Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
The following are included in this item:
A. Report of Independent Registered Public Accounting Firm
B. Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
C. Consolidated Financial Statements:
(1) Consolidated Statements of Financial Condition as of December 31, 2025 and 2024
(2) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023
(3) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
(4) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023
(5) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
(6) Notes to Consolidated Financial Statements
D. Provident Financial Services, Inc., Condensed Financial Statements:
(1) Condensed Statement of Financial Condition as of December 31, 2025 and 2024
(2) Condensed Statement of Income for the years ended December 31, 2025, 2024 and 2023
(3) Condensed Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023
The supplementary data required by this Item is provided in Note 19 of the Notes to Consolidated Financial Statements.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Provident Financial Services, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial condition of Provident Financial Services, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the allowance for credit losses on loans evaluated on a collective basis
As discussed in Notes 1 and 5 to the consolidated financial statements, the Company’s allowance for credit losses on loans evaluated on a collective basis (the collective ACL on loans) was $178.8 million of a total allowance for credit losses of $184.7 million as of December 31, 2025. The collective ACL on loans includes the measure of expected credit losses on a collective basis for loans that share similar risk characteristics. The Company uses a discounted cash flow methodology where the respective quantitative allowance for each loan segment is measured by comparing the present value of expected principal and interest cash flows projected using an econometric, probability of default (PD) and loss given default (LGD) modeling methodology to the amortized cost. Historical credit loss experience for both the Company and peers provides the basis for the estimation of expected credit losses, where observed credit losses are converted to probability of default rate curves using segment-specific loss given default risk factors that convert default rates to loss severity based on industry-level, observed relationships between the two variables for each segment. Using the historical relationship between the economic conditions and loan performance, management’s expectation of future loan performance is
70
incorporated using an externally developed economic forecast that is applied over a period that has been determined to be reasonable and supportable. After the reasonable and supportable forecast period, the Company reverts to the long-term average of selected economic factors on a straight-line basis over a reversion period. Contractual cash flows over the contractual life of the loans are the basis for modeled cash flows, adjusted for modeled defaults and expected prepayments and discounted at the loan-level effective interest rate. The Company considers qualitative adjustments to credit loss estimates for information not already captured in the quantitative component of the loss estimation process.
We identified the assessment of the collective ACL on loans as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the collective ACL on loans due to significant measurement uncertainty. Specifically, the assessment encompassed the evaluation of the collective ACL on loans methodology, including the methods and models used to estimate (1) the PD and LGD and their significant assumptions, including the selected external economic forecast and macroeconomic factors, and (2) certain qualitative adjustments and their significant assumptions. The assessment also included an evaluation of the conceptual soundness of the PD and LGD models. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL on loans estimate, including controls over the:
• continued use and appropriateness of changes made to the collective ACL on loans methodology
• performance monitoring of the PD and LGD models
• identification and determination of the significant assumptions used in the PD and LGD models
• development of the qualitative adjustments, including the significant assumptions used in the measurement of the qualitative adjustments
• analysis of the collective ACL on loan results, trends and ratios.
We evaluated the Company’s process to develop the collective ACL on loans estimate by testing certain sources of data and assumptions that the Company used and considered the relevance and reliability of such data and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in:
• evaluating the Company’s collective ACL on loans methodology for compliance with U.S. generally accepted accounting principles
• evaluating judgments made by the Company relative to the development and performance monitoring of the PD and LGD models by comparing them to relevant Company-specific metrics and trends and the applicable industry and regulatory practices
• assessing the conceptual soundness and design of the PD and LGD models by inspecting the Company’s model documentation to determine whether the models are suitable for their intended use
• assessing the selected economic forecast and macroeconomic variables used by comparing it to the Company’s business environment and relevant industry practices
• evaluating the methodology used to develop the qualitative adjustments and the effect of those adjustments on the collective ACL on loans compared with relevant credit risk factors and consistency with credit trends and identified limitations of the underlying quantitative model.
We also evaluated the cumulative results of the procedures performed to assess the sufficiency of the audit evidence obtained related to the collective ACL on loans by evaluating the:
• cumulative results of the audit procedures
• qualitative aspects of the Company’s accounting practices
• potential bias in the accounting estimate.
/s/ KPMG LLP
We have not been able to determine the specific year that we began serving as the Company’s auditor; however, we are aware that we or our predecessor firms have served as the Company’s auditor since at least 1997.
New York, New York
February 27, 2026
71
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Provident Financial Services, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Provident Financial Services, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 27, 2026
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PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
December 31, 2025 and 2024
(Dollars in Thousands, except share data)
December 31, 2025 December 31, 2024
ASSETS
Cash and due from banks $ 211,484 $ 205,939
Available for sale debt securities, at fair value 3,164,756 2,768,915
Held to maturity debt securities, (net of $ 16,000 allowance as of December 31, 2025 and $ 14,000 as of December 31, 2024, respectively)
282,127 327,623
Equity securities, at fair value 19,875 19,110
Federal Home Loan Bank and other stock 115,687 112,767
Loans held for sale 14,710 162,453
Loans held for investment 19,504,061 18,659,370
Less allowance for credit losses 184,767 193,432
Net loans 19,334,004 18,628,391
Foreclosed assets, net 2,015 9,473
Banking premises and equipment, net 113,328 119,622
Accrued interest receivable 95,798 91,160
Intangible assets 782,152 819,230
Bank-owned life insurance 414,371 405,893
Other assets 445,113 543,702
Total assets $ 24,980,710 $ 24,051,825
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand deposits $ 14,402,148 $ 13,775,991
Savings deposits 1,589,259 1,679,667
Certificates of deposit of $250,000 or more 929,989 789,342
Other time deposits 2,357,287 2,378,813
Total deposits 19,278,683 18,623,813
Mortgage escrow deposits 40,253 42,247
Borrowed funds 2,111,955 2,020,435
Subordinated debentures 406,582 401,608
Other liabilities 310,025 362,515
Total liabilities 22,147,498 21,450,618
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 130,619,949 shares outstanding as of December 31, 2025, and 130,489,493 shares outstanding as of December 31, 2024
1,376 1376
Additional paid-in capital 1,844,949 1,834,495
Retained earnings 1,154,364 989,111
Accumulated other comprehensive (loss) income, net of tax ( 76,183 ) ( 135,355 )
Treasury stock ( 91,294 ) ( 88,420 )
Total stockholders’ equity 2,833,212 2,601,207
Total liabilities and stockholders’ equity $ 24,980,710 $ 24,051,825
See accompanying notes to consolidated financial statements.
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PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
Years Ended December 31, 2025, 2024 and 2023
(Dollars in Thousands, except share data)
Years ended December 31,
2025 2024 2023
Interest and dividend income:
Real estate secured loans $ 773,179 $ 655,868 $ 408,942
Commercial loans 318,268 251,793 128,854
Consumer loans 41,974 36,635 18,439
Available for sale debt securities and Federal Home Loan Bank stock 128,647 85,895 46,790
Held to maturity debt securities 7,694 8,885 9,362
Deposits, federal funds sold and other short-term investments 3,012 7,062 3,433
Total interest and dividend income 1,272,774 1,046,138 615,820
Interest expense:
Deposits 400,003 349,523 159,459
Borrowed funds 78,754 73,523 55,856
Subordinated debentures 33,452 22,478 1,051
Total interest expense 512,209 445,524 216,366
Net interest income 760,565 600,614 399,454
Provision charge for credit losses 3,581 87,564 28,168
Net interest income after provision for credit losses 756,984 513,050 371,286
Non-interest income:
Fees 42,827 34,114 24,396
Wealth management income 29,252 30,533 27,669
Insurance agency income 18,299 16,201 13,934
Bank-owned life insurance 10,130 11,709 6,482
Net gain (loss) on securities transactions 843 ( 2,986 ) 30
Other income 8,485 4,542 7,318
Total non-interest income 109,836 94,113 79,829
Non-interest expense:
Compensation and employee benefits 253,133 218,341 148,497
Net occupancy expense 52,789 45,014 32,271
Data processing expense 37,415 35,579 22,993
FDIC Insurance 12,902 12,964 8,578
Advertising and promotion expense 5,530 5,146 4,822
Amortization of intangibles 37,074 28,931 2,952
Merger-related expenses — 56,867 7,826
Other operating expenses 59,820 54,706 47,397
Total non-interest expense 458,663 457,548 275,336
Income before income tax expense 408,157 149,615 175,779
Income tax expense 116,997 34,090 47,381
Net income $ 291,160 $ 115,525 $ 128,398
Basic earnings per share $ 2.23 $ 1.05 $ 1.72
Average basic shares outstanding 130,462,418 109,668,911 74,844,489
Diluted earnings per share $ 2.23 $ 1.05 $ 1.71
Average diluted shares outstanding 130,507,070 109,712,732 74,873,256
See accompanying notes to consolidated financial statements.
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PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2025, 2024 and 2023
(Dollars in Thousands)
Years ended December 31,
2025 2024 2023
Net income $ 291,160 $ 115,525 $ 128,398
Other comprehensive income, net of tax:
Unrealized gains and losses on available for sale debt securities:
Net gains (losses) arising during the period 67,446 7,841 32,125
Reclassification adjustment for gains and losses included in net income ( 63 ) 2,087 —
Total 67,383 9,928 32,125
Unrealized gains and losses on derivatives designated as cash flow hedges:
Net gains (losses) arising during the period 120 3,179 2,388
Reclassification adjustment for gains and losses included in net income ( 5,038 ) ( 9,557 ) ( 12,948 )
Total ( 4,918 ) ( 6,378 ) ( 10,560 )
Amortization related to post-retirement obligations ( 3,293 ) 2,210 2,365
Total other comprehensive income, net of tax 59,172 5,760 23,930
Total comprehensive income $ 350,332 $ 121,285 $ 152,328
See accompanying notes to consolidated financial statements.
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PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
(Dollars in Thousands )
COMMON
STOCK
ADDITIONAL
PAID-IN
CAPITAL
RETAINED
EARNINGS
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME
TREASURY
STOCK
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 — — 128,398 — — — — — 128,398
Other comprehensive income, net of tax — — — 23,930 — — — — 23,930
Cash dividends paid ($ 0.96 per share)
— — ( 72,447 ) — — — — — ( 72,447 )
Cumulative effect of adopting Accounting Standards Update ("ASU") No. 2022-02, net of tax — — 433 — — — — — 433
Distributions from deferred comp plans — 152 — — — — 733 ( 733 ) 152
Purchases of treasury stock — — — — — — — — —
Purchase of employee restricted shares to fund statutory tax withholding — — — — ( 1,678 ) — — — ( 1,678 )
Option exercises — ( 217 ) — — 1,007 — — — 790
Allocation of Employee Stock Ownership Plan ("ESOP") shares — 272 — — — 5,330 — — 5,602
Allocation of Stock Award Plan ("SAP") shares — 7,569 — — — — — — 7,569
Allocation of stock options — 144 — — — — — — 144
Balance as of December 31, 2023 $ 832 $ 989,058 $ 974,542 $ ( 141,115 ) $ ( 127,825 ) $ ( 4,896 ) $ ( 2,694 ) $ 2,694 $ 1,690,596
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PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 (Continued)
(Dollars in Thousands)
COMMON
STOCK
ADDITIONAL
PAID-IN
CAPITAL
RETAINED
EARNINGS
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (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 — — 115,525 — — — — — 115,525
Other comprehensive loss, net of tax — — — 5,760 — — — — 5,760
Cash dividends paid ($ 0.96 per share)
— — ( 100,956 ) — — — — — ( 100,956 )
Distributions from deferred comp plans — 102 — — — — 2,694 ( 2,694 ) 102
Purchases of treasury stock — ( 40,728 ) — — 40,728 — — — —
Purchase of employee restricted shares to fund statutory tax withholding — — — — ( 1,323 ) — — — ( 1,323 )
Treasury shares issued due to acquisition 544 876,234 — — — — — — 876,778
Option exercises — — — — — — — — —
Allocation of ESOP shares — 235 — — — 4,896 — — 5,131
Allocation of SAP shares — 9,517 — — — — — — 9,517
Allocation of stock options — 77 — — — — — — 77
Balance as of December 31, 2024 $ 1,376 $ 1,834,495 $ 989,111 $ ( 135,355 ) $ ( 88,420 ) $ — $ — $ — $ 2,601,207
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PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 (Continued)
(Dollars in Thousands)
COMMON
STOCK
ADDITIONAL
PAID-IN
CAPITAL
RETAINED
EARNINGS
ACCUMULATED
OTHER
COMPREHENSIVE INCOME (LOSS) TREASURY
STOCK
TOTAL
STOCKHOLDERS’
EQUITY
Balance as of December 31, 2024 $ 1,376 $ 1,834,495 $ 989,111 $ ( 135,355 ) $ ( 88,420 ) $ 2,601,207
Net income — — 291,160 — — 291,160
Other comprehensive loss, net of tax — — — 59,172 — 59,172
Cash dividends paid ($ 0.96 per share)
— — ( 125,907 ) — — ( 125,907 )
Purchase of employee restricted shares to fund statutory tax withholding — — — — ( 2,874 ) ( 2,874 )
Option exercises — — — — — —
Allocation of SAP shares — 10,437 — — — 10,437
Allocation of stock options — 17 — — — 17
Balance as of December 31, 2025 $ 1,376 $ 1,844,949 $ 1,154,364 $ ( 76,183 ) $ ( 91,294 ) $ 2,833,212
See accompanying notes to consolidated financial statements.
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PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2025, 2024 and 2023
(Dollars in Thousands)
Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 291,160 $ 115,525 $ 128,398
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense 51,317 41,499 11,695
Provision charge for credit losses on loans and securities 4,126 83,588 27,904
Provision (benefit) charge for credit losses on off-balance sheet credit exposures ( 545 ) 3,977 264
Deferred tax expense (benefit) 24,461 ( 12,271 ) 2,725
Amortization of operating lease right-of-use assets 14,195 13,088 10,495
Income on Bank-owned life insurance ( 10,130 ) ( 11,709 ) ( 6,482 )
Net amortization of premiums and discounts on securities 16,690 7,135 8,326
Accretion of net deferred loan fees ( 7,072 ) ( 7,201 ) ( 8,724 )
Amortization of premiums on purchased loans, net 275 314 206
Originations of loans held for sale ( 86,023 ) ( 70,045 ) ( 19,371 )
Loans transferred to held for sale — 151,281 —
Proceeds from sales of loans held for sale 208,943 62,416 22,895
ESOP expense — 2,601 3,086
Allocation of stock award shares 10,437 9,517 7,569
Allocation of stock options 17 77 144
Net gain on sale of loans ( 3,868 ) ( 1,758 ) ( 2,019 )
Net (gain) loss on securities transactions ( 843 ) 2,986 ( 30 )
Net (gain) loss on sale of premises and equipment ( 681 ) — 154
Net loss (gain) on sale of foreclosed assets 11 ( 214 ) ( 2,854 )
Net change in balance sheet:
Increase in accrued interest receivable ( 4,638 ) ( 4,953 ) ( 7,063 )
(Increase) decrease in other assets ( 13,078 ) 23,214 25,085
(Decrease) increase in other liabilities ( 52,490 ) 17,315 ( 29,007 )
Net cash provided by operating activities 442,264 426,381 173,396
Cash flows from investing activities:
Net increase in loans ( 817,673 ) ( 193,990 ) ( 625,691 )
Purchases of loans ( 321 ) — ( 9,263 )
Proceeds from sales of loans held for investment — — 2,017
Proceeds from sales of foreclosed assets 5,779 708 4,340
Proceeds from maturities, calls and paydowns of investment securities held to maturity 59,999 51,782 40,816
Purchases of investment securities held to maturity ( 15,277 ) ( 18,363 ) ( 17,099 )
Proceeds from sales of securities available for sale 1,670 566,942 —
Proceeds from maturities calls and paydowns of securities available for sale 511,763 335,256 189,542
Purchases of available for sale debt securities ( 787,069 ) ( 403,999 ) ( 40,089 )
Proceeds from redemption of Federal Home Loan Bank stock 379,370 205,066 212,527
Purchases of Federal Home Loan Bank stock ( 382,290 ) ( 237,964 ) ( 223,190 )
Cash received, net of cash consideration paid for acquisition — 194,548 —
BOLI claim benefits received 906 8,995 3,873
Proceeds from sales of premises and equipment 2,348 — 105
Purchases of premises and equipment ( 11,539 ) ( 1,307 ) ( 7,488 )
Net cash (used in) provided by investing activities ( 1,052,334 ) 507,674 ( 469,600 )
Cash flows from financing activities:
Net increase (decrease) in deposits 654,870 ( 291,625 ) ( 270,510 )
(Decrease) increase in mortgage escrow deposits ( 1,994 ) ( 122 ) 1,133
Purchase of treasury stock — — —
Purchase of employee restricted shares to fund statutory tax withholding ( 2,874 ) ( 1,323 ) ( 1,678 )
Cash dividends paid to stockholders ( 125,907 ) ( 100,956 ) ( 72,447 )
Stock options exercised — — 790
Proceeds from long-term borrowings 150,000 635,900 534,807
Repayments of long-term borrowings ( 352,362 ) ( 1,390,028 ) ( 58,443 )
Net increase (decrease) in short-term borrowings 293,882 18,603 156,299
Proceeds from subordinated debentures — 221,180 —
Net cash provided by (used in) financing activities 615,615 ( 908,371 ) 289,951
Net increase (decrease) in cash and cash equivalents 5,545 25,684 ( 6,253 )
Cash and cash equivalents at beginning of period 205,869 180,185 186,438
Restricted cash at beginning of period 70 70 70
Total cash, cash equivalents and restricted cash at beginning of period 205,939 180,255 186,508
Cash and cash equivalents at end of period 209,057 205,869 180,185
Restricted cash at end of period 2,427 70 70
Total cash, cash equivalents and restricted cash at end of period $ 211,484 205,939 180,255
Cash paid during the period for:
Interest on deposits and borrowings $ 494,096 $ 397,282 $ 210,345
Income taxes (1)
$ 102,650 $ 36,184 $ 46,461
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 $ 1,053 $ — $ 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 — 390,361 —
Bank premises and equipment — 60,578 —
Other assets — 263,722 —
Total non-cash assets acquired at fair value $ — $ 10,398,045 $ —
Liabilities assumed:
Deposits — 8,622,924 —
Borrowings and subordinated debt — 785,927 —
Subordinated debentures — 166,366 —
Other liabilities — 140,598 —
Total liabilities assumed $ — $ 9,715,815 $ —
Common stock issued for acquisitions $ — $ 876,779 $ —
(1) Income taxes paid during the 2025 period includes the net cost of the transferrable tax credits.
