What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-22 · 336 added, 554 removed, 1407 unchanged (39% of the section changed)

36 unchanged sentences

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, 2024 and December 31, 2023)

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)

Common stock ($ 0.01 par, 80,000,000 shares authorized, 46,141,361 shares and 41,637,256 shares issued at December 31, 2024 and December 31, 2023 respectively, and 43,622,292 shares and 38,822,654 shares outstanding at December 31, 2024 and December 31, 2023, respectively)

Additional paid-in capital

27 unchanged sentences

Gain on sale of residential loans

Net (loss) gain on equity securities

Net (loss) gain on sale of securities and other assets

Loss on termination of derivatives

Total non-interest income

Fair value change in equity securities and loans held for sale

Net loss on sale of securities

Gain (loss) on sale of other assets

Total non-interest (loss) income

Non-interest expense:

5 unchanged sentences

Loss from extinguishment of debt for FHLBNY advances and subordinated debt

Curtailment loss

Merger expenses and transaction costs

Branch restructuring costs

Loss due to pension settlement

Amortization of other intangible assets

14 unchanged sentences

Change in net unrealized gain (loss) during the period

Reclassification adjustment for net losses (gains) included in net (loss) gain on sale of securities and other assets

Reclassification adjustment for net losses included in net loss on sale of securities and other assets

Accretion of net unrealized loss on securities transferred to held-to-maturity

1 unchanged sentence

Reclassification adjustment for expense included in other expense

Reclassification adjustment for curtailment loss

Change in the net actuarial (loss) gain

Change in the net actuarial gain

Change in unrealized gain (loss) on derivatives:

Change in net unrealized (loss) gain during the period

Reclassification adjustment for loss included in loss on termination of derivatives

Reclassification adjustment for expense included in interest expense

8 unchanged sentences

(Dollars in thousands except per share data)

Year Ended December 31, 2023

Comprehensive

1 unchanged sentence

Stockholders’

Ending balance as of December 31, 2020

Cumulative change in accounting principle (Note 1)

Adjusted balance on January 1, 2021

Other comprehensive income, net of tax

Reverse merger with Bridge Bancorp Inc.

Exercise of stock options, net

Balance as of January 1, 2022

Other comprehensive loss, net of tax

Release of shares, net of forfeitures

Stock-based compensation

Shares received to satisfy distribution of retirement benefits

Shares received related to tax withholding

1 unchanged sentence

Cash dividends declared and paid to common stockholders

Redemption of real estate investment trust ("REIT") preferred stock

Purchase of treasury stock

1 unchanged sentence

Ending balance as of December 31, 2022

Other comprehensive loss, net of tax

Other comprehensive income, net of tax

Release of shares, net of forfeitures

4 unchanged sentences

Purchase of treasury stock

( 1,431,241 )

Ending balance as of December 31, 2023

Other comprehensive income, net of tax

Shares issued in common stock offering, net of offering costs

Release of shares, net of forfeitures

3 unchanged sentences

Cash dividends declared to common stockholders

Purchase of treasury stock

Ending balance as of December 31, 2024

7 unchanged sentences

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

Net loss (gain) on equity securities

Net gain on sale of loans held for sale

Loss on termination of derivatives

Net loss on sale of securities available-for-sale

(Gain) loss on sale of other assets

Fair value change in equity securities and loans held for sale

Gain on sale of loans held for sale

Net depreciation, amortization and accretion

13 unchanged sentences

Proceeds from sales of securities available-for-sale

Proceeds from sales of marketable equity securities

Purchases of securities available-for-sale

( 1,095,028 )

Purchases of securities held-to-maturity

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Proceeds from the sale of portfolio loans transferred to held for sale

(Increase) decrease in loans

Increase in loans

( 1,359,782 )

(Purchases) sales of fixed assets, net

Purchases of fixed assets, net

Proceeds from the sale of fixed assets and premises held for sale

Purchases of restricted stock, net

Net cash received in business combination

Net cash used in (provided by) investing activities

Sales (purchases) of restricted stock, net

Net cash provided by (used in) investing activities

( 1,332,191 )

1 unchanged sentence

Increase (decrease) in deposits

Proceeds (repayments) from FHLBNY advances, short-term, net

( 1,228,865 )

Proceeds (repayments) of FHLBNY advances, long-term

(Repayments) proceeds from FHLBNY advances, long-term

Repayments of other short-term borrowings, net

(Repayments) proceeds from FHLBNY advances, short-term, net

(Repayments) proceeds of FHLBNY advances, long-term

Proceeds (repayments) from FHLBNY advances, long-term

Proceeds (repayments) of other short-term borrowings, net

Proceeds from subordinated debentures issuance, net

Redemption of subordinated debentures

Proceeds from exercise of stock options

Proceeds from common stock issuance, net

Release of stock for benefit plan awards

Payments related to tax withholding for equity awards

BMP Employee Stock Ownership Plan shares received to satisfy distribution of retirement benefits

Purchase of treasury stock

Redemption of REIT preferred stock

Cash dividends paid to preferred stockholders

Cash dividends paid to common stockholders

Net cash provided by (used in) financing activities

( 1,099,029 )

Increase (decrease) in cash and cash equivalents

Net cash provided by financing activities

Increase in cash and cash equivalents

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

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Cash paid for interest

Securities available-for-sale transferred to held-to-maturity

Loans transferred to held for sale

Loans transferred to held for investment

Securities available-for-sale transferred to securities held-to-maturity

Loans transferred to loans held for sale

Loans transferred to loans held for investment

Premises transferred to held for sale

Operating lease assets in exchange for operating lease liabilities

Cumulative change due to CECL Standard adoption

Net non-cash liabilities assumed in Merger (See Note 2)

Surrender of BOLI assets

See Notes to Consolidated Financial Statements.

