NB Bancorp, Inc. 10-K

ITEM 8. Financial Statements and Supplementary Data ​ (a)(1) Financial Statements ​ The documents files as a part of this 10-K are: ​ (A) Report of Independence Registered Public Accounting Firm [PCAOB ID 149 ] (B) Consolidated Balance Sheets as of December 31, 2024 and 2023 (C) Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022 (D) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 (E) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022 (F) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 (G) Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 81 Table of Contents ​ Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of NB Bancorp, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NB Bancorp, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Elliott Davis, LLC We have served as the Company's auditor since 2023. Columbia, South Carolina March 7, 2025 ​ ​ ​ ​ ​ ​ 82 Table of Contents NB Bancorp, Inc. Consolidated Balance Sheets (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 Assets ​ ​ ​ ​ ​ ​ Cash and due from banks ​ $ 211,166 ​ $ 90,485 Federal funds sold ​ ​ 152,689 ​ ​ 182,106 Total cash and cash equivalents ​ ​ 363,855 ​ ​ 272,591 ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities, at fair value ​ ​ 228,205 ​ ​ 189,465 ​ ​ ​ ​ ​ ​ ​ Loans receivable, net of deferred fees ​ ​ 4,333,152 ​ ​ 3,889,279 Allowance for credit losses ​ ​ ( 38,744 ) ​ ​ ( 32,222 ) Net loans ​ ​ 4,294,408 ​ ​ 3,857,057 ​ ​ ​ ​ ​ ​ ​ Accrued interest receivable ​ ​ 19,685 ​ ​ 17,284 Banking premises and equipment, net ​ ​ 34,654 ​ ​ 35,531 Non-public investments ​ ​ 24,364 ​ ​ 38,733 Bank-owned life insurance ("BOLI") ​ ​ 102,785 ​ ​ 50,516 Prepaid expenses and other assets ​ ​ 59,482 ​ ​ 53,088 Deferred income tax asset, net ​ ​ 30,299 ​ ​ 19,126 Total assets ​ $ 5,157,737 ​ $ 4,533,391 ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders' equity ​ ​ ​ ​ ​ ​ Deposits ​ ​ ​ ​ ​ ​ Core deposits ​ $ 3,867,846 ​ $ 3,203,755 Brokered deposits ​ ​ 309,806 ​ ​ 183,572 Total deposits ​ ​ 4,177,652 ​ ​ 3,387,327 Mortgagors' escrow accounts ​ ​ 4,549 ​ ​ 4,229 FHLB borrowings ​ ​ 120,835 ​ ​ 283,338 Accrued expenses and other liabilities ​ ​ 65,708 ​ ​ 81,046 Accrued retirement liabilities ​ ​ 23,826 ​ ​ 19,492 Total liabilities ​ ​ 4,392,570 ​ ​ 3,775,432 ​ ​ ​ ​ ​ ​ ​ Shareholders' equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 5,000,000 shares authorized; no shares issued and outstanding ​ ​ — ​ ​ — Common stock, $ 0.01 par value, 120,000,000 shares authorized; 42,705,729 issued and outstanding at December 31, 2024 and 2023, respectively ​ ​ 427 ​ ​ 427 Additional paid-in capital ​ ​ 417,247 ​ ​ 417,030 Unallocated common shares held by the Employee Stock Ownership Plan ("ESOP") ​ ​ ( 44,813 ) ​ ​ ( 13,774 ) Retained earnings ​ ​ 400,473 ​ ​ 366,173 Accumulated other comprehensive loss ​ ​ ( 8,167 ) ​ ​ ( 11,897 ) Total shareholders' equity ​ ​ 765,167 ​ ​ 757,959 Total liabilities and shareholders' equity ​ $ 5,157,737 ​ $ 4,533,391 ​ The accompanying notes are an integral part of these consolidated financial statements. 83 Table of Contents NB Bancorp, Inc. Consolidated Statements of Income (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ 2024 2023 2022 INTEREST AND DIVIDEND INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and fees on loans ​ $ 270,764 ​ $ 212,198 ​ $ 114,070 Interest on investment securities ​ ​ 6,853 ​ ​ 4,773 ​ ​ 4,984 Interest and dividends on cash equivalents and other ​ ​ 14,899 ​ ​ 5,194 ​ ​ 1,966 Total interest and dividend income ​ ​ 292,516 ​ ​ 222,165 ​ ​ 121,020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INTEREST EXPENSE ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest on deposits ​ ​ 126,923 ​ ​ 76,394 ​ ​ 12,689 Interest on borrowings ​ ​ 4,395 ​ ​ 14,050 ​ ​ 2,859 Total interest expense ​ ​ 131,318 ​ ​ 90,444 ​ ​ 15,548 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INTEREST INCOME ​ ​ 161,198 ​ ​ 131,721 ​ ​ 105,472 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PROVISION FOR CREDIT LOSSES ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for credit losses - loans ​ ​ 14,934 ​ ​ 9,657 ​ ​ 6,700 (Release of) provision for credit losses - unfunded commitments ​ ​ ( 2,811 ) ​ ​ 4,228 ​ ​ — Total provision for credit losses ​ ​ 12,123 ​ ​ 13,885 ​ ​ 6,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES ​ ​ 149,075 ​ ​ 117,836 ​ ​ 98,772 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NONINTEREST INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain from bargain purchase and assumption agreement ​ ​ — ​ ​ — ​ ​ 1,070 Customer service fees ​ ​ 7,784 ​ ​ 7,592 ​ ​ 4,829 Increase in cash surrender value of BOLI ​ ​ 2,269 ​ ​ 1,510 ​ ​ 1,157 Mortgage banking income ​ ​ 1,023 ​ ​ 581 ​ ​ 595 Swap contract income ​ ​ 1,659 ​ ​ 2,153 ​ ​ 1,262 Loss on sale of available-for-sale securities, net ​ ​ ( 1,867 ) ​ ​ — ​ ​ — Employee retention credit income ​ ​ — ​ ​ 3,452 ​ ​ — Other income ​ ​ 664 ​ ​ 64 ​ ​ 22 Total noninterest income ​ ​ 11,532 ​ ​ 15,352 ​ ​ 8,935 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NONINTEREST EXPENSE ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and employee benefits ​ ​ 67,257 ​ ​ 68,344 ​ ​ 47,466 Director and professional service fees ​ ​ 8,601 ​ ​ 6,232 ​ ​ 4,758 Occupancy and equipment expenses ​ ​ 5,580 ​ ​ 5,192 ​ ​ 4,354 Data processing expenses ​ ​ 9,024 ​ ​ 7,500 ​ ​ 5,723 Marketing and charitable contribution expenses ​ ​ 3,459 ​ ​ 23,082 ​ ​ 3,404 FDIC and state insurance assessments ​ ​ 2,847 ​ ​ 4,707 ​ ​ 1,829 General and administrative expenses ​ ​ 5,221 ​ ​ 6,287 ​ ​ 3,785 Total noninterest expense ​ ​ 101,989 ​ ​ 121,344 ​ ​ 71,319 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME BEFORE TAXES ​ ​ 58,618 ​ ​ 11,844 ​ ​ 36,388 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME TAX EXPENSE ​ ​ 16,469 ​ ​ 2,019 ​ ​ 6,323 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME ​ $ 42,149 ​ $ 9,825 ​ $ 30,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding, basic ​ ​ 39,389,829 ​ ​ 42,018,229 ​ ​ N/A Weighted average common shares outstanding, diluted ​ ​ 39,389,829 ​ ​ 42,018,229 ​ ​ N/A Earnings per share, basic ​ $ 1.07 ​ $ 0.23 ​ $ N/A Earnings per share, diluted ​ $ 1.07 ​ $ 0.23 ​ $ N/A ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 84 Table of Contents ​ NB Bancorp, Inc. Consolidated Statement of Comprehensive Income (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ 2024 2023 2022 NET INCOME ​ $ 42,149 ​ $ 9,825 ​ $ 30,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER COMPREHENSIVE INCOME, NET OF TAX: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in fair value of available-for-sale securities ​ ​ 3,541 ​ ​ 2,811 ​ ​ ( 13,100 ) Net change in other comprehensive income for director pension plan ​ ​ 189 ​ ​ ( 76 ) ​ ​ ( 144 ) Net change in fair value of cash flow hedge ​ ​ — ​ ​ ( 231 ) ​ ​ 1,115 TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX: ​ ​ 3,730 ​ ​ 2,504 ​ ​ ( 12,129 ) TOTAL COMPREHENSIVE INCOME, NET OF TAX ​ $ 45,879 ​ $ 12,329 ​ $ 17,936 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 85 Table of Contents NB Bancorp, Inc. Consolidated Statement of Changes in Shareholders’ Equity (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ Shares of ​ ​ ​ ​ ​ ​ ​ Unallocated ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Common ​ ​ ​ Additional ​ Common ​ ​ ​ Other ​ ​ ​ ​ ​ Stock ​ ​ ​ Paid-In ​ Stock Held by ​ Retained ​ Comprehensive ​ ​ ​ ​ Outstanding Common Stock Capital ESOP Earnings Income (Loss) Total Balance, December 31, 2021 ​ — ​ $ — ​ $ — ​ $ — ​ $ 328,401 ​ $ ( 2,272 ) ​ $ 326,129 Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 30,065 ​ ​ — ​ ​ 30,065 Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 12,129 ) ​ ​ ( 12,129 ) Balance, December 31, 2022 ​ — ​ $ — ​ $ — ​ $ — ​ $ 358,466 ​ $ ( 14,401 ) ​ $ 344,065 Adoption of ASU 2016-13 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,118 ) ​ ​ — ​ ​ ( 2,118 ) Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,825 ​ ​ — ​ ​ 9,825 Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,504 ​ ​ 2,504 Proceeds of stock offering and issuance of common shares (net of costs of $ 9,600 ) ​ 40,997,500 ​ ​ 410 ​ ​ 399,965 ​ ​ — ​ ​ — ​ ​ — ​ ​ 400,375 Issuance of common shares donated to Needham Bank Charitable Foundation ​ 1,708,229 ​ ​ 17 ​ ​ 17,065 ​ ​ — ​ ​ — ​ ​ — ​ ​ 17,082 Purchase of common shares by the ESOP ( 1,000,000 shares) ​ — ​ ​ — ​ ​ — ​ ​ ( 13,774 ) ​ ​ — ​ ​ ​ ​ ​ ( 13,774 ) Balance, December 31, 2023 ​ 42,705,729 ​ $ 427 ​ $ 417,030 ​ $ ( 13,774 ) ​ $ 366,173 ​ $ ( 11,897 ) ​ $ 757,959 Adoption of ASU 2023-02 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,849 ) ​ ​ — ​ ​ ( 7,849 ) Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 42,149 ​ ​ — ​ ​ 42,149 Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,730 ​ ​ 3,730 Net costs from stock offering and issuance of common shares ​ — ​ ​ — ​ ​ ( 225 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 225 ) Purchase of common shares by the ESOP ( 2,416,458 shares) ​ — ​ ​ — ​ ​ — ​ ​ ( 33,397 ) ​ ​ — ​ ​ — ​ ​ ( 33,397 ) ESOP shares committed to be released ( 170,823 shares) ​ — ​ ​ — ​ ​ 442 ​ ​ 2,358 ​ ​ — ​ ​ — ​ ​ 2,800 Balance, December 31, 2024 ​ 42,705,729 ​ $ 427 ​ $ 417,247 ​ $ ( 44,813 ) ​ $ 400,473 ​ $ ( 8,167 ) ​ $ 765,167 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 86 Table of Contents ​ NB Bancorp, Inc. Consolidated Statements of Cash Flows (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 42,149 ​ $ 9,825 ​ $ 30,065 Adjustments to reconcile net income to net cash from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (accretion) amortization of available-for-sale securities ​ ​ ( 336 ) ​ ​ ( 240 ) ​ ​ 71 Gain from bargain purchase and assumption agreement ​ ​ — ​ ​ — ​ ​ ( 1,070 ) Amortization of core deposit intangible ​ ​ 149 ​ ​ 149 ​ ​ 111 Loss on sale of available-for-sale securities, net ​ ​ 1,867 ​ ​ — ​ ​ — Provision for credit losses ​ ​ 12,123 ​ ​ 13,885 ​ ​ 6,700 Loan hedge fair value adjustments, including amortization ​ ​ 130 ​ ​ 161 ​ ​ 502 Change in net deferred loan origination fees ​ ​ 1,386 ​ ​ 4,419 ​ ​ 2,522 Mortgage loans originated for sale ​ ​ ( 14,137 ) ​ ​ ( 2,400 ) ​ ​ ( 1,840 ) Proceeds from sale of mortgage loans held for sale ​ ​ 23,934 ​ ​ 2,405 ​ ​ 1,887 Gain on sale of mortgage loans ​ ​ ( 293 ) ​ ​ ( 5 ) ​ ​ ( 47 ) Depreciation and amortization expense ​ ​ 2,815 ​ ​ 2,678 ​ ​ 2,363 Increase in cash surrender values of BOLI ​ ​ ( 2,269 ) ​ ​ ( 1,510 ) ​ ​ ( 1,157 ) Deferred income tax benefit ​ ​ ( 10,255 ) ​ ​ ( 7,720 ) ​ ​ ( 1,253 ) ESOP expense ​ ​ 2,800 ​ ​ — ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued interest receivable ​ ​ ( 2,401 ) ​ ​ ( 6,462 ) ​ ​ ( 3,299 ) Prepaid expenses and other assets ​ ​ ( 6,543 ) ​ ​ 8,177 ​ ​ ( 26,949 ) Accrued expenses and other liabilities ​ ​ ( 12,527 ) ​ ​ 22,138 ​ ​ 27,221 Accrued retirement liabilities ​ ​ 4,596 ​ ​ 7,399 ​ ​ 3,887 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET CASH PROVIDED BY OPERATING ACTIVITIES ​ ​ 43,188 ​ ​ 52,899 ​ ​ 39,714 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan originations and purchases, net of repayments ​ ​ ( 463,928 ) ​ ​ ( 882,960 ) ​ ​ ( 914,035 ) Purchases of available-for-sale securities ​ ​ ( 142,985 ) ​ ​ ( 43,590 ) ​ ​ ( 174,053 ) Proceeds from sales of available-for-sale securities ​ ​ 27,444 ​ ​ — ​ ​ — Proceeds from maturities, calls and paydowns of available-for-sale securities ​ ​ 80,120 ​ ​ 103,585 ​ ​ 170,595 Recoveries of loans previously charged off ​ ​ 623 ​ ​ 924 ​ ​ 235 Net change in non-public investments ​ ​ 4,220 ​ ​ ( 6,716 ) ​ ​ ( 17,710 ) Cash acquired under purchase and assumption agreement ​ ​ — ​ ​ — ​ ​ 297,671 Purchases of BOLI policies ​ ​ ( 50,000 ) ​ ​ — ​ ​ ( 22,198 ) Purchases of banking premises and equipment ​ ​ ( 1,938 ) ​ ​ ( 2,865 ) ​ ​ ( 8,498 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET CASH USED IN INVESTING ACTIVITIES ​ ​ ( 546,444 ) ​ ​ ( 831,622 ) ​ ​ ( 667,993 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in deposits ​ ​ 790,325 ​ ​ 500,665 ​ ​ 24,534 Net change in mortgagors' escrow accounts ​ ​ 320 ​ ​ 165 ​ ​ 414 (Decrease) increase in FHLB borrowings, net ​ ​ ( 162,503 ) ​ ​ ( 9,744 ) ​ ​ 292,826 Net (costs) proceeds from stock offering and issuance of common shares ​ ​ ( 225 ) ​ ​ 417,457 ​ ​ — Purchase of common shares held by ESOP ​ ​ ( 33,397 ) ​ ​ ( 13,774 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET CASH PROVIDED BY FINANCING ACTIVITIES ​ ​ 594,520 ​ ​ 894,769 ​ ​ 317,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET CHANGE IN CASH AND CASH EQUIVALENTS ​ ​ 91,264 ​ ​ 116,046 ​ ​ ( 310,505 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ​ ​ 272,591 ​ ​ 156,545 ​ ​ 467,050 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS AT END OF PERIOD ​ $ 363,855 ​ $ 272,591 ​ $ 156,545 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 128,348 ​ $ 88,746 ​ $ 6,585 Income taxes ​ ​ 13,092 ​ ​ 4,791 ​ ​ 8,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cumulative effect adjustment of adoption of ASC 326, net of income taxes ​ $ — ​ $ ( 2,118 ) ​ $ — Initial recognition of right of use assets under ASC 842 ​ ​ — ​ ​ — ​ ​ ( 1,505 ) Initial recognition of operating lease liabilities under ASC 842 ​ ​ — ​ ​ — ​ ​ 1,505 Cumulative effect adjustment of adoption of ASU 2023-02, net of income taxes ​ ​ 7,849 ​ ​ — ​ ​ — Unrealized gains on available-for-sale securities ​ ​ 4,850 ​ ​ 3,740 ​ ​ ( 19,006 ) Unrealized holding losses on cash flow hedge ​ ​ — ​ ​ ( 321 ) ​ ​ 1,814 Mortgage loans transferred to loans held for sale ​ ​ 9,504 ​ ​ — ​ ​ — ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 87 Table of Contents NB Bancorp, Inc. Notes to Consolidated Financial Statements Note 1 – Organization, Activities and Significant Accounting Policies Corporate Structure and Nature of Operations ​ NB Bancorp, Inc., a Maryland corporation (the “Company”), is a bank holding company. Through its wholly-owned subsidiary, Needham Bank (the “Bank”), the Company provides a variety of banking services, through its full-service bank branches, located primarily in eastern Massachusetts. ​ The activities of the Company and the Bank are subject to the regulatory supervision of the Board of Governors of the Federal Reserve System. The activities of the Bank are also subject to the regulatory supervision of the Massachusetts Commissioner of Banks. The Company and the activities of the Bank and its subsidiaries are also subject to various Massachusetts business and banking regulations. ​ Conversion Pursuant to a Plan of Conversion (the “Plan”), NB Financial, MHC (the “MHC”), the Bank’s former mutual holding company and the predecessor of the Company, converted from a mutual holding company into a publicly traded stock form of organization on December 27, 2023. In connection with the conversion, the MHC transferred to the Company 100 % of MHC’s common stock, and immediately thereafter merged into the Company. Pursuant to the Plan, the Company sold 40,997,500 shares of common stock in a public offering at $ 10.00 per share for net offering proceeds of approximately $ 400.4 million. The Company completed the offering on December 27, 2023. Effective as of December 27, 2023, the Company donated $ 2.0 million of cash and 1,708,229 shares of common stock to the Needham Bank Charitable Foundation (the “Foundation”). A total of 42,705,729 shares of common stock of the Company were issued and outstanding immediately after the donation to the Foundation. After the completion of the conversion, the Bank’s employee stock ownership plan (the “ESOP”) purchased 2,416,458 and 1,000,000 shares of the Company’s common stock during the years ended December 31, 2024 and 2023, respectively. The cost of conversion and issuing the capital stock was deferred and deducted from the proceeds of the offering. As of December 31, 2023, the Company incurred approximately $ 9.6 million in conversion costs, which are included in shareholders’ equity on the consolidated balance sheet as of December 31, 2023. The Company incurred an additional $ 225,000 in conversion costs during the year ended December 31, 2024, which are included in shareholders’ equity on the consolidated balance sheet as of December 31, 2024. In connection with the conversion, liquidation accounts are established by the Company and the Bank in an aggregate amount equal to (i) the MHC’s ownership interest in the shareholders’ equity of NB Financial, Inc. as of the date of the latest statement of financial condition included in the Company’s definitive prospectus dated October 12, 2023, plus (ii) the value of the net assets of the MHC as of the date of the MHC’s latest statement of financial condition before the consummation of the Conversion (excluding the MHC’s ownership interest in NB Financial, Inc.). Each eligible account holder and supplemental eligible account holder is entitled to a proportionate share of the liquidation accounts in the event of a liquidation of (i) the Company and the Bank or (ii) the Bank, and only in such events. This share will be reduced if the eligible account holder’s or supplemental account holder’s deposit balance falls below the amounts on the date of record and will cease to exist if the account is closed. The liquidation account will never be increased despite any increase after conversion in the related deposit balance. The Bank may not pay a dividend on its capital stock if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements. ​ 88 Table of Contents Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) as set forth by the Financial Accounting Standards Board (“FASB”) and its Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) as well as the rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) under the authority of federal securities laws. The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities in which it holds a controlling financial interest through being the primary beneficiary or through holding a majority of the voting interest. All intercompany accounts and transactions have been eliminated in consolidation. Certain previously reported amounts have been reclassified to conform to the current year's presentation. Operating Segments The Company adopted FASB ASU 2023-07 “Segment Reporting (Topic 280) - Improvement to Reportable Segment Disclosures” on January 1, 2024, which requires that information be reported about a company’s operating segments using a “management approach.” Reportable segments are identified in these standards as those revenue producing components for which separate financial information is produced internally and which are subject to evaluation by the chief operating decision maker (“CODM”). The Company has determined that its CODM is its Chief Executive Officer. The Company has one reportable segment: its banking business, which consists of a full range of banking lending, savings, and small business offerings. The CODM regularly assesses performance of the aggregated single operating and reporting segment and decides how to allocate resources based on net income calculated on the same basis as is net income reported in the Company’s consolidated statements of income and other comprehensive income. The CODM is also regularly provided with expense information at a level consistent with that disclosed in the Company’s consolidated statements of income and other comprehensive income. ​ Use of Estimates ​ The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates. ​ Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, the valuation of deferred tax assets, actuarial estimates related to the Company’s various retirement programs, and the valuation of financial instruments. In connection with the determination of the allowances for credit losses on loans and foreclosed real estate, management obtains independent appraisals for significant properties. ​ A majority of the Company's loan portfolio consists of one-to-four-family residential, commercial real estate and construction and land development loans in the metro-west area of Boston and its surrounding communities. Accordingly, the ultimate collectability of a substantial portion of the Company's loan portfolio and the recovery of the carrying amount of foreclosed real estate are susceptible to changes in local market conditions. ​ While management uses currently available information to recognize losses on loans and foreclosed real estate, future additions to the allowances for credit losses on loans and valuation reserves on foreclosed real estate may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowances for credit losses on loans and valuation reserves on foreclosed real estate. Such agencies may require the Company to recognize additions to the allowances for credit losses on loans and valuation reserves on foreclosed real estate based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the allowance for credit losses on loans and valuation reserves on foreclosed real estate may change in the near future. ​ 89 Table of Contents Summary of Significant Accounting Policies Adoption of New Accounting Standards On January 1, 2023, the Company adopted FASB ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) along with amendments ASU 2019-11 - Codification Improvements to Topic 326, Financial Instruments – Credit Losses , and ASU 2022-02 - Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). Together, these ASUs, referred to herein as ASC 326, replace the incurred loss impairment methodology with the current expected credit loss methodology (“CECL”) and require consideration of a broader range of information to determine credit loss estimates at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASC 326 applies to financial assets subject to credit losses that are measured at amortized cost and certain off-balance sheet credit exposures, which include, but are not limited to, loans receivable, leases, held-to-maturity (“HTM”) securities, loan commitments, and financial guarantees. In addition, ASC 326 made changes to the accounting for AFS debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell the available-for-sale debt securities. The Company adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2023. As of December 31, 2022, the Company did not have any other-than-temporarily impaired investment securities. Upon adoption of ASC 326, the Company determined that an allowance for credit losses on available-for-sale securities was not required. The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures, which included loans receivable and commitments to extend credit (loan commitments and stand-by letters of credit), respectively. The Company does not have any securities classified as HTM. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326. The following table presents the impact to the consolidated balance sheet as the result of adopting ASC 326 effective January 1, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 1, 2023 ​ December 31, 2022 ​ Impact of ​ ​ Post-ASC 326 ​ Pre-ASC 326 ​ ASC 326 ​ Adoption Adoption Adoption ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans receivable, net of deferred fees and costs ​ $ 3,015,445 ​ $ 3,015,445 ​ $ — Allowance for credit losses ​ ​ ( 26,187 ) ​ ​ ( 25,028 ) ​ ​ ( 1,159 ) Deferred income tax asset ​ ​ 7,862 ​ ​ 7,035 ​ ​ 827 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Reserve for unfunded commitments ​ ​ ( 1,786 ) ​ ​ — ​ ​ ( 1,786 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained earnings ​ ​ 356,348 ​ ​ 358,466 ​ ​ ( 2,118 ) ​ On January 1, 2024, the Company adopted ASU 2023-02, Investments – Equity Method and Joint Ventures (Topic 323): Investments in Tax Credit Structures on a modified retrospective basis. This ASU allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method ("PAM"), regardless of the program giving rise to the related income tax credits. Previously, reporting entities were permitted to apply PAM only to qualifying tax equity investments in low-income housing tax credit structures ("LIHTCs"). The Company does not apply PAM to LIHTCs. ​ ​ 90 Table of Contents The following table presents the impact to the consolidated balance sheet as the result of adopting ASU 2023-02 effective January 1, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 1, 2024 ​ December 31, 2023 ​ Impact of ​ ​ Post-ASU 2023-02 ​ Pre-ASU 2023-02 ​ ASU 2023-02 ​ Adoption Adoption Adoption ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-public investments ​ $ 30,884 ​ $ 38,733 ​ $ ( 7,849 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained earnings ​ ​ 358,324 ​ ​ 366,173 ​ ​ ( 7,849 ) ​ Loans Receivable and ACL – Loans that management has the intent and ability to hold for the foreseeable future or until loan maturity or pay-off are reported held for investment at their outstanding principal balance adjusted for any charge-offs and net of any deferred fees (including purchase accounting adjustments) and origination costs (collectively referred to as “amortized cost”). Loan origination fees and certain direct origination costs are deferred and amortized as an adjustment of yield using the payment terms required by the loan contract. Loans are generally placed into nonaccrual status when they are past due 90 days or more as to either principal or interest or when, in the opinion of management, the collection of principal and/or interest is in doubt. A loan remains in nonaccrual status until the loan is current as to payment of both principal and interest or past due less than 90 days and the borrower demonstrates the ability to pay and remain current. When cash payments are received, they are applied to principal first, then to accrued interest. It is the Company’s policy not to record interest income on nonaccrual loans until principal has become current. In certain instances, accruing loans that are past due 90 days or more as to principal or interest may not go on nonaccrual status if the Company determines that the loans are well-secured and are in the process of collection. In accordance with ASC 326, the Company elected to exclude accrued interest from the amortized cost basis in its determination of the ACL for loans receivable, and will instead reverse accrued but unpaid interest through interest income in the period in which the loan is placed on nonaccrual status. Accrued interest receivable on loans amounted to approximately $ 18.1 million and $ 16.1 million as of December 31, 2024 and 2023, respectively. The ACL represents management’s best estimate of credit losses over the remaining life of the loan portfolio. Loans are charged-off against the ACL when management believes the loan balance is no longer collectible. Subsequent recoveries of previously charged-off amounts are recorded as increases to the ACL. The provision for credit losses is an amount sufficient to bring the ACL to an estimated balance that management considers adequate to absorb lifetime expected losses in the Company’s held-for-investment loan portfolio. The ACL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Management’s determination of the adequacy of the ACL under ASC 326 is based on an evaluation of the composition of the loan portfolio, current economic conditions, historical loan loss experience, reasonable and supportable forecasts, and other risk factors. The Company uses a third-party CECL model as part of its estimation of the ACL on a quarterly basis. Loans with similar risk characteristics are collectively assessed within pools (or segments). Loss estimates within the collectively assessed population are based on a combination of pooled assumptions and loan-level characteristics. The Company has determined that using federal call codes is an appropriate loan segmentation methodology, as it is generally based on risk characteristics of a loan’s underlying collateral. Using federal call codes also allows the Company to utilize and assess publicly available external information when developing its estimate of the ACL. The weighted average remaining maturity (“WARM”) method is the primary credit loss estimation methodology used by the Company and involves estimating future cash flows and expected credit losses for pools of loans using their expected remaining weighted average remaining maturity. In applying future economic forecasts, the Company utilizes a forecast period of up to two years. The Company considers economic forecasts of inflation, national gross domestic product, and unemployment rates sourced from the Federal Open Market Committee’s “Summary of Economic Projections” to inform the model for future loss estimation. 91 Table of Contents Additionally, interest rate forecasts sourced from CME Group’s “FedWatch”, Wells Fargo’s “U.S. Economic Outlook,” and FHN Financial’s “Economic Forecast” publications are used for consideration of rate sensitivity in the model’s loan prepayment speed estimation. Historical loss rates used in the quantitative model are primarily derived using both the Bank’s data and peer bank data obtained from publicly available sources (i.e., federal call reports). The Bank’s peer group is comprised of financial institutions of relatively similar size and in similar markets (i.e., $ 10 billion or less of total assets and headquartered in Massachusetts). Management also considers qualitative adjustments when estimating credit losses to take into account the model’s quantitative limitations. Qualitative adjustments to quantitative loss factors, either negative or positive, may include considerations of economic conditions including economic forecasts as detailed above, volume and severity of past due loans, value of underlying collateral, experience, depth, and ability of management, and concentrations of credit. For those loans that do not share similar risk characteristics, the Company evaluates the ACL needs on an individual (or loan by loan) basis. This population of individually evaluated loans (or loan relationships with the same primary source of repayment) is determined on a quarterly basis and consists of: loans with a risk rating of substandard or worse or loan terms differing significantly from other pooled loans. In accordance with the Company’s policy, non-accrual residential real estate loans that are below $ 500,000 and well secured (loan-to-value < 60 %) are excluded from individually evaluated loans. Measurement of credit loss is based on the expected future cash flows of an individually evaluated loan, discounted at the loan’s effective interest rate, or measured on an observable market value, if one exists, or the estimated market value of the collateral underlying the loan, discounted to consider estimated costs to sell the collateral for collateral-dependent loans. If the net value is less than the loan’s amortized cost, a specific reserve in the ACL is recorded, which is charged-off in the period when management believes the loan balance is no longer collectible. The Company’s Troubled Asset Resolution Committee approves the key methodologies and assumptions, as well as the final ACL on at least a quarterly basis. While management uses available information at the time of estimation to determine expected credit losses on loans, future changes in the ACL may be necessary based on changes in portfolio composition, portfolio credit quality, and/or economic conditions. In addition, bank regulatory agencies periodically review its ACL and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management. Collateral-dependent Loans – The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral-dependent loans: ● Commercial real estate and multifamily loans may be secured by either owner-occupied commercial real estate or non-owner-occupied investment commercial real estate. Typically, owner-occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities, and other commercial and industrial properties occupied by operating companies. Repayment is generally from the cash flows of the business occupying the property. Non-owner-occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate. ● Commercial and industrial loans may be secured by non-real estate collateral such as accounts receivable, inventory, equipment, or other similar assets. ● Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage. ● Home equity lines of credit are generally secured by second mortgages on residential real estate property. ● Consumer loans are generally secured by boat and recreational vehicles, automobiles, solar panels and other personal property. Some consumer loans are unsecured, have no underlying collateral, and would not be considered collateral-dependent. 92 Table of Contents Modified Loans – ASU 2022-02 eliminated the concept of troubled debt restructurings (“TDRs”) from the accounting standards for companies that have adopted ASC 326. ASU 2022-02 also requires additional disclosures for certain loan modifications and disclosures of gross charge-offs by year of origination. Specifically, loan modification disclosures in periods subsequent to the adoption of ASC 326 must be made for modifications of existing loans to borrowers who were experiencing financial difficulties at the time of the modification. The modification type must include a direct change in the timing or amount of a loan’s contractual cash flows. The additional disclosures are applicable to situations where there is: principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, a term extension, or any combination thereof. Available-for-Sale (“AFS”) Securities – The Company evaluates the fair value and credit quality of its AFS securities portfolio on a quarterly basis. In the event the fair value of a security falls below its amortized cost basis, the security is evaluated to determine whether the decline in value was caused by changes in market interest rates or security credit quality. The primary indicators of credit quality for the Company’s AFS securities portfolio are security type and credit rating, which is influenced by a number of security-specific factors that may include obligor cash flow, geography, seniority, and others. If unrealized losses are related to credit quality, the Company estimates the credit-related loss by evaluating the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis of the security and a credit loss exists, then an ACL is recorded for the credit loss, limited by the amount that the fair value is less than amortized cost basis. For AFS securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings through an allowance for credit loss. If either of the above criteria is not met, the Company evaluates whether the decline in fair value is the result of credit losses or other factors. In making the assessment, the Company may consider various factors including the extent to which fair value is less than amortized cost, performance on any underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any amount of unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income. Changes in the allowance for credit loss are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance for credit loss when management believes an available for sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. As of December 31, 2024, and 2023, there was no allowance for credit losses related to the AFS securities portfolio. Accrued interest receivable on AFS securities totaled $ 1.6 million and $ 1.2 million at December 31, 2024 and 2023, respectively, and was excluded from the estimate of credit losses. Purchase premiums and discounts are recognized in interest income, using the interest method, to arrive at periodic interest income at a constant effective yield, thereby reflecting the securities' market yield. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. Such gains and losses are recognized within non-interest income in the consolidated statements of income. Reserve for Unfunded Commitments – The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments is adjusted through a provision for credit loss expense and is included in accrued expenses and other liabilities on the consolidated balance sheet. The estimate includes consideration of the likelihood that funding will occur, the existence of any third-party guarantees, and an estimate of credit losses on commitments expected to be funded using the same loss rates of similar financial instruments derived in the estimation of ACL for loans. ​ 93 Table of Contents Comprehensive Income – Under U.S. GAAP, "comprehensive income" is defined as the change in equity during a period due to transactions, events and circumstances arising from non-owner sources. Comprehensive income includes net income under U.S. GAAP as well as "other comprehensive income” (“OCI”), which consists of items that are excluded from net income and reported as changes in separate components of equity as required by other accounting standards. The Company's OCI consists of unrealized gains and losses on available-for-sale investment securities (see Note 2), unrealized gains and losses on interest rate swap agreements (see Note 13) and unrecognized pension costs (see Note 8). The Company presents the components of OCI in a separate consolidated statement of comprehensive income (see Note 14). Fair Value Measurements – The Company follows the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, for assets and liabilities that are measured and recorded at fair value, and to determine fair value disclosures. This standard defines fair value and establishes a framework for measuring fair value. This standard applies to certain other existing accounting pronouncements that require or permit fair value measurements (see Note 12). Cash and Cash Equivalents – For purposes of the consolidated balance sheet and consolidated statement of cash flows, cash and cash equivalents include cash and due from banks, short-term investments, and federal funds sold deposited in other financial institutions that mature within ninety days. Non-Public Investments – Investments in mutually-owned banking organizations (Depositors Insurance Fund, Federal Home Loan Bank and Federal Reserve Bank), cooperative organizations (Connecticut On-Line Computer Center “COCC”), and non-controlling interests in privately-held companies (Jassby, Reinventure Capital, Cross Capital and LearnLaunch Fund), have no quoted market values and are carried at original cost, less any estimated impairment. Interest and dividends on these investments are recognized as earned or when dividends are declared. The Company reviews the above-mentioned stock for impairment based on the ultimate recoverability of their cost. As of December 31, 2024 and 2023, there was no allowance for credit losses related to other investments. LIHTC partnerships are accounted for using the equity method of accounting, whereby the Company amortizes the investment through recognition of the net investment performance as a component of general and administrative expenses in the consolidated statements of income. LIHTC partnerships constitute variable interest entities, which are not consolidated into the Company as there are separate managing members who control and operate the entity. Investments in solar energy programs are accounted for under the proportional amortization method of accounting and constitute variable interest entities, which are not consolidated into the Company as there are separate managing members who control and operate the entity. Derivative Instruments and Hedging Activities – The Company follows ASC Topic 815, Derivatives and Hedging, with regard to disclosure requirements for derivatives and hedging activities, with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Qualitative disclosures explain the Company’s objectives and strategies for using derivatives, and quantitative disclosures are made regarding the fair value of, and gains and losses on, derivative instruments, and about credit-risk-related contingent features in derivative instruments. As required by ASC 815, the Company reports all derivatives on its balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with 1) the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge, or 2) the earnings effect of the hedged forecasted transactions in a cash flow hedge. 