What changed in this filing

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Item 1. Business

2026-03-11 compared with 2025-03-12 · 50 added, 54 removed, 427 unchanged (20% of the section changed)

16 unchanged sentences

Substantially all of the Bank’s business is with customers in its market areas of Southern New Jersey, the Philadelphia area of Pennsylvania, and New York, New York.

We have carefully expanded our lending footprint in other areas, including

adding lending capabilities in South Carolina.

We have carefully expanded our lending footprint in other areas, including adding lending capabilities in South Carolina.

Most of the Bank’s customers are individuals and small to medium-sized businesses which are dependent upon the regional economy.

35 unchanged sentences

The following table sets forth the contractual maturity of certain loan categories and the dollar amount of loans in certain loan categories due after December 31, 2025, which have predetermined interest rates and which have floating or adjustable interest rates at December 31, 2025.

one year or less Due after one through five years Due after five through fifteen years Due after

fifteen years Total

fifteen years

(Dollars in thousands)

Commercial and Industrial

Construction 137,534 11,497 315 — 149,346

Commercial Real Estate Mortgage:

4 unchanged sentences

Residential - multifamily

Consumer 20 396 3,833 635 4,884

Total $ 210,057 $ 521,082 $ 301,943 $ 835,071 $ 1,868,153

The following table presents the distribution of those loans that mature in more than one year between predetermined rates and floating or adjustable rates as of December 31, 2025.

Predetermined Rates Floating or Adjustable Rates Total

Predetermined

Adjustable Rates

(Dollars in thousand)

Commercial and Industrial

Construction — 11,813 11,813

Commercial Real Estate Mortgage:

4 unchanged sentences

Residential - multifamily

Consumer 4,855 9 4,864

Total $ 90,101 $ 1,567,995 $ 1,658,096

Commercial and Industrial Loans.

6 unchanged sentences

Commercial business loans generally involve a greater degree of risk than residential mortgage loans and carry larger loan balances.

This increased credit risk is a result of several factors, including the concentration of principal in a limited

number of loans and borrowers, the mobility of collateral, the effects of general economic conditions and the increased difficulty of evaluating and monitoring these types of loans.

This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the mobility of collateral, the effects of general economic conditions and the increased difficulty of evaluating and monitoring these types of loans.

Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property the value of which tends to be more easily ascertainable, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.

52 unchanged sentences

At December 31, 2025, the Bank’s loan to one borrower limit was approximately $55.6 million and the Bank had no borrowers with loan balances in excess of this amount.

At December 31, 2024, the Bank’s largest loan to one borrower was a commercial owner occupied real estate loan with a balance of $21.0 million that was secured by the property.

At December 31, 2025, the Bank’s largest loan to one borrower was a construction loan with a balance of $23.4 million that was secured by the property, as well as personal guarantees from the borrower.

At December 31, 2025, this loan was current and performing in accordance with the terms of the loan agreement.

33 unchanged sentences

Any write-down of real estate owned is charged to operations.

Real estate owned at December 31, 2024 and December 31, 2023, was $1.6 million.

Real estate owned consisted of two commercial owner occupied properties as of December 31, 2024.

Real estate owned at December 31, 2025 and December 31, 2024, was $2.9 million, and $1.6 million, respectively.

Real estate owned consisted of two commercial owner-occupied properties, and one non-owner-occupied property as of December 31, 2025.

Allowance for Credit Losses.

14 unchanged sentences

The portion of the loan loss allowance allocated to each loan category does not represent the total available for future losses that may occur within the loan category as the total loan loss allowance is a valuation reserve applicable to the entire loan portfolio.

