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DIME COMMERCIAL BANCSHARES, INC._September 30, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34096

DIME COMMERCIAL BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

N/A

(Former name or former address, if changed since last report)


New York		11-2934195
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

898 Veterans Memorial Highway, Suite 560, Hauppauge, NY		11788
(Address of principal executive offices)		(Zip Code)

(631) 537-1000

(Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	DCOM	The New York Stock Exchange
Preferred Stock, Series A, $0.01 Par Value	DCOM PR	The New York Stock Exchange
9.000% Subordinated Notes, $25.00 Par Value	DCBG	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all the reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☒	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller Reporting Company ☐
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Classes of Common Stock		Number of shares outstanding at October 23, 2026
$0.01 Par Value		43,729,549

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September 30, 2026
PART I – FINANCIAL INFORMATION		Page
Item 1.	Unaudited Condensed Consolidated Financial Statements
	Consolidated Statements of Financial Condition at September 30, 2026 and December 31, 2025	5
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025	6
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025	7
	Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2026 and 2025	8
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025	10
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	63

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	64
Item 1A.	Risk Factors	64
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	66
	Signatures	67

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by use of words such as “annualized,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar terms and phrases, including references to assumptions. Examples of forward-looking statements include, but are not limited to, the proposed use of proceeds from any offering, possible or assumed estimates with respect to the financial condition, asset quality, expected or anticipated revenue, and results of operations and our business, including earnings growth; revenue growth in retail banking, lending and other areas; origination volume in the consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title insurance subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies.

Forward-looking statements are based upon various assumptions and analyses made by Dime Commercial Bancshares, Inc. (together with its direct and indirect subsidiaries, the “Company”), in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond the Company’s control) that could cause actual conditions or results to differ materially from those expressed or implied by such forward-looking statements. Such factors include, without limitation, the following:

●

increases in competitive pressure among financial institutions or from non-financial institutions;

●

inflation and fluctuation in market interest rates, which may affect demand for our products, interest margins and the fair value of financial instruments;

●

our net interest margin is subject to material short-term fluctuation based upon market rates;

●

changes in deposit flows or composition, loan demand or real estate values;

●

changes in the quality and composition of our loan or investment portfolios or unanticipated or significant increases in loan losses;

●

changes in accounting principles, policies or guidelines;

●

changes in corporate and/or individual income tax laws or policies;

●

general socio-economic conditions, including conditions caused by public health emergencies, international conflict, inflation and recessionary pressures, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry;

●

legislative, regulatory or policy changes, including any changes in the monetary policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System;

●

the imposition of tariffs and the responses of third parties thereto, which may increase inflationary pressures;

●

changes in distribution of federal funds or freezing of federal funding or grants, which could have an adverse effect on the ability of consumers and businesses to pay debts or affect the demand for loans and deposits;

●

our ability to effectively adapt to, or implement, technological changes;

●

political and regulatory conditions that contribute to market volatility and uncertainty;

●

breaches or failures of the Company’s information technology security systems;

●

our ability to successfully effect strategic plans;

●

the success of new business initiatives or the integration of any acquired entities;

●

difficulties or unanticipated expenses incurred in the consummation of new business initiatives or the integration of any acquired entities;

●

litigation or matters before regulatory agencies;

●

the risks referred to in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; and/or

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●

other unexpected material adverse changes in our financial condition, operations or earnings.

Accordingly, you should not place undue reliance on forward-looking statements. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

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Item 1. Condensed Consolidated Financial Statements

DIME COMMERCIAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

(Dollars in thousands except share amounts)


		September 30,			December 31,
		2026			2025
Assets:
Cash and due from banks		$	2,184,800		$	2,353,966
Securities available-for-sale, at fair value			897,276			797,935
Securities held-to-maturity			701,601			618,901
Loans held for sale			2,413			1,989
Loans held for investment, net of fees and costs			10,918,155			10,758,208
Allowance for credit losses			(108,548)			(97,372)
Total loans held for investment, net			10,809,607			10,660,836
Premises and fixed assets, net			28,711			31,255
Restricted stock			59,046			67,197
Bank Owned Life Insurance ("BOLI")			422,101			401,163
Goodwill			155,797			155,797
Other intangible assets			2,339			2,938
Operating lease assets			44,114			42,876
Derivative assets			99,951			76,315
Accrued interest receivable			57,694			55,572
Other assets			81,419			74,891
Total assets		$	15,546,869		$	15,341,631

Liabilities:
Interest-bearing deposits		$	8,898,693		$	8,879,114
Non-interest-bearing deposits			4,158,300			3,915,081
Deposits (excluding mortgage escrow deposits)			13,056,993			12,794,195
Non-interest-bearing mortgage escrow deposits			81,429			47,051
Interest-bearing mortgage escrow deposits			—			—
Total mortgage escrow deposits			81,429			47,051
Total deposits (including mortgage escrow deposits)			13,138,422			12,841,246
Federal Home Loan Bank of New York ("FHLBNY") advances			335,000			508,000
Subordinated debt, net			231,313			272,503
Derivative cash collateral			100,550			52,400
Operating lease liabilities			46,834			45,729
Derivative liabilities			99,394			73,573
Other liabilities			72,598			72,411
Total liabilities			14,024,111			13,865,862

Commitments and contingencies

Stockholders' equity:
Preferred stock, Series A ($0.01 par, $25.00 liquidation value, 10,000,000 shares authorized and 5,299,200 shares issued and outstanding at September 30, 2026 and December 31, 2025)			116,569			116,569
Common stock ($0.01 par, 80,000,000 shares authorized, 46,154,333 and 46,151,302 shares issued at September 30, 2026 and December 31, 2025 respectively, and 43,811,483 shares and 43,862,327 shares outstanding at September 30, 2026 and December 31, 2025, respectively)			462			462
Additional paid-in capital			622,827			623,041
Retained earnings			926,880			854,167
Accumulated other comprehensive loss, net of deferred taxes			(46,314)			(31,468)
Unearned equity awards			(15,311)			(8,661)
Treasury stock, at cost (2,342,850 shares and 2,288,975 shares at September 30, 2026 and December 31, 2025, respectively)			(82,355)			(78,341)
Total stockholders' equity			1,522,758			1,475,769
Total liabilities and stockholders' equity		$	15,546,869		$	15,341,631

See Notes to unaudited condensed Consolidated Financial Statements.

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DIME COMMERCIAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands except per share amounts)


		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2026			2025		2026			2025
Interest income:
Loans		$	149,776		$	147,756	$	435,758		$	435,909
Securities			15,428			11,338		42,734			34,014
Other short-term investments			18,182			16,449		53,544			35,035
Total interest income			183,386			175,543		532,036			504,958
Interest expense:
Deposits and escrow			54,220			62,950		158,755			181,205
Borrowed funds			7,279			8,406		22,930			25,141
Derivative cash collateral			668			788		1,695			2,903
Total interest expense			62,167			72,144		183,380			209,249
Net interest income			121,219			103,399		348,656			295,709
Provision for credit losses			13,812			13,294		40,000			32,141
Net interest income after provision for credit losses			107,407			90,105		308,656			263,568

Non-interest income:
Service charges and other fees			6,879			5,209		19,092			14,494
Title fees			191			126		520			342
Loan level derivative income			702			650		1,709			1,653
BOLI income			4,683			4,956		14,279			13,135
Gain on sale of SBA Loans			—			38		196			507
Gain on sale of residential loans			77			37		198			119
Fair value change in equity securities and loans held for sale			(38)			51		(38)			152
Gain on securities			—			14		—			163
Gain (loss) on sale of loans and other assets			757			(1,117)		(1,563)			(1,117)
Other			877			2,247		2,347			3,991
Total non-interest income			14,128			12,211		36,740			33,439
Non-interest expense:
Salaries and employee benefits			39,303			38,344		118,677			110,213
Severance			974			6		1,530			218
Occupancy and equipment			7,855			8,107		23,963			23,838
Data processing costs			5,835			4,798		16,409			14,495
Marketing			2,258			1,961		6,234			5,383
Professional services			1,981			2,228		6,215			6,441
Federal deposit insurance premiums			1,627			1,799		4,605			5,538
Net loss (gain) on extinguishment of debt for FHLB advances and subordinated debt			—			—		(972)			—
Loss due to pension settlement			—			—		—			7,231
Amortization of other intangible assets			195			236		599			723
Other			5,475			4,745		15,700			13,954
Total non-interest expense			65,503			62,224		192,960			188,034
Income before income taxes			56,032			40,092		152,436			108,973
Income tax expense			14,472			12,421		41,480			30,147
Net income			41,560			27,671		110,956			78,826
Preferred stock dividends			1,822			1,822		5,465			5,465
Net income available to common stockholders		$	39,738		$	25,849	$	105,491		$	73,361
Earnings per common share:
Basic		$	0.90		$	0.59	$	2.40		$	1.67
Diluted		$	0.90		$	0.59	$	2.40		$	1.67

See Notes to unaudited condensed Consolidated Financial Statements.

