What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-09-26 · 208 added, 197 removed, 749 unchanged (35% of the section changed)

Financial Statements

SENECA BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

SENECA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands, except per share data)

Year Ended December 31,

At September 30,

At December 31,

Cash and cash equivalents

17 unchanged sentences

Preferred stock, $ 0.01 par value, 1,000,000 shares authorized and unissued

Common stock, $ 0.01 par value, 19,000,000 shares authorized, 2,002,923 shares issued and 1,838,278 shares outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value, 19,000,000 shares authorized, 2,002,923 shares issued and 1,838,278 shares outstanding at September 30, 2025 and December 31, 2024

Additional paid-in capital

Treasury stock, at cost ( 164,645 shares at June 30, 2025 and December 31, 2024)

Treasury stock, at cost ( 164,645 shares at September 30, 2025 and December 31, 2024)

Retained earnings

3 unchanged sentences

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENECA BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

The accompanying notes are an integral part of these consolidated financial statements.

SENECA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except for share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

INTEREST INCOME

5 unchanged sentences

Net interest income

Provision for credit losses available-for-sale securities

Provision for credit losses loans receivable

4 unchanged sentences

Earnings on bank-owned life insurance

Net gain on sales of available-for-sale securities

Net gains on sale of residential mortgage loans

11 unchanged sentences

PROVISION FOR INCOME TAXES

Net income (loss)

Net income (loss) per common shares - basic

Net income (loss) per common shares - diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENECA BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Net income per common shares - basic

Net income per common shares - diluted

The accompanying notes are an integral part of these consolidated financial statements.

SENECA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

NET INCOME (LOSS)

Three Months Ended September 30,

Nine Months Ended September 30,

OTHER COMPREHENSIVE INCOME, BEFORE TAX

Available-for-sale securities:

Unrealized holding (losses)gains arising during period

Unrealized holding gains arising during period

Less reclassification adjustment for net losses included in net income

Net unrealized (losses) gains on available-for-sale securities

Defined benefit pension plan:

Net gains income arising during the period

Less reclassification of amortization of net losses recognized in net pension expense

Net changes in defined benefit pension plan

OTHER COMPREHENSIVE (LOSS) INCOME, BEFORE TAX

OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX

TOTAL COMPREHENSIVE (LOSS) INCOME

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENECA BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Net unrealized gains on available-for-sale securities

OTHER COMPREHENSIVE INCOME, BEFORE TAX

OTHER COMPREHENSIVE INCOME, NET OF TAX

TOTAL COMPREHENSIVE INCOME

The accompanying notes are an integral part of these consolidated financial statements.

SENECA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Comprehensive

BALANCE, April 1, 2025

Other comprehensive loss

BALANCE, July 1, 2025

Other comprehensive income

ESOP shares committed to be released ( 646 shares)

Stock-based compensation

BALANCE, June 30, 2025 (Unaudited)

Three Months Ended June 30, 2024

BALANCE, September 30, 2025

Three Months Ended September 30, 2024

Comprehensive

BALANCE, April 1, 2024

BALANCE, July 1, 2024

Other comprehensive income

ESOP shares committed to be released ( 646 shares)

Purchase treasury stock

Stock-based compensation

BALANCE, June 30, 2024 (Unaudited)

Six Months Ended June 30, 2025

BALANCE, September 30, 2024

Nine Months Ended September 30, 2025

Comprehensive

BALANCE, January 1, 2025

Other comprehensive loss

Other comprehensive income

ESOP shares committed to be released ( 646 shares)

Stock-based compensation

BALANCE, June 30, 2025 (Unaudited)

Six Months Ended June 30, 2024

BALANCE, September 30, 2025

Nine Months Ended September 30, 2024

Comprehensive

BALANCE, January 1, 2024

Other comprehensive loss

Other comprehensive income

ESOP shares committed to be released ( 646 shares)

1 unchanged sentence

Stock-based compensation

BALANCE, June 30, 2024 (Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENECA BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

BALANCE, September 30, 2024

The accompanying notes are an integral part of these consolidated financial statements.

SENECA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash flow from operating activities:

6 unchanged sentences

Deferred income tax benefit

Loss on sale of available-for-sale securities

Loss (gain) on sale of fixed assets

5 unchanged sentences

Increase in other assets

Purchase of annuity contract

Increase in other liabilities

3 unchanged sentences

Proceeds from calls and maturities

Proceeds from sales

Principal repayments

12 unchanged sentences

Decrease in short-term FHLB advances

Net cash flow (used in) provided by financing activities

Net cash flow provided by financing activities

Net change in cash and cash equivalents

1 unchanged sentence

CASH AND CASH EQUIVALENTS - end of the period

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENECA BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)

The accompanying notes are an integral part of these consolidated financial statements.

SENECA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)

(Dollars in thousands)

Six Months Ended

Nine Months Ended

September 30,

SUPPLEMENTAL CASH FLOW INFORMATION

1 unchanged sentence

Interest on deposits and borrowed funds

SUPPLEMENTAL NONCASH DISCLOSURES

Acquisition contingent consideration payable

The accompanying notes are an integral part of these consolidated financial statements.

SENECA BANCORP, INC.

SENECA FINANCIAL CORP.

Notes to the Consolidated Financial Statements

1 unchanged sentence

Seneca Financial Corp.

