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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 199 added, 150 removed, 762 unchanged (31% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

September 30,

(In thousands, except share

7 unchanged sentences

Loans receivable

Deferred loan fees, net

Deferred loan costs (fees), net

Allowance for credit losses

19 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (continued)

September 30,

(In thousands, except share

6 unchanged sentences

75,000,000 shares authorized;

14,023,376 shares and 14,016,254 shares issued and outstanding , respectively

14,027,240 shares and 14,016,254 shares outstanding, respectively

Additional paid-in capital

7 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands, except share

14 unchanged sentences

Earnings on bank owned life insurance

Unrealized gain (loss) on equity securities

Unrealized gain on equity securities

Total Non-Interest Income

14 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

Other comprehensive income (loss):

Other comprehensive income:

Defined benefit pension:

Reclassification adjustments out of accumulated other comprehensive income (loss):

Reclassification adjustments out of accumulated other comprehensive income:

Amortization of actuarial gain

1 unchanged sentence

Income tax effect¹

Total other comprehensive income (loss)

Total other comprehensive income

Total Comprehensive Income

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three and Six months Ended June 30, 2025 and 2024

Three and Nine Months Ended September 30, 2025 and 2024

Comprehensive

13 unchanged sentences

Compensation expense related to stock options

Stock option exercise

ESOP shares earned

Balance - June 30, 2025

Other comprehensive income

Cash dividend declared ($ 0.40 per share)

Stock repurchases

Compensation expense related to restricted stock awards

Compensation expense related to stock options

Stock option exercise

Restricted stock award

ESOP shares earned

Balance – September 30, 2025

Comprehensive

14 unchanged sentences

Compensation expense related to stock options

Stock option exercise

ESOP shares earned

Balance - June 30, 2024

Other comprehensive income

Cash dividend declared ($ 0.15 per share)

Compensation expense related to restricted stock awards

Compensation expense related to stock options

Restricted Stock Award

ESOP shares earned

Balance – September 30, 2024

See notes to interim unaudited consolidated financial statements .

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

5 unchanged sentences

Deferred income tax benefit

Unrealized (gain) loss recognized on equity securities

Unrealized gain recognized on equity securities

Impairment of real estate owned

Earnings on bank owned life insurance

Gain on dispositions of premises and equipment

ESOP compensation expense

6 unchanged sentences

Cash Flows from Investing Activities:

Net decrease (increase) in loans

Net increase in loans

Proceeds from sale of loans

5 unchanged sentences

Purchases of premises and equipment

Net Cash Provided by (Used in) Investing Activities

Net Cash Used in Investing Activities

Cash Flows from Financing Activities:

6 unchanged sentences

Stock option exercised

Increase (decrease) in advance payments by borrowers for taxes and insurance

Increase in advance payments by borrowers for taxes and insurance

Cash dividends paid

Net Cash (Used in) Provided by Financing Activities

Net Cash Provided by Financing Activities

Net (Decrease) Increase in Cash and Cash Equivalents

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

54 unchanged sentences

The Company’s lending activity is concentrated in construction loans secured by the construction primarily of multi-family, residential condominium properties, and occasionally non-residential properties located in New York State and occasionally by the renovation of multi-family properties in Massachusetts.

As of June 30, 2025 and December 31, 2024, the Company had a majority of construction loans located in New York State, including $ 612.3 million and $ 708.5 million in the Bronx, $ 240.9 million and $ 246.4 million in the Town of Monroe, and $ 141.0 million and $ 141.6 million in the Village of Spring Valley.

At June 30, 2025, the Company had $ 116.9 million, or 8.8 %, of construction loans located in Rockland County, New York, related to office space or commercial use.

As of September 30, 2025 and December 31, 2024, the Company had a majority of construction loans located in New York State, including $ 583.5 million and $ 708.5 million in the Bronx, $ 235.1 million and $ 246.4 million in the Town of Monroe, and $ 117.9 million and $ 141.6 million in the Village of Spring Valley, respectively.

At September 30, 2025, the Company had $ 120.6 million, or 8.7 %, of construction loans located in Rockland County, New York, related to office space or commercial use.

Note 2 — Regulatory Capital

3 unchanged sentences

As a result, the Company will not be subject to the consolidated holding company capital requirement until such time as its consolidated assets exceed $3.0 billion.

The Bank met all capital adequacy requirements to which it was subject as of June 30, 2025 and December 31, 2024.

The Bank met all capital adequacy requirements to which it was subject as of September 30, 2025 and December 31, 2024.

