PROVIDENT FINANCIAL SERVICES INC 10-Q

Item 1. FINANCIAL STATEMENTS. PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Financial Condition September 30, 2024 (Unaudited) and December 31, 2023 (Dollars in Thousands) September 30, 2024 December 31, 2023 ASSETS Cash and due from banks $ 244,064 $ 180,241 Short-term investments 25 14 Total cash and cash equivalents 244,089 180,255 Available for sale debt securities, at fair value 2,725,110 1,690,112 Held to maturity debt securities, (net of $ 15,000 allowance as of September 30, 2024 (unaudited) and $ 31,000 allowance as of December 31, 2023) 332,021 363,080 Equity securities, at fair value 20,044 1,270 Federal Home Loan Bank stock 96,219 79,217 Loans held for sale 5,757 1,785 Loans held for investment 18,794,609 10,871,916 Less allowance for credit losses 191,175 107,200 Net loans 18,609,191 10,766,501 Foreclosed assets, net 9,801 11,651 Banking premises and equipment, net 124,955 70,998 Accrued interest receivable 89,866 58,966 Intangible assets 839,223 457,942 Bank-owned life insurance 403,648 243,050 Other assets 548,348 287,768 Total assets $ 24,042,515 $ 14,210,810 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Deposits: Demand deposits $ 13,548,480 $ 8,020,889 Savings deposits 1,671,209 1,175,683 Certificates of deposit of $250,000 or more 800,005 218,549 Other time deposits 2,356,491 877,393 Total deposits 18,376,185 10,292,514 Mortgage escrow deposits 48,007 36,838 Borrowed funds 2,214,512 1,970,033 Subordinated debentures 414,184 10,695 Other liabilities 368,569 210,134 Total liabilities 21,421,457 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, 137,565,966 shares issued and 130,448,599 shares outstanding as of September 30, 2024 and 75,537,186 outstanding as of December 31, 2023 1,376 832 Additional paid-in capital 1,871,343 989,058 Retained earnings 972,997 974,542 Accumulated other comprehensive (loss) income ( 93,049 ) ( 141,115 ) Treasury stock ( 129,148 ) ( 127,825 ) Unallocated common stock held by the Employee Stock Ownership Plan ( 2,461 ) ( 4,896 ) Common stock acquired by deferred compensation plans ( 2,247 ) ( 2,694 ) Deferred compensation plans 2,247 2,694 Total stockholders’ equity 2,621,058 1,690,596 Total liabilities and stockholders’ equity $ 24,042,515 $ 14,210,810 See accompanying notes to unaudited consolidated financial statements. 3 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Income Three and nine months ended September 30, 2024 and 2023 (Unaudited) (Dollars in Thousands, except per share data) Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Interest and dividend income: Real estate secured loans $ 197,857 $ 104,540 $ 461,632 $ 299,830 Commercial loans 81,183 33,806 175,815 93,915 Consumer loans 12,947 4,746 25,820 13,419 Available for sale debt securities, equity securities and Federal Home Loan Bank stock 25,974 11,886 58,698 34,748 Held to maturity debt securities 2,136 2,334 6,761 7,059 Due from banks, Federal funds sold and other short-term investments 2,425 885 5,466 2,678 Total interest income 322,522 158,197 734,192 451,649 Interest expense: Deposits 110,009 44,923 243,602 108,880 Borrowed funds 19,923 16,765 57,871 38,329 Subordinated debt 8,889 273 13,842 774 Total interest expense 138,821 61,961 315,315 147,983 Net interest income 183,701 96,236 418,877 303,666 Provision charge for credit losses 9,299 12,541 78,684 29,031 Net interest income after provision charge for credit losses 174,402 83,695 340,193 274,635 Non-interest income: Fees 9,816 6,132 24,426 18,294 Wealth management income 7,620 6,992 22,878 20,826 Insurance agency income 3,631 3,224 12,912 11,175 Bank-owned life insurance 4,308 1,820 9,448 4,838 Net gain (loss) on securities transactions 2 13 ( 2,972 ) 37 Other income 1,478 1,139 3,245 5,691 Total non-interest income 26,855 19,320 69,937 60,861 Non-interest expense: Compensation and employee benefits 63,468 35,702 158,404 109,724 Net occupancy expense 12,790 8,113 32,452 24,474 Data processing expense 10,481 5,312 25,698 16,536 FDIC insurance 4,180 1,628 9,553 5,688 Amortization of intangibles 12,231 720 19,420 2,231 Advertising and promotion expense 1,524 1,133 3,661 3,722 Merger-related expenses 15,567 2,289 36,684 5,349 Other operating expenses 15,761 10,728 37,352 31,761 Total non-interest expense 136,002 65,625 323,224 199,485 Income before income tax expense 65,255 37,390 86,906 136,011 Income tax expense 18,850 8,843 19,905 34,925 Net income $ 46,405 $ 28,547 $ 67,001 $ 101,086 Basic earnings per share $ 0.36 $ 0.38 $ 0.65 $ 1.35 Weighted average basic shares outstanding 129,941,845 74,909,083 102,819,042 74,793,530 Diluted earnings per share $ 0.36 $ 0.38 $ 0.65 $ 1.35 Weighted average diluted shares outstanding 130,004,870 74,914,205 102,845,261 74,816,606 See accompanying notes to unaudited consolidated financial statements. 4 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Comprehensive Income Three and nine months ended September 30, 2024 and 2023 (Unaudited) (Dollars in Thousands) Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Net income $ 46,405 $ 28,547 $ 67,001 $ 101,086 Other comprehensive income, net of tax: Unrealized gains and losses on available for sale debt securities: Net unrealized gains (losses) arising during the period 53,122 ( 31,224 ) 54,726 ( 25,086 ) Reclassification adjustment for losses included in net income — — 2,056 — Total 53,122 ( 31,224 ) 56,782 ( 25,086 ) Unrealized gains and losses on derivatives: Net unrealized (losses) gains arising during the period ( 3,395 ) 2,352 810 5,385 Reclassification adjustment for (gains) included in net income ( 2,450 ) ( 3,430 ) ( 7,980 ) ( 9,519 ) Total ( 5,845 ) ( 1,078 ) ( 7,170 ) ( 4,134 ) Amortization related to post-retirement obligations ( 362 ) ( 261 ) ( 1,546 ) ( 791 ) Total other comprehensive income (loss) 46,915 ( 32,563 ) 48,066 ( 30,011 ) Total comprehensive income (loss) $ 93,320 $ ( 4,016 ) $ 115,067 $ 71,075 See accompanying notes to unaudited consolidated financial statements. 5 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Changes in Stockholders’ Equity For the three and nine months ended September 30, 2024 (Unaudited) (Dollars in Thousands) For the three months ended September 30, 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 June 30, 2024 $ 1,376 $ 1,868,643 $ 957,979 $ ( 139,964 ) $ ( 129,115 ) $ ( 3,273 ) $ ( 2,398 ) $ 2,398 $ 2,555,646 Net income — — 46,405 — — — — — 46,405 Other comprehensive loss, net of tax — — — 46,915 — — — — 46,915 Cash dividends paid — — ( 31,387 ) — — — — — ( 31,387 ) Distributions from deferred comp plans — 39 — — — — 151 ( 151 ) 39 Purchases of treasury stock — — — — — — — — — Purchase of employee restricted shares to fund statutory tax withholding — — — — ( 33 ) — — — ( 33 ) Stock option exercises — — — — — — — — — Allocation of ESOP shares — 30 — — — 812 — — 842 Allocation of SAP shares — 2,614 — — — — — — 2,614 Shares issued due to acquisition — — — — — — — — — Allocation of stock options — 17 — — — — — — 17 Balance as of September 30, 2024 $ 1,376 $ 1,871,343 $ 972,997 $ ( 93,049 ) $ ( 129,148 ) $ ( 2,461 ) $ ( 2,247 ) $ 2,247 $ 2,621,058 For the nine months ended September 30, 2024 COMMONSTOCK 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 — — 67,001 — — — — — 67,001 Other comprehensive loss, net of tax — — — 48,066 — — — — 48,066 Cash dividends paid — — ( 68,546 ) — — — — — ( 68,546 ) Distributions from deferred comp plans — 102 — — — — 447 ( 447 ) 102 Purchase of employee restricted shares to fund statutory tax withholding — — — — ( 1,323 ) — — — ( 1,323 ) Stock option exercises — — — — — — — — — Allocation of ESOP shares — ( 151 ) — — — 2,435 — — 2,284 Allocation of SAP shares — 6,039 — — — — — — 6,039 Shares issued due to acquisition 544 876,234 — — — — — — 876,778 Allocation of stock options — 61 — — — — — — 61 Balance as of September 30, 2024 $ 1,376 $ 1,871,343 $ 972,997 $ ( 93,049 ) $ ( 129,148 ) $ ( 2,461 ) $ ( 2,247 ) $ 2,247 $ 2,621,058 See accompanying notes to unaudited consolidated financial statements. 6 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Changes in Stockholders’ Equity For the three and nine months ended September 30, 2023 (Unaudited) (Dollars in Thousands) For the three months ended September 30, 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 June 30, 2023 $ 832 $ 986,150 $ 954,403 $ ( 162,493 ) $ ( 127,818 ) $ ( 8,603 ) $ ( 3,150 ) $ 3,150 $ 1,642,471 Net income — — 28,547 — — — — — 28,547 Other comprehensive loss, net of tax — — — ( 32,563 ) — — — — ( 32,563 ) Cash dividends paid — — ( 18,148 ) — — — — — ( 18,148 ) Distributions from deferred comp plans — 36 — — — — 137 ( 137 ) 36 Purchases of treasury stock — — — — — — — — — Purchase of employee restricted shares to fund statutory tax withholding — — — — — — — — — Stock option exercises — — — — — — — — — Allocation of ESOP shares — ( 24 ) — — — 812 — — 788 Allocation of Stock Award Plan ("SAP") shares — 1,805 — — — — — — 1,805 Allocation of stock options — 34 — — — — — — 34 Balance as of September 30, 2023 $ 832 $ 988,001 $ 964,802 $ ( 195,056 ) $ ( 127,818 ) $ ( 7,791 ) $ ( 3,013 ) $ 3,013 $ 1,622,970 For the nine months ended September 30, 2023 COMMONSTOCK ADDITIONAL PAID-IN CAPITAL RETAINEDEARNINGS ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) 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 — — 101,086 — — — — — 101,086 Other comprehensive loss, net of tax — — — ( 30,011 ) — — — — ( 30,011 ) Cash dividends paid — — ( 54,875 ) — — — — — ( 54,875 ) Effect of adopting Cumulative effect of adopting Accounting Standards Update ("ASU") No. 2022-02, net of tax — — 433 — — — — — 433 Distributions from deferred comp plans — 115 — — — — 414 ( 414 ) 115 Purchases of treasury stock — — — — — — — — — Purchase of employee restricted shares to fund statutory tax withholding — — — — ( 1,671 ) — — — ( 1,671 ) Stock option exercises — ( 217 ) — — 1,007 — — — 790 Allocation of ESOP shares — 219 — — — 2,435 — — 2,654 Allocation of SAP shares — 6,635 — — — — — — 6,635 Allocation of stock options — 111 — — — — — — 111 Balance as of September 30, 2023 $ 832 $ 988,001 $ 964,802 $ ( 195,056 ) $ ( 127,818 ) $ ( 7,791 ) $ ( 3,013 ) $ 3,013 $ 1,622,970 See accompanying notes to unaudited consolidated financial statements. 