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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.

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.

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

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

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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.

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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.

Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax (“OCI”).

Equity securities are carried at fair value, with changes in fair value reported in net income.

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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.

There were no non-accrual debt securities at December 31, 2024

and 2023, and there was no accrued interest related to debt securities reversed against interest income for the year ended December 31, 2024 and 2023.

Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

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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.

Problem loans in which the borrower does not adhere to all of the terms and conditions of the legal contract are generally 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.

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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

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.

However, if the loan is in the process of 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.

2 unchanged sentences

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.

Allowance for Credit Losses - The CECL Standard 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.

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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.

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.

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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.

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The Company has identified the following loan pools used to measure the allowance for credit losses as follows:

Business loans - Loans in this classification consist of commercial and industrial and owner-occupied commercial real estate loans.

Commercial, and industrial loans 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 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.

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.

Owner-occupied commercial real estate may have a residential component of less than 50% of the property’s rental income.

The Bank’s underwriting standards 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 owner-occupied 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 the loans is often dependent upon the success of the business occupying the properties.

The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates.

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.

11 unchanged sentences

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:

Non-owner-occupied commercial real estate loans - Loans in this classification consist of mortgage loans on nonresidential properties.

Nonresidential properties may have a residential aspect of less than 50% of the property’s rental income.

Nonresidential properties include investor owned assets such as retail, warehouses/ industrial facilities, hotels, supportive housing, non-medical and medical offices, educational facilities and medical facilities among others.

The Bank’s underwriting standards for non-owner occupied commercial real estate loans generally require:

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.

Repayment of non-owner occupied commercial real estate 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 dependent on economic factors such as unemployment rates and commercial real estate 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.

1 unchanged sentence

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.

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.

1 unchanged sentence

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.

Loan restructurings - 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.

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.

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.

1 unchanged sentence

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.

The Company considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process.

These factors include:

(1) lending policies and procedures;

(1) lending policies and procedures and the experience, ability, and depth of the lending management and other relevant staff;

(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;

(4) the volume and severity of past due loans;

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and (8) 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.

1 unchanged sentence

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

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.

For these loans, the Company recognizes expected credit loss equal to the amount by 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.

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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.

For further discussion of our loan accounting, see Note 4 - 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.

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 recognized 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.

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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

were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transaction will affect earnings.

When a cash flow hedge is discontinued but the hedged cash flows are still expected to occur, gains or losses that 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.

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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.

Leases – Leases are classified as operating or finance leases at the lease commencement date.

The Company recorded leases on the consolidated statements of financial condition with the operating lease asset and lease liability determined at the commencement date of the lease based on the present value of the remaining minimum lease payments, discounted using the Company’s incremental borrowing rate as of the date of inception.

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.

Short-term lease payments are recognized in the Company’s consolidated statements of operations on a straight-line basis over the lease term.

Certain leases may include one or more options to renew.

1 unchanged sentence

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.

Lease expenses are included in occupancy and equipment on the Company’s consolidated statements of operations.

The Company does not sublease any of its leased properties and does not lease properties from any related parties.

Disclosures about the Company’s leasing activities are presented in Note 7.

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.

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Core deposit intangible assets are amortized on an accelerated method over their estimated useful lives of ten years .

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.

Servicing Right Assets (“SRAs”) - 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.

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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.

Bank Owned Life Insurance (“BOLI”) - 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.

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The Company had no unrecognized tax positions at December 31, 2024 or 2023.

Employee Benefits - The Bank maintains two noncontributory pension plans that existed before the Merger:

Employee Benefits - The Bank maintains two noncontributory pension plans:

(i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees.

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(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.

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 Company provides a 401(k) plan, which covers substantially all current employees.

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2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”), the Dime Community Bancshares, Inc.

2019 Equity Incentive Plan, (the “2019 Equity Incentive

Plan”), and the 2012 Stock-Based Compensation Plan (the “2012 Equity Incentive Plan”), (collectively the “Stock Plans”);

2019 Equity Incentive Plan, (the “2019 Equity Incentive Plan”), and the 2012 Stock-Based Compensation Plan (the “2012 Equity Incentive Plan”), (collectively the “Stock Plans”);

which are discussed more fully in Note 17 Stock-Based Compensation.

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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.

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.

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.

Unvested RSA and performance-based share awards (“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).

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Standards Adopted in 2024

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.

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):

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.

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.