See accompanying notes to consolidated financial statements.
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PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Provident Financial Services, Inc. (the “Company”), Provident Bank (the “Bank”) and their wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made in the consolidated financial statements to conform with current year classifications.
Business
The Company, through the Bank, provides a full range of banking services to individual and business customers through branch offices in New Jersey, Orange, Queens and Nassau Counties, New York and eastern Pennsylvania. The Bank is subject to competition from other financial institutions and to the regulations of certain federal and state agencies, and undergoes periodic examinations by those regulatory authorities.
Basis of Financial Statement Presentation
The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). In preparing the consolidated financial statements, management is required to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities and disclosures about contingent assets and liabilities as of the dates of the consolidated statements of financial condition, and revenues and expenses for the periods then ended. Such estimates are used in connection with the determination of the allowance for credit losses, evaluation of goodwill for impairment, evaluation of the need for valuation allowances on deferred tax assets, determination of liabilities related to retirement and other post-retirement benefits, and valuation estimates of assets acquired and liabilities assumed in connection with the merger with Lakeland, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the currently forecasted economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in estimates will be reflected in the financial statements in future periods.
Segment Reporting
We conduct our operations through a single business segment. Substantially all of our interest and fees on loans and long-lived assets relate to our operations. Pursuant to FASB ASC 280, Segment Reporting, operating segments represent components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker in determining how to allocate resources and in assessing performance. The chief operating decision maker uses a variety of measures to assess the performance of the business as a whole, depending on the nature of the activity. The Company generates revenue from several business channels. Those streams are organized by the types of partners we work with to reach our customers, with success principally measured based on interest and fees on loans, loan receivables, active accounts and other sales metrics. Detailed profitability information of the nature that could be used to allocate resources and assess the performance and operations for each sales platform individually, however, is not used by our chief operating decision maker. Expense activities, including funding costs, credit losses and operating expenses, are not measured for each platform but instead are managed for the Company as a whole.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, Federal funds sold and commercial paper with original maturity dates less than 90 days.
Securities
Securities include held to maturity debt securities and available for sale debt securities. The available for sale debt securities portfolio is carried at estimated fair value, with any unrealized gains or losses, net of taxes, reported as accumulated
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other comprehensive income or loss in Stockholders’ Equity. Estimated fair values are provided by reputable and widely used pricing services who maintain pricing methodologies appropriate for varying security classes using valuation techniques that are in accordance with GAAP. Securities which the Company has the positive intent and ability to hold to maturity are classified as held to maturity debt securities and carried at amortized cost.
On January 1, 2020, the Company adopted the current expected credit loss ("CECL") methodology which replaces the incurred loss methodology with an expected loss methodology. 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 December 31, 2025 that were no lower than an A rating and the Company had no securities rated BBB or worse by Moody’s Ratings ("Moody's").
Premiums on securities are amortized into income using a method that approximates the interest method over the remaining period to the earliest call date or contractual maturity, adjusted for anticipated prepayments. Discounts on securities are accreted into income over the remaining period to the contractual maturity, adjusted for anticipated prepayments. Interest income is recognized on an accrual basis, while dividend income is recognized when earned. Realized gains and losses are recognized when securities are sold or called based on the specific identification method. Accrued interest receivable on held to maturity debt securities are excluded from the estimate of credit losses. See Notes 3 and 4 for additional information on investment securities.
Equity Securities
The Company holds equity securities that are traded in active markets with readily determinable fair value using quoted market prices.
Fair Value of Financial Instruments
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). 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.
Federal Home Loan Bank of New York Stock
The Bank, as a member of the Federal Home Loan Bank of New York (“FHLBNY”), is required to hold shares of capital stock of the FHLBNY at cost based on a specified formula. The Bank carries this investment at cost, which approximates fair value.
Loans
Loans receivable are carried at unpaid principal balances plus unamortized premiums, purchase accounting mark-to-market adjustments and certain deferred loan origination costs, less certain deferred direct loan origination fees, unaccreted discounts, and the allowance for credit losses.
The Bank defers loan origination fees and certain direct loan origination costs and accretes or amortizes such amounts as an adjustment to the yield over the contractual lives of the related loans using the interest method. Premiums and discounts, purchase accounting mark-to-market adjustments on loans purchased are amortized or accreted as an adjustment of yield over the contractual lives of the related loans, adjusted for prepayments when applicable, using the effective interest method.
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Loans are generally placed on non-accrual status when they are past due 90 days or more as to contractual obligations or when other circumstances indicate that collection is questionable. When a loan is placed on non-accrual status, any interest accrued but not received is reversed against interest income. Payments received on a non-accrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A non-accrual loan is restored to accrual status when principal and interest payments become less than 90 days past due and its future collectability is reasonably assured.
An impaired loan is defined as a loan for which it is probable, based on current information, that the Bank will not collect all amounts due under the contractual terms of the loan agreement. Impaired loans are individually assessed to determine that each loan’s carrying value is not in excess of the fair value of the related collateral or the present value of the expected future cash flows. Residential mortgage and consumer loans are deemed smaller balance homogeneous loans which are evaluated collectively for impairment and are therefore excluded from the population of impaired loans.
Purchased credit deteriorated (“PCD”) loans are loans acquired that have experienced more-than-insignificant deterioration in credit quality since origination.
Allowance for Credit Losses on Loans
The allowance for credit losses is a valuation account that reflects management’s evaluation of the current expected credit losses in the loan portfolio. The Company maintains the allowance for credit losses through provisions for credit losses that are charged to income. Charge-offs against the allowance for credit losses are taken on loans where management determines that the collection of loan principal and interest is unlikely. Recoveries made on loans that have been charged-off are credited to the allowance for credit losses.
The calculation of the allowance for credit losses is a critical accounting policy of the Company. Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions, and a reasonable and supportable forecast. Historical credit loss experience for both the Company and peers provides the basis for the estimation of expected credit losses, where observed credit losses are converted to probability of default rate (“PDR”) curves through the use of segment-specific loss given default (“LGD”) risk factors that convert default rates to loss severity based on industry-level, observed relationships between the two variables for each segment, primarily due to the nature of the underlying collateral. These risk factors were assessed for reasonableness against the Company’s own loss experience and adjusted in certain cases when the relationship between the Company’s historical default and loss severity deviates from that of the wider industry. The historical PDR curves, together with corresponding economic conditions, establish a quantitative relationship between economic conditions and loan performance through an economic cycle.
Using the historical relationship between economic conditions and loan performance, management’s expectation of future loan performance is incorporated using an externally developed economic forecast. This forecast is applied over a period that management has determined to be reasonable and supportable. Beyond the period over which management can develop or source a reasonable and supportable forecast, the model will revert to long-term average economic conditions using a straight-line, time-based methodology. The Company's current forecast period is six quarters, with a four-quarter reversion period to historical average macroeconomic factors. The Company's economic forecast is approved by the Company's ACL Committee.
The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics exist. The respective quantitative allowance for each loan segment is measured using an econometric, discounted PDR/LGD modeling methodology in which distinct, segment-specific multi-variate regression models are applied to an external economic forecast. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference between the net present value of modeled cash flows and amortized cost basis. Contractual cash flows over the contractual life of the loans are the basis for modeled cash flows, adjusted for modeled defaults and expected prepayments and discounted at the loan-level effective interest rate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies at the reporting date: management has a reasonable expectation that a modification will be executed with an individual borrower; or when an extension or renewal option is included in the original contract and is not unconditionally cancellable by the Company. Management will assess the likelihood of the option being exercised by the borrower and appropriately extend the maturity for modeling purposes.
The Company considers qualitative adjustments to credit loss estimates for information not already captured in the quantitative component of the loss estimation process. Qualitative factors are based on portfolio concentration levels, model
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imprecision, changes in industry conditions, changes in the Company’s loan review process, changes in the Company’s loan policies and procedures, and economic forecast uncertainty.
One of the most significant judgments involved in estimating the Company’s allowance for credit losses on loans relates to the macroeconomic forecasts used to estimate expected credit losses over the forecast period. As of December 31, 2025, the model incorporated Moody’s baseline economic forecast, as adjusted for qualitative factors, as well as an extensive review of classified loans and loans that were classified as impaired with a specific reserve assigned to those loans. The allowance estimation process resulted in a total provision on loans of $ 4.1 million for the year ended December 31, 2025, and an overall coverage ratio of 95 basis points. Management believes the allowance for credit losses accurately represents the estimated inherent losses, factoring in the qualitative adjustment and other assumptions, including the selection of the baseline forecast within the model.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Management developed segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation. The segments have been combined or sub-segmented as needed to ensure loans of similar risk profiles are appropriately pooled. As of December 31, 2025, the portfolio and class segments for the Company’s loan portfolio were:
• Mortgage Loans – Residential, Commercial Real Estate, Multi-Family and Construction
• Commercial Loans – Commercial Owner-Occupied and Commercial Non-Real Estate Secured
• Consumer Loans – First Lien Home Equity and Other Consumer
The allowance for credit losses on loans individually evaluated for impairment is based upon loans that have been identified through the Company’s normal loan monitoring process. This process includes the review of delinquent and problem loans at the Company’s Credit, Credit Risk Management and Allowance Committees; or which may be identified through the Company’s loan review process. Generally, the Company only evaluates loans individually for impairment if the loan is non-accrual, non-homogeneous and the balance is greater than $1.0 million.
For all classes of loans deemed collateral-dependent, the Company estimates expected credit losses based on the fair value of the collateral less any selling costs. If the loan is not collateral dependent, the allowance for credit losses related to individually assessed loans is based on discounted expected cash flows using the loan’s initial effective interest rate.
Loans acquired that have experienced more-than-insignificant deterioration in credit quality since their origination are considered PCD loans. The Company evaluates acquired loans for deterioration in credit quality based on any of, but not limited to, the following: (1) non-accrual status; (2) modification designation; (3) risk ratings of special mention, substandard or doubtful; (4) watchlist credits; and (5) delinquency status, including loans that are current on acquisition date, but had been previously delinquent. 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. Subsequent to the acquisition date, the initial allowance for credit losses on PCD loans will increase or decrease based on future evaluations, with changes recognized in the provision for credit losses.
Management believes the primary risks inherent in the portfolio are a general decline in the economy, a decline in real estate market values, rising unemployment or a protracted period of elevated unemployment, increasing vacancy rates in commercial investment properties and possible increases in interest rates in the absence of economic improvement. Any one or a combination of these events may adversely affect borrowers’ ability to repay the loans, resulting in increased delinquencies, credit losses and higher levels of provisions. Management considers it important to maintain the ratio of the allowance for credit losses to total loans at an acceptable level given current and forecasted economic conditions, interest rates and the composition of the portfolio.
The CECL 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. Although management believes that the Company has established and maintained the allowance for credit losses at appropriate levels, additions may be necessary if future economic and other conditions differ substantially from the current operating environment and economic forecast. Management evaluates its estimates and assumptions on an ongoing basis giving consideration to forecasted economic factors, historical loss experience and other factors. The model includes both quantitative and qualitative components. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.
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Changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods, and to the extent actual losses are higher than management estimates, additional provision for credit losses on loans could be required and could adversely affect our earnings or financial position in future periods. In addition, various regulatory agencies periodically review the adequacy of the Company’s allowance for credit losses as an integral part of their examination process. Such agencies may require the Company to recognize additions to the allowance or additional write-downs based on their judgments about information available to them at the time of their examination. Although management uses the best information available, the level of the allowance for credit losses remains an estimate that is subject to significant judgment and short-term volatility.
Material changes to these and other relevant factors create greater volatility to the allowance for credit losses, and therefore, greater volatility to the Company’s reported earnings. The decrease in the year-over-year provision for credit losses was primarily attributable to the prior year initial CECL provision for credit losses on loans of $ 60.1 million recorded as p art of the Lakeland merger in accordance with GAAP requirements for accounting for business combinations, combined with some economic forecast strengthening over the current twelve-month period within our CECL model, compared to last year.
Foreclosed Assets
Assets acquired through foreclosure or deed in lieu of foreclosure are carried at the lower of the outstanding loan balance at the time of foreclosure or fair value, less estimated costs to sell. Fair value is generally based on recent appraisals. When an asset is acquired, the excess of the loan balance over fair value, less estimated costs to sell, 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.
Banking Premises and Equipment
Land is carried at cost. Banking premises, furniture, fixtures and equipment are carried at cost, less accumulated depreciation, computed using the straight-line method based on their estimated useful lives. Leasehold improvements, carried at cost, net of accumulated depreciation, are amortized over the terms of the leases or the estimated useful lives of the assets, whichever are shorter, using the straight-line method. Maintenance and repairs are charged to expense as incurred.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in tax expense in the period that includes the enactment date. Deferred tax assets and liabilities are reported as a component of Other Assets on the Consolidated Statements of Financial Condition. The determination of whether deferred tax assets will be realizable is predicated on estimates of future taxable income. Such estimates are subject to management’s judgment. A valuation reserve is established when management is unable to conclude that it is more likely than not that it will realize deferred tax assets based on the nature and timing of these items. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes.
Trust Assets
Trust assets consisting of securities and other property (other than cash on deposit held by the Bank in fiduciary or agency capacities for customers of the Bank’s wholly owned subsidiary, Beacon Trust Company ("Beacon Trust")) are not included in the accompanying consolidated statements of financial condition because such properties are not assets of the Bank.
Intangible Assets
Intangible assets of the Bank consist of goodwill, core deposit premiums, customer relationship premium and mortgage servicing rights. Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired through purchase acquisitions. In accordance with GAAP, goodwill with an indefinite useful life is not amortized, but is evaluated for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential
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impairment between annual measurement dates. As permitted by GAAP, the Company prepares a qualitative assessment in determining whether goodwill may be impaired. The factors considered in the assessment include macroeconomic conditions, industry and market conditions and overall financial performance of the Company, including share price, among others. The Company completed its annual qualitative assessment of goodwill as of July 1, 2024. Based upon its assessment of goodwill, the Company concluded that no further quantitative analysis was warranted.
Core deposit premiums represent the intangible value of depositor relationships assumed in previous purchase acquisitions and are amortized on an accelerated basis over 8.8 years, while the core deposit premiums related to SB One and Lakeland are amortized over its estimated useful life of 10.0 years. Customer relationship premiums represent the intangible value of customer relationships assumed in the purchase acquisitions of Beacon Trust, The MDE Group, Inc., Tirschwell & Loewy, Inc., and SB One Bank and are amortized on an accelerated basis over 12.0 years, 10.4 years, 10.0 years, and 13.0 years, respectively. Mortgage servicing rights are recorded when purchased or when originated mortgage loans are sold, with servicing rights retained. Mortgage servicing rights are amortized on an accelerated method based upon the estimated lives of the related loans, adjusted for prepayments. Mortgage servicing rights are carried at the lower of amortized cost or fair value.
Bank-owned Life Insurance
Bank-owned life insurance is accounted for using the cash surrender value method and is recorded at its realizable value.
Employee Benefit Plans
The Bank maintains a pension plan which covers full-time employees hired prior to April 1, 2003, the date on which the pension plan was frozen. The Bank’s policy is to fund at least the minimum contribution required by the Employee Retirement Income Security Act of 1974. GAAP requires an employer to: (a) recognize in its statement of financial condition the over-funded or under-funded status of a defined benefit post-retirement plan measured as the difference between the fair value of plan assets and the benefit obligation; (b) measure a plan’s assets and its obligations that determine its funded status at the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs and credits that arise during the period.
The Bank has a 401(k) plan, and in connection with the merger with Lakeland assumed the Lakeland Bancorp, Inc. Salary Savings 401(k) and Trust Plan, both of which cover substantially all employees of the Bank. The Bank may provide a matching contribution to eligible participants. The Bank’s matching contribution, if any, is determined by the board of directors in its sole discretion. In 2025, the board of directors approved a matching contribution of 50 % of the first 8 % of eligible compensation contributed by participants in the Provident Bank 401(k) plan.