7 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows Nine months ended September 30, 2024 and 2023 (Unaudited) (Dollars in Thousands) Nine months ended September 30, 2024 2023 Cash flows from operating activities: Net income $ 67,001 $ 101,086 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangibles 28,225 8,835 Provision charge for credit losses 78,684 29,031 Deferred tax benefit ( 1,020 ) ( 2,332 ) Amortization of operating lease right-of-use assets 9,539 7,890 Income on Bank-owned life insurance ( 9,448 ) ( 4,838 ) Net amortization of premiums and discounts on securities 4,939 6,088 Accretion of net deferred loan fees ( 5,219 ) ( 6,653 ) Amortization of premiums on purchased loans, net 204 170 Originations of loans held for sale ( 34,343 ) ( 12,227 ) Proceeds from sales of loans originated for sale 31,222 13,056 ESOP expense 2,284 2,654 Allocation of stock award expense 6,039 6,635 Allocation of stock option expense 61 111 Net gain on sale of loans ( 852 ) ( 1,071 ) Net loss (gain) on securities transactions 2,972 ( 37 ) Net gain on sale of premises and equipment — ( 197 ) Net gain on sale of foreclosed assets ( 204 ) ( 2,789 ) Increase in accrued interest receivable ( 3,658 ) ( 3,838 ) Increase in other assets ( 10,591 ) ( 23,596 ) Increase in other liabilities 21,258 9,101 Net cash provided by operating activities 187,093 127,079 Cash flows from investing activities: Net increase in loans ( 28,540 ) ( 420,331 ) Purchases of loans — ( 7,876 ) Proceeds from sales of foreclosed assets 426 3,485 Proceeds from maturities, calls and paydowns of held to maturity debt securities 43,083 28,576 Purchases of investment securities held to maturity ( 16,338 ) ( 11,978 ) Proceeds from sales of available for sale debt securities 568,360 — Proceeds from maturities, calls and paydowns of available for sale debt securities 238,642 146,965 Purchases of available for sale debt securities ( 182,960 ) ( 40,089 ) Proceeds from redemption of Federal Home Loan Bank stock 162,480 151,472 Purchases of Federal Home Loan Bank stock ( 179,482 ) ( 184,168 ) Cash received, net of cash consideration paid for acquisition 194,548 — BOLI claim benefits received 3,076 2,347 Proceeds from sales of premises and equipment — 62 Purchases of premises and equipment ( 2,803 ) ( 5,895 ) Net cash provided by (used in) investing activities 800,492 ( 337,430 ) Cash flows from financing activities: Net decrease in deposits ( 539,253 ) ( 421,625 ) 8 PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows Nine months ended September 30, 2024 and 2023 (Unaudited) (Dollars in Thousands) Nine months ended September 30, 2024 2023 Increase in mortgage escrow deposits 5,638 5,614 Cash dividends paid to stockholders ( 68,546 ) ( 54,875 ) Purchase of employee restricted shares to fund statutory tax withholding ( 1,323 ) ( 1,671 ) Stock options exercised — 790 Proceeds from subordinated debentures 221,181 — Proceeds from long-term borrowings — 508,805 Payments on long-term borrowings — ( 58,443 ) Net (decrease) increase in short-term borrowings ( 541,448 ) 234,517 Net cash (use in) provided by financing activities ( 923,751 ) 213,112 Net increase in cash and cash equivalents 63,834 2,761 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 244,019 189,199 Restricted cash at end of period 70 70 Total cash, cash equivalents and restricted cash at end of period $ 244,089 $ 189,269 Cash paid during the period for: Interest on deposits and borrowings $ 253,171 $ 143,223 Income taxes $ 35,444 $ 38,861 Non-cash investing activities: Initial recognition of operating lease right-of-use assets $ 14,742 $ — Initial recognition of operating lease liabilities $ 14,742 $ — Transfer of loans receivable to foreclosed assets $ — $ 15,131 Acquisitions: Non-cash assets acquired at fair value: Investment securities $ 1,632,106 $ — Loans held for sale 1,494 Loans held for investment 7,889,138 — Bank-owned life insurance 160,646 — Goodwill and other intangible assets 400,773 — Bank premises and equipment 60,578 — Other assets 269,252 — Total non-cash assets acquired at fair value $ 10,413,987 $ — Liabilities assumed Deposits $ 8,622,924 $ — Borrowings 785,927 — Subordinated debentures 180,198 — Other Liabilities 142,708 — Total liabilities assumed $ 9,731,757 $ — Common stock issued for acquisitions $ 876,778 $ — See accompanying notes to unaudited consolidated financial statements. 9 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 and nine months ended September 30, 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 and nine months ended September 30, 2024 and 2023 (dollars in thousands, except per share amounts): Three months ended September 30, 2024 2023 Net Income Weighted Average Common Shares Outstanding Per Share Amount Net Income Weighted Average Common Shares Outstanding Per Share Amount Net income $ 46,405 $ 28,547 Basic earnings per share: Income available to common stockholders $ 46,405 129,941,845 $ 0.36 $ 28,547 74,909,083 $ 0.38 Dilutive shares 63,025 5,122 Diluted earnings per share: Income available to common stockholders $ 46,405 130,004,870 $ 0.36 $ 28,547 74,914,205 $ 0.38 10 Nine months ended September 30, 2024 2023 Net Income Weighted Average Common Shares Outstanding Per Share Amount Net Income Weighted Average Common Shares Outstanding Per Share Amount Net income $ 67,001 $ 101,086 Basic earnings per share: Income available to common stockholders $ 67,001 102,819,042 $ 0.65 $ 101,086 74,793,530 $ 1.35 Dilutive shares 26,219 23,076 Diluted earnings per share: Income available to common stockholders $ 67,001 102,845,261 $ 0.65 $ 101,086 74,816,606 $ 1.35 Anti-dilutive stock options and awards as of September 30, 2024 and 2023, totaling 1.7 million shares and 1.2 million 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 and nine months ended September 30, 2024, an initial CECL provision for credit losses on loans and commitments to extend credit of $ 65.2 million was recorded as part of the Lakeland merger in accordance with GAAP requirements for accounting for business combinations. 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. 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. 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, 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 On May 16, 2024, the Company completed its merger with Lakeland Bancorp, Inc. ("Lakeland"), which added $ 10.91 billion to total assets, $ 7.91 billion to total loans, $ 8.62 billion to total deposits and 68 full-service banking offices in New Jersey and New York. The Company closed 13 of the acquired Lakeland banking offices and nine legacy Bank branches in the third quarter of 2024 due to geographic overlap. Under the merger agreement, each share of Lakeland common stock was converted into the right to receive 0.8319 shares of the Company's common stock, a total of 54,356,954 shares converted, plus cash in lieu of fractional shares. The total consideration paid for the acquisition of Lakeland was $ 876.8 million. In connection with the acquisition, Lakeland Bank, a wholly owned subsidiary of Lakeland, was merged with and into the Bank. The acquisition was accounted for under the acquisition method of accounting. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based upon their estimated fair values, net of tax. The excess of consideration paid over the estimated fair value of the net assets acquired totaled $ 190.9 million and was recorded as goodwill. 11 The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the merger date, net of cash consideration paid (in thousands): As of May 16, 2024 Assets acquired: Cash and cash equivalents, net $ 194,548 Available for sale debt securities 1,585,993 Federal Home Loan Bank stock 46,113 Loans held for sale 1,494 Loans held for investment 7,906,326 Allowance for credit losses on PCD loans ( 17,188 ) Loans, net 7,889,138 Bank-owned life insurance 160,646 Banking premises and equipment 60,578 Accrued interest receivable 27,241 Goodwill 190,858 Other intangibles assets 209,915 Other assets 242,011 Total assets acquired $ 10,608,535 Liabilities assumed: Deposits $ 8,622,924 Mortgage escrow deposits 5,532 Borrowed funds 785,927 Subordinated debentures 180,198 Other liabilities 137,176 Total liabilities assumed $ 9,731,757 Net assets acquired $ 876,778 The Company is in the process of finalizing its review of the acquired assets and liabilities, as a result of which certain adjustments to the recorded carrying values and goodwill may be required. There have been no adjustments to the recorded carrying values or goodwill made to-date. Fair Value Measurement of Assets Assumed and Liabilities Assumed The methods used to determine the fair value of the assets acquired and liabilities assumed in the Lakeland acquisition were as follows: Securities Available for Sale The estimated fair values of the available for sale debt securities, primarily comprised of U.S. government agency mortgage-backed securities and U.S. government agency and municipal bonds carried on Lakeland's balance sheet was confirmed using open market pricing provided by multiple independent securities brokers. Management reviewed the open market quotes used in pricing the securities and a fair value adjustment was not recorded on the investments. A fair value discount of $ 249.7 million was recorded on the investments. Loans Loans acquired from Lakeland were recorded at fair value, and there was no carryover related allowance for loan and lease losses. The fair values of loans acquired from Lakeland were estimated using the discounted cash flow method based on the remaining maturity and repricing terms. Cash flows were adjusted for expected losses and prepayments. Projected cash flows were then discounted to present value based on: the relative risk of the cash flows, taking into account the loan type, liquidity risk, the maturity of the loans, servicing costs, and a required return on capital; and monthly