What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 128 added, 381 removed, 580 unchanged (47% 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 costs (fees), net

Deferred loan costs, net

Allowance for credit losses

3 unchanged sentences

Accrued interest receivable

Real estate owned

Property held for investment

13 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (continued)

September 30,

(In thousands, except share

16 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands, except share

and per share amounts)

Three Months Ended March 31,

(In thousands, except

per share amounts)

INTEREST INCOME:

5 unchanged sentences

Net Interest Income

Provision for (reversal of) credit loss

Net Interest Income after Provision for (Reversal of) Credit Loss

Provision for credit loss

Net Interest Income after Provision for Credit Loss

NON-INTEREST INCOME:

1 unchanged sentence

Earnings on bank owned life insurance

Unrealized gain on equity securities

Unrealized (loss) gain on equity securities

Total Non-Interest Income

14 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

Three Months Ended March 31,

(In thousands)

Other comprehensive income:

Other comprehensive income (loss):

Defined benefit pension:

Reclassification adjustments out of accumulated other comprehensive income:

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

Amortization of actuarial gain

Actuarial gain arising during period

Income tax effect¹

Total other comprehensive income

Actuarial gain (loss) arising during period

Income tax (effect) benefit¹

Total other comprehensive income (loss)

Total Comprehensive Income

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three and Nine Months Ended September 30, 2025 and 2024

Three Months Ended March 31, 2026 and 2025

Comprehensive

Income (Loss)

(In thousands, except share and per share amounts)

Balance – December 31, 2025

Other comprehensive loss

Cash dividend declared ($ 0.20 per share)

Compensation expense related to restricted stock awards

Compensation expense related to stock options

Stock option exercise

ESOP shares earned

Balance - March 31, 2025

Other comprehensive income

Cash dividend declared ($ 0.20 per share)

Compensation expense related to restricted stock awards

Compensation expense related to stock options

ESOP shares earned

Balance - June 30, 2025

Other comprehensive income

Cash dividend declared ($ 0.40 per share)

Stock repurchases

2 unchanged sentences

Stock option exercise

Restricted stock award

ESOP shares earned

Balance – September 30, 2025

Balance – March 31, 2026

Comprehensive

1 unchanged sentence

Balance – December 31, 2024

Other comprehensive income

Other comprehensive loss

Cash dividend declared ($ 0.10 per share)

Stock repurchases

Compensation expense related to restricted stock awards

3 unchanged sentences

Balance - March 31, 2025

Other comprehensive income

Cash dividend declared ($ 0.10 per share)

Stock repurchases

Compensation expense related to restricted stock awards

Compensation expense related to stock options

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

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

1 unchanged sentence

Adjustments to reconcile net income to net cash provided by operating activities:

Net amortization of securities premiums and discounts, net

Provision for (reversal of) credit losses

Net (accretion) amortization of securities premiums and discounts, net

Provision for credit losses

Net accretion of deferred loan fees and costs

Deferred income tax benefit

Unrealized gain recognized on equity securities

Impairment of real estate owned

Unrealized loss (gain) recognized on equity securities

Earnings on bank owned life insurance

Gain on dispositions of premises and equipment

ESOP compensation expense

1 unchanged sentence

Compensation expense related to restricted stock

Decrease (increase) in accrued interest receivable

Decrease in accrued interest receivable

Decrease in other assets

Increase (decrease) in accounts payable and accrued expenses

Increase in accounts payable - loan closing

Decrease in accounts payable and accrued expenses

Net Cash Provided by Operating Activities

Cash Flows from Investing Activities:

Net increase in loans

Net decrease in loans

Proceeds from sale of loans

Principal repayments on securities held-to-maturity

Purchase of securities held-to-maturity

Purchase of marketable equity securities

Purchase of restricted stock

Redemptions of restricted stock

Purchase of equity securities

Purchases of premises and equipment

Net Cash Used in Investing Activities

Net Cash Provided by Investing Activities

Cash Flows from Financing Activities:

Net (decrease) increase in deposits

Repayment of FRB borrowings

Repayment of FHLB of NY advances

Proceeds from FRB borrowing

Proceeds from FHLB of NY advances

Net increase (decrease) in deposits

Net repayment from borrowings

Stock repurchases

2 unchanged sentences

Cash dividends paid

Net Cash Provided by Financing Activities

Net Cash Used in Financing Activities

Net (Decrease) Increase in Cash and Cash Equivalents

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

1 unchanged sentence

Income taxes paid:

State and local¹

Total income taxes paid

Interest paid

Supplementary Disclosure of Non-Cash Investing and Financing Activities:

Recognition of right of use asset – operating

Recognition of lease liability – operating

Sale of real estate owned

Dividends declared and not paid

(1) For the years presented New York State, New York City, and Massachusetts make up 100% of the tax effect in this category .