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DIME COMMERCIAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands)


		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2026			2025		2026			2025
Net income		$	41,560		$	27,671	$	110,956		$	78,826
Other comprehensive income (loss):
Change in unrealized gain (loss) on securities:
Change in net unrealized (loss) gain during the period			(25,973)			6,563		(32,350)			17,829
Reclassification adjustment for net gain realized in net income on securities and other assets			—			(14)		—			(163)
Accretion of net unrealized loss on securities transferred to held-to-maturity			691			740		2,073			2,223
Credit loss expense			—			300		—			2,100
Change in pension and other postretirement obligations:
Reclassification adjustment for benefit included in other expense			160			127		460			168
Change in the net actuarial gain			98			106		313			5,064
Change in unrealized gain (loss) on derivatives:
Change in net unrealized gain (loss) during the period			3,611			(3,635)		6,274			(16,609)
Reclassification adjustment for expense/income included in interest expense			76			2,077		1,740			5,867
Other comprehensive (loss) income before income taxes			(21,337)			6,264		(21,490)			16,479
Deferred tax (benefit) expense			(6,596)			1,923		(6,644)			5,057
Total other comprehensive (loss) income, net of tax			(14,741)			4,341		(14,846)			11,422
Total comprehensive income		$	26,819		$	32,012	$	96,110		$	90,248

See Notes to unaudited condensed Consolidated Financial Statements.

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DIME COMMERCIAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands)


										Accumulated
										Other
										Comprehensive
	Number of					Additional				(Loss) Income,		Unearned		Treasury		Total
	Shares of	Preferred		Common		Paid-in		Retained		Net of Deferred		Equity		Stock,		Stockholders’
	Common Stock	Stock		Stock		Capital		Earnings		Taxes		Awards		at cost		Equity
Beginning balance as of January 1, 2026	43,862,327	$	116,569	$	462	$	623,041	$	854,167	$	(31,468)	$	(8,661)	$	(78,341)	$	1,475,769
Net income	—		—		—		—		34,582		—		—		—		34,582
Other comprehensive loss, net of tax	—		—		—		—		—		(1,551)		—		—		(1,551)
Release of shares, net of forfeitures	275,652		—		—		(626)		—		—		(8,980)		9,765		159
Stock-based compensation	—		—		—		—		—		—		1,838		—		1,838
Shares received related to tax withholding	(80,853)		—		—		—		—		—		—		(1,211)		(1,211)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		(1,822)
Cash dividends declared to common stockholders	—		—		—		—		(10,794)		—		—		—		(10,794)
Ending balance as of March 31, 2026	44,057,126	$	116,569	$	462	$	622,415	$	876,133	$	(33,019)	$	(15,803)	$	(69,787)	$	1,496,970

Net income	—		—		—		—		34,814		—		—		—		34,814
Other comprehensive income, net of tax	—		—		—		—		—		1,446		—		—		1,446
Exercise of stock options, net	1,953		—		—		(13)		—		—		—		13		—
Release of shares, net of forfeitures	122,357		—		—		234		—		—		(4,279)		4,193		148
Stock-based compensation	—		—		—		—		—		—		2,492		—		2,492
Shares received related to tax withholding	(23,078)		—		—		—		—		—		—		(2,556)		(2,556)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,821)		—		—		—		(1,821)
Cash dividends declared to common stockholders	—		—		—		—		(11,037)		—		—		—		(11,037)
Ending balance as of June 30, 2026	44,158,358	$	116,569	$	462	$	622,636	$	898,089	$	(31,573)	$	(17,590)	$	(68,137)	$	1,520,456

Net income			—		—		—		41,560		—		—		—		41,560
Other comprehensive loss, net of tax	—		—		—		—		—		(14,741)		—		—		(14,741)
Release of shares, net of forfeitures	2,071		—		—		191		—		—		7		70		268
Stock-based compensation	—		—		—		—		—		—		2,272		—		2,272
Shares received related to tax withholding	(50,943)		—		—		—		—		—		—		(2,058)		(2,058)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		(1,822)
Cash dividends declared to common stockholders	—		—		—		—		(10,947)		—		—		—		(10,947)
Purchase of treasury stock	(298,003)		—		—		—		—		—		—		(12,230)		(12,230)
Ending balance as of September 30, 2026	43,811,483	$	116,569	$	462	$	622,827	$	926,880	$	(46,314)	$	(15,311)	$	(82,355)	$	1,522,758

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DIME COMMERCIAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) (CONTINUED)

(Dollars in thousands)


	Nine Months Ended September 30, 2025
										Accumulated
										Other
										Comprehensive
	Number of					Additional				Loss,		Unearned		Treasury		Total
	Shares of	Preferred		Common		Paid-in		Retained		Net of Deferred		Equity		Stock,		Stockholders’
	Common Stock	Stock		Stock		Capital		Earnings		Taxes		Awards		at cost		Equity
Beginning balance as of January 1, 2025	43,622,292	$	116,569	$	461	$	624,822	$	794,526	$	(45,018)	$	(7,640)	$	(87,203)	$	1,396,517
Net income	—		—		—		—		21,458		—		—		—		21,458
Other comprehensive income, net of tax	—		—		—		—		—		5,973		—		—		5,973
Release of shares, net of forfeitures	252,273		—		—		(1,514)		—		—		(7,153)		8,835		168
Stock-based compensation	—		—		—		—		—		—		1,884		—		1,884
Shares received related to tax withholding	(75,489)		—		—		(3)		—		—		—		(1,202)		(1,205)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		(1,822)
Cash dividends declared to common stockholders	—		—		—		—		(10,960)		—		—		—		(10,960)
Ending balance as of March 31, 2025	43,799,076	$	116,569	$	461	$	623,305	$	803,202	$	(39,045)	$	(12,909)	$	(79,570)	$	1,412,013

Net income	—		—		—		—		29,697		—		—		—		29,697
Other comprehensive income, net of tax	—		—		—		—		—		1,108		—		—		1,108
Release of shares, net of forfeitures	100,690		—		—		(649)		—		—		(2,407)		3,371		315
Stock-based compensation	—		—		—		—		—		—		1,791		—		1,791
Shares received related to tax withholding	(10,828)		—		—		4		—		—		—		(1,244)		(1,240)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,821)		—		—		—		(1,821)
Cash dividends declared to common stockholders, net	—		—		—		—		(10,857)		—		—		—		(10,857)
Ending balance as of June 30, 2025	43,888,938	$	116,569	$	461	$	622,660	$	820,221	$	(37,937)	$	(13,525)	$	(77,443)	$	1,431,006

Net income			—		—		—		27,671		—		—		—		27,671
Other comprehensive income, net of tax	—		—		—		—		—		4,341		—		—		4,341
Release of shares, net of forfeitures	906		—		—		(3)		—		—		130		32		159
Stock-based compensation	—		—		—		—		—		—		2,063		—		2,063
Shares received related to tax withholding	(917)		—		—		—		—		—		—		(89)		(89)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		(1,822)
Cash dividends declared to common stockholders	—		—		—		—		(10,987)		—		—		—		(10,987)
Ending balance as of September 30, 2025	43,888,927	$	116,569	$	461	$	622,657	$	835,083	$	(33,596)	$	(11,332)	$	(77,500)	$	1,452,342

See Notes to unaudited condensed Consolidated Financial Statements.

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DIME COMMERCIAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)


	Nine Months Ended September 30,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	110,956	$	78,826
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on securities available-for-sale		—		(163)
Loss on sale of loans and other assets		1,563		1,117
Fair value change in equity securities and loans held for sale		38		(152)
Gain on sale of loans held for sale		(394)		(626)
Net depreciation, amortization and accretion		3,161		3,581
Amortization (accretion) of fair value hedge basis point adjustments		598		(848)
Amortization of other intangible assets		599		723
Net gain on extinguishment of debt for FHLB advances and subordinated debt		(972)		—
Stock-based compensation		6,602		5,738
Provision for credit losses		40,000		32,141
Originations of loans held for sale		(12,740)		(11,369)
Proceeds from sale of loans originated for sale		17,196		18,763
Increase in cash surrender value of BOLI		(13,653)		(12,301)
Gain from death benefits from BOLI		(626)		(834)
Decrease in other assets		5,206		95,858
Increase (decrease) in other liabilities		54,410		(69,877)
Net cash provided by operating activities		211,944		140,577
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available-for-sale		4,000		38,842
Purchases of securities available-for-sale		(249,116)		(101,324)
Purchases of securities held-to-maturity		(108,156)		(5,030)
Proceeds from calls and principal repayments of securities available-for-sale		113,361		108,059
Proceeds from calls and principal repayments of securities held-to-maturity		27,765		21,728
Purchase of BOLI		(10,000)		(97,317)
Proceeds received from cash surrender value of BOLI		2,173		4,213
Loans purchased		(16,705)		(9,613)
Proceeds from the sale of portfolio loans transferred to held for sale		47,737		24,139
(Increase) decrease in loans		(228,097)		120,671
Purchases of fixed assets, net		(3,773)		(3,540)
Proceeds from the sale of fixed assets and premises held for sale		2,665		2,004
Sales of restricted stock, net		8,151		2,117
Net cash (used in) provided by investing activities		(409,995)		104,949
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits		297,176		375,472
Repayments of FHLBNY advances, short-term, net		(125,000)		(100,000)
Repayments of FHLBNY advances, long-term		(48,000)		—
Repayments of other short-term borrowings, net		—		(50,000)
Redemption of subordinated debentures		(40,000)		—
Release of stock for benefit plan awards		575		642
Payments related to tax withholding for equity awards		(5,825)		(2,534)
Purchase of treasury stock		(12,230)		—
Cash dividends paid to preferred stockholders		(5,465)		(5,465)
Cash dividends paid to common stockholders		(32,346)		(32,168)
Net cash provided by financing activities		28,885		185,947
(Decrease) increase in cash and cash equivalents		(169,166)		431,473
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		2,353,966		1,283,571
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2,184,800	$	1,715,044

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	36,460	$	34,912
Cash paid for interest		185,323		210,149
Loans transferred to held for sale		55,204		32,912
Loans transferred to held for investment		—		21,817
Operating lease assets in exchange for operating lease liabilities		11,894		8,967

See Notes to unaudited condensed Consolidated Financial Statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Dime Commercial Bancshares, Inc. (the “Company”), formerly known as Dime Community Bancshares, Inc., is engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Commercial Bank (“the Bank”), formerly known as Dime Community Bank. The name change became effective during the quarter ended June 30, 2026.