principal and interest cash flows 12 were discounted to present value and summed to arrive at the calculated value of the loans. The fair value of the acquired loans, not including allowance for credit losses on PCD loans totaled $ 7.91 billion. For loans acquired without evidence of more-than-insignificant deterioration in credit quality since origination, the Company recorded interest rate loan fair value and credit fair value adjustments. Loans were grouped into pools based on similar characteristics, such as loan type, fixed or adjustable interest rates, payment type, index rate and caps/floors, and non-accrual status. The loans were valued at the sub-pool level and were pooled at the summary level based on loan type. Market rates for similar loans were obtained from various internal and external data sources and reviewed by management for reasonableness. The average of these market rates was used as the fair value interest rate that a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value discount of $ 297.2 million. The Company used historical annual average charge-off percentages for banking institutions identified as peers of the Company and Lakeland combined as a market-participant proxy to develop the life-of-loan loss rates per loan type for the Non-PCD loans. The default and loss rates were then applied to the principal balance to arrive at the projected credit losses for each period, which resulted in a credit fair value discount of $ 82.4 million. Loans acquired that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. The Company evaluated acquired loans for deterioration in credit quality based on any of, but not limited to, the following: (1) non-accrual status; (2) modifications for borrowers experiencing financial difficulty; (3) risk ratings of watch, special mention, substandard or doubtful; and (4) loans greater than 59 days past due. At the acquisition date, an estimate of expected credit losses was made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This estimate of credit losses was calculated using management's best estimate of projected losses over the remaining life of the loans. This represents the portion of the loan balances that has been deemed uncollectible based on the Company’s expectations of future cash flows for each respective PCD loan pool, given the outlook and forecasts. The expected lifetime losses were calculated using historical losses observed at the Bank, Lakeland and peer banks. A $ 17.2 million allowance for credit losses was recorded on PCD loans. The interest rate fair value adjustment related to PCD loans will be substantially recognized as interest income on a level yield amortization or straight line method over the expected life of the loans. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present the fair value of the loans acquired (in thousands): Gross amortized cost basis as of May 16, 2024 $ 8,323,589 Interest rate fair value adjustment on all loans ( 330,540 ) Credit fair value adjustment on non-PCD loans ( 82,359 ) Charge-offs on PCD Loans at acquisition ( 4,364 ) Allowance for credit losses on PCD loans ( 17,188 ) Fair value of acquired loans, net, as of May 16, 2024 $ 7,889,138 The table below is a summary of the PCD loans that were acquired from Lakeland as of the closing date (in thousands): Gross amortized cost basis as of May 16, 2024 $ 564,147 Charge-offs on PCD Loans at acquisition ( 4,364 ) Interest component of expected cash flows (accretable difference) ( 33,365 ) Allowance for credit losses on PCD loans ( 17,188 ) Net PCD loans $ 509,230 Banking Premises and Equipment The Company acquired 68 branches from Lakeland, 29 of which were owned premises. The Company closed 13 of the acquired banking offices in the third quarter of 2024. The fair value of Lakeland’s premises was determined based upon independent third-party appraisals performed by licensed appraisers in the market in which the premises are located. Core Deposit Intangible The fair value of the core deposit intangible was measured using a discounted cash flow approach by comparing the all-in cost of less rate sensitive deposits against an alternative funding source. The discounted cash flow approach is used because there is 13 no reliable market participant data to support a market approach nor is there an effective measure to utilize the cost approach. To calculate the value of core deposits, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the cost of alternative funding sources by using an average of Federal Home Loan Bank of New York ("FHLBNY") advance rates and brokered CD rates as disclosed by market sources. The projected cash flows were developed using projected deposit attrition rates. The discount rate was calculated using the Capital Assets Pricing Model. The core deposit intangible totaled $ 209.2 million and is being amortized over its estimated life of approximately 10 years based on dollar weighted deposit runoff on an annualized basis. The core deposit intangible will be evaluated annually for impairment. Bank Owned Life Insurance ("BOLI") Lakeland's BOLI cash surrender value was $ 160.6 million with no fair value adjustment required. Time Deposits The fair value adjustment for time deposits represents a discount from the value of the contractual repayments of fixed-maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit discount of approximately $ 1.2 million is being amortized into income on a straight-line method over the contractual life of the deposits. Borrowings The fair value of FHLBNY advances was determined based on a discounted cash flow analysis using a discount rate derived from FHLBNY rates as of May 16, 2024. The cash flows of the advances were projected based on the scheduled payments of each advance. Subordinated Debentures At the valuation date, Lakeland had three outstanding trust preferred issuances and a subordinated debt issuance with an aggregate balance of $ 180.2 million, all of which was assumed by the Company on May 16, 2024 . The fair value of trust preferred and subordinated debt issuances was determined based on a discounted cash flow analysis using a discount rate commensurate with yields and terms of comparable issuances. The cash flows were projected through the remaining contractual term of the trust preferred issuance and based on the call date for the subordinated debt issuance. Merger-Related Expenses Merger-related expenses, which is a separate line in non-interest expense on the Consolidated Statements of Income, totaled $ 15.6 million and $ 36.7 million for the three and nine months ended September 30, 2024, respectively, compared with $ 2.3 million and $ 5.3 million for the three and nine months ended September 30, 2023. Note 3. Investment Securities As of September 30, 2024, the Company had $ 2.73 billion and $ 332.0 million in available for sale debt securities and held to maturity debt securities, respectively. The total number of available for sale and held to maturity debt securities in an unrealized loss position as of September 30, 2024 totaled 803 , compared with 808 as of December 31, 2023. The decrease in the number of securities in an unrealized loss position as of September 30, 2024, was due to lower current market interest rates compared to rates as of December 31, 2023, offset by the addition of Lakeland securities. 14 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 September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 Amortized cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury obligations $ 347,717 784 ( 15,707 ) 332,794 Government-agency obligations 143,883 1,809 ( 134 ) 145,558 Mortgage-backed securities 2,089,952 27,065 ( 145,598 ) 1,971,419 Asset-backed securities 48,638 653 ( 306 ) 48,985 State and municipal obligations 128,381 1,632 ( 6,796 ) 123,217 Corporate obligations 104,712 2,389 ( 3,964 ) 103,137 $ 2,863,283 34,332 ( 172,505 ) 2,725,110 December 31, 2023 Amortized cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury obligations $ 276,618 — ( 22,740 ) 253,878 Government-agency 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 $ 9.1 million and $ 4.9 million as of September 30, 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 September 30, 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. September 30, 2024 Amortized cost Fair value Due in one year or less $ 135,769 136,184 Due after one year through five years 351,144 335,267 Due after five years through ten years 113,511 111,792 Due after ten years 76,033 71,189 $ 676,457 654,432 Investments which pay principal on a periodic basis totaling $ 2.19 billion at amortized cost and $ 2.07 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 and nine months ended September 30, 2024, proceeds from sales on securities in the available for sale debt securities portfolio totaled $ 568.4 million, with no gains and $ 3.0 million of losses recognized. For the three and nine months ended September 30, 2023, there were no sales of securities from the available for sale debt securities portfolio. For the three and nine months ended September 30, 2024, proceeds from calls on securities in the available for sale debt securities portfolio totaled $ 780,000 with no gains and no losses recognized. For the three and nine months ended September 30, 2023, there were no proceeds from calls on securities in the available for sale debt securities portfolio. 15 The number of available for sale debt securities in an unrealized loss position as of September 30, 2024 totaled 438 , compared with 436 as of December 31, 2023. The increase in the number of securities in an unrealized loss position as of September 30, 2024, was primarily due to the addition of Lakeland, offset by lower current market interest rates as of December 31, 2023. All securities in an unrealized loss position were investment grade as of September 30, 2024. 