See notes to interim unaudited consolidated financial statements.

21 unchanged sentences

New England Commercial Properties LLC (“NECP”), a New York limited liability company and wholly owned subsidiary of the Bank, was formed in October 2007 to facilitate the purchase or lease of real property by the Bank.

New England Commercial Properties, LLC currently owns one foreclosed property located in Pennsylvania.

New England Commercial Properties, LLC currently does no t own any property.

NECB Financial Services Group, LLC (“NECB Financial”), a New York limited liability company and wholly owned subsidiary of the Bank, was formed in the third quarter of 2012 as a complement to Harbor West Wealth Management Group to sell life insurance and fixed rate annuities.

NECB Financial is licensed in New York State.

NECB Financial terminated its license in Connecticut on February 22, 2024 due to the sale of all the Bank’s assets relating to Harbor West Wealth Management Group to a third party in January 2024.

This subsidiary is currently inactive.

17 unchanged sentences

Loan Concentration Risk:

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 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.

The Company’s lending activity is concentrated in construction loans secured primarily by affordable housing apartment buildings located throughout all five submarkets in the Bronx, and by construction loans secured by condominium buildings and single-family developments in Rockland, Orange, and Sullivan Counties in high demand, high absorption areas.

The Company’s lending exposures include outstanding loan balances, loans-in-process, and unfunded commitments.

As of March 31, 2026 and December 31, 2025, the Company had lending exposures of $ 885.3 million and $ 827.8 million in the Bronx, $ 514.5 million and $ 533.3 million in Orange County, $ 392.5 million and $ 364.2 million in Rockland County, and $ 157.0 million and $ 150.3 million in Sullivan County, respectively.

The increase in lending exposure reflects continued growth in construction lending activity within these markets.

Compared to March 31, 2025, the Company’s lending exposure as of March 31, 2026 increased by $ 111.6 million or 14.4 % in the Bronx, by $ 72.6 million or 16.4 % in Orange County, by $ 8.0 million or 2.1 % in Rockland County, and by $ 14.0 million or 9.8 % in Sullivan County.

At March 31, 2026, the Company had a total of $ 120.8 million, or 9.1 %, of construction loans located in Rockland, Orange, and Sullivan Counties related to office space or other commercial-use properties within these high demand, high absorption areas.

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 September 30, 2025 and December 31, 2024.

The Bank met all capital adequacy requirements to which it was subject as of March 31, 2026 and December 31, 2025.

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

4 unchanged sentences

(Dollars in Thousands)

As of September 30, 2025:

As of March 31, 2026:

Total capital (to risk-weighted assets)

16 unchanged sentences

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

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands, except per share data)

Three Months Ended March 31,

(In Thousands, except per share data)

7 unchanged sentences

Diluted weighted average shares outstanding

Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents

Net income per share

Note 4 — Equity Securities

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

The following table is the schedule of equity securities at March 31, 2026 and December 31, 2025.

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 nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

The following is a summary of unrealized gain or loss recognized in net income on equity securities during the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In Thousands)

Net unrealized gain recognized on equity securities during the period

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

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

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

Unrealized net (loss) 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 September 30, 2025 and December 31, 2024.

September 30, 2025

The following table summarizes the Company’s portfolio of securities held-to-maturity at March 31, 2026 and December 31, 2025.

March 31, 2026

(In Thousands)

15 unchanged sentences

Municipal Bonds

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

September 30, 2025

Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at March 31, 2026:

March 31, 2026

(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 nine months ended September 30, 2025 and 2024 was as follows:

The activity in the allowance for credit losses for debt securities held-to-maturity for the three months ended March 31, 2026 and 2025 was as follows:

Municipal Bonds

2 unchanged sentences

Balance – March 31, 2026

Provision for (reversal of) credit loss

Balance – June 30, 2025

Provision for (reversal of) credit loss

Balance – September 30, 2025

Municipal Bonds

2 unchanged sentences

Balance – March 31, 2025

Provision for (reversal of) credit loss

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:

Less than 12 Months

12 Months or More

(In Thousands)

September 30, 2025:

Mortgage-backed securities - residential:

Federal Home Loan Mortgage Corporation

Federal National Mortgage Association

Collateralized mortgage obligations – GSE

Total mortgage-backed securities

Less than 12 Months

12 Months or More

(In Thousands)

December 31, 2024:

Mortgage-backed securities - residential:

Federal Home Loan Mortgage Corporation

Federal National Mortgage Association

Collateralized mortgage obligations – GSE

Total mortgage-backed securities

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

At March 31, 2026, eight 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.

