Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements And Supplementary Data
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1884 )
F-2
Consolidated Statements of Financial Condition
F-4
Consolidated Statements of Income
F-5
Consolidated Statements of Comprehensive Income
F-6
Consolidated Statements of Stockholders’ Equity
F-7
Consolidated Statements of Cash Flows
F-8
Notes to Consolidated Financial Statements
F-10
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Seneca Bancorp, Inc.
Baldwinsville, New York
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Seneca Bancorp, Inc. and Subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as 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 two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
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 Matter
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 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 separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
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Allowance for Credit Losses – Loans Collectively Evaluated
As described in Notes 2 and 4 to the consolidated financial statements, the Company’s allowance for credit losses on loans of $1.9 million reflects management’s expected credit losses that exist in the total loan portfolio of $226.0 million as of December 31, 2025, which related almost entirely to loans evaluated on a collective basis (the collective ACL on loans). The ACL is measured on a collective (pooled) basis for segments of loans when similar risk characteristics are present. The Company uses the weighted-average remaining maturity (WARM) methodology using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics. The model calculates forward-looking adjustments for each loan category which is based on regression analysis run utilizing simple variables compared against loan category loss rates. The adjusted loss reverts back to the historical loss rates for periods beyond the reasonable and supportable forecast period.
We identified the assessment of the collective ACL on loans as a critical audit matter. The principal considerations for identifying this as a critical audit matter were (i) the significant judgment by management in determining the collective ACL on loans, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating audit evidence related to management’s determination of the collective ACL on loans, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
The primary procedures we performed to address this critical audit matter included:
● Evaluating management’s judgments and assumptions related to the selection of the model including evaluating the conceptual design of the model and the mathematical accuracy of the model;
● Evaluating the relevance and reliability of data used in the model;
● Evaluating the composition of the peer group selected by the Company and the methodology for making this determination;
● Evaluating management’s judgments and assumptions used in the formulation of the qualitative factor framework, including the relevance and reliability of internal and external data used in their formulation;
● Evaluating the relevance and reliability of the internal and external data used in the development of qualitative adjustments and the effect of those adjustments; and
● Evaluating the selection and use of a third-party service organization and specialist for the tool used in determining the collective ACL on loans.
We have served as the Company’s auditor since 2018.
/s/ Bonadio & Co. LLP
Bonadio & Co. LLP
Syracuse, New York
March 30, 2026
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Table of Contents
SENECA BANCORP, INC
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
At December 31,
(In thousands, except share data)
2025
2024
ASSETS
Cash and due from banks
$
2,456
$
1,759
Interest-earning deposits
2,872
5,029
Cash and cash equivalents
5,328
6,788
Securities, available-for-sale, net of allowance for credit losses of $ 518 and $ 498
48,635
46,484
Loans, net of allowance for credit losses of $ 1,915 and $ 1,804
226,030
202,429
Federal Home Loan Bank of New York stock, at cost
3,272
3,361
Federal Reserve Bank stock, at cost
131
—
Premises and equipment, net
13,190
8,797
Bank-owned life insurance
2,793
2,688
Pension assets
8,005
7,245
Accrued interest receivable
1,479
1,247
Intangible assets
428
584
Goodwill
412
412
Other assets
2,411
904
Total assets
$
312,114
$
280,939
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest bearing
$
32,221
$
30,639
Interest-bearing
202,205
179,932
Total deposits
234,426
210,571
Federal Home Loan Bank advances
35,567
41,253
Advances from borrowers for taxes and insurance
2,389
2,349
Other liabilities
6,981
2,908
Total liabilities
279,363
257,081
STOCKHOLDERS’ EQUITY
Preferred stock, $ 0.01 par value, 1,000,000 shares authorized and unissued
Common stock, $ 0.01 par value, 19,000,000 shares authorized, 1,800,141 and 1,780,188 shares issued and outstanding at December 31, 2025 and December 31, 2024
18
9
Additional paid-in capital
15,187
8,118
Treasury stock, at cost ( 0 shares at December 31, 2025 and 159,442 shares at December 31, 2024)
—
( 1,557 )
Retained earnings
22,549
22,377
Unearned ESOP shares, at cost
( 1,357 )
( 605 )
Accumulated other comprehensive loss
( 3,646 )
( 4,484 )
Total stockholders’ equity
32,751
23,858
Total liabilities and stockholders’ equity
$
312,114
$
280,939
The accompanying notes are an integral part of these consolidated financial statements.
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SENECA BANCORP, INC
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
(In thousands, except per share data)
2025
2024
INTEREST INCOME
Loans, including fees
$
12,362
$
11,632
Securities
1,990
1,477
Other
275
255
Total interest income
14,627
13,364
INTEREST EXPENSE
Deposits
4,311
3,837
Advances and borrowings
1,420
1,393
Total interest expense
5,731
5,230
Net interest income
8,896
8,134
Provision for credit losses available-for-sale securities
20
451
Provision for credit losses loans receivable
821
( 145 )
Net interest income after provision for credit losses
8,055
7,828
NONINTEREST INCOME
Service fees
134
123
Income from financial services
969
893
Fee income
854
731
Gain on sale of fixed assets
—
6
Earnings on deferred compensation plan assets
116
26
Net gains on sale of residential mortgage loans
136
87
Total noninterest income
2,209
1,866
NONINTEREST EXPENSE
Compensation and employee benefits
5,408
4,903
Core processing
1,596
1,446
Premises and equipment
924
766
Professional fees
426
232
Postage & office supplies
108
181
FDIC premiums
147
118
Advertising
307
351
Director fees
164
156
Intangible asset amortization
156
156
Other
847
569
Total noninterest expense
10,083
8,878
Income before provision for income taxes
181
816
PROVISION FOR INCOME TAXES
9
104
Net income
$
172
$
712
Net income per common shares - basic
$
0.10
$
0.42
Net income per common shares - diluted
$
0.10
$
0.42
The accompanying notes are an integral part of these consolidated financial statements.
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SENECA BANCORP, INC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(In thousands)
2025
2024
NET INCOME
$
172
$
712
OTHER COMPREHENSIVE INCOME, BEFORE TAX
Available-for-sale securities:
Unrealized holding gains arising during period
674
91
Net unrealized gains on available-for-sale securities
674
91
Defined benefit pension plan:
Net gains income arising during the period
386
503
Net changes in defined benefit pension plan
386
503
OTHER COMPREHENSIVE INCOME, BEFORE TAX
1,060
594
Tax effect
222
124
OTHER COMPREHENSIVE INCOME, NET OF TAX
838
470
TOTAL COMPREHENSIVE INCOME
$
1,010
$
1,182
The accompanying notes are an integral part of these consolidated financial statements.
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SENECA BANCORP, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Accumulated
Additional
Unearned
Other
Common
Paid-In
Treasury
Retained
ESOP
Comprehensive
Total
(In thousands, except share data)
Stock
Capital
Stock
Earnings
Shares
Loss
Equity
BALANCE, DECEMBER 31, 2024
$
9
$
8,118
$
( 1,557 )
$
22,377
$
( 605 )
$
( 4,484 )
$
23,858
Net income
—
—
—
172
—
—
172
Other comprehensive income
—
—
—
—
—
838
838
ESOP shares committed to be released
—
—
—
—
84
—
84
Stock-based compensation
—
61
—
—
—
—
61
Conversion of Seneca Financial, Inc. (net of costs $ 1.9 million)
—
8,565
—
—
—
—
8,565
Issuance and exchange of common stock
9
—
—
—
—
—
9
Retirement of common stock
—
( 1,557 )
1,557
—
—
—
—
Purchase of 83,588 shares by the ESOP
—
—
—
—
( 836 )
—
( 836 )
BALANCE, DECEMBER 31, 2025
$
18
$
15,187
$
—
$
22,549
$
( 1,357 )
$
( 3,646 )
$
32,751
BALANCE, DECEMBER 31, 2023
$
9
$
8,045
$
( 1,487 )
$
21,665
$
( 629 )
$
( 4,954 )
$
22,649
Net income
—
—
—
712
—
—
712
Other comprehensive income
—
—
—
—
—
470
470
ESOP shares committed to be released
—
—
—
—
24
—
24
Stock-based compensation
—
73
—
—
—
—
73
Purchase of treasury shares at cost
—
—
( 70 )
—
—
—
( 70 )
BALANCE, DECEMBER 31, 2024
$
9
$
8,118
$
( 1,557 )
$
22,377
$
( 605 )
$
( 4,484 )
$
23,858
The accompanying notes are an integral part of these consolidated financial statements.
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SENECA BANCORP, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In thousands)
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
172
$
712
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization
560
530
Provision for credit losses
841
306
Net amortization of premiums and discounts on securities
( 93 )
80
Gain on sale of residential mortgage loans
( 136 )
( 87 )
Proceeds from sale of residential mortgage loans
8,365
4,969
Loans originated and sold
( 8,229 )
( 4,882 )
Deferred income tax (benefit) expense
( 26 )
94
Gain on sale of fixed assets
—
( 6 )
Amortization of deferred loan fees
262
70
ESOP compensation expense
84
24
Stock based compensation expense
61
74
Earnings on investment in bank-owned life insurance
( 105 )
( 26 )
Net change in accrued interest receivable
( 232 )
( 89 )
Net change in other assets
( 416 )
( 165 )
Change in pension assets
( 374 )
( 402 )
Net change in other liabilities
4,033
513
Net cash flow provided by operating activities
4,767
1,715
CASH FLOWS FROM INVESTING ACTIVITIES:
Activity in securities available-for-sale:
Proceeds from calls and maturities
24,990
555
Principal repayments
2,163
844
Purchases
( 28,557 )
( 12,883 )
Purchase of annuity contract
( 1,091 )
—
Purchase of Federal Home Loan Bank of New York stock
( 1,041 )
( 1,250 )
Redemption of Federal Home Loan Bank of New York stock
1,130
887
Purchase of Federal Reserve Bank stock
( 135 )
—
Redemption of Federal Reserve Bank stock
4
—
Loan originations and principal collections, net
( 24,684 )
( 5,897 )
Purchases of premises and equipment
( 4,797 )
( 3,317 )
Net cash flow used in investing activities
( 32,018 )
( 21,061 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits
23,855
16,858
Change in advances from borrowers for taxes and insurance
40
( 37 )
Purchase of treasury stock
—
( 70 )
Payments on acquisition contingent consideration
( 156 )
( 290 )
Repayment of long-term FHLB advances
( 63,000 )
( 6,000 )
Proceeds from long-term FHLB advances
57,314
11,753
Net proceeds from stock offering and conversion
8,565
—
Issuance and exchange of common stock
9
—
Purchase of ESOP shares
( 836 )
—
Net cash flow provided by financing activities
25,791
22,214
Net change in cash and cash equivalents
( 1,460 )
2,868
CASH AND CASH EQUIVALENTS - beginning of the period
6,788
3,920
CASH AND CASH EQUIVALENTS - end of the period
$
5,328
$
6,788
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SENECA BANCORP, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)
Year Ended December 31,
(In thousands)
2025
2024
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest on deposits and borrowed funds
$
5,780
$
5,213
Income taxes
$
20
$
101
SUPPLEMENTAL NONCASH DISCLOSURES
Purchase of treasury stock
$
—
$
( 70 )
The accompanying notes are an integral part of these consolidated financial statements.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
1. THE ORGANIZATION
Seneca Bancorp, Inc. (“Company”) is a Maryland corporation that was incorporated in June 2025 to become the registered bank holding company for Seneca Savings Bank, National Association (“Seneca Savings” or the “Bank”) upon the conversion of Seneca Financial MHC (the “Mutual Holding Company”), a federally chartered mutual holding company, from the mutual-to-stock form of the organization, which occurred on October 15, 2025 (the “Conversion”). In connection with the conversion, the Mutual Holding Company ceased to exist. The Company sold 1,044,858 shares of its common stock, which included 83,588 shares issued to the Employee Stock Ownership Plan (“ESOP”) at a price of $ 10.00 per share, for gross proceeds of approximately $ 10.4 million. Offering expenses in connection with the Conversion were $ 1.9 million which were netted against the gross proceeds. Shares of the Company’s common stock began being quoted on the OTCQX Market on October 16, 2025 under the trading symbol “SNNF.”