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, excluding allowances for credit losses of $ 15,000 and $ 31,000 , as of September 30, 2024 and December 31, 2023, respectively (in thousands): September 30, 2024 Amortized cost Gross unrealized gains Gross unrealized losses Fair value Government-agency obligations $ 9,999 — ( 347 ) 9,652 State and municipal obligations 315,503 895 ( 9,947 ) 306,451 Corporate obligations 6,534 — ( 195 ) 6,339 $ 332,036 895 ( 10,489 ) 322,442 December 31, 2023 Amortized cost Gross unrealized gains Gross unrealized losses Fair value Treasury obligations $ 5,146 1 — 5,147 Government-agency 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 Accrued interest on held to maturity debt securities, which is excluded from the amortized cost, totaled $ 2.2 million and $ 3.1 million as of September 30, 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 and nine months ended September 30, 2024 and 2023. For the three and nine months ended September 30, 2024, proceeds from calls on securities in the held to maturity debt securities portfolio totaled $ 2.1 million and $ 4.6 million, respectively. For the three months ended September 30, 2024, there were no gross gains or gross losses, while for the nine months ended September 30, 2024, there were no gross gains, while gross losses totaled $ 1,200 related to these calls on securities. For the three and nine months ended September 30, 2023, proceeds from calls on securities in the held to maturity debt securities portfolio totaled $ 3.2 million and $ 9.8 million, respectively. For the three months ended September 30, 2023, gross gains totaled $ 16,000 with gross losses of $ 3,000 , while for the nine months ended September 30, 2023, gross gains totaled $ 45,000 , with gross losses of $ 8,000 , related to calls on these securities. The amortized cost and fair value of investment securities in the held to maturity debt securities portfolio by contractual maturity, excluding an allowance for credit losses of $ 15,000 , as of September 30, 2024 are shown below (in thousands). Expected maturities may differ from contractual maturities due to prepayment or early call privileges of the issuer. September 30, 2024 Amortized cost Fair value Due in one year or less $ 39,173 38,867 Due after one year through five years 170,343 168,735 Due after five years through ten years 100,793 97,028 Due after ten years 21,727 17,812 $ 332,036 322,442 16 The number of held to maturity debt securities in an unrealized loss position as of September 30, 2024 totaled 365 , compared with 372 as of December 31, 2023. The decrease in the number of securities in an unrealized loss position as of September 30, 2024, was due to lower current market interest 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: • Government-agency 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 September 30, 2024 that were no lower than an A rating and the Company had no securities rated BBB or worse by Moody’s Ratings ("Moody's"). Credit Quality Indicators. The following table provides the amortized cost of held to maturity debt securities by credit rating as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 Total Portfolio AAA AA A BBB Not Rated Total Government-agency obligations $ 9,999 — — — — 9,999 State and municipal obligations 45,194 238,885 28,989 — 2,435 315,503 Corporate obligations 501 2,472 3,536 25 6,534 $ 55,694 241,357 32,525 — 2,460 332,036 December 31, 2023 Total Portfolio AAA AA A BBB Not Rated Total Treasury obligations $ 5,146 — — — — 5,146 Government-agency 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 September 30, 2024, the held to maturity debt securities portfolio was comprised of 17 % rated AAA, 73 % rated AA, 10 % rated A, and less than 1 % either below an A rating or not rated by Moody’s or Standard and Poor’s. Securities not explicitly rated, such as U.S. government issued mortgage-backed securities, were grouped where possible under the credit rating of the issuer of the security. 17 Note 4. Loans Receivable and Allowance for Credit Losses Loans held for investment as of September 30, 2024 and December 31, 2023 are summarized as follows (in thousands): September 30, 2024 December 31, 2023 Mortgage loans: Commercial $ 7,342,456 4,512,411 Multi-family 3,226,918 1,812,500 Construction 873,509 653,246 Residential 2,032,671 1,164,956 Total mortgage loans 13,475,554 8,143,113 Commercial loans 4,710,601 2,440,621 Consumer loans 623,709 299,164 Total gross loans 18,809,864 10,882,898 Premiums on purchased loans 1,362 1,474 Net deferred fees ( 16,617 ) ( 12,456 ) Total loans $ 18,794,609 10,871,916 As of September 30, 2024 and December 31, 2023, the Company had loans held for sale of $ 5.8 million and $ 1.8 million, respectively. Accrued interest on loans totaled $ 78.8 million and $ 50.9 million as of September 30, 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 held for investment by portfolio segment and class of loans (in thousands): September 30, 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 $ 430 641 13,969 — 15,040 7,327,416 7,342,456 13,969 Multi-family — — 7,578 — 7,578 3,219,340 3,226,918 7,578 Construction — — 13,151 — 13,151 860,358 873,509 13,151 Residential 5,020 1,991 5,211 — 12,222 2,020,449 2,032,671 5,211 Total mortgage loans 5,450 2,632 39,909 — 47,991 13,427,563 13,475,554 39,909 Commercial loans 1,952 1,240 48,592 — 51,784 4,658,817 4,710,601 30,237 Consumer loans 4,073 606 1,433 — 6,112 617,597 623,709 1,433 Total gross loans $ 11,475 4,478 89,934 — 105,887 18,703,977 18,809,864 71,579 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 2,397,938 2,440,621 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 10,820,001 10,882,898 44,433 Included in loans held for investment 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 $ 89.9 million 18 and $ 49.6 million as of September 30, 2024 and December 31, 2023, respectively. Included in non-accrual loans were $ 27.7 million and $ 23.2 million of loans which were less than 90 days past due as of September 30, 2024 and December 31, 2023, respectively. There were no loans 90 days or greater past due and still accruing interest as of September 30, 2024 and December 31, 2023. The amount of cash basis interest income that was recognized on impaired loans for the three and nine months ended September 30, 2024 was not material. The activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands): Three months ended September 30, Mortgage loans Commercial loans Consumer loans Total 2024 Balance at beginning of period $ 135,312 48,003 5,016 188,331 Provision charge (benefit) to operations 855 8,973 ( 228 ) 9,600 Recoveries of loans previously charged-off 16 513 139 668 Loans charged-off ( 808 ) ( 6,495 ) ( 121 ) ( 7,424 ) Balance at end of period $ 135,375 50,994 4,806 191,175 2023 Balance at beginning of period $ 69,940 29,707 2,426 102,073 Provision charge (benefit) to operations 4,619 6,436 ( 55 ) 11,000 Recoveries of loans previously charged-off 101 405 88 594 Loans charged-off ( 3 ) ( 6,019 ) ( 82 ) ( 6,104 ) Balance at end of period $ 74,657 30,529 2,377 107,563 Nine months ended September 30, Mortgage loans Commercial loans Consumer loans Total 2024 Balance at beginning of period $ 73,407 31,475 2,318 107,200 Initial allowance on credit loans related to PCD loans 10,628 6,070 490 17,188 Provision charge to operations 52,066 21,935 1,853 75,854 Recoveries of loans previously charged-off 82 2,025 419 2,526 Loans charged-off ( 808 ) ( 10,511 ) ( 274 ) ( 11,593 ) Balance at end of period $ 135,375 50,994 4,806 191,175 2023 Balance at beginning of period $ 58,218 27,413 2,392 88,023 Cumulative effect of adopting Accounting Standards Update ("ASU") No. 2022-02 ( 510 ) ( 43 ) ( 41 ) ( 594 ) Provision charge (benefit) charge to operations 17,573 9,898 ( 71 ) 27,400 Recoveries of loans previously charged-off 107 706 347 1,160 Loans charged-off ( 731 ) ( 7,445 ) ( 250 ) ( 8,426 ) Balance at end of period $ 74,657 30,529 2,377 107,563 For the three and nine months ended September 30, 2024, the Company recorded a $ 9.6 million and a $ 75.9 million provision for credit losses on loans, respectively. The increases in provision for both periods was primarily attributable to an initial CECL provision for credit losses on loans of $ 60.1 million recorded as part of the Lakeland merger in accordance with GAAP requirements for accounting for business combinations. For the three months ended September 30, 2024, net charge-offs totaled $ 6.8 million, which was primarily attributable to one commercial loan. For the nine months ended September 30, 2024, net charge-offs totaled $ 9.1 million, which was primarily attributable to two commercial loans. 19 The following table summarizes the Company's gross charge-offs recorded during the three months ended September 30, 2024 by year of origination (in thousands): 2024 2023 2022 2021 2020 Prior to 2020 Total Loans Mortgage loans: Commercial $ — — — — — 801 801 Residential — — 7 — — — 7 Total mortgage loans — — 7 — — 801 808 Commercial loans — 42 — 6,453 — — 6,495 Consumer loans (1) 7 — — 4 — 7 19 Total gross loans $ 7 42 7 6,457 — 808 7,321 (1) During the three months ended September 30, 2024, charge-offs on consumer overdraft accounts totaled $ 103,000 , which are not included in the table above. The following table summarizes the Company's gross charge-offs recorded during the nine months ended September 30, 2024 by year of origination (in thousands): 2024 2023 2022 2021 2020 Prior to 2020 Total Loans Mortgage loans: Commercial $ — — — — — 801 801 Residential — — 7 — — — 7 Total mortgage loans — — 7 — — 801 808 Commercial loans — 41 157 8,500 1,606 207 10,511 Consumer loans (1) 20 — — 5 — 9 34 Total gross loans $ 20 41 164 8,505 1,606 1,017 11,353 (1) During the nine months ended September 30, 2024, charge-offs on consumer overdraft accounts totaled $ 240,000 , which are not included in the table above. The following table summarizes the Company's gross charge-offs recorded during the three months ended September 30, 2023 by year of origination (in thousands): 2023 2022 2021 2020 2019 Prior to 2019 Total Loans Mortgage loans: Residential $ — — — — — 3 3 Total mortgage loans — — — — — 3 3 Commercial loans — — — 5,000 — 1,019 6,019 Consumer loans (1) 7 — — — — — 7 Total gross loans $ 7 — — 5,000 — 1,022 6,029 (1) During the three months ended September 30, 2023, charge-offs on consumer overdraft accounts totaled $ 75,000 , which is not included in the table above. 