PROVIDENT FINANCIAL SERVICES INC 10-Q

Item 1. FINANCIAL STATEMENTS. PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Financial Condition March 31, 2024 (Unaudited) and December 31, 2023 (Dollars in Thousands) March 31, 2024 December 31, 2023 ASSETS Cash and due from banks $ 158,306 $ 180,241 Short-term investments 46 14 Total cash and cash equivalents 158,352 180,255 Available for sale debt securities, at fair value 1,666,306 1,690,112 Held to maturity debt securities, net (fair value of $ 341,459 as of March 31, 2024 and $ 352,601 as of December 31, 2023) 354,671 363,080 Equity securities, at fair value 1,341 1,270 Federal Home Loan Bank stock 77,750 79,217 Loans 10,842,707 10,873,701 Less allowance for credit losses 106,429 107,200 Net loans 10,736,278 10,766,501 Foreclosed assets, net 11,324 11,651 Banking premises and equipment, net 69,487 70,998 Accrued interest receivable 58,677 58,966 Intangible assets 457,239 457,942 Bank-owned life insurance 243,513 243,050 Other assets 295,980 287,768 Total assets $ 14,130,918 $ 14,210,810 LIABILITIES AND STOCKHOLDERS’ EQUITY Deposits: Demand deposits $ 7,905,961 $ 8,020,889 Savings deposits 1,160,951 1,175,683 Certificates of deposit of $250,000 or more 223,639 218,549 Other time deposits 808,341 877,393 Total deposits 10,098,892 10,292,514 Mortgage escrow deposits 43,881 36,838 Borrowed funds 2,058,098 1,970,033 Subordinated debentures 10,744 10,695 Other liabilities 224,141 210,134 Total liabilities 12,435,756 12,520,214 Stockholders’ Equity: Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value, 200,000,000 shares authorized, 83,209,012 shares issued and 75,928,193 shares outstanding as of March 31, 2024 and 75,537,186 outstanding as of December 31, 2023 832 832 Additional paid-in capital 990,582 989,058 Retained earnings 988,480 974,542 Accumulated other comprehensive loss ( 151,585 ) ( 141,115 ) Treasury stock ( 129,062 ) ( 127,825 ) Unallocated common stock held by the Employee Stock Ownership Plan ( 4,085 ) ( 4,896 ) Common stock acquired by deferred compensation plans ( 2,546 ) ( 2,694 ) Deferred compensation plans 2,546 2,694 Total stockholders’ equity 1,695,162 1,690,596 Total liabilities and stockholders’ equity $ 14,130,918 $ 14,210,810 See accompanying notes to unaudited consolidated financial statements. 3 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Income Three months ended March 31, 2024 and 2023 (Unaudited) (Dollars in Thousands, except per share data) Three months ended March 31, 2024 2023 Interest and dividend income: Real estate secured loans $ 107,456 $ 95,988 Commercial loans 36,100 28,683 Consumer loans 4,523 4,242 Available for sale debt securities, equity securities and Federal Home Loan Bank stock 12,330 11,430 Held to maturity debt securities 2,268 2,368 Deposits, Federal funds sold and other short-term investments 1,182 845 Total interest and dividend income 163,859 143,556 Interest expense: Deposits 52,534 27,510 Borrowed funds 17,383 7,476 Subordinated debt 272 246 Total interest expense 70,189 35,232 Net interest income 93,670 108,324 Provision charge for credit losses 186 6,001 Net interest income after provision charge for credit losses 93,484 102,323 Non-interest income: Fees 5,912 6,387 Wealth management income 7,488 6,915 Insurance agency income 4,793 4,102 Bank-owned life insurance 1,817 1,484 Net loss on securities transactions ( 1 ) ( 5 ) Other income 798 3,269 Total non-interest income 20,807 22,152 Non-interest expense: Compensation and employee benefits 40,048 38,737 Net occupancy expense 8,520 8,410 Data processing expense 6,783 5,508 FDIC insurance 2,272 1,937 Amortization of intangibles 705 762 Advertising and promotion expense 966 1,232 Provision charge (benefit) for credit losses on off-balance sheet credit exposures ( 506 ) 739 Merger-related expenses 2,202 1,100 Other operating expenses 10,331 11,060 Total non-interest expense 71,321 69,485 Income before income tax expense 42,970 54,990 Income tax expense 10,888 14,454 Net income $ 32,082 $ 40,536 Basic earnings per share $ 0.43 $ 0.54 Weighted average basic shares outstanding 75,260,029 74,645,336 Diluted earnings per share $ 0.43 $ 0.54 Weighted average diluted shares outstanding 75,275,660 74,702,527 See accompanying notes to unaudited consolidated financial statements. 4 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Comprehensive Income Three months ended March 31, 2024 and 2023 (Unaudited) (Dollars in Thousands) Three months ended March 31, 2024 2023 Net income $ 32,082 $ 40,536 Other comprehensive income (loss), net of tax: Unrealized gains and losses on available for sale debt securities: Net unrealized (losses) gains arising during the period ( 9,957 ) 20,864 Reclassification adjustment for gains included in net income — — Total ( 9,957 ) 20,864 Unrealized gains and losses on derivatives: Net unrealized gains (losses) arising during the period 3,385 ( 616 ) Reclassification adjustment for gains included in net income ( 3,069 ) ( 3,080 ) Total 316 ( 3,696 ) Amortization related to post-retirement obligations ( 829 ) ( 269 ) Total other comprehensive (loss) income ( 10,470 ) 16,899 Total comprehensive income $ 21,612 $ 57,435 See accompanying notes to unaudited consolidated financial statements. 5 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Changes in Stockholders’ Equity Three months ended March 31, 2023 (Unaudited) (Dollars in Thousands) For the three months ended March 31, 2023 COMMON STOCK ADDITIONAL PAID-IN CAPITAL RETAINED EARNINGS ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME TREASURYSTOCK UNALLOCATED ESOP SHARES COMMON STOCK ACQUIRED BY DEFERRED COMP PLANS DEFERRED COMPENSATION PLANS TOTAL STOCKHOLDERS’ EQUITY Balance as of December 31, 2022 $ 832 $ 981,138 $ 918,158 $ ( 165,045 ) $ ( 127,154 ) $ ( 10,226 ) $ ( 3,427 ) $ 3,427 $ 1,597,703 Net income — — 40,536 — — — — — 40,536 Other comprehensive income net of tax — — — 16,899 — — — — 16,899 Cash dividends paid — — ( 18,594 ) — — — — — ( 18,594 ) Cumulative effect of adopting Accounting Standards Update ("ASU") No. 2022-02, net of tax — — 433 — — — — — 433 Distributions from deferred comp plans — 47 — — — — 138 ( 138 ) 47 Purchase of employee restricted shares to fund statutory tax withholding — — — — ( 1,667 ) — — — ( 1,667 ) Stock option exercises — ( 217 ) — — 1,007 — — — 790 Allocation of ESOP shares — 244 — — — 812 — — 1,056 Allocation of Stock Award Plan ("SAP") shares — 2,833 — — — — — — 2,833 Treasury shares issued due to acquisition — — — — — — — — — Allocation of stock options — 44 — — — — — — 44 Balance as of March 31, 2023 $ 832 $ 984,089 $ 940,533 $ ( 148,146 ) $ ( 127,814 ) $ ( 9,414 ) $ ( 3,289 ) $ 3,289 $ 1,640,080 See accompanying notes to unaudited consolidated financial statements. PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Changes in Stockholders’ Equity Three months ended March 31, 2024 (Unaudited) (Dollars in Thousands) For the three months ended March 31, 2024 COMMON STOCK ADDITIONAL PAID-IN CAPITAL RETAINED EARNINGS ACCUMULATED OTHER COMPREHENSIVE LOSS TREASURY STOCK UNALLOCATED ESOP SHARES COMMON STOCK ACQUIRED BY DEFERRED COMP PLANS DEFERRED COMPENSATION PLANS TOTAL STOCKHOLDERS’ EQUITY Balance as of December 31, 2023 832 989,058 974,542 ( 141,115 ) ( 127,825 ) ( 4,896 ) ( 2,694 ) 2,694 1,690,596 Net income — — 32,082 — — — — — 32,082 Other comprehensive loss, net of tax — — — ( 10,470 ) — — — — ( 10,470 ) Cash dividends paid — — ( 18,144 ) — — — — — ( 18,144 ) Distributions from deferred comp plans — 33 — — — — 148 ( 148 ) 33 Purchase of employee restricted shares to fund statutory tax withholding — — — — ( 1,237 ) — — — ( 1,237 ) Stock option exercises — — — — — — — — — Allocation of ESOP shares — ( 58 ) — — — 811 — — 753 Allocation of SAP shares — 1,521 — — — — — — 1,521 Allocation of stock options — 28 — — — — — — 28 Balance as of March 31, 2024 $ 832 $ 990,582 $ 988,480 $ ( 151,585 ) $ ( 129,062 ) $ ( 4,085 ) $ ( 2,546 ) $ 2,546 $ 1,695,162 See accompanying notes to unaudited consolidated financial statements. 6 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows Three months ended March 31, 2024 and 2023 (Unaudited) (Dollars in Thousands) Three months ended March 31, 2024 2023 Cash flows from operating activities: Net income $ 32,082 $ 40,536 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangibles 2,801 3,044 Provision charge for credit losses on loans and securities 186 6,001 Provision (benefit) charge for credit losses on off-balance sheet credit exposures ( 506 ) 739 Deferred tax expense 4,419 357 Amortization of operating lease right-of-use assets 2,627 2,628 Income on Bank-owned life insurance ( 1,817 ) ( 1,484 ) Net amortization of premiums and discounts on securities 1,824 1,824 Accretion of net deferred loan fees ( 1,866 ) ( 2,739 ) Amortization of premiums on purchased loans, net 50 48 Originations of loans held for sale ( 2,169 ) ( 6,776 ) Proceeds from sales of loans originated for sale 645 9,377 ESOP expense 753 1,056 Allocation of stock award expense 1,521 2,833 Allocation of stock option expense 28 44 Net gain on sale of loans ( 45 ) ( 778 ) Net loss on securities transactions 1 5 Net gain on sale of premises and equipment — ( 62 ) Net gain on sale of foreclosed assets ( 42 ) ( 2,280 ) Decrease (increase) in accrued interest receivable 289 ( 137 ) (Increase) decrease in other assets ( 13,379 ) 40,019 Increase (decrease) in other liabilities 14,007 ( 36,189 ) Net cash provided by operating activities 41,409 58,066 Cash flows from investing activities: Net decrease in loans 34,378 14,278 Purchases of loans — ( 1,026 ) Proceeds from sales of foreclosed assets 98 2,946 Proceeds from maturities, calls and paydowns of held to maturity debt securities 13,983 12,164 Purchases of investment securities held to maturity ( 5,743 ) ( 6,006 ) Proceeds from maturities, calls and paydowns of available for sale debt securities 40,891 43,081 Purchases of available for sale debt securities ( 30,775 ) ( 34,802 ) Proceeds from redemption of Federal Home Loan Bank stock 28,792 70,285 Purchases of Federal Home Loan Bank stock ( 27,325 ) ( 82,252 ) BOLI claim benefits received 820 1,397 Proceeds from sales of premises and equipment — 62 Purchases of premises and equipment ( 536 ) ( 613 ) Net cash provided by investing activities 54,583 19,514 Cash flows from financing activities: Net decrease in deposits ( 193,622 ) ( 265,667 ) Increase in mortgage escrow deposits 7,043 7,455 Cash dividends paid to stockholders ( 18,144 ) ( 18,594 ) 7 Three months ended March 31, 2024 2023 Purchase of employee restricted shares to fund statutory tax withholding ( 1,237 ) ( 1,667 ) Stock options exercised — 790 Proceeds from long-term borrowings — 482,445 Payments on long-term borrowings — ( 13,500 ) Net increase (decrease) in short-term borrowings 88,065 ( 221,497 ) Net cash used in financing activities ( 117,895 ) ( 30,235 ) Net (decrease) increase in cash and cash equivalents ( 21,903 ) 47,345 Cash and cash equivalents at beginning of period 180,185 186,438 Restricted cash at beginning of period 70 70 Total cash, cash equivalents and restricted cash at beginning of period 180,255 186,508 Cash and cash equivalents at end of period 158,282 233,783 Restricted cash at end of period 70 70 Total cash, cash equivalents and restricted cash at end of period $ 158,352 $ 233,853 Cash paid during the period for: Interest on deposits and borrowings $ 65,911 $ 33,809 Income taxes $ 1,317 $ 960 Transfer of loans receivable to foreclosed assets $ — $ 12,285 See accompanying notes to unaudited consolidated financial statements. 