The following table presents information about the Bank’s capital levels at the dates presented:

4 unchanged sentences

(Dollars in Thousands)

As of June 30, 2025:

As of September 30, 2025:

Total capital (to risk-weighted assets)

15 unchanged sentences

Potential common shares that may be issued by the Company relate to outstanding stock options and are determined using the treasury stock method.

The following table sets forth the weighted average shares outstanding used in the computations of basic and diluted earnings per share.

The following table sets forth the computations of basic and diluted earnings per share:

Three Months Ended June 30,

Six Months Ended June 30,

(In Thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands, except per share data)

Net income (basic and diluted)

8 unchanged sentences

Note 4 — Equity Securities

The following table is the schedule of equity securities at June 30, 2025 and December 31, 2024.

The following table is the schedule of equity securities at September 30, 2025 and December 31, 2024.

Our equity securities portfolio consists of our investment in a market-rate bond mutual fund that invests in high quality fixed income bonds, mainly government agency securities whose proceeds are designed to positively impact community development throughout the United States.

5 unchanged sentences

government, are highly rated by major rating agencies and have a long history of no credit losses.

September 30,

(In Thousands)

Equity Securities, at Fair Value

The following is a summary of unrealized gain or loss recognized in net income on equity securities during the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

The following is a summary of unrealized gain or loss recognized in net income on equity securities during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

Net unrealized gain (loss) recognized on equity securities during the period

Net unrealized gain recognized on equity securities during the period

Net losses realized on the sale of equity securities during the period

Unrealized net gain (loss) recognized on equity securities held at the reporting date

Unrealized net gain recognized on equity securities held at the reporting date

Note 5 — Securities Held-to-Maturity

The following table summarizes the Company’s portfolio of securities held-to-maturity at June 30, 2025 and December 31, 2024.

June 30, 2025

The following table summarizes the Company’s portfolio of securities held-to-maturity at September 30, 2025 and December 31, 2024.

September 30, 2025

(In Thousands)

15 unchanged sentences

Municipal Bonds

Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at June 30, 2025:

June 30, 2025

Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at September 30, 2025:

September 30, 2025

(In Thousands)

5 unchanged sentences

Actual maturities will differ from contractual maturities due to scheduled monthly repayments and due to the underlying borrowers having the right to prepay their obligations.

The activity in the allowance for credit losses for debt securities held-to-maturity for the three and six months ended June 30, 2025 and 2024 was as follows:

The activity in the allowance for credit losses for debt securities held-to-maturity for the three and nine months ended September 30, 2025 and 2024 was as follows:

Municipal Bonds

4 unchanged sentences

Balance – June 30, 2025

Provision for (reversal of) credit loss

Balance – September 30, 2025

Municipal Bonds

4 unchanged sentences

Balance – June 30, 2024

Provision for (reversal of) credit loss

Balance – September 30, 2024

The age of unrealized losses and the fair value of related securities held-to-maturity, for which an allowance for credit losses was not deemed necessary, were as follows:

2 unchanged sentences

(In Thousands)

June 30, 2025:

September 30, 2025:

Mortgage-backed securities - residential:

12 unchanged sentences

Total mortgage-backed securities

At June 30, 2025, twelve mortgage-backed securities had unrealized losses due to interest rate volatility.

Management concluded that the unrealized loss reflected above was temporary in nature since the unrealized loss was related primarily to market interest rate volatility, and was not related to the underlying credit quality of the issuers of the securities.

At September 30, 2025, ten mortgage-backed securities had unrealized losses due to interest rate volatility.

Management concluded that the unrealized losses reflected above were temporary in nature since the unrealized losses were related primarily to market interest rate volatility, and were not related to the underlying credit quality of the issuers of the securities.

Additionally, the Company has the ability and intent to hold the securities for the time necessary to recover the amortized cost.

4 unchanged sentences

government entities and agencies.

These securities are either

explicitly or implicitly guaranteed by the U.S.

These securities are either explicitly or implicitly guaranteed by the U.S.

government, are highly rated by major rating agencies and have a long history of no credit losses.

The seven municipal bonds in the portfolio carry no lower than A ratings from the rating agencies at June 30, 2025 and have no realized losses since they were issued.

The ten municipal bonds in the portfolio carry no lower than A ratings from the rating agencies at September 30, 2025 and have no realized losses since they were issued.

The Company regularly monitors the municipal bonds sector of the market and reviews collectability including such factors as the financial condition of the issuers as well as credit ratings in effect as of the reporting period.

Note 6 — Loans Receivable and the Allowance for Credit Losses

The composition of loans was as follows at June 30, 2025 and December 31, 2024:

The composition of loans was as follows at September 30, 2025 and December 31, 2024:

September 30,

(In Thousands)

4 unchanged sentences

Commercial and industrial

Deferred loan fees, net

Deferred loan costs (fees), net

Allowance for credit losses

Loans serviced for the benefit of others totaled approximately $ 53.1 million and $ 52.5 million at June 30, 2025 and December 31, 2024, respectively.