20 The following table summarizes the Company's gross charge-offs recorded during the nine months ended September 30, 2023 by year of origination (in thousands): 2023 2022 2021 2020 2019 Prior to 2019 Total Loans Mortgage loans: Commercial $ — — — — — 707 707 Residential — — — — — 24 24 Total mortgage loans — — — — — 731 731 Commercial loans — — — 5,000 — 2,445 7,445 Consumer loans (1) 16 — — — — 13 29 Total gross loans $ 16 — — 5,000 — 3,189 8,205 (1) During the nine months ended September 30, 2023, charge-offs on consumer overdraft accounts totaled $ 221,000 , which is 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 September 30, 2024, there were 27 loans totaling $ 74.0 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 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 not been any significant time lapses since the receipt of the most recent appraisals. As of September 30, 2024 and December 31, 2023, the Company had collateral-dependent loans with fair values of $ 13.3 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. 21 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. At adoption, 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 tables present the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 (in thousands): For the three months ended September 30, 2024 Term Extension Interest Rate Reduction Interest Rate Reduction and Term Extension % of Total Class of Loans Mortgage loans: Commercial $ — 1,045 — 0.01 % Multi-family — 1,297 — 0.04 % Total mortgage loans — 2,342 — 0.02 % Commercial loans — 5,743 962 0.14 % Total gross loans $ — 8,085 962 0.05 % 22 For the nine months ended September 30, 2024 Term Extension Interest Rate Reduction Interest Rate Reduction and Term Extension % of Total Class of Loans Mortgage loans: Commercial $ — 1,045 — 0.01 % Multi-family — 1,297 — 0.04 % Total mortgage loans — 2,342 — 0.02 % Commercial loans — 5,743 9,759 0.33 % Total gross loans $ — 8,085 9,759 0.09 % The following tables present the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2023 (in thousands): For the three months ended September 30, 2023 Term Extension Interest Rate Reduction Interest Rate Reduction and Term Extension % of Total Class of Loans Mortgage loans: Multi-family $ — — 1,508 0.08 % Total mortgage loans — — 1,508 0.02 % Total gross loans $ — — 1,508 0.01 % For the nine months ended September 30, 2023 Term Extension Interest Rate Reduction Interest Rate Reduction and Term Extension % of Total Class of Loans Mortgage loans: Multi-family $ — — 1,508 0.08 % Total mortgage loans — — 1,508 0.02 % Commercial loans 3,771 — 1,250 0.21 % Total gross loans $ 3,771 — 2,758 0.06 % The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three months ended September 30, 2024 (in thousands): Weighted-Average Months of Term Extension Weighted-Average Rate Increase Mortgage loans: Commercial 2 4.41 % Multi-family 0 5.00 % Total mortgage loans 2 4.41 % Commercial loans 3 — % Total gross loans 3 1.23 % 23 The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the nine months ended September 30, 2024 (in thousands): Weighted-Average Months of Term Extension Weighted-Average Rate Increase Mortgage loans: Commercial 2 4.41 % Multi-family 0 5.00 % Total mortgage loans 2 4.41 % Commercial loans 0 0.81 % Total gross loans 0 1.05 % The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three months ended September 30, 2023 (in thousands): Weighted-Average Months of Term Extension Weighted-Average Rate Change Mortgage loans: Multi-family 2 2.23 % Total mortgage loans 2 2.23 % Total gross loans 2 2.23 % The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the nine months ended September 30, 2023 (in thousands): Weighted-Average Months of Term Extension Weighted-Average Rate Change Mortgage loans: Multi-family 2 2.23 % Total mortgage loans 2 2.23 % Commercial loans 10 0.20 % Total gross loans 9 0.61 % There were no loan modifications made to borrowers experiencing financial difficulty that subsequently defaulted during the three and nine months ended September 30, 2024 and September 30, 2023, respectively. The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty during the twelve months ended September 30, 2024 (in thousands): Current 30-59 Days Past Due 60-89 Days Past Due 90 days or more Past Due Non- Accrual Total Mortgage loans: Commercial $ 1,045 $ — $ — $ — $ — $ 1,045 Multi-family 481 94 402 320 — 1,297 Total mortgage loans 1,526 94 402 320 — 2,342 Commercial loans 9,562 — — 88 5,852 15,502 Total gross loans $ 11,088 94 402 408 5,852 17,844 24 The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty during the nine months ended September 30, 2023 (in thousands): Current 30-59 Days Past Due 60-89 Days Past Due 90 days or more Past Due Non- Accrual Total Mortgage loans: Multi-family $ 1,508 — — — — 1,508 Total mortgage loans 1,508 — — — — 1,508 Commercial loans 5,021 — — — — 5,021 Total gross loans $ 6,529 — — — — 6,529 Loans acquired by the Company that experienced more-than-insignificant deterioration in credit quality after origination, are classified as PCD loans. As of September 30, 2024, the balance of PCD loans totaled $ 619.7 million with a related allowance for credit losses of $ 14.9 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. In connection with the Lakeland merger, the Company evaluated acquired loans for deterioration in credit quality based on any of, but not limited to, the following: (1) non-accrual status; (2) modifications for borrowers experiencing financial difficulty; (3) risk ratings of watch, special mention, substandard or doubtful; and (4) loans greater than 59 days past due. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. Additionally for PCD loans, an allowance for credit losses was calculated using management's best estimate of projected losses over the remaining life of the loans. This represents the portion of the loan balances that has been deemed uncollectible based on the Company’s expectations of future cash flows for each respective PCD loan pool, given the outlook and forecasts inclusive of related fiscal and regulatory interventions. The expected lifetime losses were calculated using historical losses observed at the Bank, Lakeland and peer banks. A $ 17.2 million allowance for credit losses was recorded on PCD loans acquired from Lakeland. The interest rate fair value adjustment related to PCD loans will be substantially recognized as interest income on a level yield or straight line method over the expected life of the loans. The table below is a summary of the PCD loans that were acquired from Lakeland as of the closing date (in thousands): Gross amortized cost basis as of May 16, 2024 $ 564,147 Charge-offs on PCD Loans at acquisition ( 4,364 ) Interest component of expected cash flows (accretable difference) ( 33,365 ) Allowance for credit losses on PCD loans ( 17,188 ) Net PCD loans $ 509,230 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 independent third-parties. Reports by the independent third-parties are presented to the Audit Committee of the Board of Directors. 25 The following table summarizes the Company's gross loans held for investment by year of origination and internally assigned credit grades as of September 30, 2024 and December 31, 2023 (in thousands): Gross Loans Held for Investment by Year of Origination as of September 30, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Revolving loans to term loans Total Loans Commercial Mortgage Special mention $ — 2,173 10,935 7,955 15,296 73,885 9,388 — 119,632 Substandard 3,044 — 7,335 — 20,533 41,020 300 200 72,432 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 3,044 2,173 18,270 7,955 35,829 114,905 9,688 200 192,064 Pass/Watch 240,321 767,731 1,450,448 1,034,115 876,924 2,358,191 391,077 31,585 7,150,392 Total Commercial Mortgage $ 243,365 769,904 1,468,718 1,042,070 912,753 2,473,096 400,765 31,785 7,342,456 Multi-family Special mention $ — — — — — 23,905 — — 23,905 Substandard — 1,591 — 1,053 — 4,933 — — 7,577 Doubtful — — — — — — — — Loss — — — — — — — — — Total criticized and classified — 1,591 — 1,053 — 28,838 — — 31,482 Pass/Watch 61,788 395,924 539,077 478,048 492,860 1,095,257 121,751 10,731 3,195,436 Total Multi-Family $ 61,788 397,515 539,077 479,101 492,860 1,124,095 121,751 10,731 3,226,918 Construction Special mention $ — — — — — — — — — Substandard — — — 12,251 — — — — 12,251 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — — 12,251 — — — — 12,251 Pass/Watch 64,502 243,596 352,621 133,821 38,507 17,924 7,971 2,316 861,258 Total Construction $ 64,502 243,596 352,621 146,072 38,507 17,924 7,971 2,316 873,509 Residential (1) Special mention $ 403 254 353 — — 861 — — 1,871 Substandard — 511 343 902 230 2,403 619 — 5,008 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 403 765 696 902 230 3,264 619 — 6,879 Pass/Watch 8,621 345,785 434,484 335,645 278,190 586,735 36,332 — 2,025,792 Total Residential $ 9,024 346,550 435,180 336,547 278,420 589,999 36,951 — 2,032,671 26 Gross Loans Held for Investment by Year of Origination as of September 30, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Revolving loans to term loans Total Loans Total Mortgage Special mention $ 403 2,427 11,288 7,955 15,296 98,651 9,388 — 145,408 Substandard 3,044 2,102 7,678 14,206 20,763 48,356 919 200 97,268 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 3,447 4,529 18,966 22,161 36,059 147,007 10,307 200 242,676 Pass/Watch 375,232 1,753,036 2,776,630 1,981,629 1,686,481 4,058,107 557,131 44,632 13,232,878 Total Mortgage $ 378,679 1,757,565 2,795,596 2,003,790 1,722,540 4,205,114 567,438 44,832 13,475,554 Commercial Special mention $ — — 31,609 4,085 2,865 28,813 18,831 3,520 89,723 Substandard 6,827 4,906 47,220 47,572 23,603 19,859 27,328 1,208 178,523 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 6,827 4,906 78,829 51,657 26,468 48,672 46,159 4,728 268,246 Pass/Watch 481,439 359,972 