The Bank was established in 1910 and is headquartered in Hauppauge, New York. The Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank. The Company functions primarily as the holder of all of the Bank’s common stock. Our bank operations also include Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services. As of September 30, 2026, we operated 62 branch locations throughout Long Island and the New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island, and the Bronx, Westchester County and New Jersey.

The unaudited Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q include the collective results of the Company and its wholly-owned subsidiary, the Bank, which are collectively herein referred to as “we”, “us”, “our” and the “Company.”

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited Consolidated Financial Statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. In preparing the interim financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual future results could differ significantly from those estimates. The annualized results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain reclassifications have been made to prior year amounts, and the related discussion and analysis, to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders' equity. The unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

2. SUMMARY OF ACCOUNTING POLICIES

Summary of Significant Accounting Policies

In the opinion of management, the accompanying unaudited condensed Consolidated Financial Statements contain all adjustments necessary for a fair presentation of the Company’s financial condition as of September 30, 2026 and December 31, 2025, the results of operations and comprehensive income for three and nine months ended September 30, 2026 and 2025, the changes in stockholders’ equity for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 2026 and 2025.

Please see “Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” for a discussion of areas in the accompanying unaudited condensed Consolidated Financial Statements utilizing significant estimates.

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Adoption of Recent Accounting Standards

There were no accounting standards adopted during the nine months ended September 30, 2026 that had a material impact on the Company’s consolidated financial statements.

Relevant Accounting Standards Issued That Have Not Yet Been Adopted

Accounting Standards Update (“ASU”) No. 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans

In November 2025, the Financial Accounting Standards Board issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans, which expands the application of the gross-up approach to acquired non‑PCD loans that meet certain criteria, now referred to as purchased seasoned loans (“PSLs”). PSLs are defined as non‑PCD loans acquired either through a business combination or purchased more than 90 days after origination when the acquirer was not involved in origination of the loans. Under the new guidance, an allowance for expected credit losses is established at acquisition through an adjustment to the amortized cost basis of the acquired loans rather than through the recognition of a provision for credit losses.

The standard is effective for the Company on a prospective basis to loans that are acquired on or after the adoption date, for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance.

ASU No. 2025-09—Derivatives and Hedging (Topic 815): Hedge Accounting Improvements

In November 2025, the Financial Accounting Standards Board issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which provides targeted improvements to hedge accounting guidance, including amendments related to cash flow hedges, hedging of forecasted interest payments, nonfinancial forecasted transactions, certain compound derivatives, and dual-hedge strategies.

The standard is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this standard will have on its consolidated financial statements and related disclosures.

3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in accumulated other comprehensive income (loss), net of tax, was as follows:


											Total
											Accumulated
					Defined						Other
					Benefit						Comprehensive
(In thousands)		Securities			Plans			Derivatives			Income (Loss)
Balance as of January 1, 2026		$	(25,232)		$	(4,398)		$	(1,838)		$	(31,468)
Other comprehensive (loss) income before reclassifications			(22,348)			216			4,334			(17,798)
Amounts reclassified from accumulated other comprehensive income			1,432			318			1,202			2,952
Net other comprehensive (loss) income during the period			(20,916)			534			5,536			(14,846)
Balance as of September 30, 2026		$	(46,148)		$	(3,864)		$	3,698		$	(46,314)

Balance as of January 1, 2025		$	(43,767)		$	(7,499)		$	6,248		$	(45,018)
Other comprehensive income (loss) before reclassifications			13,813			3,510			(11,511)			5,812
Amounts reclassified from accumulated other comprehensive income (loss)			1,428			116			4,066			5,610
Net other comprehensive income (loss) during the period			15,241			3,626			(7,445)			11,422
Balance as of September 30, 2025		$	(28,526)		$	(3,873)		$	(1,197)		$	(33,596)

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The before-tax and after-tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below for the periods indicated.


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(In thousands)		2026		2025		2026		2025
Change in unrealized gain (loss) on securities:
Change in net unrealized (loss) gain during the period		$	(25,973)	$	6,563	$	(32,350)	$	17,829
Reclassification adjustment for net gain realized in net income on securities and other assets			—		(14)		—		(163)
Accretion of net unrealized loss on securities transferred to held-to-maturity			691		740		2,073		2,223
Credit loss expense			—		300		—		2,100
Net change			(25,282)		7,589		(30,277)		21,989
Tax (benefit) expense			(7,816)		2,329		(9,361)		6,748
Net change in unrealized (loss) gain on securities, net of reclassification adjustments and tax			(17,466)		5,260		(20,916)		15,241
Change in pension and other postretirement obligations:
Reclassification adjustment for benefit included in other expense			160		127		460		168
Change in the net actuarial gain			98		106		313		5,064
Net change			258		233		773		5,232
Tax expense			80		72		239		1,606
Net change in pension and other postretirement obligations			178		161		534		3,626
Change in unrealized gain (loss) on derivatives:
Change in net unrealized gain (loss) during the period			3,611		(3,635)		6,274		(16,609)
Reclassification adjustment for expense/income included in interest expense			76		2,077		1,740		5,867
Net change			3,687		(1,558)		8,014		(10,742)
Tax expense (benefit)			1,140		(478)		2,478		(3,297)
Net change in unrealized gain (loss) on derivatives, net of reclassification adjustments and tax			2,547		(1,080)		5,536		(7,445)
Other comprehensive income (loss), net of tax		$	(14,741)	$	4,341	$	(14,846)	$	11,422

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4. EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if “in the money” stock options were exercised and converted into common stock. In determining the weighted-average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested restricted stock award (“RSA”) shares are included in the calculation of the weighted-average shares outstanding for basic and diluted EPS. Unvested RSA and performance-based share awards (“PSA”) shares not yet awarded are recognized as a special class of participating securities under ASC 260 and are included in the calculation of the weighted-average shares outstanding for basic and diluted EPS. Basic and diluted EPS on common stock and the basic and diluted EPS on participating securities are the same.

The following is a reconciliation of the numerators and denominators of basic and diluted EPS for the periods presented:


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(In thousands except share and per share amounts)		2026		2025		2026		2025
Net income available to common stockholders		$	39,738	$	25,849	$	105,491	$	73,361
Less: Dividends paid and earnings allocated to participating securities			(801)		(493)		(2,081)		(1,323)
Income attributable to common stock		$	38,937	$	25,356	$	103,410	$	72,038
Weighted-average common shares outstanding, including participating securities			44,016,949		43,888,983		44,018,275		43,795,578
Less: weighted-average participating securities			(879,520)		(836,085)		(863,116)		(784,659)
Weighted-average common shares outstanding			43,137,429		43,052,898		43,155,159		43,010,919
Basic EPS		$	0.90	$	0.59	$	2.40	$	1.67

Income attributable to common stock		$	38,937	$	25,356	$	103,410	$	72,038
Weighted-average common shares outstanding			43,137,429		43,052,898		43,155,159		43,010,919
Weighted-average common equivalent shares outstanding			—		—		—		—
Weighted-average common and equivalent shares outstanding			43,137,429		43,052,898		43,155,159		43,010,919
Diluted EPS		$	0.90	$	0.59	$	2.40	$	1.67

Common and equivalent shares resulting from the dilutive effect of outstanding stock options are calculated using the treasury stock method based on the average market price of the Company's common stock during the period.

All outstanding stock options were exercised during the three months ended June 30, 2026. As a result, no stock options remained outstanding as of September 30, 2026.

For the nine months ended September 30, 2026, approximately 15,722 weighted-average stock options, were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.

For the three and nine months ended September 30, 2025, 26,995 weighted-average stock options were excluded from the calculation of diluted earnings per share because their exercise prices exceeded the average market price of the Company’s common stock for the period.

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5. PREFERRED STOCK

Dime Commercial Bancshares, Inc. has 5,299,200 shares currently outstanding, or $132.5 million in aggregate liquidation preference, of its 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Preferred Stock”).