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

Market Value at

$ 24.43 Bridge

(Dollars and shares in thousands)

Outstanding Shares

Bridge shareholders

Legacy Dime shareholders

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

(Shares in thousands)

Outstanding Shares

Bridge shareholders

Legacy Dime shareholders

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

Legacy Dime market price per share as of February 1, 2021

Purchase price determination of hypothetical Legacy Dime shares issued to Bridge shareholders

Value of Bridge stock options hypothetically converted to options to acquire shares of Legacy Dime common stock

Cash in lieu of fractional shares

Purchase price consideration

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

Fair value of assets acquired:

Cash and due from banks

Securities available-for-sale

Loans held for sale

Loans held for investment

Premises and fixed assets

Restricted stock

Other intangible assets

Operating lease assets

Total assets acquired

Fair value of liabilities assumed:

Other short-term borrowings

Subordinated debt

Operating lease liabilities

Other liabilities

Total liabilities assumed

Fair value of net identifiable assets

Goodwill resulting from Merger

As a result of the Merger, we recorded $ 100.2 million of goodwill.

The goodwill recorded is not deductible for income tax purposes.

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)

Unpaid principal balance

Non-credit discount at acquisition

Unpaid principal balance, net

Allowance for credit losses at acquisition

Fair value at acquisition

Non-PCD loans:

Unpaid principal balance

Premium at acquisition

Fair value at acquisition

Total fair value at acquisition

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

Goodwill, core deposit intangible and other intangible assets acquired

Liabilities assumed

Purchase price consideration

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 .

ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280)

The Financial Accounting Standards Board issued Accounting Standards Update 2023-07 to improve reportable segment disclosures by requiring public business entities to disclose significant expense categories and amounts for each reportable segment, where significant expense categories are defined as those that are regularly reported to an entity’s chief operating decision-maker and included in a segment’s reported measures of profit or loss.

ASU 2023-07 became effective for the

Company on January 1, 2024.

The adoption of ASU 2023-07 did not have a material effect on the Company’s consolidated financial statements.

Standards That Have Not Yet Been Adopted

2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No.

2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, intended to enhance the transparency of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

Specifically, the amendments in this ASU require disclosure of:

(i) a tabular reconciliation, using both percentages and reporting currency amounts, with prescribed categories that are required to be disclosed, and the separate disclosure and disaggregation of prescribed reconciling items with an effect equal to 5% or more of the amount determined by multiplying pretax income from continuing operations by the applicable statutory rate;

(ii) a qualitative description of the states and local jurisdictions that make up the majority (greater than 50%) of the effect of the state and local income taxes;

and (iii) amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions that comprise 5% or more of total income taxes paid, net of refunds received.

The ASU also includes other amendments to improve the effectiveness of income tax disclosures.

The update is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The transition method is prospective with retrospective method permitted.

The adoption of ASU 2023-09 will not have a material impact on the Company's income tax disclosures.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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Balance as of January 1, 2023

Other comprehensive (loss) income before reclassifications

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income (loss)

Net other comprehensive (loss) income during the period

Net other comprehensive income (loss) during the period

Balance as of December 31, 2023

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income (loss)

Amounts reclassified from accumulated other comprehensive income

Net other comprehensive income (loss) during the period

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Change in net unrealized gain (loss) during the period

Reclassification adjustment for net losses (gains) included in net (loss) gain on sale of securities and other assets

Reclassification adjustment for net losses included in net loss on sale of securities and other assets

Accretion of net unrealized loss on securities transferred to held-to-maturity

3 unchanged sentences

Reclassification adjustment for expense included in other expense

Reclassification adjustment for curtailment loss

Change in the net actuarial (loss) gain

Tax (benefit) expense

Change in the net actuarial gain

Net change in pension and other postretirement obligations

1 unchanged sentence

Change in net unrealized (loss) gain during the period

Reclassification adjustment for loss included in loss on termination of derivatives

Reclassification adjustment for expense included in interest expense

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Total securities held-to-maturity

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.

There were no transfers of securities from available-for-sale to securities held-to-maturity during the years ended December 31, 2024 or 2023.

There were no transfers of securities from held-to-maturity to available-for-sale during the years ended December 31, 2024 or 2023.

The Company reassessed classification of certain investments and transferred securities from available-for-sale to securities held-to-maturity during the year ended December 31, 2022.

The amount remaining in OCI from this transfer as of December 31, 2024 and 2023 was $ 19.7 million and $ 22.7 million, respectively.

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.

There were no transfers from securities held-to-maturity to available-for-sale during the year ended December 31, 2022.

The carrying amount of securities pledged at December 31, 2024 and 2023 was $ 622.7 million and $ 457.7 million, respectively.

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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.

The following table presents the amortized cost and fair value of securities 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.

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Beyond ten years

Pass-through MBS issued by GSEs and agency CMO

Pass-through MBS issued by GSEs and agency CMOs

Held-to-maturity

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Beyond ten years

Pass-through MBS issued by GSEs and agency CMO

Pass-through MBS issued by GSEs and agency CMOs

The following table presents the information related to sales of securities available-for-sale for the periods indicated:

1 unchanged sentence

(In thousands)

Securities available-for-sale

Tax expense on gains

Tax benefit on losses

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)

Marketable equity securities

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.

Equity securities included in other assets in the consolidated statements of financial condition had a fair value of $ 2.5 million and $ 2.2 million as of December 31, 2024 and 2023, respectively.

For the years ended December 31, 2024 and 2023, the Company recognized a net gain of $ 281 thousand and a net loss of $ 758 thousand, respectively.

There were no sales of securities held-to-maturity during the years ended December 31, 2024, 2023, or 2022.