614,192 407,695 279,100 894,034 1,209,528 196,395 4,442,355 Total Commercial $ 488,266 364,878 693,021 459,352 305,568 942,706 1,255,687 201,123 4,710,601 Consumer (1) Special mention $ — — — — — 454 227 — 681 Substandard — — 8 9 — 339 555 45 956 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — 8 9 — 793 782 45 1,637 Pass/Watch 70,141 76,293 86,780 54,927 16,093 136,170 168,550 13,118 622,072 Total Consumer $ 70,141 76,293 86,788 54,936 16,093 136,963 169,332 13,163 623,709 Total Loans Special mention $ 403 2,427 42,897 12,040 18,161 127,918 28,446 3,520 235,812 Substandard 9,871 7,008 54,906 61,787 44,366 68,554 28,802 1,453 276,747 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified 10,274 9,435 97,803 73,827 62,527 196,472 57,248 4,973 512,559 Pass/Watch 926,812 2,189,301 3,477,602 2,444,251 1,981,674 5,088,311 1,935,209 254,145 18,297,305 Total Gross Loans $ 937,086 2,198,736 3,575,405 2,518,078 2,044,201 5,284,783 1,992,457 259,118 18,809,864 (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 27 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 $ — 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 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 — — — — — — — — — 28 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 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 358,578 316,015 318,416 131,647 143,677 491,406 471,962 71,006 2,302,707 Total Commercial $ 366,725 333,023 348,016 143,291 145,863 525,471 506,031 72,201 2,440,621 Consumer (1) Special mention $ — — — — — 97 178 — 275 Substandard — — — — 9 146 389 90 634 Doubtful — — — — — — — — — Loss — — — — — — — — — Total criticized and classified — — — — 9 243 567 90 909 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 2,787,656 677,268 118,177 10,635,402 Total Gross Loans $ 1,506,562 1,910,013 1,615,910 1,181,963 963,225 2,868,925 716,838 119,462 10,882,898 (1) For residential and consumer loans, the Company assigns internal credit grades based on the delinquency status of each loan. 29 Note 5. Deposits Deposits as of September 30, 2024 and December 31, 2023 are summarized as follows (in thousands): September 30, 2024 December 31, 2023 Savings $ 1,671,209 1,175,683 Money market 3,356,291 2,325,364 NOW (1) 6,412,750 3,492,184 Non-interest bearing 3,779,439 2,203,341 Certificates of deposit (2) 3,156,496 1,095,942 Total deposits $ 18,376,185 10,292,514 (1) The Bank's insured cash sweep product totaled $ 1.14 billion and $ 520.2 million as of September 30, 2024 and December 31, 2023, respectively, and are reported within NOW accounts. (2) Time deposits equal to or in excess of $250,000, were $ 800.0 million and $ 218.5 million as of September 30, 2024 and December 31, 2023, respectively. Additionally, the Bank's reciprocal Certificate of Deposit Account Registry Service product totaled $ 3.8 million and $ 3.3 million as of September 30, 2024 and December 31, 2023, respectively. Within total deposits, brokered deposits totaled $ 207.0 million and $ 165.7 million as of September 30, 2024 and December 31, 2023, respectively. Note 6. Borrowed Funds Borrowed funds as of September 30, 2024 and December 31, 2023 are summarized as follows (in thousands): September 30, 2024 December 31, 2023 Securities sold under repurchase agreements $ 108,045 72,161 FHLBNY line of credit 358,000 148,000 FHLBNY advances (1) 1,194,200 1,299,872 FRBNY BTFP Borrowing 550,000 450,000 Total borrowed funds $ 2,210,245 1,970,033 (1) The balance at September 30, 2024 for FHLBNY advances does not include $ 4.3 million of purchase accounting adjustments resulting from the Lakeland acquisition. Total long-term borrowings totaled $ 660.2 million and $ 534.8 million as of September 30, 2024 and December 31, 2023, respectively, while total short-term borrowings totaled $ 1.55 billion and $ 1.44 billion for the same periods. As of September 30, 2024, FHLBNY advances were at fixed rates and mature between October 2024 and September 2027, and as of December 31, 2023, FHLBNY 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. In March 2023, the Company established a facility under the Bank Term Funding Program ("BTFP" or "Program") with the Federal Reserve Bank of New York ("FRBNY"). As of September 30, 2024, the Company had $ 550.0 million of advances under the Program. The Company 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 FHLBNY advances, FRBNY BTFP borrowings and lines of credit as of September 30, 2024 are as follows (in thousands): 30 2024 Due in one year or less $ 1,441,965 Due after one year through two years 85,235 Due after two years through three years 575,000 Due after three years through four years — Thereafter — Total FHLBNY advances, FRBNY BTFP borrowings and overnight borrowings $ 2,102,200 Scheduled maturities of securities sold under repurchase agreements as of September 30, 2024 are as follows (in thousands): 2024 Due in one year or less $ 108,045 Thereafter — Total securities sold under repurchase agreements $ 108,045 The following tables set forth certain information as to borrowed funds for the periods ended September 30, 2024 and December 31, 2023 (in thousands): Maximum balance Average balance Weighted average interest rate September 30, 2024 Securities sold under repurchase agreements $ 117,323 97,999 2.02 % FHLBNY overnight borrowings 567,000 118,522 5.60 FHLBNY advances 1,469,152 1,309,764 3.34 FRBNY BTFP Borrowing 550,000 546,277 4.78 December 31, 2023 Securities sold under repurchase agreements $ 99,669 87,227 1.69 % FHLBNY overnight borrowings 500,000 262,289 5.29 FHLBNY advances 1,592,277 1,282,124 3.14 FRBNY 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 September 30, 2024 and December 31, 2023, the fair value of securities pledged to secure public deposits, repurchase agreements, lines of credit and FHLBNY advances, totaled $ 1.01 billion and $ 924.6 million, respectively. Additionally, as of September 30, 2024 and December 31, 2023, the par value of securities pledged to secure BTFP borrowings was $ 558.6 million and $ 589.1 million. Interest expense on borrowings for the three and nine months ended September 30, 2024 amounted to $ 19.9 million and $ 57.9 million, respectively. Amortization related to purchase accounting on FHLBNY advances totaled $ 552,000 and $ 828,000 for the three and nine months ended September 30, 2024, respectively. Interest expense on borrowings for the three and nine months ended September 30, 2023 amounted to $ 16.8 million and $ 38.3 million, respectively. Note 7. Subordinated Debentures On May 9, 2024, the Company issued $ 225.0 million of 9.00 % Fixed-to-Floating Rate subordinated notes (the "Notes") due 2034, resulting in net proceeds of $ 221.2 million. The notes bear interest at an initial rate of 9.00 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2024. The last interest payment date for the fixed rate period will be May 15, 2029. From and including May 15, 2029 to, but excluding May 15, 2034 or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be three-Month term Secured Overnight Financing Rate ("SOFR")), each as defined in and subject to the provisions of the Indenture, plus 476.5 basis points, payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, commencing on August 15, 2029. The debt is included in Tier 2 capital for the Company. Debt issuance costs totaled $ 3.8 million and are being amortized to maturity. Amortization expense on these costs for the three and nine months ended September 30, 2024 amounted to $ 185,000 and $ 284,000 , respectively. 31 On May 16, 2024, the Company assumed Lakeland’s obligations with respect to $ 150.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due September 15, 2031. The notes bear interest at a rate of 2.875 % until September 15, 2026, and will then reset quarterly to the then current Benchmark rate, which is expected to be the three-month term SOFR plus a spread of 220 basis points. 1st Constitution Capital Trust II, a non-consolidated subsidiary of the Company acquired as part of the Lakeland acquisition and a Delaware statutory business trust established on June 15, 2006, issued $ 18.0 million of variable rate capital trust pass-through securities to investors. In accordance with FASB ASC 810, Consolidation, 1st Constitution Capital Trust II is not included in our consolidated financial statements. Lakeland Bancorp Capital Trust II, a non-consolidated subsidiary of the Company acquired as part of the Lakeland acquisition and a Delaware statutory business trust established in June 2003, issued $ 20.0 million of variable rate capital trust pass-through securities to investors. In accordance with FASB ASC 810, Consolidation, Lakeland Bancorp Capital Trust II is not included in our consolidated financial statements. Lakeland Bancorp Capital Trust IV, a non-consolidated subsidiary of the Company acquired as part of the Lakeland acquisition and a Delaware statutory business trust established in May 2007, issued $ 20.0 million of variable rate capital trust pass-through securities to investors. In accordance with FASB ASC 810, Consolidation, Lakeland Bancorp Capital Trust IV is not included in our consolidated financial statements. On August 3, 2015, Lakeland acquired and extinguished $ 10.0 million of Lakeland Bancorp Capital Trust IV debentures. Sussex Capital Trust II, a non-consolidated subsidiary of the Company acquired as part of the SB One acquisition and a Delaware statutory business trust established on June 28, 2007, issued $ 12.5 million of variable rate capital trust pass-through securities to investors. In accordance with FASB ASC 810, Consolidation, Sussex Capital Trust II is not included in our consolidated financial statements. Note 8. 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. 