The Bank has an Equity Plan designed to provide competitive compensation for demonstrated performance and to align the interests of participants directly to increases in shareholder value. The Equity Plan provides for performance-vesting grants as well as time-vesting grants. Time-vesting stock awards, stock options and performance vesting stock awards that are based on a performance condition, such as return on average assets, are valued on the closing stock price on the date of grant. Performance-vesting stock awards and options that are based on a market condition, such as total shareholder return, would be valued using a generally accepted statistical technique to simulate future stock prices for the Bank and the components of the peer group which the Bank would be measured against.
Expense related to time-vesting stock awards and stock options is based on the fair value of the common stock on the date of the grant and on the fair value of the stock options on the date of the grant, respectively, and is recognized ratably over the vesting period of the awards. Performance vesting stock awards and stock options are either dependent upon a market condition or a performance condition. A market condition performance metric is tied to a stock price, either on an absolute basis, or a relative basis against peers, while a performance-condition is based on internal operations, such as earnings per share. The expense related to a market condition performance-vesting stock award or stock option requires an initial Monte Carlo simulation to determine grant date fair value, which will be recognized as a compensation expense regardless of actual payout, assuming that the executive is still employed at the end of the requisite service period. If pre-vesting termination (forfeiture) occurs, then any expense recognized to date can be reversed. The grant date fair value is recognized ratably over the performance period. The expense related to a performance condition stock award or stock option is based on the fair value of the award on the date of grant, adjusted periodically based upon the number of awards or options expected to be earned, recognized over the performance period.
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In connection with the First Sentinel acquisition in July 2004, the Company assumed the First Savings Bank Directors’ Deferred Fee Plan (the “DDFP”). The DDFP was frozen prior to the acquisition. The Company recorded a deferred compensation equity instrument and corresponding contra-equity account for the value of the shares held by the DDFP at the July 14, 2004 acquisition date. Effective November 1, 2023, the DDFP was terminated and final distributions were made on or about November 1, 2024.
The Bank maintained an Employee Stock Ownership Plan (“ESOP”). Funds borrowed by the ESOP from the Company to purchase the Company’s common stock were repaid from the Bank’s contributions and dividends paid on unallocated ESOP shares over a period of up to 30 years. The Company’s common stock not allocated to participants was recorded as a reduction of stockholders’ equity at cost. Compensation expense for the ESOP was based on the average price of the Company’s stock during each quarter and the amount of shares allocated during the quarter. The Bank made the final repayment on borrowed funds in December 2024 and a final allocation of shares to participants in May 2025. Effective December 1, 2025, the ESOP was merged into the Bank’s 401(k) plan.
The Bank maintains a non-qualified plan that provides supplemental benefits to certain executives who are prevented from receiving the full benefits contemplated by the 401(k) Plan’s and the ESOP’s benefit formulas under tax law limits for tax-qualified plans. In addition, and in connection with the merger with Lakeland, the Bank assumed the Lakeland Bancorp, Inc. Elective Deferral Plan (“LEDP”). The LEDP was frozen effective December 31, 2024 and effective January 1, 2025, the board of directors approved the Provident Bank Non-Qualified Supplemental DC Plan, to allow certain Bank executives to defer a portion of their compensation.
Post-retirement Benefits Other Than Pensions
The Bank provides post-retirement health care and life insurance plans to certain of its employees. The life insurance coverage is noncontributory to the participant. Participants contribute to the cost of medical coverage based on the employee’s length of service with the Bank. 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. On December 31, 2002, the Bank eliminated post-retirement healthcare benefits for employees with less than 10 years of service. GAAP requires an employer to: (a) recognize in its statement of financial condition the over-funded or under-funded status of a defined benefit post-retirement plan measured as the difference between the fair value of plan assets and the benefit obligation; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs and credits that arise during the period.
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 the Company’s 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, and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
Comprehensive Income
Comprehensive income is divided into net income and other comprehensive income (loss). Other comprehensive income (loss) includes items previously recorded directly to equity, such as unrealized gains and losses on available for sale debt securities, unrealized gains and losses on derivatives that are designated as cash flow hedges and amortization related to post-retirement obligations. Comprehensive income is presented in a separate Consolidated Statement of Comprehensive Income.
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Earnings Per Share
Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as stock options) were exercised or resulted in the issuance of common stock. These potentially dilutive shares would then be included in the weighted average number of shares outstanding for the period using the treasury stock method. Shares issued and shares reacquired during the period are weighted for the portion of the period when they were outstanding.
Impact of Recent Accounting Pronouncements
Accounting Pronouncements Adopted in 2025
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 adoption of ASU No. 2023-09 did not have a significant impact on the Company's consolidated financial statements, other than enhanced annual disclosures.
Accounting Pronouncements Not Yet Adopted
In November 2024, FASB issued ASU 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures". This ASU requires disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. This update will be effective for financial statements issued for fiscal years beginning after December 15, 2026, with early adoption in the interim period permitted. The Company is currently evaluating the impact and does not expect the adoption of this guidance to have a significant impact on the Company’s consolidated financial statements.
(2) Business Combinations
Lakeland Bancorp, Inc. Merger Agreement
On May 16, 2024, the Company completed its merger with Lakeland Bancorp, Inc. ("Lakeland"), which added $ 10.59 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 initially totaled $ 190.9 million and was recorded as goodwill. In accordance with ASC 805, the Company recorded a measurement period adjustment and decreased goodwill by $ 10.5 million related to finalizing the valuation. After this adjustment, goodwill totaled $ 180.4 million.
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):
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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 180,446
Other intangibles assets 209,915
Other assets 236,481
Total assets acquired $ 10,592,593
Liabilities assumed:
Deposits $ 8,622,924
Mortgage escrow deposits 5,532
Borrowed funds 785,927
Subordinated debentures 166,366
Other liabilities 135,066
Total liabilities assumed $ 9,715,815
Net assets acquired $ 876,779
The Company finalized its review of the acquired assets and liabilities, as a result of which certain adjustments to the recorded carrying values and goodwill were made.
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 trade prices and open market quotes used in pricing the securities and 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. Monthly principal and interest cash flows, adjusted for prepayments, were then discounted to present value using a discount rate based on the relative risk of the cash flows. A qualitative adjustment for expected credit losses was also applied to these discounted cash flows to arrive at the calculated fair value of the loans. The fair value of the acquired loans, not including allowance for credit losses on PCD loans, totaled $ 7.91 billion.
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For loans acquired without evidence of more-than-insignificant deterioration in credit quality since origination ("Non-PCD" loans), 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 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 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. 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
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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 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 is evaluated annually for impairment.
Goodwill
As noted above, 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 was recorded as goodwill, and initially totaled $ 190.9 million. ASC 805 provides for a period of time during which the acquirer may adjust provisional amounts recognized at the acquisition date to their subsequently determined acquisition-date fair values, referred to as the "measurement period." Adjustments during the measurement period are not limited to just those relating to assets acquired and liabilities assumed but apply to all aspects of business combination accounting (e.g., the consideration transferred). Measurement-period adjustments are calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined. Prior period information is not revised, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. In accordance with ASC 805, the Company recorded a measurement period adjustment which decreased goodwill by $ 10.5 million to $ 180.4 million related to finalizing the valuation of subordinated debentures and taxes. Goodwill is not deductible for tax purposes and 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. The borrowings discount of approximately $ 5.1 million is being amortized into income on a straight-line method over the contractual life of the borrowings.
Subordinated Debentures
At the valuation date, Lakeland had three outstanding trust preferred issuances and a subordinated debt issuance with an initial 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 valuation was based on the probability of paying cash flows through the remaining contractual term of the trust preferred issuance and the cash flows through the exercise of the call option date. In accordance with ASC 805, the Company recorded a measurement period adjustment which decreased subordinated debt by $ 13.8 million to $ 166.4 million, related to finalizing the valuation. related to finalizing the valuation of subordinated debentures.
Merger-Related Expenses
While there were no transaction costs related to our merger with Lakeland for the 2025 period, these costs totaled $ 56.9 million for the respective 2024 period. Merger-related expense is a separate line in non-interest expense on the Consolidated
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Statements of Income. Additionally, an initial CECL provision for credit losses of $ 60.1 million was recorded as part of the Lakeland merger, for the year ended December 31, 2024.
(3) 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 $ 16,000 and $ 14,000 , as of December 31, 2025 and 2024 (in thousands):
2025
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Government-agency obligations $ 3,400 — ( 22 ) 3,378
State and municipal obligations 276,600 156 ( 7,045 ) 269,711
Corporate obligations 2,143 — ( 14 ) 2,129
$ 282,143 156 ( 7,081 ) 275,218
2024
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Government-agency obligations $ 9,999 — ( 292 ) 9,707
State and municipal obligations 311,118 689 ( 14,133 ) 297,674
Corporate obligations 6,520 — ( 168 ) 6,352
$ 327,637 689 ( 14,593 ) 313,733
Accrued interest on held to maturity debt securities, which is excluded from the amortized cost, totaled $ 2.6 million and $ 2.9 million as of December 31, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
The amortized cost and fair value of held to maturity debt securities as of December 31, 2025 by contractual maturity, excluding allowances for credit losses of $ 16,000 , as of December 31, 2025 are shown below (in thousands). Expected maturities may differ from contractual maturities due to prepayment or early call privileges of the issuer.
2025
Amortized
cost
Fair
value
Due in one year or less $ 45,807 45,712
Due after one year through five years 152,602 151,763
Due after five years through ten years 78,986 73,941
Due after ten years 4,748 3,802
$ 282,143 275,218
The Company generally purchases securities for long-term investment purposes, and differences between carrying and fair values may fluctuate during the investment period. The carrying value of held to maturity debt securities that were pledged to secure municipal deposits was $ 240.7 million and $ 269.6 million as of December 31, 2025 and 2024, respectively.
During 2025, the Company recognized gains of $ 27,000 and no losses related to calls on securities in the held to maturity debt securities portfolio, with total proceeds from the calls totaling $ 11.7 million. There were no sales of securities from the held to maturity debt securities portfolio for the year ended December 31, 2025.
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During 2024, the Company recognized no gains while losses totaled $ 1,200 related to calls on securities in the held to maturity debt securities portfolio, with total proceeds from the calls totaling $ 5.5 million. There were no sales of securities from the held to maturity debt securities portfolio for the year ended December 31, 2024.
During the 2023 period, the Company recognized gains of $ 45,000 and losses of $ 15,000 related to calls on securities in the held to maturity debt securities portfolio, with total proceeds from the calls totaling $ 11.6 million. There were no sales of securities from the held to maturity debt securities portfolio for the year ended 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 December 31, 2025 that were no lower than an A rating and the Company had no securities rated BBB or worse by Moody’s.
Credit Quality Indicators. The following table provides the amortized cost of held to maturity debt securities by credit rating as of December 31, 2025 (in thousands):
December 31, 2025
Total Portfolio AAA AA A Not Rated Total
Government-agency obligations $ 3,400 — — — 3,400
State and municipal obligations 44,930 199,977 20,896 10,797 276,600
Corporate obligations — 573 1,570 — 2,143
$ 48,330 200,550 22,466 10,797 282,143
December 31, 2024
Total Portfolio AAA AA A Not Rated Total
Government-agency obligations $ 9,999 — — — 9,999
State and municipal obligations 44,821 234,212 28,735 3,350 311,118
Corporate obligations 501 2,013 3,981 25 6,520
$ 55,321 236,225 32,716 3,375 327,637
Credit quality indicators are metrics that provide information regarding the relative credit risk of debt securities. As of December 31, 2025, the held to maturity debt securities portfolio was comprised of 17 % rated AAA, 71 % rated AA, 8 % rated A, and less than 4 % either below an A rating or not rated by Moody’s Investors Service or Standard and Poor’s.
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The following table shows gross unrealized losses and estimated fair value of held to maturity debt securities, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position as of December 31, 2025 and 2024 (in thousands):
December 31, 2025
Less Than 12 months 12 Months or More Total
Fair
value
Unrealized Losses
Fair
value
Unrealized Losses
Fair
value
Unrealized Losses
Held-to-maturity:
Government-agency obligations $ — — 3,378 22 3,378 22
Mortgage-backed securities — — — — — —
State and municipal obligations 3,353 1 127,012 7,044 130,365 7,045
Corporate obligations — — 2,129 14 2,129 14
Total $ 3,353 1 132,519 7,080 135,872 7,081
The number of securities in an unrealized loss position as of December 31, 2025 totaled 221 , compared with 512 as of December 31, 2024. The decrease in the number of securities in an unrealized loss position as of December 31, 2025 was mainly due to lower current market interest rates compared to rates as of December 31, 2024.
(4) 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 December 31, 2025 and 2024 (in thousands):
2025
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
U.S. Treasury obligations $ 274,500 190 ( 7,946 ) 266,744
Government-agency obligations 32,693 877 ( 31 ) 33,539
Mortgage-backed securities 2,705,346 23,454 ( 116,453 ) 2,612,347
Asset-backed securities 41,619 409 ( 267 ) 41,761
State and municipal obligations 119,173 1,249 ( 7,423 ) 112,999
Corporate obligations 93,498 5,429 ( 1,561 ) 97,366
$ 3,266,829 31,608 ( 133,681 ) 3,164,756
2024
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
U.S. Treasury obligations $ 348,621 317 ( 18,340 ) 330,598
Government-agency obligations 105,965 1,461 ( 191 ) 107,235
Mortgage-backed securities 2,243,725 4,982 ( 186,548 ) 2,062,159
Asset-backed securities 47,203 645 ( 285 ) 47,563
State and municipal obligations 126,766 243 ( 10,092 ) 116,917
Corporate obligations 103,415 3958 ( 2,930 ) 104,443
$ 2,975,695 11,606 ( 218,386 ) 2,768,915
Accrued interest on available for sale debt securities, which is excluded from the amortized cost, totaled $ 10.9 million and $ 9.7 million as of December 31, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
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The carrying value of available for sale debt securities that were pledged as collateral for municipal deposits and repurchase agreements was $ 2.2 billion and $ 863.9 million as of December 31, 2025 and 2024, respectively.
The amortized cost and fair value of available for sale debt securities as of December 31, 2025, 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.
2025
Amortized
cost
Fair
value
Due in one year or less $ 108,932 107,858
Due after one year through five years 196,488 190,223
Due after five years through ten years 114,951 117,101
Due after ten years 66,801 61,928
$ 487,172 477,110
Investments which pay principal on a periodic basis, which are primarily related to mortgage-backed securities, totaling $ 2.78 billion at amortized cost and $ 2.69 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.
During 2025, proceeds from sales on securities in the available for sale debt securities portfolio totaled $ 1.7 million with gross gains of $ 87,000 and no losses recognized. For 2024, proceeds from sales of securities from the available for sale debt securities portfolio totaled $ 569.9 million with no gains and $ 3.0 million of losses recognized, of which $ 2.8 million was related to the sale of subordinated debt issued by Lakeland from its investment portfolio. During 2025, proceeds from calls on securities in the available for sale debt securities portfolio totaled $ 23.9 million with gross gains of $ 729,000 and no losses recognized. For 2024, proceeds from calls on securities in the available for sale debt securities portfolio totaled $ 780,000 with no gains and no losses recognized.
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The following table shows gross unrealized losses and estimated fair value of available for sale debt securities, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position as of December 31, 2025 and 2024 (in thousands):
December 31, 2025
Less Than 12 months 12 Months or More Total
Fair
value
Unrealized Losses
Fair
value
Unrealized Losses
Fair
value
Unrealized Losses
Available-for-sale:
U.S. Treasury obligations $ — — 245,675 ( 7,946 ) 245,675 ( 7,946 )
Government-agency obligations 8,541 ( 31 ) — — 8,541 ( 31 )
Mortgage-backed securities 133,316 ( 4,119 ) 984,261 ( 112,334 ) 1,117,577 ( 116,453 )
Asset-backed securities 20,493 ( 129 ) 1,605 ( 138 ) 22,098 ( 267 )
State and municipal obligations 21,613 ( 665 ) 53,173 ( 6,758 ) 74,786 ( 7,423 )
Corporate obligations 8,994 ( 6 ) 18,742 ( 1,555 ) 27,736 ( 1,561 )
Total $ 192,957 ( 4,949 ) 1,303,456 ( 128,732 ) 1,496,412 ( 133,681 )
The number of securities in an unrealized loss position as of December 31, 2025 totaled 406 , compared with 646 as of December 31, 2024. The decrease in the number of securities in an unrealized loss position as of December 31, 2025 was mainly due to lower current market interest rates on the intermediate part of the curve compared to rates as of December 31, 2024.
The Company concluded that no available for sale debt securities were impaired at December 31, 2025 based on consideration of several factors. The Company noted that each issuer made all the contractually due payments when required. There were no defaults on principal or interest payments, and no interest payments were deferred. Furthermore, the net unrealized losses were primarily due to changes in the general credit and interest rate environment and not credit quality. Additionally, the Company has not utilized securities sales as a source of liquidity and the Company’s liquidity plans include adequate sources of liquidity outside securities sales.
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(5) Loans Receivable and Allowance for Credit Losses
Loans held for investment as of December 31, 2025 and 2024 are summarized as follows (in thousands):
2025 2024
Mortgage loans:
Commercial $ 7,398,792 7,228,078
Multi-family 3,667,337 3,382,933
Construction 662,112 823,503
Residential 1,974,324 2,010,637
Total mortgage loans 13,702,565 13,445,151
Commercial loans 5,200,517 4,608,600
Consumer loans 612,431 613,819
Total gross loans 19,515,513 18,667,570
Premiums on purchased loans 1,524 1,338
Net deferred fees ( 12,976 ) ( 9,538 )
Total loans $ 19,504,061 18,659,370
As of December 31, 2025 and December 31, 2024, the Company had loans held for sale of $ 14.7 million and $ 162.5 million, respectively. In December of 2024, $ 151.3 million of the Bank's commercial loan portfolio was reclassified from loans held for investment into the held for sale portfolio as a result of a decision to exit the non-relationship equipment lease financing business.