(the “Company”) is a federally chartered mid-tier stock holding company and was formed in connection with the conversion of Seneca Federal Savings and Loan Association (the “Bank”) into the mutual holding company form of organization in October 2017, and it is a subsidiary of Seneca Financial MHC (the “Mutual Holding Company”), a federally chartered mutual holding company.

(the “Company”) was a federally chartered mid-tier stock holding company and was formed in connection with the conversion of Seneca Federal Savings and Loan Association (the “Bank”) into the mutual holding company form of organization in October 2017, as a subsidiary of Seneca Financial MHC (the “Mutual Holding Company”), a federally chartered mutual holding company.

The Mutual Holding Company activity is not included in the accompanying consolidated financial statements.

Seneca Savings, formerly known as Seneca Federal Savings and Loan Association, is a wholly owned subsidiary of the Company.

The Bank was a wholly owned subsidiary of the Company.

The same directors and officers who manage the Bank, also manage the Company and the Mutual Holding Company.

On May 8, 2025, the Board of Directors adopted a Plan of Conversion and Reorganization, pursuant to which the Mutual Holding Company will undertake a “second step” conversion from the mutual holding company structure to the stock holding company structure.

In connection with the second step conversion, the Bank is seeking regulatory approval to convert its charter to a national bank that will be renamed “Seneca Savings Bank, National Association.” Upon completion of the conversion and stock offering, the Mutual Holding Company and the Company will cease to exist and Seneca Bancorp, Inc., a Maryland corporation, will become the successor holding company to the Company and will become the stock holding company of the Bank.

The conversion will be accomplished by the merger of the Mutual Holding Company with and into the Company, followed by the merger of the Company with and into Seneca Bancorp, Inc.

The Mutual Holding Company currently owns approximately 58.1 % of the outstanding shares of common stock of the Company.

The proposed transaction is expected to be completed in the fourth quarter of 2025, subject to regulatory approval, approval by the members of the Mutual Holding Company (i.e., depositors and certain borrowers of the Bank), and approval by the stockholders of the Company, including by a separate vote of approval by the Company’s minority stockholders.

Seneca Savings maintains its executive offices and main branch in Baldwinsville, New York, with branches in Liverpool, North Syracuse, Manlius and Bridgeport, New York.

On May 8, 2025, the Board of Directors adopted a Plan of Conversion and Reorganization, pursuant to which the Mutual Holding Company converted from the mutual holding company structure to the stock holding company structure (the “Conversion”).

The Conversion was completed on October 15, 2025.

In connection with the Conversion, the Bank converted its charter from that of a federal savings association to a national bank and changed its name from “Seneca Savings” to “Seneca Savings Bank, National Association.” Upon completion of the Conversion, the Mutual Holding Company and the Company ceased to exist and Seneca Bancorp, Inc., a Maryland corporation, became the successor holding company to the Company and the stock holding company of the Bank.

The Conversion was accomplished by the merger of the Mutual Holding Company with and into the Company, followed by the merger of the Company with and into Seneca Bancorp, Inc.

References to the Company and the Bank refer to Seneca Bancorp, Inc.

and Seneca Savings Bank, National Association, respectively, on and after October 15, 2025.

Upon completion of the Conversion, the outstanding shares of the Company common stock owned by stockholders of the Company other than the Mutual Holding Company were converted into shares of Seneca Bancorp, Inc.

common stock based on an exchange ratio of 0.9684 of a share of Seneca Bancorp, Inc.

common stock for each share of Company common stock, so that the Company’s existing public stockholders owned approximately the same percentage of Seneca Bancorp, Inc.’s common stock upon completion of the Conversion as they owned of the Company’s common stock immediately prior to the Conversion.

Cash was paid in lieu of fractional shares of Seneca Bancorp, Inc.

common stock at a rate of $ 10.00 per share.

In connection with the Conversion, Seneca Bancorp, Inc.

also sold a total of 1,044,858 shares of its common stock at a price of $ 10.00 per share, for total gross proceeds of approximately $ 10.4 million.

Seneca Bancorp, Inc.

provided a term loan to the ESOP’s purchase of an additional 83,588 shares and refinance its existing outstanding ESOP loan resulting in a single term loan to the ESOP of $ 1.5 million which is being repaid in annual installments over 25 years at an annual rate of 7.25 %.

Upon the completion of the Conversion and stock offering, approximately 1,790,203 shares of Seneca Bancorp, Inc.

common stock were outstanding.

The Bank maintains its executive offices and main branch in Baldwinsville, New York, with branches in Liverpool, North Syracuse, Manlius and Bridgeport, New York.

The Bank is a community-oriented savings and loan institution whose business primarily consists of accepting deposits from customers within its market area and investing those funds primarily in residential mortgage and commercial loans.

The financial information included herein as of June 30, 2025 and for the three and six month periods ended June 30, 2025 and 2024 is unaudited.

The financial information included herein as of September 30, 2025 and for the three and nine month periods ended September 30, 2025 and 2024 is unaudited.

However, in management’s opinion, the information reflects all normal, recurring adjustments that are necessary for a fair presentation.

The results shown for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be obtained for the year ending December 31, 2025 or for any other period.

The results shown for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be obtained for the year ending December 31, 2025 or for any other period.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

8 unchanged sentences

In addition, the amendments will enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements.

The ASU does not change how a public entity identifies its operating

segments or determines its reportable segments, or applies the quantitative thresholds to determine its reportable segments.