The value of mortgage servicing rights was not material at June 30, 2025 and December 31, 2024.

Loans serviced for the benefit of others totaled approximately $ 53.0 million and $ 52.5 million at September 30, 2025 and December 31, 2024, respectively.

The value of mortgage servicing rights was not material at September 30, 2025 and December 31, 2024.

The allowance for credit losses on loans represents management’s estimate of losses inherent in the loan portfolio as of the statement of financial condition date and is recorded as a reduction to loans.

6 unchanged sentences

This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The following tables summarize the allocation of the allowance for credit losses and loans receivable by loan class and credit loss method at June 30, 2025 and December 31, 2024:

At June 30, 2025:

The following tables summarize the allocation of the allowance for credit losses and loans receivable by loan class and credit loss method at September 30, 2025 and December 31, 2024:

At September 30, 2025:

(In Thousands)

25 unchanged sentences

collectively evaluated for credit loss

The activity in the allowance for credit loss by loan class for the three and six months ended June 30, 2025 and 2024 was as follows:

The activity in the allowance for credit loss by loan class for the three and nine months ended September 30, 2025 and 2024 was as follows:

(In Thousands)

Allowance for credit losses:

Balance -March 31, 2025

Provision (reversal of)

Balance - June 30, 2025

Provision (reversal of)

Balance – September 30, 2025

(In Thousands)

Allowance for credit losses:

Balance -March 31, 2024

Provision (reversal of)

Balance - June 30, 2024

Provision (reversal of)

Balance – September 30, 2024

(In Thousands)

2 unchanged sentences

Provision (reversal of)

Balance -June 30, 2025

Balance – September 30, 2025

(In Thousands)

2 unchanged sentences

Provision (reversal of)

Balance - June 30, 2024

During the three months ended June 30, 2025, the reversal of provision recorded for residential real estate loans and non-residential real estate loans was primarily attributed to improving economic and housing conditions in the Bank’s local markets.

The provision expense recorded for commercial and industrial loans was attributed to slightly increased credit risk.

The provision expense recorded for constructions loans was primarily attributed to increased loan balances, offset by improving economic and housing conditions in the Bank’s local markets.

The provision expense recorded for consumer loans was primarily attributed to a net charge off $ 403,000 in checking account overdrafts during the three months ended June 30, 2025.

During the three months ended June 30, 2024, the reversal of provision recorded for residential real estate loans was primarily attributed to reduced credit risk.

The provision expenses recorded for non-residential real estate loans and commercial and industrial loans were primarily attributed to the increased loan balances.

The reversal of provision recorded for consumer loans was primarily attributed to the reduced credit risk on deposit account overdrafts.

reversal of provision recorded for constructions loans was primarily attributed to improving sub-market housing conditions during the second quarter of 2024, offset by slightly increased loan balances.

During the six months ended June 30, 2025, the provision expense recorded for residential real estate loans was primarily attributed to increased loan balances, offset by improving economic and housing conditions in the Bank’s local markets.

The provision expense recorded for commercial and industrial loans was attributed to increased loan balances and slightly increased credit risk.

The reversal of provision recorded for non-residential real estate loans was primarily attributed to a $ 350,000 recovery from a loan charged off in 2021, and slightly decreased loan balances.

The reversal of provision recorded for constructions loans was primarily attributed to improving economic and housing conditions in the Bank’s local markets, offset by decreased loan balances.

The provision expense recorded for consumer loans was primarily attributed to a net charge off $ 518,000 in checking account overdrafts during the six months ended June 30, 2025.

During the six months ended June 30, 2024, the reversal of provision recorded for residential real estate loans was primarily attributed to reduced credit risk and a slight decrease of loan balances.

The provision expenses recorded for non-residential real estate loans and commercial and industrial loans were primarily attributed to the increased loan balances.

Balance – September 30, 2024

During the three months ended September 30, 2025, the reversal of provision recorded for residential real estate loans was primarily attributed to newly originated high quality muti-family loans coupled with decreased loss given default in the macroeconomic projection.

The provision expense recorded for non-residential real estate loans and construction loans was primarily attributed to increased loan balances.

The reversal of provision recorded for consumer loans was primarily attributed to a net recovery of $ 24,000 and decreased balance in checking account overdrafts during the three months ended September 30, 2025.

During the three months ended September 30, 2024, the reversal of provision recorded for residential real estate loans and commercial and industrial loans was primarily attributed to reduced credit risk.