94 Table of Contents Other Real Estate Owned – Properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure are classified as other real estate owned (“OREO”). Real estate formally acquired in settlement of loans are recorded at the lower of the carrying value of the loan or the fair value of the property actually received. Losses arising from the acquisition of such properties are charged against the allowance for credit losses. Operating expenses and any subsequent provisions to reduce the carrying value to fair value less costs to sell are charged to current period earnings. In periods of declining real estate values, this accounting treatment would result in additional charges to OREO expense. Gains and losses upon disposal are reflected in earnings as realized. Transfers of Financial Assets – Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) 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 (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Revenue Recognition – The Company recognizes certain revenues in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. The standard is based on the principles that revenues are recognized when control of a good or service transfers to a customer, and that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under Topic 606, depending on the terms of a contract with a customer, revenues are either recognized at a point in time when a performance obligation is satisfied, or over time, as satisfaction of a performance obligation progresses. The standard does not apply to customer contracts that are within the scope of other accounting standards such as financial instruments and their transfer and servicing. As such, the standard does not apply to the Company’s interest income on loans, investment income, sale of financial assets and related mortgage banking and servicing income. Revenues from contracts with customers that are subject to the principles of ASC Topic 606 are included in “non-interest income” under the customer service fees category in the Company’s consolidated statements of income. The following is a summary of such revenues from contracts with customers for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ ​ (in thousands) ATM and interchange income, net of related expenses ​ $ 1,978 ​ $ 1,334 ​ $ 1,186 Non-sufficient funds ("NSF") and overdraft fees ​ ​ 614 ​ ​ 527 ​ ​ 438 Other customer service fees ​ ​ 5,192 ​ ​ 5,731 ​ ​ 3,205 Total ​ $ 7,784 ​ $ 7,592 ​ $ 4,829 ​ ATM and interchange income are reported net of directly related expenses and are recognized by the Company when customers use their ATM/debit cards issued by the Company through a third-party payment network. NSF and overdraft protection fees represent fees charged to customers to cover or protect customer transactions in case of insufficient customer funds. Other customer service fees are primarily comprised of fees on cash management services, deposit account maintenance fees, wire transfer fees, certain loan prepayment fees and investment advisory fees. All of these fees are recognized at a point in time. Transaction based fees are recognized at the time of the transaction while account maintenance and protection fees are both charged and recognized on a monthly basis. In each of the revenue streams identified above, there were no significant judgments made in determining or allocating the transaction price, as the consideration and service requirements are generally explicitly identified in the associated contracts and consist of a single performance obligation. Loan Servicing – The Company records a servicing asset at estimated fair value, if practical, each time it undertakes an obligation to service a financial asset, principally when it sells financial assets and retains servicing rights. For sales of one-to-four-family residential real estate loans, a portion of the cost of originating the loan is allocated to the mortgage servicing rights based on estimated relative fair value. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively based on a valuation model that calculates the present value of estimated future net servicing income. 95 Table of Contents For subsequently measuring and reporting servicing assets, the Company has chosen to use the amortization method, rather than the fair value measurement method. Under this method, the Company amortizes the servicing asset in proportion to, and over the period of, estimated net servicing income, and it assesses the asset for estimated impairment based on fair value at each reporting date. Mortgage servicing rights are included in “prepaid expenses and other assets” on the Company’s consolidated balance sheets. Loan servicing income received and the related amortization of the mortgage servicing rights are included in “mortgage banking income” in the Company’s consolidated statements of income (see Note 3). Banking Premises and Equipment – Land is carried at cost. Other premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 4). Maintenance and repairs are expensed as incurred while major improvements are capitalized. Gains and losses on dispositions are included in current operations. Impairment of Long-Lived Assets – The Company tests long-lived assets, including the core deposit intangible asset, for impairment whenever circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less estimated costs to sell. Defined Benefit Plans: Director Pension Plan – The Company maintains a director defined benefit pension plan which covers members of the board of directors who were in service prior to 2023, upon meeting specific qualifications. Pension expense under this plan is charged to current operations and consists of several components of net periodic pension cost based on various actuarial assumptions regarding future experience under the plans. The Company recognizes the over-funded or under-funded status of a defined benefit plan as an asset or liability in its balance sheet and it recognizes changes in the funded status of the plan in the year in which the changes occur. The funded status of a plan is measured as the difference between the fair value of plan assets and the “projected benefit obligation” (“PBO”) at the consolidated financial statement date. The unrecognized prior service costs, net actuarial gains and accounting transition obligation are reflected as OCI. The changes in the plan’s funded status are recognized as charges or credits to OCI to the extent that they are not required to be recognized as components of “net periodic pension cost” in net income (see Notes 8 and 14). Effective December 31, 2024, the director pension plan was frozen and participants no longer accrue additional retirement benefits. Employee Pension Plan – The Company provides pension benefits for substantially all employees through membership in the Co-operative Banks Employees Retirement Association (“CBERA”). The Plan is accounted for as a multi-employer, noncontributory, defined benefit pension plan. Company employees become eligible after attaining age 21 and completing one year of service, and benefits become fully vested after six years of eligible service. Effective April 1, 2018, future eligibility for new Company employees to participate in the plan was frozen. Effective December 31, 2023, the Plan was frozen and participants no longer accrue additional retirement benefits (see Note 8). The Plan was terminated and fully liquidated in January 2025. Employee Stock Ownership Plan ("ESOP") – ESOP shares are shown as a reduction of equity and are presented in the consolidated statements of changes in shareholders’ equity as unallocated common stock held by ESOP. Compensation expense for the Company’s ESOP is recorded at an amount equal to the shares committed to be allocated by the ESOP multiplied by the average fair market value of the shares during the period. The Company recognizes compensation expense ratably over the period based upon the Company’s estimate of the number of shares committed to be allocated by the ESOP. When the shares are released, unallocated common stock held by ESOP is reduced by the cost of the ESOP shares released and the difference between the average fair market value and the cost of the shares committed to be allocated by the ESOP is recorded as an adjustment to additional paid-in capital. 96 Table of Contents The loan receivable from the ESOP is not reported as an asset nor is the Company’s guarantee to fund the ESOP reported as a liability on the Company’s consolidated balance sheet. The employees of the Bank are the participants in the ESOP. Dividends paid on unallocated shares are used to repay the loan to the Company. ​ Advertising Costs – The Company participates in certain advertising activities to attract more customers. The advertising costs of the Company are considered to benefit the period in which they are incurred. It is the Company’s policy to expense all advertising costs in the period incurred and to include them in the noninterest expense section of the consolidated statements of income under the category marketing and charitable contribution expenses. The Company’s advertising expenses were $ 3.0 million, $ 2.7 million and $ 2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Income Taxes – The Company and its subsidiaries file a consolidated federal income tax return. The Company recognizes certain revenue and expense items in periods which are different for financial accounting purposes than for federal income tax purposes. Deferred income tax assets and liabilities are computed under the liability method based on differences between the consolidated financial statement carrying amounts and the tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In accordance with U.S. GAAP, management assesses the likelihood that tax positions taken will be sustained upon examination based on their technical merit, considering the facts, circumstances and information available at the end of each period. The Company recognizes the effects of significant income tax positions taken on tax returns only if the positions are “more likely than not” to be sustained upon examination by the taxing authorities. Positions taken on tax returns that do not meet that threshold are not recognized in the Company’s provisions for income taxes. The measurement of uncertain tax positions is adjusted when new information is available, or when an event occurs that requires a change. The Company’s policy is to analyze its tax positions for all open tax years. Interest and penalties, if any, associated with uncertain tax positions, are classified as additional income tax expense in the consolidated statements of income (see Note 9). Subsequent events – Management has reviewed all events through the date the audited consolidated financial statements were filed with the SEC and concluded that no other events required any adjustment to the balances presented or disclosures. Reclassifications – Certain prior period balances in the audited consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on prior year net income or shareholders’ equity. ​ ​ ​ ​ 97 Table of Contents Note 2 – Securities The amortized cost and estimated fair values of securities classified as AFS are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Allowance for ​ ​ ​ ​ Cost Gain Loss ​ Credit Losses Fair Value December 31, 2024 ​ (in thousands) Available-for-Sale Debt Securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 69,469 ​ $ 104 ​ $ ( 489 ) ​ $ — ​ $ 69,084 U.S. Government agencies ​ ​ 9,005 ​ ​ 9 ​ ​ ( 7 ) ​ ​ — ​ ​ 9,007 Agency mortgage-backed securities ​ ​ 42,083 ​ ​ — ​ ​ ( 2,899 ) ​ ​ — ​ ​ 39,184 Agency collateralized mortgage obligations ​ ​ 10,993 ​ ​ 147 ​ ​ ( 307 ) ​ ​ — ​ ​ 10,833 Corporate bonds ​ ​ 90,219 ​ ​ 163 ​ ​ ( 6,337 ) ​ ​ — ​ ​ 84,045 Municipal obligations ​ ​ 10,092 ​ ​ — ​ ​ ( 286 ) ​ ​ — ​ ​ 9,806 SBA securities ​ ​ 6,298 ​ ​ 2 ​ ​ ( 54 ) ​ ​ — ​ ​ 6,246 Total ​ $ 238,159 ​ $ 425 ​ $ ( 10,379 ) ​ $ — ​ $ 228,205 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Allowance for ​ ​ ​ ​ Cost Gain Loss ​ Credit Losses Fair Value December 31, 2023 ​ (in thousands) Available-for-Sale Debt Securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 66,874 ​ $ 27 ​ $ ( 2,549 ) ​ $ — ​ $ 64,352 Agency mortgage-backed securities ​ ​ 13,154 ​ ​ 5 ​ ​ ( 1,729 ) ​ ​ — ​ ​ 11,430 Agency collateralized mortgage obligations ​ ​ 2,987 ​ ​ — ​ ​ ( 569 ) ​ ​ — ​ ​ 2,418 Corporate bonds ​ ​ 101,244 ​ ​ 5 ​ ​ ( 9,014 ) ​ ​ — ​ ​ 92,235 Municipal obligations ​ ​ 20,010 ​ ​ — ​ ​ ( 980 ) ​ ​ — ​ ​ 19,030 Total ​ $ 204,269 ​ $ 37 ​ $ ( 14,841 ) ​ $ — ​ $ 189,465 ​ There were no AFS securities pledged to secure borrowings with the Federal Reserve Bank (“FRB”) as of December 31, 2024. AFS securities with carrying values of $ 49.6 million as of December 31, 2023 were pledged to secure borrowings with the FRB (see Note 7). ​ When AFS securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale. During the year ended December 31, 2024, the Company sold $ 29.3 million of AFS securities and recognized gross realized losses of $ 1.9 million and gross realized gains of $ 30,000 . There were no sales of AFS securities during the years ended December 31, 2023 and 2022. The net unrealized loss on AFS securities is reported, net of deferred income tax effects, as a separate component of the Company’s shareholders’ equity, “Accumulated Other Comprehensive Income (Loss)”, and approximates the following as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 ​ ​ (in thousands) Unrealized losses, net ​ $ ( 9,954 ) ​ $ ( 14,804 ) Deferred income tax asset ​ ​ 2,567 ​ ​ 3,876 ​ ​ $ ( 7,387 ) ​ $ ( 10,928 ) ​ 98 Table of Contents Maturities of AFS Debt Securities – The following is a summary of maturities of AFS securities as of December 31, 2024. The amortized cost and fair values are based on the contractual maturity dates. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty. Agency mortgage-backed securities and collateralized mortgage obligations are presented as separate lines as paydowns are expected to occur before contractual maturity dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale ​ ​ Amortized Cost ​ Fair Value ​ (in thousands) Within one year $ 44,071 $ 43,906 Over one year to five years ​ 93,219 ​ 90,837 Over five years to ten years ​ 44,584 ​ 40,289 Over ten years ​ ​ 3,209 ​ ​ 3,156 ​ ​ 185,083 ​ 178,188 Agency mortgage-backed securities ​ 42,083 ​ 39,184 Agency collateralized mortgage obligations ​ 10,993 ​ 10,833 ​ ​ $ 238,159 ​ $ 228,205 ​ Credit Loss Evaluation – The following tables present fair value and gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of the dates stated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 Months ​ 12 Months or More ​ Total ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Number of ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair December 31, 2024 Securities Losses Value Losses Value Losses Value U.S. Treasury securities ​ 18 ​ $ ( 152 ) ​ $ 35,388 ​ $ ( 337 ) ​ $ 6,646 ​ $ ( 489 ) ​ $ 42,034 U.S. Government Agencies ​ 2 ​ ​ ( 7 ) ​ ​ 4,999 ​ ​ — ​ ​ — ​ ​ ( 7 ) ​ ​ 4,999 Agency mortgage-backed securities ​ 17 ​ ​ ( 1,196 ) ​ ​ 30,229 ​ ​ ( 1,703 ) ​ ​ 8,955 ​ ​ ( 2,899 ) ​ ​ 39,184 Agency collateralized mortgage obligations ​ 3 ​ ​ ( 304 ) ​ ​ 8,265 ​ ​ ( 3 ) ​ ​ 113 ​ ​ ( 307 ) ​ ​ 8,378 Corporate bonds ​ 29 ​ ​ ( 1,250 ) ​ ​ 8,748 ​ ​ ( 5,087 ) ​ ​ 69,134 ​ ​ ( 6,337 ) ​ ​ 77,882 Municipal obligations ​ 6 ​ ​ — ​ ​ — ​ ​ ( 286 ) ​ ​ 7,306 ​ ​ ( 286 ) ​ ​ 7,306 SBA securities ​ 3 ​ ​ ( 54 ) ​ ​ 4,722 ​ ​ — ​ ​ — ​ ​ ( 54 ) ​ ​ 4,722 Total ​ 78 ​ $ ( 2,963 ) ​ $ 92,351 ​ $ ( 7,416 ) ​ $ 92,154 ​ $ ( 10,379 ) ​ $ 184,505 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 Months ​ 12 Months or More ​ Total ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Number of ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair December 31, 2023 Securities Losses Value Losses Value Losses Value U.S. Treasury securities ​ 15 ​ $ ( 95 ) ​ $ 7,884 ​ $ ( 2,454 ) ​ $ 46,515 ​ $ ( 2,549 ) ​ $ 54,399 Agency mortgage-backed securities ​ 18 ​ ​ — ​ ​ — ​ ​ ( 1,729 ) ​ ​ 11,124 ​ ​ ( 1,729 ) ​ ​ 11,124 Agency collateralized mortgage obligations ​ 5 ​ ​ — ​ ​ — ​ ​ ( 569 ) ​ ​ 2,418 ​ ​ ( 569 ) ​ ​ 2,418 Corporate bonds ​ 33 ​ ​ ( 1,135 ) ​ ​ 6,866 ​ ​ ( 7,879 ) ​ ​ 78,365 ​ ​ ( 9,014 ) ​ ​ 85,231 Municipal obligations ​ 13 ​ ​ ( 181 ) ​ ​ 1,819 ​ ​ ( 799 ) ​ ​ 17,211 ​ ​ ( 980 ) ​ ​ 19,030 Total ​ 84 ​ $ ( 1,411 ) ​ $ 16,569 ​ $ ( 13,430 ) ​ $ 155,633 ​ $ ( 14,841 ) ​ $ 172,202 ​ U.S. Treasury Securities, U.S. Government Agencies, Agency Mortgage-Backed Securities, Agency Collateralized Mortgage Obligations, Municipal Obligations and SBA securities – The contractual cash flows of these securities are direct obligations of municipalities or the U.S. Treasury, or they consist of agency obligations, mortgage-backed securities or collateralized mortgage obligations which are guaranteed by Fannie Mae, Ginnie Mae, Freddie Mac, the Federal Home Loan Bank, the Small Business Administration or other quasi-government agencies. It is expected that the securities would not be settled at a price less than the amortized cost of the investment. Corporate Bonds – The Company invests in corporate bonds and subordinated debentures, which are scheduled to mature between the calendar years 2025 through 2034. These corporate bonds vary in commercial industries, including automotive, energy, consumer products, and media companies. The Company has also invested in domestic and foreign banking institutions. The subordinated debentures are mostly debt issuances from bank holding companies. ​ 99 Table of Contents As of December 31, 2024 and 2023, the majority of securities in an unrealized loss position were of investment grade; however, a few did not have a third-party investment grade available. These ungraded securities were primarily subordinated debt instruments issued by bank holding companies and are classified as corporate bonds in the tables above. As of December 31, 2024 and 2023, 15 and 14 securities with a market value of $ 34.7 million and $ 36.0 million, respectively, did not have a third-party investment grade available. Investment securities with unrealized losses are generally a result of pricing changes due to changes in the interest rate environment since purchase and not as a result of permanent credit loss. The Company does not intend to sell, nor does it believe it will be required to sell, any of its securities prior to the recovery of the amortized cost. Because the declines in fair value are attributable to market changes in interest rates and not due to credit quality, management did not recognize an allowance for credit loss against the Company’s investment portfolio as of December 31, 2024 and 2023. Non-Public Investments – Non-public investments consists of the following: ​ Depositors Insurance Fund (“DIF”) Stock – The Company holds stock in the DIF, as a requirement of membership. The cost of the shares is $ 139,000 , which represents the Company’s interest in the DIF, and is not redeemable. Federal Home Loan Bank (“FHLB”) Stock – The Company holds stock in the FHLB of Boston, a regional member of the FHLB, as part of the Company’s membership requirements. Based upon the redemption provisions of the FHLB, the stock is restricted, has no quoted market value, and is carried at original cost. The balance in the investment account as of December 31, 2024 and 2023 was $ 6.7 million and $ 14.6 million, respectively. Federal Reserve Bank (“FRB”) Stock – The Company is required to maintain shares in the FRB for 50 % of the total par value in order to meet criteria for membership in the Federal Reserve System. Although the full par value of the stock is $ 100 per share, the Company is required to pay only $ 50 per share at the time of purchase with the understanding that the other half of the subscription amount is subject to call at any time. Dividends are paid semi-annually at the statutory rate of 6 percent per annum, or $ 1.50 per share semi-annually. In addition, Federal Reserve regulations require that the Company purchase additional stock, or that the Federal Reserve System redeem stock, if a change in total deposit liabilities (as reported in the quarterly report of condition) results in a change in the Company’s Federal Reserve Stock holdings requirement by 15 percent or 100 shares, whichever is lower. As of December 31, 2024, the Company held 242,844 shares of stock in the approximate amount of $ 12.1 million compared to 206,450 shares of stock in the approximate amount of $ 10.3 million as of December 31, 2023. ​ COCC Stock – Common and preferred shares of COCC stock are recorded at cost. As of December 31, 2024 and 2023, the Company holds 53 shares of common stock in the amount of $ 225,000 and 47 shares of common stock in the amount of $ 195,000 , respectively. The Company also holds 5 shares of Series A preferred stock in the amount of $ 75,000 as of December 31, 2024 and 2023. Jassby Inc. – Jassby Inc. is a convenient and easy to use app for families with the vision to bring banking and financial services to families and provide App-based banking for generations Z and Alpha. In October 2019, the Company lent Jassby, Inc. $ 1,000,000 at 5 % in the form of a convertible promissory note, which had an original maturity date of December 31, 2021. Due to the occurrence of a private qualifying financing event in February 2020, the promissory note converted to approximately 320,000 shares of Series Seed-1 Preferred Stock in Jassby Inc. The carrying value of this preferred stock as of December 31, 2024 and 2023 was $ 1,000,000 . Reinventure Capital Fund I LP – During 2022, the Company invested $ 2.0 million as a limited partner in the Reinventure Capital Fund to generate alternative investment earnings. In July of 2022, there was a capital distribution of $ 1.0 million leaving the Company with a remaining investment carrying value of $ 1.0 million. During the years ended December 31, 2024 and 2023, there were additional capital calls of $ 318,000 and $ 500,000 , respectively, that increased the Company’s investment carrying value to $ 1.8 million and $ 1.5 million as of December 31, 2024 and 2023, respectively. LearnLaunch Fund III L.P. – During the year ended December 31, 2023, the Company invested $ 455,000 as a limited partner in the LearnLaunch Fund to generate alternative investment earnings. The total commitment to the fund is $ 650,000 , with $ 455,000 contributed as of December 31, 2024 and 2023. ​ 100 Table of Contents Unconsolidated variable interest entities included in non-public investments consist of the following (See Note 20): Massachusetts Housing Investment Corporation ("MHIC") – The MHIC is a program where the Internal Revenue Service (“IRS”) allocates federal tax credits to state housing credit agencies based on each state’s population. The state agencies award Low Income Housing Tax Credits for Qualified Affordable Housing Projects (“QAHP”). Project sponsors use tax credits to raise equity from investors. The equity investment reduces the debt burden on the tax credit property, making it financially feasible to offer lower, more affordable rental rates to eligible individuals. The participating banks are entitled to certain federal tax credits. As of December 31, 2024 and 2023, the Company is carrying approximately $ 1,000,000 in the Massachusetts Housing Equity Fund XXII LLC, a QAHP sponsored by the MHIC. The Company holds a 1.15 % interest in this partnership as of December 31, 2024. The Company’s accumulated share of losses and tax credits was $ 663,000 and $ 662,000 as of December 31, 2024 and 2023, respectively. USA Institutional Tax Credit Fund CXLIV L.P. ("USA ITCF") – The USA ITCF partnership was formed to invest in affordable housing primarily through the acquisition of partnership interest that own leveraged low-income multi-family complexes. The partnership invests in rural, suburban, and metropolitan areas. The principal economic benefit from an investment in the Partnership is expected to be derived from the Low-Income Housing Tax Credits. During 2024, through its subsidiary, 1892 Investments LLC, the Company committed to investing $ 5.0 million in USA ITCF over a thirteen-year period through 2037. During the year ended December 31, 2024, the Company invested $ 830,000 and the investment has a carrying value of $ 821,000 as of December 31, 2024. ​ Sunwealth Project Pool 20 LLC (“Sunwealth”) – Sunwealth is a solar energy program formed on April 21, 2021 by the Company as a 99 % non-controlling LLC investor member and Sunwealth Holdco 8 LLC (“Holdco”) as the sole managing LLC member. Sunwealth is in the business of developing, designing, installing, owning and maintaining solar photovoltaic energy generation facilities on the rooftops or properties of municipal and commercial customers in the United States. Sunwealth has or intends to purchase solar photovoltaic energy generation facilities from the developers prior to any photovoltaic system that is part of any such facilities being placed in service and sell electricity or lease such facilities to off-takers in a manner that will qualify the Company, through its ownership in Sunwealth, to receive income tax credits. Energy produced by the facilities will be sold to the applicable off-taker or the facilities will be leased to the applicable off-taker, in each case pursuant to the offtake agreements with the purchaser. The offtake agreements include leasehold or other rights of access to all areas of the facilities on which the facilities and their parts are located so that agents of Sunwealth are able to inspect, access, maintain and improve facility equipment and all other rights and assets necessary for the ownership and operation thereof and the sale of power from the facilities. During 2021, through its subsidiary, 1892 Investments LLC, the Company invested $ 2.5 million in Sunwealth for Project Pool 20. During the year ended December 31, 2024, the Company adopted the Proportional Amortization Method (“PAM”) under ASU 2023-03. During the year ended December 31, 2024, the Company did not earn any income tax credits, recognized pass through income tax expense of $ 24,000 included in income tax expense on the consolidated statements of income, earned $ 91,000 in preferred returns included in general and administrative expenses on the consolidated statements of income and recognized $ 1.9 million of amortization expense through retained earnings resulting from the adoption of PAM on this investment. The Company's accumulated share of losses and tax credits was $583,000 as of December 31, 2023. In addition, the Company made a loan to Holdco to fund the project, which is included in the Company’s commercial and industrial loan portfolio at an outstanding balance of $ 2.1 million and $ 2.2 million as of December 31, 2024 and 2023, respectively. Sunwealth Project Pool 26 LLC – During 2022, through its subsidiary, 1892 Investments LLC, the Company committed $ 5.0 million to Sunwealth for Project Pool 26, of which the Company invested $ 4.2 million (tax basis) towards solar projects during 2022. At December 31, 2024, the Company has no outstanding commitments. The Company's accumulated share of losses and tax credits was $ 774,000 at December 31, 2023. During the year ended December 31, 2024, the Company adopted PAM under ASU 2023-03. 101 Table of Contents During the year ended December 31, 2024, the Company did not earn any income tax credits, recognized pass through income tax expense of $ 64,000 included in income tax expense on the consolidated statements of income, earned $ 162,000 in preferred returns included in general and administrative expenses on the consolidated statements of income and recognized $ 3.4 million of amortization expense through retained earnings resulting from the adoption of PAM on this investment. In addition, the Company made a loan to Holdco to fund the project, which is included in the Company’s commercial and industrial loan portfolio at an outstanding balance of $ 3.9 million and $ 4.0 million as of December 31, 2024 and 2023, respectively. Sunwealth Project Pool 48 LLC – During 2024, through its subsidiary, 1892 Investments LLC, the Company invested $ 3.0 million in Sunwealth for Project Pool 48. At December 31, 2024, the Company has no outstanding commitments. During the year ended December 31, 2024, the Company adopted PAM under ASU 2023-03. During the year ended December 31, 2024, the Company earned $ 2.6 million in income tax credits included in income tax expense on the consolidated statements of income, recognized pass through income tax benefits of $ 499,000 included in income tax expense on the consolidated statements of income, earned $ 42,000 in preferred returns included in general and administrative expenses on the consolidated statements of income and recognized $ 3.0 million of amortization expense included in income tax expense on the consolidated statements of income on this investment. Agilitas – Agilitas Energy, Inc. is a developer and operator of solar renewable energy power generation and storage facilities in New England. The Company has invested in the below projects through its subsidiary, 1892 Investments LLC: Borden Avenue Project – The Company invested $ 7.9 million in the Borden Avenue battery storage project during 2024. At December 31, 2024, the Company has no outstanding commitments. During the year ended December 31, 2024, the Company adopted PAM under ASU 2023-03. During the year ended December 31, 2024, the Company earned $ 7.1 million in income tax credits included in income tax expense on the consolidated statements of income, recognized pass through income tax benefits of $ 2.3 million included in income tax expense on the consolidated statements of income, earned $ 74,000 in preferred returns included in general and administrative expenses on the consolidated statements of income and recognized $ 7.9 million of amortization expense included in income tax expense on the consolidated statements of income on this investment. Franklin Road Project – The Company committed to investing $ 8.1 million in the Franklin Road energy storage project during 2024. At December 31, 2024, the Company has an outstanding commitment of $ 5.6 million included in accrued expenses and other liabilities on the consolidated balance sheet. During the year ended December 31, 2024, the Company adopted PAM under ASU 2023-03. During the year ended December 31, 2024, the Company earned $ 7.5 million in income tax credits included in income tax expense on the consolidated statements of income, earned $ 39,000 in preferred returns included in general and administrative expenses on the consolidated statements of income and recognized $ 7.6 million of amortization expense included in income tax expense on the consolidated statements of income on this investment. Patriot Renewable Energy Capital, LLC (“Patriot Renewables”) – Patriot Renewables is a developer, owner, and operator of commercial-scale wind and solar energy projects. The Company has invested in the below projects through its subsidiary, 1892 Investments LLC. Bertoline Project – The Company invested $ 623,000 in the Bertoline Project in 2022 and $ 33,000 in 2023 with a total commitment of $ 656,000 . At December 31, 2024, the Company has no outstanding commitments. During the year ended December 31, 2024, the Company adopted PAM under ASU 2023-03. During the year ended December 31, 2024, the Company recognized $ 494,000 of amortization expense through retained earnings resulting from the adoption of PAM on this investment. The Company's accumulated share of losses and tax credits was $ 103,000 at December 31, 2023. 102 Table of Contents Maple Crest Project – During 2024 and 2023, the Company invested $ 247,000 and $ 4.7 million, respectively towards the Maple Crest Project, with a total commitment to this solar project of $ 5.0 million. During the year ended December 31, 2024, the Company adopted PAM under ASU 2023-03. At December 31, 2024, the Company has no outstanding commitments. During the year ended December 31, 2024, the Company did not earn an income tax credits, recognized pass through income tax benefits of $ 280,000 included in income tax expense on the consolidated statements of income, earned $ 74,000 in preferred returns included in general and administrative expenses on the consolidated statements of income and recognized $ 4.3 million of amortization expense through retained earnings resulting from the adoption of PAM on this investment. The Company's accumulated share of losses and tax credits was $ 647,000 at December 31, 2023. ​ ​ Note 3 – Loans Receivable and ACL Loans consist of the following as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 ​ Amount ​ Percent Amount ​ Percent ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-four-family residential $ 1,130,791 ​ 26.06 % $ 1,097,486 ​ 28.18 % Home equity ​ 124,041 ​ 2.86 % ​ 97,270 ​ 2.50 % Total residential real estate ​ 1,254,832 ​ 28.92 % ​ 1,194,756 ​ 30.68 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate ​ 1,363,394 ​ 31.42 % ​ 1,169,859 ​ 30.05 % Multi-family residential ​ 333,047 ​ 7.67 % ​ 209,982 ​ 5.39 % Total commercial real estate ​ 1,696,441 ​ 39.09 % ​ 1,379,841 ​ 35.44 % Construction and land development ​ 583,809 ​ 13.45 % ​ 622,823 ​ 15.99 % Commercial and industrial ​ 559,828 ​ 12.90 % ​ 491,918 ​ 12.63 % Total commercial ​ 2,840,078 ​ 65.44 % ​ 2,494,582 ​ 64.06 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer, net of premium/discount ​ 244,558 ​ 5.64 % ​ 204,871 ​ 5.26 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total loans ​ 4,339,468 ​ 100.00 % ​ 3,894,209 ​ 100.00 % Deferred fees, net ​ ( 6,316 ) ​ ​ ​ ​ ( 4,930 ) ​ ​ ​ Allowance for credit losses ​ ( 38,744 ) ​ ​ ​ ​ ( 32,222 ) ​ ​ ​ Net loans $ 4,294,408 ​ ​ ​ $ 3,857,057 ​ ​ ​ ​ Included in the above are approximately $ 459.6 million and $ 365.9 million in loans to borrowers in the cannabis industry, of which 77 % and 80 % is collateralized by real estate at December 31, 2024 and 2023, respectively. Of that total, $ 321.9 million and $ 207.7 million were direct loans to cannabis companies and were collateralized by real estate at December 31, 2024 and 2023, respectively. None of the loans to borrowers in the cannabis industry are collateralized by cannabis. For the reporting period ended December 31, 2023, the Company disclosed loans to borrowers in the cannabis industry of $ 320.5 million. Based on revised classifications, the amount of loans to borrowers in the cannabis industry at December 31, 2023 was $ 365.9 million. The reclassification did not have a significant impact on the calculation of the ACL. Mortgage loans sold to and serviced for investors are not included in the accompanying consolidated financial statements. The loans serviced for others were sold without recourse provisions. The aggregate outstanding unpaid principal balance of such loans approximated $ 221.5 million and $ 215.7 million at December 31, 2024 and 2023, respectively. Gains on loans sold, including recognition of mortgage servicing rights, for the years ended December 31, 2024, 2023 and 2022 amounted to $ 546,000 , $ 29,000 and $ 60,000 , respectively, and are included in “mortgage banking income” in the noninterest income section in the consolidated statements of income. During the years ended December 31, 2024 and 2023, the Company purchased approximately $ 46.8 million and $ 34.2 million, respectively, of consumer loan pools. These purchases included loan pools collateralized by boat and recreational vehicles, automobiles, and solar panels, as well as unsecured home improvement loans. ​ 103 Table of Contents The outstanding balances of these consumer loan pools, shown net of premium (discount) are as follows as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Gross Loans ​ Premium (Discount) Net Loans ​ (in thousands) Student loans $ 6,954 ​ $ 42 ​ $ 6,996 Boat and RV loans ​ 48,147 ​ ​ 1,136 ​ ​ 49,283 Automobile loans ​ 52,092 ​ ​ — ​ ​ 52,092 Solar panel loans ​ 55,400 ​ ​ ( 5,073 ) ​ ​ 50,327 Home improvement loans ​ 44,458 ​ ​ ( 15 ) ​ ​ 44,443 Total $ 207,051 ​ $ ( 3,910 ) ​ $ 203,141 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Gross Loans ​ Premium (Discount) Net Loans ​ (in thousands) Student loans $ 8,989 ​ $ 49 ​ $ 9,038 Boat and RV loans ​ 58,483 ​ ​ 1,422 ​ ​ 59,905 Automobile loans ​ 14,662 ​ ​ — ​ ​ 14,662 Solar panel loans ​ 61,430 ​ ​ ( 5,443 ) ​ ​ 55,987 Home improvement loans ​ 53,220 ​ ​ ( 26 ) ​ ​ 53,194 Total $ 196,784 ​ $ ( 3,998 ) ​ $ 192,786 ​ The following table presents the aging of the amortized cost of loans receivable by loan category as of the date stated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ 30-59 ​ 60-89 ​ 90 Days or ​ ​ ​ ​ ​ ​ ​ ​ Current ​ Days ​ Days ​ More Past Due ​ ​ ​ ​ Total ​ Loans Past Due Past Due Still Accruing Nonaccrual Loans ​ ​ (in thousands) Real estate loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-four-family residential ​ $ 1,124,762 ​ $ 2,363 ​ $ 736 ​ $ — ​ $ 2,930 ​ $ 1,130,791 Home equity ​ 122,812 ​ 100 ​ 171 ​ — ​ 958 ​ 124,041 Commercial real estate ​ 1,355,064 ​ 5,325 ​ — ​ — ​ 3,005 ​ 1,363,394 Multi-family residential ​ ​ 332,740 ​ ​ 307 ​ ​ — ​ ​ — ​ ​ — ​ ​ 333,047 Construction and land development ​ 583,435 ​ 364 ​ — ​ — ​ 10 ​ 583,809 Commercial and industrial ​ 550,353 ​ 4,907 ​ 10 ​ — ​ 4,558 ​ 559,828 Consumer ​ 236,801 ​ 3,725 ​ 1,637 ​ — ​ 2,395 ​ 244,558 Total ​ $ 4,305,967 ​ $ 17,091 ​ $ 2,554 ​ $ — ​ $ 13,856 ​ $ 4,339,468 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ 30-59 ​ 60-89 ​ 90 Days or ​ ​ ​ ​ ​ ​ ​ ​ Current ​ Days ​ Days ​ More Past Due ​ ​ ​ ​ Total ​ ​ Loans Past Due Past Due Still Accruing Nonaccrual Loans ​ ​ (in thousands) Real estate loans: ​ ​ ​ ​ ​ ​ One-to-four-family residential ​ $ 1,091,483 ​ $ 1,903 ​ $ — ​ $ — ​ $ 4,100 ​ $ 1,097,486 Home equity ​ 96,327 ​ 288 ​ 65 ​ — ​ 590 ​ 97,270 Commercial real estate ​ 1,166,702 ​ 2,735 ​ — ​ — ​ 422 ​ 1,169,859 Multi-family residential ​ ​ 209,982 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 209,982 Construction and land development ​ 622,813 ​ — ​ — ​ — ​ 10 ​ 622,823 Commercial and industrial ​ 487,777 ​ 2 ​ 1 ​ — ​ 4,138 ​ 491,918 Consumer ​ 198,316 ​ 4,009 ​ 1,008 ​ — ​ 1,538 ​ 204,871 Total ​ $ 3,873,400 ​ $ 8,937 ​ $ 1,074 ​ $ — ​ $ 10,798 ​ $ 3,894,209 ​ 104 Table of Contents The following table presents the amortized cost of nonaccrual loans receivable by loan category as of the date stated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonaccrual ​ Nonaccrual ​ Total ​ Nonaccrual ​ Nonaccrual ​ Total ​ ​ Loans with ​ Loans with ​ Nonaccrual ​ Loans with ​ Loans with ​ Nonaccrual ​ No ACL an ACL Loans No ACL an ACL Loans ​ ​ (In thousands) Real estate loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-four-family residential ​ $ 2,930 ​ $ — ​ $ 2,930 ​ $ 4,100 ​ $ — ​ $ 4,100 Home equity ​ ​ 958 ​ ​ — ​ ​ 958 ​ ​ 590 ​ ​ — ​ ​ 590 Commercial real estate ​ ​ 3,005 ​ ​ — ​ ​ 3,005 ​ ​ 422 ​ ​ — ​ ​ 422 Construction and land development ​ ​ 10 ​ ​ — ​ ​ 10 ​ ​ 10 ​ ​ — ​ ​ 10 Commercial and industrial ​ ​ 454 ​ ​ 4,104 ​ ​ 4,558 ​ ​ 376 ​ ​ 3,762 ​ ​ 4,138 Consumer ​ ​ 2,394 ​ ​ 1 ​ ​ 2,395 ​ ​ 1,538 ​ ​ — ​ ​ 1,538 Total ​ $ 9,751 ​ $ 4,105 ​ $ 13,856 ​ $ 7,036 ​ $ 3,762 ​ $ 10,798 ​ During the years ended December 31, 2024 and 2023, the Company reversed $ 498,000 and $ 116,000 of interest income, respectively, for loans that were placed on non-accrual. ​ Credit Quality Information The Company utilizes a nine-grade internal rating system for all loans, except consumer loans, which are not risk rated, as follows: Loans rated 1-5: Loans in these categories are considered “pass” rated loans with low to average risk. Loans rated 6: Loans in this category are considered “special mention”. These loans are starting to show signs of potential weakness and are being closely monitored by management. Loans rated 7: Loans in this category are considered “substandard”. Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected. Loans rated 8: Loans in this category are considered “doubtful”. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. Loans rated 9: Loans in this category are considered uncollectible (“loss”) and of such little value that their continuance as loans is not warranted. On an annual basis, or more often if needed, the Company reviews the accuracy of risk ratings for all commercial real estate, construction and land development loans, and commercial and industrial loans based on various ongoing performance characteristics and supporting information that is provided from time to time by commercial borrowers. Annually, the Company engages an independent third-party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process. ​ ​ 105 Table of Contents The following table presents the amortized cost of loans receivable by internal risk grade by year of origination as of December 31, 2024. Also presented are current period gross charge-offs by loan type and vintage year for the year ended December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans Amortized Cost Basis by Origination Year (in thousands) ​ ​ Risk Rating ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ Prior ​ Revolving Loans ​ Total One-to-Four-Family Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 97,895 ​ $ 145,711 ​ $ 266,364 ​ $ 247,799 ​ $ 115,133 ​ $ 224,354 ​ $ 30,227 ​ $ 1,127,483 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ 246 ​ ​ — ​ ​ 2,990 ​ ​ 72 ​ ​ 3,308 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 97,895 ​ $ 145,711 ​ $ 266,364 ​ $ 248,045 ​ $ 115,133 ​ $ 227,344 ​ $ 30,299 ​ $ 1,130,791 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 123,083 ​ $ 123,083 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 958 ​ ​ 958 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 124,041 ​ $ 124,041 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 118,115 ​ $ 409,048 ​ $ 364,384 ​ $ 69,349 ​ $ 97,500 ​ $ 248,749 ​ $ 45,088 ​ $ 1,352,233 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 1,399 ​ ​ 2,664 ​ ​ 873 ​ ​ 3,220 ​ ​ — ​ ​ 8,156 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ 469 ​ ​ — ​ ​ — ​ ​ 2,536 ​ ​ — ​ ​ 3,005 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 118,115 ​ $ 409,048 ​ $ 366,252 ​ $ 72,013 ​ $ 98,373 ​ $ 254,505 ​ $ 45,088 ​ $ 1,363,394 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 4,000 ​ $ — ​ $ 4,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multi-Family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 5,138 ​ $ 7,563 ​ $ 212,492 ​ $ 21,791 ​ $ 36,016 ​ $ 50,047 ​ $ — ​ $ 333,047 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 5,138 ​ $ 7,563 ​ $ 212,492 ​ $ 21,791 ​ $ 36,016 ​ $ 50,047 ​ $ — ​ $ 333,047 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction and Land Development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 161,997 ​ $ 284,102 ​ $ 90,512 ​ $ 13,255 ​ $ 9,232 ​ $ 364 ​ $ 24,337 ​ $ 583,799 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 161,997 ​ $ 284,102 ​ $ 90,512 ​ $ 13,255 ​ $ 9,232 ​ $ 374 ​ $ 24,337 ​ $ 583,809 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 42,154 ​ $ 64,943 ​ $ 54,435 ​ $ 38,759 ​ $ 6,594 ​ $ 14,468 ​ $ 324,481 ​ $ 545,834 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 531 ​ ​ 2,884 ​ ​ 1,002 ​ ​ — ​ ​ 425 ​ ​ 4,842 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 343 ​ ​ 4,214 ​ ​ 4,595 ​ ​ 9,152 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 42,154 ​ $ 64,943 ​ $ 54,966 ​ $ 41,643 ​ $ 7,939 ​ $ 18,682 ​ $ 329,501 ​ $ 559,828 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ 272 ​ $ — ​ $ 119 ​ $ — ​ $ 391 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 106 Table of Contents Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ 67,429 ​ ​ 32,233 ​ ​ 67,018 ​ ​ 49,262 ​ ​ 9,047 ​ ​ 17,145 ​ ​ 2,424 ​ ​ 244,558 Total ​ ​ ​ $ 67,429 ​ $ 32,233 ​ $ 67,018 ​ $ 49,262 ​ $ 9,047 ​ $ 17,145 ​ $ 2,424 ​ $ 244,558 Current period gross charge-offs ​ ​ ​ $ — ​ $ 300 ​ $ 2,252 ​ $ 1,587 ​ $ 231 ​ $ 250 ​ $ 24 ​ $ 4,644 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 425,299 ​ $ 911,367 ​ $ 988,187 ​ $ 390,953 ​ $ 264,475 ​ $ 537,982 ​ $ 547,216 ​ $ 4,065,479 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 1,930 ​ ​ 5,548 ​ ​ 1,875 ​ ​ 3,220 ​ ​ 425 ​ ​ 12,998 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ 469 ​ ​ 246 ​ ​ 343 ​ ​ 9,740 ​ ​ 5,625 ​ ​ 16,423 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ 67,429 ​ ​ 32,233 ​ ​ 67,018 ​ ​ 49,262 ​ ​ 9,047 ​ ​ 17,145 ​ ​ 2,424 ​ ​ 244,558 Total ​ ​ ​ $ 492,728 ​ $ 943,600 ​ $ 1,057,604 ​ $ 446,009 ​ $ 275,740 ​ $ 568,097 ​ $ 555,690 ​ $ 4,339,468 Current period gross charge-offs ​ ​ ​ $ — ​ $ 300 ​ $ 2,252 ​ $ 1,859 ​ $ 231 ​ $ 4,369 ​ $ 24 ​ $ 9,035 ​ (1) Consumer loans are not formally risk rated and included $ 2.4 million of loans on non-accrual as of December 31, 2024 ​ The following table presents the amortized cost of loans receivable by internal risk grade by year of origination as of December 31, 2023. Also presented are current period gross charge-offs by loan type and vintage year for the year ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans Amortized Cost Basis by Origination Year (in thousands) ​ ​ Risk Rating ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Revolving Loans ​ Total One-to-Four-Family Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 152,802 ​ $ 272,447 ​ $ 256,666 ​ $ 128,181 ​ $ 78,739 ​ $ 174,586 ​ $ 33,088 ​ $ 1,096,509 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 898 ​ ​ 79 ​ ​ 977 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 152,802 ​ $ 272,447 ​ $ 256,666 ​ $ 128,181 ​ $ 78,739 ​ $ 175,484 ​ $ 33,167 ​ $ 1,097,486 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 379 ​ $ — ​ $ 379 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 69 ​ $ 97,201 ​ $ 97,270 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 69 ​ $ 97,201 ​ $ 97,270 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 380,858 ​ $ 319,868 ​ $ 59,555 ​ $ 102,791 ​ $ 99,316 ​ $ 165,670 ​ $ 29,904 ​ $ 1,157,962 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,183 ​ ​ 5,714 ​ ​ — ​ ​ 11,897 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 380,858 ​ $ 319,868 ​ $ 59,555 ​ $ 102,791 ​ $ 105,499 ​ $ 171,384 ​ $ 29,904 ​ $ 1,169,859 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multi-Family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 7,583 ​ $ 101,550 ​ $ 22,358 ​ $ 21,671 ​ $ 42,776 ​ $ 14,044 ​ $ — ​ $ 209,982 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 7,583 ​ $ 101,550 ​ $ 22,358 ​ $ 21,671 ​ $ 42,776 ​ $ 14,044 ​ $ — ​ $ 209,982 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — 107 Table of Contents Construction and Land Development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 157,380 ​ $ 305,558 ​ $ 127,720 ​ $ 20,929 ​ $ 10,333 ​ $ — ​ $ 893 ​ $ 622,813 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 157,380 ​ $ 305,558 ​ $ 127,720 ​ $ 20,929 ​ $ 10,333 ​ $ 10 ​ $ 893 ​ $ 622,823 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 58,676 ​ $ 88,286 ​ $ 45,960 ​ $ 8,080 ​ $ 3,038 ​ $ 16,178 ​ $ 262,508 ​ $ 482,726 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 250 ​ ​ — ​ ​ — ​ ​ 475 ​ ​ — ​ ​ 725 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 119 ​ ​ 3,762 ​ ​ 4,586 ​ ​ 8,467 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 58,676 ​ $ 88,286 ​ $ 46,210 ​ $ 8,080 ​ $ 3,157 ​ $ 20,415 ​ $ 267,094 ​ $ 491,918 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 570 ​ $ 109 ​ $ — ​ $ 679 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ 201,983 ​ ​ 58 ​ ​ 230 ​ ​ 114 ​ ​ 74 ​ ​ 664 ​ ​ 1,748 ​ ​ 204,871 Total ​ ​ ​ $ 201,983 ​ $ 58 ​ $ 230 ​ $ 114 ​ $ 74 ​ $ 664 ​ $ 1,748 ​ $ 204,871 Current period gross charge-offs ​ ​ ​ $ 42 ​ $ 1,524 ​ $ 1,163 ​ $ 311 ​ $ 219 ​ $ 221 ​ $ 7 ​ $ 3,487 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 757,299 ​ $ 1,087,709 ​ $ 512,259 ​ $ 281,652 ​ $ 234,202 ​ $ 370,547 ​ $ 423,594 ​ $ 3,667,262 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 250 ​ ​ — ​ ​ 6,183 ​ ​ 6,189 ​ ​ — ​ ​ 12,622 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 119 ​ ​ 4,660 ​ ​ 4,665 ​ ​ 9,444 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ 201,983 ​ ​ 58 ​ ​ 230 ​ ​ 114 ​ ​ 74 ​ ​ 664 ​ ​ 1,748 ​ ​ 204,871 Total ​ ​ ​ $ 959,282 ​ $ 1,087,767 ​ $ 512,739 ​ $ 281,766 ​ $ 240,578 ​ $ 382,070 ​ $ 430,007 ​ $ 3,894,209 Current period gross charge-offs ​ ​ ​ $ 42 ​ $ 1,524 ​ $ 1,163 ​ $ 311 ​ $ 789 ​ $ 709 ​ $ 7 ​ $ 4,545 ​ (1) Consumer loans are not formally risk rated and included $ 1.5 million of loans on non-accrual as of December 31, 2023 ​ The following tables present an analysis of the change in the ACL by major loan segment for the period stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2024 ​ ​ One-to-Four ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ ​ ​ ​ Commercial ​ ​ ​ and Land ​ Commercial and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Home Equity Real Estate Multi-Family Development Industrial Consumer Unallocated Total ​ ​ (in thousands) Balance at December 31, 2023 ​ $ 1,835 ​ $ 117 ​ $ 5,698 ​ $ 378 ​ $ 7,630 ​ $ 10,878 ​ $ 5,686 ​ $ — ​ $ 32,222 Provision for (release of) credit losses ​ ( 640 ) ​ ​ ( 43 ) ​ ​ 7,783 ​ ​ 221 ​ ​ ( 3,493 ) ​ ​ 425 ​ ​ 10,681 ​ — ​ 14,934 Charge-offs ​ — ​ — ​ ( 4,000 ) ​ — ​ — ​ ( 391 ) ​ ( 4,644 ) ​ — ​ ( 9,035 ) Recoveries of loans previously charged-off ​ — ​ — ​ — ​ — ​ — ​ 262 ​ 361 ​ — ​ 623 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2024 ​ $ 1,195 ​ $ 74 ​ $ 9,481 ​ $ 599 ​ $ 4,137 ​ $ 11,174 ​ $ 12,084 ​ $ — ​ $ 38,744 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 ​ ​ One-to-Four ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ ​ ​ ​ Commercial ​ ​ ​ ​ Construction and ​ Commercial and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Home Equity Real Estate Multi-Family Land Development Industrial Consumer Unallocated Total ​ ​ (in thousands) Balance at December 31, 2022 ​ $ 3,485 ​ $ 258 ​ $ 5,785 ​ $ 753 ​ $ 3,846 ​ $ 8,255 ​ $ 1,403 ​ $ 1,243 ​ $ 25,028 Adjustment to allowance for adoption of ASU 2016-13 ​ ​ 266 ​ ​ 13 ​ ​ 822 ​ ​ — ​ ​ ( 246 ) ​ ​ 932 ​ ​ 615 ​ ​ ( 1,243 ) ​ ​ 1,159 Provision for (release of) credit losses ​ ( 1,537 ) ​ ​ ( 154 ) ​ ​ ( 909 ) ​ ​ ( 375 ) ​ ​ 4,030 ​ ​ 2,322 ​ ​ 6,280 ​ — ​ 9,657 Charge offs ​ ( 379 ) ​ — ​ — ​ — ​ — ​ ( 679 ) ​ ( 3,487 ) ​ — ​ ( 4,545 ) Recoveries of loans previously charged off ​ — ​ — ​ — ​ — ​ — ​ 48 ​ 875 ​ — ​ 923 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ $ 1,835 ​ $ 117 ​ $ 5,698 ​ $ 378 ​ $ 7,630 ​ $ 10,878 ​ $ 5,686 ​ $ — ​ $ 32,222 ​ ​ 108 Table of Contents The following table presents the amortized cost of collateral-dependent loans as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 Real estate loans: (in thousands) One to four-family residential ​ $ 3,112 ​ $ 977 Home equity ​ 908 ​ — Commercial real estate ​ 3,005 ​ — Construction and land development ​ 10 ​ 10 Commercial and industrial loans ​ 9,152 ​ 8,443 Total ​ $ 16,187 ​ $ 9,430 ​ The Company closely monitors the performance of borrowers experiencing financial difficulty to understand the effectiveness of its loan modification efforts. During the year ended December 31, 2024, the Company modified one participation commercial real estate loan with an amortized cost basis of $ 6.2 million, or 0.01 % of total commercial real estate loans, through an interest rate reduction and maturity extension. The modified loan experienced a $ 4.0 million charge-off during the year ended December 31, 2024 resulting from a shortfall in the projected sale price of the underlying real estate collateral. The Company did no t modify any loans to borrowers experiencing financial difficulty during the year ended December 31, 2023. Allowance for Credit Losses – Unfunded Commitments The Company maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e., commitment cannot be canceled at any time). The allowance for off-balance sheet credit exposures is adjusted as a provision for (release of) credit loss expense. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the ACL on loans. The allowance for credit losses for unfunded loan commitments of $ 3.2 million and $ 6.0 million as of December 31, 2024 and 2023, respectively, is classified separately on the consolidated balance sheet within accrued expenses and other liabilities. ​ The following table presents the balance and activity in the allowance for credit losses for unfunded loan commitments for the periods stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ (in thousands) Beginning balance $ 6,014 ​ $ — Adjustment to allowance for unfunded commitments for adoption of ASC 326 ​ ​ — ​ ​ 1,786 (Release of) provision for credit losses ​ ( 2,811 ) ​ 4,228 Ending balance ​ $ 3,203 ​ $ 6,014 ​ Pre-ASC 326 Adoption Disclosures Prior to the adoption of ASC 326 on January 1, 2023, the Company calculated the allowance for loan losses under the incurred loss methodology. The following disclosures are presented under this previously applicable U.S. GAAP for the applicable prior periods. Due to the adoption of CECL under ASC 326, two significant concepts under the incurred loss methodology disclosed below, impaired loans and troubled debt restructurings (“TDRs”) have been eliminated and replaced by collateral-dependent loans and modifications made to borrowers experiencing financial difficulties which were discussed in Note 1 and disclosed previously. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. 109 Table of Contents Under the incurred loss methodology, when a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification was considered a TDR. All TDRs were initially classified by the Company as impaired. The following table presents a summary of the loan portfolio individually and collectively evaluated for impairment as of the date stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to Four- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ ​ ​ Commercial ​ Construction & ​ Commercial & ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Home Equity Real Estate Land Development Industrial Consumer Unallocated Total ​ ​ (in thousands) December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Allowance for loans individually evaluated for impairment ​ $ 422 ​ $ — ​ $ — ​ $ — ​ $ 4,998 ​ $ — ​ $ — ​ $ 5,420 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for loans collectively evaluated for impairment ​ 3,063 ​ 258 ​ 6,538 ​ 3,846 ​ 3,257 ​ 1,403 ​ 1,243 ​ 19,608 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Allowance for Loan Loss ​ $ 3,485 ​ $ 258 ​ $ 6,538 ​ $ 3,846 ​ $ 8,255 ​ $ 1,403 ​ $ 1,243 ​ $ 25,028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans individually evaluated for impairment ​ $ 1,809 ​ $ 80 ​ $ 3,360 ​ $ 10 ​ $ 9,121 ​ $ — ​ $ — ​ $ 14,380 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans collectively evaluated for impairment ​ 930,627 ​ 75,146 ​ 1,008,663 ​ 552,365 ​ 238,240 ​ 196,535 ​ — ​ 3,001,576 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ $ 932,436 ​ $ 75,226 ​ $ 1,012,023 ​ $ 552,375 ​ $ 247,361 ​ $ 196,535 ​ $ — ​ $ 3,015,956 ​ The following tables presents a summary of impaired loans as of the date stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recorded ​ ​ Unpaid ​ ​ Related ​ ​ ​ ​ ​ ​ Investment in ​ ​ Principal ​ ​ Allowance for ​ ​ Net Impaired ​ Impaired Loans Balance Loan Losses Loan Balance ​ ​ (in thousands) December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impaired loans with no related allowance recorded: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to four-family residential ​ $ 1,387 ​ $ 1,912 ​ $ — ​ $ 1,387 Home equity ​ ​ 80 ​ ​ 80 ​ ​ — ​ ​ 80 Commercial real estate ​ ​ 3,360 ​ ​ 9,178 ​ ​ — ​ ​ 3,360 Construction & land development ​ ​ 10 ​ ​ 640 ​ ​ — ​ ​ 10 Commercial & industrial ​ ​ 874 ​ ​ 2,669 ​ ​ — ​ ​ 874 Consumer ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ 5,711 ​ ​ 14,479 ​ ​ — ​ ​ 5,711 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impaired loans with an allowance recorded: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to four-family residential ​ ​ 422 ​ ​ 422 ​ ​ 422 ​ ​ — Home equity ​ ​ — ​ ​ — ​ ​ — ​ ​ — Commercial real estate ​ ​ — ​ ​ — ​ ​ — ​ ​ — Construction & land development ​ ​ — ​ ​ — ​ ​ — ​ ​ — Commercial & industrial ​ ​ 8,247 ​ ​ 8,247 ​ ​ 4,998 ​ ​ 3,249 Consumer ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ 8,669 ​ ​ 8,669 ​ ​ 5,420 ​ ​ 3,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total impaired loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to four-family residential ​ ​ 1,809 ​ ​ 2,334 ​ ​ 422 ​ ​ 1,387 Home equity ​ ​ 80 ​ ​ 80 ​ ​ — ​ ​ 80 Commercial real estate ​ ​ 3,360 ​ ​ 9,178 ​ ​ — ​ ​ 3,360 Construction & land development ​ ​ 10 ​ ​ 640 ​ ​ — ​ ​ 10 Commercial & industrial ​ ​ 9,121 ​ ​ 10,916 ​ ​ 4,998 ​ ​ 4,123 Consumer ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total impaired loans ​ $ 14,380 ​ $ 23,148 ​ $ 5,420 ​ $ 8,960 ​ 110 Table of Contents Additional information about impaired loans is as follows for the period stated: ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2022 ​ ​ (in thousands) Average recorded investment in impaired loans: ​ ​ ​ Real Estate: ​ ​ ​ One-to-four family residential ​ ​ 1,633 Home equity ​ ​ 16 Commercial real estate ​ ​ 3,413 Construction and land development ​ ​ 10 Commercial and industrial ​ ​ 8,802 Total ​ $ 13,874 ​ ​ ​ ​ Related amount of interest income recognized during the period that the loans were impaired: ​ ​ ​ Total recognized ​ $ 683 Amount recognized using a cash-basis method of accounting ​ $ 367 ​ The following table summarizes the carrying balance of TDRs as of December 31, 2022: ​ ​ ​ ​ ​ ​ (in thousands) Performing TDRs ​ $ 8,304 Nonperforming TDRs ​ ​ 3,762 Total TDRs ​ $ 12,066 ​ There were no loans modified as TDRs and no TDRs that defaulted in the first twelve months after restructuring during the year ended December 31, 2022. The following tables present an analysis of the change in the allowance for loan losses by loan type for the period stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2022 ​ ​ One-to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Four- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ Home ​ Commercial ​ Construction and ​ Commercial and ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Equity Real Estate Land Development Industrial Consumer Unallocated Total ​ ​ (in thousands) Balance, December 31, 2021 ​ $ 3,016 ​ $ 175 ​ $ 4,449 ​ $ 3,467 ​ $ 5,749 ​ $ 109 ​ $ 1,450 ​ $ 18,415 Provision for loan losses ​ ​ 471 ​ ​ 83 ​ ​ 2,041 ​ ​ 379 ​ ​ 2,506 ​ ​ 1,427 ​ ​ ( 207 ) ​ ​ 6,700 Charge offs ​ ​ ( 35 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 287 ) ​ ​ — ​ ​ ( 322 ) Recoveries of loans previously charged off ​ ​ 33 ​ ​ — ​ ​ 48 ​ ​ — ​ ​ — ​ ​ 154 ​ ​ — ​ ​ 235 Balance, December 31, 2022 ​ $ 3,485 ​ $ 258 ​ $ 6,538 ​ $ 3,846 ​ $ 8,255 ​ $ 1,403 ​ $ 1,243 ​ $ 25,028 ​ The following table summarizes the Company’s loans by risk rating category as of the date stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk ​ Real ​ Commercial ​ Construction & ​ Commercial & ​ ​ ​ ​ Total ​ ​ Rating ​ Estate ​ Real Estate ​ Land Development ​ Industrial ​ Consumer ​ Loans ​ ​ (in thousands) December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 1,006,275 ​ $ 998,788 ​ $ 552,365 ​ $ 232,742 ​ $ 196,535 ​ $ 2,986,705 Special Mention ​ 6 ​ — ​ 13,235 ​ — ​ 5,474 ​ — ​ 18,709 Substandard ​ 7 ​ 1,387 ​ — ​ — ​ 9,145 ​ — ​ 10,532 Doubtful ​ 8 ​ — ​ — ​ 10 ​ — ​ — ​ 10 Loss ​ 9 ​ — ​ — ​ — ​ — ​ — ​ — Total ​ ​ ​ ​ $ 1,007,662 ​ $ 1,012,023 ​ $ 552,375 ​ $ 247,361 ​ $ 196,535 ​ $ 3,015,956 ​ ​ ​ ​ 111 Table of Contents ​ ​ Note 4 – Premises and Equipment ​ The following table summarizes the Company’s premises and equipment as of the periods stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expected Useful Lives December 31, 2024 December 31, 2023 Land ​ ​ ​ $ 4,631 ​ $ 4,631 Land improvements ​ 7-20 years ​ ​ 2,727 ​ ​ 2,727 Leasehold improvements ​ Lease term (including all anticipated extensions) ​ ​ 12,926 ​ ​ 13,017 Buildings and improvements ​ 20 - 50 ​ ​ 23,225 ​ ​ 22,478 Furniture, fixtures, and equipment ​ 3 - 10 ​ ​ 20,492 ​ ​ 19,211 ​ ​ ​ ​ ​ 64,001 ​ ​ 62,064 Less accumulated depreciation ​ ​ ​ ​ ( 29,347 ) ​ ​ ( 26,533 ) Total ​ ​ ​ $ 34,654 ​ $ 35,531 ​ The Company had depreciation expense for the years ended December 31, 2024, 2023 and 2022 in the amount of $ 2.8 million, $ 2.7 million and $ 2.4 million, respectively. ​ Note 5 – Lease Commitments The Company is the lessee under seven building and land lease agreements for branch locations in Dedham, Dover, Millis, Medford, Natick and Mission Hill and an administrative office in Wellesley. The Company’s operating leases have remaining lease terms of 10 to 25 years, some of which include options to extend the leases for up to 10 years. In addition to the rental amounts, the Company is responsible for its share of utilities. The Company follows ASC 842, “Leases”, whereby all of its existing branch lease agreements have been recognized in the consolidated balance sheets in prepaid expenses and other assets as “right of use assets”, with offsetting “operating lease liabilities” in accrued expenses and other liabilities. The following is a summary of the recorded lease right-of-use assets for all of the above-mentioned lease agreements as of the dates stated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 ​ ​ (in thousands) Operating lease right-of-use assets ​ $ 14,278 ​ $ 11,540 Less accumulated amortization ​ ​ ( 1,453 ) ​ ​ ( 992 ) Operating lease right-of-use assets, net ​ ​ 12,825 ​ ​ 10,548 Operating lease liabilities ​ $ 13,195 ​ $ 10,773 Weighted average remaining term (years) ​ ​ 17 ​ ​ 19 Weighted average discount rate ​ ​ 4.45 % ​ ​ 4.38 % ​ The future minimum lease payments under the terms of the above leases at December 31, 2024, along with the recorded present value of the lease obligations, are as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ 2025 ​ $ 1,127 2026 ​ 843 2027 ​ 800 2028 ​ 1,078 2029 ​ ​ 1,376 2030 and thereafter ​ 14,303 ​ ​ $ 19,527 Less unamortized discount ​ ( 6,332 ) Recorded present value of lease obligations ​ $ 13,195 ​ 112 Table of Contents The Company has included in its recorded lease obligations and right-of-use assets any of the available lease extension options permitted under the agreements that management can be reasonably certain under lease accounting criteria that the options will be exercised. Required payments for real estate taxes, insurance, utilities and management fees are not included in the recorded lease obligations and assets since they are variable payments that do not depend on a specified index or rate and they are recorded to expense as