The ASU does not change how a public entity identifies its operating segments or determines its reportable segments, or applies the quantitative thresholds to determine its reportable segments.

The amendments in this ASU are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

18 unchanged sentences

The Company is subject to the regulations of various governmental agencies.

The Company also undergoes periodic examinations by the regulatory agencies which may subject it to further changes with respect to asset valuations, amounts of required loss allowances, and operating restrictions resulting from the regulators’ judgements based on information available to them at the time of their examinations.

The Company also undergoes periodic examinations by the regulatory agencies which may subject it to further changes with respect to asset valuations, amounts of required

loss allowances, and operating restrictions resulting from the regulators’ judgements based on information available to them at the time of their examinations.

Reclassifications

6 unchanged sentences

Available-for-sale securities:

June 30, 2025 (Unaudited):

September 30, 2025 (Unaudited):

Treasury securities

14 unchanged sentences

Corporate securities consist of fixed and variable rate bonds with large financial institutions.

Investment securities with carrying amounts of $ 22.3 million (unaudited) and $ 22.2 million were pledged to secure deposits and for other purposes required or permitted by law at June 30, 2025 and December 31, 2024, respectively.

Investment securities with carrying amounts of $ 34.4 million and $ 22.2 million were pledged to secure deposits and for other purposes required or permitted by law at September 30, 2025 and December 31, 2024, respectively.

The amortized cost and fair value of debt securities based on the contractual maturity are shown below.

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations.

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

Mortgage-backed securities and collateralized mortgage obligations

The Company did not sell available-for-sale securities during the three or six months ended June 30, 2025

and June 30, 2024.

The Company did not sell available-for-sale securities during the three or nine months ended September 30, 2025 and September 30, 2024.

Management has reviewed its loan, mortgage-backed securities and collateralized mortgage obligations portfolios and determined that, to the best of its knowledge, little or no exposure exists to sub-prime or other high-risk residential mortgages.

4 unchanged sentences

(In thousands)

June 30, 2025 (Unaudited):

September 30, 2025 (Unaudited):

Treasury securities

11 unchanged sentences

treasury securities, government agency securities, mortgage-backed securities, collateral mortgage obligations, corporate securities, and municipal securities, have not been recognized into income because these losses are attributable to changes in interest rates, not credit quality, and because management does not intend to sell and will not be required to sell these securities prior to recovery or maturity.

At June 30, 2025, six U.S.

Treasuries and three municipal securities were at a loss position for less than one year.

At June 30, 2025, one government agency, one U.S.

Treasury, thirty-two municipal, four mortgage-backed, ten collateralized mortgage obligation securities and twelve corporate securities were in a continuous loss position for more than twelve months.

At September 30, 2025, one U.S.

Treasury was at a loss position for less than one year.

At September 30, 2025, one government agency, one U.S.

Treasury, thirty-one municipal, four mortgage-backed, ten collateralized mortgage obligation securities and eleven corporate securities were in a continuous loss position for more than twelve months.

At December 31, 2024, one corporate security and three municipal securities were at a loss position for less than one year.

5 unchanged sentences

(In thousands)

June 30, 2025 (Unaudited):

September 30, 2025 (Unaudited):

Balance, beginning of period

1 unchanged sentence

Balance, end of period

June 30, 2024:

September 30, 2024:

Balance, beginning of period

1 unchanged sentence

Balance, end of period

At June 30, 2025 and December 31, 2024, the fair value of available-for-sale securities in an unrealized loss position for which an allowance for credit losses has been recorded was $ 451 thousand.

At September 30, 2025 and December 31, 2024, the fair value of available-for-sale securities in an unrealized loss position for which an allowance for credit losses has been recorded was $ 451,000 .

The allowance relates to Madison County Capital Resource Corp.

(Cazenovia College) bond that was in default at June 30, 2025 and December 31, 2024.

(Cazenovia College) bond that was in default at September 30, 2025 and December 31, 2024.

The bond is collateralized with all the assets and real estate of the issuer which will be monetized to satisfy bond holders.

The fair value was determined using a discounted cash flow analysis resulting in level 3 clasification see [Note 10] .

Net loans at June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

The fair value was determined using a discounted cash flow analysis resulting in Level 3 classification (see Note 10.

Fair Value Measurement and Fair Value of Financial Instruments).

Net loans at September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

December 31, 2024

9 unchanged sentences

Net deferred loan origination (fees) and costs

Residential real estate loans serviced for others, by the Company, not include in net loans totaled $ 32.1 million (unaudited), $ 29.4 million at June 30, 2025 and December 31, 2024 respectively.

Residential real estate loans serviced for others, by the Company, not included in net loans totaled $ 34.6 million and $ 29.4 million at September 30, 2025 and December 31, 2024 respectively.

Loan Origination/Risk Management

9 unchanged sentences

These economic risks also impact the commercial loan segment, however commercial loans are considered to have greater risk than consumer loans as the primary source of repayment is from the cash flow of the business customer.

Real estate loans, including residential mortgages, manufactured housing, commercial and home equity loans, comprise approximately 86.5 % (unaudited) and 85.8 % of the portfolio at June 30, 2025 and December 31, 2024, respectively.

Real estate loans, including residential mortgages, manufactured housing, commercial and home equity loans, comprised approximately 85.5 % and 85.8 % of the portfolio at September 30, 2025 and December 31, 2024, respectively.