8 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies A. Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements include the accounts of Provident Financial Services, Inc. (the "Company") and its wholly owned subsidiary, Provident Bank (the “Bank") and its wholly owned subsidiaries. In preparing the interim unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and the consolidated statements of income for the periods presented. Actual results could differ from these estimates. The allowance for credit losses is a material estimate that is particularly susceptible to near-term change. The interim unaudited consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for all of 2024. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Additionally, certain comparative balances on the interim unaudited consolidated financial statements have been reclassified to conform to the current year’s presentation. These unaudited consolidated financial statements should be read in conjunction with the December 31, 2023 Annual Report to Stockholders on Form 10-K. B. Earnings Per Share The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three months ended March 31, 2024 and 2023 (dollars in thousands, except per share amounts): Three months ended March 31, 2024 2023 Net Income Weighted Average Common Shares Outstanding Per Share Amount Net Income Weighted Average Common Shares Outstanding Per Share Amount Net income $ 32,082 $ 40,536 Basic earnings per share: Income available to common stockholders $ 32,082 75,260,029 $ 0.43 $ 40,536 74,645,336 $ 0.54 Dilutive shares 15,631 57,191 Diluted earnings per share: Income available to common stockholders $ 32,082 75,275,660 $ 0.43 $ 40,536 74,702,527 $ 0.54 Anti-dilutive stock options and awards as of March 31, 2024 and 2023, totaling 1.4 million shares and 984,877 shares, respectively, were excluded from the earnings per share calculations. C. Loans Receivable and Allowance for Credit Losses The impact of utilizing the current expected credit loss ("CECL") methodology approach to calculate the allowance for credit losses on loans is significantly influenced by the composition, characteristics and quality of the Company’s loan portfolio, as well as the prevailing economic conditions and forecast utilized. Material changes to these and other relevant factors may result in greater volatility to the allowance for credit losses, and therefore, greater volatility to the Company’s reported earnings. For the three months ended March 31, 2024, an increase in specific reserves on impaired credits, partially offset by an improved 9 economic forecast for the current quarter within our CECL model, led to a provisions charge for credit losses, while a decrease in loans approved and awaiting closing led to a provision benefit for credit losses on off-balance sheet credit exposures. See Notes 4 and 10 to the Consolidated Financial Statements for more information on the allowance for credit losses on loans and off-balance sheet credit exposures. D. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired through purchase acquisitions. In accordance with GAAP, goodwill with an indefinite useful life is not amortized, but is evaluated for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment between annual measurement dates. Goodwill is analyzed for impairment at least once a year. As permitted by GAAP, the Company prepares a qualitative assessment in determining whether goodwill may be impaired. The factors considered in the assessment include macroeconomic conditions, industry and market conditions and overall financial performance of the Company, among others. The Company completed its most recent annual goodwill impairment test as of July 1, 2023. As of March 31, 2024, the Company performed a qualitative analysis of goodwill and concluded that no triggering events were identified and therefore a test for impairment between annual tests was not required. Note 2. Business Combinations Lakeland Bancorp, Inc. - Merger Agreement The Company received all regulatory approvals for its previously announced acquisition of Lakeland Bancorp, Inc. ("Lakeland"), subject to certain conditions and commitments (referred to as the “Regulatory Conditions”). The Regulatory Conditions include, but are not limited to: prior to consummation of the merger, the Company must complete the issuance of $ 200.0 million of Tier 2 qualifying subordinated debt; for three years following consummation of the merger, Provident Bank must maintain regulatory capital ratios at or above 8.50 % for Tier 1 Leverage Capital and 11.25 % for Total Risk Based Capital; and Provident Bank must maintain its commercial real estate concentrations (as a percent of capital and reserves) at levels at or below those forecasted in the pro forma financial projections that Provident Bank submitted to the FDIC. In connection with the acquisition, Lakeland Bank, a wholly owned subsidiary of Lakeland, will be merged with and into Provident Bank, a wholly owned subsidiary of the Company. As of March 31, 2024, Lakeland had, on a consolidated basis, $ 11.00 billion in total assets, which included $ 8.30 billion in total loans and $ 8.50 billion in total deposits, and operated 67 full-service banking offices in New Jersey. Under the merger agreement, each share of Lakeland common stock will be exchanged for 0.8319 shares, or approximately 55 million shares, of the Company's common stock plus cash in lieu of fractional shares. Provident stockholders will own approximately 58 % and Lakeland shareholders will own approximately 42 % of the combined company. Merger-related expenses, which is a separate line in non-interest expense on the Consolidated Statements of Income, totaled $ 2.2 million for the three months ended March 31, 2024 compared with $ 1.1 million for the three months ended March 31, 2023. Note 3. Investment Securities As of March 31, 2024, the Company had $ 1.67 billion and $ 354.7 million in available for sale debt securities and held to maturity debt securities, respectively. Many factors, including lack of liquidity in the secondary market for certain securities, variations in pricing information, changes in interest rates, regulatory actions, changes in the business environment or any changes in the competitive marketplace, could have an adverse effect on the Company’s investment portfolio. The total number of available for sale and held to maturity debt securities in an unrealized loss position as of March 31, 2024 totaled 954 , compared with 808 as of December 31, 2023. The increase in the number of securities in an unrealized loss position as of March 31, 2024 was due to higher current market interest rates compared to rates as of December 31, 2023. 10 Available for Sale Debt Securities The following tables present the amortized cost, gross unrealized gains, gross unrealized losses and the fair value for available for sale debt securities as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Amortized cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury obligations $ 276,863 — ( 24,476 ) 252,387 Agency-guaranteed obligations 22,392 1,126 — 23,518 Mortgage-backed securities 1,446,173 119 ( 186,411 ) 1,259,881 Asset-backed securities 29,978 702 ( 163 ) 30,517 State and municipal obligations 64,211 — ( 8,446 ) 55,765 Corporate obligations 50,425 — ( 6,187 ) 44,238 $ 1,890,042 1,947 ( 225,683 ) 1,666,306 December 31, 2023 Amortized cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury obligations $ 276,618 — ( 22,740 ) 253,878 Agency-guaranteed obligations 26,310 1,188 — 27,498 Mortgage-backed securities 1,462,159 377 ( 176,927 ) 1,285,609 Asset-backed securities 31,809 594 ( 168 ) 32,235 State and municipal obligations 64,454 — ( 7,870 ) 56,584 Corporate obligations 40,448 — ( 6,140 ) 34,308 $ 1,901,798 2,159 ( 213,845 ) 1,690,112 Accrued interest on available for sale debt securities, which is excluded from the amortized cost, totaled $ 5.2 million and $ 4.9 million as of March 31, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. The amortized cost and fair value of available for sale debt securities as of March 31, 2024, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities due to prepayment or early call privileges of the issuer. March 31, 2024 Amortized cost Fair value Due in one year or less $ — — Due after one year through five years 296,461 271,230 Due after five years through ten years 63,414 58,083 Due after ten years 83,994 77,112 $ 443,869 406,425 Investments which pay principal on a periodic basis totaling $ 1.50 billion at amortized cost and $ 1.31 billion at fair value are excluded from the table above as their expected lives are likely to be shorter than the contractual maturity date due to principal prepayments. For the three months ended March 31, 2024 and March 31, 2023, no securities were sold or called from the available for sale debt securities portfolio. The number of available for sale debt securities in an unrealized loss position as of March 31, 2024 totaled 434 , compared with 436 as of December 31, 2023. All securities in an unrealized loss position were investment grade as of March 31, 2024. 11 Held to Maturity Debt Securities The following tables present the amortized cost, gross unrealized gains, gross unrealized losses and the estimated fair value for held to maturity debt securities as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Amortized cost Gross unrealized gains Gross unrealized losses Fair value Treasury Obligations $ 5,767 — — 5,767 Agency-sponsored obligations 11,058 — ( 633 ) 10,425 State and municipal obligations 331,292 93 ( 12,315 ) 319,070 Corporate obligations 6,571 — ( 374 ) 6,197 $ 354,688 93 ( 13,322 ) 341,459 December 31, 2023 Amortized cost Gross unrealized gains Gross unrealized losses Fair value Treasury Obligations $ 5,146 1 — 5,147 Agency-sponsored obligations 11,058 — ( 652 ) 10,406 State and municipal obligations 339,816 244 ( 9,700 ) 330,360 Corporate obligations 7,091 — ( 403 ) 6,688 $ 363,111 245 ( 10,755 ) 352,601 The allowance for credit losses on held to maturity debt securities as of March 31, 2024 and December 31, 2023 was $ 17,000 and $ 31,000 , respectively, and are excluded from amortized cost in the tables above. Accrued interest on held to maturity debt securities, which is excluded from the amortized cost, totaled $ 2.4 million and $ 3.1 million as of March 31, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. The Company generally purchases securities for long-term investment purposes, and differences between amortized cost and fair value may fluctuate during the investment period. There were no sales of securities from the held to maturity debt securities portfolio for the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024, proceeds from calls on securities in the held to maturity debt securities portfolio totaled $ 1.2 million. As to these calls on securities, for the three months ended March 31, 2024, there were no gross gains and gross losses of $ 1,200 . For the three months ended March 31, 2023, proceeds from calls on securities in the held to maturity debt securities portfolio totaled $ 3.1 million with no gross gains and gross losses of $ 5,000 . The amortized cost and fair value of investment securities in the held to maturity debt securities portfolio as of March 31, 2024 by contractual maturity are shown below (in thousands). Expected maturities may differ from contractual maturities due to prepayment or early call privileges of the issuer. March 31, 2024 Amortized cost Fair value Due in one year or less $ 34,403 34,210 Due after one year through five years 181,204 177,227 Due after five years through ten years 114,993 110,547 Due after ten years 24,088 19,475 $ 354,688 341,459 The allowance for credit losses on held to maturity debt securities as of March 31, 2024 and December 31, 2023 was $ 17,000 and $ 31,000 , respectively, and are excluded from amortized cost in the table above. 