The reversal of provision recorded for non-residential real estate loans was primarily attributed to decreased loan balances.

The provision expense recorded for consumer loans was primarily attributed to the increased balance on deposit account overdrafts.

The provision expense recorded for construction loans was primarily attributed to increased loan balances, offset by improving sub-market housing conditions during the third quarter of 2024.

During the nine months ended September 30, 2025, the reversal of provision recorded for residential real estate loans was primarily attributed to newly originated high quality muti-family loans.

The provision expense recorded for

commercial and industrial loans was attributed to increased loan balances and slightly increased credit risk.

The reversal of provision recorded for non-residential real estate loans was primarily attributed to a $ 350,000 recovery from a loan charged off in 2021.

The provision expense recorded for consumer loans was primarily attributed to a $ 494,000 net charge off in checking account overdrafts during the nine months ended September 30, 2025.

During the nine months ended September 30, 2024, the reversal of provision recorded for residential real estate loans and commercial and industrial loans were primarily attributed to reduced credit risk.

The provision expenses recorded for non-residential real estate loans was primarily attributed to increased loan balances.

The provision expenses recorded for consumer loans was primarily attributed to increased deposit account overdraft balances.

The reversal of provision recorded for constructions loans was primarily attributed to improving economic and housing conditions in the Bank’s local markets during the six months ended June 30, 2024, offset by increased loan balances.

The Company has one individually evaluated loan, totaling $ 234,000 at June 30, 2025 and $ 241,000 at December 31, 2024.

The underlying business experienced a significant decline in sales revenue since 2024, but the borrower continues to make monthly payments through personal guarantees.

Therefore, this loan was downgraded to substandard in December 2024 but still accruing.

Interest income recognized for this loan was $ 5,000 for the three months and $ 9,000 for the six months ended June 30, 2025.

No interest income was recognized for this loan in 2024.

There were no non-accrual loans at June 30, 2025 and December 31, 2024.

The reversal of provision recorded for construction loans was primarily attributed to improving economic and sub-market housing conditions during the nine months ended September 30, 2024, offset by increased loan balances.

The Company had one individually evaluated loan of $ 241,000 at December 31, 2024.

During the third quarter, the Company upgraded this loan to special mention, therefore there was no individually evaluated loan at September 30, 2025.

The borrower had no missed payments on this loan.

Interest income recognized for this loan was $ 5,000 for the three months and $ 14,000 for the nine months ended September 30, 2025.

There were no non-accrual loans at September 30, 2025 and December 31, 2024.

The following tables provide information about delinquencies in our loan portfolio at the dates indicated.

Age Analysis of Past Due Loans as of June 30, 2025:

Age Analysis of Past Due Loans as of September 30, 2025:

(In Thousands)

13 unchanged sentences

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as:

current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.

The Company analyzes loans individually to classify the loans as to credit risk.

4 unchanged sentences

Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans which have all of the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values.

The following table presents the risk category of loans at June 30, 2025 by loan segment and vintage year:

Doubtful – Loans which have all of the weaknesses inherent in loans classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values.

The following table presents the risk category of loans at September 30, 2025 by loan segment and vintage year:

Term Loans Amortized Costs Basis by Origination Year

June 30, 2025

September 30, 2025

Residential real estate

44 unchanged sentences

If the borrower continues to experience financial difficulty, another concession, such as an interest rate reduction, may be granted.

There were no loans modified to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025 or the year ended December 31, 2024.

There were no loans modified to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2025 or the year ended December 31, 2024.

Allowance for Credit Losses on Off-Balance Sheet Commitments:

The following table presents the activity in the allowance for credit losses related to off-balance sheet commitments, that is included in accounts payable and accrued expenses on the consolidated statement of financial condition, for the three and six months ended June 30, 2025 and 2024:

Allowance for Credit Loss

4 unchanged sentences

Balance – June 30, 2025

Provision for (reversal of) credit loss

Balance – September 30, 2025

Allowance for Credit Loss

4 unchanged sentences

Balance – June 30, 2024

Provision for (reversal of) credit loss

Balance – September 30, 2024

Note 7 — Real Estate Owned (“REO”)

The Company owned two foreclosed properties valued at approximately $ 5,120,000 at December 31, 2024, consisting of an office building located in Pennsylvania which was acquired through foreclosure in December 2014, and land and land improvement located in Bronx which was acquired through foreclosure in October 2024.

In June 2025, the Company sold the foreclosed property located in Bronx to a third-party buyer at no loss and, in connection therewith, the Company provided the financing to the buyer to complete the multi-family construction project.