The Company is the successor corporation to Seneca Financial Corp., the former federally chartered mid-tier stock holding company, which was formed in connection with the conversion of Seneca Savings Bank into the mutual holding company form of organization in October 2017, which in turn was a subsidiary of the Mutual Holding Company, which owned a majority of Seneca Financial Corp.’s outstanding common stock.
Upon completion of the Conversion, the outstanding shares of Seneca Financial Corp.’s common stock owned by stockholders other than the Mutual Holding Company were converted into shares of the Company’s common stock based on an exchange ratio of 0.9684 of a share of Company common stock for each share of Seneca Financial Corp.’s common stock, so that Seneca Financial Corp.’s existing public stockholders owned approximately the same percentage of the Company’s common stock upon the completion of the Conversion as they owned of Seneca Financial Corp.’s common stock immediately prior to the Conversion.
In connection with the Conversion, the Company provided a term loan to the ESOP to finance the ESOP’s purchase of the 83,588 shares noted above. The Company combined its existing outstanding ESOP loan in the amount of $ 688,000 with this new loan resulting in a new term loan to the ESOP of $ 1.5 million which will be repaid in annual installments over 25 years .
In connection with the Conversion, the Company established a liquidation account for the benefit of eligible and supplemental eligible account holders as defined in the Plan of Conversion and Reorganization in an amount equal to the net worth of the Company as of the date of the latest consolidated balance sheet appearing in the final prospectus distributed in connection with the Conversion. The liquidation account will be maintained for the benefit of eligible account holders and supplemental eligible account holders who maintain their accounts at the Bank after the Conversion. The liquidation account will be reduced annually to the extent that such account holders have reduced their qualifying deposits as of each fiscal year end. Subsequent increases will not restore an account holder’s interest in the liquidation account. In the event of a complete liquidation of the Company or the Bank, each such account holder will be entitled to receive balances for accounts then held.
Finally, as a result of the Conversion, all existing stock options and restricted stock awards outstanding on October 15, 2025, were adjusted based on the exchange ratio of 0.9684 -to-1 including those described in Note 10 to the accompanying audited consolidated financial statements. All historical share and per share information also has been restated to reflect the 0.9684 -to-1 exchange ratio.
Seneca Savings 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 national bank whose business primarily consists of accepting deposits from customers within its market area and investing those funds primarily in residential mortgage and commercial loans.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Adoption of New Accounting Standards
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09 - Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, to provide more transparency about income tax information through improvements to income tax disclosures. Specifically, the update requires enhancements to the rate reconciliation, including disclosure of specific categories and additional information for reconciling items meeting a quantitative threshold, and greater disaggregation of income tax disclosures related to income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Other than meeting the new disclosure requirements, the adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07 – Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to improve the reportable segment disclosures by requiring disclosure of incremental segment information on an annual and interim basis. 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 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. Other than meeting the new disclosure requirements, the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
Impact of Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03 Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures, to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU require disclosure, in the notes to the consolidated financial statements, of specified information about certain costs and expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact this will have on the consolidated financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, the Bank and the Bank’s wholly-owned subsidiary, Seneca Savings Insurance Agency, Inc. dba Financial Quest (“Quest”). Quest offers financial planning and investment advisory services and sells various insurance and investment products through broker networks. All significant intercompany transactions and balances have been eliminated in consolidation. The Company, as used in the consolidated financial statements, refers to the consolidated group.
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in earnings. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities and our defined benefit program, are reported as a separate component of the equity section of the consolidated statements of financial condition, such items, along with net income, are components of comprehensive income.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Use of Estimates
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates, and such differences may be significant.
Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for credit losses, deferred tax assets, the assumptions used in the actuarial valuation and the estimation of fair values for accounting and disclosure purposes.
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.
Cash and Cash Equivalents
For the purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and amounts due from banks and interest-bearing deposits in the Federal Home Loan Bank of New York with original maturities of three months or less.
Securities
The Company classifies investment securities as available-for-sale. The Company does not hold any securities considered to be trading or held to maturity. Available-for-sale securities are reported at fair value, with net unrealized gains and losses reflected as a separate component of stockholders’ equity, net of the applicable income tax effect.
Gains or losses on investment security transactions are based on the amortized cost of the specific securities sold. Premiums and discounts on securities are amortized and accreted into income using the interest method over the period to maturity or earliest call date.
Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the accompanying consolidated financial statements.
Allowance for Credit Losses – Available-For-Sale Securities
For available-for-sale debt securities in an unrealized loss position, the Company assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Federal Home Loan Bank of New York Stock
Federal law requires a member institution of the Federal Home Loan Bank System to hold stock of its district Federal Home Loan Bank (“FHLB”) according to a predetermined formula. This restricted stock is carried at cost.
Management’s determination of whether this investment is impaired is based on their assessment of the ultimate recoverability of its cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.
Federal Reserve Bank Stock
The Bank is a member of the Federal Reserve Bank of New York (“FRB”). FRB stock is carried at cost, classified as a restricted security.
Loans
The Company grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by residential mortgage loans in Onondaga County located in Upstate New York. The ability of the Company’s debtors to honor their contracts is dependent upon the real estate market and general economic conditions in these areas.
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost net of the allowance for credit losses. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts, deferred loan fees and costs. Accrued interest receivable totaled $ 1.2 million and $ 1.1 million at December 31, 2025 and 2024, respectively, and was reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.
Interest income on mortgage and commercial loans is discontinued and placed on nonaccrual status at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection.
Consumer and credit card loans continue to accrue interest until they are charged off no later than 90 days past due unless the loan is in the process of collection. Past-due status is based on the contractual terms of the loan, but generally applies when a payment is outstanding greater than 90 days. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The loans receivable portfolio is segmented into mortgage loans on real estate, commercial and industrial loans, and consumer loans. The mortgage loans on real estate segment consists of the following classes of loans: one-to-four family first-lien residential mortgages, residential construction, home equity loans and lines of credit, and commercial loans. Consumer loans includes home equity lines of credit on real estate, loans with junior liens and other consumer loans.
Mortgage loans on real estate:
● One- to four-family first-lien residential — are loans secured by first lien collateral on residential real estate primarily held in the Central New York region. These loans can be affected by economic conditions and the value of underlying properties. Central New York’s housing market has consistently demonstrated stability in home prices despite economic conditions. Furthermore, the Company has conservative underwriting standards and its residential lending policies and procedures ensure that its one- to four-family residential mortgage loans generally conform to secondary market guidelines.
● Residential Construction — are loans to finance the construction of either one- to four-family owner occupied homes or commercial real estate. At the end of the construction period, the loan automatically converts to either a one- to four-family or commercial mortgage, as applicable. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion compared to the actual cost of construction. The Company limits its risk during construction as disbursements are not made until the required work for each advance has been completed and an updated lien search is performed. The completion of the construction progress is verified by a Company loan officer or inspections performed by an independent appraisal firm. Construction delays may impair the borrower’s ability to repay the loan.
● Home equity loans and lines of credit — are loans or lines of credit secured by first or second liens on owner-occupied residential real estate primarily held in the Central New York region. These loans can also be affected by economic conditions and the values of underlying properties.
Home equity loans may have increased risk of loss if the Company does not hold the first mortgage resulting in the Company being in a secondary position in the event of collateral liquidation. The Company does not originate interest only home equity loans.
● Commercial — are loans used to finance the purchase of real property, which generally consists of developed real estate that is held as first lien collateral for the loan. These loans are secured by real estate properties that are primarily held in the Central New York region. Commercial real estate lending involves additional risks compared with one- to four-family residential lending, because payments on loans secured by commercial real estate properties are often dependent on the successful operation or management of the properties, and/or the collateral value of the commercial real estate securing the loan, and repayment of such loans may be subject to adverse conditions in the real estate market or economic conditions to a greater extent than one- to four-family residential mortgage loans. Also, commercial real estate loans typically involve relatively large loan balances to single borrowers or groups of related borrowers. Accordingly, the nature of these types of loans make them more difficult for the Company to monitor and evaluate.
Commercial and industrial loans :
Includes business installment loans, lines of credit and other commercial loans. Most of the Company’s commercial loans have fixed interest rates and are for terms generally not in excess of five years .
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Whenever possible, the Company collateralizes these loans with a lien on business assets and equipment and require the personal guarantees from principals of the borrower. Commercial loans generally involve a higher degree of credit risk because the collateral underlying the loans may be in the form of intangible assets and/or inventory subject to market obsolescence. Commercial loans can also involve relatively large loan balances to a single borrower or groups of related borrowers, with the repayment of such loans typically dependent on the successful operation of the commercial business and the income stream of the borrower. Such risks can be significantly affected by economic conditions. Although commercial loans may be collateralized by equipment or other business assets, the liquidation of collateral in the event of a borrower default may be an insufficient source of repayment because the equipment or other business assets may be obsolete or of limited use, among other things. Accordingly, the repayment of a commercial loan depends primarily on the credit worthiness of the borrowers (and any guarantors), while liquidation of collateral is a secondary and often insufficient source of repayment.
Consumer loans :
Consist of loans secured by collateral such as an automobile or a deposit account, unsecured loans, and lines of credit. Consumer loans tend to have a higher credit risk due to the loans being either unsecured or secured by rapidly depreciable assets. Furthermore, consumer loan payments are dependent on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy.
Allowance for Credit Losses – Loans
The allowance for credit losses is a valuation account that is deducted to the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Management estimates the allowance balance using the weighted-average remaining maturity (“WARM”) method using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as difference in local economy changes and forecasts, changes in the nature and volume of the portfolio and in the terms of loans, concentrations of credit exposure, changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off and recovery practices, changes in the experience, ability and depth of lending management and relevant staff.
Management considers forward-looking information that is both reasonable and supportable and relevant to assessing the collectability of cash flows. The model calculates forward-looking adjustments for each loan category which is based on regression analysis run utilizing various national and state-level economic variables, indices and leading indicators (contained in the St. Louis FRB “FRED” data base) compared against loan category loss rates of the Bank’s specific peer group. The regression analysis for the variable that results in the highest statistical correlation with the peer-bank losses is utilized for the forward-looking adjustment. The regression analysis is run on various lagged methods (economic variable or index precedes the loss by any six-month interval between one year and three years). The adjusted loss reverts back to the historical loss rates for periods beyond the reasonable and supportable forecast period.
The allowance for credit losses is measured on a collective pool basis with receivables that have similar risk characteristics. The Company feels that given the size of the loan portfolio, less complex mix of loan products, low historic loss-rate levels, and overall credit risk profile of the loan profiles, that it is appropriate to segment the portfolio into loan categories identified by FFIEC Call Report codes and further segment by risk rating.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are also not included in the collective evaluation. A collateral-dependent asset is a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower, based on management’s assessment, is experiencing financial difficulty. The allowance for credit loss for a collateral dependent financial asset is measured using the fair value of collateral. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
Modifications for Debtors Experiencing Financial Difficulty
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses and because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. The Company did no t modify any loans to borrowers experiencing financial difficulty in the year ended December 31, 2025. The Company modified one loan to a borrower experiencing financial difficulty in the year ended December 31, 2024.
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or market in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to noninterest income. Gains and losses on loan sales are recorded in noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan in the consolidated statements of income. We had no loans held for sale at December 31, 2025 and 2024.
Income Recognition for Nonaccrual Loans
For residential and commercial classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past-due or management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing. For other loan classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past-due or management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest is reversed and charged to interest income. Interest received on non-accrual loans, generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
For non-accrual loans, when future collectability of the recorded loan balance is expected, interest income may be recognized on a cash basis. In the case where a non-accrual loan had been partially charged off, recognition of interest on a cash basis is limited to that which would have been recognized on the recorded loan balance at the contractual interest rate. Cash interest receipts in excess of that amount are recorded as recoveries to the allowance for credit losses until prior charge-offs have been fully recovered.
F-16
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Foreclosed Real Estate
Real estate properties acquired through, or in lieu of, loan foreclosure are initially recorded at fair value less estimated selling costs at the date of foreclosure establishing a new cost basis. Any write-downs based on the asset’s fair value at date of acquisition are charged to the allowance for credit losses. After foreclosure, property held for sale is carried at the lower of the new cost basis or fair value less any costs to sell. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. Valuations are periodically performed by management, and any subsequent write-downs are recorded as a charge to earnings, if necessary, to reduce the carrying value of the property to the lower of its cost or fair value less cost to sell. The Company did no t have foreclosed real estate at December 31, 2025 and 2024. The Company had $ 758,000 and $ 401,000 of residential real estate loans in the process of foreclosure at December 31, 2025 and 2024, respectively.
Premises and Equipment
Land is carried at cost. Land improvements, buildings and building improvements, furniture, fixtures, and equipment are carried at cost, less accumulated depreciation computed on the straight-line method over the estimated useful lives of the assets. Estimated useful lives are generally seven to 39 years for buildings and building improvements and three to 10 years for furniture, fixtures, and equipment.
Income Taxes
Income taxes are provided for the tax effects of certain transactions reported in the consolidated financial statements. Income taxes consist of taxes currently due plus deferred taxes related primarily to temporary differences between the financial reporting and income tax basis of the allowance for credit losses, premises and equipment, certain state tax credits, and deferred loan origination costs. The deferred tax assets and liabilities represent the future tax return consequences of the temporary differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
The Company’s Federal and New York State tax returns, constituting the returns of the major taxing jurisdictions, are subject to examination by the authorities for 2022, 2023, 2024, and 2025 as prescribed by applicable statute. No waivers have been executed that would extend the period subject to examination beyond the period prescribed by statute.
Advertising
The Company charges the costs associated with advertising to expense as incurred. Advertising expenses charged to operations for the years ended December 31, 2025 and 2024 were $ 307,000 and $ 351,000 , respectively.
Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under commercial lines of credit. Such financial instruments are recorded when they are funded. The Company does not engage in the use of derivative financial instruments.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Revenue Recognition
The Company recognizes revenue in the consolidated statements of income as it is earned and when collectability is reasonably assured. The primary source of revenue is interest income from interest earning assets, which is recognized on the accrual basis of accounting using the effective interest method. The recognition of revenues from interest earning assets is based upon formulas from underlying loan agreements, securities contracts, or other similar contracts. Non-interest income is recognized on the accrual basis of accounting as services are provided or as transactions occur. Non-interest income includes earnings on deferred compensation plan assets, fees from brokerage and advisory service, deposit accounts, merchant services, ATM and debit card fees, mortgage banking activities, and other miscellaneous services and transactions. See Note 15 for more information regarding the Company’s non-interest income.
Significant Group Concentrations of Credit Risk
Most of the Company’s activities are with customers located primarily in Onondaga County of New York State. A large portion of the Company’s portfolio is centered in residential and commercial real estate. The Company closely monitors real estate collateral values and requires additional reviews of commercial real estate appraisals by a qualified third party for commercial real estate loans more than $ 500,000 . All residential loan appraisals are reviewed by an individual or third party who is independent of the loan origination or approval process and was not involved in the approval of appraisers or selection of the appraiser for the transaction, and has no direct or indirect interest, financial or otherwise in the property or the transaction. Note 3 discusses the types of securities that the Company invests in. Note 4 discusses the types of lending that the Company engages in. The Company does not have any significant concentrations to any one industry or customer.
Bank-owned life insurance
The Company invests in bank-owned life insurance (“BOLI”) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Company on a chosen group of employees. The Company is the owner and beneficiary of the life insurance policies, and as such, the investment is carried at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies is included in noninterest income in the consolidated statements of income. The BOLI policies are an asset that can be liquidated, if necessary, with associated tax costs. However, the Company intends to hold these policies and, accordingly, has not provided for deferred income taxes on the earnings from the increases in cash surrender value.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Pension and Postretirement Plans
The Company sponsors qualified defined benefit pension plan and supplemental executive retirement plan (“SERP”). The qualified defined benefit pension plan is funded with trust assets invested in a diversified portfolio of debt and equity securities. Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, the Company makes extensive use of assumptions about inflation, investment returns, mortality, turnover, and discount rates. The Company has established a process by which management reviews and selects these assumptions annually. Among other factors, changes in interest rates, investment returns and the market value of plan assets can (i) affect the level of plan funding; (ii) cause volatility in the net periodic pension cost; and (iii) increase our future contribution requirements. A significant decrease in investment returns or the market value of plan assets or a significant decrease in interest rates could increase the Company’s net periodic pension costs and adversely affect the Company’s results of operations. A significant increase in the Company’s contribution requirements with respect to the Company’s qualified defined benefit pension plan could have an adverse impact on the Company’s cash flow. Changes in the key actuarial assumptions would impact net periodic benefit expense and the projected benefit obligation for the Company’s defined benefit and other postretirement benefit plan. See Note 10, “Employee Benefit Plans,” for information on these plans and the assumptions used.
Intangible Assets and Goodwill
On October 6, 2023, the Company, through its subsidiary, Seneca Savings Insurance Agency, Inc., completed the acquisition of a retirement plan book of business. The Company paid an aggregate of $ 714,500 in cash and recorded $ 475,500 in contingent consideration payable to acquire the assets and recorded a $ 778,000 customer list intangible asset and goodwill in the amount of $ 412,000 in conjunction with the acquisition. Contingent consideration paid totaled $ 156,000 and $ 290,000 for the years ended December 31, 2025 and 2024, respectively. The above-mentioned acquisition was made to expand the Company’s wealth management services activities.
The excess of the cost of acquired entities over the fair value of identifiable tangible and intangible assets acquired, less liabilities assumed, is recorded as goodwill. Goodwill is carried at its acquired value and is reviewed annually for impairment, or when events or changes in circumstances indicate that carrying amounts may be impaired.
Acquired identifiable intangible assets that have finite lives are amortized over their useful economic life. The customer relationship intangibles is amortized over five years based upon the projected discounted cash flows of the accounts acquired. Acquired identifiable intangible assets that are amortized are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may be impaired.
Employee Stock Ownership Plan (“ESOP”)
Compensation expense is recognized based on the current market price of shares committed to be released to employees. All shares released and committed to be released are deemed outstanding for purposes of earnings per share calculations. Dividends declared and paid on allocated shares held by the ESOP are charged to retained earnings. The value of unearned shares to be allocated to ESOP participants for future services not yet performed is reflected as a reduction of stockholders’ equity. Dividends declared on unallocated shares held by the ESOP are recorded as a reduction of the ESOP’s loan payment to the Company.
F-19
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Stock-Based Compensation
Compensation costs related to share-based payments transactions are recognized based on the grant-date fair value of the stock-based compensation issued. Compensation costs are recognized over the period that an employee provides service in exchange for the award. Compensation costs related to the employee stock ownership plan are dependent upon the average stock price and the shares committed to be released to the plan participants through the period in which income is reported.
Federal Home Loan Bank of New York Advances
The Bank has secured a Municipal Line of Credit (“MULOC”) from the FHLBNY to collateralize New York State deposits related to the Banking Development District Program. The program helps to give incentives for banks to open branches in communities with underserved banking resources. The Bridgeport branch allows us to market our deposit products in Madison County. The MULOC is collateralized by one- to four-family residential mortgage loans pledged to the FHLBNY.
Earnings per Common Share
Basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period. The Company had 2,620 and 1,590 potentially dilutive common stock equivalents at December 31, 2025 and 2024, respectively. Unallocated common shares held by the ESOP as well as shares of unvested restricted stock 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 (See Note 14).
Reclassifications
Certain amounts in the 2024 consolidated financial statements have been reclassified to conform with the 2025 presentation format. These classifications are immaterial and had no effect on net income or stockholders’ equity for the periods presented herein.
F-20
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
3. SECURITIES
The amortized cost and fair values of securities, with gross unrealized gains and losses are as follows:
Amortized
Unrealized
Unrealized
Allowance for
Fair
(In thousands)
Cost
Gains
Losses
Credit Losses
Value
Available-for-sale securities:
December 31, 2025:
U.S. Treasury securities
$
14,775
$
36
$
( 16 )
$
—
$
14,795
U.S. Government Agency securities
1,000
—
( 100 )
—
900
Municipal securities
16,406
3
( 2,364 )
( 518 )
13,527
Mortgage-backed securities and collateralized mortgage obligations
11,796
10
( 891 )
—
10,915
Corporate securities
8,608
12
( 122 )
—
8,498
$
52,585
$
61
$
( 3,493 )
$
( 518 )
$
48,635
December 31, 2024:
U.S. Treasury securities
$
15,923
$
4
$
( 116 )
$
—
$
15,811
U.S. Government Agency securities
1,000
—
( 162 )
—
838
Municipal securities
17,151
—
( 2,372 )
( 498 )
14,281
Mortgage-backed securities and collateralized mortgage obligations
6,862
—
( 1,107 )
—
5,755
Corporate securities
10,152
8
( 361 )
—
9,799
$
51,088
$
12
$
( 4,118 )
$
( 498 )
$
46,484
Government agency and U.S. Treasury securities include notes and bonds with fixed rates. Mortgage-backed securities and collateralized mortgage obligations consist of securities that are issued by Fannie Mae (“FNMA”), Freddie Mac (“FHLMC”), Ginnie Mae (“GNMA”), and Small Business Administration (“SBIC”) and are collateralized by residential mortgages. Municipal securities consist of government obligation and revenue bonds. Corporate securities consist of fixed and variable rate bonds with large financial institutions.
Investment securities with carrying amounts of $ 27.8 million and $ 22.2 million were pledged to secure deposits and for other purposes required or permitted by law at December 31, 2025 and 2024, respectively. The Company had pledged collateralized mortgage obligations with a book value of $ 5.1 million and market value of $ 4.6 million at December 31, 2025, and a book value of $ 178,000 and a market value of $ 165,000 at December 31, 2024, to a local municipality collateralizing their deposits. The Company has pledged New York municipal bonds with a book value of $ 1.4 million and a market value of $ 1.2 million at December 31, 2025, and a book value of $ 337,000 and a market value of $ 282,000 at December 31, 2024, to the link deposit program.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
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.
At December 31, 2025
At December 31, 2024
Amortized
Fair
Amortized
Fair
(In thousands)
Cost
Value
Cost
Value
Due in one year or less
$
14,434
$
13,868
$
14,225
$
13,723
Due after one year through five years
13,866
13,185
15,878
15,107
Due after five years through ten years
9,056
7,986
9,840
8,566
Due after ten years
3,433
2,681
4,283
3,333
40,789
37,720
44,226
40,729
Mortgage-backed securities and collateralized mortgage obligations
11,796
10,915
6,862
5,755
$
52,585
$
48,635
$
51,088
$
46,484
The Company did not sell available-for-sale securities during the years ended December 31, 2025 and 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. The Company is not in the practice of investing in, or originating, these types of investments or loans.
Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position follows:
Less than Twelve Months
Twelve Months and Greater
Gross
Gross
Unrealized
Fair
Unrealized
Fair
(In thousands)
Losses
Value
Losses
Value
December 31, 2025:
U.S. Treasury securities
$
( 1 )
$
996
$
( 15 )
2,984
U.S. Government Agency securities
—
—
( 100 )
900
Municipal securities
( 1 )
1,025
( 2,363 )
11,300
Mortgage-backed securities and collateralized mortgage obligations
( 32 )
3,871
( 859 )
5,359
Corporate securities
—
—
( 122 )
5,718
$
( 34 )
$
5,892
$
( 3,459 )
$
26,261
December 31, 2024:
U.S. Treasury securities
$
—
$
—
$
( 116 )
$
2,874
U.S. Government Agency securities
—
—
( 162 )
839
Municipal securities
( 24 )
1,114
( 2,348 )
11,769
Mortgage-backed securities and collateralized mortgage obligations
—
—
( 1,107 )
5,755
Corporate securities
( 4 )
896
( 357 )
8,402
$
( 28 )
$
2,010
$
( 4,090 )
$
29,639
Unrealized losses on U.S. 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.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
At December 31, 2025, one U.S. Treasury, two municipal, and two collateralized mortgage obligation securities were in a loss position for less than one year. At December 31, 2025, one government agency, one U.S. treasury, thirty-one municipal, four mortgage-backed, ten collateralized mortgage obligation securities and eight 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 in a continuous loss position for less than one year. At December 31, 2024, one government agency, one U.S. Treasury, thirty-two municipal, four mortgage-backed, ten collateralized mortgage obligation, and twelve corporate securities were in a continuous loss position for more than twelve months.