The Company expects to pay dividends when, as, and if declared by its board of directors, at a fixed rate of 5.50% per annum, payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The Preferred Stock is perpetual and has no stated maturity. The Company may redeem the Preferred Stock at its option at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), subject to regulatory approval, on or after June 15, 2026, or within 90 days following a regulatory capital treatment event, as described in the prospectus supplement and accompanying prospectus relating to the offering.

6. SECURITIES

The following tables summarize the major categories of securities as of the dates indicated:

September 30, 2026

Gross

Amortized

Unrealized

Fair

(In thousands)

 

Cost

Gains

Losses

Value

Securities available-for-sale:

Agency notes

10,000

—

(20)

9,980

Corporate securities

197,894

438

(7,011)

191,321

Pass-through mortgage-backed securities ("MBS") issued by U.S. government sponsored entities ("U.S. GSEs")

518,031

(17,790)

500,286

Agency collateralized mortgage obligations ("CMOs")

209,640

(26,611)

183,033

State and municipal obligations

13,788

—

(1,132)

12,656

Total securities available-for-sale

949,353

487

(52,564)

897,276

September 30, 2026

Gross

Amortized

Unrecognized

Fair

(In thousands)

 

Cost

Gains

Losses

Value

Securities held-to-maturity:

Agency notes

90,723

—

(8,922)

81,801

Corporate securities

23,000

115

(693)

22,422

Pass-through MBS issued by U.S. GSEs

336,035

—

(46,867)

289,168

Agency CMOs

251,843

(33,998)

217,849

Total securities held-to-maturity

701,601

119

(90,480)

611,240

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		December 31, 2025
				Gross		Gross
		Amortized		Unrealized		Unrealized		Fair
(In thousands)		Cost		Gains		Losses		Value
Securities available-for-sale:
Agency notes		$	10,000	$	—	$	(120)	$	9,880
Corporate securities			169,051		1,443		(4,035)		166,459
Pass-through MBS issued by U.S. GSEs			387,549		4,782		(598)		391,733
Agency CMOs			231,309		904		(21,280)		210,933
State and municipal obligations			19,753		1		(824)		18,930
Total securities available-for-sale		$	817,662	$	7,130	$	(26,857)	$	797,935

		December 31, 2025
				Gross		Gross
		Amortized		Unrecognized		Unrecognized		Fair
(In thousands)		Cost		Gains		Losses		Value
Securities held-to-maturity:
Agency notes		$	90,400	$	—	$	(6,287)	$	84,113
Corporate securities			17,000		290		(238)		17,052
Pass-through MBS issued by U.S. GSEs			280,102		456		(31,101)		249,457
Agency CMOs			231,399		382		(22,321)		209,460
Total securities held-to-maturity		$	618,901	$	1,128	$	(59,947)	$	560,082

There were no transfers to or from securities held-to-maturity during the three or nine months ended September 30, 2026 and 2025, respectively.

The carrying value of securities pledged at September 30, 2026 and December 31, 2025 was $885.6 million and $766.2 million, respectively.

At September 30, 2026 and December 31, 2025, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders' equity.

The following table presents the amortized cost and fair value of securities by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.


	September 30, 2026
	Amortized		Fair
(In thousands)	Cost		Value
Available-for-sale
Within one year	$	11,947	$	11,916
One to five years		41,874		39,096
Five to ten years		157,861		152,944
Beyond ten years		10,000		10,001
Pass-through MBS issued by U.S. GSEs and agency CMOs		727,671		683,319
Total	$	949,353	$	897,276

Held-to-maturity
Within one year	$	10,000	$	9,915
One to five years		80,723		71,886
Five to ten years		23,000		22,422
Beyond ten years		—		—
Pass-through MBS issued by U.S. GSEs and agency CMOs		587,878		507,017
Total	$	701,601	$	611,240

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The following table presents the information related to sales of securities available-for-sale as of the periods indicated:


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(In thousands)		2026		2025		2026		2025
Securities available-for-sale
Proceeds		$	—	$	14,005	$	4,000	$	38,842
Gross gains			—		325		—		1,073
Tax expense on gains			—		97		—		318
Gross losses			—		320		—		996
Tax benefit on losses			—		95		—		295

There were no sales of securities held-to-maturity during the three or nine months ended September 30, 2026 and 2025, respectively.

The following table summarizes the gross unrealized losses and fair value of securities available-for-sale aggregated by investment category and the length of time the securities were in a continuous unrealized loss position as of the dates indicated:

September 30, 2026

Less than 12

12 Consecutive

Consecutive Months

Months or Longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(In thousands)

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

Securities available-for-sale:

Agency notes

—

9,980

Corporate securities

105,600

3,357

48,834

3,654

154,434

7,011

Pass-through MBS issued by U.S. GSEs

479,048

16,981

4,436

809

483,484

17,790

Agency CMOs

65,226

1,950

112,803

24,661

178,029

26,611

State and municipal obligations

5,349

131

7,307

1,001

12,656

1,132


		December 31, 2025
		Less than 12						12 Consecutive
		Consecutive Months						Months or Longer						Total
		Fair			Unrealized			Fair			Unrealized			Fair			Unrealized
(In thousands)		Value			Losses			Value			Losses			Value			Losses
Securities available-for-sale:
Agency notes		$	—		$	—		$	9,880		$	120		$	9,880		$	120
Corporate securities			5,970			30			69,646			4,005			75,616			4,035
Pass-through MBS issued by U.S. GSEs			—			—			5,214			598			5,214			598
Agency CMOs			8,478			83			135,961			21,197			144,439			21,280
State and municipal obligations			—			—			14,984			824			14,984			824

As of September 30, 2026, none of the Company’s available-for-sale debt securities were in an unrealized loss position due to credit and therefore no allowance for credit losses on available-for-sale debt securities was required. Given the high-quality composition of the Company’s held-to-maturity portfolio, the Company did not record an allowance for credit losses on the held-to-maturity portfolio as of September 30, 2026. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Accrued interest receivable on securities totaling $7.3 million and $5.9 million at September 30, 2026 and December 31, 2025, respectively, was included in other assets in the Consolidated Statements of Financial Condition and excluded from the amortized cost and estimated fair value totals in the table above.

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Management evaluates available-for-sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than amortized cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At September 30, 2026, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment was directly related to changes in interest rates. The Company generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The following major security types held by the Company are all issued by U.S. government entities and agencies and therefore either explicitly or implicitly guaranteed by the U.S. government: Agency Notes, Treasury Securities, Pass-through MBS issued by U.S. GSEs, Agency Collateralized Mortgage Obligations. None of the unrealized losses are related to credit quality of the issuer. A majority of the state and municipal obligations within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s. The Company does not have the intent to sell these securities, and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the debt. The fair value is expected to recover as the securities approach maturity.

The following table presents a rollforward of the allowance for credit losses for corporate securities available-for-sale for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

2026

2025

2026

2025

Beginning balance

—

1,800

—

Provision for credit losses

—

300

—

2,100

Ending balance

—

2,100

—

2,100

7. LOANS HELD FOR INVESTMENT, NET

The following table presents the loan categories for the period ended as indicated:


(In thousands)		September 30, 2026		December 31, 2025
Business loans⁽¹⁾		$	3,992,772	$	3,240,436
One-to-four family residential and coop/condo apartment			1,124,571		1,035,803
Multifamily residential and residential mixed-use			2,951,993		3,424,522
Non-owner-occupied commercial real estate			2,753,575		2,933,011
Acquisition, development, and construction ("ADC")			88,587		117,215
Other loans			8,668		6,558
Total			10,920,166		10,757,545
Fair value hedge basis point adjustments ⁽²⁾			(2,011)		663
Total loans, net of fair value hedge basis point adjustments			10,918,155		10,758,208
Allowance for credit losses			(108,548)		(97,372)
Loans held for investment, net		$	10,809,607	$	10,660,836

(1)	Business loans include commercial and industrial loans (“C&I loans”) and owner-occupied commercial real estate loans.

(2)	The loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged business loans, one-to-four family residential mortgage loans, multifamily residential mortgage loans and non-owner occupied commercial real estate loans.