they are incurred. Any increases in lease payments as a result of changes in the CPI are charged to lease expense. Common area maintenance charges under the agreements are not considered in the lease payments since they represent a service provided to the Company and, as such, they are recorded to expense as incurred. The discount rates imputed on the lease obligations range from 3.01 % to 5.29 %, which represented the Company’s incremental borrowing rates for similar length terms as the applicable leases. Total lease expense for the year ended December 31, 2024, 2023 and 2022 approximated $ 1.2 million, $ 938,000 and $ 630,000 , respectively. ​ Note 6 – Deposits A comparative summary of deposits is as follows as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 ​ ​ (in thousands) Transactional accounts: ​ ​ ​ ​ ​ ​ Noninterest-bearing demand deposits ​ $ 623,400 ​ $ 528,409 Savings accounts ​ ​ 108,685 ​ ​ 132,741 NOW accounts ​ ​ 481,539 ​ ​ 391,740 Money market accounts ​ ​ 1,000,748 ​ ​ 837,423 Total transactional accounts ​ ​ 2,214,372 ​ ​ 1,890,313 ​ ​ ​ ​ ​ ​ ​ Time deposits ​ ​ ​ ​ ​ ​ Greater than $250,000 ​ ​ 694,062 ​ ​ 544,246 Less than or equal to $250,000 ​ ​ 1,269,218 ​ ​ 952,768 Total time deposits ​ ​ 1,963,280 ​ ​ 1,497,014 Total deposits ​ $ 4,177,652 ​ $ 3,387,327 ​ Contractual maturities of time deposits are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ (in thousands) Within 1 year ​ ​ ​ ​ $ 1,920,987 Over 1 year to 2 years ​ ​ ​ ​ ​ 30,653 Over 2 years to 3 years ​ ​ ​ ​ ​ 6,497 Over 3 years to 4 years ​ ​ ​ ​ ​ 2,780 Over 4 years to 5 years ​ ​ ​ ​ ​ 2,363 ​ ​ ​ ​ ​ $ 1,963,280 ​ Included in time deposits less than or equal to $250,000 are brokered certificates of deposit of approximately $ 309.8 million and $ 183.6 million as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, total deposits related to the cannabis industry are $ 395.2 million and $ 317.4 million, or 9.5 % and 9.4 %, of total deposits, respectively. There are no customers whose deposit balances exceed 5 % of total deposits as of December 31, 2024 and 2023 . ​ 113 Table of Contents Note 7 – Borrowings Federal Home Loan Bank – Borrowings from the FHLB are secured by a blanket lien on qualified collateral, defined principally by pledging a specified percentage of the carrying value of owner and non-owner occupied first mortgage loans secured by one-to-four-family properties and commercial real estate loans, including multifamily loans. The amount of loans pledged was $ 1.24 billion as of December 31, 2024. Total additional borrowing capacity with the FHLB based upon collateral pledged approximates $ 754.1 million at December 31, 2024. Additionally, in order to further secure these borrowings with the FHLB, the Company is also required to invest in the stock of the FHLB. Maturities on outstanding borrowings from the FHLB are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Average ​ ​ ​ Amount ​ Rate ​ Amount ​ Rate Advances maturing within: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Within one year ​ $ 100,000 ​ 4.89 % ​ $ 282,503 ​ 5.53 % Over 1 year to 2 years ​ ​ — ​ 0.00 % ​ ​ — ​ 0.00 % Over 2 years to 3 years ​ ​ 20,000 ​ 3.94 % ​ ​ — ​ 0.00 % Over 3 years to 4 years ​ ​ 560 ​ 0.00 % ​ ​ — ​ 0.00 % Over 4 years to 5 years ​ ​ — ​ 0.00 % ​ ​ 560 ​ 0.00 % Over 5 years ​ ​ 275 ​ 0.00 % ​ ​ 275 ​ 0.00 % ​ ​ $ 120,835 ​ 4.70 % ​ $ 283,338 ​ 5.53 % ​ The Company also has a line of credit from the FHLB Ideal Way in the amount of $ 6.1 million at December 31, 2024 and 2023. The Company had no borrowings outstanding under this line of credit at December 31, 2024 or 2023. Interest expense on FHLB borrowings approximated $ 4.4 million, $ 14.1 million and $ 2.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Federal Reserve Bank – The Company has a line of credit agreement with the FRB of Boston for usage of the discount window. The terms of the agreement call for the pledging of certain assets for any and all obligations of the Company under the agreement (see Note 2). At December 31, 2024 and 2023, there were no borrowings outstanding under this agreement. During the year ended December 31, 2024, the Company received approval from the FRB under its BIC program, which allowed the Company to pledge $ 849.5 million commercial real estate and multi-family loans to the FRB, which provides the Company with additional borrowing capacity of $ 451.0 million. ​ Note 8 – Employee Benefits ​ 401(k) Plan – The Company has an employee tax deferred incentive plan (the “401(k) plan”) under which the Company makes voluntary contributions within certain limitations. All employees who meet specified age and length of service requirements are eligible to participate in the 401(k) plan. The amount contributed by the Company is included in salaries and employee benefits expense on the consolidated statements of income. The amounts contributed by the Company to the 401(k) plan for the years ended December 31, 2024, 2023 and 2022 were $ 2.6 million, $ 2.0 million and $ 1.9 million, respectively. ​ Employee Pension Plan – The Company provided pension benefits through a defined benefit plan maintained with the Co-operative Banks Employees Retirement Association (“CBERA”) (the “Plan”). The Plan was a multi-employer plan whereby the contributions by each bank are not restricted to provide benefits to the employees of the contributing bank; therefore, the Company is not required to recognize the funded status of the plan on its consolidated balance sheet and need only accrue for any quarterly contributions due and payable on demand, or any withdrawal liabilities assessed by CBERA if the Company intended to withdraw from the Plan. 114 Table of Contents Future benefits under the Plan were frozen as of December 31, 2023 and the Company withdrew from the defined benefit plan maintained with CBERA. The Plan was terminated during the year ended December 31, 2024 and was fully liquidated in January 2025. ​ During the year ended December 31, 2024, an expense of $ 390,000 was recorded to reflect an increase in the liability related to the withdrawal from the Plan. The increase was primarily driven by final computations for estimated payouts to participants. The Company withdrew from the Plan in the second quarter of 2024. As part of the final Plan liquidation during the first quarter of 2025, the Company contributed an additional $ 1.1 million to the Plan. ​ Officers’ Deferred Compensation Plan – During 2014, the Company put into place an unfunded, defined contribution, Non-qualified Deferred Compensation Plan (“Officers’ Deferred Comp Plan”) for select employees of the Company. The Officers’ Deferred Comp Plan was provided to key management of the Company and results in 5 % - 20 % of the employee’s then current base salary being credited to the participant’s account annually, subject to increases based upon increases in annual base compensation and the possibility of additional discretionary contributions. The employees vest at varying dates in accordance with each individual’s deferred compensation participation agreement; however, all key officers will be fully vested upon the attainment of age 65. The obligations under these plans are included in accrued retirement liabilities in the Company’s consolidated balance sheets and approximated $ 2.6 million and $ 2.4 million at December 31, 2024 and 2023, respectively. The expense under the Officers’ Deferred Comp Plan (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 300,000 , $ 349,000 and $ 335,000 for the years ended December 31, 2024, 2023 and 2022, respectively. ​ Deferred Compensation Plan – In January 2022, the Company put into place an unfunded Non-qualified Deferred Compensation Plan (“Deferred Comp Plan”) for select employees of the Company. The Deferred Comp Plan was provided to key management of the Company and allows for the employees to defer amounts from their salary, bonus, or Long-Term Incentive Plan (“LTIP”) into the Deferred Comp Plan to be paid out at a future date. Amounts deferred under the Deferred Comp Plan increase in value based upon the growth of the Bank’s tangible capital, with the Compensation Committee holding discretionary authority. The obligations under the Deferred Comp Plan are included in accrued retirement liabilities on the Company’s consolidated balance sheets and approximated $ 878,000 and $ 279,000 at December 31, 2024 and 2023, respectively. The Company recognized income due to forfeitures under the Deferred Comp Plan (recorded in salaries and employee benefits in the consolidated statements of income) of $ 360,000 during the year ended December 31, 2024. Expense under the Deferred Comp Plan (recorded in salaries and employee benefits in the consolidated statements of income) was $ 6,000 and $ 1,000 for the years ended December 31, 2023 and 2022, respectively. ​ LTIP – In January 2020, the Company put into place an LTIP for certain members of its management team where benefits are awarded annually on a discretionary basis and cliff vest after three years . Under the LTIP, individuals are granted “phantom shares” and benefits are accrued based upon the projected growth of the Bank’s tangible capital. The obligations under this plan are included in accrued retirement liabilities on the Company’s consolidated balance sheets and approximated $ 14.6 million and $ 11.1 million as of December 31, 2024 and 2023, respectively. The expense under this plan (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 6.1 million, $ 7.8 million and $ 3.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. ​ Director Pension Plan – The Company maintains a director defined benefit pension plan which covers members of the board of directors who were in service prior to 2023, upon meeting specific qualifications. Pension expense under this plan is charged to current operations and consists of several components of net periodic pension cost based on various actuarial assumptions regarding future experience under the plans. The Company recognizes the over-funded or under-funded status of a defined benefit plan as an asset or liability in its balance sheet and it recognizes changes in the funded status of the plan in the year in which the changes occur. The funded status of a plan is measured as the difference between the fair value of plan assets and the “projected benefit obligation” (“PBO”) at the consolidated financial statement date. The unrecognized prior service costs, net actuarial gains and accounting transition obligation are reflected as OCI. The changes in the plan’s funded status are recognized as charges or credits to OCI to the extent that they are not required to be recognized as components of “net periodic pension cost” in net income (see Notes 8 and 14). Effective December 31, 2024, the director pension plan was frozen and participants no longer accrue additional retirement benefits. ​ ​ 115 Table of Contents A comparison of the actuarial estimates of the benefit obligations to the recorded obligations are as follows as of the measurement date, December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ (in thousands) Projected benefit obligations ​ $ ( 5,725 ) ​ $ ( 5,744 ) ​ $ ( 4,998 ) Plan assets at fair value ​ ​ - ​ ​ - ​ ​ - Funded status ​ $ ( 5,725 ) ​ $ ( 5,744 ) ​ $ ( 4,998 ) ​ Amounts recognized on the consolidated balance sheet as of December 31 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ (in thousands) Accrued retirement liabilities ​ $ ( 4,642 ) ​ $ ( 4,398 ) ​ $ ( 3,757 ) Accumulated other comprehensive loss in equity, before taxes ​ ​ ( 1,083 ) ​ ​ ( 1,346 ) ​ ​ ( 1,241 ) Net amount recognized ​ $ ( 5,725 ) ​ $ ( 5,744 ) ​ $ ( 4,998 ) ​ Amounts included in AOCI that have not yet been recognized as components of net periodic pension cost as of December 31 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ (in thousands) Unrecognized net actuarial losses ​ $ ( 883 ) ​ $ ( 1,088 ) ​ $ ( 926 ) Unrecognized prior service costs ​ ​ ( 200 ) ​ ​ ( 258 ) ​ ​ ( 315 ) Unrecognized losses included in AOCI ​ $ ( 1,083 ) ​ $ ( 1,346 ) ​ $ ( 1,241 ) ​ The weighted average actuarial assumptions used to determine the director pension plan projected benefit obligations and net periodic pension cost are as follows as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ 2023 ​ ​ 2022 Pre-retirement discount rate for net periodic pension cost ​ ​ 4.81 % ​ ​ 5.03 % ​ ​ 2.35 % Pre-retirement discount rate for projected benefit obligation ​ ​ 5.31 % ​ ​ 4.81 % ​ ​ 5.03 % Post-retirement discount rate for projected benefit obligation ​ ​ 5.31 % ​ ​ 4.81 % ​ ​ 5.03 % Rate of compensation increase ​ ​ 0.00 % ​ ​ 0.00 % ​ ​ 0.00 % ​ The following schedule reflects the net periodic pension cost, contributions received, and benefits paid for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ (in thousands) Benefit obligation at beginning of the year ​ $ 5,744 ​ $ 4,998 ​ $ 4,549 Service cost ​ ​ 316 ​ ​ 260 ​ ​ 232 Interest cost ​ ​ 264 ​ ​ 261 ​ ​ 114 Plan amendments ​ ​ - ​ ​ 430 ​ ​ 372 Actuarial (gain) loss ​ ​ ( 119 ) ​ ​ 244 ​ ​ ( 30 ) Benefits paid ​ ​ ( 480 ) ​ ​ ( 449 ) ​ ​ ( 239 ) Benefit obligation at end of the year ​ $ 5,725 ​ $ 5,744 ​ $ 4,998 ​ ​ 116 Table of Contents The components of projected net periodic pension cost for the years ended December 31 are as follows (amortization amounts will be recorded via charges or credits to OCI): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ (in thousands) Service cost ​ $ 316 $ 260 $ 232 Interest cost ​ ​ 264 ​ ​ 261 ​ ​ 114 Amortization of prior service costs ​ ​ 86 ​ ​ 81 ​ ​ 85 Amortization of net actuarial losses ​ ​ 57 ​ ​ 487 ​ ​ 57 Net periodic pension cost ​ $ 723 ​ $ 1,089 ​ $ 488 Employer contribution ​ $ 480 ​ $ 449 ​ $ 239 Benefits paid ​ $ 480 ​ $ 449 ​ $ 239 ​ The Company records an estimate of net periodic pension cost for the director pension plan to accrued retirement liabilities on the consolidated balance sheet on a monthly basis. Equity adjustments, to AOCI, in conjunction with the pension plan are recorded by the Company annually upon receipt of the independent actuarial report. ​ The following estimated pension benefit payments, which reflect expected future service as appropriate, are expected to be paid over the next ten years (in thousands): ​ ​ ​ ​ ​ Estimated benefit payments ​ ​ ​ 2025 ​ $ 526 2026 ​ ​ 547 2027 ​ ​ 528 2028 ​ ​ 563 2029 ​ ​ 758 2030 and thereafter ​ ​ 3,585 ​ ​ $ 6,507 ​ Employee Stock Ownership Plan (“ESOP”) – As part of the Initial Public Offering ("IPO") completed on December 27, 2023, the Bank established a tax-qualified ESOP to provide eligible employees the opportunity to own Company shares. The ESOP borrowed $ 47.2 million from the Company to purchase 3,416,458 common shares on the open market. The loan is payable in annual installments over 20 years at an interest rate of 8.50 %. As the loan is repaid to the Company, shares are released and allocated proportionally to eligible participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. The unallocated ESOP shares are pledged as collateral on the loan. ​ The Company accounts for its ESOP in accordance with FASB ASC 718-40, Compensation – Stock Compensation . Under this guidance, unreleased shares are deducted from shareholders’ equity as unearned ESOP shares on the accompanying consolidated balance sheets. ​ The Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they are committed to be released. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the difference will be credited or debited to shareholders' equity. As the loan is internally leveraged, the loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP shown as a liability on the Company’s consolidated balance sheets. ​ Total compensation expense recognized in connection with the ESOP was $ 2.8 million for the year ended December 31, 2024. The Company did not recognize any compensation expense related to the ESOP for the years ended December 31, 2023 and 2022. ​ 117 Table of Contents The following table presents share information held by the ESOP: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ 2024 ​ 2023 ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ Allocated shares ​ ​ — ​ ​ — Shares committed to be released ​ ​ 170,823 ​ ​ — Unallocated shares ​ ​ 3,245,635 ​ ​ 1,000,000 Total shares ​ ​ 3,416,458 ​ ​ 1,000,000 Fair value of unallocated shares ​ $ 58,616 ​ $ 13,400 ​ ​ Note 9 – Income Taxes The components of income tax expense for the years ended December 31 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ (in thousands) Current tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 21,694 ​ $ 5,216 ​ $ 3,625 State ​ ​ 5,030 ​ ​ 4,523 ​ ​ 3,951 ​ ​ ​ 26,724 ​ ​ 9,739 ​ ​ 7,576 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax credits ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ ( 9,768 ) ​ ​ ( 5,704 ) ​ ​ ( 458 ) State ​ ​ ( 487 ) ​ ​ ( 2,016 ) ​ ​ ( 795 ) ​ ​ ​ ( 10,255 ) ​ ​ ( 7,720 ) ​ ​ ( 1,253 ) Total income tax expense ​ $ 16,469 ​ $ 2,019 ​ $ 6,323 ​ The Company’s effective tax rate differs from that computed at the statutory federal income tax rate for the years ended December 31 as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Statutory federal tax rate ​ ​ 21.0 % ​ ​ 21.0 % ​ ​ 21.0 % Increase (decrease) resulting from: ​ ​ ​ ​ ​ ​ ​ ​ ​ State taxes, net of federal tax benefit ​ ​ 6.2 % ​ ​ 6.8 % ​ ​ 6.9 % Tax exempt income ​ ​ 0.0 % ​ ​ ( 0.7 )% ​ ​ ( 0.9 )% Disallowed compensation under 162(m) ​ ​ 0.9 % ​ ​ 31.1 % ​ ​ 0.0 % Federal solar tax credits ​ ​ ( 29.7 )% ​ ​ ( 39.8 )% ​ ​ ( 10.1 )% Partnership (income) amortization ​ ​ 28.1 % ​ ​ 0.0 % ​ ​ 0.0 % Income from bank-owned life insurance ​ ​ ( 0.8 )% ​ ​ ( 3.6 )% ​ ​ ( 0.9 )% BOLI surrender tax and managed endowment contract penalty ​ ​ 2.3 % ​ ​ 0.0 % ​ ​ 0.0 % Bargain purchase gain ​ ​ 0.0 % ​ ​ 0.0 % ​ ​ ( 0.9 )% Other, net ​ ​ 0.1 % ​ ​ 2.2 % ​ ​ 2.3 % Effective tax rate ​ ​ 28.1 % ​ ​ 17.0 % ​ ​ 17.4 % ​ ​ During the year ended December 31, 2024, the Company recognized $ 17.3 million in investment tax credits and $ 18.5 million in proportional amortization expense of its carrying basis in non-public investments, both of which are included in income tax expense in the consolidated statements of income. During the years ended December 31, 2023 and 2022, the Company recognized $ 5.1 million and $ 3.8 million in investment tax credits, respectively and no proportional amortization expense of its carrying basis in non-public investments. ​ ​ 118 Table of Contents The Company’s deferred income tax assets and liabilities at December 31 consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ (in thousands) Deferred income tax assets: ​ ​ ​ ​ ​ ​ Allowance for credit loss on loans ​ $ 10,891 ​ $ 9,058 Reserve for off balance sheet commitments ​ ​ 900 ​ ​ 1,691 Loan impairment charges ​ ​ 464 ​ ​ 478 Director retirement plans ​ ​ 1,305 ​ ​ 1,236 Deferred compensation ​ ​ 3,204 ​ ​ 1,760 Unrealized loss on securities available for sale ​ ​ 2,567 ​ ​ 3,876 Unrecognized pension cost on director pension plan ​ ​ 304 ​ ​ 377 Non-accrual interest on loans ​ ​ 291 ​ ​ 205 ESOP ​ ​ 356 ​ ​ — Charitable contributions ​ ​ 3,797 ​ ​ 5,363 Tax Credits ​ ​ 8,897 ​ ​ — Other ​ ​ 52 ​ ​ 55 Gross deferred income tax assets ​ ​ 33,028 ​ ​ 24,099 ​ ​ ​ ​ ​ ​ ​ Deferred income tax liabilities: ​ ​ ​ ​ ​ ​ Mortgage servicing rights ​ ​ ( 583 ) ​ ​ ( 576 ) Depreciation ​ ​ ( 1,839 ) ​ ​ ( 1,752 ) Unrealized gain on cash flow hedge ​ ​ — ​ ​ — Solar tax credit investment ​ ​ — ​ ​ ( 2,300 ) Bargain purchase gain ​ ​ ( 307 ) ​ ​ ( 345 ) Gross deferred income tax liabilities ​ ​ ( 2,729 ) ​ ​ ( 4,973 ) ​ ​ ​ ​ ​ ​ ​ Net deferred income tax asset ​ $ 30,299 ​ $ 19,126 ​ Based on the Company’s projected pretax earnings, management believes it is more likely than not that the Company will realize the gross deferred tax assets existing as of December 31, 2024. Therefore, no valuation allowance has been provided. The primary sources of recovery of the gross federal and state deferred tax assets is the expectation that the existing net deductible temporary differences will reverse during periods in which the Company generates net taxable income. There can be no assurance, however, that the Company will generate any earnings or any specific level of continuing earnings. It should be noted, however, that factors beyond management’s control, such as the general state of the economy and real estate values, can affect future levels of taxable income, and that no assurance can be given that sufficient taxable income will be generated to fully absorb gross deductible temporary differences. ​ In the past, the Internal Revenue Code provisions permitted co-operative banks a special bad debt deduction, irrespective of the amounts provided for financial reporting purposes. As a result, the Company's total pre-1988 bad debt reserve for federal income tax purposes approximates $ 13,806,000 as of December 31, 2024, for which no deferred income tax liabilities have been recognized. Reduction of this amount for purposes other than to absorb bad debt losses would be subject to income taxes. ​ The Company has not identified any uncertain tax positions requiring accrual or disclosure as of December 31, 2024 and 2023. The Company’s income tax returns are subject to review and examination by federal and state taxing authorities; however, there are currently no examinations for any tax periods in progress. Management of the Company believes it is no longer subject to examination for tax years prior to 2021. 