Accrued interest on loans totaled $ 82.2 million and $ 78.5 million as of December 31, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
As of December 31, 2025, the Bank had aggregate loans and loan commitments of $ 66.1 million to its directors and their related interests. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features.
As of December 31, 2025, the Bank had aggregate loans and loan commitments totaling $ 3.1 million to its executive officers or their related entities. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features.
Premiums and discounts on purchased loans are amortized or accreted over the lives of the loans as an adjustment to yield. Required reductions due to loan prepayments are charged against or credited to interest income, as appropriate. For the years ended December 31, 2025, 2024 and 2023, as a result of prepayments and normal amortization, interest income decreased $ 275,000 , $ 314,000 and $ 206,000 , respectively.
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The following tables summarize the aging of loans held for investment by portfolio segment and class of loans (in thousands):
As of December 31, 2025
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 $ 15,652 — 26,856 — 42,508 7,356,284 7,398,792 22,506
Multi-family — 932 2,268 — 3,200 3,664,137 3,667,337 2,268
Construction — — 5,159 — 5,159 656,953 662,112 5,159
Residential 8,344 4,177 9,062 — 21,583 1,952,741 1,974,324 9,062
Total mortgage loans 23,996 5,109 43,345 — 72,450 13,630,115 13,702,565 38,995
Commercial loans 1,303 633 33,219 — 35,155 5,165,362 5,200,517 26,655
Consumer loans 2,209 781 1,856 — 4,846 607,585 612,431 1,856
Total gross loans $ 27,508 6,523 78,420 112,451 19,403,062 19,515,513 67,506
As of December 31, 2024
30-59
Days 60-89
Days Non-accrual Recorded Investment > 90 days accruing Total
Past Due Current Total Loans
Receivable
Non-accrual loans with no related allowance
Mortgage loans:
Commercial $ 8,538 3,954 20,883 — 33,375 7,194,703 7,228,078 13,575
Multi-family — — 7,498 — 7,498 3,375,435 3,382,933 7,498
Construction — — 13,246 — 13,246 810,257 823,503 13,246
Residential 6,388 5,049 4,535 — 15,972 1,994,665 2,010,637 4,535
Total mortgage loans 14,926 9,003 46,162 — 70,091 13,375,060 13,445,151 38,854
Commercial loans 3,026 1,117 24,243 — 30,868 4,577,732 4,608,600 15,164
Consumer loans 3,152 856 1,656 — 5,664 608,155 613,819 1,656
Total gross loans $ 21,104 10,976 72,061 — 106,623 18,560,947 18,667,570 55,674
Included in loans receivable are loans for which the accrual of interest income has been discontinued due to deterioration in the financial condition of the borrowers. Generally, accrued interest is written off by reversing interest income during the quarter the loan is moved from an accrual to a non-accrual status. The principal amount of non-accrual loans was $ 78.4 million and $ 72.1 million as of December 31, 2025 and 2024, respectively. There were no loans 90-days or greater past due and still accruing interest as of December 31, 2025 and 2024.
If the non-accrual loans had performed in accordance with their original terms, interest income would have increased by $ 2.1 million, $ 2.8 million and $ 1.6 million, for the years ended December 31, 2025, 2024 and 2023, respectively.
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The activity in the allowance for credit losses for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):
Years Ended December 31,
2025 2024 2023
Balance at beginning of period $ 193,432 107,200 88,023
Initial allowance related to PCD loans — 17,188 —
Provision charge for credit losses on loans (1)
4,125 83,604 27,900
Cumulative effect of adopting ASU 2022-02 — — ( 594 )
Recoveries of loans previously charged off 2,036 3,263 2,292
Loans charged off ( 14,826 ) ( 17,823 ) ( 10,421 )
Balance at end of period $ 184,767 193,432 107,200
(1) The provision charge for credit losses on loans for the year ended December 31, 2024 includes a $ 60.1 million charge recorded as part of the Lakeland merger in accordance with GAAP requirements for accounting for business combinations.
The activity in the allowance for credit losses by portfolio segment for the years ended December 31, 2025 and 2024 are as follows (in thousands):
For the Year Ended December 31, 2025
Mortgage
loans
Commercial
loans
Consumer
loans
Total
Portfolio
Segments
Balance at beginning of period $ 144,587 43,642 5,203 193,432
Provision (benefit) charge for credit losses on loans ( 11,196 ) 15,446 ( 125 ) 4,125
Recoveries of loans previously charged off 932 527 577 2,036
Loans charged off ( 5,722 ) ( 8,488 ) ( 616 ) ( 14,826 )
Balance at end of period $ 128,601 51,127 5,039 184,767
For the Year Ended December 31, 2024
Mortgage
loans
Commercial
loans (1)
Consumer
loans
Total
Portfolio
Segments
Balance at beginning of period $ 73,407 31,475 2,318 107,200
Initial allowance related to PCD loans 10,628 6,070 490 17,188
Provision charge for credit losses on loans 61,274 20,011 2319 83,604
Recoveries of loans previously charged off 86 2,621 556 3,263
Loans charged off ( 808 ) ( 16,535 ) ( 480 ) ( 17,823 )
Balance at end of period $ 144,587 43,642 5,203 193,432
(1) The provision charge for credit losses on loans for the year ended December 31, 2024 includes a $ 2.8 million benefit to the allowance as a result of the $ 151.3 million transfer from the commercial loans held for investment portfolio into the loans held for sale portfolio.
For the year ended December 31, 2025, the Company recorded a $ 4.1 million provision for credit losses on loans, compared with a provision for credit losses of $ 83.6 million for the year ended December 31, 2024. The decrease in the year-over-year provision for credit losses was primarily attributable to the prior year initial CECL provision for credit losses on loans of $ 60.1 million recorded as p art of the Lakeland merger in accordance with GAAP requirements for accounting for business combinations, combined with some economic forecast strengthening over the current twelve-month period within our CECL model, compared to last year.
The following table summarizes the Company's gross charge-offs recorded for the year ended December 31, 2025 by year of origination (in thousands):
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2025 2024 2023 2022 2021 Prior to 2021 Total Loans
Mortgage loans:
Commercial $ — — — 358 441 3,586 4,385
Multi-family — — 520 — — 263 783
Construction — 534 — — — — 534
Residential — — — — — 20 20
Total mortgage loans — 534 520 358 441 3,868 5,722
Commercial loans — 44 81 2,959 776 4,628 8,488
Consumer loans (1)
21 38 20 3 — 46 128
Total gross loans $ 21 616 622 3,320 1,217 8,543 14,338
(1) During the year ended December 31, 2025, charge-offs on consumer overdraft accounts totaled $ 488,000 , which are not included in the table above.
The following table summarizes the Company's gross charge-offs recorded for the year ended December 31, 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 — 1,434 2,731 10,259 1,775 335 16,535
Consumer loans (1)
25 8 9 4 — 35 81
Total gross loans $ 25 1,442 2,746 10,263 1,775 1,172 17,425
(1) During the year ended December 31, 2024, charge-offs on consumer overdraft accounts totaled $ 398,000 , which are not included in the table above.
The following table summarizes the Company's gross charge-offs recorded for the year ended December 31, 2023 by year of origination (in thousands):
2023 2022 2021 2020 2019 Prior to 2019 Total Loans
Mortgage loans:
Commercial $ — — — — — 1,700 1,700
Residential — — — — — 24 24
Total mortgage loans — — — — — 1,724 1,724
Commercial loans — — — 5,000 — 3,363 8,363
Consumer loans (1)
24 — — — — 13 37
Total gross loans $ 24 — — 5,000 — 5,100 10,124
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(1) During the year ended December 31, 2023, charge-offs on consumer overdraft accounts totaled $ 297,000 , which are not included in the table above.
The Company defines an impaired loan as a non-accrual, non-homogeneous loan greater than $ 1.0 million, or which, based on current information, it is not expected to collect all amounts due under the contractual terms of the loan agreement. As of December 31, 2025, there were 28 impaired loans totaling $ 63.3 million, with related specific reserves of $ 5.9 million 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 December 31, 2025, the Company had collateral-dependent impaired loans with a fair value of $ 54.5 million secured by commercial real estate. As of December 31, 2024, the Company had collateral-dependent impaired loans with a fair value of $ 11.0 million secured by commercial real estate.
Loan modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearance, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. In addition, management attempts to obtain additional collateral or guarantor support when modifying such loans. If the borrower has demonstrated performance under the previous terms and our underwriting process shows the borrower has the capacity to continue to perform under the restructured terms, the loan will continue to accrue interest. Non-accruing restructured loans may be returned to accrual status when there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible.
The following illustrates the most common loan modifications by loan classes offered by the Company that are required to be disclosed pursuant to the requirements of ASU 2022-02:
Loan Classes Modification types
Commercial Term extension, interest rate reductions, payment delay, or combination thereof. These modifications extend the term of the loan, lower the payment amount, or otherwise delay payments during a defined period for the purpose of providing borrowers additional time to return to compliance with the original loan term.
Residential Mortgage/ Home Equity Forbearance period greater than six months. These modifications require reduced or no payments during the forbearance period for the purpose of providing borrowers additional time to return to compliance with the original loan term, as well as term extension and rate adjustment. These modifications extend the term of the loan and provides for an adjustment to the interest rate, which reduces the monthly payment requirement.
Automobile/ Direct Installment Term extension greater than three months. These modifications extend the term of the loan, which reduces the monthly payment requirement.
Effective January 1, 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 TDRs 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
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guidance, the Company no longer establishes a specific reserve for loan modifications to borrowers experiencing financial difficulty. Instead, these loan modifications are included in their respective pool and a projected loss rate is applied to the current loan balance to arrive at the quantitative and qualitative baseline portion of the allowance for credit losses. As a result, the Company recorded a $ 594,000 reduction to the allowance for credit losses, which resulted in a $ 433,000 cumulative effect adjustment increase, net of tax, to retained earnings.
The following table presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2025 (in thousands):
Year Ended December 31, 2025
Term Extension Interest Rate Change Interest Rate Change and Term Extension Total % of Total Class of Loans and Leases
Mortgage loans:
Commercial $ 3,949 — 11,945 15,894 0.21 %
Total mortgage loans 3,949 — 11,945 15,894 0.12
Commercial loans 13,501 748 9,654 23,903 0.46
Total gross loans $ 17,450 748 21,599 39,797 0.20 %
The following table presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2024 (in thousands):
Year Ended December 31, 2024
Term Extension Interest Rate Change Interest Rate Change and Term Extension Change in Payment Type (1)
Total % of Total Class of Loans and Leases
Mortgage loans:
Commercial $ — — 3,072 2,852 5,924 0.08 %
Multi-family — 1,297 — — 1,297 0.04
Total mortgage loans — 1,297 3,072 2,852 7,221 0.05
Commercial loans — 12,814 8,466 — 21,280 0.46
Total gross loans $ — 14,111 11,538 2,852 28,501 0.15 %
The following table presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2023 (in thousands):
Year Ended December 31, 2023
Term Extension Interest Rate Change Interest Rate Change and Term Extension Total % of Total Class of Loans and Leases
Mortgage loans:
Multi-family $ — — 1,508 1,508 0.08 %
Total mortgage loans — — 1,508 1,508 0.02
Commercial loans 3,771 — 1,250 5,021 0.21
Total gross loans $ 3,771 — 2,758 6,529 0.06 %
The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2025 (in thousands):
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Weighted Average Months of Term Reduction Weighted Average Rate Increase (Decrease)
Mortgage loans:
Commercial 15 0.35 %
Total mortgage loans 15 0.35
Commercial loans 6 ( 0.16 )
Total gross loans 8 ( 0.05 ) %
The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2024 (in thousands):
Weighted Average Months of Term Extension Weighted Average Rate Increase
Mortgage loans:
Commercial 2 2.40 %
Multi-family 0 5.00
Total mortgage loans 1 5.00
Commercial loans 2 2.22
Total gross loans 3 3.03 %
The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2023 (in thousands):
Weighted Average Months of Term Extension Weighted Average Rate Increase
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 years ended December 31, 2025, December 31, 2024 and December 31, 2023 , respectively.
The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2025 (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 $ 15,894 — — — — 15,894
Total mortgage loans 15,894 — — — — 15,894
Commercial loans 23,744 — — — 158 23,903
Total gross loans $ 39,639 — — — 158 39,797
The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2024 (in thousands):
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Current 30-59 Days Past Due 60-89 Days Past Due 90 days or more Past Due Non- Accrual Total
Mortgage loans:
Commercial $ 5,924 — — — — 5,924
Multi-family 481 94 — 320 402 1,297
Total mortgage loans 6,405 94 — 320 402 7,221
Commercial loans 15,340 — — 88 5,852 21,280
Total gross loans $ 21,745 94 — 408 6,254 28,501
The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 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 December 31, 2025, the balance of PCD loans totaled $ 509.7 million with a related allowance for credit losses of $ 4.6 million. The balance of PCD loans as of December 31, 2024, was $ 620.4 million with a related allowance for credit losses of $ 15.2 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
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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.
The following table summarizes the Company's gross loans held for investment by year of origination and internally assigned credit grades (in thousands):
Gross Loans Held for Investment by Year of Origination
as of December 31, 2025
2025 2024 2023 2022 2021 Prior to 2021 Revolving Loans Revolving loans to term loans Total Loans
Commercial Mortgage
Special mention $ 6,013 — 1,549 39,287 47,805 33,971 503 — 129,128
Substandard 9,869 — 57 471 15,875 60,111 748 — 87,131
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 15,882 — 1,606 39,758 63,680 94,082 1,251 — 216,259
Pass/Watch 901,891 336,732 851,026 1,409,458 888,049 2,630,266 156,215 8,896 7,182,533
Total Commercial Mortgage $ 917,773 336,732 852,632 1,449,216 951,729 2,724,348 157,466 8,896 7,398,792
Multi-family
Special mention $ — — — 2,946 — — — — 2,946
Substandard — — — — — 41,593 — — 41,593
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified — — — 2,946 — 41,593 — — 44,539
Pass/Watch 744,514 316,398 522,511 622,238 350,499 1,049,876 15,250 1,512 3,622,798
Total Multi-Family $ 744,514 316,398 522,511 625,184 350,499 1,091,469 15,250 1,512 3,667,337
Construction
Special mention $ — — 14,497 6,639 — — — — 21,136
Substandard — — — — 5,177 — — — 5,177
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified — — 14,497 6,639 5,177 — — — 26,313
Pass/Watch 150,350 206,323 162,757 101,335 15,034 — — — 635,799
Total Construction $ 150,350 206,323 177,254 107,974 20,211 — — — 662,112
Residential (1)
Special mention $ — — 946 582 264 1,845 — — 3,637
Substandard — 1,746 2,263 1,410 1,024 1,795 — — 8,238
Doubtful — — — — — — — — —
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Gross Loans Held for Investment by Year of Origination
as of December 31, 2025
2025 2024 2023 2022 2021 Prior to 2021 Revolving Loans Revolving loans to term loans Total Loans
Loss — — — — — — — — —
Total criticized and classified — 1,746 3,209 1,992 1,288 3,640 — — 11,875
Pass/Watch 145,286 124,273 303,120 365,323 287,067 737,380 — — 1,962,449
Total Residential $ 145,286 126,019 306,329 367,315 288,355 741,020 — — 1,974,324
Total Mortgage
Special mention $ 6,013 — 16,992 49,454 48,069 35,816 503 — 156,847
Substandard 9,869 1,746 2,320 1,881 22,076 103,499 748 — 142,139
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 15,882 1,746 19,312 51,335 70,145 139,315 1,251 — 298,986
Pass/Watch 1,942,041 983,726 1,839,414 2,498,354 1,540,649 4,417,522 171,465 10,408 13,403,579
Total Mortgage $ 1,957,923 985,472 1,858,726 2,549,689 1,610,794 4,556,837 172,716 10,408 13,702,565
Commercial
Special mention $ 1,005 423 17,930 63,499 26,067 34,829 20,217 1,916 165,886
Substandard 2,381 10,661 10,205 57,554 29,348 35,213 36,631 1,487 183,480
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 3,386 11,084 28,135 121,053 55,415 70,042 56,848 3,403 349,366
Pass/Watch 934,987 628,374 305,811 526,728 304,459 971,734 1,121,228 57,830 4,851,151
Total Commercial $ 938,373 639,458 333,946 647,781 359,874 1,041,776 1,178,076 61,233 5,200,517
Consumer (1)
Special mention $ — — 20 — — 7 806 23 856
Substandard — 125 81 219 — 310 828 46 1,609
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified — 125 101 219 — 317 1,634 69 2,465
Pass/Watch 31,702 26,282 32,156 45,444 31,271 87,759 338,858 16,494 609,966
Total Consumer $ 31,702 26,407 32,257 45,663 31,271 88,076 340,492 16,563 612,431
Total Loans
Special mention $ 7,018 423 34,942 112,953 74,136 70,652 21,526 1,939 323,589
Substandard 12,250 12,532 12,606 59,654 51,424 139,022 38,207 1,533 327,228
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 19,268 12,955 47,548 172,607 125,560 209,674 59,733 3,472 650,817
Pass/Watch 2,908,730 1,638,382 2,177,381 3,070,526 1,876,379 5,477,015 1,631,551 84,732 18,864,696
Total Loans $ 2,927,998 1,651,337 2,224,929 3,243,133 2,001,939 5,686,689 1,691,284 88,204 19,515,513
(1) For residential and consumer loans, the Company assigns internal credit grades based on the delinquency status of each loan.