Allowance for Credit Losses for Debt Securities:
The following table presents the allowance for credit losses on available-for-sale debt securities.
(In thousands)
Municipal Securities
December 31, 2025:
Balance, beginning of period
$
498
Provision for credit losses, not previously recorded
20
Balance, end of period
$
518
December 31, 2024:
Balance, beginning of period
$
47
Provision for credit losses, not previously recorded
451
Balance, end of period
$
498
At December 31, 2025 and 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 $ 148,000 and $ 474,000 , respectively. This is comprised of the Madison County Capital Resource Corp. (Cazenovia College) bond that was in default at December 31, 2025 and 2024. The bond is collateralized with all the assets and real estate of the issuer which will be monetized to satisfy bond holders.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
4. LOANS
Net loans for the December 31, 2025 and 2024 are as follows:
At December 31,
(In thousands)
2025
2024
Mortgage loans on real estate:
One-to four-family first lien residential
$
93,006
$
101,236
Residential construction
3,196
1,288
Home equity loans and lines of credit
15,921
11,916
Commercial
87,954
59,505
Total mortgage loans on real estate
200,077
173,945
Commercial and industrial
22,243
23,411
Consumer loans
4,349
5,339
Total loans
226,669
202,695
Allowance for credit losses
( 1,915 )
( 1,804 )
Net deferred loan costs
1,276
1,538
Net loans
$
226,030
$
202,429
Residential real estate loans serviced for others, not included in net loans, by the Company totaled $ 33.4 million and $ 29.4 million at December 31, 2025 and 2024, respectively.
Loan Origination/Risk Management
The Company has lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by frequently providing management with reports related to loan production, loan quality, loan delinquencies, non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.
Risk Characteristics of Portfolio Segments
The risk characteristics within the loan portfolio vary depending on the loan segment. Consumer loans generally are repaid from personal sources of income. Risks associated with consumer loans primarily include general economic risks such as declines in the local economy creating higher rates of unemployment. Those conditions may also lead to a decline in collateral values should the Company be required to repossess the collateral securing consumer loans. 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 88.3 % and 85.8 % of the portfolio at December 31, 2025 and 2024, respectively. Loans secured by real estate provide the best collateral protection and thus significantly reduce the inherent risk in the portfolio.
Management has reviewed its loan portfolio and determined that, to the best of its knowledge, little or no exposure exists to sub-prime or other high-risk residential mortgages. The Company is not in the practice of originating these types of loans.
F-24
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Description of Credit Quality Indicators
Real estate, commercial and consumer loans are assigned a “Pass” rating unless the loan has demonstrated signs of weakness as indicated by the ratings below:
● Special Mention: The relationship is protected but are potentially weak. These assets may constitute an undue and unwarranted credit risk but not to the point of justifying a substandard rating. All loans 60 days past-due are classified Special Mention. The loan is not upgraded until it has been current for six consecutive months.
● Substandard: The relationship is inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledge, if any. Assets so classified have a well-defined weakness or a weakness that jeopardizes the liquidation of the debt. All loans 90 days past-due are classified Substandard. The loan is not upgraded until it has been current for six consecutive months.
● Doubtful/Loss: Loans are considered uncollectible and of such little value that continuance as bankable assets are not warranted. It is not practicable or desirable to defer writing off this basically worthless asset even though partial recovery may be possible in the future.
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.
F-25
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The following tables present the loans to customers as of December 31, 2025 and 2024, based on year of origination within each credit quality indicator:
At December 31, 2025
Revolving
Loans
Converted
Revolving
to Term
Loans
Loans
Amortized
Amortized
2025
2024
2023
2022
2021
Prior
Cost Basis
Cost Basis
Total
Mortgage loans on real estate:
One-to-four-family first lien residential:
Pass
$
2,429
$
2,712
$
10,223
$
16,772
$
10,643
$
50,227
$
—
$
—
$
93,006
Total
2,429
2,712
10,223
16,772
10,643
50,227
—
—
93,006
Current period gross write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Residential construction:
Pass
2,190
750
—
113
—
143
—
—
3,196
Total
2,190
750
—
113
—
143
—
—
3,196
Current period gross write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Home equity loans and lines of credit:
Pass
278
636
—
—
—
60
14,682
265
15,921
Total
278
636
—
—
—
60
14,682
265
15,921
Current period gross write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial:
Pass
31,612
8,687
12,995
7,331
6,581
16,919
—
—
84,125
Special Mention
—
576
—
—
—
—
—
—
576
Substandard
—
1,221
735
—
—
1,297
—
—
3,253
Total
31,612
10,484
13,730
7,331
6,581
18,216
—
—
87,954
Current period gross write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial and Industrial:
Pass
8,179
4,619
3,260
1,827
1,554
2,298
—
—
21,737
Special Mention
31
288
94
93
—
—
—
—
506
Total
8,210
4,907
3,354
1,920
1,554
2,298
—
—
22,243
Current period gross write-offs
$
—
$
—
$
( 652 )
$
( 7 )
$
( 4 )
$
( 16 )
$
—
$
—
$
( 679 )
Current period recoveries
—
—
—
—
—
2
—
—
2
Current period net write-offs
$
—
$
—
$
( 652 )
$
( 7 )
$
( 4 )
$
( 14 )
$
—
$
—
$
( 677 )
Consumer:
Pass
711
1,788
731
909
1
116
92
1
4,349
Total
711
1,788
731
909
1
116
92
1
4,349
Current period gross write-offs
$
—
$
( 28 )
$
( 9 )
$
—
$
—
$
( 2 )
$
—
$
—
$
( 39 )
Current period recoveries
—
—
5
—
—
1
—
—
6
Current period net write-offs
$
—
$
( 28 )
$
( 4 )
$
—
$
—
$
( 1 )
$
—
$
—
$
( 33 )
F-26
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
At December 31, 2024
Revolving
Loans
Converted
Revolving
to Term
Loans
Loans
Amortized
Amortized
2024
2023
2022
2021
2020
Prior
Cost Basis
Cost Basis
Total
Mortgage loans on real estate:
One-to-four-family first lien residential:
Pass
$
5,633
$
12,938
$
18,451
$
11,101
$
7,929
$
45,184
$
—
$
—
$
101,236
Total
5,633
12,938
18,451
11,101
7,929
45,184
—
—
101,236
Current period gross write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Residential construction:
Pass
1,006
—
120
—
101
61
—
—
1,288
Total
1,006
—
120
—
101
61
—
—
1,288
Current period gross write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Home equity loans and lines of credit:
Pass
768
—
—
—
—
65
10,895
188
11,916
Total
768
—
—
—
—
65
10,895
188
11,916
Current period gross write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial:
Pass
9,609
12,513
8,375
6,939
4,434
15,124
—
—
56,994
Substandard
500
—
—
—
97
1,914
—
—
2,511
Total
10,109
12,513
8,375
6,939
4,531
17,038
—
—
59,505
Current period gross write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial and Industrial:
Pass
6,145
5,802
5,975
1,656
1,502
1,593
—
—
22,673
Substandard
738
—
—
—
—
—
—
—
738
Total
6,883
5,802
5,975
1,656
1,502
1,593
—
—
23,411
Current period gross write-offs
$
—
$
( 31 )
$
—
$
( 25 )
$
—
$
( 22 )
$
—
$
—
$
( 78 )
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
—
$
( 31 )
$
—
$
( 25 )
$
—
$
( 22 )
$
—
$
—
$
( 78 )
Consumer:
Pass
2,536
1,038
1,406
271
47
41
—
—
5,339
Total
2,536
1,038
1,406
271
47
41
—
—
5,339
Current period gross write-offs
$
( 4 )
$
( 10 )
$
( 4 )
$
—
$
—
$
—
$
—
$
—
$
( 18 )
Current period recoveries
—
—
—
—
—
—
—
—
—
Current period net write-offs
$
( 4 )
$
( 10 )
$
( 4 )
$
—
$
—
$
—
$
—
$
—
$
( 18 )
At December 31, 2025, two loan relationships consisting of one commercial real estate loan for each relationship, were downgraded to substandard, resulting in a net increase of substandard loans by $ 742,000 as compared to December 31, 2024. A loan relationship consisting of one commercial real estate loan and seven commercial and industrial loans totaling $ 1.1 million was downgraded to special mention from watch, increasing special mention loans by $ 576,000 and $ 506,000 , respectively, as compared to December 31, 2024. At December 31, 2024, a loan relationship consisting of two commercial and industrial loans totaling $ 738,000 was rated substandard. One commercial real estate loan relationship consisting of two loans totaling $ 500,000 was restructured and rated as substandard during the year ended December 31, 2024. All commercial loan relationships are current and paying as agreed.
F-27
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 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:
At December 31, 2025
30-59 Days
60-89 Days
90 Days
Total Past-
Total Loans
(In thousands)
Past-Due
Past-Due
Past-Due
Due
Current
Receivable
Mortgage loans on real estate:
One-to four-family first lien residential
$
2,310
$
297
$
770
$
3,377
$
89,629
$
93,006
Residential construction
—
—
—
—
3,196
3,196
Home equity loans and lines of credit
139
53
32
224
15,697
15,921
Commercial
314
735
843
1,892
86,062
87,954
Total mortgage loans on real estate
2,763
1,085
1,645
5,493
194,584
200,077
Commercial and industrial
33
—
—
33
22,210
22,243
Consumer loans
42
3
—
45
4,304
4,349
Total loans
$
2,838
$
1,088
$
1,645
$
5,571
$
221,098
$
226,669
At December 31, 2024
30-59 Days
60-89 Days
90 Days
Total Past-
Total Loans
(In thousands)
Past-Due
Past-Due
Past-Due
Due
Current
Receivable
Mortgage loans on real estate:
One-to four-family first lien residential
$
1,089
$
230
$
369
$
1,688
$
99,548
$
101,236
Residential construction
—
—
—
—
1,288
1,288
Home equity loans and lines of credit
1
—
32
33
11,883
11,916
Commercial
371
—
—
371
59,134
59,505
Total mortgage loans on real estate
1,461
230
401
2,092
171,853
173,945
Commercial and industrial
513
—
—
513
22,898
23,411
Consumer loans
5
9
—
14
5,325
5,339
Total loans
$
1,979
$
239
$
401
$
2,619
$
200,076
$
202,695
At December 31, 2025 and 2024, we had approximately $ 32,000 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, 2025 and 2024 are as follows:
At December 31, 2025
Nonaccrual
loans
without
related
allowance
for
Recognized
Nonaccrual
credit
interest
(In thousands)
loans
losses
income
Mortgage loans on real estate:
One-to four-family first lien
$
1,455
$
1,054
$
—
Residential construction
—
—
—
Home equity loans and lines of credit
—
—
—
Commercial
1,578
1,578
6
Commercial and industrial
41
41
—
Consumer loans
—
—
—
Total nonaccrual loans
$
3,074
$
2,673
$
6
F-28
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
At December 31, 2024
Nonaccrual
loans
without
related
allowance
for
Recognized
Nonaccrual
credit
interest
(In thousands)
loans
losses
income
Mortgage loans on real estate:
One-to four-family first lien
$
369
$
369
$
—
Residential construction
—
—
—
Home equity loans and lines of credit
—
—
—
Commercial
46
—
—
Consumer loans
—
—
—
Total nonaccrual loans
$
415
$
369
$
—
Collateral-dependent loans
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the operation or sale of the collateral. Loans considered collateral-dependent were as follows:
At December 31, 2025
(In thousands)
Amortized cost
Collateral type
Real estate:
Residential one-to four-family
$
725
Residential real estate property
Home equity line of credit
32
Residential real estate property
Commercial real estate
1,590
Commercial real estate property
Total real estate
$
2,347
Commercial and industrial loans
$
41
Commercial business assets
Total commercial and industrial
$
41
At December 31, 2024
(In thousands)
Amortized cost
Collateral type
Real estate:
Residential one-to four-family
$
620
Residential real estate property
Home equity line of credit
32
Residential real estate property
Total real estate
$
652
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 with an amortized cost basis of $ 493,000 , representing 0.56 % of the total class of financing receivable. There were no loans modified to borrowers experiencing financial difficulty during the year ended December 31, 2025.