December 31, 2024 December 31, 2023

Amount % of Loans to total

Loans Net charge off/(recovery) Net charge off to average loans outstanding Amount % of Loans to total

Loans Net charge off/(recovery) Net charge off to average loans outstanding

December 31, 2025

December 31, 2024

Net charge off

Net charge off/

to average loans

Net charge off/

to average loans

to total Loans

(Dollars in thousands)

Commercial and Industrial

Construction 3,037 8.0 — — % 3,347 8.8 — — %

Real Estate Mortgage:

4 unchanged sentences

Residential – Multifamily

Consumer 67 0.3 (53) — % 62 0.3 — — %

Total allowance for credit losses

16 unchanged sentences

At December 31, 2025

One Year or Less After One Through Five Years After Five Years Through Ten Years After Ten Years Total Investment Securities

Amortized Cost Amortized

Cost Amortized

After Five Years

One Year or Less

Through Five Years

Through Ten Years

After Ten Years

Total Investment Securities

(Dollars in thousands)

1 unchanged sentence

State and political subdivisions

Yield — % 4.76 % 1.90 % 1.93 % 2.96 %

Residential mortgage-backed securities

Yield — % — % — % 1.91 % 1.91 %

Total securities held to maturity

1 unchanged sentence

Securities Available for Sale:

Corporate debt obligations

Residential mortgage-backed securities

Yield — % 2.24 % 1.99 % 2.69 % 2.43 %

Total securities available for sale

11 unchanged sentences

Deposits are obtained primarily from communities that the Bank serves, however, the Bank held brokered deposits of $215.3 million and $215.7 million at December 31, 2025, and 2024, respectively.

At December 31, 2024, the Bank held brokered deposit balances in money market, and time deposit categories.

At December 31, 2025, the Bank held brokered deposit balances in NOWs, money market, and time deposit categories.

Brokered deposits do not increase the deposit franchise of the Bank, and in a rising rate environment, the Bank may be unwilling or unable to pay a competitive rate.

The Bank primarily utilizes brokered relationships with Piper Sandler, and Wells Fargo.

As of December 31, 2025, the Company had $156.7 million sourced from these relationships.

To the extent that such deposits do not remain with the Bank, they may need to be replaced with borrowings which could increase the Bank’s cost of funds and negatively impact its interest rate spread, financial condition and results of operation.

To mitigate the potential negative impact associated with brokered deposits, the Bank joined the IntraFi network ("IntraFi") to secure an additional alternative funding source.

IntraFi provides the Bank an additional source of external funds through their weekly CDARS ™ settlement process and their overnight ICS ™ money market product.

For an additional source of brokered liquidity, the Bank joined the IntraFi network ("IntraFi") to secure an additional alternative funding source.

IntraFi provides the Bank an additional source of external funds through their weekly CDARS™ settlement process and their overnight and term ICS™ money market product.

The Bank’s CDARS™ and ICS™ deposits included within the brokered deposit total amounted to $56.6 million and $13.5 million at December 31, 2025 and 2024, respectively.

Additionally, we have access to other brokered deposit funding sources that we utilize as a source of additional

In addition to IntraFi, we utilize Wells Fargo, Piper Sandler, and Stonecastle to obtain brokered deposits, and as of December 31, 2024, the Company had $202.2 million sourced from these broker relationships.

The following table sets forth information regarding deposit categories of the Bank.

Balance Yield/Rate Percent of

(Dollars in thousands)

NOWs $ 63,871 0.97% 4.22 %

Money markets

Savings 66,369 1.13% 4.38 %

Time deposits

Brokered CDs 170,454 5.30% 11.26 %

Total interest-bearing deposits

2 unchanged sentences

Uninsured deposits at the end of the period

Balance Yield/Rate Percent of

(1) The Company had a $75.0 million letter of credit with the FHLBNY to secure public funds at December 31, 2025, which is not included in uninsured deposits balance at the end of the period.

(Dollars in thousands)

NOWs $ 86,932 1.58% 5.79 %

Money markets

Savings 127,442 1.17% 8.48 %

Time deposits

Brokered CDs 121,702 4.97% 8.10 %

Total interest-bearing deposits

3 unchanged sentences

The following table indicates the amount of the Company’s certificates of deposit of $250,000 or more, and the portion that are in excess of the Federal Deposit Insurance ("FDIC") limit, by time remaining until maturity as of December 31, 2025.