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Gross Loans Held for Investment by Year of Origination
as of December 31, 2024
2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Revolving loans to term loans Total Loans
Commercial Mortgage
Special mention $ 262 4,377 10,150 9,127 14,569 69,525 4,461 — 112,471
Substandard 3,044 73 10,952 — 21,051 50,870 — — 85,990
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 3,306 4,450 21,102 9,127 35,620 120,395 4,461 — 198,461
Pass/Watch 417,991 904,924 1,623,911 997,658 884,295 2,063,646 126,297 10,895 7,029,617
Total Commercial Mortgage $ 421,297 909,374 1,645,013 1,006,785 919,915 2,184,041 130,758 10,895 7,228,078
Multi-family
Special mention $ — — — — — 16,472 — — 16,472
Substandard — 1,560 — 1,043 — 5,439 — — 8,042
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified — 1,560 — 1,043 — 21,911 — — 24,514
Pass/Watch 363,254 478,184 701,811 460,979 460,161 882,291 10,181 1,558 3,358,419
Total Multi-Family $ 363,254 479,744 701,811 462,022 460,161 904,202 10,181 1,558 3,382,933
Construction
Special mention $ — 1,064 — — — — — — 1,064
Substandard — — — 12,346 — — — — 12,346
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified — 1,064 — 12,346 — — — — 13,410
Pass/Watch 104,009 309,034 260,190 110,100 24,017 2,743 — — 810,093
Total Construction $ 104,009 310,098 260,190 122,446 24,017 2,743 — — 823,503
Residential (1)
Special mention $ 403 1,356 344 — — 2,836 — — 4,939
Substandard — 764 689 1,119 — 1,963 — — 4,535
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 403 2,120 1,033 1,119 — 4,799 — — 9,474
Pass/Watch 140,382 348,493 428,269 333,150 276,703 474,166 — — 2,001,163
Total Residential $ 140,785 350,613 429,302 334,269 276,703 478,965 — — 2,010,637
Total Mortgage
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Gross Loans Held for Investment by Year of Origination
as of December 31, 2024
2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Revolving loans to term loans Total Loans
Special mention $ 665 6,797 10,494 9,127 14,569 88,833 4,461 — 134,946
Substandard 3,044 2,397 11,641 14,508 21,051 58,272 — — 110,913
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 3,709 9,194 22,135 23,635 35,620 147,105 4,461 — 245,859
Pass/Watch 1,025,636 2,040,635 3,014,181 1,901,887 1,645,176 3,422,846 136,478 12,453 13,199,292
Total Mortgage $ 1,029,345 2,049,829 3,036,316 1,925,522 1,680,796 3,569,951 140,939 12,453 13,445,151
Commercial
Special mention $ 298 2,612 3,084 5,804 9,493 26,924 20,030 4,761 73,006
Substandard 6,887 5,023 62,028 28,208 23,130 21,170 31,787 1,746 179,979
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 7,185 7,635 65,112 34,012 32,623 48,094 51,817 6,507 252,985
Pass/Watch 747,299 427,445 697,899 390,770 256,421 678,154 1,089,408 68,219 4,355,615
Total Commercial $ 754,484 435,080 763,011 424,782 289,044 726,248 1,141,225 74,726 4,608,600
Consumer (1)
Special mention $ — — 3 — 124 109 725 — 961
Substandard — 95 — 9 — 321 950 — 1,375
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified — 95 3 9 124 430 1,675 — 2,336
Pass/Watch 31,975 45,605 59,669 40,080 9,433 83,728 327,107 13,886 611,483
Total Consumer $ 31,975 45,700 59,672 40,089 9,557 84,158 328,782 13,886 613,819
Total Loans
Special mention $ 963 9,409 13,581 14,931 24,186 115,866 25,216 4,761 208,913
Substandard 9,931 7,515 73,669 42,725 44,181 79,763 32,737 1,746 292,267
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total criticized and classified 10,894 16,924 87,250 57,656 68,367 195,629 57,953 6,507 501,180
Pass/Watch 1,804,910 2,513,685 3,771,749 2,332,737 1,911,030 4,184,728 1,552,993 94,558 18,166,390
Total Loans $ 1,815,804 2,530,609 3,858,999 2,390,393 1,979,397 4,380,357 1,610,946 101,065 18,667,570
(1) For residential and consumer loans, the Company assigns internal credit grades based on the delinquency status of each loan.
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(6) Banking Premises and Equipment
A summary of banking premises and equipment as of December 31, 2025 and 2024 is as follows (in thousands):
2025 2024
Land $ 26,940 27,627
Banking premises 127,286 128,931
Furniture, fixtures and equipment 84,438 80,269
Leasehold improvements 59,497 59,084
Construction in progress 7,698 4,870
Total banking premises and equipment 305,859 300,781
Less accumulated depreciation and amortization 192,531 181,159
Net banking premises and equipment $ 113,328 119,622
Depreciation expense for the years ended December 31, 2025, 2024 and 2023 amounted to $ 14.2 million, $ 12.6 million and $ 8.7 million, respectively.
(7) Goodwill and Other Intangible Assets
Goodwill and other intangible assets as of December 31, 2025 and 2024 are summarized as follows (in thousands):
2025 2024
Goodwill $ 624,069 624,069
Core deposit premiums 149,066 184,238
Customer relationship and other intangibles 7,972 9,819
Mortgage servicing rights 1,045 1,104
Total goodwill and other intangible assets $ 782,152 819,230
Amortization expense of intangible assets for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):
2025 2024 2023
Core deposit premiums $ 35,172 26,827 544
Customer relationship and other intangibles 1,847 2,047 2,335
Mortgage servicing rights 55 57 73
Total amortization expense of intangible assets $ 37,074 28,931 2,952
Scheduled amortization of core deposit premiums and customer relationship intangibles for each of the next five years is as follows (in thousands):
Year ended December 31, Scheduled Amortization
2026 $ 33,283
2027 29,543
2028 25,817
2029 21,148
2030 17,009
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(8) Deposits
Deposits as of December 31, 2025 and 2024 are summarized as follows (in thousands):
2025 Weighted
average
interest rate
2024 Weighted
average
interest rate
Savings deposits $ 1,589,259 0.24 % $ 1,679,667 0.22 %
Money market accounts 3,693,285 2.46 3,364,564 2.67
NOW accounts (1)
6,994,610 2.42 6,622,642 2.64
Non-interest bearing deposits 3,714,253 — 3,788,785 —
Certificates of deposit (2)
3,287,276 3.54 3,168,155 4.10
Total deposits $ 19,278,683 $ 18,623,813
(1) The Bank's insured cash sweep product totaled $ 1.08 billion and $ 1.16 billion as of December 31, 2025 and December 31, 2024, respectively, and are reported within NOW accounts.
(2) Time deposits equal to or in excess of $250,000 were $ 930.0 million and $ 789.0 million as of December 31, 2025 and December 31, 2024, respectively. Additionally, the Bank's reciprocal Certificate of Deposit Account Registry Service product totaled $ 2.5 million and $ 3.5 million as of December 31, 2025 and December 31, 2024, respectively.
Within total deposits, brokered deposits totaled $ 769.6 million and $ 251.5 million as of December 31, 2025 and December 31, 2024, respectively.
Scheduled maturities of certificates of deposit accounts as of December 31, 2025 and 2024 are as follows (in thousands):
2025 2024
Within one year $ 3,162,440 3,045,860
One to three years 115,425 110,684
Three to five years 9,375 11,608
Five years and thereafter 36 3
$ 3,287,276 3,168,155
Interest expense on deposits for the years ended December 31, 2025, 2024 and 2023 is summarized as follows (in thousands):
Years ended December 31,
2025 2024 2023
Savings deposits $ 3,609 3,443 2,184
NOW and money market accounts 273,101 245,874 125,471
Certificates of deposits 123,293 100,206 31,804
$ 400,003 349,523 159,459
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(9) Borrowed Funds
Borrowed funds as of December 31, 2025 and 2024 are summarized as follows (in thousands):
2025 2024
Securities sold under repurchase agreements $ 95,007 113,224
FHLBNY line of credit 275,000 385,000
FHLBNY advances
1,739,735 1,518,497
Purchase accounting adjustment on borrowed funds 2,213 3,714
Total borrowed funds $ 2,111,955 2,020,435
Total long-term borrowings totaled $ 550.0 million and $ 513.9 million as of December 31, 2025 and December 31, 2024, respectively, while total short-term borrowings totaled $ 1.56 billion and $ 1.51 billion for the same periods.
As of December 31, 2025, FHLBNY advances were at fixed rates and mature between January 2026 and August 2030, and as of December 31, 2024, FHLBNY advances were at fixed rates and mature between January 2025 and September 2027. These advances are secured by loans receivable under a blanket collateral agreement.
Scheduled maturities of FHLBNY advances, FRBNY Bank Term Funding Program ("BTFP") borrowings and lines of credit, including purchase accounting adjustments resulting from the Lakeland acquisition as of December 31, 2025 are as follows (in thousands):
2025
Due in one year or less $ 1,464,735
Due after one year through two years 400,000
Due after two years through three years —
Due after three years through four years 150,000
Due after four years through five years —
Thereafter —
Purchase accounting adjustment on borrowed funds 2,213
Total FHLBNY advances, FRBNY BTFP borrowings and overnight borrowings $ 2,016,948
Scheduled maturities of securities sold under repurchase agreements as of December 31, 2025 are as follows (in thousands):
2025
Due in one year or less $ 95,007
Thereafter —
Total securities sold under repurchase agreements $ 95,007
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The following tables set forth certain information as to borrowed funds for the years ended December 31, 2025 and 2024 (in thousands):
Maximum
balance
Average
balance
Weighted average
interest rate
2025
Securities sold under repurchase agreements $ 117,946 105,343 2.37 %
FHLBNY overnight borrowings 704,000 292,090 4.55
FHLBNY advances 2,368,897 1,617,909 3.99
2024
Securities sold under repurchase agreements $ 117,323 102,043 2.03 %
FHLBNY overnight borrowings 567,000 115,902 5.45
FHLBNY advances 1,518,497 1,290,836 3.41
FRBNY BTFP Borrowing 550,000 472,077 4.78
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 December 31, 2025 and December 31, 2024, the fair value of securities pledged to secure public deposits, repurchase agreements, lines of credit and FHLB advances, totaled $ 2.41 billion and $ 1.12 billion, respectively.
Interest expense on borrowings for the years ended December 31, 2025, 2024 and 2023 amounted to $ 80.3 million, $ 74.9 million and $ 56.0 million, respectively, while amortization expense related to purchase accounting for the years ended December 31, 2025, 2024 and 2023 amounted to a benefit of $ 1.5 million, $ 1.4 million and $ 105,000 , respectively.
(10) 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 year ended December 31, 2025 amounted to $ 783,000 .
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, with an initial quarterly call option of September 15, 2026. 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. The debt is included in Tier 2 capital for the Company.
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. The debt is included in Tier 2 capital for the Company.
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. The debt is included in Tier 2 capital for the Company.
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
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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. The debt is included in Tier 2 capital for the Company.
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. The debt is included in Tier 2 capital for the Company.
Subordinated debentures as of December 31, 2025 and 2024 totaled $ 406.6 million and $ 401.6 million, respectively.
(11) Benefit Plans
Pension and Post-retirement Benefits
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 pension 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. Based on the measurement date of December 31, 2025, no contributions will be made to the pension plan in 2026.
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.
The following table sets forth information regarding the pension plan and post-retirement healthcare and life insurance plans (in thousands):
Pension Post-retirement
2025 2024 2023 2025 2024 2023
Change in benefit obligation:
Benefit obligation at beginning of year $ 22,598 24,423 24,550 11,093 11,344 12,095
Service cost — — — 5 11 13
Interest cost 1,195 1,154 1,208 591 540 600
Actuarial (gain) loss 1,155 ( 1,340 ) 313 2,215 ( 121 ) ( 706 )
Benefits paid ( 1,688 ) ( 1,639 ) ( 1,648 ) ( 600 ) ( 681 ) ( 658 )
Change in actuarial assumptions — — — — — —
Benefit obligation at end of year $ 23,260 22,598 24,423 13,304 11,093 11,344
Change in plan assets:
Fair value of plan assets at beginning of year $ 55,870 52,734 47,930 — — —
Actual (loss) return on plan assets 6,821 4,775 6,452 — — —
Employer contributions — — — 600 681 658
Benefits paid ( 1,688 ) ( 1,639 ) ( 1,648 ) ( 600 ) ( 681 ) ( 658 )
Fair value of plan assets at end of year 61,003 55,870 52,734 — — —
Funded status at end of year $ 37,743 33,272 28,311 ( 13,304 ) ( 11,093 ) ( 11,344 )
For the years ended December 31, 2025 and 2024, the Company, in the measurement of its pension plan and post-retirement obligations updated its mortality assumptions to the PRI 2012 mortality table with the fully generational projection scale MP 2021 issued by The Society of Actuaries ("SOA") in October 2021. The prepaid pension benefits of $ 37.7 million
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and the unfunded post-retirement healthcare and life insurance benefits of $ 13.3 million as of December 31, 2025 are included in Other assets and Other liabilities, respectively, in the Consolidated Statements of Financial Condition.
The components of accumulated other comprehensive loss (income) related to the pension plan and other post-retirement benefits, on a pre-tax basis, as of December 31, 2025 and 2024 are summarized in the following table (in thousands):
Pension Post-retirement
2025 2024 2025 2024
Unrecognized prior service cost $ — — — —
Unrecognized net actuarial loss (income) 207 2,573 ( 4,329 ) ( 8,381 )
Total accumulated other comprehensive loss (income) $ 207 2,573 ( 4,329 ) ( 8,381 )
Net periodic (benefit) increase cost for the years ending December 31, 2025, 2024 and 2023, included the following components (in thousands):
Pension Post-retirement
2025 2024 2023 2025 2024 2023
Service cost $ — — — 5 11 13
Interest cost 1,195 1,154 1,208 591 540 600
Return on plan assets ( 3,300 ) ( 3,112 ) ( 2,824 ) — — —
Amortization of:
Net loss (gain) — 57 709 ( 1,836 ) ( 2,118 ) ( 2,130 )
Unrecognized prior service cost — — — — — —
Net periodic (benefit) increase cost $ ( 2,105 ) ( 1,901 ) ( 907 ) ( 1,240 ) ( 1,567 ) ( 1,517 )
The weighted average actuarial assumptions used in the plan determinations as of December 31, 2025, 2024 and 2023 were as follows:
Pension Post-retirement
2025 2024 2023 2025 2024 2023
Discount rate 5.35 % 5.50 % 4.90 % 5.35 % 5.50 % 4.90 %
Rate of compensation increase — — — — — —
Expected return on plan assets 6.00 6.00 6.00 — — —
Medical and life insurance benefits cost rate of increase — — — 6.00 5.00 5.50
The Company provides its actuary with certain rate assumptions used in measuring the benefit obligation. The most significant of these is the discount rate used to calculate the period-end present value of the benefit obligations, and the expense to be included in the following year’s financial statements. A lower discount rate will result in a higher benefit obligation and expense, while a higher discount rate will result in a lower benefit obligation and expense. The discount rate assumption was determined based on a cash flow-yield curve model specific to the Company’s pension and post-retirement plans. The Company compares this rate to certain market indices, such as long-term treasury bonds, or the Citigroup pension liability indices, for reasonableness. A discount rate of 5.35 % was selected for the December 31, 2025 measurement date.
Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A 1% change in the assumed health care cost trend rate would have had the following effects on post-retirement benefits as of December 31, 2025 (in thousands):
1% increase 1% decrease
Effect on total service cost and interest cost $ 61 52
Effect on post-retirement benefits obligation $ 1,698 1,451
Estimated future benefit payments, which reflect expected future service, as appropriate for the next five years, are as follows (in thousands):
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Pension Post-retirement
2026 $ 1,840 894
2027 1,825 899
2028 1,832 933
2029 1,839 923
2030 1,844 937
The weighted-average asset allocation of pension plan assets as of December 31, 2025 and 2024 were as follows:
Asset Category 2025 2024
Domestic equities 38 % 37 %
Foreign equities 11 11
Fixed income 49 50
Real estate 2 2
Total 100 % 100 %
The Company’s expected return on pension plan assets assumption is based on historical investment return experience and evaluation of input from the Plan's Investment Consultant and the Company's Benefits Committee which manages the pension plan’s assets. The expected return on pension plan assets is also impacted by the target allocation of assets, which is based on the Company’s goal of earning the highest rate of return while maintaining risk at acceptable levels.
Management strives to have pension plan assets sufficiently diversified so that adverse or unexpected results from one security class will not have a significant detrimental impact on the entire portfolio. The target allocation of assets and acceptable ranges around the targets are as follows:
Asset Category Target Allowable Range
Domestic equities 37 % 30 - 41 %
Foreign equities 11 5 - 13 %
Fixed income 50 40 - 65 %
Real estate 2 0 - 4 %
Total 100 %
The Company anticipates that the long-term asset allocation on average will approximate the targeted allocation. Actual asset allocations are the result of investment decisions by a third-party investment manager.