Loans secured by real estate provide the best collateral protection and thus significantly reduce the inherent risk in the portfolio.

16 unchanged sentences

The risk ratings are evaluated at least annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments, for commercial, real estate or consumer loans.

The following table presents the loans to customers as of June 30, 2025, based on year of origination within each credit quality indicator:

At June 30, 2025

The following tables present loans as of September 30, 2025, based on year of origination within each credit quality indicator:

At September 30, 2025

(In thousands)

12 unchanged sentences

Current period gross write-offs

The following tables present the loans to customers as of December 31, 2024, based on year of origination within each credit quality indicator:

The following table presents loans as of December 31, 2024, based on year of origination within each credit quality indicator:

At December 31, 2024

11 unchanged sentences

Current period gross write-offs

At June 30, 2025, a loan relationship consisting of one commercial real estate loan and nine commercial and industrial loans totaling $ 2.1 million was downgraded to special mention from watch, increasing special mention loans by $ 2.7 million compared to December 31, 2024.

At September 30, 2025, a loan relationship consisting of one commercial real estate loan totaling $ 735 thousand was downgraded to substandard, offset by four substandard loans that were paid off during the third quarter of 2025, resulting in a decrease of substandard loans by $ 393 thousand compared to December 31, 2024.

Loans are considered past-due if the required principal and interest payments have not been received within thirty days of the payment due date.

An age analysis of past-due loans, segregated by class of loans, are as follows:

June 30, 2025

September 30, 2025

(In thousands)

15 unchanged sentences

Consumer loans

At June 30, 2025, we have approximately $ 32,000 (unaudited) home equity loans and lines of credit past-due 90 days and still accruing.

Nonaccrual loans, segregated by class of loan as of June 30, 2025 are as follows:

June 30, 2025 Unaudited

At September 30, 2025, we had approximately $ 32,000 of home equity loans and lines of credit past-due 90 days and still accruing.

Nonaccrual loans, segregated by class of loan as of September 30, 2025 are as follows:

September 30, 2025 Unaudited

(In thousands)

5 unchanged sentences

Total nonaccrual loans

At December 31, 2024, we have approximately $ 32,000 home equity loans and lines of credit past-due 90 days and still accruing.

At December 31, 2024, we had approximately $ 32,000 of home equity loans and lines of credit past-due 90 days and still accruing.

Nonaccrual loans, segregated by class of loan as of December 31, 2024 are as follows:

10 unchanged sentences

Loans considered collateral-dependent were as follows:

June 30, 2025 (Unaudited)

September 30, 2025 (Unaudited)

(In thousands)

1 unchanged sentence

Collateral type

Residential 1-4 family

Residential one-to four-family

Residential real estate property

11 unchanged sentences

Collateral type

Residential 1-4 family

Residential one-to four-family

Residential real estate property

2 unchanged sentences

Total real estate

There were no loans modified to borrowers experiencing financial difficulty during the six months ended June 30, 2025.

There were no loans modified to borrowers experiencing financial difficulty during the three or nine months ended September 30, 2025.

During the year ended December 31, 2024, two commercial loans to one borrower were combined into one loan to extend the terms of the loans and increase the collateral coverage of the portfolio relationship.

There were no loans modified to borrowers experiencing financial difficulty during the three or six months ended June 30, 2025..

The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted (numbers in thousands):

2 unchanged sentences

% of Total Class

at June 30, 2025

at September 30, 2025

Mortgage loans on real estate:

7 unchanged sentences

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

Loans modified to borrowers experiencing financial difficulty did not have payment default during the the six months ended June 30, 2025 (unaudited) or the year ended December 31, 2024.

Changes in the allowance for credit losses for the six months ended June 30, 2025 and 2024 are as follows:

June 30, 2025

Loans modified to borrowers experiencing financial difficulty did not have payment default during the nine months ended September 30, 2025 or the year ended December 31, 2024.

Changes in the allowance for credit losses for the nine months ended September 30, 2025 and 2024 are as follows:

September 30, 2025

(In thousands)

2 unchanged sentences

Ending balance

June 30, 2024

September 30, 2024

(In thousands)

2 unchanged sentences

Ending balance

Changes in the allowance for credit losses for the three months ended June 30, 2025 and 2024 are as follows:

June 30, 2025

Changes in the allowance for credit losses for the three months ended September 30, 2025 and 2024 are as follows:

September 30, 2025

(In thousands)

2 unchanged sentences

Ending balance

June 30, 2024

September 30, 2024

(In thousands)

5 unchanged sentences

Loans to directors and officers are listed below and are included in loans on the statement of financial condition.

September 30,

Balance, beginning of period

1 unchanged sentence

PREMISES AND EQUIPMENT

Premises and equipment at June 30, 2025, December 31, 2024 are summarized as follows:

Construction in progress is composed of ongoing improvements to existing branches and construction of a new branch and purchase of land for a branch.

Depreciation expense for the three months ended June 30, 2025 and 2024 was $ 93.6 thousand (unaudited) and $ 89.9 thousand, respectively.

Depreciation expense for the six months ended June 30, 2025, and 2024 was $ 187.5 thousand and $ 186.0 thousand, respectively.

Construction commitments at June 30, 2025 and December 31, 2024, were $ 324.4 (unaudited) and $ 1.4 million, respectively.