At December 31, 2024, there were sixteen mortgage-backed securities that had unrealized losses due to interest rate volatility.

At December 31, 2025, there were eleven mortgage-backed securities that had unrealized losses due to interest rate volatility.

Credit Quality Indicators

4 unchanged sentences

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

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 ten municipal bonds in the portfolio carry no lower than A ratings from the rating agencies at March 31, 2026 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 September 30, 2025 and December 31, 2024:

September 30,

The composition of loans was as follows at March 31, 2026 and December 31, 2025:

(In Thousands)

4 unchanged sentences

Commercial and industrial

Deferred loan costs (fees), net

Deferred loan costs, net

Allowance for credit losses

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.

Loans serviced for the benefit of others, which are not included in the amounts shown above, totaled approximately $ 45.6 million and $ 53.3 million at March 31, 2026 and December 31, 2025, respectively.

The value of mortgage servicing rights was not material at March 31, 2026 and December 31, 2025.

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 September 30, 2025 and December 31, 2024:

At September 30, 2025:

(In Thousands)

Allowance for credit losses:

Ending balance

Ending balance:

individually evaluated for credit loss

Ending balance:

collectively evaluated for credit loss

Loans receivable:

Ending balance

Ending balance:

individually evaluated for credit loss

Ending balance:

collectively evaluated for credit loss

At December 31, 2024:

(In Thousands)

Allowance for credit losses:

Ending balance

Ending balance:

individually evaluated for credit loss

Ending balance:

collectively evaluated for credit loss

Loans receivable:

Ending balance

Ending balance:

individually evaluated for credit loss

Ending balance:

collectively evaluated for credit loss

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 - June 30, 2025

Provision (reversal of)

Balance – September 30, 2025

(In Thousands)

Allowance for credit losses:

Balance - June 30, 2024

Provision (reversal of)

Balance – September 30, 2024

The activity in the allowance for credit loss by loan segment for the three months ended March 31, 2026 and 2025 was as follows:

(In Thousands)

2 unchanged sentences

Provision (reversal of)

Balance – September 30, 2025

Balance -March 31, 2026

(In Thousands)

2 unchanged sentences

Provision (reversal of)

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.

Balance - March 31, 2025

During the three months ended March 31, 2026, the reversal of provision recorded for residential real estate and construction loans was primarily attributed to decreased loan balances.

The provision expense recorded for non-residential real estate loans and commercial and industrial loans was primarily attributed to slightly increased credit risk within the loan portfolios.

During the three months ended March 31, 2025, the provision expense recorded for residential real estate loans was primarily attributed to increased loan balances.

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

The reversal of provision recorded for constructions 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 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 Company had no individually evaluated loan and no non-accrual loans at March 31, 2026 and December 31, 2025, respectively.

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

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

Age Analysis of Past Due Loans as of March 31, 2026:

(In Thousands)

21 unchanged sentences

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:

The following table presents the risk category of loans at March 31, 2026 by loan segment and vintage year:

Term Loans Amortized Costs Basis by Origination Year

September 30, 2025

March 31, 2026

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 nine months ended September 30, 2025 or the year ended December 31, 2024.

There were no loans modified to borrowers experiencing financial difficulty during the three months ended March 31, 2026 or the year ended December 31, 2025.

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 nine months ended September 30, 2025 and 2024:

Allowance for Credit Loss

Balance – December 31, 2025

Provision for (reversal of) credit loss

Provision for credit loss

Balance – March 31, 2026

Provision for (reversal of) credit loss

Balance – June 30, 2025

Provision for (reversal of) credit loss

Balance – September 30, 2025

Allowance for Credit Loss

Balance – December 31, 2024

Provision for (reversal of) credit loss

Provision for credit loss

Balance – March 31, 2025

Provision for (reversal of) credit loss

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 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 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 $ 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 7 — Borrowings

Our borrowings include Federal Home Loan Bank of New York (“FHLB”) advances and short-term borrowings from the Discount Window at the Federal Reserve Bank of New York (“FRBNY”).

Our borrowings are primarily from the Discount Window at the Federal Reserve Bank of New York (“FRBNY”).

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 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 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”).

At March 31, 2026, borrowings from the FRBNY totaled $ 20.0 million, bearing an interest rate of 3.75 % and maturing in May 2026.

At December 31, 2025, borrowings from the FRBNY totaled $ 70.0 million, bearing an interest rate of 3.75 %.