The following tables present the assets that are measured at fair value on a recurring basis by level within the GAAP fair value hierarchy as reported on the statements of net assets available for Plan benefits as of December 31, 2025 and 2024, respectively (in thousands):
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
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Fair value measurements as of December 31, 2025
Total (Level 1) (Level 2) (Level 3)
Group annuity contracts $ 76 — 76 —
Mutual funds:
Fixed income 29,737 29,737 — —
International equity 6,711 6,711 — —
Large U.S. equity 1,838 1,838 — —
Small/Mid U.S. equity 1,248 1,248 — —
Total mutual funds 39,534 39,534 — —
Pooled separate accounts 21,393 — 21,393 —
Total Plan assets $ 61,003 39,534 21,469 —
Fair value measurements as of December 31, 2024
Total (Level 1) (Level 2) (Level 3)
Group annuity contracts $ 73 — 73 —
Mutual funds:
Fixed income 27,740 27,740 — —
International equity 6,042 6,042 — —
Large U.S. equity 1,654 1,654 — —
Small/Mid U.S. equity 1,127 1,127 — —
Total mutual funds 36,563 36,563 — —
Pooled separate accounts 19,234 — 19,234 —
Total Plan assets $ 55,870 36,563 19,307 —
401(k) Plan
The Bank has a 401(k) plan, and in connection with the merger with Lakeland assumed the Lakeland Bancorp, Inc. Salary Savings 401(k) and Trust Plan, both of which cover substantially all employees of the Bank. For 2025, the Bank matched 50 % of the first 8 % contributed by the participants, while for 2024 and 2023, the Bank matched 25 % of the first 6 % contributed by the participants. The contribution percentage is determined by the board of directors in its sole discretion. The Bank’s aggregate contributions to the 401(k) Plan for 2025, 2024 and 2023 were $ 5.2 million, $ 2.5 million and $ 1.3 million, respectively.
Supplemental Executive Retirement Plan
The Bank maintains a non-qualified supplemental retirement plan for certain senior officers of the Bank. This unfunded plan, which was frozen as of April 1, 2003, provides benefits in excess of the benefits permitted to be paid by the pension plan under provisions of the tax law. Amounts expensed under this supplemental retirement plan amounted to $ 332,000 , $ 76,000 and $ 73,000 for the years 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, $ 1.5 million and $ 1.6 million, respectively, were recorded in Other liabilities on the Consolidated Statements of Financial Condition for this supplemental retirement plan. In connection with this supplemental retirement plan, a decrease of $ 26,000 , net of tax, was recorded in other comprehensive income (loss) for 2025, while there was a $ 57,000 increase recorded in other comprehensive income (loss) for both the 2024 and 2023 periods, respectively.
Retirement Plan for the Board of Directors of Provident Bank
The Bank maintains a Retirement Plan for the board of directors of the Bank, a non-qualified plan that provides cash payments for up to 10 years to eligible retired board members based on age and length of service requirements. The maximum payment under this plan to a board member, who terminates service on or after the age of 72 with at least ten years of service on the board, is forty quarterly payments of $ 2,500 . The Bank may suspend payments under this plan if it does not meet FDIC or NJDOBI minimum capital requirements. The Bank may terminate this plan at any time although such termination may not reduce or eliminate any benefit previously accrued to a board member without his or her consent. The plan was amended in
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December 2005 to terminate benefits under this plan for any directors who had less than ten years of service on the board of directors of the Bank as of December 31, 2006.
The plan further provides that, in the event of a change in control (as defined in the plan), the undistributed balance of a director’s accrued benefit will be distributed to him or her within 60 days of the change in control. The Bank paid $ 10,000 , $ 10,000 , and $ 5,000 to former board members under this plan for each of the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, $ 753,000 and $ 776,000 , respectively, were recorded in other liabilities on the Consolidated Statements of Financial Condition for this retirement plan. Minimal increases of $ 782 and $ 500 , net of tax, was recorded in other comprehensive income for 2025 and 2024, respectively, while there was a decrease of $ 7,000 recorded in 2023, respectively, in connection with this plan.
Employee Stock Ownership Plan
The ESOP was a tax-qualified plan designed to invest primarily in the Company’s common stock that provided employees with the opportunity to receive a funded retirement benefit from the Bank, based primarily on the value of the Company’s common stock. The ESOP purchased 4,769,464 shares of the Company’s common stock at an average price of $ 17.09 per share with the proceeds of a loan from the Company to the ESOP. As of December 31, 2025, there was no outstanding loan principal, as the Bank made the final repayment on borrowed funds in December 2024 and a final allocation of shares was made to participants in May 2025.
As of December 31, 2025, there were no remaining unallocated ESOP shares held in suspense and no ESOP compensation expense, as final repayment was made in December 2024. For the year ending December 31, 2024, 286,564 shares from the ESOP were released. ESOP compensation expense for the years ended December 31, 2024 and 2023 was $ 2.6 million and $ 3.1 million, respectively.
Non-Qualified Supplemental Defined Contribution Plan (“the Supplemental Employee Stock Ownership Plan”)
Effective January 1, 2004, the Bank established a deferred compensation plan for executive management and key employees of the Bank, known as Provident Bank Non-Qualified Supplemental Employee Stock Ownership Plan (the “Supplemental ESOP”). The Supplemental ESOP was amended and restated as the Non-Qualified Supplemental Defined Contribution Plan (the “Supplemental DC Plan”), effective January 1, 2010. The Supplemental DC Plan is a non-qualified plan that provides additional benefits to certain executives whose benefits under the 401(k) Plan and ESOP are limited by tax law limitations applicable to tax-qualified plans. The Supplemental DC Plan requires a contribution by the Bank for each participant who also participates in the 401(k) Plan and ESOP equal to the amount that would have been contributed under the terms of the 401(k) Plan and ESOP but for the tax law limitations, less the amount actually contributed under the 401(k) Plan and ESOP.
The Supplemental DC Plan provides for a phantom stock allocation for qualified contributions that may not be accrued in the qualified ESOP and for matching contributions that may not be accrued in the qualified 401(k) Plan due to tax law limitations. Under the Supplemental 401(k) provision, the estimated expense (benefit) for the years ending December 31, 2025, 2024 and 2023 was $ 60,000 , $ 37,000 and $ 262,000 , respectively, and included the matching contributions plus interest credited at an annual rate equal to the ten-year bond-equivalent yield on U.S. Treasury securities. Under the Supplemental ESOP provision, the estimated expense for the years ending December 31, 2025, 2024 and 2023 was $ 5,000 , $ 23,000 and $ 432,000 , respectively. The phantom equity is treated as equity awards (expensed at the time of allocation) and not liability awards which would require periodic adjustment to market, as participants do not have an option to take their distribution in cash.
2024 Equity Plan
Upon stockholders’ approval of the 2024 Equity Plan on April 25, 2024, shares available for stock awards and stock options under the Amended and Restated Long-Term Incentive Plan were reserved for issuance under the new 2024 Equity Plan. No additional grants of stock awards and stock options will be made under the Amended and Restated Long-Term Incentive Plan. The new plan authorized the issuance of up to 2,100,000 shares of Company common stock to be issued as stock awards. As of December 31, 2025, 2,272,244 shares remain available for grant under the plan. Shares previously awarded under prior equity incentive plans that are subsequently forfeited or expire may also be issued under this new plan.
Restricted Stock Awards
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As a general rule, restricted stock grants are held in escrow for the benefit of the award recipient until vested. Awards outstanding generally vest in three annual installments, commencing one year from the date of the award. Additionally, certain awards are three-year performance-vesting awards, which may or may not vest depending upon the attainment of certain corporate financial targets. Expense attributable to stock awards amounted to $ 7.9 million, $ 8.4 million and $ 7.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
A summary status of the granted but unvested stock award as of December 31, 2025 and changes during the year, is presented below:
Restricted Stock Awards
2025 2024 2023
Outstanding at beginning of year 452,311 265,000 244,438
Granted 10,209 371,219 179,398
Exercised ( 288,675 ) ( 153,931 ) ( 142,793 )
Forfeited ( 7,993 ) ( 29,977 ) ( 16,043 )
Outstanding at the end of year 165,852 452,311 265,000
As of December 31, 2025, unrecognized compensation cost relating to unvested restricted stock awards totaled $ 7.9 million. This amount will be recognized over a remaining weighted average period of 1.6 years.
Performance-Based Restricted Stock
Performance-based restricted stock awards generally vest after a three years performance period, with the total share quantity dependent on the Company meeting certain target performance conditions ranging from 0 % to 150 %. The fair value of performance-based restricted stock awards used to determine compensation expense for the Return on Average Tangible Equity/Total Shareholder Return ("ROATE/TSR") modifier is calculated using the Monte-Carlo simulation model for total stockholder return awards.
A summary status of the performance-based restricted award as of December 31, 2025 and changes during the year, is presented below:
Performance-Based Restricted Stock
2025 2024 2023
Outstanding at beginning of year 1,010,527 788,092 778,692
Granted 479,127 530,141 247,655
Exercised ( 215,958 ) ( 274,376 ) ( 185,968 )
Forfeited ( 99,441 ) ( 33,330 ) ( 52,287 )
Outstanding at the end of year (1)
1,174,255 1,010,527 788,092
(1) If the performance-based stock was to achieve the max target performance of 150 %, the total number of shares would increase by 63,332 for 2025.
Restricted Stock Units ("RSUs")
RSUs earn dividend equivalents (equal to cash dividends paid on the Company's common share) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee on the quarterly dividend date, or forfeited if the applicable performance or service conditions are not met.
Expense attributable to stock units amounted to $ 2.4 million and $ 1.1 million for the years ended December 31, 2025 and 2024, respectively. We did not have RSUs on our books in 2023.
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A summary status of the granted but unvested stock units as of December 31, 2025 and changes during the year, is presented below:
Restricted Stock Units
2025 2024 2023
Outstanding at beginning of year 295,810 — —
Granted 238,302 302,805 —
Exercised ( 69,839 ) ( 3,414 ) —
Forfeited ( 35,844 ) ( 3,581 ) —
Outstanding at the end of year 428,429 295,810 —
As of December 31, 2025, unrecognized compensation cost relating to unvested restricted stock units totaled $ 4.1 million. This amount will be recognized over a remaining weighted average period of 1.6 years.
Stock Options
Each stock option granted entitles the holder to purchase one share of the Company’s common stock at an exercise price not less than the fair value of a share of the Company’s common stock at the date of grant. Options generally vest over a five-year period from the date of grant and expire no later than 10 years following the grant date. Additionally, certain options are three-year performance-vesting options, which may or may not vest depending upon the attainment of certain corporate financial targets.
A summary of the status of the granted but unexercised stock options as of December 31, 2025, 2024 and 2023, and changes during the year is presented below:
2025 2024 2023
Number
of
stock
options
Weighted
average
exercise
price
Number
of
stock
options
Weighted
average
exercise
price
Number
of
stock
options
Weighted
average
exercise
price
Outstanding at beginning of year 468,163 $ 19.89 548,925 $ 19.37 600,806 $ 19.01
Granted — — — — — —
Exercised ( 65,972 ) 18.34 — — ( 51,881 ) 15.23
Forfeited — — — — — —
Expired — — ( 80,762 ) 16.38 — —
Outstanding at the end of year 402,191 $ 20.14 468,163 $ 19.89 548,925 $ 19.37
The total fair value of options vesting during 2025, 2024 and 2023 was $ 66,000 , $ 133,000 and $ 198,000 , respectively.
After March 2025, there are no unvested stock options expensed.
The following table summarizes information about stock options outstanding as of December 31, 2025:
Options Outstanding Options Exercisable
Range of exercise prices Number
of
options
outstanding
Average
remaining
contractual
life
Weighted
average
exercise
price
Number
of
options
exercisable
Weighted
average
exercise
price
$ 18.70 - 18.70
76,327 1.0 $ 18.70 76,327 $ 18.70
$ 20.62 - 27.25
325,864 3.8 $ 23.20 325,864 $ 23.20
The stock options outstanding and stock options exercisable as of December 31, 2025, both had an aggregate intrinsic value of $ 80,000 .
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The expense related to stock options is based on the fair value of the options at the date of the grant and is recognized ratably over the vesting period of the options.
Compensation expense related to the Company’s stock option plan totaled $ 11,000 , $ 77,000 and $ 144,000 for 2025, 2024 and 2023, respectively.
The estimated fair values were determined on the dates of grant using the Black-Scholes Option pricing model. The fair value of the Company’s stock option awards are expensed on a straight-line basis over the vesting period of the stock option. The risk-free rate is based on the implied yield on a U.S. Treasury bond with a term approximating the expected term of the option. The expected volatility computation is based on historical volatility over a period approximating the expected term of the option. The dividend yield is based on the annual dividend payment per share, divided by the grant date stock price. The expected option term is a function of the option life and the vesting period.
There were no options granted during 2025.
(12) Income Taxes
The current and deferred amounts of income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands):
Years ended December 31,
2025 2024 2023
Current:
Federal $ 54,892 30,510 31,972
State 37,644 15,851 12,684
Total current income tax expense 92,536 46,361 44,656
Deferred:
Federal 15,075 ( 1,406 ) 905
State 9,386 ( 10,865 ) 1,820
Total deferred income tax expense 24,461 ( 12,271 ) 2,725
Total income tax expense $ 116,997 34,090 47,381
The Company recorded a deferred tax expense (benefit) of $ 37.3 million, ($ 5.0 ) million and $ 11.1 million during 2025, 2024 and 2023, respectively, related to the unrealized gains (losses) on available for sale debt securities, which is reported in accumulated other comprehensive income (loss), net of tax. The Company recorded a deferred tax (benefit) expense of ($ 2.5 ) million, ($ 2.0 ) million and ($ 3.9 ) million in 2025, 2024 and 2023, respectively, related to the unrealized gains (losses) on cash flow hedge advances, which is reported in accumulated other comprehensive income (losses), net of tax. Also, the Company recorded a deferred tax (benefit) expense of ($ 1.1 ) million, $ 1.1 million and $ 884,000 in 2025, 2024 and 2023, respectively, related to the amortization of post-retirement benefit obligations, which is reported in accumulated other comprehensive income (loss), net of tax.
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A reconciliation between the amount of reported total income tax expense and the amount computed by multiplying the applicable statutory income tax rate is as follows for the year ended December 31, 2025 (in thousands):
Years ended December 31,
2025 %
Tax expense at statutory rates $ 85,713 21.00 %
Increase (decrease) in taxes resulting from:
State tax, net of federal income tax benefit (1)
37,153 9.10
Rate Change — —
Tax-exempt interest income, net ( 2,760 ) ( 0.68 )
Bank-owned life insurance ( 2,127 ) ( 0.52 )
Renewable energy tax credits, net ( 3,380 ) ( 0.83 )
Other, net 2,398 0.59
Total income tax expense $ 116,997 28.66 %
(1) State and local income taxes in New Jersey comprise the majority of the domestic state and local income taxes, net of federal effect category.
Additionally, a reconciliation between the amount of reported total income tax expense and the amount computed by multiplying the applicable statutory income tax rate is as follows for the years ended December 31, 2024 and 2023 (in thousands):
2024 2023
Tax expense at statutory rates $ 31,419 36,932
Increase (decrease) in taxes resulting from:
State tax, net of Federal income tax benefit 11,027 11,313
Rate Change ( 7,008 ) —
Tax-exempt interest income ( 2,861 ) ( 2,514 )
Bank-owned life insurance ( 2,459 ) ( 1,361 )
Other, net 3,972 3,011
Total income tax expense $ 34,090 47,381
The net deferred tax asset is included in other assets in the Consolidated Statements of Financial Condition. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024 are as follows (in thousands):
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2025 2024
Deferred tax assets:
Allowance for credit losses on loans $ 51,650 54,931
Allowance for credit loss on off-balance sheet ("OBS") credit exposure 1,915 1,998
Post-retirement benefit 4,534 5,485
Deferred compensation 3,420 2,926
Purchase accounting adjustments 54,228 105,950
Depreciation 5,661 4,836
SERP 1,146 1,991
Accrued Bonus 5,569 —
Stock-based compensation 3,143 3,694
Non-accrual interest 674 807
State Net Operating Loss ("NOL") 9,018 2,268
Federal NOL 15,855 1,389
Capital Loss Carryforward 600 —
Unrealized losses on available for sale debt securities 28,531 66,646
Net unrealized loss on hedging activities 625 —
Lease liability 17,086 18,489
Other 4,678 4,666
Total gross deferred tax assets 208,333 276,076
Deferred tax liabilities:
Pension expense 10,608 10,161
Contingent consideration 560 436
Deferred loan costs 11,651 17,668
Investment securities, principally due to accretion of discounts 101 71
Intangibles 2,479 2,151
Originated mortgage servicing rights 111 129
Pension liability adjustments 1,191 2,546
Net unrealized gain on hedging activities — 1,641
Lease right-of-use asset 16,196 17,648
Total gross deferred tax liabilities 42,897 52,451
Net deferred tax asset $ 165,436 223,625
The components of income taxes paid (net of refunds) disaggregated by federal and state as of December 31, 2025 are as follows (in thousands):
Years ended December 31,
2025
US federal (1)
$ 66,997
US state and local:
New Jersey 26,845
New York State 5,221
New York City 3,037
Other 550
Total $ 102,650
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(1) The US federal amount of income taxes paid during the 2025 includes the net cost of the transferrable tax credits.