12 The number of held to maturity debt securities in an unrealized loss position as of March 31, 2024 totaled 520 , compared with 372 as of December 31, 2023. The increase in the number of securities in an unrealized loss position as of March 31, 2024, was due to higher current market interest rates compared to rates as of December 31, 2023. Management measures expected credit losses on held to maturity debt securities on a collective basis by security type. Management classifies the held to maturity debt securities portfolio into the following security types: • Agency-sponsored obligations; • Mortgage-backed securities; • State and municipal obligations; and • Corporate obligations. All of the agency obligations held by the Company are issued by U.S. government entities and agencies. 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 majority of the state and municipal and corporate obligations carry credit ratings from the rating agencies as of March 31, 2024, that were no lower than an A rating and the Company had no securities rated BBB or worse by Moody’s Investors Service. Credit Quality Indicators. The following table provides the amortized cost of held to maturity debt securities by credit rating as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Total Portfolio AAA AA A BBB Not Rated Total Treasury obligations $ 5,767 — — — — 5,767 Agency-sponsored obligations 11,058 — — — — 11,058 State and municipal obligations 45,728 252,805 30,211 — 2,548 331,292 Corporate obligations 503 2,497 3,546 — 25 6,571 $ 63,056 255,302 33,757 — 2,573 354,688 December 31, 2023 Total Portfolio AAA AA A BBB Not Rated Total Treasury obligations $ 5,146 — — — — 5,146 Agency-sponsored obligations $ 11,058 — — — — 11,058 State and municipal obligations 43,749 156,438 137,231 — 2,398 339,816 Corporate obligations 504 2,510 4,052 — 25 7,091 $ 60,457 158,948 141,283 — 2,423 363,111 Credit quality indicators are metrics that provide information regarding the relative credit risk of debt securities. As of March 31, 2024, the held to maturity debt securities portfolio was comprised of 18 % rated AAA, 72 % rated AA, 10 % rated A, and less than 1 % either below an A rating or not rated by Moody’s Investors Service or Standard and Poor’s. Securities not explicitly rated, such as U.S. Government mortgage-backed securities, were grouped where possible under the credit rating of the issuer of the security. 13 Note 4. Loans Receivable and Allowance for Credit Losses Loans receivable as of March 31, 2024 and December 31, 2023 are summarized as follows (in thousands): March 31, 2024 December 31, 2023 Mortgage loans: Commercial $ 4,353,799 4,512,411 Multi-family 1,825,888 1,812,500 Construction 711,417 653,246 Residential 1,152,185 1,164,956 Total mortgage loans 8,043,289 8,143,113 Commercial loans 2,514,550 2,442,406 Consumer loans 295,125 299,164 Total gross loans 10,852,964 10,884,683 Premiums on purchased loans 1,439 1,474 Net deferred fees ( 11,696 ) ( 12,456 ) Total loans $ 10,842,707 10,873,701 Accrued interest on loans totaled $ 51.0 million and $ 50.9 million as of March 31, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. The following tables summarize the aging of loans receivable by portfolio segment and class of loans (in thousands): March 31, 2024 30-59 Days 60-89 Days Non-accrual Recorded Investment > 90 days accruing Total Past Due Current Total Loans Receivable Non-accrual loans with no related allowance Mortgage loans: Commercial $ 5,052 1,148 5,938 — 12,138 4,341,661 4,353,799 5,938 Multi-family 12,069 — 2,355 — 14,424 1,811,464 1,825,888 2,355 Construction — — — — — 711,417 711,417 — Residential 3,568 804 1,647 — 6,019 1,146,166 1,152,185 1,647 Total mortgage loans 20,689 1,952 9,940 — 32,581 8,010,708 8,043,289 9,940 Commercial loans 4,493 332 36,892 — 41,717 2,472,833 2,514,550 25,989 Consumer loans 803 755 760 — 2,318 292,807 295,125 760 Total gross loans $ 25,985 3,039 47,592 — 76,616 10,776,348 10,852,964 36,689 December 31, 2023 30-59 Days 60-89 Days Non-accrual Recorded Investment > 90 days accruing Total Past Due Current Total Loans Receivable Non-accrual loans with no related allowance Mortgage loans: Commercial $ 825 — 5,151 — 5,976 4,506,435 4,512,411 5,151 Multi-family 3,815 1,635 744 — 6,194 1,806,306 1,812,500 744 Construction — — 771 — 771 652,475 653,246 771 Residential 3,429 1,208 853 — 5,490 1,159,466 1,164,956 853 Total mortgage loans 8,069 2,843 7,519 — 18,431 8,124,682 8,143,113 7,519 Commercial loans 998 198 41,487 — 42,683 2,399,723 2,442,406 36,281 Consumer loans 875 275 633 — 1,783 297,381 299,164 633 Total gross loans $ 9,942 3,316 49,639 — 62,897 10,821,786 10,884,683 44,433 Included in loans receivable are loans for which the accrual of interest income has been discontinued due to deterioration in the financial condition of the borrowers. The principal amounts of these non-accrual loans were $ 47.6 million and $ 49.6 million as of March 31, 2024 and December 31, 2023, respectively. Included in non-accrual loans were $ 4.6 million and $ 23.2 million of 14 loans which were less than 90 days past due as of March 31, 2024 and December 31, 2023, respectively. There were no loans 90 days or greater past due and still accruing interest as of March 31, 2024 and December 31, 2023. The activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2024 and 2023 was as follows (in thousands): Three months ended March 31, Mortgage loans Commercial loans Consumer loans Total 2024 Balance at beginning of period $ 73,407 31,475 2,318 107,200 Provision charge (benefit) to operations ( 7,580 ) 7,924 ( 144 ) 200 Recoveries of loans previously charged-off 63 687 145 895 Loans charged-off — ( 1,794 ) ( 72 ) ( 1,866 ) Balance at end of period $ 65,890 38,292 2,247 106,429 2023 Balance at beginning of period $ 58,218 27,413 2,392 88,023 Cumulative effect of adopting ASU 2022-02 ( 510 ) ( 43 ) ( 41 ) ( 594 ) Provision charge to operations 6,212 ( 308 ) 96 6,000 Recoveries of loans previously charged-off 3 168 85 256 Loans charged-off ( 728 ) ( 113 ) ( 86 ) ( 927 ) Balance at end of period $ 63,195 27,117 2,446 92,758 For the three months ended March 31, 2024, the Company recorded a $ 200,000 provision for credit losses on loans, compared to a $ 6.0 million provision for the same period in 2023. The decrease in the provision for credit losses was largely a function of the period-over-period improvement in the economic forecast within our CECL model. For the three months ended March 31, 2024, net charge-offs totaled $ 971,000 . The following table summarizes the Company's gross charge-offs recorded during the three months ended March 31, 2024 by year of origination (in thousands): 2024 2023 2022 2021 2020 Prior to 2020 Total Loans Commercial loans $ — — — — 1,606 188 1,794 Consumer loans (1) 6 — — — — 1 7 Total gross loans $ 6 — — — 1,606 189 1,801 (1) During the three months ended March 31, 2024, charge-offs on consumer overdraft accounts totaled $ 65,000 , which are not included in the table above. The Company defines a loan individually evaluated for impairment as a non-homogeneous loan greater than $ 1.0 million, for which, based on current information, it is not expected to collect all amounts due under the contractual terms of the loan agreement. As of March 31, 2024, there were 14 loans totaling $ 40.1 million, compared to 17 loans totaling $ 42.3 million as of December 31, 2023, that were individually evaluated for impairment. A financial asset is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans deemed collateral-dependent, the Company estimates expected credit losses based on the collateral’s fair value less any selling costs. A specific allocation of the allowance for credit losses is established for each collateral-dependent loan with a carrying balance greater than the collateral’s fair value, less estimated selling costs. In most cases, the Company records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less estimated selling costs. The Company uses third-party appraisals to determine the fair value of the underlying collateral in its analysis of collateral-dependent loans. A third-party appraisal is generally ordered as soon as a loan is designated as a collateral-dependent loan and updated annually, or more frequently if required. At each fiscal quarter end, if a loan is designated as collateral-dependent and the third-party appraisal has not yet been received, an evaluation of all available collateral is made using the best information available at the time, including rent rolls, borrower financial statements and tax returns, prior appraisals, management’s knowledge of the market and collateral, and 15 internally prepared collateral valuations based upon market assumptions regarding vacancy and capitalization rates, each as and where applicable. Once the appraisal is received and reviewed, the specific reserves are adjusted to reflect the appraised value and evaluated for charge offs. The Company believes there have been no significant time lapses resulting from this process. As of March 31, 2024 and December 31, 2023, the Company had collateral-dependent loans with fair values of $ 20.9 million and $ 24.1 million secured by commercial real estate, respectively. Loan modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearance, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. In addition, management attempts to obtain additional collateral or guarantor support when modifying such loans. If the borrower has demonstrated performance under the previous terms and our underwriting process shows the borrower has the capacity to continue to perform under the restructured terms, the loan will continue to accrue interest. Non-accruing restructured loans may be returned to accrual status when there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible. The following illustrates the most common loan modifications