F-29
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty during the year ended December 31, 2024:
Term Extension
Mortgage loans on real estate:
Financial Effect
Commercial
Added a weighted-average 20 years to the life of loans, which reduced monthly payment amounts for the borrower.
Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
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 year and were current as of December 31, 2025.
Changes in the allowance for credit losses for the years ended December 31, 2025 and 2024 are as follows:
At December 31, 2025
Mortgage
Commercial
Loans
and
on Real
Industrial
Consumer
(In thousands)
Estate
Loans
Loans
Unallocated
Total
Allowance for credit losses:
Beginning balance
$
1,071
$
372
$
144
$
217
$
1,804
Charge-offs
—
( 679 )
( 39 )
—
( 718 )
Recoveries
—
2
6
—
8
Provision
98
760
77
( 114 )
821
Ending balance
$
1,169
$
455
$
188
$
103
$
1,915
At December 31, 2024
Mortgage
Commercial
Loans
and
on Real
Industrial
Consumer
(In thousands)
Estate
Loans
Loans
Unallocated
Total
Allowance for credit losses:
Beginning balance
$
1,218
$
325
$
93
$
409
$
2,045
Charge-offs
—
( 78 )
( 18 )
—
( 96 )
Recoveries
—
—
—
—
—
Provision
( 147 )
125
69
( 192 )
( 145 )
Ending balance
$
1,071
$
372
$
144
$
217
$
1,804
F-30
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
In the ordinary course of business, the Company makes loans to its directors and officers, including their families and companies in which certain directors are principal owners. All such loans were made on substantially the same terms including interest rates and collateral, as those prevailing at the same time for comparable transactions with unrelated persons. Loans to directors and officers are listed below and are included in loans on the statement of financial condition.
At December 31,
2025
2024
Balance, beginning of period
$
780
$
924
Proceeds
300
—
Payments
( 229 )
( 144 )
Balance, end of period
$
851
$
780
5. PREMISES AND EQUIPMENT
Premises and equipment at December 31, 2025 and 2024 are summarized as follows:
At December 31,
(In thousands)
2025
2024
Building and building improvements
$
9,976
$
7,125
Construction in progress
4,604
3,346
Furniture, fixtures and equipment
3,231
2,760
17,811
13,231
Accumulated depreciation
( 4,621 )
( 4,434 )
Total
$
13,190
$
8,797
Construction in progress is comprised of ongoing improvements to existing branches, construction of a new branch, and purchase of land for a branch. Depreciation expense for the years ended December 31, 2025, and 2024 was $ 404,000 and $ 375,000 , respectively. Construction commitments at December 31, 2025 and December 31, 2024, were $ 43,000 and $ 1.4 million, respectively.
6. DEPOSITS
Deposits, by deposit type, are summarized as follows:
At December 31,
(In thousands)
2025
2024
Demand deposits
$
32,221
$
30,639
NOW accounts
27,801
27,058
Regular savings and demand clubs
25,662
22,752
Money markets
86,420
62,767
Certificates of deposit and retirement accounts
62,322
67,355
$
234,426
$
210,571
F-31
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Scheduled maturities of certificates of deposit and retirement accounts are summarized as follows:
(In thousands)
At December 31, 2025
2026
$
47,194
2027
9,390
2028
4,018
2029
1,480
2030
240
Thereafter
—
$
62,322
The aggregate amount of time deposits in denominations of $250,000 or more were $ 38.1 million and $ 38.3 million including broker deposits of $ 16.7 million and $ 16.9 million at December 31, 2025 and 2024, respectively. Under the Dodd-Frank Act, deposit insurance per account owner is $250,000.
Interest expense on deposits for the years ended December 31, 2025 and 2024 are as follows:
Year Ended December 31,
(In thousands)
2025
2024
NOW accounts
$
25
$
24
Regular savings and demand clubs
110
20
Money markets
2,159
1,407
Certificates of deposit and retirement accounts
2,017
2,386
$
4,311
$
3,837
Related party deposits for the years ended December 31, 2025, and 2024 were $ 1.5 million and $ 1.3 million, respectively.
7. BORROWINGS
Advances from the Federal Home Loan Bank of New York (“FHLBNY”) reflect advances borrowed from the FHLBNY. The FHLBNY charges a substantial prepayment penalty for early payoff of an advance. The unamortized balances on advances at December 31, 2025 and 2024 are summarized as follows:
At December 31,
(In thousands)
2025
2024
Term Advances:
FHLB fixed-rate advances
$
34,567
$
39,253
Repurchase Advances:
FHLB fixed-rate repurchase advances
1,000
2,000
Total Advances
$
35,567
$
41,253
F-32
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The contractual maturities and weighted average rates of advances from FHLBNY at December 31, 2025 are as follows (dollars in thousands):
2026
$
10,814
2.03
%
2027
8,753
2.56
%
2028
13,000
4.42
%
2029
2,000
4.61
%
2030
1,000
4.33
%
$
35,567
3.24
%
The Company has access to FHLBNY advances, under which it can borrow at various terms and interest rates. At December 31, 2025, we had the ability to borrow approximately $ 86.1 million under our credit facilities with FHLBNY, of which $ 47.1 million was advanced. Residential and commercial mortgage loans of $ 69.5 million and $ 68.9 million at December 31, 2025 and 2024, respectively, and investment securities of $ 16.6 million and $ 12.5 million at December 31, 2025 and 2024, respectively, have been 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 has 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 December 31, 2025 and 2024. The New York State certificate was deposited after the Company opened its fourth location in Bridgeport, New York. The Company also has an $ 8.0 million dollar line of credit with two correspondent banks that is available on an unsecured basis and has no draws at December 31, 2025 and 2024.
8. INCOME TAXES
Income tax expense for the years ended December 31, 2025 and 2024 is summarized as follows (in thousands):
Year Ended December 31,
(In thousands)
2025
2024
Current:
Federal
$
21
$
6
State
14
4
35
10
Deferred:
Federal
( 26 )
94
State
—
—
( 26 )
94
Total provision for income taxes
$
9
$
104
The Company’s deferred federal and state income tax and related valuation accounts represents the estimated impact of temporary differences between how we recognize our assets and liabilities under GAAP and how such assets and liabilities are recognized under federal and state tax law. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse.
F-33
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The components of the net deferred tax liabilities, included in other liabilities at December 31, 2025 and 2024 in the consolidated statements of financial condition, are as follows:
At December 31,
(In thousands)
2025
2024
Deferred tax assets:
Allowance for credit losses
$
625
$
589
Net operating loss carryforward
937
813
Nonaccrual interest
13
4
Net unrealized loss on securities available-for-sale
721
862
Other
99
98
Total deferred tax assets
2,395
2,366
Deferred tax liabilities:
Net retirement plans
( 2,050 )
( 1,872 )
Depreciation
( 490 )
( 403 )
Deferred loan fees
( 328 )
( 394 )
Other
—
( 1 )
Total deferred tax liabilities
( 2,868 )
( 2,670 )
Valuation allowance
( 478 )
( 449 )
Net deferred tax liabilities
$
( 951 )
$
( 753 )
Items that give rise to differences between income tax expense included in the statements of income and taxes computed by applying the statutory federal tax at a rate of 21 % for the periods below included the following:
Year Ended December 31,
(Dollars in thousands)
2025
Computed at the statutory rate
$
38
21.0
%
Change in valuation allowance
29
15.9
%
State tax (net of federal benefit)
( 18 )
( 9.8 )
%
Nontaxable interest and dividend
( 34 )
( 18.6 )
%
Income from deferred compensation plan assets
( 22 )
( 12.1 )
%
Other items
16
8.5
%
Income tax provision
$
9
4.9
%
Year Ended December 31,
(Dollars in thousands)
2024
Computed at the statutory rate
$
171
21.0
%
Change in valuation allowance
107
13.0
%
State tax (net of federal benefit)
( 107 )
( 13.0 )
%
Nontaxable interest and dividend
( 31 )
( 3.8 )
%
Income from deferred compensation plan assets
( 3 )
( 0.4 )
%
Other items
( 33 )
( 4.1 )
%
Income tax provision
$
104
12.7
%
F-34
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Income taxes paid (net of refunds) for the periods below included the following:
Year Ended December 31,
(In thousands)
2025
2024
Federal
$
—
$
100
State
20
1
Total
$
20
$
101
Year Ended December 31,
(In thousands)
2025
2024
State:
New York
$
16
$
1
Pennsylvania (1)
4
—
$
20
$
1
(1) Jurisdiction below the threshold for the period presented
New York State (“NYS”) tax law changes were enacted in 2015 that resulted in the Company generating a significant deduction, ultimately putting the Company in a NYS net operating loss position for tax purposes that will persist for the foreseeable future. It is anticipated that the Company will continue to be subject to NYS tax based upon apportioned capital. Therefore, in 2015, the Company recorded a valuation allowance against its net New York deferred tax asset as of December 31, 2015 as it is unlikely this deferred tax asset will impact the Company’s New York tax liability in future years. The increase in valuation allowance at December 31, 2025 from December 31, 2024 was due to the increase in NYS deferred tax assets.
At December 31, 2025 and 2024, the Company had no unrecognized tax benefits recorded. The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months.
Under current income tax laws, the base-year reserves would be subject to recapture if the Company pays a cash dividend in excess of earnings and profits or liquidates. The Bank does not expect to take any actions in the foreseeable future that would require the recapture of any Federal reserves. As a result, a deferred tax liability has not been recognized with respect to the Federal base-year reserve of $ 2,188,157 at December 31, 2025 and 2024, because the Bank does not expect that this amount will become taxable in the foreseeable future. The unrecognized deferred tax liability with respect to the Federal base-year reserve was $ 459,513 at December 31, 2025 and 2024. It is more likely than not that this liability will never be incurred because, as noted above, the Bank does not expect to take any action in the future that would result in this liability being incurred.
F-35
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
9. COMPREHENSIVE LOSS
The balances and changes in the components of accumulated other comprehensive loss, net of tax, are as follows:
Year Ended December 31, 2025
Unrealized
Net
Losses on
Loss
Accumulated
Available-
on
Other
for-Sale
Pension
Comprehensive
(In thousands)
Securities
Plan
Loss
Beginning balance
$
( 3,243 )
$
( 1,241 )
$
( 4,484 )
Other comprehensive income
533
305
838
Ending balance
$
( 2,710 )
$
( 936 )
$
( 3,646 )
Year Ended December 31, 2024
Unrealized
Net
Losses on
Loss
Accumulated
Available-
on
Other
for-Sale
Pension
Comprehensive
(In thousands)
Securities
Plan
Loss
Beginning balance
$
( 3,316 )
$
( 1,638 )
$
( 4,954 )
Other comprehensive income
73
397
470
Ending balance
$
( 3,243 )
$
( 1,241 )
$
( 4,484 )
The amounts of income tax (expense) benefit allocated to each component of other comprehensive loss are as follows:
Year Ended December 31,
2025
2024
Before
Tax
Before
Tax
Tax
(Expense)
Tax
(Expense)
(In thousands)
Amount
Benefit
Net
Amount
Benefit
Net
Available-for-sale securities:
Unrealized holding gains arising during period
$
674
$
( 141 )
$
533
$
91
$
( 19 )
$
72
Reclassification adjustment for net losses included in net income
—
—
—
—
—
—
Net unrealized gains on available-for-sale securities
674
( 141 )
533
91
( 19 )
72
Defined Benefit Pension Plan:
Net gains arising during the period
386
( 81 )
305
503
( 105 )
398
Less reclassification of amortization of net losses recognized in net pension expense
—
—
—
—
—
—
Net changes in defined benefit pension plan
386
( 81 )
305
503
( 105 )
398
Other Comprehensive Income
$
1,060
$
( 222 )
$
838
$
594
$
( 124 )
$
470
F-36
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
No amounts were reclassified out of accumulated other comprehensive loss (AOCL) for the years ended December 31, 2025 and 2024.
10. EMPLOYEE BENEFIT PLANS
Supplemental Executive Retirement Plan (“SERP”)
Beginning in 2016, the Company instituted a SERP for its executive officers. All benefits provided under the SERP are unfunded and, as the executive officers retire, the Company will make a payment to the participant. At December 31, 2025 and 2024, the Company recorded $ 219,000 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 $ 25,000 and $ 24,000 , respectively, for the years ended December 31, 2025 and 2024.
Defined Benefit Plan
The Company provides pension benefits for eligible employees through a noncontributory defined benefit pension plan (the “Pension Plan”). Substantially all employees participate in the retirement plan on a noncontributing basis and are fully vested after five years of service.
On October 13, 2017, the Compensation Committee elected to soft-freeze the defined benefit pension plan effective January 1, 2018. All employees hired after that date will not be eligible to participate in the defined benefit pension plan; they will, however, be able to participate in a 401k 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 $ 82,000 and $ 51,000 , respectively for the years ended December 31, 2025 and 2024.
The mortality table used in 2025 and 2024 was RP-2014 (adjusted) with MP-2021 mortality improvements.
Information pertaining to the activity in the Pension Plan for the years ended December 31, 2025 and 2024 is as follows:
At December 31,
2025
2024
Change in benefit obligation:
Benefit obligation at beginning of year
$
8,641
$
8,815
Service cost
231
215
Interest cost
514
501
Actuarial loss (gain)
145
( 89 )
Benefits paid
( 1,276 )
( 801 )
Benefit obligation at end of year
8,255
8,641
Change in plan assets:
Fair value of plan assets at beginning of year
$
15,886
$
15,155
Actual return on plan assets
1,650
1,532
Benefits paid
( 1,276 )
( 801 )
Fair value of plan assets at end of year
16,260
15,886
Net amount recognized, funded status
$
8,005
$
7,245
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The accumulated benefit obligation was $ 8.3 million and $ 8.6 million at December 31, 2025 and 2024, respectively.
The assumptions used to determine the benefit obligation at December 31, 2025 and 2024 are as follows:
At December 31,
2025
2024
Discount rate
6.14
%
6.17
%
Rate of increase in compensation levels
3.00
%
3.00
%
The components of net periodic pension cost and amounts recognized in other comprehensive income for the years ended December 31, 2025 and 2024 are as follows:
Year Ended December 31,
(In thousands)
2025
2024
Net periodic expenses recognized in income:
Service cost
$
231
$
215
Interest cost
514
501
Expected return on assets
( 1,119 )
( 1,118 )
Net periodic pension benefit
( 374 )
( 402 )
Total recognized in other comprehensive income
( 386 )
( 503 )
Total recognized in net periodic pension cost and other comprehensive income
$
( 760 )
$
( 905 )
The assumptions used to determine net periodic pension cost for the years ended December 31, 2025 and 2024 are as follows:
At December 31,
2025
2024
Discount rate
6.17
%
5.84
%
Expected long-term rate of return on plan assets
7.00
%
7.00
%
Rate of increase in compensation levels
3.00
%
3.00
%
The long-term rate of return on assets assumption was set based on historical returns earned by the asset allocation of the investments currently used by the Pension Plan, which are expected to continue in the future.
Pension Plan assets are invested in diversified funds under the advice of Edgewater Advisors, Ltd. The investment funds include a series of mutual funds, each with its own investment objectives, investment strategies and risks.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The fair values of the Company’s Pension Plan assets by asset category are as follows (dollars in thousands):
At December 31, 2025
Asset Category
Total
Level 1
Level 2
Equities & Commodities:
(1)
Equity Income Separate Account-Z
$
834
$
—
$
834
(2)
LargeCap S&P 500 Index Separate Account-Z
3,245
—
3,245
(3)
Blue Chip Separate Account-Z
782
—
782
(4)
MidCap S&P 400 Index Separate Account-Z
1,961
—
1,961
(5)
SmallCap S&P 600 Index Separate Account-Z
1,643
—
1,643
(6)
Global Emerging Markets Separate Account-Z
814
—
814
(7)
Real Estate Securities Sep Acct-Z
478
—
478
Fixed Income:
(8)
LDI Short Duration Separate Account-Z
1,605
—
1,605
(9)
Core Fixed Income Separate Account-Z
1,602
—
1,602
(10)
Core Plus Bond Separate Account-Z
1,612
—
1,612
(11)
Inflation Protection Separate Account-Z 3-BlackRock
797
—
797
(12)
High Yield Separate Account-Z
810
—
810
(13)
Liquid Asset Separate Account-Z
77
—
77
Total Market Value
$
16,260
$
—
$
16,260
At December 31, 2024
Asset Category
Total
Level 1
Level 2
Equities & Commodities:
(1)
Equity Income Separate Account-Z
$
775
$
—
$
775
(2)
LargeCap S&P 500 Index Separate Account-Z
3,229
—
3,229
(3)
Blue Chip Separate Account-Z
816
—
816
(4)
MidCap S&P 400 Index Separate Account-Z
1,907
—
1,907
(5)
SmallCap S&P 600 Index Separate Account-Z
1,602
—
1,602
(6)
Global Emerging Markets Separate Account-Z
734
—
734
(7)
Real Estate Securities Sep Acct-Z
456
—
456
Fixed Income:
(8)
LDI Short Duration Separate Account-Z
1,603
—
1,603
(9)
Core Fixed Income Separate Account-Z
1,564
—
1,564
(10)
Core Plus Bond Separate Account-Z
1,571
—
1,571
(11)
Inflation Protection Separate Account-Z 3-BlackRock
777
—
777
(12)
High Yield Separate Account-Z
798
—
798
(13)
Liquid Asset Separate Account-Z
54
54
Total Market Value
$
15,886
$
—
$
15,886
Level 1 — Quoted Prices in Active Markets for Identical Assets
Level 2 — Significant Observable Inputs
Level 3 — Significant Unobservable Inputs
There were no Level 3 plan assets as of December 31, 2025 and 2024.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Fund Descriptions:
(1) Equity Income Separate Account-Z: The investment seeks to provide current income and long-term growth of income and capital. Under normal circumstances, the fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in dividend-paying equity securities at the time of purchase. It usually invests in equity securities of companies with large and medium market capitalizations. The fund invests in value equity securities, an investment strategy that emphasizes buying equity securities that appear to be undervalued.
(2) Large Cap S&P 500 Index Separate Account-Z: The investment option normally invests the majority of assets in common stocks of companies that compose the S&P 500 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 500 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 500 Index.
(3) Blue Chip Separate Account-Z: The investment seeks long-term growth of capital. The fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of companies with large market capitalizations at the time of purchase that, in the fund’s investment advisor’s opinion, display characteristics of a “blue chip” company. The advisor tends to focus on securities of companies that show potential for growth of capital as well as an expectation for above average earnings. The fund invests in securities of foreign companies, as well as companies with medium market capitalizations.
(4) Mid Cap S&P 400 Index Separate Account-Z: The investment option normally invests the majority of assets in common stocks of companies that compose the S&P MidCap 400 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P MidCap 400 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P MidCap 400 Index.
(5) Small Cap S&P 600 Index Separate Account-Z: The investment seeks long-term growth of capital and normally invests the majority of assets in common stocks of companies that compose the S&P SmallCap 600 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 600 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 600 Index.
(6) Global Emerging Markets Separate Act-Z: The investment option normally invests the majority of assets in equities of companies in emerging market countries. It invests in securities of companies with their principal place of business or principal office in emerging market countries; companies for which the principal securities trade in an emerging market; or companies, regardless of where their securities are traded, that derive 50% of their total revenue from either goods or services produced in emerging market countries. The fund may invest in securities of companies with small to medium market capitalizations.
(7) Real Estate Securities Sep Acct-Z: The investment seeks to generate a total return. Under normal circumstances, the fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of companies principally engaged in the real estate industry at the time of purchase. It invests in equity securities regardless of market capitalization (small, medium or large). The fund concentrates its investments (invest more than 25% of its net assets) in securities in the real estate industry. It is non-diversified.
(8) LDI Short Duration Separate Account-Z: The investment seeks to maximize total returns from the universe of debt securities in which the Portfolio invests. As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in fixed income securities considered to be investment grade quality. In addition, the Portfolio is authorized to invest more than 25% of its total assets in U.S. Treasury bonds, bills and notes, and obligations of federal agencies and instrumentalities.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(9) Core Fixed Income Separate Account-Z: The investment seeks to provide a high level of current income consistent with preservation of capital. The fund invests primarily in a diversified pool of investment grade fixed-income securities, including corporate securities, U.S. government securities, asset-backed securities and mortgage-backed securities. It maintains an average portfolio duration that is within from 75% to 125% of the duration of the Bloomberg Barclays US Aggregate Bond Index.
(10) Core Plus Bond Separate Account-Z: The investment option invests primarily in intermediate-term, fixed-income investments such as public and private corporate bonds, commercial and residential mortgages, asset-backed securities, and US government and agency-backed securities. Value is added primarily through sector allocation and security selection. The Separate Account may enter into reverse repurchase agreements to attempt to enhance portfolio return and income.
(11) Inflation Protection Separate Account-Z 3-BlackRock: The investment seeks to provide current income and real (after inflation) total returns. The fund invests primarily in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities, and U.S. and non-U.S. corporations. It normally maintains an average portfolio duration that is within from 80% to 120% of the duration of the Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index. The fund is not managed to a particular maturity.
(12) High Yield Sep Acct Z: The investment seeks to provide a high level of current income. The fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in below investment grade bonds and bank loans (sometimes called “high yield” or “junk”) which are rated, at the time of purchase, Ba1 or lower by Moody’s and BB+ or lower by S&P Global. It also invests in investment grade bank loans (also known as senior floating rate interests) and securities of foreign issuers, including those located in developing or emerging markets.
(13) Liquid Assets Separate Account-Z: The investment seeks as high a level of current income as is considered consistent with preservation of principal and maintenance of liquidity. It invests in a portfolio of high quality, short-term instruments. The investments are U.S. dollar denominated securities which the sub-advisor believes present minimal credit risks. The sub-advisor maintains a dollar weighted average portfolio maturity of 60 days or less.
The fair values of mutual funds are based upon quoted prices of each fund’s underlying securities. The Company was not required to make any contributions to its defined benefit pension plan in 2025 and 2024.
Estimated future benefit payments, which reflect expected future service, as appropriate, are as follows (dollars in thousands):
Estimated pension payments:
2026
$
574
2027
$
577
2028
$
563
2029
$
555
2030
$
687
2031-2035
$
3,338
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
EMPLOYEE STOCK OWNERSHIP PLAN (“ESOP”)
Effective upon the completion of the Company’s initial public stock offering in October 2017, the Bank established an Employee Stock Ownership Plan (“ESOP”) for all eligible employees. The ESOP used $ 775,740 in proceeds from a term loan obtained from the Company to purchase 77,574 original shares of common stock on the open market at an average price of $ 10.00 per share. Also, as part of the recent Conversion, the Company sold 83,588 shares of its common stock to the ESOP at a price of $ 10.00 per share. The outstanding balance of the October 2017 ESOP loan ($ 687,687 and the new ESOP loan $ 835,880 ) were combined as of the date of the recent Conversion. The new ESOP loan will be repaid principally from the Bank’s contribution to the ESOP in annual payments through 2049 at a fixed interest rate of 7.25 %. Shares are released to participants on a straight-line basis over the loan term and allocated based on participant compensation. The Bank recognizes compensation benefit expense as shares are committed for release at their current market price. The difference between the market price and the cost of shares committed to be released is recorded as an adjustment to additional paid-in capital. Dividends on allocated shares, if applicable, are recorded as a reduction of retained earnings and dividends on unallocated shares are recorded as a reduction of debt. The Company recognized approximately $ 84,000 and $ 24,000 of compensation expense related to this plan for the year ended December 31, 2025 and December 31, 2024 respectively.
At December 31, 2025, there were 135,698 shares not yet released having an aggregate market value of approximately $ 1.4 million. 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.
STOCK-BASED COMPENSATION
In August 2019, the Board of Directors of the Company approved the grant of stock option awards to its Directors and Executive Officers under the 2019 Equity Plan that had 96,967 original shares authorized for option awards. A total of 47,500 original stock option awards were granted to five Directors and nine Officers of the Company at an exercise price of $ 9.20 per share. The awards vest ratably over five years ( 20 % per year for each year of the participant’s service with the Company) and will expire ten years from the date of the grant, or September 2029. The fair value of each option grant was established at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model used the following weighted average assumptions: risk-free interest rate of 1.5 %; volatility factors of the expected market price of the Company’s common stock of 21.23 %; weighted average expected lives of the options of 7.5 years. Based upon these assumptions, the weighted average fair value of options granted was $ 2.52 .
In May 2020, the Board of Directors of the Company approved the grant of stock option awards to Executive Officers under the 2019 Stock Option Plan. A total of 5,000 original stock option awards were granted to five officers of the Company at an exercise price of $ 6.52 . The awards vest ratably over five years ( 20 % per year for each year of the participant’s service with the Company) and will expire ten years from the date of the grant, or June 2030. The fair value of each option grant was established at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model used the following weighted average assumptions for the options granted in May of 2020: risk-free interest rate of 0.49 %; volatility factors of the expected market price of the Company’s common stock of 34.21 %; weighted average expected lives of the options of 6.5 years. Based upon these assumptions, the weighted average fair value of options granted was $ 2.27 .
F-42
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
In June 2021, the Board of Directors of the Company approved the grant of stock option awards to Executive Officers and Directors under the 2019 Stock Option Plan. A total of 15,900 original stock option awards were granted to directors and executive officers of the Company at an exercise price of $ 9.75 . The awards vest ratably over five years ( 20 % per year for each year of the participant’s service with the Company) and will expire ten years from the date of the grant, or July 2031. The fair value of each option grant was established at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model used the following weighted average assumptions for the options granted in June of 2021: risk-free interest rate of 1.14 %; volatility factors of the expected market price of the Company’s common stock of 29.06 %; weighted average expected lives of the options of 6.5 years. Based upon these assumptions, the weighted average fair value of options granted was $ 3.08 .
In May 2022, the Board of Directors of the Company approved the grant of stock option awards to Executive Officers and Directors under the 2019 Stock Option Plan. A total of 4,800 original stock option awards were granted to directors and executive officers of the Company at an exercise price of $ 11.25 . The awards vest ratably over five years ( 20 % per year for each year of the participant’s service with the Company) and will expire ten years from the date of the grant, or June 2032. The fair value of each option grant was established at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model used the following weighted average assumptions for the options granted in May of 2022: risk-free interest rate of 2.99 %; volatility factors of the expected market price of the Company’s common stock of 28.68 %; weighted average expected lives of the options of 6.5 years. Based upon these assumptions, the weighted average fair value of options granted was $ 4.02 .
In May 2023, the Board of Directors of the Company approved the grant of stock option awards to Executive Officers and Directors under the 2019 Stock Option Plan. A total of 2,000 original stock option awards were granted to Directors and Executive Officers of the Company at an exercise price of $ 8.83 . The awards vest ratably over five years ( 20 % per year for each year of the participant’s service with the Company) and will expire ten years from the date of the grant, or June 2033. The fair value of each option grant was established at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model used the following weighted average assumptions for the options granted in May of 2023: risk-free interest rate of 3.53 %; volatility factors of the expected market price of the Company’s common stock of 29.22 %; weighted average expected lives of the options of 6.5 years. Based upon these assumptions, the weighted average fair value of options granted was $ 2.93 .
In November 2025, the Board of Directors of the Company approved the grant of stock option awards to Directors under the 2019 Stock Option Plan. A total of 5,600 stock option awards were granted to Directors at an exercise price of $ 9.78 . Of the total awards, 800 stock option awards vest ratably over three years ( 33 % per year for each year of the participant’s service with the Company) and 4,800 stock option awards vest ratably over five years ( 20 % per year for each year of the participant’s service with the Company), however, all 5,600 stock option awards will expire ten years from the date of the grant, or November 2035. The fair value of each option grant was established at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model used the following weighted average assumptions for the options granted in November of 2025: risk-free interest rate of 3.82 %; volatility factors of the expected market price of the Company’s common stock of 26.84 %; weighted average expected lives of the options of 6.5 years. Based upon these assumptions, the weighted average fair value of options granted was $ 2.80 .
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
A summary of the Company’s option activity and related information for its equity incentive plan for the years ended December 31, 2025 and 2024 is as follows (prior period reflects conversion ratio):
Year Ended December 31,
2025
2024
Weighted
Weighted
Average
Average
Exercise
Exercise
Price Per
Price Per
Options
Share
Options
Share
Outstanding at the beginning of the period
59,034
$
9.27
60,990
$
9.27
Grants
5,600
9.78
—
—
Exercised
—
—
—
—
Forfeitures
( 3,448 )
$
( 9.21 )
( 1,956 )
( 9.20 )
Outstanding at period end
61,186
$
9.32
59,034
$
9.27
Vested at end of year
50,415
$
9.18
49,040
$
9.17
Exercisable
50,415
$
9.18
49,040
$
9.17
The intrinsic value of options outstanding at December 31, 2025 and 2024 is $ 75,543 and $ 4,745 , respectively.
The grants to Senior Management and Directors generally 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 2030.
The Company recorded compensation expense in the amount of $ 15,000 for the year ended December 31, 2025 and approximately $ 27,000 for the year ended December 31, 2024. The Company has $ 26,000 of compensation expense remaining to be recognized at December 31, 2025.
Compensation costs related to share-based payments transactions are recognized based on the grant-date fair value of the stock-based compensation issued. Compensation costs are recognized over the period that an employee provides service in exchange for the award. Compensation costs related to the employee stock ownership plan are dependent upon the average stock price and the shares committed to be released to the plan participants through the period in which income is reported.
In both May 2023 and 2022, the Company awarded 12,000 original shares of restricted stock to senior management. 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. In November 2025, the Company awarded 10,000 shares of restricted stock to senior management. Of the total restricted shares granted, 5,000 shares will become 100 % vested on the first anniversary of the grant date and the remaining 5,000 shares will vest 50 % per year until 100 % vested on the specified vesting date of the second year after the restricted stock was granted. The Company recorded compensation expense in the amount of $ 46,000 for the year ended December 31, 2025 and $ 46,000 for the year ended December 31, 2024. The Company has $ 178,000 of compensation expenses remaining to be recognized at December, 31, 2025.
The Company had 4,648 shares of restricted stock vest during the year ended December 31, 2025. There were no shares of restricted stock forfeited during the year ended December 31, 2025.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
11. FAIR VALUE MEASUREMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Management uses its best judgment in estimating the fair value of the Company’s assets and liabilities; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all assets and liabilities, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of assets and liabilities subsequent to the respective reporting dates may be different than the amounts reported at each year-end.
Accounting guidance establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted 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.
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).
An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
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:
During the period, the Company transferred an investment security from Level 2 to Level 3 as a result of the lack of observable market inputs, which required the use of significant unobservable inputs to determine fair value. There were no securities transferred out of Level 2 securities available-for-sale during the twelve months ended December 31, 2024.
(In thousands)
Total
Level 1
Level 2
Level 3
Available-for-sale Securities:
December 31, 2025:
U.S. Treasury securities
$
14,795
$
—
$
14,795
$
—
U.S. Government Agency securities
900
—
900
—
Municipal securities
13,527
—
13,379
148
Mortgage-backed securities and collateralized mortgage obligations
10,915
—
10,915
—
Corporate securities
8,498
—
8,498
—
$
48,635
$
—
$
48,487
$
148
December 31, 2024:
U.S. Treasury securities
$
15,811
$
—
$
15,811
$
—
U.S. Government Agency securities
838
—
838
—
Municipal securities
14,281
—
14,281
—
Mortgage-backed securities and collateralized mortgage obligations
5,755
—
5,755
—
Corporate securities
9,799
—
9,799
—
$
46,484
$
—
$
46,484
$
—
The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31:
Municipal Securities
(In thousands)
2025
Balance of recurring Level 3 assets at January 1
$
—
Transfers into Level 3
148
Balance of recurring Level 3 assets at December 31
$
148
Fair values are calculated using discounted cash flows. The valuation model utilizes the estimated future cash flows from the underlying creditor discounted using the original bond interest rate.
Required disclosures include fair value information about financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate, and estimates of future cash flows. In that regard, the fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Certain financial instruments and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
F-46
Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
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 December 31, 2025 and 2024.
Cash and cash equivalents
The carrying amounts of these assets approximate their fair values.
Securities Available-For-Sale
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.
Investment in FHLBNY Stock
The carrying value of FHLBNY stock approximates its fair value based on the redemption provisions of the FHLBNY stock, resulting in a Level 2 classification.
Investment in Federal Reserve Stock
The carrying value of Federal Reserve Bank stock approximates its fair value based on the redemption provisions of the Federal Reserve Bank stock, resulting in a Level 2 classification.
Loans, Net
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. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.
Accrued Interest Receivable and Payable and Advances from Borrowers for Taxes and Insurance
The carrying amount approximates fair value.
Deposits
The fair values disclosed for demand deposits (e.g., NOW accounts, non-interest checking, regular savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts), resulting in a Level 1 classification. The carrying amounts for variable-rate certificates of deposit approximate their fair values at the reporting date, resulting in a Level 1 classification. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits, resulting in a Level 2 classification.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Advances and borrowings from FHLB
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 December 31, 2025 and 2024 are as follows:
Carrying
Fair
(In thousands)
Amount
Level 1
Level 2
Level 3
Value
December 31, 2025:
Financial assets:
Cash and cash equivalents
$
5,328
$
5,328
$
—
$
—
$
5,328
Securities available-for-sale, net of allowance for credit losses of $ 518
48,635
—
48,487
148
48,635
Federal Home Loan Bank of New York stock, at cost
3,272
—
3,272
—
3,272
Federal Reserve Bank stock, at cost
131
—
131
—
131
Loans, net of allowance for credit losses of $ 1,915
226,030
—
—
213,685
213,685
Accrued interest receivable
1,479
1,479
—
—
1,479
Financial liabilities:
Deposits
234,426
85,684
140,079
—
225,763
Federal Home Loan Bank advances
35,567
—
36,987
—
36,987
Accrued interest payable
120
120
—
—
120
Advances from borrowers for taxes and insurance
2,389
2,389
—
—
2,389
December 31, 2024:
Financial assets:
Cash and cash equivalents
$
6,788
$
6,788
$
—
$
—
$
6,788
Securities available-for-sale, net of allowance for credit losses of $ 498
46,484
—
46,484
—
46,484
Federal Home Loan Bank of New York stock, at cost
3,361
—
3,361
—
3,361
Loans, net of allowance for credit losses of $ 1,804
202,429
—
—
189,034
189,034
Accrued interest receivable
1,247
1,247
—
—
1,247
Financial liabilities:
Deposits
210,571
80,449
122,793
—
203,242
Federal Home Loan Bank advances
41,253
—
41,920
41,920
Accrued interest payable
146
146
—
—
146
Advances from borrowers for taxes and insurance
2,349
2,349
—
—
2,349
Assets Measured at Fair Value on a Nonrecurring Basis
In addition to disclosure of the fair value of assets on a recurring basis, ASC Topic 820 requires disclosures for assets and liabilities measured at fair value on a nonrecurring basis, such as impaired assets and foreclosed real estate. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of these loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans calculated as required by ASC Topic 310, “Receivables — Loan Impairment ” when establishing the allowance for credit losses. Impaired loans are those in which the Company has measured impairment generally based on the fair value of the loan’s collateral less estimated selling costs.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Fair value of real estate collateral is generally determined based upon independent third-party appraisals of the properties, which consider sales prices of similar properties in the proximate vicinity or by discounting expected cash flows from the properties by an appropriate risk adjusted discount rate. Management may adjust the appraised values as deemed appropriate. Fair values of collateral other than real estate is based on an estimate of the liquidation proceeds. Impaired loans and foreclosed real estate are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the asset balances net of a valuation allowance.
Assets taken in foreclosure of defaulted loans generally measured at the lower cost or fair value less costs to sell. 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 December 31, 2025 and 2024 were as follows:
(In thousands)
Total
Level 1
Level 2
Level 3
December 31, 2025:
Collateral-dependent loans
$
2,259
$
—
$
—
$
2,259
$
2,259
$
—
$
—
$
2,259
December 31, 2024:
Collateral-dependent loans
$
652
$
—
$
—
$
652
$
652
$
—
$
—
$
652
The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs were used to determine fair value:
Quantitative Information about Level 3 Fair Value Measurements
Adjustment
Valuation
Unobservable
(Weighted-
Techniques
Input
Range
average)
Collateral-dependent loans
Lower of appraisal
Appraisal
10 %- 55 %
( 26 %) 2025
of collateral or
adjustments
10 %
( 10 %) 2024
asking priceless
selling costs
Selling costs
7 %- 14 %
( 10 %) 2025
8 %- 13 %
( 10 %) 2024
At December 31, 2025 and 2024, the fair value consists of loan balances of $ 2,388,000 and $ 652,000 , respectively, net of a valuation allowance of $ 135,000 and $ 0 , respectively.
12. COMMITMENTS AND CONTINGENCIES
The Company is at times, and in the ordinary course of business, subject to legal actions. Management believes that losses, if any, resulting from current legal actions will not have a material adverse effect on the Company’s consolidated financial condition or results of operations.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and involve, to varying degrees, elements of credit, market, and interest rate risk more than the amounts recognized in the consolidated statements of financial condition.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.
As of the dates indicated, the following financial instruments were outstanding whose contract amounts represent credit risk:
At December 31,
(In thousands)
2025
2024
Commitments to Grant Loans
$
1,298
$
787
Performance Standby Letters of Credit
$
96
$
127
Unfunded Commitments Under Lines of Credit
$
27,858
$
27,067
Commitments to extend credit are agreements to lend to a customer if there is no violation of any conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company, is based on management’s credit evaluation of the customer.
Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. 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 December 31, 2025 and 2024.
13. REGULATORY CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators, which if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.
The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Bank on January 1, 2015 with full compliance with all the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019.
The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios set forth in the table below of total, Tier 1, and Tier 1 common equity capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Management believes, As of December 31, 2025 and 2024, that the Bank met all capital adequacy requirements to which it is subject.
The Basel III rules 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 I capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement is 2.5% of risk-weighted assets.
As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies were required to develop a “Community Bank Leverage Ratio” (the ratio of a Bank’s Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. A financial institution can elect to be subject to this new definition. The federal banking agencies set the minimum capital for the Community Bank Leverage Ratio at 9.00%. The Bank elected to adopt the Community Bank Leverage Ratio as of June 30, 2020.
As of December 31, 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. 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 December 31, 2025 and 2024, are as follows:
To be Well
Capitalized
Under Prompt and
Minimum Capital
Capital Adequacy
Corrective Action
Adequacy with
Actual
Purposes
Provisions
Buffer
(In thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
As of December 31, 2025
Tier 1 capital to assets
$
30,487
9.68
%
$
25,208
8.00
%
$
28,359
9.00
%
N/A
N/A
As of December 31, 2024:
Tier 1 capital to assets
$
26,556
9.73
%
$
21,823
8.00
%
$
24,551
9.00
%
N/A
N/A
14. EARNINGS PER SHARE COMMON
Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Net income available to common stockholders is net income to the Company. During the year ended December 31, 2025, the Company had 7,875 potentially dilutive common stock equivalents. During the year ended December 31, 2024, the Company had 1,590 potentially dilutive common stock equivalents. Unallocated common shares held by the ESOP as well as shares of unvested restricted stock 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. Anti-dilutive shares are not included in the weighted-average number of common shares outstanding for purposes of calculating earnings per common shares until they become dilutive.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The following table sets forth the calculation of basic and diluted earnings per share:
Year ended December 31,
(Dollars in thousands, except per share data)
2025
2024
Basic earnings per common share:
Net income available to common stockholders
$
172
$
712
Weighted average common shares outstanding basic
1,740,861
1,703,153
Weighted average common shares outstanding dilutive
1,748,735
1,704,743
Earnings per share basic
$
0.10
$
0.42
Earnings per share dilutive
$
0.10
$
0.42
15. NON-INTEREST INCOME
The Company has included the following table regarding the Company’s non-interest income for the periods presented:
Year ended December 31,
(In thousands)
2025
2024
Service fees
Deposit related fees
$
41
$
38
Loan servicing income
93
85
Total service fees
134
123
Income from financial services
Securities commission income
959
880
Insurance commission income
10
13
Total insurance and securities commission income
969
893
Card income
Debit card interchange fee income
328
307
ATM fees
33
31
Insufficient fund fees
313
286
Total card and insufficient funds income
674
624
Realized gain on sales of residential mortgage loans
136
87
Deferred compensation plan assets
116
26
Other miscellaneous income
180
113
Total non-interest income
$
2,209
$
1,866
The following is a discussion of key revenues within the scope of the new revenue guidance:
● Service fees — Revenue from fees on deposit accounts is earned at the time that the charge is assessed to the customer’s account. Fee waivers are discretionary and usually reversed within the same reporting period as assessed.
● Income from financial services — Income from financial services is earned through commissions and is satisfied over the time which the fee has been assessed.
● Card income and insufficient funds fees — Card income consists of interchange fees from consumer debit card networks and other card related services. Interchange rates are set by the card networks. Interchange fees are based on purchase volumes and other factors and are recognized as transactions occur. Insufficient funds fees are satisfied at the time the charge is assessed to the customer’s account.
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Table of Contents
SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
16. PARENT COMPANY ONLY FINANCIAL INFORMATION
The following condensed financial statements summarize the financial position and results of operations and cash flows of the parent savings and loan holding company, Seneca Financial Corp., as of December 31, 2025 and 2024 and for the years then ended:
Parent Only Condensed Balance Sheets
At December 31,
(In thousands)
2025
2024
Assets
Cash in bank subsidiary
$
3,268
$
79
Investments in subsidiaries, at underlying equity
27,681
23,068
Loan receivable - ESOP
1,420
666
Other assets
754
45
Total assets
$
33,123
$
23,858
Liabilities and Stockholders' Equity
Liabilities:
Other liabilities
$
372
$
—
Total liabilities
372
—
Stockholders' equity:
Total stockholders' equity
32,751
23,858
Total liabilities and stockholders' equity
$
33,123
$
23,858
Parent Only Condensed Statements of Income
Year Ended December 31,
(In thousands)
2025
2024
Interest income:
Income on ESOP loan
$
23
$
28
Total interest income
23
28
Non-interest expenses:
Professional fees
268
152
Other non-interest expense
119
75
Total non-interest expense
387
227
Loss before taxes and equity in undistributed net income of bank subsidiary
( 364 )
( 199 )
Income tax benefit
—
42
Loss before equity in undistributed net income of bank subsidiary
( 364 )
( 157 )
Equity in undistributed net income of bank subsidiary
536
869
Net income
$
172
$
712
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Parent Only Statement of Cash Flows
Year Ended December 31,
(In thousands)
2025
2024
Cash flows from operating activities:
Net income
$
172
$
712
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed income of Bank
( 536 )
( 869 )
Net change in other assets
( 87 )
( 43 )
Net change in other liabilities
372
—
Stock-based compensation expense
61
75
Net used in operating activities
( 18 )
( 125 )
Cash flows from investing activities:
Payments received on ESOP loan
82
18
Net cash used in investing activities
82
18
Cash flows from financing activities:
Net cash proceeds from stock offering and conversion
8,565
—
Purchase of common stock for ESOP
( 836 )
—
Distribution to bank subsidiary
( 4,613 )
—
Issuance and exchange of common stock
9
—
Repurchase of shares into treasury stock
—
( 70 )
Net cash provided by financing activities
3,125
( 70 )
Net change in cash and cash equivalents
3,189
( 177 )
Cash and cash equivalents -beginning of year
79
256
Cash and cash equivalents - end of year
$
3,268
$
79
17. SEGMENT INFORMATION
The Company has two primary business segments, its community banking segment, and its wealth management segment.
The community banking segment provides financial services to consumers and businesses principally in the Greater Syracuse Area and Onondaga County of New York State. These services include providing various types of loans to customers, accepting deposits, mortgage banking, and other traditional banking services. Parent company income is included in the community-banking segment, as the majority of effort for these functions is related to this segment. Major revenue sources include net interest income and service fees on deposit accounts. Expenses include personnel and branch-network support charges. The wealth management agency segment offers individual investment management for individuals in the Greater Syracuse Area. The primary revenue source is commissions from 401(k) management and brokered accounts.
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
The Company’s Chief Financial Officer is the chief operating decision maker (“CODM”). The CODM evaluates the financial performance of the Company’s components such as evaluating revenue streams, significant expenses, and budget to actual results in assessing the performance of the Company’s segments in the determination of allocating resources. Financial information regarding each significant segment expense outlined below is regularly provided (at least monthly) to the CODM. For the community banking segment, interest expense is a significant segment expense. Additionally, for each of the two reportable segments, compensation and employee benefits are significant segment expenses. The accounting policies of the segments are substantially similar to those described in Note 2.
Information about the segments is presented in the following tables as of and for the years ended:
At December 31,
(In thousands)
2025
2024
Total assets for Seneca Savings
$
312,487
$
280,030
Total assets for Financial Quest
1,236
1,183
Elimination of intercompany receivables
( 1,609 )
( 274 )
Total consolidated assets
$
312,114
$
280,939
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SENECA BANCORP, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
Year Ended December 31,
(In thousands)
2025
2024
Seneca Savings
Financial Quest
Total
Seneca Savings
Financial Quest
Total
INTEREST INCOME
Total interest income
$
14,627
$
—
$
14,627
$
13,364
$
—
$
13,364
INTEREST EXPENSE
Total interest expense
5,731
—
5,731
5,230
—
5,230
Net interest income
8,896
—
8,896
8,134
—
8,134
Provision for credit losses available-for-sale securities
20
—
20
451
—
451
Provision for credit losses loans receivable
821
—
821
( 145 )
—
( 145 )
Net interest income after provision for credit losses
8,055
—
8,055
7,828
—
7,828
NONINTEREST INCOME
Service fees
134
—
134
123
—
123
Income from financial services
—
969
969
—
893
893
Fee income
822
32
854
699
32
731
Gain on sale of fixed assets
—
—
—
6
—
6
Earnings on deferred compensation plan assets
116
—
116
26
—
26
Net gains on sale of residential mortgage loans
136
—
136
87
—
87
Total noninterest income
1,208
1,001
2,209
941
925
1,866
NONINTEREST EXPENSE
Compensation and employee benefits
4,934
474
5,408
4,476
427
4,903
Core processing
1,596
—
1,596
1,446
—
1,446
Premises and equipment
900
24
924
742
24
766
Professional fees
386
40
426
232
—
232
Postage & office supplies
108
—
108
181
—
181
FDIC premiums
147
—
147
118
—
118
Advertising
299
8
307
344
7
351
Director fees
163
1
164
156
—
156
Intangible asset amortization
156
—
156
156
—
156
Other
637
210
847
363
206
569
Total noninterest expense
9,326
757
10,083
8,214
664
8,878
Income before provision for income taxes
( 63 )
244
181
555
261
816
PROVISION FOR INCOME TAXES
9
—
9
104
—
104
Net income
$
( 72 )
$
244
$
172
$
451
$
261
$
712
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.