Premises and equipment at September 30, 2025 and December 31, 2024 are summarized as follows:

Construction in progress is composed of ongoing improvements to existing branches, construction of a new branch and purchase of land for a branch.

Depreciation expense for the three months ended September 30, 2025 and 2024 was $ 96 thousand and $ 89 thousand, respectively.

Depreciation expense for the nine months ended September 30, 2025, and 2024 was $ 284 thousand and $ 275 thousand, respectively.

Construction commitments at September 30, 2025 and December 31, 2024, were $ 324 thousand and $ 1.4 million, respectively.

September 30,

Building and building improvements

2 unchanged sentences

Accumulated depreciation

The components of deposits at June 30, 2025 and December 31, 2024 consisted of the following:

The components of deposits at September 30, 2025 and December 31, 2024 consisted of the following:

September 30,

Demand deposits

2 unchanged sentences

Certificates of deposit and retirement accounts

At June 30, 2025, certificates of deposit and retirement accounts had scheduled maturities as follows (dollars in thousands):

The aggregate amount of time deposits in denominations of $250,000 or more were $ 38.3 million (unaudited) and $ 38.3 million including brokered deposits of $ 18.1 million (unaudited) and $ 16.9 million at June 30, 2025 and December 31, 2024.

At September 30, 2025, certificates of deposit and retirement accounts had scheduled maturities as follows (dollars in thousands):

September 30,

The aggregate amount of time deposits in denominations of $250,000 or more were $ 38.0 million and $ 38.3 million including brokered deposits of $ 16.7 million and $ 16.9 million at September 30, 2025 and December 31, 2024, respectively.

The FDIC generally provides federal deposit insurance per account owner of $250,000.

Interest expense on deposits for the three months ended June 30, 2025 and 2024 was as follows:

Three Months Ended June 30,

Interest expense on deposits for the three months ended September 30, 2025 and 2024 was as follows:

Three Months Ended September 30,

(Dollars in Thousands)

2 unchanged sentences

Certificates of deposit and retirement accounts

Interest expense on deposits for the six months ended June 30, 2025 and 2024 was as follows:

Six Months Ended June 30,

Interest expense on deposits for the nine months ended September 30, 2025 and 2024 was as follows:

Nine Months Ended September 30,

(Dollars in Thousands)

2 unchanged sentences

Certificates of deposit and retirement accounts

Related party deposits for the six months ended June 30, 2025 were $ 1.8 million (unaudited).

Related party deposits for the nine months ended September 30, 2025 were $ 1.8 million.

Related party deposits for the year ended December 31, 2024 were $ 1.1 million.

1 unchanged sentence

The FHLBNY charges a substantial prepayment penalty for early payoff of an advance.

The unamortized balances on advances at June 30, 2025 and December 31, 2024 are summarized as follows:

The unamortized balances on advances at September 30, 2025 and December 31, 2024 are summarized as follows:

September 30,

Term Advances:

23 unchanged sentences

Total Advances

The contractual maturities and weighted average rates of advances from FHLBNY at June 30, 2025 (unaudited) are as follows (dollars in thousands):

The contractual maturities and weighted average rates of advances from FHLBNY at September 30, 2025 are as follows (dollars in thousands):

The Company has access to FHLBNY advances, under which it can borrow at various terms and interest rates.

Residential and commercial mortgage loans of $ 62.9 million (unaudited) and $ 68.9 million at June 30, 2025 and December 31, 2024 and investment securities of $ 8.5 million (unaudited) and $ 12.5 million at June 30, 2025 and December 31, 2024, respectively, have been pledged by the Company under a blanket collateral agreement to secure the Company’s borrowings.

Residential and commercial mortgage loans of $ 60.5 million and $ 68.9 million at September 30, 2025 and December 31, 2024 and investment securities of $ 20.0 million and $ 12.5 million at September 30, 2025 and December 31, 2024, respectively, were pledged by the Company under a blanket collateral agreement to secure the Company’s borrowings.

The total outstanding indebtedness under borrowing facilities with the FHLBNY cannot exceed the total value of the assets pledged under the blanket collateral agreement.

The Company had a municipal letter of credit (MULOC) with the FHLBNY collateralizing a $ 10.0 million certificate of deposit with the State of New York Banking Development District at June 30, 2025 (unaudited) and December 31, 2024.

The New York State certificate was deposited after the Company opened its fourth location in Bridgeport, New York.

The Company has also pledged securities with a book value of $ 8.5 million and market value of $ 7.8 million at June 30, 2025 (unaudited), and a book value of $ 5.8 million and a market value of $ 5.0 million at December 31, 2024, to local municipalities collateralizing their deposits.

The Company had pledged New York municipal bonds with a book value of $ 1.4 million and a market value of $ 1.2 million at June 30, 2025 (unaudited), and a book value of $ 337,000 and a market value of $ 282,000 at December 31, 2024, to the link deposit program.

The Company also had an $ 8.0 million dollar line of credit with two correspondent banks that is available on an unsecured basis and has no draws at June 30, 2025 (unaudited) or December 31, 2024.

The Company also pledged securities with a book value of $ 8.4 million and market value of $ 7.8 million at September 30, 2025, and a book value of $ 5.8 million and a market value of $ 5.0 million at December 31, 2024, to local municipalities collateralizing their deposits.