by loan classes offered by the Company that are required to be disclosed pursuant to the requirements of ASU 2022-02: Loan Classes Modification types Commercial Term extension, interest rate reductions, payment delay, or combination thereof. These modifications extend the term of the loan, lower the payment amount, or otherwise delay payments during a defined period for the purpose of providing borrowers additional time to return to compliance with the original loan term. Residential Mortgage/ Home Equity Forbearance period greater than six months. These modifications require reduced or no payments during the forbearance period for the purpose of providing borrowers additional time to return to compliance with the original loan term, as well as term extension and rate adjustment. These modifications extend the term of the loan and provides for an adjustment to the interest rate, which reduces the monthly payment requirement. Direct Installment Term extension greater than three months. These modifications extend the term of the loan, which reduces the monthly payment requirement. In 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for troubled debt restructurings while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a modified retrospective basis. Upon adoption of this guidance, the Company no longer establishes a specific reserve for loan modifications to borrowers experiencing financial difficulty. Instead, these loan modifications are included in their respective pool and a projected loss rate is applied to the current loan balance to arrive at the quantitative and qualitative baseline portion of the allowance for credit losses. As a result, the Company recorded a $ 594,000 reduction to the allowance for credit losses, which resulted in a $ 433,000 cumulative effect adjustment increase, net of tax, to retained earnings. The following table presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2024 (in thousands): For the three months ended March 31, 2024 Term Extension Interest Rate Increase Interest Rate Reduction and Term Extension % of Total Class of Loans and Leases Commercial loans $ — 7,187 — 0.29 % Total gross loans $ — 7,187 — 0.07 % The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2024 (in thousands): 16 Weighted-Average Months of Term Extension Weighted-Average Rate Increase Commercial loans 0 2.00 % Total gross loans 0 2.00 % There were no loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2024, that subsequently defaulted. The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2024 (in thousands): Current 30-59 Days Past Due 60-89 Days Past Due 90 days or more Past Due Non- Accrual Total Commercial loans $ 7,187 — — — — 7,187 Total gross loans $ 7,187 — — — — 7,187 As allowed by CECL, loans acquired by the Company that experience more-than-insignificant deterioration in credit quality after origination, are classified as Purchased Credit Deteriorated ("PCD") loans. As of March 31, 2024, the balance of PCD loans totaled $ 160.6 million with a related allowance for credit losses of $ 1.6 million. The balance of PCD loans as of December 31, 2023 was $ 165.1 million with a related allowance for credit losses of $ 1.7 million. Management utilizes an internal nine-point risk rating system to summarize its loan portfolio into categories with similar risk characteristics. Loans deemed to be “acceptable quality” are rated 1 through 4, with a rating of 1 established for loans with minimal risk. Loans that are deemed to be of “questionable quality” are rated 5 (watch) or 6 (special mention). Loans with adverse classifications (substandard, doubtful or loss) are rated 7, 8 or 9, respectively. Commercial mortgage, commercial, multi-family and construction loans are rated individually, and each lending officer is responsible for risk rating loans in their portfolio. These risk ratings are then reviewed by the department manager and/or the Chief Lending Officer and by the Credit Department. The risk ratings are also reviewed periodically through loan review examinations which are currently performed by an independent third-party. Reports by the independent third-party are presented to the Audit Committee of the Board of Directors. The following table summarizes the Company's gross loans held for investment by year of origination and internally assigned credit grades as of March 31, 2024 and December 31, 2023 (in thousands): Gross Loans Held for Investment by Year of Origination as of March 31, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Revolving loans to term loans Total Loans Commercial Mortgage Special mention $ — — 10,807 3,027 27,854 10,185 — — 51,873 Substandard — — — — — 12,917 434 — 13,351 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — 10,807 3,027 27,854 23,102 434 — 65,224 Pass/Watch 82,138 467,001 871,658 714,153 440,477 1,614,950 85,869 12,329 4,288,575 Total Commercial Mortgage $ 82,138 467,001 882,465 717,180 468,331 1,638,052 86,303 12,329 4,353,799 Multi-family Special mention $ — — — 7,672 — — 7,672 Substandard — 1,630 — — — 726 — — 2,356 Doubtful — — — — — — — — — Loss — — — — — — — — — 17 Gross Loans Held for Investment by Year of Origination as of March 31, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Revolving loans to term loans Total Loans Total criticized and classified — 1,630 — — — 8,398 — — 10,028 Pass/Watch 38,438 268,370 171,591 237,488 290,644 802,436 5,299 1,594 1,815,860 Total Multi-Family $ 38,438 270,000 171,591 237,488 290,644 810,834 5,299 1,594 1,825,888 Construction Special mention $ — — — — — — — — — Substandard — — — — — — — — — Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — — — — — — — — Pass/Watch 9,304 70,036 359,176 189,056 68,915 14,930 — 711,417 Total Construction $ 9,304 70,036 359,176 189,056 68,915 14,930 — — 711,417 Residential (1) Special mention $ — — — — — 804 — — 804 Substandard — — — — — 1,647 — — 1,647 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — — — — 2,451 — — 2,451 Pass/Watch 9,893 95,128 139,459 197,548 192,575 515,131 — — 1,149,734 Total Residential $ 9,893 95,128 139,459 197,548 192,575 517,582 — — 1,152,185 Total Mortgage Special mention $ — — 10,807 3,027 27,854 18,661 — — 60,349 Substandard — 1,630 — — — 15,290 434 — 17,354 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — 1,630 10,807 3,027 27,854 33,951 434 — 77,703 Pass/Watch 139,773 900,535 1,541,884 1,338,245 992,611 2,947,447 91,168 13,923 7,965,586 Total Mortgage $ 139,773 902,165 1,552,691 1,341,272 1,020,465 2,981,398 91,602 13,923 8,043,289 Commercial Special mention $ — — 19,412 2,029 1,323 28,836 12,208 1,810 65,618 Substandard 440 183 16,153 20,520 11,123 13,125 19,402 496 81,442 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 440 183 35,565 22,549 12,446 41,961 31,610 2,306 147,060 Pass/Watch 97,203 304,171 328,052 258,014 160,269 627,503 506,347 85,931 2,367,490 Total Commercial $ 97,643 304,354 363,617 280,563 172,715 669,464 537,957 88,237 2,514,550 Consumer (1) Special mention $ — — — — — 50 662 43 755 Substandard — — — — — 282 388 90 760 Doubtful — — — — — — — — — 18 Gross Loans Held for Investment by Year of Origination as of March 31, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Revolving loans to term loans Total Loans Loss — — — — — — — — — Total criticized and classified — — — — — 332 1,050 133 1,515 Pass/Watch 3,566 27,452 25,786 17,943 3,397 95,074 107,303 13,089 293,610 Total Consumer $ 3,566 27,452 25,786 17,943 3,397 95,406 108,353 13,222 295,125 Total Loans Special mention $ — — 30,219 5,056 29,177 47,547 12,870 1,853 126,722 Substandard 440 1,813 16,153 20,520 11,123 28,697 20,224 586 99,556 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 440 1,813 46,372 25,576 40,300 76,244 33,094 2,439 226,278 Pass/Watch 240,542 1,232,158 1,895,722 1,614,202 1,156,277 3,670,024 704,818 112,943 10,626,686 Total Gross Loans $ 240,982 1,233,971 1,942,094 1,639,778 1,196,577 3,746,268 737,912 115,382 10,852,964 (1) For residential and consumer loans, the Company assigns internal credit grades based on the delinquency status of each loan. Gross Loans Held for Investment by Year of Origination as of December 31, 2023 2023 2022 2021 2020 2019 Prior to 2019 Revolving Loans Revolving loans to term loans Total Loans Commercial Mortgage Special mention $ — 10,926 3,048 28,511 10,558 24,598 4,500 — 82,141 Substandard 482 — — — — 9,599 434 — 10,515 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 482 10,926 3,048 28,511 10,558 34,197 4,934 — 92,656 Pass/Watch 628,709 883,149 677,464 470,257 470,971 1,166,205 90,760 32,240 4,419,755 Total Commercial Mortgage $ 629,191 894,075 680,512 498,768 481,529 1,200,402 95,694 32,240 4,512,411 Multi-family Special mention $ — — — — — 9,500 — — 9,500 Substandard 3,253 — — — — — — — 3,253 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 3,253 — — — — 9,500 — — 12,753 Pass/Watch 340,842 172,244 184,136 271,878 230,456 592,470 6,115 1,606 1,799,747 Total Multi-Family $ 344,095 172,244 184,136 271,878 230,456 601,970 6,115 1,606 1,812,500 Construction 19 Gross Loans Held for Investment by Year of Origination as of December 31, 2023 2023 2022 2021 2020 2019 Prior to 2019 Revolving Loans Revolving loans to term loans Total Loans Special mention $ — — — — — — — — — Substandard — — — — — 771 — — 771 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — — — — 771 — — 771 Pass/Watch 41,209 342,890 185,034 68,603 1,339 13,400 — — 652,475 Total Construction $ 41,209 342,890 185,034 68,603 1,339 14,171 — — 653,246 Residential (1) Special mention $ — — — — — 1,208 — — 1,208 Substandard — — — — — 1,285 — — 1,285 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — — — — 2,493 — — 2,493 Pass/Watch 96,259 141,683 200,111 195,964 89,654 438,792 — — 1,162,463 Total Residential $ 96,259 141,683 200,111 195,964 89,654 441,285 — — 1,164,956 Total Mortgage Special mention $ — 10,926 3,048 28,511 10,558 35,306 4,500 — 92,849 Substandard 3,735 — — — — 11,655 434 — 15,824 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 3,735 10,926 3,048 28,511 10,558 46,961 4,934 — 108,673 Pass/Watch 1,107,019 1,539,966 1,246,745 1,006,702 792,420 2,210,867 96,875 33,846 8,034,440 Total Mortgage $ 1,110,754 1,550,892 1,249,793 1,035,213 802,978 2,257,828 101,809 33,846 8,143,113 Commercial Special mention $ 450 17,008 9,338 2,409 152 22,752 23,333 687 76,129 Substandard 686 — 20,262 9,235 2,034 11,313 10,736 508 54,774 Doubtful 7,011 — — — — — — — 7,011 Loss — — — — — — — — — Total criticized and classified 8,147 17,008 29,600 11,644 2,186 34,065 34,069 1,195 137,914 Pass/Watch 358,578 316,015 318,416 131,647 143,677 493,191 471,962 71,006 2,304,492 Total Commercial $ 366,725 333,023 348,016 143,291 145,863 527,256 506,031 72,201 2,442,406 Consumer (1) Special mention $ — — — — — 97 178 — 275 Substandard — — — — 9 146 389 90 634 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — — — 9 243 567 90 909 20 Gross Loans Held for Investment by Year of Origination as of December 31, 2023 2023 2022 2021 2020 2019 Prior to 2019 Revolving Loans Revolving loans to term loans Total Loans Pass/Watch 29,083 26,098 18,101 3,459 14,375 85,383 108,431 13,325 