Maturity Period Certificates of Deposit Portion in Excess of FDIC Insurance Limit

Portion in Excess of

Maturity Period

FDIC Insurance Limit

(Dollars in thousands)

3 unchanged sentences

Over twelve months

Total $ 136,360 $ 78,610

Under FDIC regulations, insured banks that are well capitalized with examination ratings in one of the two highest categories are permitted to accept brokered deposits and are not restricted as to the rates that can be paid on such deposits.

Banks that are less than well capitalized or are not in one of the two highest examination rating categories may not accept brokered deposits absent a waiver from the FDIC and may not pay interest on brokered deposits that they are permitted to accept at a rate that is more than 75 basis points greater than the average national rate paid on deposits of similar size and

Pursuant to the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”), the FDIC has amended its brokered deposit rule to exempt reciprocal deposits in an amount not exceeding the lesser of $5 billion or 20% of a bank’s total liabilities from the definition of brokered deposits.

78 unchanged sentences

As an FDIC-insured institution, the Bank is subject to regulation and supervision of the FDIC.

The regulations of the FDIC and the NJDOBI affect virtually all activities of the Bank, including the minimum level of capital the Bank must maintain, the ability of

the Bank to pay dividends, the ability of the Bank to expand through new branches or acquisitions and various other matters.

The regulations of the FDIC and the NJDOBI affect virtually all activities of the Bank, including the minimum level of capital the Bank must maintain, the ability of the Bank to pay dividends, the ability of the Bank to expand through new branches or acquisitions and various other matters.

The NJDOBI and the FDIC regularly examine the Bank and prepare reports to the Bank’s Board of Directors on deficiencies, if any, found in its operations.

61 unchanged sentences

Among other things and subject to certain exceptions, these provisions generally require that the Bank’s extensions of credit to the insiders of the Bank and the Company must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and must not involve more than the normal risk of repayment or present other unfavorable features.

Commercial Real Estate Lending Concentrations.

The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending.

The particular focus is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be sensitive to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution).

The purpose of the guidance is not to limit a bank’s commercial real estate lending but to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations.

The guidance directs the FDIC and other federal bank regulatory agencies to focus their supervisory resources on institutions that may have significant commercial real estate loan concentration risk.

A bank that has experienced rapid growth in commercial real estate lending, has notable exposure to a specific type of commercial real estate loan, or is approaching or exceeding the following supervisory criteria may be identified for further supervisory analysis with respect to real estate concentration risk:

Total reported loans for construction, land development and other land represent 100% or more of the bank's capital, or

Total commercial real estate loans (as defined in the guidance) represent 300% or more of the bank's capital or the outstanding balance of the bank's commercial real estate loan portfolio has increased 50% or more during the prior 36 months.

The guidance provides that the strength of an institution's lending and risk management practices with respect to such concentrations will be taken into account in supervisory guidance on evaluation of capital adequacy.

Federal Home Loan Bank System.

22 unchanged sentences

Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

In 2010, the FDIC and the other federal bank regulatory agencies issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking.

The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, is based upon the principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk

management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

In 2016, the U.S.

financial regulators, including the FDIC, the Federal Reserve and the SEC, proposed revised rules on incentive-based payment arrangements at financial institutions having at least $1 billion in total assets.

These proposed rules have not been finalized.

The FDIC and the other federal bank regulatory agencies issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking.

The SEC has adopted a rule implementing the incentive-based compensation recovery (“clawback”) provisions of the Dodd-Frank Act.

The rule directed national securities exchanges and associations, including NASDAQ, to require listed companies to develop and implement clawback policies to recover erroneously awarded incentive-based compensation from current or former executive officers in the event of a required accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, and to disclose their clawback policies and any actions taken under these policies.

In October 2023, the Nasdaq adopted listing standards requiring listed companies to adopt policies providing for the recovery or “clawback” of excess incentive-based compensation earned by current or former executive officers during the three fiscal years preceding the date the listed company determines an accounting restatement is required.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business