119 Table of Contents Note 10 – Regulatory Capital Requirements ​ The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. ​ Effective January 1, 2020, the federal banking agencies published a final rule on a Community Bank Leverage Ratio (“CBLR”) Framework that provides a simplified measure of capital adequacy for qualified community banking organizations. Management had determined that the Company met the standards to qualify under the CBLR framework and opted into this framework for FDIC call reporting purposes during 2020. Under the CBLR framework, a bank that maintains a CBLR of 9% (defined as Tier 1 capital divided by total average assets) is considered to have satisfied its capital requirements, determined to be well-capitalized, and will no longer be required to calculate risk-based capital ratios. As of December 31, 2023 the Bank met the minimum requirement with a CBLR of 12.5 %. As of December 31, 2024, the Company no longer meets the requirement for the CBLR framework due to its unfunded loan commitments being over 25.00% of its capital for more than two consecutive quarters. As a result, the Company operated under the risk-based framework for the year ended December 31, 2024. Under this framework, quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of Total Capital, Tier 1 Capital and Common Equity Tier 1 Capital to Risk-Weighted Assets, and Tier 1 Capital to Total Average Assets (as defined in the regulations). Management believes, as of December 31, 2024, that the Company and the Bank meet all capital adequacy requirements to which each is subject. ​ As of December 31, 2024, the Company and the Bank were categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events that management believes have changed the Company’s or the Bank’s category. ​ The Bank’s actual capital amounts and ratios are presented in the table as of the date indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ To be well capitalized ​ ​ ​ ​ ​ ​ ​ ​ For minimum capital ​ ​ under prompt corrective ​ ​ ​ Actual ​ ​ adequacy purposes ​ ​ action provisions ​ Amount Ratio Amount Ratio Amount Ratio December 31, 2024 ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Capital ​ $ 656,103 ​ 14.1 % ​ $ 372,083 ​ 8.0 % ​ $ 465,104 ​ 10.0 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital ​ ​ 614,156 ​ 13.2 % ​ ​ 279,063 ​ 6.0 % ​ ​ 372,083 ​ 8.0 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Equity Tier I Capital ​ ​ 614,156 ​ 13.2 % ​ ​ 209,297 ​ 4.5 % ​ ​ 302,318 ​ 6.5 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital ​ ​ 614,156 ​ 12.5 % ​ ​ 196,435 ​ 4.0 % ​ ​ 245,544 ​ 5.0 % (to Total Average Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 120 Table of Contents The Company’s actual consolidated capital amounts and ratios are presented in the table as of the date indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ To be well capitalized ​ ​ ​ ​ ​ ​ ​ ​ For minimum capital ​ ​ under prompt corrective ​ ​ ​ Actual ​ ​ adequacy purposes ​ ​ action provisions ​ Amount Ratio Amount Ratio Amount Ratio December 31, 2024 ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Capital ​ $ 814,505 ​ 17.4 % ​ $ 374,650 ​ 8.0 % ​ $ 468,313 ​ 10.0 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital ​ ​ 772,558 ​ 16.5 % ​ ​ 280,988 ​ 6.0 % ​ ​ 374,650 ​ 8.0 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Equity Tier I Capital ​ ​ 772,558 ​ 16.5 % ​ ​ 210,741 ​ 4.5 % ​ ​ 304,403 ​ 6.5 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital ​ ​ 772,558 ​ 15.3 % ​ ​ 202,436 ​ 4.0 % ​ ​ 253,045 ​ 5.0 % (to Total Average Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note 11 – Financial Instruments with Off-Balance Sheet Risk and Concentrations of Credit Risk Off-Balance Sheet Risk – The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to originate loans, to disburse funds to borrowers on unused construction and land development loans, and to disburse funds on committed but unused lines of credit. These financial agreements involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. Commitments to originate loans and disburse additional funds to borrowers on lines of credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The commitments to originate loans and lines of credit may expire without being funded or drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. As of December 31, 2024 and 2023, the maximum potential amount of the Company’s obligation was $ 6.0 million and $ 7.5 million, respectively, for standby letters of credit. The Company’s outstanding standby letters of credit generally have a term of less than one year. If a standby letter of credit is drawn upon, the Company may seek recourse through the customer’s underlying standby line of credit. If the customer’s standby line of credit is also in default, the Company may take possession of the collateral, if any, securing the standby line of credit. ​ Financial instruments whose contract amounts represent off-balance sheet credit risk and are not reflected in the Company’s consolidated balance sheets consist of the following at the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ (in thousands) Commitments to originate loans ​ $ 34,050 ​ $ 79,191 Unadvanced funds on lines of credit ​ ​ 495,796 ​ ​ 490,847 Unadvanced funds on construction loans ​ ​ 416,450 ​ ​ 542,893 Letters of credit ​ ​ 6,043 ​ ​ 7,471 ​ ​ $ 952,339 ​ $ 1,120,402 ​ 121 Table of Contents Concentrations of Credit Risk – The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, available-for-sale investment securities, loans receivable, BOLI, borrowings, deposits and derivative financial instruments. Cash and Cash Equivalents – The Company’s cash and due from bank accounts are maintained in high credit quality financial institutions. At times, such amounts on deposit at any one financial institution may be in excess of the FDIC insurance limits. As of December 31, 2024 and 2023, based on bank balances, the Company has deposits of $1.2 million and $842,000 in excess of federal-insured limits, respectively. As of December 31, 2024 and 2023, the Company has approximately $ 152.7 million and $ 182.1 million of uninsured investments in Federal Funds sold, which are obligations of the Federal Reserve, respectively. AFS Securities – The Company’s AFS securities as of December 31, 2024 consist entirely of debt securities, primarily U.S. Treasury Securities, Corporate Bonds, Municipal Obligations, Agency Mortgage-Backed Obligations and SBA securities. A full summary of the Company’s AFS securities, of approximately $ 228.2 million and $ 189.5 million as of December 31, 2024 and 2023, respectively, is presented in Note 2 to these consolidated financial statements. Loans Receivable – The Company’s most significant group of assets is its loan portfolio of $ 4.29 billion, which represents approximately 83.3 % of total assets. The majority of the Company’s loans, 65.4 %, are considered commercial loans, with 24 loans comprising 31.1 % of the total loan portfolio, and 28.9 % are considered residential real estate loans granted to customers, the majority of which are in the metro-west area of Boston. Most customers are also depositors of the Bank. Of the unused commitments to extend credit as of December 31, 2024, 33.0 % is attributable to relationships with 15 borrowers. The concentrations of credit by type of loan are set forth in Note 3 to these consolidated financial statements. BOLI – The cash surrender values of BOLI policies approximate $ 102.8 million and $ 50.5 million as of December 31, 2024 and 2023, and relates to policies maintained with four reputable and sound life insurance companies. Deposits – As of December 31, 2024 and 2023, total deposits related to the cannabis industry are $ 395.2 million and $ 317.4 million, or 9.5 % and 9.4 %, of total deposits, respectively. Borrowings – As of December 31, 2024 and 2023, all of the Company’s borrowings, approximating $ 120.8 million and $ 283.3 million, which is 2.8 % and 3.2 % of total liabilities, respectively, are from the FHLB. Derivative Financial Instruments – The Company’s derivative contracts, including collateral deposits, are held with several financial institution counterparties. The credit risk of the counterparties is reviewed quarterly to ensure liquidity and capital levels are appropriate to not present increased counterparty risk. ​ Note 12 – Fair Value Measurements The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company records fair value adjustments to certain assets and liabilities and determines fair value disclosures utilizing a definition of the fair value of assets and liabilities that states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is best determined using quoted market prices, however additional considerations are involved to determine the fair value of financial assets in markets that are not active. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available to management. FASB ASC 820, “Fair Value Measurement and Disclosures Topic,” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. 122 Table of Contents ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, and gives the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 – Observable inputs such as quoted prices in active markets. Level 2 – Observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market data and are significant to the fair value measurement of the assets or liabilities. Level 3 inputs include fair value measurements that use pricing models, discounted cash flow methodologies, or similar techniques, as well as significant management judgment or estimation. The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements. AFS securities – Where quoted prices are available in an active market, AFS securities are classified within Level 1 of the valuation hierarchy. Level 1 AFS securities would include highly-liquid government bonds (such as US Treasuries), mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 AFS securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, AFS securities are classified within Level 3 of the valuation hierarchy. FHLB and FRB stock – The carrying value of restricted FRB and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following table. Derivative arrangements – The fair values of derivative arrangements are estimated by the Company using a third-party derivative valuation expert who relies on Level 2 inputs, namely interest cash flow models to determine a fair value by calculating a settlement termination value with the counterparty. ​ 123 Table of Contents Assets measured and reported at estimated fair value on a recurring basis are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Level 1 ​ Level 2 ​ Level 3 ​ Fair Value Assets: ​ (in thousands) Available-for-sale securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 69,084 ​ $ — ​ $ — ​ $ 69,084 U.S. Government agencies ​ ​ — ​ ​ 9,007 ​ ​ — ​ ​ 9,007 Agency mortgage-backed securities ​ ​ — ​ ​ 39,184 ​ ​ — ​ ​ 39,184 Agency collateralized mortgage obligations ​ ​ — ​ ​ 10,833 ​ ​ — ​ ​ 10,833 Corporate bonds ​ ​ — ​ ​ 75,147 ​ ​ 8,898 ​ ​ 84,045 Municipal obligations ​ ​ — ​ ​ 9,806 ​ ​ — ​ ​ 9,806 SBA securities ​ ​ — ​ ​ 6,246 ​ ​ ​ ​ ​ 6,246 Total available-for-sale securities ​ $ 69,084 ​ $ 150,223 ​ $ 8,898 ​ $ 228,205 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ — ​ $ 27,174 ​ $ — ​ $ 27,174 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 27,177 ​ $ — ​ $ 27,177 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Level 1 ​ Level 2 ​ Level 3 ​ Fair Value Assets: ​ (in thousands) Available-for-sale securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 64,352 ​ $ — ​ $ — ​ $ 64,352 Agency mortgage-backed securities ​ ​ — ​ ​ 11,430 ​ ​ — ​ ​ 11,430 Agency collateralized mortgage obligations ​ ​ — ​ ​ 2,418 ​ ​ — ​ ​ 2,418 Corporate bonds ​ ​ — ​ ​ 82,367 ​ ​ 9,868 ​ ​ 92,235 Municipal obligations ​ ​ — ​ ​ 19,030 ​ ​ — ​ ​ 19,030 Total available-for-sale securities ​ $ 64,352 ​ $ 115,245 ​ $ 9,868 ​ $ 189,465 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ — ​ $ 27,769 ​ $ — ​ $ 27,769 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 27,786 ​ $ — ​ $ 27,786 ​ During the year ended December 31, 2024, the Company purchased one Level 3 bank holding company subordinated debenture for $ 1.0 million. There were no purchases of Level 3 assets during the year ended December 31, 2023. During the year ended December 31, 2024, the Company transferred one Level 3 bank holding company subordinated debenture to Level 2 approximating $ 2.0 million as it is valued by quoted prices in markets that are not active. There were no sales or transfers of Level 3 assets during the year ended December 31, 2023. Other than the purchase and transfer noted above, the changes in Level 3 subordinated debentures during the years ended December 31, 2024 and 2023 are attributable to total net gains (losses) included in OCI. The Company may also be required from time to time to measure certain other assets on a non-recurring basis in accordance with U.S. GAAP. Any adjustments to fair value usually result in write-downs of individual assets. Collateral-Dependent Loans – Collateral-dependent loans with specific reserves are carried at fair value, which equals the estimated market value of the collateral less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. A loan may have multiple types of collateral; however, the majority of the Company’s loan collateral is real estate. The value of real estate collateral is generally determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral value is significantly adjusted due to differences in the comparable properties or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant or the net book value on the applicable borrower’s financial statements if not considered significant. 124 Table of Contents Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for credit losses on the consolidated statements of income. Mortgage Servicing Rights – Mortgage servicing rights do not trade in an active market with readily observable market data. As a result, the Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The assumptions used in the discounted cash flow model are those that market participants would use in estimating future net servicing income. Assumptions in the valuation of mortgage servicing rights may include estimated loan repayment rates, the discount rate, servicing costs, and the timing of cash flows, among other factors. The Company measures the fair value of mortgage servicing rights accounted for using the amortization method as nonrecurring Level 3. The Company had no liabilities measured at fair value on a non-recurring basis. The following table summarizes assets measured at fair value on a non-recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ (in thousands) ​ Level 1 Level 2 Level 3 Fair Value Collateral-dependent loans ​ $ — ​ $ — ​ $ 10,951 ​ $ 10,951 Mortgage servicing rights ​ $ — ​ $ — ​ $ 2,694 ​ $ 2,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ (in thousands) ​ Level 1 Level 2 Level 3 Fair Value Collateral-dependent loans ​ $ — ​ $ — ​ $ 4,432 ​ $ 4,432 Mortgage servicing rights ​ $ — ​ $ — ​ $ 2,640 ​ $ 2,640 ​ For Level 3 assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2024 and 2023, the significant unobservable inputs used in the fair value measurements were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Valuation ​ Observable ​ Unobservable ​ ​ Technique ​ Inputs ​ Inputs Collateral-dependent (previously known as impaired loans) Appraisal Value/ Comparison Sales Appraisals and/or sales of comparable properties Appraisals discounted 5 to 20 % for sales commission, market factors and other holding costs ​ ​ ​ ​ ​ ​ ​ Mortgage servicing rights Discounted Cash Flows Comparable sales Weighted average discount rate – 12 % Constant prepayment rate – 7 % ​ Fair Value of Financial Instruments – The following table includes the estimated fair value of the Company’s financial assets and liabilities. The methodologies for estimating the fair value of financial assets and liabilities measured on a recurring and nonrecurring basis are discussed above. The methodologies for estimating the fair value for other financial assets and liabilities are discussed below. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data in order to develop the estimates of fair value. Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation techniques may have a material effect on the estimated fair value amounts at December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ 125 Table of Contents The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Carrying ​ Fair ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ Value ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ (In thousands) Financial Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 363,855 ​ $ 363,855 ​ $ 363,855 ​ $ — ​ $ — Loans receivable, net ​ ​ 4,294,408 ​ ​ 4,196,079 ​ ​ — ​ ​ — ​ ​ 4,196,079 Accrued interest receivable ​ ​ 19,685 ​ ​ 19,685 ​ ​ 19,685 ​ ​ — ​ ​ — FHLB stock ​ ​ 6,728 ​ ​ 6,728 ​ ​ — ​ ​ 6,728 ​ ​ — FRB stock ​ ​ 12,142 ​ ​ 12,142 ​ ​ — ​ ​ 12,142 ​ ​ — Other non-public investments ​ ​ 5,494 ​ ​ 5,494 ​ ​ — ​ ​ — ​ ​ 5,494 BOLI ​ ​ 102,785 ​ ​ 102,785 ​ ​ — ​ ​ 102,785 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits, other than time deposits ​ $ 2,214,372 ​ $ 2,214,372 ​ $ 2,214,372 ​ $ — ​ $ — Time deposits ​ ​ 1,963,280 ​ ​ 1,964,801 ​ ​ — ​ ​ 1,964,801 ​ ​ — FHLB Borrowings ​ ​ 120,835 ​ ​ 120,778 ​ ​ — ​ ​ 120,778 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Carrying ​ Fair ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ Value ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ (In thousands) Financial Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 272,591 ​ $ 272,591 ​ $ 272,591 ​ $ — ​ $ — Loans receivable, net ​ ​ 3,857,057 ​ ​ 3,732,361 ​ ​ — ​ ​ — ​ ​ 3,732,361 Accrued interest receivable ​ ​ 17,284 ​ ​ 17,284 ​ ​ 17,284 ​ ​ — ​ ​ — FHLB stock ​ ​ 14,558 ​ ​ 14,558 ​ ​ — ​ ​ 14,558 ​ ​ — FRB stock ​ ​ 10,323 ​ ​ 10,323 ​ ​ — ​ ​ 10,323 ​ ​ — Other non-public investments ​ ​ 13,852 ​ ​ 13,852 ​ ​ — ​ ​ — ​ ​ 13,852 BOLI ​ ​ 50,516 ​ ​ 50,516 ​ ​ — ​ ​ 50,516 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits, other than time deposits ​ $ 1,890,313 ​ $ 1,890,313 ​ $ 1,890,313 ​ $ — ​ $ — Time deposits ​ ​ 1,497,014 ​ ​ 1,495,008 ​ ​ — ​ ​ 1,495,008 ​ ​ — FHLB Borrowings ​ ​ 283,338 ​ ​ 283,172 ​ ​ — ​ ​ 283,172 ​ ​ — ​ Cash and cash equivalents – The carrying amount approximates fair value for these instruments. Loans receivable, net – The fair value of performing loans by loan type is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect observable market information incorporating the credit, liquidity, yield and other risks inherent in the loan. The estimate of maturity is based upon the Company’s historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of the current economic and lending conditions. Fair value for significant non-performing loans is generally based upon recent external appraisals, if collateral dependent. If appraisals are not available or the non-performing loan is not collateral dependent, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows and discounted rates are judgmentally determined using available market information and specific borrower information. Accrued interest receivable – The carrying amount approximates fair value for these instruments. FHLB and FRB Stock – The carrying amount approximates fair value for these instruments. 