Retained earnings as of December 31, 2025 includes approximately $ 51.8 million for which no provision for income tax has been made. This amount represents an allocation of income to bad debt deductions for tax purposes only. Events that would result in taxation of these reserves include the failure to qualify as a bank for tax purposes, distributions in complete or partial liquidation, stock redemptions and excess distributions to stockholders. As of December 31, 2025, the Company had an unrecognized tax liability of $ 14.7 million with respect to this reserve.
As a result of Lakeland acquisition, the Company acquired federal net operation loss carryforwards. There were approximately $ 74.9 million of NOL carryforwards available to offset future taxable income as of December 31, 2025. The federal NOLs are subject to annual Code Section 382 limitation in the amount of approximately $ 30 million. The balance can be carried forward indefinitely, subject to 80 % taxable income limit on utilization. The Company has a state NOL carryforward of $ 126.3 million as a result of the Lakeland acquisition. These net operating losses are subject to an annual limitation of approximately $ 29.3 million under IRS section 382. Management has determined that it is more likely than not that it will realize the net deferred tax asset based upon the nature and timing of the items listed above. In order to fully realize the net deferred tax asset; however, there can be no assurance that such levels of taxable income will be generated.
The Company’s policy is to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Company did not have any liabilities for uncertain tax positions as of December 31, 2025 and 2024.
The Company and its subsidiaries is required to file a combined New Jersey state income tax return on apportioned and allocated income. Also, the Company and its subsidiaries file a combined tax income tax return in New York State, New York City. The Company, through its bank subsidiary, files a Pennsylvania Mutual Thrift Institution Tax return.
The Company's Federal and Pennsylvania Mutual Thrift Institutions tax returns are open for examination from 2022. The Company's New York State tax returns are open for examination from 2021. The Company's New Jersey State tax returns are open for examination from 2020. Currently, the company’s income tax return for periods ended 12/31/2020-12/31/2023 are under audit form New Jersey Division of Taxation. The company’s income tax returns for period ended 12/31/2022-12/31/2024 are under examination from New Your State tax authorities. As of December 31, 2025, there were no material adjustments proposed by the relevant authorities.
On July 4, 2025, One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes significant changes to U.S. tax law, including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as 100% bonus depreciation, the immediate expensing of domestic research and development costs, and the limitation on the deductibility of business interest expense. There were no material effects of the Act impacting the consolidated financial statements.
(13) Commitments and Concentrations of Credit Risk
In the normal course of conducting its business, the Bank extends credit to meet the financing needs of its customers through commitments. Commitments and contingent liabilities, such as commitments to extend credit (including loan commitments) of $ 3.71 billion and $ 2.73 billion as of December 31, 2025 and 2024, respectively, and undisbursed home equity and personal credit lines of $ 644.9 million and $ 382.1 million, as of December 31, 2025 and 2024, respectively, are not reflected in the accompanying consolidated financial statements. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. The Bank uses the same credit policies and collateral requirements in making commitments and conditional obligations as it does for on-balance sheet loans. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the borrower.
The Bank grants residential real estate loans on single- and multi-family dwellings to borrowers primarily in New Jersey. Its borrowers’ abilities to repay their obligations are dependent upon various factors, including the borrowers’ income and net worth, cash flows generated by the underlying collateral and value of the underlying collateral. Such factors are dependent upon various economic conditions and individual circumstances beyond the Bank’s control; the Bank is therefore subject to risk of loss. The Bank believes that its lending policies and procedures adequately minimize the potential exposure to such risks
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and that adequate provisions for loan losses are provided for all known and inherent risks. Collateral and/or guarantees are required for virtually all loans.
A substantial portion of the Bank’s loans are to borrowers operating in or, are secured by real estate located in New Jersey, our primary market area. Accordingly, the collectability of a substantial portion of the Bank’s loan portfolio may be susceptible to changes in local real estate market conditions and the regional business environment.
(14) Contingencies
The Company is involved in various legal actions and claims arising in the normal course of its business. Liabilities for loss contingencies arising from such litigation and claims are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.
As of December 31, 2025, $ 2.1 million was recorded in total contingent litigation reserves.
(15) Regulatory Capital Requirements
FDIC regulations require banks to maintain minimum levels of regulatory capital. Under the regulations in effect as of December 31, 2025, the Bank is required to maintain: (1) a Tier 1 capital to total assets leverage ratio of 4.0 %; (2) a common equity Tier 1 capital to risk-based assets ratio of 4.5 %; (3) a Tier 1 capital to risk-based assets ratio of 6.0 %; and (4) a total capital to risk-based assets ratio of 8.0 %. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5 % of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital requirements.
Under its prompt corrective action regulations, the FDIC is required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution. Such actions could have a direct material effect on an institution’s financial statements. The regulations establish a framework for the classification of savings institutions into five categories: well capitalized; adequately capitalized; undercapitalized, significantly undercapitalized; and critically undercapitalized. Generally, an institution is considered well capitalized if it has: a leverage (Tier 1) capital ratio of at least 5.00 %; a common equity Tier 1 risk-based capital ratio of 6.50 %; a Tier 1 risk-based capital ratio of at least 8.00 %; and a total risk-based capital ratio of at least 10.00 %.
In the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule providing banking institutions that adopt CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with its adoption of CECL on January 1, 2020, the Company elected to utilize the five-year CECL transition.
The foregoing capital ratios are based in part on specific quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the FDIC about capital components, risk weightings and other factors.
As of December 31, 2025 and 2024, the Bank exceeded all minimum capital adequacy requirements to which it is subject. Further, the most recent FDIC notification categorized the Bank as a well-capitalized institution under the prompt corrective action regulations. There have been no conditions or events since that notification that management believes have changed the Bank’s capital classification.
The Company is regulated as a bank holding company, and as such, is subject to examination, regulation and periodic reporting under the Bank Holding Company Act, as administered by the Federal Reserve Board (“FRB”). The FRB has adopted capital adequacy guidelines for bank holding companies on a consolidated basis substantially similar to those of the FDIC for the Bank. As of December 31, 2025 and 2024, the Company was “well capitalized” under FRB guidelines. Regulations of the FRB provide that a bank holding company must serve as a source of strength to any of its subsidiary banks and must not conduct its activities in an unsafe or unsound manner. Under the prompt corrective action provisions discussed above, a bank holding company parent of an undercapitalized subsidiary bank would be directed to guarantee, within limitations, the capital restoration plan that is required of such an undercapitalized bank. If the undercapitalized bank fails to file an acceptable capital restoration plan or fails to implement an accepted plan, the FRB may prohibit the bank holding
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company parent of the undercapitalized bank from paying any dividend or making any other form of capital distribution without the prior approval of the FRB.
The following table shows the Company’s actual capital amounts and ratios as of December 31, 2025 and 2024, compared to the FRB minimum capital adequacy requirements and the FRB requirements for classification as a well-capitalized institution (dollars in thousands).
Actual capital FRB minimum capital
adequacy requirements FRB minimum capital
adequacy requirements with capital conservation buffer
To be well-capitalized
under prompt corrective
action provisions
Amount Ratio Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2025
Tier 1 leverage capital $ 2,172,179 9.01 % $ 964,757 4.00 % $ 964,757 4.00 % $ 1,205,947 5.00 %
Common equity Tier 1 risk-based capital 2,172,179 10.52 929,277 4.50 1,445,542 7.00 1,342,289 6.50
Tier 1 risk-based capital 2,172,179 10.52 1,239,036 6.00 1,755,301 8.50 1,652,048 8.00
Total risk-based capital 2,801,492 13.57 1,652,048 8.00 2,168,313 10.50 2,065,060 10.00
Actual capital FRB minimum capital
adequacy requirements
FRB minimum capital
adequacy requirements with capital conservation buffer To be well-capitalized
under prompt corrective
action provisions
Amount Ratio Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2024
Tier 1 leverage capital $ 1,984,052 8.50 % $ 933,491 4.00 % $ 933,491 4.00 % $ 1,166,864 5.00 %
Common equity Tier 1 risk-based capital 1,984,052 9.98 894,957 4.50 1,392,156 7.00 1,292,716 6.50
Tier 1 risk-based capital 1,984,052 9.98 1,193,276 6.00 1,690,475 8.50 1,591,035 8.00
Total risk-based capital 2,614,625 13.15 1,591,035 8.00 2,088,233 10.50 1,988,794 10.00
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The following table shows the Bank’s actual capital amounts and ratios as of December 31, 2025 and 2024, compared to the FDIC minimum capital adequacy requirements and the FDIC requirements for classification as a well-capitalized institution (dollars in thousands).
Actual capital FDIC minimum capital
adequacy requirements FDIC minimum capital
adequacy requirements with capital conservation buffer
To be well-capitalized
under prompt corrective
action provisions
Amount Ratio Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2025
Tier 1 leverage capital $ 2,504,536 10.38 % $ 965,017 4.00 % $ 965,017 4.00 % $ 1,206,271 5.00 %
Common equity Tier 1 risk-based capital 2,504,536 12.15 927,732 4.50 1,443,138 7.00 1,340,057 6.50
Tier 1 risk-based capital 2,504,536 12.15 1,236,975 6.00 1,752,382 8.50 1,649,301 8.00
Total risk-based capital 2,696,167 13.08 1,649,301 8.00 2,164,707 10.50 2,061,626 10.00
Actual capital FDIC minimum capital
adequacy requirements
FRB minimum capital
adequacy requirements with capital conservation buffer To be well-capitalized
under prompt corrective
action provisions
Amount Ratio Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2024
Tier 1 leverage capital $ 2,265,907 9.72 % $ 932,593 4.00 % $ 932,593 4.00 % $ 1,165,742 5.00 %
Common equity Tier 1 risk-based capital 2,265,907 11.42 892,544 4.50 1,388,402 7.00 1,289,231 6.50
Tier 1 risk-based capital 2,265,907 11.42 1,190,059 6.00 1,685,917 8.50 1,586,745 8.00
Total risk-based capital 2,458,799 12.40 1,586,745 8.00 2,082,603 10.50 1,983,432 10.00
(16) 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 at default includes an estimated drawdown of unused credit based on historical credit utilization factors and current loss factors, resulting in a proportionate amount of expected credit losses.
For the years ended December 31, 2025, 2024 and 2023, the Company recorded a $ 545,000 provision release, a $ 4.0 million provision and a $ 264,000 provision for credit losses for off-balance sheet credit exposures, respectively.
The allowance for credit losses for off-balance sheet credit exposures was $ 6.8 million and $ 7.4 million as of December 31, 2025 and 2024, respectively, and are included in Other liabilities on the Consolidated Statements of Financial Condition.
(17) 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, the Company 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
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measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of fair value hierarchy are as follows:
Level 1: Unadjusted quoted market prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
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 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 December 31, 2025 and December 31, 2024.
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
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borrowings and brokered demand deposits. The change in the fair value of these derivatives is recorded in accumulated other comprehensive income (loss), and is subsequently reclassified into earnings in the period that the forecasted transactions affect earnings.
The fair value of the Company's derivatives is determined using discounted cash flow analysis using observable market-based inputs, which are considered Level 2 inputs.
Assets Measured at Fair Value on a Non-Recurring Basis
The valuation techniques described below were used to estimate fair value of financial instruments measured on a non-recurring basis as of December 31, 2025 and 2024.
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 the lower of the outstanding loan balance at the time of foreclosure or 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 during the years ended December 31, 2025 and 2024.
The following tables present the assets and liabilities reported on the consolidated statements of financial condition at their fair value as of December 31, 2025 and 2024, by level within the fair value hierarchy (in thousands):
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Fair Value Measurements at Reporting Date Using:
December 31, 2025 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 $ 266,744 266,744 — —
Government-agency obligations 33,539 — 33,539 —
Mortgage-backed securities 2,612,347 — 2,612,347 —
Asset-backed securities 41,761 — 41,761 —
State and municipal obligations 112,999 — 112,999 —
Corporate obligations 97,366 — 97,366 —
Total available for sale debt securities $ 3,164,756 266,744 2,898,012 —
Equity Securities 19,875 19,875 — —
Derivative assets 105,734 — 105,734 —
$ 3,290,365 286,619 3,003,746 —
Derivative liabilities $ 108,102 — 108,102 —
Measured on a non-recurring basis:
Loans measured for impairment based on the fair value of the underlying collateral $ 54,506 — — 54,506
Foreclosed assets 2,015 — — 2,015
$ 56,521 — — 56,521
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Fair Value Measurements at Reporting Date Using:
December 31, 2024 Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs
(Level 3)
Measured on a recurring basis:
Available for sale debt securities:
U.S. Treasury obligations $ 330,598 330,598 — —
Government-agency obligations 107,235 — 107,235 —
Mortgage-backed securities 2,062,159 — 2,062,159 —
Asset-backed securities 47,563 — 47,563 —
State and municipal obligations 116,917 — 116,917 —
Corporate obligations 104,443 — 104,443 —
Total available for sale debt securities $ 2,768,915 330,598 2,438,317 —
Equity Securities 19,110 19,110 — —
Derivative assets 188,940 — 188,940 —
$ 2,976,965 349,708 2,627,257 —
Derivative liabilities $ 172,601 — 172,601 —
Measured on a non-recurring basis:
Loans measured for impairment based on the fair value of the underlying collateral $ 11,023 — — 11,023
Foreclosed assets 9,473 — — 9,473
$ 20,496 — — 20,496
There were no transfers between Level 1, Level 2 and Level 3 during the years ended December 31, 2025 and 2024.
Other Fair Value Disclosures
The Company is required to disclose estimated fair value of financial instruments, both assets and liabilities on and off 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 December 31, 2025 and December 31, 2024, $ 2.4 million and $ 70,000 respectively, were 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.
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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. 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.
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.
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.
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The following tables present the Company’s financial instruments at their carrying and fair values as of December 31, 2025 and December 31, 2024. Fair values are presented by level within the fair value hierarchy:
Fair Value Measurements as of December 31, 2025 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 $ 211,484 211,484 211,484 — —
Available for sale debt securities:
U.S. Treasury obligations 266,744 266,744 266,744 — —
Government-agency obligations 33,539 33,539 — 33,539 —
Mortgage-backed securities 2,612,347 2,612,347 — 2,612,347 —
Asset-backed securities 41,761 41,761 — 41,761 —
State and municipal obligations 112,999 112,999 — 112,999 —
Corporate obligations 97,366 97,366 — 97,366 —
Total available for sale debt securities $ 3,164,756 3,164,756 266,744 2,898,012 —
Held to maturity debt securities, net of allowance for credit losses:
Government-agency obligations $ 3,400 3,378 — 3,378 —
State and municipal obligations 276,585 269,711 — 269,711 —
Corporate obligations 2,142 2,129 — 2,129 —
Total held to maturity debt securities, net of allowance for credit losses $ 282,127 275,218 — 275,218 —
FHLBNY and other stock 115,687 115,687 115,687 — —
Equity Securities 19,875 19,875 19,875 — —
Loans, net of allowance for credit losses 19,334,004 19,421,891 — — 19,421,891
Derivative assets 105,734 105,734 — 105,734 —
Financial liabilities:
Deposits other than certificates of deposits $ 15,991,407 15,991,407 15,991,407 — —
Certificates of deposit 3,287,276 3,288,485 — 3,288,485 —
Total deposits $ 19,278,683 19,279,892 15,991,407 3,288,485 —
Borrowings 2,111,955 2,116,467 — 2,116,467 —
Subordinated Debentures 406,582 433,450 — 433,450 —
Derivative liabilities 108,102 108,102 — 108,102 —
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Fair Value Measurements as of December 31, 2024 Using:
(Dollars in thousands) Carrying
value
Fair
value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial assets:
Cash and cash equivalents $ 205,939 205,939 205,939 — —
Available for sale debt securities:
U.S. Treasury obligations 330,598 330,598 330,598 — —
Government-agency obligations 107,235 107,235 — 107,235 —
Mortgage-backed securities 2,062,159 2,062,159 — 2,062,159 —
Asset-backed securities 47,563 47,563 — 47,563 —
State and municipal obligations 116,917 116,917 — 116,917 —
Corporate obligations 104,443 104,443 — 104,443 —
Total available for sale debt securities $ 2,768,915 2,768,915 330,598 2,438,317 —
Held to maturity debt securities:
Government-agency obligations 9,999 9,707 — 9,707 —
State and municipal obligations 311,106 297,674 — 297,674 —
Corporate obligations 6,518 6,352 — 6,352 —
Total held to maturity debt securities, net of allowance for credit losses $ 327,623 313,733 — 313,733 —
FHLBNY stock 112,767 112,767 112,767 — —
Equity Securities 19,110 19,110 19,110 — —
Loans, net of allowance for credit losses 18,628,391 18,442,167 — — 18,442,167
Derivative assets 188,940 188,940 — 188,940 —
Financial liabilities:
Deposits other than certificates of deposits $ 15,455,658 15,455,658 15,455,658 — —
Certificates of deposit 3,168,155 3,168,216 — 3,168,216 —
Total deposits $ 18,623,813 18,623,874 15,455,658 3,168,216 —
Borrowings 2,020,435 2,017,013 — 2,017,013 —
Subordinated Debentures 401,608 423,675 — 423,675 —
Derivative liabilities 172,601 172,601 — 172,601 —
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(18) Earnings Per Share
The following is a reconciliation of the outstanding shares used in the basic and diluted earnings per share calculations.