The Company had pledged New York municipal bonds with a book value of $ 1.4 million and a market value of $ 1.2 million at September 30, 2025, and a book value of $ 337,000 and a market value of $ 282,000 at December 31, 2024, to the New York State Linked Deposit Program.

The Company also had an $ 8.0 million dollar line of credit with two correspondent banks that is available on an unsecured basis and had no draws at September 30, 2025 or December 31, 2024.

COMPREHENSIVE LOSS

The balances and changes in the components of accumulated other comprehensive loss, net of tax, are as follows:

For the three months ended June 30, 2025

For the three months ended September 30, 2025

Comprehensive

(Loss) Income

(In thousands)

Beginning balance

Other comprehensive loss

Other comprehensive income

Ending balance

For the three months ended June 30, 2024

For the three months ended September 30, 2024

Comprehensive

(Loss) Income

(In thousands)

2 unchanged sentences

Ending balance

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Comprehensive

(Loss) Income

(In thousands)

Beginning balance

Other comprehensive loss

Other comprehensive income

Ending balance

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Comprehensive

(Loss) Income

(In thousands)

Beginning balance

Other comprehensive loss

Other comprehensive income

Ending balance

3 unchanged sentences

All benefits provided under the SERP are unfunded and, as the executive officers retire, the Company will make a payment to the participant.

At June 30, 2025 and December 31, 2024, the Company recorded $ 206,000 (unaudited) and $ 194,000 , for the SERP in other liabilities on the consolidated statements of financial condition.

Expenses for the SERP are included in compensation and employee benefits on the consolidated statements of income and were approximately $ 6,299 (unaudited) and $ 17,468 (unaudited), respectively, for the three months ended June 30, 2025 and 2024 and $ 12,597 and $ 23,291 , respectively, for the six months ended June 30, 2025 and 2024.

At September 30, 2025 and December 31, 2024, the Company recorded $ 213,000 and $ 194,000 , respectively, for the SERP in other liabilities on the consolidated

statements of financial condition.

Expenses for the SERP are included in compensation and employee benefits on the consolidated statements of income and were approximately $ 6,299 and $ 5,823 , respectively, for the three months ended September 30, 2025 and 2024 and $ 18,896 and $ 17,468 , respectively, for the nine months ended September 30, 2025 and 2024.

During the three months ended September 30, 2025, the Company purchased an annuity contract in the amount of $ 1.1 million to informally fund benefits under the SERP.

The Company is the sole owner of the annuity contract and shall have the right to exercise all incidents of ownership, shall be the beneficiary of any death proceeds and shall at all times be entitled to the annuity contract’s cash surrender value.

The annuity is included in bank owned life insurance on the consolidated statements of financial condition.

Defined Benefit Plan

4 unchanged sentences

they will, however, be able to participate in a 401(k) plan that the Company will match up to 50 % of the employee elected contribution amount capped at 5 % of the employee’s earnings.

Expense for the 401k is included in the compensation and employee benefits on the consolidated statement of income and was $ 22,440 (unaudited) and $ 32,566 (unaudited), respectively, for the three months ended June 30, 2025 and 2024 and $ 41,041 (unaudited) and $ 42,543 (unaudited), respectively for the six months ended June 30, 2025 and 2024.

Expense for the 401(k) is included in the compensation and employee benefits on the consolidated statement of income and was $ 18,903 and $ 13,292 , respectively, for the three months ended September 30, 2025 and 2024 and $ 59,945 and $ 35,880 , respectively, for the nine months ended September 30, 2025 and 2024.

EMPLOYEE STOCK OWNERSHIP PLAN (“ESOP”)

6 unchanged sentences

Dividends on allocated shares are recorded as a reduction of retained earnings and dividends on unallocated shares are recorded as a reduction of debt.

The Company recognized approximately $ 4,467 (unaudited) and $ 6,038 (unaudited) of compensation expense related to this plan for the three months ended June 30, 2025 and 2024 and $ 8,934 (unaudited) and $ 12,076 (unaudited) of compensation expense related to this plan for the six months ended June 30, 2025 and June 30, 2024 respectively.

At June 30, 2025, there were 59,650 (unaudited) shares not yet released having an aggregate market value of approximately $ 640,270 (unaudited).

The Company recognized approximately $ 4,467 and $ 6,038 of compensation expense related to this plan for the three months ended September 30, 2025 and 2024 and $ 13,401 and $ 18,113 of compensation expense related to this plan for the nine months ended September 30, 2025 and September 30, 2024 respectively.

At September 30, 2025, there were 59,193 shares not yet released having an aggregate market value of approximately $ 681,311 .

Participant vesting provisions for the ESOP are 20 % per year and will be fully vested upon completion of six years of credited service.

Eligible employees who were employed with the Bank shall receive credit for vesting purposes for each year of continuous employment prior to adoption of the ESOP.

Subsequent to September 30, 2025, in connection with the completion of the Conversion on October 15, 2025, Seneca Bancorp, Inc.

provided the ESOP with $ 1.5 million loan from the proceeds of the stock offering (i) to fund the ESOP’s purchase of 8 % of the shares of common stock sold in the stock offering, or 83,588 shares of Seneca Bancorp, Inc.

common stock, and (ii) to refinance the existing loan obligation of the ESOP so that there is only one ESOP loan following the Conversion and stock offering.

The new ESOP loan is being repaid in substantially equal payments of principal and interest over 25 years at a fixed interest rate of 7.25 %.