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The following tables present data regarding the allowance for credit losses activity on loans held for investment for the periods indicated:

At or for the Three Months Ended September 30, 2026

One-to-Four

Multifamily

Family

Residential

Residential and

and

Non-Owner-Occupied

Business

Coop/ Condo

Residential

Commercial

Other

(In thousands)

Loans

Apartment

Mixed-Use

Real Estate

ADC

Loans

Total

Allowance for credit losses:

Beginning balance

56,266

9,526

17,489

19,747

1,491

444

 

104,963

Provision (recovery) for credit losses

8,543

(1,423)

7,123

(1,012)

(58)

161

13,334

Charge-offs

(1,638)

—

(8,337)

—

(16)

(9,991)

Recoveries

238

—

242

Ending balance

63,409

8,103

16,275

18,735

1,433

593

108,548


	At or for the Three Months Ended September 30, 2025
			One-to-Four		Multifamily
			Family		Residential
			Residential and		and		Non-Owner-Occupied
	Business		Coop/ Condo		Residential		Commercial				Other
(In thousands)	Loans		Apartment		Mixed-Use		Real Estate		ADC		Loans		Total
Allowance for credit losses:
Beginning balance	$	42,965	$	9,567	$	13,667	$	24,326	$	2,380	$	284	$	93,189
Provision (recovery) for credit losses		6,053		464		(747)		7,990		(386)		84		13,458
Charge-offs		(1,883)		—		(69)		(10,992)		—		(13)		(12,957)
Recoveries		367		—		—		—		—		4		371
Ending balance	$	47,502	$	10,031	$	12,851	$	21,324	$	1,994	$	359	$	94,061

At or for the Nine Months Ended September 30, 2026

One-to-Four

Multifamily

Family

Residential

Residential and

and

Non-Owner-Occupied

Business

Coop/ Condo

Residential

Commercial

Other

(In thousands)

Loans

Apartment

Mixed-Use

Real Estate

ADC

Loans

Total

Allowance for credit losses:

 

Beginning balance

49,770

10,034

14,053

21,130

2,070

315

 

97,372

Provision (recovery) for credit losses

15,961

(1,931)

22,670

2,707

(637)

391

39,161

Charge-offs

(2,887)

—

(20,556)

(5,256)

—

(125)

(28,824)

Recoveries

565

—

108

154

—

839

Ending balance

63,409

8,103

16,275

18,735

1,433

593

108,548


	At or for the Nine Months Ended September 30, 2025
			One-to-Four		Multifamily
			Family		Residential
			Residential and		and		Non-Owner-Occupied
	Business		Coop/ Condo		Residential		Commercial				Other
(In thousands)	Loans		Apartment		Mixed-Use		Real Estate		ADC		Loans		Total
Allowance for credit losses:
Beginning balance	$	42,898	$	9,501	$	11,946	$	21,876	$	2,323	$	207	$	88,751
Provision for credit losses		11,018		574		973		17,938		(329)		185		30,359
Charge-offs		(7,116)		(44)		(69)		(18,490)		—		(57)		(25,776)
Recoveries		702		—		1		—		—		24		727
Ending balance	$	47,502	$	10,031	$	12,851	$	21,324	$	1,994	$	359	$	94,061

Table of Contents

The following tables present the amortized cost basis of loans on non-accrual status as of the periods indicated:


	September 30, 2026
	Non-accrual with		Non-accrual with			Related
(In thousands)	No Allowance		Allowance			Allowance
Business loans	$	2,544	$	30,627		$	20,497
One-to-four family residential and coop/condo apartment		—		4,852			35
Multifamily residential and residential mixed-use		24,918		22,855			5,954
Non-owner-occupied commercial real estate		3,167		7,942			2,362
ADC		—		412			367
Total	$	30,629	$	66,688		$	29,215


	December 31, 2025
	Non-accrual with		Non-accrual with			Related
(In thousands)	No Allowance		Allowance			Allowance
Business loans	$	3,973	$	18,633		$	14,877
One-to-four family residential and coop/condo apartment		—		3,623			35
Non-owner-occupied commercial real estate		25,656		15			15
ADC		—		412			316
Total	$	29,629	$	22,683		$	15,243

The Company did not recognize interest income on non-accrual loans held for investment during the three and nine months ended September 30, 2026 and 2025.

The following tables summarize the past due status of the Company’s loan held for investment portfolio as of the dates indicated:

September 30, 2026

90 Days

Or More

Total

30 to 59

60 to 89

Past Due

Days

and Still

and

Total

(In thousands)

 

Past Due

Accruing

Non-accrual

Current

Loans

Business loans

2,465

124

—

33,171

35,760

3,957,012

3,992,772

One-to-four family residential and coop/condo apartment

1,367

—

4,852

6,254

1,118,317

1,124,571

Multifamily residential and residential mixed-use

3,896

17,658

—

47,773

69,327

2,882,666

2,951,993

Non-owner-occupied commercial real estate

4,796

4,100

—

11,109

20,005

2,733,570

2,753,575

ADC

—

412

88,175

88,587

Other loans

—

8,668

Total

11,192

23,249

—

97,317

131,758

10,788,408

10,920,166


		December 31, 2025
						90 Days
						Or More				Total
		30 to 59		60 to 89		Past Due				Past Due
		Days		Days		and Still				and				Total
(In thousands)		Past Due		Past Due		Accruing		Non-accrual		Non-accrual		Current		Loans
Business loans		$	4,617	$	2,075	$	—	$	22,606	$	29,298	$	3,211,138	$	3,240,436
One-to-four family residential and coop/condo apartment			7,943		389		—		3,623		11,955		1,023,848		1,035,803
Multifamily residential and residential mixed-use			3,667		27,608		—		—		31,275		3,393,247		3,424,522
Non-owner-occupied commercial real estate			12,597		—		—		25,671		38,268		2,894,743		2,933,011
ADC			—		—		—		412		412		116,803		117,215
Other loans			—		—		—		—		—		6,558		6,558
Total		$	28,824	$	30,072	$	—	$	52,312	$	111,208	$	10,646,337	$	10,757,545

Table of Contents

Accruing Loans 90 Days or More Past Due:

There were no accruing loans 90 days or more past due at September 30, 2026 or at December 31, 2025.

Collateral Dependent Loans:

The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as of the dates indicated:


	September 30, 2026				December 31, 2025
	Real Estate		Associated Allowance		Real Estate		Associated Allowance
(In thousands)	Collateral Dependent		for Credit Losses		Collateral Dependent		for Credit Losses
Business loans	$	11,305	$	4,793	$	11,039	$	3,507
Multifamily residential and residential mixed-use		47,773		5,954		—		—
Non-owner-occupied commercial real estate		11,109		2,362		25,671		15
ADC		412		367		412		316
Total	$	70,599	$	13,476	$	37,122	$	3,838

Loan Restructurings

The Company applies the loan refinancing and restructuring guidance to determine whether a modification or other form of restructuring results in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and/or a combination of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows.

The following tables present loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of concession granted during the three and nine months ended September 30, 2026 and 2025:

For the Three Months Ended September 30, 2026

Significant

Term

Payment

Term

Extension

Delay

Extension

% of

and

Total

Interest

Significant

Interest

Class of

Rate

Term

Payment

Rate

Financing

(Dollars in thousands)

 

Reduction

Extension

Delay

 

Reduction

Total

Receivable

Business loans

—

2,500

12,416

—

14,916

0.4

Multifamily residential and residential mixed-use

—

31,651

4,868

—

36,519

1.2

Non-owner-occupied commercial real estate

—

2,313

—

2,313

0.1

Total

—

2,500

44,067

7,181

—

53,748

0.5


				For the Three Months Ended September 30, 2025
											Significant
								Term			Payment		Term
								Extension			Delay		Extension				% of
								and			and		and				Total
		Interest				Significant		Significant			Interest		Interest				Class of
		Rate		Term		Payment		Payment			Rate		Rate				Financing
(Dollars in thousands)		Reduction		Extension		Delay		Delay			Reduction		Reduction		Total		Receivable
Business loans			1,050	$	2,833	$	700	$	—		$	—	$	—	$	4,583	0.1	%
Multifamily residential and residential mixed-use			—		—		31,589		—			14,792		—		46,381	1.3
Non-owner-occupied commercial real estate			—		9,896		—		—			—		—		9,896	0.3
Total		$	1,050	$	12,729	$	32,289	$	—		$	14,792	$	—	$	60,860	0.6	%

Table of Contents

For the Nine Months Ended September 30, 2026

Significant

Term

Payment

Term

Extension

Delay

Extension

% of

and

Total

Interest

Significant

Interest

Class of

Rate

Term

Payment

Rate

Financing

(Dollars in thousands)

 

Reduction

Extension

Delay

 

Reduction

Total

Receivable

Business loans

—

2,987

12,611

915

—

622

17,135

0.4

Multifamily residential and residential mixed-use

—

79,423

9,443

—

88,866

3.0

Non-owner-occupied commercial real estate

—

2,313

—

2,313

0.1

Total

—

2,987

92,034

12,671

—

622

108,314

1.0


				For the Nine Months Ended September 30, 2025

											Significant
								Term			Payment		Term
								Extension			Delay		Extension				% of
								and			and		and				Total
		Interest				Significant		Significant			Interest		Interest				Class of
		Rate		Term		Payment		Payment			Rate		Rate				Financing
(Dollars in thousands)		Reduction		Extension		Delay		Delay			Reduction		Reduction		Total		Receivable
Business loans			1,050	$	2,833	$	1,197	$	—		$	—	$	13,692	$	18,772	0.6	%
Multifamily residential and residential mixed-use			—		—		59,196		—			14,792		—		73,988	2.1
Non-owner-occupied commercial real estate			—		9,896		16,720		—			14,761		—		41,377	1.4
Total		$	1,050	$	12,729	$	77,113	$	—		$	29,553	$	13,692	$	134,137	1.3	%

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty as of the dates indicated:


		For the Three Months Ended September 30, 2026
		Weighted Average		Weighted Average
		Interest Rate		Months of		Weighted Average
(Dollars in thousands)		Reductions		Term Extensions		Payment Delay
Business loans		—	%	26		$	244
Multifamily residential and residential mixed-use		—		10			384
Non-owner-occupied commercial real estate		—		22			70


		For the Three Months Ended September 30, 2025
		Weighted Average		Weighted Average
		Interest Rate		Months of		Weighted Average
(Dollars in thousands)		Reductions		Term Extensions		Payment Delay
Business loans		1.50	%	9		$	157
Multifamily residential and residential mixed-use		0.90		—			194
Non-owner-occupied commercial real estate		—		10			—


		For the Nine Months Ended September 30, 2026
		Weighted Average		Weighted Average
		Interest Rate		Months of		Weighted Average
(Dollars in thousands)		Reductions		Term Extensions		Payment Delay
Business loans		2.25	%	28		$	257
Multifamily residential and residential mixed-use		—		17			419
Non-owner-occupied commercial real estate		—		22			70


		For the Nine Months Ended September 30, 2025
		Weighted Average		Weighted Average
		Interest Rate		Months of		Weighted Average
(Dollars in thousands)		Reductions		Term Extensions		Payment Delay
Business loans		1.27	%	87		$	96
Multifamily residential and residential mixed-use		0.90		—			298
Non-owner-occupied commercial real estate		3.75		10			1,339

Table of Contents

The Bank monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following tables describe the performance of loans that have been modified during the past 12 months.