The Company owned two foreclosed properties valued at approximately $ 5,120,000 at December 31, 2024, consisting of an office building located in Pennsylvania which was acquired through foreclosure in December 2014, and land and land improvement located in the Bronx which was acquired through foreclosure in October 2024.

In June 2025, the Company sold the foreclosed property located in the Bronx to a third-party buyer at no loss and, in connection therewith, the Company provided the financing to the buyer to complete the multi-family construction project.

A REO expense of $ 231,000 was recognized to cover the closing costs for this transaction on the Consolidated Statement of Income.

At June 30, 2025, the Company owned one foreclosed property valued at approximately $ 767,000 .

At September 30, 2025, the Company owned one foreclosed property valued at approximately $ 545,000 .

Further declines in real estate values may result in impairment charges in the future.

Routine holding costs are charged to expense as incurred and improvements to real estate owned that enhance the value of the real estate are capitalized.

REO expense recorded in the Consolidated Statements of Income, including loss on sales and write-downs, amounted to $ 247,000 and $ 27,000 for the three months, and $ 277,000 and $ 39,000 for the six months ended June 30, 2025 and 2024, respectively.

REO expense recorded in the Consolidated Statements of Income, including loss on sales and write-downs, amounted to $ 238,000 and $ 488,000 for the three months, and $ 515,000 and $ 527,000 for the nine months ended September 30, 2025 and 2024, respectively.

Note 8 — Borrowings

1 unchanged sentence

On August 30, 2023, the FRBNY approved the Company’s eligibility to pledge loans under the Borrower-in-Custody program of the FRBNY thereby allowing the Company to borrow from the Discount Window at the FRBNY.

At June 30, 2025, borrowings from the FRBNY totaled $ 120.0 million, bearing an interest rate of 4.5 %.

Of the $ 120.0 million in borrowings, $ 60.0 million matures in July 2025 and $ 60.0 million matures in August 2025.

At June 30, 2025, the Company had one FHLB advance for $ 15.0 million that bears an interest rate of 4.45 % and matures in September 2025.

The advance is secured by a pledge of the Company’s investment in the capital stock of the FHLB and a blanket assignment of the Company’s otherwise unpledged qualifying mortgage loans that are not pledged to any third party other than the FHLB.

At September 30, 2025, borrowings from the FRBNY totaled $ 170.0 million, bearing an interest rate of 4.25 %.

Of the $ 170.0 million in borrowings, $ 60.0 million matured in October 2025, $ 40.0 million matures in November 2025, and $ 70.0 million matures in December 2025.

During the third quarter in 2025, the Company paid off the $ 15 million FHLB advance and had no borrowings from FHLB at September 30, 2025.

At December 31, 2024, there were no outstanding borrowings from the FHLB and FRBNY.

At June 30, 2025, the Company had the ability to borrow $ 740.2 million from the FRBNY, $ 23.1 million from the FHLB, and $ 8.0 million from Atlantic Community Bankers Bank (“ACBB”).

At September 30, 2025, the Company had the ability to borrow $ 740.2 million from the FRBNY, $ 38.5 million from the FHLB, and $ 8.0 million from Atlantic Community Bankers Bank (“ACBB”).

Note 9 — Benefits Plans

1 unchanged sentence

The DRP is an unfunded non-contributory defined benefit pension plan covering all non-employee directors meeting eligibility requirements as specified in the plan document.

The following table sets forth information regarding the components of net pension periodic expense measured for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

The following table sets forth information regarding the components of net pension periodic expense measured for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars In Thousands)

4 unchanged sentences

Total net periodic pension expense included in other non-interest expenses

Unrecognized net gains of $ 19,000 and $ 18,000 for the three months, and $ 9,000 and $ 36,000 for the six months ended June 30, 2025 and 2024, respectively, were included in accumulated other comprehensive income.

Unrecognized net gains of $ 19,000 and $ 18,000 for the three months, and $ 28,000 and $ 54,000 for the nine months ended September 30, 2025 and 2024, respectively, were included in accumulated other comprehensive income.

Supplemental Executive Retirement Plan (“SERP”)

4 unchanged sentences

The benefit payment term is the greater of 15 years or the executive’s remaining life.

Expenses of $ 147,000 and $ 131,000 for the three months, and $ 286,000 and $ 261,000 for the six months ended June 30, 2025 and 2024, respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits.

Expenses of $ 146,000 and $ 130,000 for the three months, and $ 432,000 and $ 391,000 for the nine months ended September 30, 2025 and 2024, respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits.

Stock-Based Deferral Plan

In June 2021, the Company established a stock-based deferral plan for eligible key executives and members of the Board of Directors of the Company to elect to defer compensation received from the Company for their services and make deemed investments of that deferred compensation in shares of the Company’s common stock.