STOCK BASED COMPENSATION

A summary of the Company’s stock option activity and related information for its equity incentive plan for the three months ended June 30, 2025 and 2024 is as follows:

For the three months ended June 30,

A summary of the Company’s stock option activity and related information for its equity incentive plan for the three months ended September 30, 2025 and 2024 is as follows:

For the three months ended September 30,

Outstanding at the beginning of the period

1 unchanged sentence

Vested at end of period

A summary of the Company’s stock option activity and related information for its equity incentive plan for the six months ended June 30, 2025 and 2024 is as follows:

For the six months ended June 30,

A summary of the Company’s stock option activity and related information for its equity incentive plan for the nine months ended September 30, 2025 and 2024 is as follows:

For the nine months ended September 30,

Outstanding at the beginning of the period

1 unchanged sentence

Vested at end of year

The intrinsic value of options outstanding at June 30, 2025 and December 31, 2024 is $ 92,972 (unaudited), $ 2,960 rspectively.

The intrinsic value of options outstanding at September 30, 2025 and December 31, 2024 was $ 92,972 and $ 2,960 respectively.

The grants to senior management and directors vest over a five-year period in equal installments, with the first installment vesting on the anniversary date of the grant and succeeding installments on each anniversary thereafter, through 2028.

The compensation expense of the awards is based on the fair value of the instruments on the date of the grant and no options are available to be exercised at each year end.

The Company recorded compensation expense in the amount of $ 4,274 (unaudited) and $ 9,755 (unaudited) for the three months ended June 30, 2025 and 2024 respectively and $ 8,548 (unaudited) $ 19,510 (unaudited) for the six months ended June 30, 2025 and 202 respectively.

The Company had $ 19,423 (unaudited) of compensation expense remaining to be recognized at June 30, 2025.

The Company recorded compensation expense in the amount of $ 3,139 and $ 9,755 for the three months ended September 30, 2025 and 2024 respectively and $ 11,687 and $ 29,265 for the nine months ended September 30, 2025 and 2024 respectively.

The Company had $ 15,878 of compensation expense remaining to be recognized at September 30, 2025.

Compensation costs related to share-based payments transactions are recognized based on the grant-date fair value of the stock-based compensation issued.

3 unchanged sentences

The restricted stock vests 20 % per year on the specified vesting date, until 100 % vested on the specified vesting date of the fifth year after the restricted stock was granted.

The Company recorded compensation expense in the amount of $ 11,488 (unaudited) and $ 11,488 (unaudited) for the three months ended June 30, 2025 and 2024, $ 22,896 (unaudited) and $ 22,896 (unaudited) for the six months ended June 30, 2024.

The Company has $ 108,126 (unaudited) of compensation expenses remaining to be recognized at June 30, 2025.

The Company did not have any awards granted, vested, or forfeited during the three or six months ended June 30, 2025 and 2024 (unaudited).

The Company recorded compensation expense in the amount of $ 11,488 and $ 11,488 for the three months ended September 30, 2025 and 2024, respectively, and $ 34,344 and $ 34,344 for the nine months ended September 30, 2025 and 2024, respectively.

The Company has $ 101,512 of compensation expenses remaining to be recognized at September 30, 2025.

The Company did not have any awards granted or forfeited during the three or nine months ended September 30, 2025 and 2024.

FAIR VALUE MEASUREMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS

13 unchanged sentences

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used are as follows:

There were no securities transferred out of Level 2 securities available-for-sale during the six months ended June 30, 2025 or during the twelve months ended December 31, 2024.

There were no securities transferred out of Level 2 securities available-for-sale during the nine months ended September 30, 2025 or during the twelve months ended December 31, 2024.

(In thousands)

Available-for-sale Securities:

June 30, 2025 (unaudited):

September 30, 2025 (unaudited):

Treasury securities

16 unchanged sentences

Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

The following methods and assumptions were used to estimate the fair values of certain of the Company’s assets and liabilities at June 30, 2025 and December 31, 2024.

The following methods and assumptions were used to estimate the fair values of certain of the Company’s assets and liabilities at September 30, 2025 and December 31, 2024.

Cash and cash equivalents

2 unchanged sentences

The fair value of securities available-for-sale (carried at fair value) are determined by matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather relying on the securities’ relationship to other benchmark quoted prices and is a Level 2 measurement.

See note 3 for Level 3 valuation methodology.

Investment in FHLBNY Stock

1 unchanged sentence

The fair values of loans held in portfolio are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate risk inherent in the loans, resulting in a Level 3 classification.

Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments, and prepayments of principal.

Projected future cash

flows are calculated based upon contractual maturity or call dates, projected repayments, and prepayments of principal.

Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

6 unchanged sentences

The fair values of FHLB long-term borrowings are estimated using discounted cash flow analyses, based on the quoted rates for new FHLB advances with similar credit risk characteristics, terms and remaining maturity, resulting in a Level 2 classification.

The carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2025 and December 31, 2024 are as follows:

The carrying amounts and estimated fair values of the Company’s financial instruments at September 30, 2025 and December 31, 2024 were as follows:

(In thousands)

June 30, 2025 (Unaudited):

September 30, 2025 (Unaudited):

Financial assets:

32 unchanged sentences

The fair value of the real property is generally determined using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace, and the related nonrecurring fair value measurement adjustments have generally been classified as Level 3.