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 nine months ended September 30, 2024 and 2023 includes the following components (in thousands): Three months ended September 30, Nine months ended September 30, Pension benefits Other post-retirement benefits Pension benefits Other post-retirement benefits 2024 2023 2024 2023 2024 2023 2024 2023 Service cost $ — — 2 3 $ — — 8 9 Interest cost 288 302 135 150 866 906 405 450 Expected return on plan assets ( 778 ) ( 706 ) — — ( 2,334 ) ( 2,118 ) — — Amortization of prior service cost — — — — — — — — Amortization of the net loss (gain) 15 177 ( 529 ) ( 532 ) 43 531 ( 1,589 ) ( 1,598 ) Net periodic (decrease) in benefit cost $ ( 475 ) ( 227 ) ( 392 ) ( 379 ) $ ( 1,425 ) ( 681 ) ( 1,176 ) ( 1,139 ) 32 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 September 30, 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 and nine months ended September 30, 2024 were calculated using the January 1, 2023 pension and other post-retirement benefits actuarial valuations. Note 9. Contingencies The Company is involved in various litigation and claims arising in the normal course of business. 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 asserted 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 sought 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. The Bank denied each and every substantive allegation asserted in the civil action. The parties mediated the matter on May 28, 2024. The Bank admitted no wrongdoing and will receive a complete release of all claims asserted in the action. It agreed in principle to a settlement resolving the dispute to resolve the litigation and avoid further expense, contributing $ 1.85 million to a settlement fund. The Court granted final approval of the settlement on October 11, 2024. 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 and nine months ended September 30, 2024, the Company recorded a $ 300,000 provision benefit and a $ 2.8 million provision charge for credit losses for off-balance sheet credit exposures, respectively. For the three and nine months ended September 30, 2023, the Company recorded a $ 1.5 million and a $ 1.6 million provision charge for credit losses for off-balance sheet credit exposures, respectively. The $ 1.8 million decrease in the provision for the three months ended September 30, 2024 compared to the same period in 2023, was primarily related to an improvement in line of credit utilization. The $ 1.2 million increase in the provision for the nine months ended September 30, 2024, compared to the same period in 2023, was primarily related to the establishment of an allowance for credit losses on commitments to extend credit acquired from Lakeland. The allowance for credit losses for off-balance sheet credit exposures was $ 6.3 million as of September 30, 2024 and $ 3.4 million as of December 31, 2023, and are 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: 33 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. 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 September 30, 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 by benchmarking 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. 34 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 September 30, 2024 and December 31, 2023. Collateral-Dependent Impaired Loans 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 September 30, 2024 or December 31, 2023. 35 The following tables present the assets and liabilities reported on the consolidated statements of financial condition at their fair values as of September 30, 2024 and December 31, 2023, by level within the fair value hierarchy (in thousands): Fair Value Measurements at Reporting Date Using: September 30, 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 $ 332,794 332,794 — — Government-agency obligations 145,558 — 145,558 — Mortgage-backed securities 1,971,419 — 1,971,419 — Asset-backed securities 48,985 — 48,985 — State and municipal obligations 123,217 — 123,217 — Corporate obligations 103,137 — 103,137 — Total available for sale debt securities 2,725,110 332,794 2,392,316 — Equity securities 20,044 20,044 — — Derivative assets 147,209 — 147,209 — $ 2,892,363 352,838 2,539,525 — Derivative liabilities $ 134,045 — 134,045 — Measured on a non-recurring basis: Loans measured for impairment based on the fair value of the underlying collateral $ 13,316 — — 13,316 Foreclosed assets 9,801 — — 9,801 $ 23,117 — — 23,117 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 — — Government-agency 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 36 There were no transfers into or out of Level 3 during the three and nine months ended September 30, 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 September 30, 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 by benchmarking 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 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, net of cost to sell. 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. 37 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. Subordinated Debentures The fair value of borrowed funds was estimated based on bid/ask prices from brokers for similar types of instruments and is classified by the Company as Level 2 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 September 30, 2024 and December 31, 2023. Fair values are presented by level within the fair value hierarchy. 38 Fair Value Measurements as of September 30, 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 $ 244,089 244,089 244,089 — — Available for sale debt securities: U.S. Treasury obligations $ 332,794 332,794 332,794 — — Government-agency obligations 145,558 145,558 — 145,558 — Mortgage-backed securities 1,971,419 1,971,419 — 1,971,419 — Asset-backed securities 48,985 48,985 — 48,985 — State and municipal obligations 123,217 123,217 — 123,217 — Corporate obligations 103,137 103,137 — 103,137 — Total available for sale debt securities $ 2,725,110 2,725,110 332,794 2,392,316 — Held to maturity debt securities, net of allowance for credit losses: U.S. Treasury obligations $ — — — — — Government-agency obligations 9,999 9,652 — 9,652 — State and municipal obligations 315,490 306,451 — 306,451 — Corporate obligations 6,532 6,339 — 6,339 — Total held to maturity debt securities, net of allowance for credit losses $ 332,021 322,442 — 322,442 — FHLBNY stock 96,219 96,219 96,219 — — Equity securities 20,044 20,044 20,044 — — Loans, net of allowance for credit losses 18,609,191 18,605,643 — — 18,605,643 Derivative assets 147,209 147,209 — 147,209 — Financial liabilities: Deposits other than certificates of deposits $ 15,219,689 15,219,689 15,219,689 — — Certificates of deposit 3,156,496 3,156,482 — 3,156,482 — Total deposits $ 18,376,185 18,376,171 15,219,689 3,156,482 — Borrowings 2,214,512 — — — — Subordinated debentures 414,184 412,810 — 412,810 — Derivative liabilities 134,045 134,045 — 134,045 — 39 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 — — Government-agency 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: US Treasury obligations $ 5,146 5,147 5,147 — — Government-agency 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 — 40 Note 12. Other Comprehensive Income (Loss) The following table presents the components of other comprehensive income (loss), both gross and net of tax, for the three and nine months ended September 30, 2024 and 2023 (in thousands): Three months ended September 30, 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 gains (losses) arising during the period $ 75,987 ( 22,865 ) 53,122 ( 42,784 ) 11,560 ( 31,224 ) Reclassification adjustment for losses included in net income — — — — — — Total 75,987 ( 22,865 ) 53,122 ( 42,784 ) 11,560 ( 31,224 ) Unrealized gains and losses on derivatives (cash flow hedges): Net unrealized (losses) gains arising during the period ( 4,856 ) 1,461 ( 3,395 ) 3,223 ( 871 ) 2,352 Reclassification adjustment for (gains) included in net income ( 3,504 ) 1,054 ( 2,450 ) ( 4,700 ) 1,270 ( 3,430 ) Total ( 8,360 ) 2,515 ( 5,845 ) ( 1,477 ) 399 ( 1,078 ) Amortization related to post-retirement obligations ( 518 ) 156 ( 362 ) ( 355 ) 94 ( 261 ) Total other comprehensive income (loss) $ 67,109 ( 20,194 ) 46,915 ( 44,616 ) 12,053 ( 32,563 ) Nine months ended September 30, 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 gains (losses) arising during the period $ 79,141 ( 24,415 ) 54,726 ( 34,271 ) 9,185 ( 25,086 ) Reclassification adjustment for losses included in net income 2,973 ( 917 ) 2,056 — — — Total 82,114 ( 25,332 ) 56,782 ( 34,271 ) 9,185 ( 25,086 ) Unrealized gains and losses on derivatives (cash flow hedges): Net unrealized gains arising during the period 1,159 ( 349 ) 810 7,380 ( 1,995 ) 5,385 Reclassification adjustment for (gains) included in net income ( 11,414 ) 3,434 ( 7,980 ) ( 13,043 ) 3,524 ( 9,519 ) Total ( 10,255 ) 3,085 ( 7,170 ) ( 5,663 ) 1,529 ( 4,134 ) Amortization related to post-retirement obligations ( 2,212 ) 666 ( 1,546 ) ( 1,067 ) 276 ( 791 ) Total other comprehensive income (loss) $ 69,647 ( 21,581 ) 48,066 ( 41,001 ) 10,990 ( 30,011 ) 41 The following tables present the changes in the components of accumulated other comprehensive (loss), net of tax, for the three and nine months ended September 30, 2024 and 2023 (in thousands): Changes in Accumulated Other Comprehensive (Loss) by Component, net of tax for the three months ended September 30, 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 June 30, $ ( 150,829 ) 2,753 8,112 ( 139,964 ) ( 180,476 ) 1,042 16,941 ( 162,493 ) Current - period other comprehensive income (loss) 53,122 ( 362 ) ( 5,845 ) 46,915 ( 31,224 ) ( 261 ) ( 1,078 ) ( 32,563 ) Balance as of September 30, $ ( 97,707 ) 2,391 2,267 ( 93,049 ) ( 211,700 ) 781 15,863 ( 195,056 ) Changes in Accumulated Other Comprehensive (Loss) by Component, net of tax for the nine months ended September 30, 2024 2023 Unrealized Losses on Available for Sale Debt Securities Post- Retirement Obligations Unrealized Gains on Derivatives (cash flow hedges) Accumulated Other Comprehensive Income (Loss) Unrealized Losses on Available for Sale Debt Securities Post- Retirement Obligations Unrealized Gains on Derivatives (cash flow hedges) Accumulated Other Comprehensive Income (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 income (loss) 56,782 ( 1,546 ) ( 7,170 ) 48,066 ( 25,086 ) ( 791 ) ( 4,134 ) ( 30,011 ) Balance as of September 30, $ ( 97,707 ) 2,391 2,267 ( 93,049 ) ( 211,700 ) 781 15,863 ( 195,056 ) 42 The following tables summarize the reclassifications from accumulated other comprehensive (loss) to the consolidated statements of income for the three and nine months ended September 30, 2024 and 2023 (in thousands): Reclassifications From Accumulated Other Comprehensive Income ("AOCI") Amount reclassified from AOCI for the three months ended September 30, Affected line item in the Consolidated Statement of Income 2024 2023 Details of AOCI: Available for sale debt securities: Realized net losses on the sale of securities available for sale $ — — Net loss on securities transactions — — Income tax expense $ — — Net of tax Cash flow hedges: Realized net gains on derivatives $ ( 3,504 ) ( 4,700 ) Interest expense 1,054 1,270 Income tax expense $ ( 2,450 ) ( 3,430 ) Post-retirement obligations: Amortization of actuarial gains $ ( 518 ) ( 355 ) Compensation and employee benefits (1) 156 94 Income tax expense $ ( 362 ) ( 261 ) Net of tax Total reclassifications $ ( 2,812 ) ( 3,691 ) Net of tax Reclassifications From Accumulated Other Comprehensive Income Amount reclassified from AOCI for the nine months ended September 30, Affected line item in the Consolidated Statement of Income 2024 2023 Details of AOCI: Available for sale debt securities: Realized net losses on the sale of securities available for sale $ 2,973 — Net loss on securities transactions ( 917 ) — Income tax expense $ 2,056 — Net of tax Cash flow hedges: Realized net gains on derivatives $ ( 11,414 ) ( 13,043 ) Interest expense 3,434 3,524 Income tax expense $ ( 7,980 ) ( 9,519 ) Post-retirement obligations: Amortization of actuarial gains $ ( 2,212 ) ( 1,067 ) Compensation and employee benefits (1) 666 276 Income tax expense $ ( 1,546 ) ( 791 ) Net of tax Total reclassifications $ ( 7,470 ) ( 10,310 ) Net of tax (1) This item is included in the computation of net periodic benefit cost. See Note 8. Components of Net Periodic Benefit Cost. 43 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 September 30, 2024 and December 31, 2023, the Company had 498 and 154 loan related interest rate swaps with aggregate notional amounts of $ 7.16 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 September 30, 2024 and December 31, 2023, the Company had 10 and 12 credit derivatives, respectively, with aggregate notional amounts of $ 100.6 million and $ 142.8 million, respectively, from participations in interest rate swaps as part of these loan participation arrangements. As of September 30, 2024, both the asset and liability positions of these fair value credit derivatives were insignificant, 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 its 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 and nine months ended September 30, 2024 and 2023, such derivatives were used to hedge the variable cash outflows associated with FHLBNY borrowings and brokered demand deposits. 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 $ 5.4 million will be reclassified as a reduction to interest expense. As of September 30, 2024, the Company had 7 outstanding interest rate derivatives with an aggregate notional amount of $ 175.0 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. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by or received from the counterparty with net liability or asset positions, respectively, in accordance with contract thresholds. Master repurchase agreements which include “right of set-off” provisions generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used to settle the fair value of the swap or repurchase agreement should the Company be in default. The total amount of collateral held or pledged cannot exceed the net derivative fair values with the counterparty. 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 September 30, 2024 and December 31, 2023 (in thousands). 44 Fair Values of Derivative Instruments as of September 30, 2024 Asset Derivatives Liability Derivatives Notional Amount Consolidated Statements of Financial Condition Fair value (1) Notional Amount Consolidated Statements of Financial Condition Fair value (2) Derivatives not designated as a hedging instrument: Interest rate products $ 2,325,411 Other assets $ 135,505 $ 2,325,411 Other liabilities $ 135,649 Credit contracts 36,952 Other assets 54 63,599 Other liabilities — Total derivatives not designated as a hedging instrument 135,559 135,649 Derivatives designated as a hedging instrument: Interest rate products 175,000 Other assets 6,483 125,000 Other liabilities 1,965 Total gross derivative amounts recognized on the balance sheet 142,042 137,614 Gross amounts offset on the balance sheet — — Net derivative amounts presented on the balance sheet $ 142,042 $ 137,614 Gross amounts not offset on the balance sheet: Financial instruments - institutional counterparties $ — $ — Cash collateral - institutional counterparties 117,070 — Net derivatives not offset $ 24,972 $ 137,614 45 Fair Values of Derivative Instruments as of December 31, 2023 Asset Derivatives Liability Derivatives Notional Amount Consolidated Statements of Financial Condition Fair value (1) 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 101,328 — Net derivatives not offset $ 3,836 $ 90,834 (1) 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 September 30, 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 and nine months ended September 30, 2024 and 2023 (in thousands). Gain (loss) recognized in income on derivatives for the three months ended Consolidated Statements of Income September 30, 2024 September 30, 2023 Derivatives not designated as a hedging instrument: Interest rate products Other income $ 115 192 Credit contracts Other income 50 ( 8 ) Total $ 165 184 Derivatives designated as a hedging instrument: Interest rate products Interest (benefit) expense $ ( 3,504 ) ( 4,670 ) Total $ ( 3,504 ) ( 4,670 ) 46 Gain (loss) recognized in income on derivatives for the nine months ended Consolidated Statements of Income September 30, 2024 September 30, 2023 Derivatives not designated as a hedging instrument: Interest rate products Other income $ 232 244 Credit contracts Other income 41 ( 12 ) Total $ 273 232 Derivatives designated as a hedging instrument: Interest rate products Interest (benefit) expense $ ( 11,414 ) ( 13,043 ) Total $ ( 11,414 ) ( 13,043 ) 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 September 30, 2024, the Company had five dealer counterparties and the Company was in a net asset position with respect to all of its counterparties. 47 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 both the three and nine months ended September 30, 2024, the out-of-scope revenue related to financial instruments was 92.3 % and 91.3 % of the Company's total revenue, compared to 89.1 % and 88.1 % for the three and nine months ended September 30, 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 and nine months ended September 30, 2024 and 2023 (in thousands): Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Non-interest income In-scope of Topic 606: Wealth management fees $ 7,620 6,992 22,878 20,826 Insurance agency income 3,631 3,224 12,912 11,175 Banking service charges and other fees: Service charges on deposit accounts 5,089 3,234 12,612 9,647 Debit card and ATM fees 1,510 745 3,371 2,210 Total banking service charges and other fees 6,599 3,979 15,983 11,857 Total in-scope non-interest income 17,850 14,195 51,773 43,858 Total out-of-scope non-interest income 9,005 5,125 18,164 17,003 Total non-interest income $ 26,855 19,320 69,937 60,861 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. 48 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. 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 September 30, 2024 and December 31, 2023 (in thousands): Classification September 30, 2024 December 31, 2023 Lease Right-of-Use Assets: Operating lease right-of-use assets Other assets $ 65,487 56,907 Lease Liabilities: Operating lease liabilities Other liabilities $ 68,479 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 2046. As of September 30, 2024, the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases were 7.4 years and 3.23 %, 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 September 30, 2024 Three months ended September 30, 2023 Lease Costs Operating lease cost $ 3,141 2,633 Variable lease cost 778 778 Total lease cost $ 3,919 3,411 Nine months ended September 30, 2024 Nine months ended September 30, 2023 Lease Costs Operating lease cost $ 9,539 7,890 Variable lease cost 2,269 2,500 Total lease cost $ 11,808 10,390 Cash paid for amounts included in the measurement of lease liabilities: Nine months ended September 30, 2024 Nine months ended September 30, 2023 Operating cash flows from operating leases $ 9,341 7,346 During the nine months ended September 30, 2024, the Company added 39 new lease obligations related to the Lakeland merger. The Company recorded a $ 14.7 million right-of-use asset and lease liability for these lease obligations. 49 Future minimum payments for operating leases with initial or remaining terms of one year or more as of September 30, 2024, were as follows (in thousands): Operating leases Twelve months ended: Remainder of 2024 $ 3,462 2025 13,404 2026 11,785 2027 10,220 2028 8,722 Thereafter 29,675 Total future minimum lease payments 77,268 Amounts representing interest 8,789 Present value of net future minimum lease payments $ 68,479 Note 16. Impact of Recent Accounting Pronouncements 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 17. Subsequent Events During October 2024, in response to an unsolicited inquiry, the Company's board of directors gave its approval to management to enter into formal negotiations with a potential buyer of approximately $ 170 million of loans from a sub-segment of the Company's commercial loan portfolio. While discussions are ongoing, if successful, management would expect to finalize the sale during the quarter ending on December 31, 2024. The impact of the transaction is not expected to have a material effect to the statement of income for that reporting period.