298,255 Total Consumer $ 29,083 26,098 18,101 3,459 14,384 85,626 108,998 13,415 299,164 Total Loans Special mention $ 450 27,934 12,386 30,920 10,710 58,155 28,011 687 169,253 Substandard 4,421 — 20,262 9,235 2,043 23,114 11,559 598 71,232 Doubtful 7,011 — — — — — — — 7,011 Loss — — — — — — — — — Total criticized and classified 11,882 27,934 32,648 40,155 12,753 81,269 39,570 1,285 247,496 Pass/Watch 1,494,680 1,882,079 1,583,262 1,141,808 950,472 2,789,441 677,268 118,177 10,637,187 Total Gross Loans $ 1,506,562 1,910,013 1,615,910 1,181,963 963,225 2,870,710 716,838 119,462 10,884,683 (1) For residential and consumer loans, the Company assigns internal credit grades based on the delinquency status of each loan. Note 5. Deposits Deposits as of March 31, 2024 and December 31, 2023 are summarized as follows (in thousands): March 31, 2024 December 31, 2023 Savings $ 1,160,951 1,175,683 Money market 2,330,894 2,325,364 NOW (1) 3,520,794 3,492,184 Non-interest bearing 2,054,273 2,203,341 Certificates of deposit (2) 1,031,980 1,095,942 Total deposits $ 10,098,892 10,292,514 (1) Our insured cash sweep ("ICS") product totaled $ 512.2 million as of March 31, 2024 and are located within NOW accounts. (2) Time deposits equal to or in excess of $250,000, were $ 223.6 million and $ 218.5 million as of March 31, 2024 and December 31, 2023, respectively. Additionally, our reciprocal Certificate of Deposit Account Registry Service ("CDARS") product totaled $ 3.3 million as of March 31, 2024 and December 31, 2023. Within total deposits, brokered deposits totaled $ 75.7 million as of March 31, 2024. Note 6. Borrowed Funds Borrowed funds as of March 31, 2024 and December 31, 2023 are summarized as follows (in thousands): March 31, 2024 December 31, 2023 Securities sold under repurchase agreements $ 89,241 72,161 FHLB line of credit 149,000 148,000 FHLB advances 1,269,857 1,299,872 FRB BTFP Borrowing 550,000 450,000 Total Borrowed Funds $ 2,058,098 1,970,033 Total long-term borrowings totaled $ 305.2 million and $ 534.8 million as of March 31, 2024 and December 31, 2023, respectively, while total short-term borrowings totaled $ 1.75 billion and $ 1.44 billion for the same periods. As of March 31, 2024, FHLB advances were at fixed rates and mature between April 2024 and September 2027, and as of December 31, 2023, FHLB advances were at fixed rates with maturities between January 2024 and September 2027. These advances are secured by loans receivable under a blanket collateral agreement. 21 In March 2023, the Bank established a facility under the Bank Term Funding Program ("BTFP" or "Program") with the Federal Reserve Bank of New York ("FRBNY"). As of March 31, 2024, the Company had $ 550.0 million of advances under the Program. We elected to participate in the BTFP due to significant cost savings compared to other wholesale funding sources. The funding was used to pay off existing wholesale borrowings. The ability to prepay at any time without penalty also enhances our ability to manage our interest rate risk position. Scheduled maturities of FHLB advances and lines of credit as of March 31, 2024 are as follows (in thousands): 2024 Due in one year or less $ 1,363,650 Due after one year through two years 272,762 Due after two years through three years 282,445 Due after three years through four years 50,000 Thereafter — Total FHLB advances and overnight borrowings $ 1,968,857 Scheduled maturities of securities sold under repurchase agreements as of March 31, 2024 are as follows (in thousands): 2024 Due in one year or less $ 89,241 Thereafter — Total securities sold under repurchase agreements $ 89,241 The following tables set forth certain information as to borrowed funds for the periods ended March 31, 2024 and December 31, 2023 (in thousands): Maximum balance Average balance Weighted average interest rate March 31, 2024 Securities sold under repurchase agreements $ 89,241 77,928 1.86 % FHLB overnight borrowings 149,000 61,648 5.45 FHLB advances 1,299,867 1,262,614 3.11 FRB BTFP Borrowing 550,000 538,791 4.77 December 31, 2023 Securities sold under repurchase agreements $ 99,669 87,227 1.69 % FHLB overnight borrowings 500,000 262,289 5.29 FHLB advances 1,592,277 1,282,124 3.14 FRB BTFP Borrowing 450,000 4,932 4.83 Securities sold under repurchase agreements include arrangements with deposit customers of the Bank to sweep funds into short-term borrowings. The Bank uses available for sale debt securities to pledge as collateral for the repurchase agreements. As of March 31, 2024 and December 31, 2023, the fair value of securities pledged to secure public deposits, repurchase agreements, lines of credit and FHLB advances, totaled $ 993.4 million and $ 924.6 million, respectively. Additionally, as of March 31, 2024 and December 31, 2023, the par value of securities pledged to secure the BTFP was $ 580.0 million and $ 589.1 million. Interest expense on borrowings for the three months ended March 31, 2024 and 2023, was $ 17.4 million and $ 7.5 million, respectively. Note 7. Components of Net Periodic Benefit Cost The Bank has a noncontributory defined benefit pension plan covering its full-time employees who had attained age 21 with at least one year of service as of April 1, 2003. The pension plan was frozen on April 1, 2003. All participants in the Plan are 100 % vested. The pension plan’s assets are invested in investment funds and group annuity contracts currently managed by the Principal Financial Group and Allmerica Financial. 22 In addition to pension benefits, certain health care and life insurance benefits are currently made available to certain of the Bank’s retired employees. The costs of such benefits are accrued based on actuarial assumptions from the date of hire to the date the employee is fully eligible to receive the benefits. Effective January 1, 2003, eligibility for retiree health care benefits was frozen as to new entrants, and benefits were eliminated for employees with less than ten years of service as of December 31, 2002. Effective January 1, 2007, eligibility for retiree life insurance benefits was frozen as to new entrants and retiree life insurance benefits were eliminated for employees with less than ten years of service as of December 31, 2006. Net periodic (benefit) increase cost for pension benefits and other post-retirement benefits for the three and three months ended March 31, 2024 and 2023, includes the following components (in thousands): Three months ended March 31, Pension benefits Other post-retirement benefits 2024 2023 2024 2023 Service cost $ — — 3 3 Interest cost 289 302 135 150 Expected return on plan assets ( 778 ) ( 706 ) — — Amortization of prior service cost — — — — Amortization of the net loss (gain) 14 177 ( 530 ) ( 533 ) Net periodic (decrease) increase in benefit cost $ ( 475 ) ( 227 ) ( 392 ) ( 380 ) In its consolidated financial statements for the year ended December 31, 2023, the Company previously disclosed that it does not expect to contribute to the pension plan in 2024. As of March 31, 2024, no contributions have been made to the pension plan. The changes in net periodic benefit cost for pension benefits and other post-retirement benefits for the three months ended March 31, 2024 were calculated using the January 1, 2023 pension and other post-retirement benefits actuarial valuations. Note 8. Impact of Recent Accounting Pronouncements Accounting Pronouncements Adopted This Year In June 2022, FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. In addition, this update introduces new disclosure requirements to provide information about the contractual sales restriction including the nature and remaining duration of the restriction. This update will be effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2023, with early adoption in the interim period permitted. The Company adopted this standard on January 1, 2023 on a prospective basis; with no impact to the consolidated financial statements. Accounting Pronouncements Not Yet Adopted In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this ASU require improved annual income tax disclosures surrounding rate reconciliation, income taxes paid, and other disclosures. This update will be effective for financial statements issued for fiscal years beginning after December 15, 2024, with early adoption in the interim period permitted. The Company is currently evaluating the impact of this standard on the consolidated financial statements. Note 9. Contingencies The Company is involved in various litigation and claims arising in the normal course of business. Liabilities for loss contingencies arising from such litigation and claims are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. 23 On May 2, 2022, a purported class action complaint was filed against the Bank in the Superior Court of New Jersey, which alleges that the Bank wrongfully assessed overdraft fees related to debit card transactions. The complaint asserts claims for breach of contract and breach of the covenant of good faith and fair dealing as well as an alleged violation of the New Jersey Consumer Fraud Act. Plaintiff seeks to represent a proposed class of all the Bank's checking account customers who were charged overdraft fees on transactions that were authorized into a positive available balance. Plaintiff seeks unspecified damages, costs, attorneys’ fees, pre-judgment interest, an injunction, and other relief as the Court deems proper for the plaintiff and the proposed class. The Bank denies the allegations and is vigorously defending the matter. The parties had an initial mediation meeting on October 20, 2023, and the matter remains pending. Although the Bank is vigorously defending the litigation, the ultimate outcome of this litigation, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. As a result of this analysis, a $ 3.0 million charge was recorded in the fourth quarter of 2023 for estimated contingent litigation reserves. Note 10. Allowance for Credit Losses on Off-Balance Sheet Credit Exposures Management analyzes the Company's exposure to credit losses for both on-balance sheet and off-balance sheet activity using a consistent methodology for the quantitative framework as well as the qualitative framework. For purposes of estimating the allowance for credit losses for off-balance sheet credit exposures, the exposure that may default includes an estimated drawdown of unused credit based on historical credit utilization factors and current loss factors. For the three months ended March 31, 2024, the Company recorded a $ 506,000 provision benefit for credit losses on off-balance sheet credit exposures. For the three months ended March 31, 2023, the Company recorded a $ 739,000 provision charge for credit losses for off-balance sheet credit exposures. The $ 1.2 million decrease in the provision for the three months ended March 31, 2024, compared to the same period in 2023, was primarily due to a decrease in loans approved and awaiting closing. The allowance for credit losses for off-balance sheet credit exposures was $ 2.9 million as of March 31, 2024 and $ 3.4 million as of December 31, 2023, and is included in other liabilities on the Consolidated Statements of Financial Condition. Note 11. Fair Value Measurements The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. Where quoted market values in an active market are not readily available, management utilizes various valuation techniques to estimate fair value. Fair value is an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. However, in many instances fair value estimates may not be substantiated by comparison to independent markets and may not be realized in an immediate sale of the financial instrument. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Unadjusted quoted market prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. 24 The valuation techniques are based upon the unpaid principal balance only, and exclude any accrued interest or dividends at the measurement date. Interest income and expense and dividend income are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium. Assets and Liabilities Measured at Fair Value on a Recurring Basis The valuation techniques described below were used to measure fair value of financial instruments in the table below on a recurring basis as of March 31, 2024 and December 31, 2023. Available for Sale Debt Securities, at Fair Value For available for sale debt securities, fair value was estimated using a market approach. The majority of the Company’s securities are fixed income instruments that are not quoted on an exchange, but are traded in active markets. Prices for these instruments are obtained through third-party data service providers or dealer market participants with whom the Company has historically transacted both purchases and sales of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing, a Level 2 input, is a mathematical technique used principally to value certain securities to benchmark to comparable securities. The Company evaluates the quality of Level 2 matrix pricing through comparison to similar assets with greater liquidity and evaluation of projected cash flows. As management is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, management compares the prices received from the pricing service to a secondary pricing source. Additionally, management compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services has generally not resulted in an adjustment in the prices obtained from the pricing service. The Company also holds debt instruments issued by the U.S. government that are traded in active markets with readily accessible quoted market prices that are considered Level 1 within the fair value hierarchy. Equity Securities at Fair Value The Company holds equity securities that are traded in active markets with readily accessible quoted market prices that are considered Level 1 inputs. Derivatives The Company records all derivatives on the statements of financial condition at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. The Company has interest rate derivatives resulting from a service provided to certain qualified borrowers in a loan related transaction which, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. As such, all changes in fair value of these derivatives are recognized directly in earnings. The Company also uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges, and which satisfy hedge accounting requirements, involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. These derivatives were used to hedge the variable cash outflows associated with FHLBNY borrowings and brokered demand deposits. The change in the fair value of these derivatives is recorded in accumulated other comprehensive income (loss), and is subsequently reclassified into earnings in the period that the forecasted transactions affect earnings. The fair value of the Company's derivatives is determined using discounted cash flow analysis using observable market-based inputs, which are considered Level 2 inputs. Assets Measured at Fair Value on a Non-Recurring Basis The valuation techniques described below were used to estimate fair value of financial instruments measured on a non-recurring basis as of March 31, 2024 and December 31, 2023. Collateral-Dependent Impaired Loans 25 For loans measured for impairment based on the fair value of the underlying collateral, fair value was estimated using a market approach. The Company measures the fair value of collateral underlying impaired loans primarily through obtaining independent appraisals that rely upon quoted market prices for similar assets in active markets. These appraisals include adjustments, on an individual case-by-case basis, to comparable assets based on the appraisers’ market knowledge and experience, as well as adjustments for estimated costs to sell between 5 % and 10 %. Management classifies these loans as Level 3 within the fair value hierarchy. Foreclosed Assets Assets acquired through foreclosure or deed in lieu of foreclosure are carried at fair value, less estimated selling costs, which range between 5 % and 10 %. Fair value is generally based on independent appraisals that rely upon quoted market prices for similar assets in active markets. These appraisals include adjustments, on an individual case basis, to comparable assets based on the appraisers’ market knowledge and experience, and are classified as Level 3. When an asset is acquired, the excess of the loan balance over fair value less estimated selling costs is charged to the allowance for credit losses. A reserve for foreclosed assets may be established to provide for possible write-downs and selling costs that occur subsequent to foreclosure. Foreclosed assets are carried net of the related reserve. Operating results from real estate owned, including rental income, operating expenses, and gains and losses realized from the sales of real estate owned, are recorded as incurred. There were no changes to the valuation techniques for fair value measurements as of March 31, 2024 or December 31, 2023. 26 The following tables present the assets and liabilities reported on the consolidated statements of financial condition at their fair values as of March 31, 2024 and December 31, 2023, by level within the fair value hierarchy (in thousands): Fair Value Measurements at Reporting Date Using: March 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measured on a recurring basis: Available for sale debt securities: U.S. Treasury obligations $ 252,387 252,387 — — Agency-guaranteed obligations 23,518 — 23,518 — Mortgage-backed securities 1,259,881 — 1,259,881 — Asset-backed securities 30,517 — 30,517 — State and municipal obligations 55,765 — 55,765 — Corporate obligations 44,238 — 44,238 — Total available for sale debt securities 1,666,306 252,387 1,413,919 — Equity securities 1,341 1,341 — — Derivative assets 114,427 — 114,427 — $ 1,782,074 253,728 1,528,346 — Derivative liabilities $ 101,256 — 101,256 — Measured on a non-recurring basis: Loans measured for impairment based on the fair value of the underlying collateral $ 20,854 — — 20,854 Foreclosed assets 11,324 — — 11,324 $ 32,178 — — 32,178 Fair Value Measurements at Reporting Date Using: December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measured on a recurring basis: Available for sale debt securities: U.S. Treasury obligations $ 253,878 253,878 — — Agency-guaranteed obligations 27,498 — 27,498 — Mortgage-backed securities 1,285,609 — 1,285,609 — Asset-backed securities 32,235 — 32,235 — State and municipal obligations 56,584 — 56,584 — Corporate obligations 34,308 — 34,308 — Total available for sale debt securities 1,690,112 253,878 1,436,234 — Equity Securities 1,270 1,270 — — Derivative assets 101,754 — 101,754 — $ 1,793,136 255,148 1,537,988 — Derivative liabilities $ 88,835 — 88,835 — Measured on a non-recurring basis: Loans measured for impairment based on the fair value of the underlying collateral $ 24,139 — — 24,139 Foreclosed assets 11,651 — — 11,651 $ 35,790 — — 35,790 27 There were no transfers into or out of Level 3 during the three months ended March 31, 2024. Other Fair Value Disclosures The Company is required to disclose estimated fair value of financial instruments, both assets and liabilities on- and off- the balance sheet, for which it is practicable to estimate fair value. The following is a description of valuation methodologies used for those assets and liabilities. Cash and Cash Equivalents For cash and due from banks, federal funds sold and short-term investments, the carrying amount approximates fair value. As of March 31, 2024 and December 31, 2023, $ 70,000 was included in cash and cash equivalents, representing cash collateral pledged to secure loan level swaps and risk participation agreements. Held to Maturity Debt Securities For held to maturity debt securities, fair value was estimated using a market approach. The majority of the Company’s securities are fixed income instruments that are not quoted on an exchange, but are traded in active markets. Prices for these instruments are obtained through third party data service providers or dealer market participants with whom the Company has historically transacted both purchases and sales of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing, a Level 2 input, is a mathematical technique used principally to value certain securities to benchmark to comparable securities. Management evaluates the quality of Level 2 matrix pricing through comparison to similar assets with greater liquidity and evaluation of projected cash flows. As management is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, management compares the prices received from the pricing service to a secondary pricing source. Additionally, management compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services has generally not resulted in adjustment in the prices obtained from the pricing service. The Company also holds debt instruments issued by the U.S. government and U.S. government-sponsored agencies that are traded in active markets with readily accessible quoted market prices that are considered Level 1 within the fair value hierarchy. Federal Home Loan Bank of New York ("FHLBNY") Stock The carrying value of FHLBNY stock is its cost. The fair value of FHLBNY stock is based on redemption at par value. The Company classifies the estimated fair value as Level 1 within the fair value hierarchy. Loans Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial mortgage, residential mortgage, commercial, construction and consumer. Each loan category is further segmented into fixed and adjustable-rate interest terms and into performing and non-performing categories. The fair value of performing loans was estimated using a combination of techniques, including a discounted cash flow model that utilizes a discount rate that reflects the Company’s current pricing for loans with similar characteristics and remaining maturity, adjusted by an amount for estimated credit losses inherent in the portfolio at the balance sheet date (i.e. exit pricing). The rates take into account the expected yield curve, as well as an adjustment for prepayment risk, when applicable. The Company classifies the estimated fair value of its loan portfolio as Level 3. The fair value for significant non-performing loans was based on recent external appraisals of collateral securing such loans, adjusted for the timing of anticipated cash flows. The Company classifies the estimated fair value of its non-performing loan portfolio as Level 3. Deposits The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits and savings deposits, was equal to the amount payable on demand and classified as Level 1. The estimated fair value of certificates of deposit was based on the discounted value of contractual cash flows. The discount rate was estimated using the Company’s current rates offered for deposits with similar remaining maturities. The Company classifies the estimated fair value of its certificates of deposit portfolio as Level 2. 