At June 30, 2025, the Company did not have any obligations under the plan.

At September 30, 2025, the Company did not have any obligations under the plan.

The Company maintains a 401(k) plan for all eligible employees.

Participants are permitted to contribute from 1 % to 15 % or 60 % of their annual compensation up to the maximum permitted under the Internal Revenue Code.

The Company provided no matching contributions during the three and six months ended June 30, 2025 and 2024.

The Company provided no matching contributions during the three and nine months ended September 30, 2025 and 2024.

Employee Stock Ownership Plan (“ESOP”)

7 unchanged sentences

The ESOP may further pay down the principal balance of the loans by using dividends paid, if any, on the shares of Company common stock it owns.

The balance remaining on the first ESOP loan was $ 478,000 and $ 919,000 at June 30, 2025 and December 31, 2024, respectively.

The balance remaining on the second ESOP loan was $ 5,991,000 and $ 6,417,000 at June 30, 2025 and December 31, 2024, respectively.

The balance remaining on the first ESOP loan was $ 478,000 and $ 919,000 at September 30, 2025 and December 31, 2024, respectively.

The balance remaining on the second ESOP loan was $ 5,991,000 and $ 6,417,000 at September 30, 2025 and December 31, 2024, respectively.

Shares purchased for the ESOP with the loan proceeds serve as collateral for the loan and are held in a suspense account for future allocation among ESOP participants.

As the loan principal is repaid, shares will be released from the suspense account and become eligible for allocation.

The allocation among plan participants will be as described in the ESOP governing document.

As the loan principal is repaid, shares will be released from the suspense account and become eligible for allocation, subject to the allocation provisions included in the ESOP governing document.

ESOP shares initially pledged as collateral were recorded as unearned ESOP shares in the stockholders’ equity section of the Consolidated Statement of Financial Condition.

1 unchanged sentence

Compensation expense is recorded in an amount equal to the shares committed to be released multiplied by the average closing price of the Company’s stock during that month.

ESOP expense totaled approximately $ 491,000 and $ 359,000 for the three months, and $ 1,011,000 and $ 711,000 for the six months ended June 30, 2025 and 2024, respectively.

Dividends on unallocated shares, which totaled approximately $ 122,000 and $ 70,000 for the three months, and $ 243,000 and $ 139,000 for the six months ended June 30, 2025 and 2024, respectively, are recorded as a reduction of the ESOP loan.

Dividends on allocated shares, which totaled approximately $ 174,000 and $ 78,000 for the three months, and $ 347,000 and $ 156,000 for the six months ended June 30, 2025 and 2024, respectively, are charged to retained earnings.

ESOP expense totaled approximately $ 478,000 and $ 473,000 for the three months, and $ 1,489,000 and $ 1,184,000 for the nine months ended September 30, 2025 and 2024, respectively.

Dividends on unallocated shares, which totaled approximately $ 243,000 and $ 209,000 for the three months, and $ 486,000 and $ 348,000 for the nine months ended September 30, 2025 and 2024, respectively, are recorded as a reduction of the ESOP loan.

Dividends on allocated shares, which totaled approximately $ 347,000 and $ 235,000 for the three months, and $ 694,000 and $ 391,000 for the nine months ended September 30, 2025 and 2024, respectively, are charged to retained earnings.

ESOP shares are summarized as follows:

September 30,

Allocated shares

16 unchanged sentences

The level of the asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following table sets forth the Company’s assets that are carried at fair value on a recurring basis and the level that was used to determine their fair value at June 30, 2025 and December 31, 2024:

The following table sets forth the Company’s assets that are carried at fair value on a recurring basis and the level that was used to determine their fair value at September 30, 2025 and December 31, 2024:

Quoted Prices in

4 unchanged sentences

Recurring Basis

September 30,

Marketable equity securities:

There were no transfers between Level 1 and 2 during the three and six months ended June 30, 2025 or the year ended December 31, 2024.

The Company did no t have any liabilities that were carried at fair value on a recurring basis at June 30, 2025 and December 31, 2024.

The following table sets forth the Company’s assets that are carried at fair value on a non-recurring basis and the level that was used to determine their fair value, at June 30, 2025 and December 31, 2024:

There were no transfers between Level 1 and 2 during the three and nine months ended September 30, 2025 or the year ended December 31, 2024.

The Company did no t have any liabilities that were carried at fair value on a recurring basis at September 30, 2025 and December 31, 2024.