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:

The following tables summarize 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, 2024

4 unchanged sentences

Securities available-for-sale:

Treasury securities

Corporate securities

18 unchanged sentences

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.

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, 2024, 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.

3 unchanged sentences

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 majority 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.

4 unchanged sentences

(In thousands)

December 31, 2024

December 31, 2023

Business loans (1)

One-to-four family residential and cooperative/condominium apartment

Multifamily residential and residential mixed-use

Total real estate loans

Non-owner-occupied commercial real estate

Acquisition, development, and construction ("ADC")

Fair value hedge basis point adjustments (2)

2 unchanged sentences

Loans held for investment, net

(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.

(1) Business loans include C&I loans, owner-occupied commercial real estate loans and PPP loans.

(2) The loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged owner-occupied commercial real estate in business loans, one-to-four family residential mortgage loans, multifamily residential mortgage loans and non-owner occupied commercial real estate loans .

The following tables present data regarding the allowance for credit losses activity for the periods indicated:

Real Estate Loans

Residential and

(In thousands)

Ending balance as of December 31, 2020

Impact of adopting CECL as of January 1, 2021

Beginning balance as of January 1, 2022

Day 1 acquired PCD loans

Provision for credit losses

(Credit) provision for credit losses

Ending balance as of December 31, 2022

1 unchanged sentence

Ending balance as of December 31, 2023

Provision (credit) for credit losses

Provision for credit losses

Ending balance as of December 31, 2024

4 unchanged sentences

(In thousands)

Business loans

One-to-four family residential and cooperative/condominium apartment

Non-owner-occupied commercial real estate

December 31, 2023

2 unchanged sentences

(In thousands)

Business loans

One-to-four family residential and cooperative/condominium apartment

Non-owner-occupied commercial real estate

The Company did not recognize interest income on non-accrual loans held for investment during the years ended December 31, 2024 or 2023.

4 unchanged sentences

Accruing Interest

Business loans

One-to-four family residential, including condominium and cooperative apartment

Multifamily residential and residential mixed-use

Total real estate

Non-owner-occupied commercial real estate

December 31, 2023

2 unchanged sentences

Accruing Interest

Business loans

One-to-four family residential, including condominium and cooperative apartment

Multifamily residential and residential mixed-use

Total real estate

Non-owner-occupied commercial real estate

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.

The Company did no t have accruing loans 90 days or more past due at December 31, 2024 and 2023.

Collateral Dependent Loans:

The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as follows:

Year Ended December 31,

The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as of the dates indicated:

December 31, 2024

December 31, 2023

Associated Allowance

5 unchanged sentences

for Credit Losses

Business loans

Non-owner-occupied commercial real estate

Related Party Loans

1 unchanged sentence

The following table sets forth selected information about related party loans:

Year Ended December 31,

(In thousands)

December 31, 2023

Beginning balance

Effect of changes in composition of related parties

Balance at end of period

Loan Restructurings

The Company adopted ASU No.

2022-02 on January 1, 2023, which eliminates the recognition and measurement of a TDR.

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.

The disclosures related to loan restructuring are only for modifications that directly affect cash flows.

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:

The following tables show the amortized cost basis as of December 31, 2024 and 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, 2024

Extension and

Payment Delay

(Dollars in thousands)

Payment Delay

Rate Reduction

One-to-four family residential and cooperative/condominium apartment

Business loans

One-to-four family residential, including condominium and cooperative apartment

Multifamily residential and residential mixed-use

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:

Non-owner-occupied commercial real estate

For the Year Ended December 31, 2023

(Dollars in thousands)

Business loans

One-to-four family residential, including condominium and cooperative apartment

Non-owner-occupied commercial real estate

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty as of the dates indicated:

For the Year Ended December 31, 2024

Weighted Average

Interest Rate

Weighted Average

(Dollars in thousands)

Term Extensions

Payment Delay

Business loans

One-to-four family residential, including condominium and cooperative apartment

Multifamily residential and residential mixed-use

Non-owner-occupied commercial real estate

For the Year Ended December 31, 2023

Weighted Average

Interest Rate

Weighted Average

(Dollars in thousands)

Term Extensions

One-to-four family residential and cooperative/condominium apartment

Multifamily residential and residential mixed-use

Payment Delay

Business loans

One-to-four family residential, including condominium and cooperative apartment

Non-owner-occupied commercial real estate

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.

The following tables describe the performance of loans that have been modified during the years ended December 31, 2024 and 2023.

December 31, 2024

(Dollars in thousands)

(In thousands)

Days Past Due

1 unchanged sentence

Days Past Due

One-to-four family residential and cooperative/condominium apartment

Business loans

One-to-four family residential, including condominium and cooperative apartment

Multifamily residential and residential mixed-use

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-owner-occupied commercial real estate

December 31, 2023

(In thousands)

Days Past Due

Business loans

One-to-four family residential, including condominium and cooperative apartment

Non-owner-occupied commercial real estate

There were no loans held for investment made to borrowers experiencing financial difficulty that were modified during the year ended December 31, 2024 and 2023, that subsequently defaulted.

For the purposes of this disclosure, a payment default is defined as 90 or more days past due.

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.

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,

(Dollars in thousands)

One-to-four family residential and cooperative/condominium apartment

There were no TDR charge-offs during the years ended December 31, 2022 and 2021.