28 Borrowed Funds The fair value of borrowed funds was estimated by discounting future cash flows using rates available for debt with similar terms and maturities and is classified by the Company as Level 2 within the fair value hierarchy. Commitments to Extend Credit and Letters of Credit The fair value of commitments to extend credit and letters of credit was estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The Company classifies these commitments as Level 3 within the fair value hierarchy. Limitations Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include goodwill and other intangibles, deferred tax assets and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates. The following tables present the Company’s financial instruments at their carrying and fair values as of March 31, 2024 and December 31, 2023. Fair values are presented by level within the fair value hierarchy. 29 Fair Value Measurements as of March 31, 2024 Using: (Dollars in thousands) Carrying value Fair value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets: Cash and cash equivalents $ 158,352 158,352 158,352 — — Available for sale debt securities: U.S. Treasury obligations 252,387 252,387 252,387 — — Agency-guaranteed obligations 23,518 23,518 — 23,518 — Mortgage-backed securities 1,259,881 1,259,881 — 1,259,881 — Asset-backed securities 30,517 30,517 — 30,517 — State and municipal obligations 55,765 55,765 — 55,765 — Corporate obligations 44,238 44,238 — 44,238 — Total available for sale debt securities $ 1,666,306 1,666,306 252,387 1,413,919 — Held to maturity debt securities, net of allowance for credit losses: U.S. Treasury obligations 5,767 5,767 5,767 — — Agency-sponsored obligations 11,058 10,425 10,425 — — State and municipal obligations 331,278 319,070 — 319,070 — Corporate obligations 6,568 6,197 — 6,197 — Total held to maturity debt securities, net of allowance for credit losses $ 354,671 341,459 16,192 325,267 — FHLBNY stock 77,750 77,750 77,750 — — Equity Securities 1,341 1,341 1,341 — — Loans, net of allowance for credit losses 10,736,278 10,343,089 — — 10,343,089 Derivative assets 114,427 114,427 — 114,427 — Financial liabilities: Deposits other than certificates of deposits $ 9,066,912 9,066,912 9,066,912 — — Certificates of deposit 1,031,980 1,029,290 — 1,029,290 — Total deposits $ 10,098,892 10,096,202 9,066,912 1,029,290 — Borrowings 2,058,098 2,043,545 — 2,043,545 — Subordinated debentures 10,744 9,504 — 9,504 — Derivative liabilities 101,256 101,256 — 101,256 — 30 Fair Value Measurements as of December 31, 2023 Using: (Dollars in thousands) Carrying value Fair value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets: Cash and cash equivalents $ 180,255 180,255 180,255 — — Available for sale debt securities: U.S. Treasury obligations 253,878 253,878 253,878 — — Agency-guaranteed obligations 27,498 27,498 — 27,498 — Mortgage-backed securities 1,285,609 1,285,609 — 1,285,609 — Asset-backed securities 32,235 32,235 — 32,235 — State and municipal obligations 56,584 56,584 — 56,584 — Corporate obligations 34,308 34,308 — 34,308 — Total available for sale debt securities $ 1,690,112 1,690,112 253,878 1,436,234 — Held to maturity debt securities: U.S. Treasury obligations $ 5,146 5,147 5,147 — — Agency-sponsored obligations $ 11,058 10,406 10,406 — — State and municipal obligations 339,789 330,360 — 330,360 — Corporate obligations 7,087 6,688 — 6,688 — Total held to maturity debt securities $ 363,080 352,601 15,553 337,048 — FHLBNY stock 79,217 79,217 79,217 — — Equity Securities 1,270 1,270 1,270 — — Loans, net of allowance for credit losses 10,766,501 10,437,204 — — 10,437,204 Derivative assets 101,754 101,754 — 101,754 — Financial liabilities: Deposits other than certificates of deposits $ 9,196,572 9,196,572 9,196,572 — — Certificates of deposit 1,095,942 1,093,125 — 1,093,125 — Total deposits $ 10,292,514 10,289,697 9,196,572 1,093,125 — Borrowings 1,970,033 1,960,174 — 1,960,174 — Subordinated debentures 10,695 9,198 — 9,198 — Derivative liabilities 88,835 88,835 — 88,835 — 31 Note 12. Other Comprehensive (Loss) Income The following table presents the components of other comprehensive (loss), both gross and net of tax, for the three months ended March 31, 2024 and 2023 (in thousands): Three months ended March 31, 2024 2023 Before Tax Tax Effect After Tax Before Tax Tax Effect After Tax Components of Other Comprehensive Income: Unrealized gains and losses on available for sale debt securities: Net unrealized (losses) gains arising during the period $ ( 13,547 ) 3,590 ( 9,957 ) 28,588 ( 7,724 ) 20,864 Reclassification adjustment for gains included in net income — — — — — — Total ( 13,547 ) 3,590 ( 9,957 ) 28,588 ( 7,724 ) 20,864 Unrealized gains and losses on derivatives (cash flow hedges): Net unrealized gains (losses) arising during the period 4,605 ( 1,220 ) 3,385 ( 845 ) 229 ( 616 ) Reclassification adjustment for (gains) included in net income ( 4,175 ) 1,106 ( 3,069 ) ( 4,220 ) 1,140 ( 3,080 ) Total 430 ( 114 ) 316 ( 5,065 ) 1,369 ( 3,696 ) Amortization related to post-retirement obligations ( 1,128 ) 299 ( 829 ) ( 369 ) 100 ( 269 ) Total other comprehensive (loss) $ ( 14,245 ) 3,775 ( 10,470 ) 23,154 ( 6,255 ) 16,899 The following tables present the changes in the components of accumulated other comprehensive (loss), net of tax, for the three months ended March 31, 2024 and 2023 (in thousands): Changes in Accumulated Other Comprehensive (Loss) by Component, net of tax for the three months ended March 31, 2024 2023 Unrealized Losses on Available for Sale Debt Securities Post- Retirement Obligations Unrealized Gains on Derivatives (cash flow hedges) Accumulated Other Comprehensive (Loss) Unrealized Losses on Available for Sale Debt Securities Post- Retirement Obligations Unrealized Gains on Derivatives (cash flow hedges) Accumulated Other Comprehensive (Loss) Balance as of December 31, $ ( 154,489 ) 3,937 9,437 ( 141,115 ) ( 186,614 ) 1,572 19,997 ( 165,045 ) Current - period other comprehensive (loss) income ( 9,957 ) ( 829 ) 316 ( 10,470 ) 20,864 ( 269 ) ( 3,696 ) 16,899 Balance as of March 31, $ ( 164,446 ) 3,108 9,753 ( 151,585 ) ( 165,750 ) 1,303 16,301 ( 148,146 ) 32 The following tables summarize the reclassifications from accumulated other comprehensive (loss) to the consolidated statements of income for the three months ended March 31, 2024 and 2023 (in thousands): Reclassifications From Accumulated Other Comprehensive Income ("AOCI") Amount reclassified from AOCI for the three months ended March 31, Affected line item in the Consolidated Statement of Income 2024 2023 Details of AOCI: Available for sale debt securities: Realized net gains on the sale of securities available for sale $ — — Net gain on securities transactions — — Income tax expense $ — — Net of tax Cash flow hedges: Realized net gains on derivatives $ ( 4,175 ) ( 4,220 ) Interest expense 1,106 1,140 Income tax expense $ ( 3,069 ) ( 3,080 ) Post-retirement obligations: Amortization of actuarial gains $ ( 516 ) ( 356 ) Compensation and employee benefits (1) 137 96 Income tax expense Total reclassification $ ( 379 ) ( 260 ) Net of tax Total reclassifications $ ( 3,448 ) ( 3,340 ) Net of tax (1) This item is included in the computation of net periodic benefit cost. See Note 7. Components of Net Periodic Benefit Cost. 33 Note 13. Derivative and Hedging Activities The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through the management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities. Non-designated Hedges. Derivatives not designated in qualifying hedging relationships are not speculative and result from a service the Company provides to certain qualified commercial borrowers in loan related transactions which, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company may execute interest rate swaps with qualified commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. The interest rate swap agreement which the Company executes with the commercial borrower is collateralized by the borrower's commercial real estate financed by the Company. As the Company has not elected to apply hedge accounting and these interest rate swaps do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of March 31, 2024 and December 31, 2023, the Company had 152 and 154 loan related interest rate swaps with aggregate notional amounts of $ 2.23 billion and $ 2.30 billion, respectively. The Company periodically enters into risk participation agreements ("RPAs"), with the Company functioning as either the lead institution, or as a participant when another company is the lead institution on a commercial loan. These RPAs are entered into to manage the credit exposure on interest rate contracts associated with these loan participation agreements. Under the RPAs, the Company will either receive or make a payment in the event the borrower defaults on the related interest rate contract. The Company has minimum collateral posting thresholds with certain of its risk participation counterparties, and has posted collateral of $ 70,000 against the potential risk of default by the borrower under these agreements. For March 31, 2024 and December 31, 2023, the Company had 12 credit derivatives, respectively, with aggregate notional amounts of $ 188.4 million and $ 142.8 million, respectively, from participations in interest rate swaps as part of these loan participation arrangements. As of March 31, 2024, the asset and liability positions of these fair value credit derivatives totaled $ 9,000 and $ 5,000 , respectively, compared to $ 17,000 and $ 8,000 , respectively, as of December 31, 2023. Cash Flow Hedges of Interest Rate Risk. The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable payment amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Changes in the fair value of derivatives designated and that qualify as cash flow hedges of interest rate risk are recorded in accumulated other comprehensive (loss) income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2024 and 2023, such derivatives were used to hedge the variable cash outflows associated with FHLBNY borrowings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s borrowings or demand deposits. During the next twelve months, the Company estimates that $ 11.1 million will be reclassified as a reduction to interest expense. As of March 31, 2024, the Company had 7 outstanding interest rate derivatives with an aggregate notional amount of $ 375.0 million that were each designated as a cash flow hedge of interest rate risk, compared to 9 outstanding interest rate derivatives with an aggregate notional amount of $ 455.0 million, as of December 31, 2023. Assets and liabilities relating to certain financial instruments, including derivatives, may be eligible for offset in the Consolidated Statements of Financial Condition and/or subject to enforceable master netting arrangements or similar agreements. The Company does not offset asset and liabilities under such arrangements in the Consolidated Statements of Financial Condition. The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s financial instruments that are eligible for offset in the Consolidated Statements of Condition as of March 31, 2024 and December 31, 2023 (in thousands). 