September 30, 2026

30-59

60-89

90+

(In thousands)

 

Current

Days Past Due

 

Non-Accrual

Total

Business loans

2,523

—

14,635

17,158

Multifamily residential and residential mixed-use

41,094

—

47,772

88,866

Non-owner-occupied commercial real estate

2,313

—

2,313

Total

45,930

—

62,407

108,337


		September 30, 2025
				30-59		60-89		90+
(In thousands)		Current		Days Past Due		Days Past Due		Days Past Due			Non-Accrual		Total
Business loans		$	20,962	$	—	$	171	$	—		$	1,272	$	22,405
Multifamily residential and residential mixed-use			46,381		—		27,607		—			—		73,988
Non-owner-occupied commercial real estate			9,896		—		—		—			31,481		41,377
Total		$	77,239	$	—	$	27,778	$	—		$	32,753	$	137,770

As of September 30, 2026, there were nine multifamily loans and seven business loans totaling $62.4 million that were modified to borrowers experiencing financial difficulty during the prior 12 months that are on non-accrual status. As of September 30, 2025, there were three business loans and two non-owner-occupied commercial loans totaling $32.8 million that were modified to borrowers experiencing financial difficulty during the prior 12 months that are on non-accrual status. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit structure, loan documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying them based on credit risk. The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of then existing facts, conditions, and values, highly questionable and improbable.

Table of Contents

The following is a summary of the credit risk profile of loans by internally assigned grade as of the periods indicated, the years represent the year of origination for non-revolving loans:


	September 30, 2026
(In thousands)	2026		2025		2024		2023		2022		2021 and Prior		Revolving		Revolving-Term		Total
Business loans
Pass	$	572,118	$	436,355	$	288,431	$	181,426	$	279,751	$	524,046	$	1,531,775	$	99,765	$	3,913,667
Special mention		—		—		1,529		433		4,897		11,721		3,202		13,048		34,830
Substandard		—		133		684		302		1,066		16,425		1,102		23,952		43,664
Doubtful		—		—		—		—		—		611		—		—		611
Total business loans		572,118		436,488		290,644		182,161		285,714		552,803		1,536,079		136,765		3,992,772
YTD Gross Charge-Offs		—		—		—		152		98		206		47		2,384		2,887

One-to-four family residential and coop/condo apartment
Pass		184,349		155,875		111,334		130,364		178,925		328,489		19,044		8,562		1,116,942
Special mention		—		—		—		259		—		—		—		—		259
Substandard		—		—		—		—		485		4,878		469		1,538		7,370
Doubtful		—		—		—		—		—		—		—		—		—
Total one-to-four family residential and coop/condo apartment		184,349		155,875		111,334		130,623		179,410		333,367		19,513		10,100		1,124,571
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

Multifamily residential and residential mixed-use:
Pass		43,523		54,623		17,704		219,701		1,065,677		1,344,216		1,119		4,156		2,750,719
Special mention		—		1,776		—		—		—		78,462		—		—		80,238
Substandard		—		—		—		—		28,032		93,004		—		—		121,036
Doubtful		—		—		—		—		—		—		—		—		—
Total multifamily residential and residential mixed-use		43,523		56,399		17,704		219,701		1,093,709		1,515,682		1,119		4,156		2,951,993
YTD Gross Charge-Offs		—		—		—		—		—		20,556		—		—		20,556

Non-owner-occupied commercial real estate
Pass		103,752		91,705		54,045		196,666		595,283		1,520,696		6,794		15,603		2,584,544
Special mention		5,955		—		—		—		25,622		85,826		—		—		117,403
Substandard		—		—		—		—		13,346		38,282		—		—		51,628
Doubtful		—		—		—		—		—		—		—		—		—
Total non-owner-occupied commercial real estate		109,707		91,705		54,045		196,666		634,251		1,644,804		6,794		15,603		2,753,575
YTD Gross Charge-Offs		—		—		—		—		—		5,256		—		—		5,256

ADC:
Pass		24,771		38,395		15,814		—		3,655		420		3,003		2,117		88,175
Special mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		412		412
Doubtful		—		—		—		—		—		—		—		—		—
Total ADC		24,771		38,395		15,814		—		3,655		420		3,003		2,529		88,587
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

Total:
Pass		928,513		776,953		487,328		728,157		2,123,291		3,717,867		1,561,735		130,203		10,454,047
Special mention		5,955		1,776		1,529		692		30,519		176,009		3,202		13,048		232,730
Substandard		—		133		684		302		42,929		152,589		1,571		25,902		224,110
Doubtful		—		—		—		—		—		611		—		—		611
Total Loans	$	934,468	$	778,862	$	489,541	$	729,151	$	2,196,739	$	4,047,076	$	1,566,508	$	169,153	$	10,911,498
YTD Gross Charge-Offs	$	—	$	—	$	—	$	152	$	98	$	26,018	$	47	$	2,384	$	28,699

Table of Contents


	December 31, 2025
(In thousands)	2025		2024		2023		2022		2021		2020 and Prior		Revolving		Revolving-Term		Total
Business loans
Pass	$	444,515	$	320,751	$	212,384	$	302,778	$	182,244	$	408,711	$	1,170,533	$	96,748	$	3,138,664
Special mention		—		107		265		2,856		15,143		20,428		7,822		2,457		49,078
Substandard		—		85		2,944		3,669		7,611		10,613		4,320		22,841		52,083
Doubtful		—		—		—		—		—		611		—		—		611
Total business loans		444,515		320,943		215,593		309,303		204,998		440,363		1,182,675		122,046		3,240,436
YTD Gross Charge-Offs		—		—		—		1,492		605		—		4,296		1,313		7,706

One-to-four family residential and coop/condo apartment
Pass		170,056		125,945		145,449		192,988		91,910		270,964		23,035		8,598		1,028,945
Special mention		—		—		263		—		—		28		—		—		291
Substandard		—		—		—		474		—		4,542		652		899		6,567
Doubtful		—		—		—		—		—		—		—		—		—
Total one-to-four family residential and coop/condo apartment		170,056		125,945		145,712		193,462		91,910		275,534		23,687		9,497		1,035,803
YTD Gross Charge-Offs		—		—		—		—		—		44		—		—		44

Multifamily residential and residential mixed-use:
Pass		54,958		21,186		229,634		1,127,686		536,029		1,211,361		4,748		4,705		3,190,307
Special mention		1,824		—		—		7,214		15,963		111,626		—		—		136,627
Substandard		—		—		—		20,821		3,069		73,698		—		—		97,588
Doubtful		—		—		—		—		—		—		—		—		—
Total multifamily residential and residential mixed-use		56,782		21,186		229,634		1,155,721		555,061		1,396,685		4,748		4,705		3,424,522
YTD Gross Charge-Offs		—		—		—		—		—		69		—		—		69

Non-owner-occupied commercial real estate
Pass		95,771		54,625		202,035		695,850		573,086		1,157,080		7,908		15,961		2,802,316
Special mention		—		—		—		—		637		92,057		—		—		92,694
Substandard		—		—		—		—		16,471		21,530		—		—		38,001
Doubtful		—		—		—		—		—		—		—		—		—
Total non-owner-occupied commercial real estate		95,771		54,625		202,035		695,850		590,194		1,270,667		7,908		15,961		2,933,011
YTD Gross Charge-Offs		—		—		—		—		—		23,644		1,824		—		25,468

ADC:
Pass		28,379		18,907		41,151		6,075		4,805		—		15,345		2,141		116,803
Special mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		412		412
Doubtful		—		—		—		—		—		—		—		—		—
Total ADC		28,379		18,907		41,151		6,075		4,805		—		15,345		2,553		117,215
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