Credit Quality Indicators

15 unchanged sentences

Revolving-Term

Business loans

Special mention

Total business loans

YTD Gross Charge-Offs

One-to-four family residential, and condominium/cooperative apartment:

6 unchanged sentences

YTD Gross Charge-Offs

Special mention

YTD Gross Charge-Offs

Non-owner-occupied commercial real estate

Special mention

Total non-owner-occupied commercial real estate

YTD Gross Charge-Offs

7 unchanged sentences

Revolving-Term

Business loans

Special mention

Total business loans

YTD Gross Charge-Offs

One-to-four family residential, and condominium/cooperative apartment:

6 unchanged sentences

YTD Gross Charge-Offs

Special mention

YTD Gross Charge-Offs

Non-owner-occupied commercial real estate

Special mention

Total non-owner-occupied commercial real estate

YTD Gross Charge-Offs

6 unchanged sentences

The following is a summary of the credit risk profile of other loans by internally assigned grade:

Year Ended December 31,

(In thousands)

December 31, 2024

December 31, 2023

LOAN SERVICING ACTIVITIES

10 unchanged sentences

Beginning of year

Acquired in the Merger

Amortized to expense

17 unchanged sentences

Premises Held for Sale

During the year ended December 31, 2024, the Company transferred two real estate properties utilized as retail branches to premises held for sale totaling $ 9.2 million.

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.

During the year ended December 31, 2024, the Company sold three real estate properties utilized as retail branches for $ 19.3 million and recorded an associated gain of $ 9.1 million in gain on sale of other assets in the consolidated statements of operations.

There were no premises held for sale as of December 31, 2024.

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.

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, 2024:

8 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities

Year Ended December 31,

As of December 31, 2024

As of December 31, 2023

Weighted average remaining lease term

1 unchanged sentence

GOODWILL AND OTHER INTANGIBLE ASSETS

At December 31, 2023 and 2022, the carrying amount of the Company’s goodwill was $ 155.8 million.

At December 31, 2024 and 2023, the carrying amount of the Company’s goodwill was $ 155.8 million, respectively.

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.

4 unchanged sentences

Beginning of year

Acquired goodwill (1)

(1) See Note 2.

Merger for additional information regarding the acquired goodwill

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)

December 31, 2024

December 31, 2023

Gross carrying value

1 unchanged sentence

Net carrying amount

Amortization expense recognized on intangible assets was $ 1.4 million and $ 1.9 million for the years ended December 31, 2023 and 2022, respectively.

Amortization expense recognized on intangible assets was $ 1.2 million, $ 1.4 million and $ 1.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Estimated amortization expense for 2025 through 2029 and thereafter is as follows:

12 unchanged sentences

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 decreased its outstanding FHLBNY advances by $ 705.0 million during the year ended December 31, 2024, resulting in a decrease of required FHLBNY stock.

The Bank owned 417,937 shares and 734,751 shares at December 31, 2024 and 2023, 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.

The Bank recorded dividend income on the FHLBNY capital stock of $ 5.1 million, $ 5.4 million and $ 853 thousand during the years ended December 31, 2024, 2023 and 2022, respectively.

FRB Capital Stock

2 unchanged sentences

The Bank owned 542,943 shares at December 31, 2024 and 502,197 shares at December 31, 2023.

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.

The Bank recorded dividend income on the FRB capital stock of $ 1.1 million, $ 1.0 million, and $ 828 thousand during the years ended December 31, 2024, 2023, and 2022, respectively.

ACBB Capital Stock

2 unchanged sentences

The Bank owned 60 shares at December 31, 2024 and 2023.

The Bank recorded dividend

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.

The Bank did no t record dividend income on the ACBB capital stock during the year ended December 31, 2024.

The Bank recorded dividend income on the ACBB capital stock of $ 2 thousand during the year ended December 31, 2023, and $ 1 thousand during the year ended December 31, 2022.

Deposits are summarized as follows:

12 unchanged sentences

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 principally manages its exposure 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.

3 unchanged sentences

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.

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.

The Company engages in fair value hedges, cash flow hedges and freestanding derivatives.

Effect of Derivatives on the Consolidated Statements of Financial Condition

The tables below present the notional amounts and the fair values of the Company’s derivative financial instruments as of December 31, 2024 and December 31, 2023.

December 31, 2024

December 31, 2023

(Dollars in thousands)

(In thousands)

Derivatives designated as hedging instruments:

4 unchanged sentences

December 31, 2023

(Dollars in thousands)

(In thousands)

Derivatives designated as hedging instruments:

3 unchanged sentences

Interest rate products

Other contracts

Risk participations

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, 2024 and December 31, 2023.

December 31, 2023

December 31, 2022

Year Ended December 31,

(In thousands)

Effects of fair value or cash flow hedges are recorded

5 unchanged sentences

Interest contracts:

Gain (loss) reclassified from AOCI into income

Loss reclassified from AOCI into income

Fair Value Hedges

2 unchanged sentences

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

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.

As of December 31, 2024 and December 31, 2023, the Company posted $ 2.7 million and $ 6.5 million, respectively to the Chicago Mercantile Exchange ("CME") clearing house related to the fair value derivatives settled daily to market.

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.

The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on December 31, 2024 totaled $ 692.2 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:

The basis adjustment associated with the hedged item was a $ 2.6 million asset as of December 31, 2024, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship.

The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on December 31, 2023 totaled $ 729.5 million.

The basis adjustment associated with the hedged item 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 years ended December 31, 2024 and 2023, the Company recorded a $ 1.6 million and $ 561 thousand, respectively, credit from the swap transaction as a component of interest income in the consolidated statements of operations, respectively.

As of December 31, 2024 and 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,

(Dollars in thousands)

(In thousands)

Carrying Amount of the Hedged Assets

10 unchanged sentences

During the years ended December 31, 2024, 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, 2024, 2023 and 2022.

2 unchanged sentences

(Loss) gain recognized in other comprehensive income (loss)

Gain recognized on termination of derivatives

(Loss) gain reclassified from other comprehensive income into interest expense

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

the agreements in a net asset position.

All cash flow hedges are recorded gross on the Consolidated statement of financial condition.

Certain cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Company to post cash collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position.

As of December 31, 2024 and 2023, the Company did no t post collateral to the third-party counterparties.

As of December 31, 2024 and 2023, the Company received $ 9.1 million and $ 13.5 million, respectively, in collateral from its third-party counterparties under 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, 2024, the Company posted $ 856 thousand to the CME clearing house that are accounted for as settlements of the derivative asset.

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.

10 unchanged sentences

December 31, 2024

(In thousands)

(Dollars in thousands)

Included in derivative assets/liabilities:

1 unchanged sentence

Loan level interest rate swaps with borrower

Loan level interest rate floors with borrower

Loan level interest rate swaps with third-party counterparties

Loan level interest rate floors with third-party counterparties

December 31, 2023

(In thousands)

(Dollars in thousands)

Included in derivative assets/liabilities:

2 unchanged sentences

Loan level interest rate floors with borrower

Loan level interest rate swaps with third-party counterparties

1 unchanged sentence

Loan level interest rate floors with third-party counterparties

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.

5 unchanged sentences

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.

As of December 31, 2024 and 2023, the Company did no t post collateral to its third-party

counterparties.

As of December 31, 2024 and 2023, the Company received $ 103.3 million and $ 94.7 million, respectively, in collateral from its third-party counterparties under the agreements in a net asset position.

Risk Participation Agreements

1 unchanged sentence

As of December 31, 2024 and December 31, 2023, the notional amounts of risk participation agreements for derivative liabilities were $ 141.1 million and $ 93.9 million, respectively.

The related fair values of the Company’s risk participation agreements were immaterial as of December 31, 2023 and December 31, 2022

The related fair values of the Company’s risk participation agreements as of December 31, 2024 and December 31, 2023 were $ 10 thousand and $ 24 thousand, respectively.

Credit Risk Related Contingent Features

5 unchanged sentences

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.

The Bank had borrowings from the FHLBNY (“Advances”) totaling $ 608.0 million and $ 1.31 billion at December 31, 2024 and 2023, 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 $ 3.87 billion as of December 31, 2024 and $ 4.09 billion as of December 31, 2023, and maintained sufficient qualifying collateral, as defined by the FHLBNY.

1 unchanged sentence

At December 31, 2024 there were no callable Advances and the Bank had $ 1.84 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.

During the year ended December 31, 2024, the Company had $454 thousand of prepayment penalty expense recognized as a loss on extinguishment of debt.

During the years ended December 31, 2023 and 2022, the Company did not have any prepayment penalty expense recognized as a loss on extinguishment of debt.

The following table is a summary of FHLBNY extinguishments for the periods presented:

5 unchanged sentences

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.

(Dollars in thousands)

December 31, 2024

December 31, 2023

2024, fixed rate at rates from 4.85 % to 5.67 %

Overnight, fixed rate at 4.67 %

2025, fixed rate at rates from 4.54 % to 4.84 %

1 unchanged sentence

2028, fixed rate at 4.04 %

2029, fixed rate at rates from 3.98 % to 4.03 %

Total FHLBNY advances

1 unchanged sentence

SUBORDINATED DEBENTURES

On June 28, 2024, the Company issued $ 65.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2034 (“the 2024 Notes”).

The 2024 Notes are callable at par after five years , have a stated maturity of July 15, 2034, and bear interest at a fixed annual rate of 9.00 % per year, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing on October 15, 2024.

The last interest payment for the fixed rate period will be July 15, 2029.

From and including July 15, 2029, to, but excluding the stated maturity date or any earlier 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 495.1 basis points, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing on October 15, 2029.

Subsequently, on July 9, 2024, the Company issued and sold an additional $ 9.8 million of the 2024 Notes, pursuant to an overallotment option granted to the underwriters of the offering.

Including the overallotment option, the total gross proceeds from the offering were $ 74.8 million, before discounts and offering expenses.

On May 6, 2022, the Company issued $ 160.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2032 (“the Notes”).

10 unchanged sentences

OTHER SHORT-TERM BORROWINGS

The following is a summary of other short-term borrowings:

(In thousands)

Repurchase Agreements

Other short-term borrowings

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.

There were no repurchase agreements at December 31, 2024 and December 31, 2023.

Repurchase agreements are financing arrangements that at maturity, the securities underlying the agreements are returned to the Bank.

3 unchanged sentences

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.

