCA applicable to bank holding companies.

The Holding Company, as a bank holding company controlling the Bank, is subject to the Bank Holding Company Act of 1956, as amended (“BHCA”), and the rules and regulations of the FRB under the BHCA applicable to bank holding companies.

We are required to file reports with, and otherwise comply with the rules and regulations of the FRB.

1 unchanged sentence

The Dodd-Frank Act directed the FRB to issue consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves.

The FRB subsequently issued regulations amending its regulatory capital requirements to implement the Dodd-Frank Act as to bank holding company capital standards.

The FRB subsequently issued regulations amending its regulatory capital requirements to implement the Dodd-Frank Act as to bank holding company capital

Consolidated regulatory capital requirements identical to those applicable to the subsidiary banks applied to bank holding companies as of January 1, 2015.

1 unchanged sentence

The Company met all capital adequacy requirements under the FRB’s capital rules on December 31, 2024.

The policy of the FRB is that a bank holding company must serve as a source of strength to its subsidiary banks by providing capital and other support in times of distress.

The policy of the FRB is that a bank holding company must serve as a source of strength to its subsidiary banks by providing capital, managerial and other support in times of distress.

The Dodd-Frank Act codified the source of strength policy.

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The Company has elected not to become a financial holding company.

FRB policy is that a bank holding company should pay cash dividends only to the extent that the company’s net income is sufficient to fund the dividends and the prospective rate of earnings retention is consistent with the company’s capital needs, asset quality and overall financial condition.

FRB policy is that a bank holding company should pay cash dividends only to the extent that the company’s net income is sufficient to fund the dividends and the prospective rate of earnings retention that is consistent with the company’s capital needs, asset quality and overall financial condition.

In addition, FRB guidance sets forth the supervisory expectation that bank holding companies will inform and consult with FRB staff in advance of issuing a dividend that exceeds earnings for the quarter and should inform the FRB and should eliminate, defer or significantly reduce dividends if (i) net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition, or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

1 unchanged sentence

FRB guidance also provides for consultation and nonobjection for material increases in the amount of a bank holding company’s common stock dividend.

Current FRB regulations provide that a bank holding company that is not well capitalized or well managed, as such terms are defined in the regulations, or that is subject to any unresolved supervisory issues, is required to give the FRB prior written notice of any repurchase or redemption of its outstanding equity securities if the gross consideration for repurchase or redemption, when combined with the net consideration paid for all such repurchases or redemptions during the

preceding 12 months, will be equal to 10% or more of the company’s consolidated net worth.

The FRB may disapprove such a repurchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice or violate a law or regulation.

23 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business