126 Table of Contents Non-public investments – Non-public investments are carried at original cost basis or accounted for using the equity method. This approximates fair value as there is no ready market for such investments. BOLI – BOLI is carried at net cash surrender value of the polices which approximates fair value since that is the approximate liquidation value of these assets. Deposits – The fair value of deposits with no stated maturity date, such as noninterest-bearing demand deposits, savings, NOW and money market accounts, approximates its the carrying value. The fair value of time deposits is based upon the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. FHLB borrowings – Fair value is estimated based on discounted cash flows using current market rates for borrowings with similar terms. ​ Note 13 – Derivatives and Hedging Activities Risk Management Objective of Using Derivatives – The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s assets and liabilities. Fair Value Hedges of Interest Rate Risk – The Company is exposed to changes in the fair value of certain of its pools of pre-payable fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swap agreements to manage its exposure to changes in the fair value of these instruments attributable to changes in the designated benchmark interest rate. Interest rate swap agreements designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income. The Company had previously entered into two “last of layer hedges” on a significant portion of its fixed rate residential loan pool. These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to remain at the end of the hedging relationship. During September 2021, the Company terminated these last of layer hedges by paying out $ 2.2 million to the respective third parties. These fees were capitalized into loans receivable and are being amortized against loan income over the contractual lives of the remaining designated residential loans. The unamortized amount of this cost basis adjustment is $ 906,000 and $ 1.0 million at December 31, 2024 and 2023, respectively. Non-designated Hedges – Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships, exclusive of credit valuation adjustments, are recorded directly in earnings. The Company executes interest rate swaps and cap agreements with commercial banking customers to facilitate its respective risk management strategies. Those interest rate swap and cap agreements are simultaneously hedged by offsetting interest rate swaps and caps that are executed with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. 127 Table of Contents As of December 31, 2024 and 2023, the Company had 67 and 52 interest rate swap agreements with an aggregate notional amount of $ 429.9 million and $ 338.6 million related to this program, respectively. Risk Participation Agreements (“RPAs”) –RPAs are guarantees issued by the Company to other parties for a fee, whereby the Company agrees to participate in the credit risk of a derivative customer of the other party. Under the terms of these agreements, the “participating bank” receives a fee from the “lead bank” in exchange for the guarantee of reimbursement if the customer defaults on an interest rate swap. The interest rate swap is transacted such that any and all exchanges of interest payments (favorable and unfavorable) are made between the lead bank and the customer. In the event that an early termination of the swap occurs, and the customer is unable to make a required close out payment, the participating bank assumes that obligation and is required to make this payment. RPAs where the Company acts as the lead bank are referred to as “participations-out,” in reference to the credit risk associated with the customer derivatives being transferred out of the Company. Participations-out generally occur concurrently with the sale of new customer derivatives. RPAs where the Company acts as the participating bank are referred to as “participations-in,” in reference to the credit risk associated with the counterparty’s derivatives being assumed by the Company. The Company’s maximum credit exposure is based on its proportionate share of the settlement amount of the referenced interest rate swap. Settlement amounts are generally calculated based on the fair value of the swap plus outstanding accrued interest receivable from the customer. As of December 31, 2024, the Company had 17 RPAs with an aggregate notional amount of $ 44.9 million related to this program compared to 16 RPAs with an aggregate notional amount of $ 44.5 million as of December 31, 2023. These RPAs all represent “participations-in” and generally have terms ranging from five to ten years . Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheet – The table below presents the fair value of the Company’s derivative financial instruments not designated as hedging instruments, as well as their classification on the consolidated balance sheets as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset ​ Liability ​ ​ Derivatives (1) ​ ​ Derivatives (2) December 31, 2024 ​ (in thousands) Derivatives not designated as hedging instruments: ​ ​ ​ ​ ​ ​ Interest rate products ​ $ 27,174 ​ $ 27,174 RPA credit contracts ​ ​ — ​ ​ 3 Total derivatives not designated as hedging instruments ​ $ 27,174 ​ $ 27,177 ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments: ​ ​ ​ ​ ​ ​ Interest rate products ​ $ 27,769 ​ $ 27,769 RPA credit contracts ​ ​ — ​ ​ 17 Total derivatives not designated as hedging instruments ​ $ 27,769 ​ $ 27,786 (1) Recorded in prepaid expenses and other assets on the consolidated balance sheets (2) Recorded in accrued expenses and other liabilities on the consolidated balance sheets ​ Swap contract fees, net of brokerage costs, recognized in earnings on the above noted interest rate products and RPA contracts approximated $ 1.6 million, $ 2.2 million and $ 1.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults (or is capable of being declared in default) on any of its indebtedness, then the Company could also be declared in default on its derivative obligations, and it could be required to terminate its derivative positions with the counterparty. The Company also has agreements with certain of its derivative counterparties that contain a provision whereby if the counterparty fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty. ​ 128 Table of Contents In order to mitigate counterparty default risk in conjunction with these interest rate products and RPAs, the Company was required to maintain collateral deposit accounts with the counterparties to these agreements in amounts of $ 9.1 million at December 31, 2024 and 2023. ​ Note 14 – Other Comprehensive Income (Loss) U.S. GAAP generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the shareholders' equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss). ​ The components of other comprehensive income (loss) and related tax effects are as follows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2024 December 31, 2023 December 31, 2022 ​ ​ (In thousands) ​ ​ Pre-Tax ​ Tax (Expense) ​ After-Tax ​ Pre-Tax ​ Tax (Expense) ​ After-Tax ​ Pre-Tax ​ Tax (Expense) ​ After-Tax ​ ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of available-for-sale securities ​ $ 6,717 ​ $ ( 1,834 ) ​ $ 4,883 ​ $ 3,740 ​ $ ( 929 ) ​ $ 2,811 ​ $ ( 17,657 ) ​ $ 4,557 ​ $ ( 13,100 ) Less: Reclassification adjustment for realized gains (losses) in net income ​ ​ ( 1,867 ) ​ ​ 525 ​ ​ ( 1,342 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net change in fair value of available-for-sale securities ​ ​ 4,850 ​ ​ ( 1,309 ) ​ ​ 3,541 ​ ​ 3,740 ​ ​ ( 929 ) ​ ​ 2,811 ​ ​ ( 17,657 ) ​ ​ 4,557 ​ ​ ( 13,100 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in unrecognized pension losses from director pension plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net actuarial gains (losses) arising during the year ​ ​ 119 ​ ​ ( 33 ) ​ ​ 86 ​ ​ ( 244 ) ​ ​ 69 ​ ​ ( 175 ) ​ ​ 30 ​ ​ ( 8 ) ​ ​ 22 New prior service costs related to plan amendments ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 430 ) ​ ​ 123 ​ ​ ( 307 ) ​ ​ ( 372 ) ​ ​ 104 ​ ​ ( 268 ) Less: Reclassification adjustments into net periodic pension cost: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of prior service costs ​ ​ 57 ​ ​ ( 16 ) ​ ​ 41 ​ ​ 487 ​ ​ ( 139 ) ​ ​ 348 ​ ​ 57 ​ ​ ( 16 ) ​ ​ 41 Amortization of net actuarial losses ​ ​ 86 ​ ​ ( 24 ) ​ ​ 62 ​ ​ 81 ​ ​ ( 23 ) ​ ​ 58 ​ ​ 85 ​ ​ ( 24 ) ​ ​ 61 Net change in other comprehensive income for director pension plan ​ ​ 262 ​ ​ ( 73 ) ​ ​ 189 ​ ​ ( 106 ) ​ ​ 30 ​ ​ ( 76 ) ​ ​ ( 200 ) ​ ​ 56 ​ ​ ( 144 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of cash flow hedge ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 321 ) ​ ​ 90 ​ ​ ( 231 ) ​ ​ 1,548 ​ ​ ( 433 ) ​ ​ 1,115 Net change in fair value of cash flow hedge, net of tax ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 321 ) ​ ​ 90 ​ ​ ( 231 ) ​ ​ 1,548 ​ ​ ( 433 ) ​ ​ 1,115 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive income (loss) ​ $ 5,112 ​ $ ( 1,382 ) ​ $ 3,730 ​ $ 3,313 ​ $ ( 809 ) ​ $ 2,504 ​ $ ( 16,309 ) ​ $ 4,180 ​ $ ( 12,129 ) ​ The following table presents the components of accumulated other comprehensive loss as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net unrealized holding losses on available-for-sale securities, net of tax ​ $ ( 7,387 ) ​ $ ( 10,928 ) ​ $ ( 13,739 ) Net unrealized losses cash flow hedge, net of tax ​ ​ — ​ ​ — ​ ​ 231 Unrecognized director pension plan benefits, net of tax ​ ​ ( 780 ) ​ ​ ( 969 ) ​ ​ ( 893 ) Total accumulated other comprehensive loss ​ $ ( 8,167 ) ​ $ ( 11,897 ) ​ $ ( 14,401 ) ​ ​ ​ ​ Note 15 – Transactions with Officers and Directors ​ The Company has, and expects to have in the future, related party transactions in the ordinary course of business. The transactions include, but are not limited to, lending activities and deposit services with directors and executive officers of the Company and their affiliates. Based on the Company’s assessment, such transactions are consistent with prudent banking practices and are within applicable banking regulations. During the years ended December 31, 2024 and 2023, no such transactions involved amounts in excess of 5% of the Company’s total shareholders’ equity. ​ Note 16 – Earnings Per Share (“EPS”) ​ Basic EPS represents net income available to common shareholders divided by the weighted-average number of common shares outstanding during the year. ​ Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that would then share in the earnings of the Company. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the year, plus the effect of potential dilutive common share equivalents computed using the treasury stock method. 129 Table of Contents There were no securities that had a dilutive effect during the years ended December 31, 2024, 2023 and 2022, and therefore the weighted-average common shares outstanding used to calculate both basic and diluted EPS are the same. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. For the years ended December 31, 2024, 2023 and 2022, there were no anti-dilutive shares. Earnings per share data is not applicable for the year ended December 31, 2022 as the Company had no shares outstanding. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2024 2023 2022 ​ ​ (Dollars in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income applicable to common shares ​ $ 42,149 ​ $ 9,825 ​ $ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average number of common shares outstanding ​ ​ 42,705,729 ​ ​ 42,705,729 ​ ​ N/A Less: average unallocated ESOP shares ​ ​ ( 3,315,900 ) ​ ​ ( 687,500 ) ​ ​ N/A Average number of common shares outstanding used to calculate basic and diluted EPS ​ ​ 39,389,829 ​ ​ 42,018,229 ​ ​ N/A Earnings per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ $ 1.07 ​ $ 0.23 ​ $ N/A ​ ​ Note 17 – Parent Company Only Financial Information The following information presents the condensed balance sheets of NB Bancorp, Inc. as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 Assets ​ (in thousands) Cash and cash equivalents ​ $ 149,732 ​ $ 207,685 Investment in consolidated subsidiary ​ ​ 606,765 ​ ​ 576,480 Other assets ​ ​ 8,670 ​ ​ — Total assets ​ ​ 765,167 ​ ​ 784,165 Liabilities and Shareholders' Equity ​ ​ ​ ​ ​ ​ Accrued expenses and other liabilities ​ ​ — ​ ​ 26,206 Shareholders' equity ​ ​ 765,167 ​ ​ 757,959 Total liabilities and shareholders' equity ​ $ 765,167 ​ $ 784,165 ​ The following information presents the statements of income of NB Bancorp, Inc. for the periods stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 Interest income ​ (in thousands) Interest on ESOP loan ​ $ 3,878 ​ $ — Interest on cash ​ ​ 7,267 ​ ​ 233 Total interest income ​ ​ 11,145 ​ ​ 233 Charitable contribution expense ​ ​ — ​ ​ 19,082 General and administrative expense ​ ​ 375 ​ ​ 30 Income (loss) before income taxes and equity in undistributed net income of subsidiary ​ ​ 10,770 ​ ​ ( 18,879 ) Income taxes ​ ​ ( 3,024 ) ​ ​ 5,318 Income (loss) before equity in undistributed net income of subsidiary ​ ​ 7,746 ​ ​ ( 13,561 ) Equity in undistributed net income of subsidiary ​ ​ 34,403 ​ ​ 23,386 Net income ​ $ 42,149 ​ $ 9,825 ​ ​ ​ ​ ​ 130 Table of Contents The following information presents the statements of cash flow of NB Bancorp, Inc. for the periods stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 Cash flows from operating activities: ​ (in thousands) Net income ​ $ 42,149 ​ $ 9,825 Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ ​ ​ Changes in other assets ​ ​ ( 8,670 ) ​ ​ — Changes in accrued expense and other liabilities ​ ​ ( 26,206 ) ​ ​ 26,206 ESOP Expense ​ ​ 2,800 ​ ​ — Equity in undistributed net income of subsidiary ​ ​ ( 34,403 ) ​ ​ ( 23,386 ) Net cash provided by (used in) operating activities ​ ​ ( 24,330 ) ​ ​ 12,645 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ESOP share purchases ​ ​ ( 33,397 ) ​ ​ ( 13,774 ) Investment in Needham Bank ​ ​ — ​ ​ ( 208,643 ) Net cash used in investing activities ​ ​ ( 33,397 ) ​ ​ ( 222,417 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Net proceeds (costs) from stock offering and issuance of common shares ​ ​ ( 226 ) ​ ​ 417,457 Net cash provided by (used in) financing activities: ​ ​ ( 226 ) ​ ​ 417,457 Net increase (decrease) in cash and cash equivalents ​ ​ ( 57,953 ) ​ ​ 207,685 Cash and cash equivalents at beginning of the period ​ ​ 207,685 ​ ​ — Cash and cash equivalents at end of the period ​ $ 149,732 ​ $ 207,685 ​ ​ ​ ​ Note 18 – Litigation Matters ​ Various legal claims arise from time to time in the normal course of business which, in the opinion of management, at December 31, 2024, will not have a material effect on the Company’s consolidated financial statements. ​ Note 19 – Employee Retention Tax Credit Claims The CARES Act provided for an Employee Retention Tax Credit (“ERTC”), which is a broad-based refundable payroll tax credit that incentivized businesses to retain employees on the payroll during the COVID-19 pandemic. The ERTC is a credit against certain employment taxes of up to $5,000 per employee for eligible employers based on certain wages paid after March 12, 2020 through December 31, 2020. In 2021, the ERTC increased to up to $7,000 for each quarter, equal to 70% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee per quarter. The ERTC terminated effective September 30, 2021. During the first quarter of 2023, the Company made a determination that it was eligible to claim Employee Retention Tax Credits (“ERTC”) in the form of refunds based on the significant adverse financial impacts of the COVID-19 pandemic. As a result, during 2023 the Company filed amended employment tax returns for certain periods in 2021 to claim refunds related to the ERTC in the approximate amount of $ 3.5 million. Eligibility and qualification to file a claim for the ERTC is self-determined. Regardless of whether ERTC claims are pending payment by the IRS or have already been received by the taxpayer, Congress has extended the time by which the IRS could audit ERTC claims from three years to five years . 131 Table of Contents Note 20 – Variable Interest Entities (“VIE”) The Company makes equity investments in various entities that are considered VIEs, as defined by U.S. GAAP. A VIE typically does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties. The Company’s variable interest arises from contractual, ownership or other monetary interests in the entity, which change with fluctuations in the fair value of the entity's net assets. The Company consolidates a VIE if it is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary of a VIE if its variable interest provides it with the power to direct the activities that most significantly impact the VIE and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to the VIE. To determine whether or not a variable interest held could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether or not it is the primary beneficiary of a VIE on an ongoing basis. Unconsolidated Variable Interest Entities LIHTC Partnerships Through designated wholly-owned subsidiaries, the Company makes equity investments as a limited partner in various partnerships that sponsor affordable housing projects utilizing the LIHTC. The purpose of these investments is to achieve a satisfactory return on capital and to support the Company’s community reinvestment initiatives. LIHTC partnerships are managed by unrelated general partners that have the power to direct the activities which most significantly affect the performance of the partnerships. The Company is therefore not the primary beneficiary of any LIHTC partnerships. Accordingly, the Company does not consolidate these VIEs and accounts for these investments in non-public investments on the consolidated balance sheets. Renewable Energy Tax Credit Investments The Company invests in renewable energy tax credits, through its wholly-owned subsidiary, 1892 Investments, whereby the Company contributes capital to the energy providers as a non-managing member in return for income tax credits. The purpose of these investments is to achieve a satisfactory return on capital and to support clean-energy initiatives. These entities are considered VIEs as the Company’s subsidiaries represent the holders of the equity investments at risk, but do not have the ability to direct the activities that most significantly affect the performance of the entities. Accordingly, the Company does not consolidate these VIEs and accounts for these investments in non-public investments on the consolidated balance sheets. The Company accounts for all qualifying renewable energy tax credit investments under the proportional amortization method. Under this method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance as a component of income tax expense. ​ Note 21 – Recently Issued Accounting Pronouncements Relevant standards that were adopted during the year ended December 31, 2024: In November 2023, the FASB amended ASU 2023-07, “ Segment Reporting (Topic 280)” to improve disclosures about a public entity's reportable segments and provide more detailed information about a reportable segment's expense. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements. In December 2022, the FASB issued ASU 2022-06, “ Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ”. ASU 2022-06 extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (“LIBOR”) would cease being published. In 2021, the UK Financial Conduct Authority delayed the intended cessation date of certain tenors of USD LIBOR to June 30, 2023. 132 Table of Contents To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. ASU 2022-06 is effective for all entities upon issuance. The adoption of ASU 2022-06 did not have a material impact on the Company’s consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “ Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ”. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The adoption of ASU 2022-03 did not have a material impact on the Company’s consolidated financial statements. Relevant standards that were recently issued but not yet adopted as of December 31, 2024: In November 2024, the FASB issued ASU 2024-03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Sub Topic 220-40): Disaggregation of Income Statement Expenses ”. ASU 2024-03 improves disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 20240-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The adoption of ASU 2024-03 is not expected to have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to improve the transparency of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company does not expect the adoption of ASU 2023-09 to have a material effect on its consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. ​ ​ ​ 133 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.