Total:
Pass		793,679		541,414		830,653		2,325,377		1,388,074		3,048,116		1,221,569		128,153		10,277,035
Special mention		1,824		107		528		10,070		31,743		224,139		7,822		2,457		278,690
Substandard		—		85		2,944		24,964		27,151		110,383		4,972		24,152		194,651
Doubtful		—		—		—		—		—		611		—		—		611
Total Loans	$	795,503	$	541,606	$	834,125	$	2,360,411	$	1,446,968	$	3,383,249	$	1,234,363	$	154,762	$	10,750,987
YTD Gross Charge-Offs	$	—	$	—	$	—	$	1,492	$	605	$	23,757	$	6,120	$	1,313	$	33,287

For other loans, the Company evaluates credit quality based on payment activity. Other loans that are 90 days or more past due are placed on non-accrual status, while all remaining other loans are classified and evaluated as performing. The following is a summary of the credit risk profile of other loans by internally assigned grade:


		September 30, 2026		December 31, 2025
Performing		$	8,668	$	6,558
Non-accrual			—		—
Total		$	8,668	$	6,558

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8. LEASES

The following table presents the Company’s remaining maturities of undiscounted lease payments, as well as a reconciliation to the discounted operating lease liabilities in the Consolidated Statements of Financial Condition at September 30, 2026:


(In thousands)
2026		$	4,150
2027			15,881
2028			9,604
2029			7,064
2030			5,313
Thereafter			9,720
Total undiscounted lease payments			51,732
Less amounts representing interest			(4,898)
Operating lease liabilities		$	46,834

Other information related to the Company’s operating leases was as follows:

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

 

2026

 

2025

 

2026

 

2025

Operating lease cost

3,855

2,934

11,411

10,275

Cash paid for amounts included in the measurement of operating lease liabilities

3,931

2,911

11,639

10,203


	As of September 30, 2026		As of December 31, 2025
Weighted average remaining lease term	4.6	years	4.3	years
Weighted average discount rate	3.75	%	3.18	%

9. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposure to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The Company engages in fair value hedges, cash flow hedges and freestanding derivatives.

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Effect of Derivatives on the Consolidated Statements of Financial Condition

The tables below present the notional amounts and fair values of the Company’s derivative financial instruments as of September 30, 2026 and December 31, 2025.

September 30, 2026

December 31, 2025

Notional

Fair Value

Notional

Fair Value

(In thousands)

 

Amount

Assets

 

Amount

Assets

Derivatives designated as hedging instruments:

Cash flow hedges - interest rate products

25,000

647

600,000

2,758

Derivatives not designated as hedging instruments:

Interest rate products

1,656,699

99,304

1,655,545

73,557

September 30, 2026

December 31, 2025

Notional

Fair Value

Notional

Fair Value

(In thousands)

 

Amount

Liabilities

Amount

Liabilities

Derivatives designated as hedging instruments:

Fair value hedges - interest rate products

350,000

350,000

Cash flow hedges - interest rate products

450,000

—

Derivatives not designated as hedging instruments:

Interest rate products

1,656,699

99,304

1,655,545

73,557

Risk participations

120,628

—

156,730

Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Operations

The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025.


	Three Months Ended September 30,
	2026				2025
	Interest		Interest		Interest		Interest
(In thousands)	Income		Expense		Income		Expense
Effects of fair value or cash flow hedges are recorded	$	219	$	76	$	(21)		2,077

The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships
Interest contracts:
Hedged items		(450)		—		(437)		—
Derivatives designated as hedging instruments		669		—		416		—

Gain or (loss) on cash flow hedging relationships
Interest contracts:
Amount reclassified from AOCI into income		—		76		—		2,077

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Nine Months Ended September 30,

2026

2025

Interest

(In thousands)

Income

Expense

Income

Expense

Effects of fair value or cash flow hedges are recorded

598

1,740

(848)

5,867

The effects of fair value and cash flow hedging:

Gain or (loss) on fair value hedging relationships

Interest contracts:

Hedged items

(2,674)

—

(2,211)

—

Derivatives designated as hedging instruments

3,272

—

1,363

—

Gain or (loss) on cash flow hedging relationships

Interest contracts:

Amount reclassified from AOCI into income

—

1,740

—

5,867

Fair Value Hedges

The Company uses fair value hedges to protect against changes in fair value of certain interest rate sensitive assets. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

As of September 30, 2026, the Company received $2.0 million from the Chicago Mercantile Exchange (“CME”) clearing house related to the fair value derivatives settled daily to market. As of December 31, 2025, the Company posted $660 thousand to the CME clearing house related to fair value derivatives settled daily to market. The Company pays an average fixed rate of 3.42% and receives a floating rate based on the US federal funds effective rate for the life of the agreement without an exchange of the underlying notional amount.

The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on September 30, 2026 totaled $631.9 million. The amount identified as the last-of-layer in the open hedge relationship was $350.0 million, which is the amount of loans in the closed portfolio anticipated to be outstanding for the designated hedge period. The basis adjustment associated with the hedge was a $2.0 million liability as of September 30, 2026, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship.

The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on December 31, 2025 totaled $666.9 million. The amount identified as the last-of-layer in the open hedge relationship was $350.0 million, which is the amount of loans in the closed portfolio anticipated to be outstanding for the designated hedge period. The basis adjustment associated with the hedge was a $663 thousand asset as of December 31, 2025, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship.

During the three and nine months ended September 30, 2026, the Company recorded credits of $219 thousand and $598 thousand, respectively, from the swap transactions as a component of interest income in the consolidated statements of operations. During the three and nine months ended September 30, 2025, the Company recorded debits of $21 thousand and $848 thousand, respectively, from the swap transactions as a component of interest income in the consolidated statements of operations.

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As of September 30, 2026 and December 31, 2025, the following amounts were recorded on the consolidated statements of financial condition related to cumulative basis adjustment for fair value hedges:

September 30, 2026

December 31, 2025

(In thousands)

 

Carrying Amount of the Hedged Assets

Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets

Carrying Amount of the Hedged Assets

Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets

Fixed Rate Loans

629,876

(2,011)

667,584

663

Cash Flow Hedges

Cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company uses these types of derivatives to hedge the variable cash flows associated with existing or forecasted issuances of short-term borrowings.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. During the next twelve months, the Company estimates that an additional $3.1 million will be reclassified as a decrease to interest expense.

The Company did not terminate any derivatives during the nine months ended September 30, 2026 or September 30, 2025, respectively.

The table below presents the effect of the cash flow hedge accounting on accumulated other comprehensive income (loss) for the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

2026

2025

2026

2025

Gain (loss) recognized in other comprehensive income (loss)

3,611

(3,635)

6,274

(16,609)

Loss reclassified from other comprehensive income into interest expense/income

(76)

(2,077)

(1,740)

(5,867)

All cash flow hedges are recorded gross on the Consolidated Statement of Financial Condition.

Certain cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Company to post cash collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of September 30, 2026 and December 31, 2025, the Company did not post collateral to the third-party counterparties. As of September 30, 2026, the Company received $850 thousand in collateral from its third-party counterparties under the agreements in a net asset position. As of December 31, 2025, the Company received $3.4 million in collateral from its third-party counterparties under the agreements in a net asset position. Additionally, the Bank entered into certain cash flow hedges that are exchange-traded through the CME and are settled daily to market. As of September 30, 2026, the Company received $4.8 million from the CME clearing house, which was accounted for as settlements of derivative liabilities. As of December 31, 2025, the Company posted $5.4 million to the CME clearing house that are accounted for as settlements of the derivative asset.

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Freestanding Derivatives

The Company maintains an interest-rate risk protection program for its loan portfolio in order to offer loan level derivatives with certain borrowers and to generate loan level derivative income. The Company enters into interest rate swap or interest rate floor agreements with borrowers. These interest rate derivatives are designed such that the borrower synthetically attains a fixed-rate loan, while the Company receives floating rate loan payments. The Company offsets the loan level interest rate swap exposure by entering into an offsetting interest rate swap or interest rate floor with an unaffiliated and reputable bank counterparty. These interest rate derivatives do not qualify as designated hedges, under ASC 815; therefore, each interest rate derivative is accounted for as a freestanding derivative. The notional amounts of the interest rate derivatives do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate derivative agreements. The following tables reflect freestanding derivatives included in the consolidated statements of financial condition as of the dates indicated:


	September 30, 2026
		Notional		Fair Value		Fair Value
(Dollars in thousands)	Count	Amount		Assets		Liabilities
Included in derivative assets/liabilities:
Loan level interest rate swaps with borrower	7	$	91,225	$	347	$	—
Loan level interest rate swaps with borrower	210		1,565,474		—		98,957
Loan level interest rate swaps with third-party counterparties	7		91,225		—		347
Loan level interest rate swaps with third-party counterparties	210		1,565,474		98,957		—


	December 31, 2025
		Notional		Fair Value		Fair Value
(Dollars in thousands)	Count	Amount		Assets		Liabilities
Included in derivative assets/liabilities:
Loan level interest rate swaps with borrower	66	$	782,882	$	13,491	$	—
Loan level interest rate swaps with borrower	148		872,663		—		60,066
Loan level interest rate swaps with third-party counterparties	66		782,882		—		13,491
Loan level interest rate swaps with third-party counterparties	148		872,663		60,066		—

Loan level derivative income is recognized on the mark-to-market of the interest rate swap as a fair value adjustment at the time the transaction is closed. Total loan level derivative income is included in non-interest income as follows:

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

2026

2025

2026

2025

Loan level derivative income

702

650

1,709

1,653

The interest rate swap product with the borrower is cross collateralized with the underlying loan and, therefore, there is no posted collateral. Certain interest rate swap agreements with third-party counterparties contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of September 30, 2026, the Company did not post any collateral to its third-party counterparty. As of December 31, 2025, the Company posted $3.0 million in collateral to its third-party counterparties. As of September 30, 2026, the Company received $99.7 million in collateral from its third-party counterparties under the agreements in a net asset position. As of December 31, 2025, the Company received $49.1 million in collateral from its third-party counterparties under the agreements in a net asset position.