For the Year Ended December 31,
2025 2024 2023
(In thousands, except per share data)
Net income $ 291,160 115,525 128,398
Basic weighted average common shares outstanding 130,462,418 109,668,911 74,844,489
Plus:
Dilutive shares 44,652 43,821 28,767
Diluted weighted average common shares outstanding 130,507,070 109,712,732 74,873,256
Earnings per share:
Basic $ 2.23 1.05 1.72
Diluted $ 2.23 1.05 1.71
Anti-dilutive stock options and awards totaling 982,721 shares, 1,447,878 shares and 1,222,890 shares as of December 31, 2025, 2024 and 2023, respectively, were excluded from the earnings per share calculations.
(19) Parent-only Financial Information
The condensed financial statements of Provident Financial Services, Inc. (parent company only) are presented below:
Condensed Statements of Financial Condition
(Dollars in Thousands)
December 31, 2025 December 31, 2024
Assets
Cash and due from banks $ 3,463 47,677
Available for sale debt securities, at fair value 1,293 1,241
Investment in subsidiary 3,165,570 2,883,062
Due from subsidiary—SAP 50,916 61,836
Other assets 22,724 13,382
Total assets $ 3,243,966 3,007,198
Liabilities and Stockholders’ Equity
Other liabilities 4,172 4,383
Subordinated Debentures 406,582 401,608
Total stockholders’ equity 2,833,212 2,601,207
Total liabilities and stockholders’ equity $ 3,243,966 3,007,198
133
Condensed Statements of Operations
(Dollars in Thousands)
For the Years Ended December 31,
2025 2024 2023
Dividends from subsidiary $ 102,100 105,406 61,213
Interest income 120 324 529
Investment gain 167 157 169
Total income 102,387 105,887 61,911
Interest expense on subordinated debentures 33,452 22,478 1,051
Non-interest expense 1,931 2,156 2,200
Total expense 35,383 24,634 3,251
Income before income tax expense 67,004 81,253 58,660
Income tax (benefit) expense ( 11,287 ) — 247
Income before undistributed net income of subsidiary 78,291 81,253 58,413
Earnings in excess of dividends (equity in undistributed net income) of subsidiary 212,869 34,272 69,985
Net income $ 291,160 115,525 128,398
134
Condensed Statements of Cash Flows
(Dollars in Thousands)
For the Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 291,160 115,525 128,398
Adjustments to reconcile net income to net cash provided by operating activities
Earnings in excess of dividends (equity in undistributed net income) of subsidiary ( 212,869 ) ( 34,272 ) ( 69,985 )
ESOP allocation — 2,601 3,086
SAP allocation 10,437 9,517 7,569
Stock option allocation 17 77 144
(Increase) decrease in due from subsidiary—SAP 10,920 ( 33,159 ) 5,762
Increase (decrease) in other assets ( 14,887 ) 30,364 ( 11,317 )
Decrease (increase) in other liabilities ( 211 ) 4,216 ( 45 )
Net cash provided by (used in) operating activities 84,567 94,869 63,612
Cash flows from investing activities:
Cash received, net of cash consideration paid for acquisition — — —
Net decrease in ESOP loan — 6,411 6,817
Net cash provided by investing activities — 6,411 6,817
Cash flows from financing activities:
Purchases of treasury stock — — —
Purchase of employee restricted shares to fund statutory tax withholding ( 2,874 ) ( 1,323 ) ( 1,678 )
Cash dividends paid ( 125,907 ) ( 100,956 ) ( 72,447 )
Reclassification of stock award shares — 40,728 —
Shares issued dividend reinvestment plan — — —
Stock options exercised — — 790
Net cash used in financing activities ( 128,781 ) ( 61,551 ) ( 73,335 )
Net increase (decrease) in cash and cash equivalents ( 44,214 ) 39,729 ( 2,906 )
Cash and cash equivalents at beginning of period 47,677 7,948 10,854
Cash and cash equivalents at end of period $ 3,463 47,677 7,948
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(20) Other Comprehensive Income (Loss)
The following table presents the components of other comprehensive (loss) income both gross and net of tax, for the years ended December 31, 2025, 2024 and 2023 (in thousands):
For the Years Ended December 31,
2025 2024 2023
Before
Tax
Tax
Effect
After
Tax
Before
Tax
Tax
Effect
After
Tax
Before
Tax
Tax
Effect
After
Tax
Components of Other Comprehensive Income ( Loss):
Unrealized losses on available for sale debt securities:
Net gains (losses) arising during the period $ 104,795 ( 37,349 ) 67,446 11,216 ( 3,375 ) 7,841 43,250 ( 11,125 ) 32,125
Reclassification adjustment for gains and losses included in net income ( 87 ) 24 ( 63 ) 2,986 ( 899 ) 2,087 — — —
Total 104,708 ( 37,325 ) 67,383 14,202 ( 4,274 ) 9,928 43,250 ( 11,125 ) 32,125
Unrealized gains (losses) on derivatives designated as cash flow hedges:
Net gains (losses) arising during the period 167 ( 47 ) 120 4,547 ( 1,368 ) 3,179 3,288 ( 900 ) 2,388
Reclassification adjustment for gains and losses included in net income ( 6,993 ) 1,955 ( 5,038 ) ( 13,670 ) 4,113 ( 9,557 ) ( 17,713 ) 4,765 ( 12,948 )
Total ( 6,826 ) 1,908 ( 4,918 ) ( 9,123 ) 2,745 ( 6,378 ) ( 14,425 ) 3,865 ( 10,560 )
Amortization related to post-retirement obligations ( 4,571 ) 1,278 ( 3,293 ) 3,162 ( 952 ) 2,210 3,249 ( 884 ) 2,365
Total other comprehensive income (loss) $ 93,311 ( 34,139 ) 59,172 8,241 ( 2,481 ) 5,760 32,074 ( 8,144 ) 23,930
The following table presents the changes in the components of accumulated other comprehensive (loss) income, net of tax, for the years ended December 31, 2025 and 2024 (in thousands):
Changes in Accumulated Other Comprehensive Income by Component, net of tax
For the Years Ended December 31,
2025 2024
Unrealized
Gains on
Available for Sale Debt Securities
Post-Retirement
Obligations Unrealized (Losses) on Derivatives (cash flow hedges) Accumulated
Other
Comprehensive
Income (Loss) Unrealized
Gains on
Available for Sale Debt Securities
Post-Retirement
Obligations Unrealized (Losses) on Derivatives (cash flow hedges) Accumulated
Other
Comprehensive
Income (Loss)
Balance at the beginning of the period $ ( 144,561 ) 6,147 3,059 ( 135,355 ) ( 154,489 ) 3,937 9,437 ( 141,115 )
Current period change in other comprehensive (loss) income 67,383 ( 3,293 ) ( 4,918 ) 59,172 9,928 2,210 ( 6,378 ) 5,760
Balance at the end of the period $ ( 77,178 ) 2,854 ( 1,859 ) ( 76,183 ) ( 144,561 ) 6,147 3,059 ( 135,355 )
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The following table summarizes the reclassifications out of accumulated other comprehensive (loss) income for the years ended December 31, 2025, 2024 and 2023 (in thousands):
Reclassifications Out of Accumulated Other Comprehensive
Income (Loss)
Amount reclassified from AOCI for the years ended December 31, Affected line item in the Consolidated
Statement of Income
2025 2024 2023
Details of AOCI:
Available for sale debt securities:
Realized net gains on the sale of securities available for sale $ 87 ( 2,986 ) — Net gain on securities transactions
( 24 ) 899 — Income tax expense
63 ( 2,087 ) — Net of tax
Cash flow hedges:
Unrealized gains (losses) on derivatives designated as cash flow hedges 6,993 ( 13,670 ) ( 17,713 ) Interest expense
( 1,955 ) 4,113 4,765 Income tax expense
5,038 ( 9,557 ) ( 12,948 ) Net of tax
Post-retirement obligations:
Amortization of actuarial (gains) losses ( 4,571 ) ( 2,061 ) ( 1,421 ) Compensation and employee benefits (1)
1,278 620 384 Income tax expense
( 3,293 ) ( 1,441 ) ( 1,037 ) Net of tax
Total reclassifications $ 1,808 ( 13,085 ) ( 13,985 ) Net of tax
(1) This item is included in the computation of net periodic benefit cost. See Note 11. Benefit Plans
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(21) 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 December 31, 2025 and 2024, the Company had 438 and 482 interest rate swaps with an aggregate notional amount of $ 4.00 billion and $ 4.54 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 was not required to post collateral against the potential risk of default by the borrower under these agreements. As of December 31, 2025 and 2024, the Company had 10 and 9 credit derivatives with aggregate notional amounts of $ 98.6 million and $ 79.2 million, respectively, in interest rate swaps as part of these loan participation arrangements. As of December 31, 2025 and December 31, 2024, the asset and liability positions of these fair value credit derivatives were insignificant.
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 income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the years ended December 31, 2025, 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 $ 1.4 million will be reclassified as an increase to interest expense. As of December 31, 2025, the Company had 7 outstanding interest rate derivatives with an aggregate notional amount of $ 575.0 million that was designated as a cash flow hedge of interest rate risk.
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.
138
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 December 31, 2025 and December 31, 2024 (in thousands).
Fair Values of Derivative Instruments as of December 31, 2025
Asset Derivatives Liability Derivatives
Notional Amount Consolidated Statements of Financial Condition Fair
value (1)
Notional Amount Consolidated Statements of Financial Condition Fair
value (1)
Derivatives not designated as a hedging instrument:
Interest rate products $ 2,000,609 Other assets $ 105,251 $ 2,000,609 Other liabilities $ 105,453
Credit contracts 33,385 Other assets 9 65,167 Other liabilities —
Total derivatives not designated as a hedging instrument 105,260 105,453
Derivatives designated as a hedging instrument:
Interest rate products — Other assets — 575 Other liabilities 2,670
Total gross derivative amounts recognized on the balance sheet 105,260 108,123
Netting Adjustments — 1,678
Gross amounts offset on the balance sheet — —
Net derivative amounts presented on the balance sheet $ 105,260 $ 106,445
Gross amounts not offset on the balance sheet:
Financial instruments - institutional counterparties $ 7,814 $ 7,814
Cash collateral - institutional counterparties 89,000 —
Net derivatives not offset $ 8,446 $ 98,631
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Fair Values of Derivative Instruments as of December 31, 2024
Asset Derivatives Liability Derivatives
Notional Amount Consolidated Statements of Financial Condition Fair
value (1)
Notional Amount Consolidated Statements of Financial Condition Fair
value (1)
Derivatives not designated as a hedging instrument:
Interest rate products $ 2,272,162 Other assets $ 174,196 $ 2,272,162 Other liabilities $ 174,344
Credit contracts 11,662 Other assets — 67,560 Other liabilities —
Total derivatives not designated as a hedging instrument 174,196 174,344
Derivatives designated as a hedging instrument:
Interest rate products 225,000 Other assets 5,136 75,000 Other liabilities 204
Total gross derivative amounts recognized on the balance sheet 179,332 174,548
Gross amounts offset on the balance sheet — —
Net derivative amounts presented on the balance sheet $ 179,332 $ 174,548
Gross amounts not offset on the balance sheet:
Financial instruments - institutional counterparties $ 2,255 2,255
Cash collateral - institutional counterparties 174,904 —
Net derivatives not offset $ 2,173 $ 172,293
(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 December 31, 2025 and December 31, 2024.
The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 (in thousands).
140
Gain recognized in Income on derivatives
For the Year Ended December 31,
Consolidated Statements of Income 2025 2024 2023
Derivatives not designated as hedging instruments:
Interest rate products Other (loss) income $ ( 54 ) 435 133
Credit contracts Other (loss) income ( 124 ) 30 ( 7 )
Total derivatives not designated as hedging instruments $ ( 178 ) 465 126
Derivatives designated as hedging instruments: (Gain) Loss recognized in Expense on derivatives
Interest rate products Interest expense $ ( 6,993 ) ( 13,670 ) ( 17,713 )
Total derivatives designated as a hedging instruments $ ( 6,993 ) ( 13,670 ) ( 17,713 )
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 December 31, 2025, the Company had six dealer counterparties, of which the Company was in a net asset position with respect to five of its counterparties.
(22) Revenue Recognition
The Company generates revenue from several business channels. The guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) does not apply to revenue associated with financial instruments, including interest income on loans and investments, which comprise the majority of the Company's revenue. For the years ended December 31, 2025, 2024 and 2023 the out-of-scope revenue related to financial instruments were 92 %, 92 % and 89 % of the Company's total revenue, respectively. Revenue-generating activities that are within the scope of Topic 606, are components of non-interest income. These revenue streams can generally be classified into 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 years ended December 31, 2025, 2024 and 2023:
141
December 31,
(in-thousands) 2025 2024 2023
Non-interest income
In-scope of Topic 606:
Wealth management fees $ 29,252 30,533 27,669
Insurance agency income 18,299 16,201 13,934
Banking service charges and other fees:
Service charges on deposit accounts 20,552 16,903 12,959
Debit card and ATM fees 5,006 4,651 2,963
Total banking service charges and other fees 25,558 21,554 15,922
Total in-scope non-interest income 73,109 68,288 57,525
Total out-of-scope non-interest income 36,727 25,825 22,304
Total non-interest income $ 109,836 94,113 79,829
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 were 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 overdraft service fees, 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 time of transaction or monthly.
Out-of-scope non-interest income primarily consists of Bank-owned life insurance and net fees on loan level interest rate swaps, along with gains and losses on the sale of loans and foreclosed real estate, loan prepayment fees and loan servicing fees. None of these revenue streams are subject to the requirements of Topic 606 .
142
(23) 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 December 31, 2025 and December 31, 2024 (in thousands):
Classification December 31, 2025 December 31, 2024
Lease Right-of-Use Assets:
Operating lease right-of-use assets Other assets $ 57,941 $ 62,258
Lease Liabilities:
Operating lease liabilities Other liabilities $ 61,125 $ 65,226
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 property for branches and administrative offices with terms extending through 2046.
As of December 31, 2025, the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases were 6.8 years and 3.34 %, respectively.
The following table represents 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):
Year ended December 31, 2025
Year ended December 31, 2024
Lease Costs
Operating lease cost $ 14,195 13,088
Variable lease cost 4,091 3,057
Total Lease Cost $ 18,286 16,145
Cash paid for amounts included in the measurement of lease liabilities (in thousands): Year ended December 31, 2025
Year ended December 31, 2024
Operating cash flows from operating leases $ 13,508 12,818
143
Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 2025 were as follows (in thousands):
Operating Leases
Years ended:
2026 $ 12,714
2027 11,566
2028 10,055
2029 8,763
2030 7,796
Thereafter 17,773
Total future minimum lease payments 68,667
Amounts representing interest 7,542
Present value of net future minimum lease payments $ 61,125
(24) Segment Reporting
We conduct our operations through a single business segment. Substantially all of our interest and fees on loans and long-lived assets relate to our operations. Pursuant to FASB ASC 280, Segment Reporting, operating segments represent components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker in determining how to allocate resources and in assessing performance. The chief operating decision maker uses a variety of measures to assess the performance of the business as a whole, depending on the nature of the activity. The Company generates revenue from several business channels. Those streams are organized by the types of partners we work with to reach our customers, with success principally measured based on interest and fees on loans, loan receivables, active accounts and other sales metrics. Detailed profitability information of the nature that could be used to allocate resources and assess the performance and operations for each sales platform individually, however, is not used by our chief operating decision maker. Expense activities, including funding costs, credit losses and operating expenses, are not measured for each platform but instead are managed for the Company as a whole.
The following table represents segment information for the years ended December 31, 2025, 2024 and 2023:
144
Years ended December 31,
2025 2024 2023
Interest income on loans $ 1,133,421 944,296 556,235
Interest income on cash and debt securities 139,353 101,842 59,585
Total interest income 1,272,774 1,046,138 615,820
Total interest expense 512,209 445,524 216,366
Net interest income 760,565 600,614 399,454
Provision for credit losses 3,581 87,564 28,168
Net interest income after provision 756,984 513,050 371,286
Non interest income:
Wealth management income 29,252 30,533 27,669
Insurance Agency Income 18,299 16,201 13,934
Other non-interest income (1)
62,285 47,379 38,226
Total non-interest income 109,836 94,113 79,829
Non interest expense:
Compensation and employee benefits 253,133 218,341 148,497
Net occupancy expense 52,789 45,014 32,271
Data processing expense 37,415 35,579 22,993
Other non interest expense (2)
115,326 158,614 71,575
Total non-interest expense 458,663 457,548 275,336
Income tax expense 116,997 34,090 47,381
Net income $ 291,160 115,525 128,398
(1) Other non-interest income items includes fees and commissions, BOLI and other miscellaneous income.
(2) Other non-interest expense items includes merger-related expenses, amortization of intangibles & other misc. expenses.
Our segment assets represent our total assets as presented on the Consolidated Statements of Financial Position.
(25) Subsequent Events
The Company has evaluated subsequent events from the date of the Consolidated Financial Statements, and accompanying notes thereto, through the date of issuance, and determined that there were no other significant events identified requiring recognition or disclosure.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.