34 Fair Values of Derivative Instruments as of March 31, 2024 Asset Derivatives Liability Derivatives Notional Amount Consolidated Statements of Financial Condition Fair value (2) Notional Amount Consolidated Statements of Financial Condition Fair value (2) Derivatives not designated as a hedging instrument: Interest rate products $ 1,117,124 Other assets $ 103,206 1,117,124 Other liabilities 103,309 Credit contracts 46,151 Other assets 9 142,260 Other liabilities 5 Total derivatives not designated as a hedging instrument 103,215 103,314 Derivatives designated as a hedging instrument: Interest rate products 375,000 Other assets 14,237 — Other liabilities — Total gross derivative amounts recognized on the balance sheet 117,452 103,314 Gross amounts offset on the balance sheet — — Net derivative amounts presented on the balance sheet $ 117,452 103,314 Gross amounts not offset on the balance sheet: Financial instruments - institutional counterparties $ — — Cash collateral - institutional counterparties (1) 116,220 — Net derivatives not offset $ 1,232 103,314 35 Fair Values of Derivative Instruments as of December 31, 2023 Asset Derivatives Liability Derivatives Notional Amount Consolidated Statements of Financial Condition Fair value (2) Notional Amount Consolidated Statements of Financial Condition Fair value (2) Derivatives not designated as a hedging instrument: Interest rate products $ 1,152,200 Other assets $ 89,261 $ 1,152,200 Other liabilities 89,461 Credit contracts 46,359 Other assets 17 96,462 Other liabilities 8 Total derivatives not designated as a hedging instrument 89,278 89,469 Derivatives designated as a hedging instrument: Interest rate products 330,000 Other assets 15,886 125,000 Other liabilities 1,365 Total gross derivative amounts recognized on the balance sheet 105,164 90,834 Gross amounts offset on the balance sheet — — Net derivative amounts presented on the balance sheet $ 105,164 90,834 Gross amounts not offset on the balance sheet: Financial instruments - institutional counterparties $ — — Cash collateral - institutional counterparties (1) 101,328 — Net derivatives not offset $ 3,836 90,834 (1) Cash collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The application of the cash collateral cannot reduce the net derivative position below zero. Therefore, excess cash collateral, if any, is not reflected above. (2) The fair values related to interest rate products in the above net derivative tables show the total value of assets and liabilities, which include accrued interest receivable and accrued interest payable for the periods ended March 31, 2024 and December 31, 2023. The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income during the three months ended March 31, 2024 and 2023 (in thousands). Gain (loss) recognized in income on derivatives for the three months ended Consolidated Statements of Income March 31, 2024 March 31, 2023 Derivatives not designated as a hedging instrument: Interest rate products Other income $ 96 ( 74 ) Credit contracts Other income ( 3 ) 3 Total $ 93 ( 71 ) Derivatives designated as a hedging instrument: Interest rate products Interest (benefit) expense $ ( 4,175 ) ( 4,219 ) Total $ ( 4,175 ) ( 4,219 ) 36 The Company has agreements with certain of its dealer counterparties which contain a provision that if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be deemed in default on its derivative obligations. In addition, the Company has agreements with certain of its dealer counterparties which contain a provision that if the Company fails to maintain its status as a well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. As of March 31, 2024, the Company had four dealer counterparties and the Company was in a net asset position with respect to all of its counterparties. 37 Note 14. Revenue Recognition The Company generates revenue from several business channels. The guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) does not apply to revenue associated with financial instruments, including interest income on loans and investments, which comprise the majority of the Company's revenue. For the three months ended March 31, 2024, the out-of-scope revenue related to financial instruments was 88.7 % of the Company's total revenue, compared to 86.6 % for the three months ended March 31, 2023, respectively. Revenue-generating activities that are within the scope of Topic 606, are components of non-interest income. These revenue streams are generally classified into three categories: wealth management revenue, insurance agency income and banking service charges and other fees. The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three months ended March 31, 2024 and 2023 (in thousands): Three months ended March 31, 2024 2023 Non-interest income In-scope of Topic 606: Wealth management fees $ 7,488 6,915 Insurance agency income 4,793 4,102 Banking service charges and other fees: Service charges on deposit accounts 3,316 3,362 Debit card and ATM fees 688 706 Total banking service charges and other fees 4,004 4,068 Total in-scope non-interest income 16,285 15,085 Total out-of-scope non-interest income 4,522 7,067 Total non-interest income $ 20,807 22,152 Wealth management fee income represents fees earned from customers as consideration for asset management, investment advisory and trust services. The Company’s performance obligation is generally satisfied monthly and the resulting fees are recognized monthly. The fee is generally based upon the average market value of the assets under management for the month and the applicable fee rate. The monthly accrual of wealth management fees is recorded in other assets on the Company's Consolidated Statements of Financial Condition. Fees are received from the customer on a monthly basis. The Company does not earn performance-based incentives. To a lesser extent, optional services such as tax return preparation and estate settlement are also available to existing customers. The Company’s performance obligation for these transaction-based services is generally satisfied, and related revenue recognized, at either a point in time when the service is completed, or in the case of estate settlement, over a relatively short period of time, as each service component is completed. Insurance agency income, consisting of commissions and fees, is generally recognized as of the effective date of the insurance policy. Commission revenues related to installment billings are recognized on the invoice date. Subsequent commission adjustments are recognized upon the receipt of notification from insurance companies concerning matters necessitating such adjustments. Profit-sharing contingent commissions are recognized when determinable, which is generally when such commissions are received from insurance companies, or when the Company receives formal notification of the amount of such payments. Service charges on deposit accounts include account analysis fees and other deposit-related fees. These fees are generally transaction-based, or time-based services. The Company's performance obligation for these services is generally satisfied, and revenue recognized, at the time the transaction is completed, or the service rendered. Fees for these services are generally received from the customer either at the time of transaction, or monthly. Debit card and ATM fees are generally transaction-based. Debit card revenue is primarily comprised of interchange fees earned when a customer's Company card is processed through a card payment network. ATM fees are largely generated when a Company cardholder uses a non-Company ATM, or a non-Company cardholder uses a Company ATM. The Company's performance obligation for these services is satisfied when the service is rendered. Payment is generally received at the time of transaction or monthly. Out-of-scope non-interest income primarily consists of Bank-owned life insurance and net fees on loan level interest rate swaps, along with gains and losses on the sale of loans and foreclosed real estate, loan prepayment fees and loan servicing fees. None of these revenue streams are subject to the requirements of Topic 606. 38 Note 15. Leases The following table represents the consolidated statements of financial condition classification of the Company’s right-of use-assets and lease liabilities as of March 31, 2024 and December 31, 2023 (in thousands): Classification March 31, 2024 December 31, 2023 Lease Right-of-Use Assets: Operating lease right-of-use assets Other assets $ 55,506 56,907 Lease Liabilities: Operating lease liabilities Other liabilities $ 58,611 60,039 The calculated amount of the right-of-use assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the right-of-use asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception based upon the term of the lease. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was applied. All of the leases in which the Company is the lessee are classified as operating leases and are primarily comprised of real estate properties for branches and administrative offices with terms extending through 2040. As of March 31, 2024, the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases were 7.7 years and 2.71 %, respectively. The following tables represent lease costs and other lease information for the Company's operating leases. The variable lease cost primarily represents variable payments such as common area maintenance and utilities (in thousands): Three months ended March 31, 2024 Three months ended March 31, 2023 Lease Costs Operating lease cost $ 2,627 2,628 Variable lease cost 785 880 Total lease cost $ 3,412 3,508 Cash paid for amounts included in the measurement of lease liabilities: Three months ended March 31, 2024 Three months ended March 31, 2023 Operating cash flows from operating leases $ 2,557 2,349 39 Future minimum payments for operating leases with initial or remaining terms of one year or more as of March 31, 2024, were as follows (in thousands): Operating leases Twelve months ended: Remainder of 2024 $ 7,605 2025 9,701 2026 8,813 2027 7,985 2028 7,103 Thereafter 23,843 Total future minimum lease payments 65,050 Amounts representing interest 6,439 Present value of net future minimum lease payments $ 58,611