For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2025 and December 31, 2024 were as follows:

For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2025 and December 31, 2024 were as follows:

(In thousands)

June 30, 2025 (Unaudited):

September 30, 2025 (Unaudited):

Collateral-dependent loans

9 unchanged sentences

Selling costs

At June 30, 2025 and December 31, 2024, the fair value consists of loan balances of $ 708,000 (unaudited) and $ 652,000 , net of a valuation allowance of $ 0 (unaudited) and $ 0 .

At September 30, 2025 and December 31, 2024, the fair value of collateral-dependent loans consisted of loan balances of $ 632,000 and $ 652,000 , net of a valuation allowance of $ 0 and $ 0 .

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

As of the dates indicated, the following financial instruments were outstanding whose contract amounts represent credit risk:

September 30,

Commitments to Grant Loans

7 unchanged sentences

These lines of credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

Allowance for credit losses on unfunded loan commitments was immaterial at June 30, 2025 (unaudited) and December 31, 2024.

Allowance for credit losses on unfunded loan commitments was immaterial at September 30, 2025 and December 31, 2024.

REGULATORY CAPITAL REQUIREMENTS

8 unchanged sentences

The Bank elected to adopt the Community Bank Leverage Ratio as of June 30, 2020.

As of June 30, 2025, the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.

To be categorized as well capitalized, the Bank must maintain a minimum Tier 1 leverage ratios (Community Bank Leverage Ratio) as set forth in the table below.

The final rule allows for a two-quarter grace period to improve a ratio that falls below the required level, provided that the bank maintains a leverage ratio of 8.00%.

The Bank has a two quarter grace period (until the quarter ending March 31, 2026) to increase its Community Bank Leverage Ratio to 9.00%.

The Bank expects its Community Bank Leverage Ratio to exceed 9.00% for the quarter ending December 31, 2025 as a result of the completion of the Conversion and stock offering on October 15, 2025.

As of September 30, 2025, the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.

To be categorized as well capitalized, the Bank must maintain a minimum Tier 1 leverage ratios (Community Bank Leverage Ratio) as set forth in the table below, including applicable grace periods.

There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios as of June 30, 2025 and December 31, 2024, are as follows:

The Bank’s actual capital amounts and ratios as of September 30, 2025 and December 31, 2024, are as follows:

Under Prompt and

4 unchanged sentences

(In thousands)

As of June 30, 2025 (Unaudited):

As of September 30, 2025 (Unaudited):

Tier 1 capital to assets

4 unchanged sentences

Net income available to common stockholders is net income to the Company.

During the three months ended June 30, 2025 and 2024, the Company had 13,029 and 219 potentially dilutive common stock equivalents.

During the six months ended June 30, 2025 and 2024, the Company had 11,831 and 725 potentially dilutive common stock equivalents.

During the three months ended September 30, 2025 and 2024, the Company had 28,621 and 441 potentially dilutive common stock equivalents.

During the nine months ended September 30, 2025 and 2024, the Company had 21,398 and 855 potentially dilutive common stock equivalents.

Unallocated common shares held by the ESOP are not included in the weighted-average number of common shares outstanding for purposes of calculating earnings per common share until they are committed to be released.

2 unchanged sentences

Three months ended

September 30,

(Dollars in Thousands Except per Share Data)

Basic earnings (loss) per common share:

Net income (loss) available to common stockholders

Basic earnings per common share:

Net income available to common stockholders

Weighted average common shares outstanding basic

Weighted average common shares outstanding dilutive

Earnings (loss) per share basic

Earnings (loss) per share dilutive

Six months ended June 30,

Earnings per share basic

Earnings per share dilutive

Nine months ended September 30,

(Dollars in Thousands Except per Share Data)

Basic earnings (loss) per common share:

Net income (loss) available to common stockholders

Basic earnings per common share:

Net income available to common stockholders

Weighted average common shares outstanding basic

Weighted average common shares outstanding dilutive

Earnings (loss) per share basic

Earnings (loss) per share dilutive

Earnings per share basic

Earnings per share dilutive

NON-INTEREST INCOME

The Company has included the following tables regarding the Company’s non-interest income for the periods presented:

For the three months ended June 30,

For the three months ended September 30,

(In thousands)

11 unchanged sentences

Realized gain on sales of residential mortgage loans

Realized net gain on available-for-sales securities

Bank owned life insurance

1 unchanged sentence

Total non-interest income

For the six months ended June 30,

For the nine months ended September 30,

(In thousands)

11 unchanged sentences

Realized gain on sales of residential mortgage loans

Realized net (loss) on available-for-sales securities

Bank owned life insurance

23 unchanged sentences

Additionally, for each of the two reportable segments, compensation and employee benefits are significant segment expenses.

Information about the segments is presented in the following table as of and for the years ended (in thousands):

Information about the segments is presented in the following table as of and for the periods indicated (in thousands):

Reconciliation of Assets

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

Total consolidated assets

Three Months Ended June 30,

Three Months Ended September 30,

Seneca Savings

25 unchanged sentences

PROVISION FOR INCOME TAXES

Six Months Ended June 30,

Nine Months Ended September 30,

Seneca Savings

14 unchanged sentences

Earnings on bank-owned life insurance

Net gain/(loss) on sales of available-for-sale securities

Net gains on sale of residential mortgage loans

12 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-Q

Item 1. Financial Statements