At March 31, 2026, the Company had the ability to borrow $ 866.7 million from the FRBNY, and $ 8.0 million from Atlantic Community Bankers Bank (“ACBB”).

Note 8 — 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 nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars In Thousands)

The following table sets forth information regarding the components of net pension periodic expense measured for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(Dollars In Thousands)

3 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 $ 28,000 and $ 54,000 for the nine months ended September 30, 2025 and 2024, respectively, were included in accumulated other comprehensive income.

Unrecognized net gain of $ 21,000 for the three months ended March 31, 2026 and unrecognized net loss of $ 10,000 for the three months ended March 31, 2025 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 $ 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.

Expenses of $ 153,000 and $ 139,000 for the three months ended March 31, 2026 and 2025, 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 September 30, 2025, the Company did not have any obligations under the plan.

At March 31, 2026, 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 nine months ended September 30, 2025 and 2024.

The Company provided no matching contributions during the three months ended March 31, 2026 and 2025.

Employee Stock Ownership Plan (“ESOP”)

2 unchanged sentences

The loan from the Mid-Tier Holding Company, which has been assumed by the Company, carries an interest rate of 8.25 % and is repayable in twenty annual installments.

This loan will be paid off by the end of 2025.

This loan was paid off in full at December 31, 2025.

In conjunction with the Company’s second-step conversion offering, on July 12, 2021, the ESOP borrowed $ 7,827,260 from the Company and used those funds to acquire 782,726 shares of Company common stock at $ 10.00 per share.

2 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 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.

The first ESOP loan was paid off in full at December 31, 2025.

The balance remaining on the second ESOP loan was $ 5,529,000 and $ 5,529,000 at March 31, 2026 and December 31, 2025, 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.

3 unchanged sentences

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 $ 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 expense totaled approximately $ 308,000 and $ 520,000 for the three months ended March 31, 2026 and 2025, respectively.

Dividends on unallocated shares, which totaled approximately $ 104,000 and $ 122,000 for the three months ended March 31, 2026 and 2025, respectively, are recorded as a reduction of the ESOP loan.

Dividends on allocated shares, which totaled approximately $ 191,000 and $ 174,000 for the three months ended March 31, 2026 and 2025, respectively, are charged to retained earnings.

ESOP shares are summarized as follows:

September 30,

Allocated shares

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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 September 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 March 31, 2026 and December 31, 2025:

Quoted Prices in

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Recurring Basis

September 30,

Marketable equity securities:

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

Significant Other

Total Carried

Active Markets for

Identical Assets

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 September 30, 2025 and December 31, 2024:

At September 30, 2025

(In Thousands)

Real estate owned

Sales approach

Adjustment to sales comparison value

- 40 % to - 10 %

At December 31, 2024

(In Thousands)

Real estate owned

Sales approach

Adjustment to sales comparison value

- 40 % to - 10 %

Real estate owned

Income approach

Capitalization rate

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.

The appraisals or fair value estimation may be adjusted by management for qualitative reasons and estimated liquidation expenses.

Management’s assumptions may include consideration of location and occupancy of the property and current economic conditions.

Subsequently, as these properties are actively marketed, the estimated fair values may be periodically adjusted through incremental subsequent write-downs to reflect decreases in estimated values resulting from sales price observations and the impact of changing economic and market conditions.

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.

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

If real estate is not the primary source of repayment, present value of discounted cash flows and estimates using generally accepted industry liquidation advance rates are utilized.

Due to the multitude of assumptions, many of which are subjective in nature, and the varying inputs and techniques used by appraisers, the Company recognizes that valuations could differ across a wide spectrum of valuation techniques employed and accordingly, fair value estimates for impaired loans are classified as Level 3.

There were no transfers between Level 1 and 2 during the three months ended March 31, 2026 or the year ended December 31, 2025.

The Company did no t have any liabilities that were carried at fair value on a recurring basis at March 31, 2026 and December 31, 2025.

The Company did no t have any assets and liabilities that were carried at fair value on a non-recurring basis at March 31, 2026 and December 31, 2025.

The methods and assumptions used to estimate fair value at March 31, 2026 and December 31, 2025 are as follows:

Management uses its best judgment in estimating the fair value of the Company’s financial instruments;

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Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated.

The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates.

As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.

The estimated fair value amounts have been measured as of their respective period end-dates and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates.

As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end.

Fair values for marketable equity securities are determined by quoted market prices on nationally recognized and foreign securities exchanges (Level 1).

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The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities.

Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

Due to a wide range

of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

The carrying amounts and estimated fair value of our financial instruments are as follows:

Fair Value at

September 30, 2025

March 31, 2026

(In thousands)

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Certificates of deposit

Marketable equity securities

Securities held to maturity

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Certificates of deposit

Marketable equity securities

Securities held to maturity

3 unchanged sentences

Financial Liabilities

Accrued interest payable

Note 10 — Revenue Recognition

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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.

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

As of March 31, 2026 and December 31, 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 nine months ended September 30, 2025 and 2024.

The following table presents the Company’s sources of noninterest income for the three months ended March 31, 2026 and 2025.

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

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

Three Months Ended March 31,

(In Thousands)

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Electronic banking fees and charges

Earnings on bank owned life insurance (1)

Unrealized gain (loss) on equity securities (1)

Income from bank owned life insurance (1)

Unrealized (loss) gain on equity securities (1)

Miscellaneous (1)

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Account maintenance fees, which relate primarily to monthly maintenance, are generally earned over the course of a month, representing the period over which the Company satisfies the performance obligation.

Overdraft fees are recognized at the point in time that the overdraft occurs.

Service charges on deposits are withdrawn from the customer’s account balance.

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

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

Three Months Ended March 31,

(In Thousands)

Regulatory insurance premium and assessments

Dues and subscriptions

Service contracts

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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.

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

Outstanding at March 31, 2025

Outstanding at June 30, 2025

Outstanding at September 30, 2025

Outstanding at December 31, 2023

Outstanding at March 31, 2024

Outstanding at June 30, 2024

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

As of March 31, 2026 and December 31, 2025, there were 19,335 stock option shares available for future awards under this plan.

A summary of the Company’s restricted stock activity and related information for the three months ended March 31, 2026 follows:

Outstanding at December 31, 2025

Outstanding at March 31, 2026

Exercisable at March 31, 2025

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Compensation expense related to restricted stock was $ 308,000 and $ 293,000 for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, the total compensation cost related to non-vested restricted stock awards that has not yet been recognized was $ 2.0 million which cost is expected to be recognized over the next two years .

A summary of the Company’s stock option activity and related information for the three months ended March 31, 2026 follows:

Exercise Price

2 unchanged sentences

Exercisable at March 31, 2026

Outstanding at June 30, 2024

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 $ 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 .

Compensation expense related to stock options was $ 239,000 and $ 185,000 for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, unrecognized compensation cost related to stock option awards was $ 1.5 million which is expected to be recognized over the next two years .

Note 13 — Business Segments

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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 nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousand)

The following table presents the Company’s reported segment revenues, profit or loss and significant segment expenses for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In Thousand)

2 unchanged sentences

Net interest income

Provision for (reversal of) credit loss

Provision for credit loss

Net interest income after provision for credit losses

15 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 September 30, 2025 and December 31, 2024:

September 30,

The following table presents the Company’s reported segment assets as of March 31, 2026 and December 31, 2025:

(In Thousand)

9 unchanged sentences

That is, financial statements issued after the effective date of each amendment are required to include on a prospective basis the related disclosure incorporated into US GAAP by this ASU.

However, if the SEC does not act to remove its related requirements by June 30, 2027, any related FASB amendments will be removed from the Codification and will not be effective for any entities.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

This guidance is effective for public business entities for annual periods beginning after December 15, 2024, and for annual periods beginning after December 15, 2025, for all other entities.

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

However, if the SEC does

not act to remove its related requirements by June 30, 2027, any related FASB amendments will be removed from the Codification and will not be effective for any entities.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures .

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

In December 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments .

This new guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument.

The ASU requires entities to apply a preexisting contract approach.

To qualify for induced conversion accounting under this approach, the inducement offer is required to preserve the form of consideration and result in an amount of consideration that is no less than that issuable pursuant to the preexisting conversion privileges.

The guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis.

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

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU.

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

In January 2025, the FASB issued ASU 2025-02, Liabilities (405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

This ASU was issued pursuant to SEC Staff Accounting Bulletin No.

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

In May 2025, the FASB issued ASU 2025-03, Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , which revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE).

The reporting entity can determine that a transaction in which the legal acquiree is a VIE represents a reverse acquisition in which the legal acquirer is identified as the acquiree for accounting purposes.

ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted.

The amendments in ASU 2025-03 must be applied prospectively to any business combination that occurs after the initial adoption date.

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

In May 2025, the FASB issued ASU 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts With Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer , which clarifies the accounting for share-based consideration payable to a customer under ASC 718 and ASC 606.

The amendments refine key aspects of the guidance, including the definition of “performance condition” as well as the measurement requirements and the treatment of forfeitures.

The amendments will be effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods.

Early adoption is permitted for financial statements that have not yet been issued.

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):

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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