There was no interest expense on repurchase agreements for the years ended December 31, 2024 and December 31, 2023.

Interest expense on repurchase agreements for the year ended December 31, 2022 was $ 1 thousand.

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.

As of December 31, 2024 and December 31, 2023, the Bank had $ 50.0 million and zero , respectively, of such borrowings outstanding.

Interest expense on AFX borrowings for the years ended December 31, 2024, 2023 and 2022 was $ 3 thousand, $ 101 thousand, and $ 1.4 million, respectively.

The Company’s consolidated Federal, State and City income tax provisions were comprised of the following:

16 unchanged sentences

Investment in BOLI

Surrender of BOLI

Equity based compensation

Salaries deduction limitation

Transaction costs

Effective tax rate

The increase in effective tax rate in 2023 was primarily the result of an increase in the Section 162M limitation due to executive severance.

The increase in effective tax rate in 2024 was primarily the result of $ 9.1 million of income expense related to the taxable gain and Modified Endowment Contract Tax on the surrender of legacy BOLI assets.

Deferred tax assets and liabilities are recorded for temporary differences between the book and tax bases of assets and liabilities.

25 unchanged sentences

At December 31, 2024, the remaining federal NOL carryforward was $ 2.0 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, 2024, the Company had a New York State and New York City NOL carryforward balance of zero .

At December 31, 2024 and 2023, 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.

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, 2024 be fully recaptured, the Bank would recognize $ 4.8 million in additional income tax expense.

8 unchanged sentences

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

of December 31, 2023 or 2022.

The Company had no unrecognized tax benefits as of December 31, 2024 or 2023.

The Company does not anticipate any material change to unrecognized tax benefits during the year ended December 31, 2025.

1 unchanged sentence

The Company is currently not under audit in any taxing jurisdictions.

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.

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.

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.

RETIREMENT AND POSTRETIREMENT PLANS

The Bank maintains two noncontributory pension plans that existed before the Merger:

The Bank maintains two noncontributory pension plans:

(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.

(“BANA”) was the Trustee for the Employee Retirement Plan and BNB Bank Pension Plan assets as of December 31, 2024 and 2023.

The assets of both plans are overseen by the Retirement Committee (“Committee”), comprised of management, who meet quarterly and set investment policy guidelines.

9 unchanged sentences

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.

For the years ended December 31, 2024 and 2023, the Bank used December 31 st as its measurement date for the Employee Retirement Plan.

The funded status of the Employee Retirement Plan was as follows:

34 unchanged sentences

Expected long-term return on plan assets used to determine benefit obligation at period end

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.

At December 31, 2024, the Employee Retirement Plan’s assets included debt securities.

Debt securities include corporate bonds, government issues, mortgage-backed securities, and high yield securities.

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.

8 unchanged sentences

Asset category:

Equity securities

Debt securities

21 unchanged sentences

Cash and cash equivalents

mid cap/small cap

International

Equities blend

Fixed income securities:

Mortgage-backed

High yield bonds and bond funds

Total Plan Assets

4 unchanged sentences

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.

1 unchanged sentence

Retirement benefits of the plan were vested as they were earned.

For the years ended December 31, 2024 and 2023, the Bank used December 31 st as its measurement date for the BNB Pension Plan.

The funded status of the BNB Bank Pension Plan was as follows:

5 unchanged sentences

Actuarial gain

Impact of settlement

Benefit payments

3 unchanged sentences

Return on plan assets

Impact of settlement

Benefit payments

7 unchanged sentences

Net periodic benefit credit

Settlement loss recognized

Total benefit cost

The change in accumulated other comprehensive income that resulted from the BNB Bank Pension Plan is summarized as follows:

2 unchanged sentences

Balance at beginning of period

Recognition of gain as a result of settlement

Loss recognized during the year

17 unchanged sentences

Asset category:

Equity securities

Debt securities

20 unchanged sentences

Cash and cash equivalents

mid cap/small cap

International

Equities blend

Fixed income securities:

Mortgage-backed

High yield bonds and bond funds

Total Plan Assets

11 unchanged sentences

The 401(k) held Company common stock within the accounts of participants totaling $ 6.6 million and $ 6.3 million at December 31, 2024 and 2023, respectively.

Total expense recognized as a component of

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:

(In thousands)

December 31, 2021

Reconciliation of projected benefit obligation:

Projected benefit obligation at beginning of year

Interest cost

Benefit payments

Actuarial (gain) loss

Projected benefit obligation at end of year

Plan assets at fair value:

Balance at beginning of year

Contributions

Benefit payments

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:

(In thousands)

December 31, 2021

Interest cost

Curtailment loss

Amortization of unrealized loss

Net periodic benefit cost

The combined change in accumulated other comprehensive loss that resulted from the BMP and Director Retirement Plan is summarized as follows:

(In thousands)

December 31, 2021

Balance at beginning of year

Amortization of unrealized loss

Gain (loss) recognized during the year

Curtailment credit

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:

(In thousands)

December 31, 2021

Reconciliation of projected benefit obligation:

Projected benefit obligation at beginning of year

Interest cost

Actuarial loss

Curtailment gain

Benefit payments

Projected benefit obligation at end of year

Plan assets at fair value:

Balance at beginning of year

Contributions

Benefit payments

Balance at end of period

Funded status at end of year

Total expense recognized as a component of salaries and employee benefits expense for the 401(k) Plan was $ 3.0 million during the year ended December 31, 2024 and $ 2.5 million during the year December 31, 2023, and $ 2.3 million during the year ended December 31, 2022.

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.

In May 2021, the Company’s stockholders 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.

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Awards outstanding under the Legacy Stock Plans will continue to remain outstanding and subject to the terms and conditions of the Legacy Stock Plans.

An additional 1,185,000 shares of common stock were reserved to be issued under the 2021 Equity Incentive Plan following stockholder approval at the Annual Meeting of Shareholders on May 23, 2024.

At December 31, 2024, there were 1,493,586 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).

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

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Compensation expense recognized

Income tax (expense) benefit recognized on vesting of RSAs

Income tax expense recognized on vesting of RSAs

As of December 31, 2024, 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.

The Company maintains a Long Term Incentive Plan (“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.

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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.

During the year ended December 31, 2024 and 2023, 96,049 shares and 195,066 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:

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Shares forfeited

Shares vested

Maximum aggregate share payout at December 31, 2024

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(In thousands)

Compensation (benefit) expense recognized

Income tax expense recognized on vesting of PSAs

Compensation expense recognized

Income tax (expense) benefit recognized on vesting of PSAs

As of December 31, 2024, there was $ 2.5 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 1.8 years.

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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.

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 performance-based share awards (“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:

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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.

Dime Community Bancshares, Inc.

has 5,299,200 shares currently outstanding, or $ 132.5 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 “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.

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At December 31, 2024 and 2023, the Bank had outstanding firm loan commitments that were accepted by borrowers that aggregated to $ 77.8 million and $ 97.0 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.

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, business, non-owner-occupied, commercial mixed-use, and one-to-four family residential loans.

At December 31, 2024, the Bank had an available line of credit with the FHLBNY equal to its excess borrowing capacity.

At December 31, 2024, this amount approximated $ 1.84 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.

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.

With respect to the securitization transaction, the Company also has continuing involvement through a reimbursement agreement executed with Freddie Mac.

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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.

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.

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Derivative – fair value hedges

Derivative – cash flow hedges

Derivative – freestanding derivatives, net

Derivative – risk participations

Fair Value Measurements

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Financial Liabilities:

Derivative – fair value hedge

Derivative – cash flow hedges

Derivative – freestanding derivatives, net

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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, 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.

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.

Financial Instruments Not Measured at Fair Value

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Securities held-to-maturity

Loans held for sale

Loans held for investment, net

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Subordinated debt, net

Other short-term borrowings

Accrued interest payable

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Securities held-to-maturity

Loans held for sale

Loans held for investment, net

4 unchanged sentences

Subordinated debt, net

Other short-term borrowings

Accrued interest payable

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Dividends received from Bank

Non-interest income

Non-interest expense

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Equity in undistributed earnings of direct subsidiaries

Net gain on marketable equity securities

Net accretion

Net amortization (accretion)

Loss on extinguishment of debt

(Increase) decrease in other assets

(Decrease) increase in other liabilities

Increase in other assets

Increase (decrease) in other liabilities

Net cash provided by operating activities

Cash flows from investing activities:

Proceeds sales of marketable equity securities

Purchases of securities available-for-sale

Net cash received in business combination

Net cash provided by investing activities

2 unchanged sentences

Redemption of subordinated debentures

Proceeds from exercise of stock options

Proceeds from common stock issuance, net

Release of stock for benefit plan awards

Payments related to tax withholding for equity awards

BMP ESOP shares received to satisfy distribution of retirement benefits

Treasury shares repurchased

1 unchanged sentence

Cash dividends paid to common stockholders

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and due from banks

1 unchanged sentence

Cash and due from banks, end of period

SEGMENT INFORMATION

The Chief Executive Officer, who is designated as the chief operating decision maker (“CODM”), determines the Company’s reportable segment.

The Chief Executive Officer along with others in the Company’s executive management evaluates performance and allocates resources based upon analysis of the Company as one operating segment or unit.

The activities of the Company comprise 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.

All the consolidated assets are attributable to the Community Banking segment.

The accounting policies of the Community Banking segment are the same as those described in the Note 1 “Summary of Significant Accounting Policies.”

The Company provides a range of community banking services, including commercial and consumer lending, personal and business banking, treasury management and merchant services, and other financial services primarily to individuals, businesses, and municipalities in the Greater Long Island area.

The CODM is provided with the Company’s consolidated statements of financial condition and operations and evaluates the Company’s operating results based on consolidated net interest income, non-interest income, non-interest expense, and net income, which can be seen on the consolidated statement of operations.

These results are used to benchmark the Company against its competitors.

Other significant non-cash items assessed by the CODM are depreciation, amortization and provision for credit losses consistent with the reporting on the consolidated statements of cash flows.

Expenditures for long-lived assets are also evaluated and are consistent with the reporting on the consolidated statements of cash flows.

Strategic plans and budget to actual monitoring are evaluated as one reportable segment.

The actual results are used in assessing performance of the segment and in establishing management’s compensation.

All revenues are derived from

banking operations within the United States, and for the years ended December 31, 2024, 2023 and 2022, there was no customer that accounted for more than 10% of the Company's consolidated revenue.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data