The following table sets forth the Company’s assets that are carried at fair value on a non-recurring basis and the level that was used to determine their fair value, at September 30, 2025 and December 31, 2024:

Quoted Prices in

4 unchanged sentences

Non-Recurring Basis

September 30,

(In Thousands)

Real estate owned

The following tables present the qualitative information about non-recurring Level 3 fair value measurements of financial instruments at June 30, 2025 and December 31, 2024:

At June 30, 2025

The following tables present the qualitative information about non-recurring Level 3 fair value measurements of financial instruments at September 30, 2025 and December 31, 2024:

At September 30, 2025

(In Thousands)

14 unchanged sentences

Capitalization rate

The Company did no t have any liabilities that were carried at fair value on a non-recurring basis at June 30, 2025 and December 31, 2024.

The methods and assumptions used to estimate fair value at June 30, 2025 and December 31, 2024 are as follows:

The Company did no t have any liabilities that were carried at fair value on a non-recurring basis at September 30, 2025 and December 31, 2024.

The methods and assumptions used to estimate fair value at September 30, 2025 and December 31, 2024 are as follows:

For real estate owned, fair value is generally determined through independent appraisals or fair value estimations of the underlying properties which generally include various Level 3 inputs which are not identifiable.

3 unchanged sentences

A loan is considered individually evaluated for credit loss when, based upon current information and events, it is probable that the Company will be unable to collect all scheduled payments in accordance with the contractual terms of the loan.

Individually evaluated loans that are collateral dependent are written down to fair value through the establishment of specific reserves, a component of the allowance for credit losses or through partial charge-offs, and as such are carried at the lower of cost or the fair value.

Estimates of fair value of the collateral are determined based on a

variety of information, including available valuations from certified appraisers for similar assets, present value of discounted cash flows and inputs that are estimated based on commonly used and generally accepted industry liquidation advance rates and estimates and assumptions developed by management.

such are carried at the lower of cost or the fair value.

Estimates of fair value of the collateral are determined based on a variety of information, including available valuations from certified appraisers for similar assets, present value of discounted cash flows and inputs that are estimated based on commonly used and generally accepted industry liquidation advance rates and estimates and assumptions developed by management.

The appraisals may be adjusted by management for estimated liquidation expenses and qualitative factors such as economic conditions.

15 unchanged sentences

Fair Value at

June 30, 2025

September 30, 2025

(In thousands)

2 unchanged sentences

Certificates of deposit

Marketable equity securities

Securities held to maturity

3 unchanged sentences

Financial Liabilities

Accrued interest payable

Fair Value at

4 unchanged sentences

Certificates of deposit

Marketable equity securities

Securities held to maturity

6 unchanged sentences

The Company’s services that fall within the scope of ASC 606 are presented within noninterest income and are recognized as revenue as the Company satisfies its obligation to the customer.

Services within the scope of ASC 606 include deposit service charges on deposits, electronic banking fees and charges income, and investment advisory fees.

Services within the scope of ASC 606 include service charges on deposits, electronic banking fees and charges income, and investment advisory fees.

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset).

1 unchanged sentence

The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as referral fees based on month end reports.

Consideration is often received immediately or shortly after the Company satisfies its performance obligation and

revenue is recognized.

The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances.

As of June 30, 2025, the Company did not have any significant contract balances.

Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized.

The Company does not typically enter into long-term revenue contracts with customers, and

therefore, does not experience significant contract balances.

As of September 30, 2025, the Company did not have any significant contract balances.

All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income.

The following table presents the Company’s sources of noninterest income for the three and six months ended June 30, 2025 and 2024.

The following table presents the Company’s sources of noninterest income for the three and nine months ended September 30, 2025 and 2024.

Sources of revenue outside the scope of ASC 606 are noted as such:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

21 unchanged sentences

The following is an analysis of other non-interest expenses:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

13 unchanged sentences

Management recognizes compensation expense for the fair value of restricted stock on a straight-line basis over the requisite service period for the entire award.

As of June 30, 2025 and December 31, 2024, there were 102,759 shares available for future awards under this plan, which includes 98,311 shares available for stock options and 4,448 shares available for restricted stock awards.

A summary of the Company’s restricted stock activity and related information for the three and six months ended June 30, 2025 and 2024 follows:

During the third quarter of 2025, the Company granted 7,440 shares of restricted stock and 70,000 shares of nonqualified stock options in the aggregate to employees and one director.

The fair value of restricted stock is determined by the product of the number of shares granted and the final market price of the Company’s common stock at the grant date.

The fair value of the share-based payments for the nonqualified stock options is estimated using the Black-Scholes option-pricing model.

The assumptions used to estimate the fair value of the nonqualified stock options includes 6.5 expected life, 4.18 % risk free interest rate, 3.59 % projected dividend yield, and 31.02 % volatility rate.

