What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-13 compared with 2025-03-14 · 33 added, 14 removed, 208 unchanged (18% of the section changed)

12 unchanged sentences

Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio.

This type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders.

This type of lending also typically involves

higher loan principal amounts and is often concentrated with a small number of builders.

These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest.

18 unchanged sentences

If the FDIC, our primary federal regulator, were to impose restrictions on the amount of such loans we can hold in our portfolio or require us to implement additional compliance measures, for reasons noted above or otherwise, our earnings would be adversely affected as would our earnings per share.

We monitor our concentration limits with respect to our construction, multifamily, mixed-use and non-residential real estate loans closely and have implemented various risk management practices to manage our exposure for such loans.

for such loans.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management — Management of Credit Risk.”

Our multifamily and mixed-use loan portfolio may be adversely affected by changes in legislation or regulations.

At December 31, 2025, we had approximately $16.3 million of New York City multifamily and mixed-use loans that have some form of rent stabilization or rent control, which represents 0.9% of our total loan portfolio as of that date.

In 2019, the New York State legislature passed the Housing Stability and Tenant Protection Act of 2019, impacting about one million rent regulated apartment units.

Among other things, the legislation:

(i) curtails rent increases from material capital improvements and individual apartment improvements;

(ii) all but eliminates the ability for apartments to exit rent regulation;

(iii) does away with vacancy decontrol and high-income deregulation;

and (iv) repealed the 20% vacancy bonus.

This legislation generally limits a landlord’s ability to increase rents on rent-regulated apartments and makes it more difficult to convert rent regulated apartments to market rate apartments.

For example, the New York City Rent Guidelines Board established that on certain apartments, for a one-year lease beginning on or after September 30, 2024, the maximum rent increase is 3.0%, even when the overall inflation rate has increased at a higher rate.

The recent election of Zohran Mamdani as Mayor of New York City introduces potential policy changes that could affect the city’s multifamily housing market.

The administration has expressed support for rent freezes and expanded tenant protections, which, if enacted, may reduce rental income and property values across multifamily properties.

These market dynamics could adversely impact the credit quality of our borrowers.

Lower property cash flows may impair borrowers’ ability to service existing debt.

In addition, a sustained decline in collateral values could elevate loan-to-value ratios and reduce recovery prospects in the event of foreclosure.

Our portfolio of commercial and industrial loans may expose us to increased lending risks.

At December 31, 2025, $150.4 million, or 8.1%, of our loan portfolio consisted of commercial and industrial loans.

Commercial and industrial loans generally expose a lender to a greater risk of loss than one- to four-family

residential loans.

Commercial and industrial loans generally expose a lender to a greater risk of loss than one- to four-family residential loans.

Repayment of commercial and industrial loans generally is dependent, in large part, on sufficient income from the business to cover operating expenses and debt service.

23 unchanged sentences

This might make us vulnerable to a downturn in the local economy and real estate markets and to a decrease in new construction in these counties.

Adverse conditions in the local economy such as unemployment, recession, a

catastrophic event or other factors beyond our control could impact the ability of our borrowers to repay their loans, which could impact our net interest income.

Adverse conditions in the local economy such as unemployment, recession, a catastrophic event or other factors beyond our control could impact the ability of our borrowers to repay their loans, which could impact our net interest income.

Decreases in local real estate values caused by economic conditions, changes in tax laws or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure.

11 unchanged sentences

We also originate non-construction loans, including multi-family, commercial and industrial loans, throughout our primary lending markets in New York and Massachusetts.

Competition for non-construction loans comes from the numerous national, regional and local community financial institutions operating in our market area, including a number of independent banks and credit unions, in addition to other financial service companies, such as brokerage firms and other similar entities.

Competition for non-construction loans comes from the

numerous national, regional and local community financial institutions operating in our market area, including a number of independent banks and credit unions, in addition to other financial service companies, such as brokerage firms and other similar entities.

In addition, we also face competition for investors’ funds from money market funds and other corporate and government securities.

22 unchanged sentences

Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of non-compliance with applicable regulations, adverse business decisions or their implementation, and customer attrition due to potential negative publicity.

This risk of loss also includes the potential legal actions that could

arise as a result of an operational deficiency or as a result of non-compliance with applicable regulations, adverse business decisions or their implementation, and customer attrition due to potential negative publicity.

A breakdown in our internal control systems, improper operation of our systems or improper employee actions could result in material financial loss to us, the imposition of regulatory action, and damage to our reputation.

11 unchanged sentences

The Company has historically paid a quarterly cash dividend to stockholders.

year ended December 31, 2024, the Company increased the quarterly cash dividends to $0.10 per share on March 21, 2024 and $0.15 per share on September 19, 2024 from $0.06 per share prior to 2024.

During the year ended December 31, 2025, the Company increased the quarterly cash dividends to $0.20 per share on March 20, 2025 from $0.10 per share on March 21, 2024 and $0.15 per share on September 19, 2024.

In addition, the Company declared a special dividend of $0.20 per share on October 6, 2025.

Although we have a history of paying cash dividends, we have no obligation to continue paying dividends.

27 unchanged sentences

To strengthen public confidence in the banking system, the FDIC took action to protect funds held in uninsured deposit accounts at Silicon Valley Bank and Signature Bank following the placement of those institutions into receivership.

However, the FDIC has not committed to protecting uninsured deposits in other

institutions that experience outsized withdrawal demands.

At December 31, 2024, we had uninsured deposits totaling $346.9 million and $115.0 million in available liquidity, including $78.3 million in cash, as well as $834.7 million in borrowing capacity at the FRBNY which was sufficient to cover our uninsured deposits as of December 31, 2024.

However, the FDIC has not committed to protecting uninsured deposits in other institutions that experience outsized withdrawal demands.

At December 31, 2025, we had uninsured deposits totaling $361.0 million and $126.2 million in available liquidity, including $81.2 million in cash, as well as $768.8 million in borrowing capacity at the FRBNY, $35.8 million in borrowing capacity at the FHLBNY, and $8.0 million in borrowing capacity at ACBB, which was sufficient to cover our uninsured deposits as of December 31, 2025.

Notwithstanding our significant liquidity, large deposit outflows could adversely affect our financial condition and results of operations and could result in the closure of the Bank.

7 unchanged sentences

Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance (“ESG”) practices and disclosure.

Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to, among other things, the environment, health and safety, labor conditions and human rights.

Investor advocacy groups, investment funds

and influential investors are also increasingly focused on these practices, especially as they relate to, among other things, the environment, health and safety, labor conditions and human rights.

Increased ESG related compliance costs could result in increases to our overall operational costs.

24 unchanged sentences

The secure processing, maintenance and transmission of this information is critical to our operations and business strategy.

We, our customers, and other financial institutions with which we interact, are subject to ongoing, continuous attempts to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations.

We, our customers, and other financial institutions with which we interact, are

subject to ongoing, continuous attempts to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations.

While we have established policies and procedures to prevent or limit the impact of cyber-attacks, there can be no assurance that such events will not occur or will be adequately addressed if they do.

32 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors