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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 221 added, 119 removed, 691 unchanged (33% of the section changed)

51 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31,

(In thousands, except

per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except share

and per share amounts)

INTEREST INCOME:

27 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

Other comprehensive income (loss):

2 unchanged sentences

Amortization of actuarial gain

Actuarial (gain) loss arising during period

Actuarial gain arising during period

Income tax effect¹

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three months Ended March 31, 2025 and 2024

Three and Six months Ended June 30, 2025 and 2024

Comprehensive

Income (Loss)

(In thousands, except share and per share amounts)

7 unchanged sentences

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

Stock option exercise

ESOP shares earned

Balance – June 30, 2025

Comprehensive

9 unchanged sentences

Balance - March 31, 2024

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

Stock option exercise

ESOP shares earned

Balance – June 30, 2024

See notes to interim unaudited consolidated financial statements .

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

3 unchanged sentences

Provision for (reversal of) credit losses

Net (accretion) amortization of deferred loan fees and costs

Net accretion of deferred loan fees and costs

Deferred income tax benefit

6 unchanged sentences

Decrease in other assets

Increase (decrease) in accounts payable - loan closing

Decrease in accounts payable and accrued expenses

Increase (decrease) in accounts payable and accrued expenses

Net Cash Provided by Operating Activities

3 unchanged sentences

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

5 unchanged sentences

Repayment of FHLB of NY advances

Proceeds from FRB borrowing

Proceeds from FHLB of NY advances

Stock repurchases

Stock option exercised

Increase in advance payments by borrowers for taxes and insurance

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

Cash dividends paid

Net Cash (Used in) Provided by Financing Activities

Net Increase in Cash and Cash Equivalents

Net (Decrease) Increase in Cash and Cash Equivalents

Cash and Cash Equivalents – Beginning

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

3 unchanged sentences

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

31 unchanged sentences

NECB Real Estate LLC (“NECB Real Estate”), a New York limited liability company and wholly owned subsidiary of the Bank, was formed in October 2024 to facilitate the purchase or lease of real property by the Bank.

NECB Real Estate currently owns one foreclosed property located in the Bronx, New York.

NECB Real Estate owned one foreclosed property located in the Bronx, New York prior to the property’s disposition in June 2025.

Principal of Consolidations:

12 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 March 31, 2025 and December 31, 2024, the Company had a majority of construction loans located in New York State, including $ 626.2 million and $ 708.5 million in the Bronx, $ 222.4 million and $ 246.4 million in the Town of Monroe, $ 87.6 million and $ 112.4 million in the Hamlet of Monsey, and $ 140.4 million and $ 141.6 million in the Village of Spring Valley.

At March 31, 2025, the Company had $ 99.5 million, or 7.7 %, of construction loans located in Rockland County, New York, related to office space or commercial use.

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.

Note 2 — Regulatory Capital

1 unchanged sentence

The Federal Reserve establishes capital requirements, including well capitalized standards, for the consolidated bank holding company, and the FDIC has similar requirements for the Company’s subsidiary bank.

However, the Federal Reserve has provided a “small bank holding company” exception to its consolidated capital requirements for holding companies, and legislation and the related issuance of regulations by the Federal Reserve Board have established the current threshold for the exception at $3.0 billion.

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 March 31, 2025 and December 31, 2024.

The Bank met all capital adequacy requirements to which it was subject as of June 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 March 31, 2025:

As of June 30, 2025:

Total capital (to risk-weighted assets)

17 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In Thousands)

(In Thousands, except per share data)

9 unchanged sentences

Note 4 — Equity Securities

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

The following table is the schedule of equity securities at June 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.

7 unchanged sentences

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 months ended March 31, 2025 and 2024:

Three Months Ended March 31,

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,

(In Thousands)

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

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

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

Unrealized net gain (loss) 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 March 31, 2025 and December 31, 2024.

March 31, 2025

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

June 30, 2025

(In Thousands)

15 unchanged sentences

Municipal Bonds

Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at March 31, 2025:

March 31, 2025

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

June 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 months ended March 31, 2025 and 2024 was as follows:

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:

Municipal Bonds

2 unchanged sentences

Balance – March 31, 2025

Provision for (reversal of) credit loss

Balance – June 30, 2025

Municipal Bonds

2 unchanged sentences

Balance – March 31, 2024

Provision for (reversal of) credit loss

Balance – June 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)

March 31, 2025:

June 30, 2025:

Mortgage-backed securities - residential:

12 unchanged sentences

Total mortgage-backed securities

At March 31, 2025, thirteen mortgage-backed securities had unrealized losses due to interest rate volatility.

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.

5 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 March 31, 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.

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 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 March 31, 2025 and December 31, 2024:

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

(In Thousands)

6 unchanged sentences

Allowance for credit losses

Loans serviced for the benefit of others totaled approximately $ 52.9 million and $ 52.5 million at March 31, 2025 and December 31, 2024, respectively.

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

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.

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 March 31, 2025 and December 31, 2024:

At March 31, 2025:

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:

(In Thousands)

25 unchanged sentences

collectively evaluated for credit loss

The activity in the allowance for credit loss by loan class for the three months ended March 31, 2025 and 2024 was as follows:

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:

(In Thousands)

Allowance for credit losses:

Balance - December 31, 2024

Balance -March 31, 2025

Provision (reversal of)

Balance -June 30, 2025

(In Thousands)

Allowance for credit losses:

Balance -March 31, 2024

Provision (reversal of)

Balance - June 30, 2024

(In Thousands)

2 unchanged sentences

Provision (reversal of)

Balance - March 31, 2024

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.

During the three months ended March 31, 2024, the reversal of provision recorded for residential real estate loans was primarily attributed to the decreased loan balances and reduced credit risk.

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

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

The provision expenses recorded for constructions loans were primarily attributed to the increased construction loan balances, offset by improving economic conditions during the first quarter of 2024.

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

Balance -June 30, 2025

(In Thousands)

Allowance for credit losses:

Balance - December 31, 2023

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.

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 2024 but still accruing.

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

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

Age Analysis of Past Due Loans as of March 31, 2025:

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

(In Thousands)

22 unchanged sentences

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 March 31, 2025 by loan segment and vintage year:

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

Term Loans Amortized Costs Basis by Origination Year

March 31, 2025

June 30, 2025

Residential real estate

38 unchanged sentences

Modifications to Borrowers Experiencing Financial Difficulty:

Occasionally, the Company modifies loans to borrowers in financial distress by providing term extension;

Occasionally, the Company modifies loans to borrowers in financial distress by providing a term extension;

an other-than-insignificant payment delay;

or interest rate reduction.

or an interest rate reduction.

In some cases, the Company provides multiple types of concessions on a loan.

Typically, one type of concession, such as a term extension, is granted initially.

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

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

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.

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 months ended March 31, 2025 and 2024:

Allowance for Credit Loss

Balance – December 31, 2024

Provision for credit loss

Provision for (reversal of) credit loss

Balance – March 31, 2025

Provision for (reversal of) credit loss

Balance – June 30, 2025

Allowance for Credit Loss

Balance – December 31, 2023

Reversal of credit loss

Provision for (reversal of) credit loss

Balance – March 31, 2024

Provision for (reversal of) credit loss

Balance – June 30, 2024

Note 7 — Real Estate Owned (“REO”)

The Company owned two foreclosed properties valued at approximately $ 5,120,000 at March 31, 2025 and December 31, 2024, consisting of an office building located in Pennsylvania which was acquired through foreclosure in December 2014, and a land and land improvement located in Bronx which was acquired through foreclosure in October 2024.

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.

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 .

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 $ 30,000 and $ 11,000 for the three months ended March 31, 2025 and 2024, respectively.

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.

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 March 31, 2025 and December 31, 2024, there were no outstanding borrowings from the FHLB and FRBNY.

At March 31, 2025, the Company had the ability to borrow $ 941.3 million from the FRBNY, $ 15.5 million from the FHLB, and $ 8.0 million from ACBB.

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 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”).

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 as of March 31, 2025 and 2024:

Three Months Ended March 31,

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,

(Dollars In Thousands)

Net periodic pension expense:

2 unchanged sentences

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

Unrecognized net gain of $ 10,000 for the three months ended March 31, 2025, and unrecognized net loss of $ 18,000 for the three months ended March 31, 2024, were included in accumulated other comprehensive income.

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.

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 $ 139,000 and $ 130,000 for the three months ended March 31, 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 $ 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.

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 March 31, 2025, the Company did not have any obligations under the plan.

At June 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 contribution during the three months ended March 31, 2025 and 2024.

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

Employee Stock Ownership Plan (“ESOP”)

3 unchanged sentences

This loan will be paid off by the end of 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

The loan from the Company carries an interest rate equal to 3.25 % and is repayable in fifteen annual installments through 2035.

1 unchanged sentence

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 March 31, 2025 and December 31, 2024, respectively.

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

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.

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.

4 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 $ 520,000 and $ 352,000 for the three months ended March 31, 2025 and 2024, respectively.

Dividends on unallocated shares, which totaled approximately $ 122,000 and $ 70,000 for the three months ended March 31, 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 ended March 31, 2025 and 2024, respectively, are charged to retained earnings.

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 shares are summarized as follows:

17 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 March 31, 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 June 30, 2025 and December 31, 2024:

Quoted Prices in

5 unchanged sentences

Marketable equity securities:

There were no transfers between Level 1 and 2 during the three months ended March 31, 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 March 31, 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 March 31, 2025 and December 31, 2024:

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:

Quoted Prices in

6 unchanged sentences

Real estate owned

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

At March 31, 2025

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

(In Thousands)

4 unchanged sentences

- 40 % to - 10 %

Real estate owned

Income approach

Capitalization rate

At December 31, 2024

8 unchanged sentences

Capitalization rate

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

The methods and assumptions used to estimate fair value at March 31, 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 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:

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.

4 unchanged sentences

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.

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.

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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.

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.

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Fair Value at

March 31, 2025

June 30, 2025

(In thousands)

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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 March 31, 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 June 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 months ended March 31, 2025 and 2024.

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

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In Thousands)

Non-interest income:

2 unchanged sentences

Electronic banking fees and charges

Income from bank owned life insurance (1)

Earnings on bank owned life insurance (1)

Unrealized gain (loss) on equity securities (1)

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Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed at the point in the time the Company fulfills the customer’s request.

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

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.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(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.

As of March 31, 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 months ended March 31, 2025 and 2024 follows:

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:

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

Outstanding at December 31, 2023

Outstanding at March 31, 2024

Compensation expense related to restricted stock was $ 293,000 and $ 252,000 for the three months ended March 31, 2025 and 2024.

At March 31, 2025 and December 31, 2024, the total compensation cost related to non-vested awards that has not yet been recognized was $ 3.0 million and $ 3.3 million, respectively, which 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 months ended March 31, 2025 and 2024 follows:

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:

Exercise Price

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Exercisable at March 31, 2025

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Exercise Price

2 unchanged sentences

Exercisable at March 31, 2024

Outstanding at June 30, 2024

Exercisable at June 30, 2024

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 $ 185,000 and $ 192,000 for the three months ended March 31, 2025 and 2024.

At March 31, 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 $ 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 .

Note 14 — Business Segments

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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 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 to repurchase shares in the Company’s common stock.

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.

Net income is used to monitor budget versus actual results.

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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 months ended March 31, 2025 and 2024:

Three Months Ended March 31,

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,

(In Thousand)

Total interest income

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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 March 31, 2025 and December 31, 2024:

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

(In Thousand)

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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.

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.

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 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.

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