As of September 30, 2025 and December 31, 2024, there were 19,335 shares of stock option available for future awards under this plan.

A summary of the Company’s restricted stock activity and related information for the three and nine months ended September 30, 2025 and 2024 follows:

Outstanding at December 31, 2024

1 unchanged sentence

Outstanding at June 30, 2025

Outstanding at September 30, 2025

Outstanding at December 31, 2023

1 unchanged sentence

Outstanding at June 30, 2024

Compensation expense related to restricted stock was $ 293,000 and $ 252,000 for the three months, and $ 586,000 and $ 504,000 for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025 and December 31, 2024, the total compensation cost related to non-vested restricted stock awards that has not yet been recognized was $ 2.7 million and $ 3.3 million, respectively, which cost is expected to be recognized over the next three years .

A summary of the Company’s stock option activity and related information for the three and six months ended June 30, 2025 and 2024 follows:

Outstanding at September 30, 2024

Compensation expense related to restricted stock was $ 301,000 and $ 290,000 for the three months, and $ 887,000 and $ 794,000 for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025 and December 31, 2024, the total compensation cost related to non-vested restricted stock awards that has not yet been recognized was $ 2.6 million and $ 3.3 million, respectively, which cost is expected to be recognized over the next three years .

A summary of the Company’s stock option activity and related information for the three and nine months ended September 30, 2025 and 2024 follows:

Exercise Price

4 unchanged sentences

Exercisable at June 30, 2025

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Exercise Price

4 unchanged sentences

Exercisable at June 30, 2024

Outstanding at September 30, 2024

Exercisable at September 30, 2024

Weighted average fair value

of options granted in current year

Compensation cost related to stock options is recognized based on the fair value of the stock options at the grant date on a straight-line basis over the vesting period.

Compensation expense related to stock options was $ 186,000 and $ 192,000 for the three months, and $ 371,000 and $ 384,000 for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025 and December 31, 2024, unrecognized compensation cost related to stock option awards was $ 1.8 million and $ 2.1 million, respectively, which is expected to be recognized over the next three years .

Compensation expense related to stock options was $ 206,000 and

$ 192,000 for the three months, and $ 577,000 and $ 576,000 for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025 and December 31, 2024, unrecognized compensation cost related to stock option awards was $ 1.9 million and $ 2.1 million, respectively, which is expected to be recognized over the next three years .

Note 14 — Business Segments

4 unchanged sentences

The Company’s chief operating decision maker is the Executive Committee that includes the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer.

The Executive Committee assesses performance of the

Company on a consolidated basis and decides how to allocate resources based on net income that is also reported as net income on the Consolidated Statement of Income.

The Executive Committee assesses performance of the Company on a consolidated basis and decides how to allocate resources based on net income that is also reported as net income on the Consolidated Statement of Income.

The Executive Committee uses net income, which is the measure of segment profit and loss, to evaluate income generated from segment assets (return on assets) and other measures, such as net interest margin, return on average assets, and return on common equity, in deciding how to reinvest profits, such as originating loans, investing in investment securities, or repurchasing shares of the Company’s common stock.

5 unchanged sentences

All operations are domestic.

The following table presents the Company’s reported segment revenues, profit or loss and significant segment expenses for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

The following table presents the Company’s reported segment revenues, profit or loss and significant segment expenses for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousand)

21 unchanged sentences

The measure of segment assets is reported as total assets on the Consolidated Statement of Condition.

The following table presents the Company’s reported segment assets as of June 30, 2025 and December 31, 2024:

The following table presents the Company’s reported segment assets as of September 30, 2025 and December 31, 2024:

September 30,

(In Thousand)

34 unchanged sentences

122, which rescinds the interpretive guidance included in Section FF of Topic 5 in the Staff Accounting Bulletin series entitled Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for its Platform Users.

This ASU has no

impact on non-public business entities and is effective for fiscal years beginning after December 15, 2024.

This ASU has no impact on non-public business entities and is effective for fiscal years beginning after December 15, 2024.

This Update is not expected to have a significant impact on the Company’s financial statements.

11 unchanged sentences

This Update is not expected to have a significant impact on the Company’s financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the accounting for internal-use software that is developed using an incremental and iterative method (e.g., agile method).

The guidance removes all references to project stages in ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs.

The guidance specifies that the property, plant, and equipment disclosure requirements under ASC 360-10 apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements.

The guidance, which applies to all entities, is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

Entities may apply the guidance using a prospective, retrospective, or modified transition approach.

Early adoption is permitted.

This Update is not expected to have a significant impact on the Company’s financial statements.

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

What changed 10-Q

Item 1. Financial Statements