What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-20 · 24 added, 27 removed, 234 unchanged (18% of the section changed)

Dime Community Bancshares, Inc.

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

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

The Bank was established in 1910 and is headquartered in Hauppauge, New York.

The Holding Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank.

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

The Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank.

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

Our bank operations also include Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services.

21 unchanged sentences

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

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

As of December 31, 2025, we operated 63 branch locations throughout Greater Long Island, the New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island and the Bronx, Westchester County, and New Jersey.

Human Capital Resources

29 unchanged sentences

In New York State, title insurance is obtained on most transfers of real estate and mortgage transactions.

Our principal market area is Greater Long Island, which includes the counties of Kings, Queens, Nassau and Suffolk, and Manhattan.

Our principal market area is Greater Long Island, which includes the counties of Nassau and Suffolk, and New York City, which includes the five counties (boroughs) of New York (Manhattan), Kings, Queens, Richmond (Staten Island), and the Bronx.

Industries represented across the principal market areas include retail establishments;

8 unchanged sentences

Given its proximity, Long Island’s economy is closely linked with New York City’s and major employers in the area include municipalities, school districts, hospitals, and financial institutions.

The Holding Company, the Bank and its subsidiaries, report their income on a consolidated basis using the accrual method of accounting and are subject to federal taxation as well as income tax of the State and City of New York, and the State of New Jersey.

The Company, the Bank and its subsidiaries, report their income on a consolidated basis using the accrual method of accounting and are subject to federal taxation as well as income tax of the State and City of New York, the State of New Jersey and the State of Florida.

The Bank is subject to income tax in the state of Florida due to employees working remotely in the state.

In general, banks are subject to federal income tax in the same manner as other corporations.

58 unchanged sentences

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

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

In May 2024, several federal banking agencies sought to re-propose the incentive compensation regulation, but the FRB did not adopt the 2024 proposal;

in 2025, the FDIC withdrew its authorization for the proposal.

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

6 unchanged sentences

A “significantly undercapitalized” bank would be subject to additional restrictions.

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

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

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

9 unchanged sentences

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

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

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

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

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

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

6 unchanged sentences

The guidelines describe the federal banking agencies’ expectations for the creation, implementation and maintenance of an information security program, including administrative, technical and physical safeguards appropriate for the size and complexity of the institution and the nature and scope of its activities.

The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, and protect against anticipated threats or hazards to the security or integrity of such records and unauthorized access to or use of such records or information that could result in substantial customer harm or inconvenience.

The standards set forth in the guidelines are intended

to ensure the security and confidentiality of customer records and information, and protect against anticipated threats or hazards to the security or integrity of such records and unauthorized access to or use of such records or information that could result in substantial customer harm or inconvenience.

Federal law additionally permits each state to enact legislation that is more protective of consumers’ personal information.

2 unchanged sentences

Cybersecurity more broadly has become a focus of federal and state banking agencies, including during the regulators’ examinations.

In March 2017, the NYSDFS issued regulations requiring financial institutions regulated by the NYSDFS, including the Bank, to, among other things, (i) establish and maintain a cyber security program designed to ensure the confidentiality, integrity and availability of their information systems;

(ii) implement and maintain a written cyber security policy setting forth policies and procedures for the protection of their information systems and nonpublic information;

and (iii) designate a Chief Information Security Officer.

In March 2017, the NYSDFS issued regulations requiring financial institutions regulated by the NYSDFS, including the Bank, to, among other things, (i) establish and maintain a cybersecurity program designed to ensure the confidentiality, integrity and availability of their information systems;

(ii) implement and maintain a written cybersecurity policy setting forth policies and procedures for the protection of their information systems and nonpublic information;

and (iii) designate a Chief Information Security Officer (“CISO”).

In November 2023, NYSDFS amended these regulations to include heightened governance requirements and an expansion of the breadth and depth of required policies and procedures, among other things.

10 unchanged sentences

In addition, under Section 23B and Regulation W, bank transactions with affiliates, including “covered transactions,” sales of assets, and the furnishing of services, must be on terms that are substantially the same, or at least as favorable, to the bank as those prevailing at the time for comparable transactions with or involving a non-affiliate.

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

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

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

6 unchanged sentences

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

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

accountants for all insured institutions.

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

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

6 unchanged sentences

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

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

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

Lending Test, Investment Test, and Service Test.

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

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

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

1 unchanged sentence

The Bank Secrecy Act and USA PATRIOT Act

The Bank Secrecy Act (“BSA”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) require the Bank to implement a compliance program to detect and prevent money laundering, terrorist financing, and crime.

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

7 unchanged sentences

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

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

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

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

2 unchanged sentences

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

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

The Dodd-Frank Act and FRB regulations have codified the source of strength policy.

Under the prompt corrective action provisions of federal law, a bank holding company parent of an undercapitalized subsidiary bank is required to guarantee, within specified limits, the capital restoration plan that is required of an undercapitalized bank.

3 unchanged sentences

Bank holding companies that meet certain criteria may opt to become a financial holding company and thereby engage in a broader array of financial activities.

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

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

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

17 unchanged sentences

Any change in applicable New York or federal laws and regulations could have a material adverse impact on us and our operations and stockholders.

We file certain reports with the Securities and Exchange Commission (“SEC”) under the federal securities laws.

We file certain reports with the SEC under the federal securities laws.

Our operations are also subject to extensive regulation by other federal, state and local governmental authorities and the Company is subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of its operations.

8 unchanged sentences

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

What changed 10-K

Item 1. Business