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Risk Participation Agreements

The Company enters into risk participation agreements to manage economic risks but does not designate the instruments in hedge relationships. As of September 30, 2026 and December 31, 2025, the notional amounts of risk participation agreements for derivative liabilities were $120.6 million and $156.7 million, respectively. The Company’s risk participation agreements had fair values in a liability position of less than $1 thousand at September 30, 2026 and $8 thousand as of December 31, 2025, respectively.

Credit Risk Related Contingent Features

The Company’s agreements with each of its derivative counterparties state that if the Company defaults on any of its indebtedness, it could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty.

The Company’s agreements with certain of its derivative counterparties state that if the Bank fails to maintain its status as a well-capitalized institution, the Bank could be required to terminate its derivative positions with the counterparty.

For derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, any breach of the above provisions by the Company may require settlement of its obligations under the agreements at the termination value with the respective counterparty. As of September 30, 2026, there were no derivatives in a net liability position, and therefore the termination value was zero. There were no provisions breached for the three or nine months ended September 30, 2026.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 Inputs – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Significant other observable inputs such as any of the following: (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active, (3) inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates), or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level 3 Inputs – Significant unobservable inputs for the asset or liability. Significant unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Significant unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

Securities

The Company’s available-for-sale securities are reported at fair value, which were determined utilizing prices obtained from independent parties. The valuations obtained are based upon market data and often utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (obtained only from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used, or some market inputs may not be applicable. Prioritization of inputs may vary on any given day based on market conditions.

All MBS, CMOs, treasury securities, and agency notes are guaranteed either implicitly or explicitly by U.S. GSEs as of September 30, 2026 and December 31, 2025, respectively. In accordance with the Company’s investment policy, corporate securities are rated “investment grade” at the time of purchase and the financials of the issuers are reviewed quarterly.

Derivatives

Derivatives represent interest rate swaps and estimated fair values are based on valuation models using observable market data as of the measurement date.

The following tables present financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


			Fair Value Measurements
			at September 30, 2026 Using
			Level 1		Level 2		Level 3
(In thousands)	Total		Inputs		Inputs		Inputs
Financial Assets:
Securities available-for-sale:
Agency notes	$	9,980	$	—	$	9,980	$	—
Corporate securities		191,321		—		191,321		—
Pass-through MBS issued by U.S. GSEs		500,286		—		500,286		—
Agency CMOs		183,033		—		183,033		—
State and municipal obligations		12,656		—		12,656		—
Equity securities		2,685		—		2,685		—
Derivative – cash flow hedges		647		—		647		—
Derivative – freestanding derivatives, net		99,304		—		99,304		—
Financial Liabilities:
Derivative – fair value hedges		42		—		42		—
Derivative – cash flow hedges		48		—		48		—
Derivative – freestanding derivatives, net		99,304		—		99,304		—
Derivative – risk participations		—		—		—		—

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			Fair Value Measurements
			at December 31, 2025 Using
			Level 1		Level 2		Level 3
(In thousands)	Total		Inputs		Inputs		Inputs
Financial Assets:
Securities available-for-sale:
Agency Notes	$	9,880	$	—	$	9,880	$	—
Corporate securities		166,459		—		166,459		—
Pass-through MBS issued by U.S. GSEs		391,733		—		391,733		—
Agency CMOs		210,933		—		210,933		—
State and municipal obligations		18,930		—		18,930		—
Equity securities		2,723		—		2,723		—
Derivative – cash flow hedges		2,758		—		2,758		—
Derivative – freestanding derivatives, net		73,557		—		73,557		—
Financial Liabilities:
Derivative – fair value hedge		8		—		8		—
Derivative – freestanding derivatives, net		73,557		—		73,557		—
Derivative – risk participations		8		—		8		—

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis. That is, they are subject to fair value adjustments in certain circumstances. Financial assets measured at fair value on a non-recurring basis include certain individually evaluated loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral.

September 30, 2026

Fair Value Measurements Using:

Quoted Prices

 

In Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Carrying

Assets

Inputs

(In thousands)

Value

(Level 1)

 

(Level 2)

(Level 3)

Individually evaluated loans

26,494

—

26,494

December 31, 2025

Fair Value Measurements Using:

 

Quoted Prices

 

In Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Carrying

Assets

Inputs

(In thousands)

 

Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

Individually evaluated loans

3,655

—

3,655

Individually evaluated loans with an allowance for credit losses at September 30, 2026 had a carrying amount of $26.5 million, which is made up of the outstanding balance of $40.0 million, net of a valuation allowance of $13.5 million. Collateral dependent individually analyzed loans during the three and nine months ended September 30, 2026 resulted in a $3.2 million and $9.6 million credit loss provision, respectively, which is included in the amounts reported in the Consolidated Statements of Operations.

Individually evaluated loans with an allowance for credit losses at December 31, 2025 had a carrying amount of $3.7 million, which is made up of the outstanding balance of $7.5 million, net of a valuation allowance of $3.8 million.

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Financial Instruments Not Measured at Fair Value

The following tables present the carrying amounts and estimated fair values of financial instruments other than those measured at fair value on either a recurring or non-recurring basis for the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value Measurements

at September 30, 2026 Using

Carrying

Level 1

Level 2

Level 3

(In thousands)

Amount

Inputs

Total

Financial Assets:

Cash and due from banks

2,184,800

—

2,184,800

Securities held-to-maturity

701,601

—

611,240

—

611,240

Loans held for sale

2,413

—

2,413

Loans held for investment, net

10,783,113

—

10,524,426

Accrued interest receivable

57,694

—

7,532

50,162

57,694

Financial Liabilities:

Savings, money market and checking accounts ⁽¹⁾

12,103,693

—

12,103,693

Certificates of deposit ("CDs")

1,034,729

—

1,032,348

—

1,032,348

FHLBNY advances

335,000

—

335,130

—

335,130

Subordinated debt, net

231,313

—

223,208

—

223,208

Accrued interest payable

7,810

—

7,810

—

7,810

(1)	Includes mortgage escrow deposits.


			Fair Value Measurements
			at December 31, 2025 Using
	Carrying		Level 1		Level 2		Level 3
(In thousands)	Amount		Inputs		Inputs		Inputs		Total
Financial Assets:
Cash and due from banks	$	2,353,966	$	2,353,966	$	—	$	—	$	2,353,966
Securities held-to-maturity		618,901		—		560,082		—		560,082
Loans held for sale		1,989		—		—		1,989		1,989
Loans held for investment, net		10,657,181		—		—		10,459,618		10,459,618
Accrued interest receivable		55,572		—		6,748		48,824		55,572
Financial Liabilities:
Savings, money market and checking accounts⁽¹⁾		11,724,128		11,724,128		—		—		11,724,128
CDs		1,117,118		—		1,115,830		—		1,115,830
FHLBNY advances		508,000		—		511,074		—		511,074
Subordinated debt, net		272,503		—		267,493		—		267,493
Accrued interest payable		7,752		—		7,752		—		7,752

(1)	Includes mortgage escrow deposits.

11. OTHER INTANGIBLE ASSETS

The following table presents the carrying amount and accumulated amortization of intangible assets that are amortizable.


(In thousands)	September 30, 2026		December 31, 2025
Gross carrying value	$	10,204	$	10,204
Accumulated amortization		(7,865)		(7,266)
Net carrying amount	$	2,339	$	2,938

Amortization expense recognized on intangible assets was $195 thousand and $599 thousand for the three and nine months ended September 30, 2026, respectively. Amortization expense recognized on intangible assets was $236 thousand and $723 thousand for the three and nine months ended September 30, 2025, respectively.

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Estimated amortization expense for the remainder of 2026 through 2030 and thereafter is as follows:


(In thousands)
2026	$	196
2027		664
2028		560
2029		475
2030		411
Thereafter		33
Total	$	2,339

12. FHLBNY ADVANCES

The Bank had borrowings from the FHLBNY totaling $335.0 million and $508.0 million at September 30, 2026 and December 31, 2025, respectively, all of which were fixed rate. In accordance with the Collateral Pledge and Security Agreement with the FHLBNY, the Bank had remaining FHLBNY borrowing capacity of $1.55 billion as of September 30, 2026 and $1.52 billion as of December 31, 2025, and maintained sufficient qualifying collateral, as defined by the FHLBNY.

For the three months ended September 30, 2026, the Company did not incur any prepayment penalty expense related to the extinguishment of FHLBNY advances. For the nine months ended September 30, 2026, the Company had $515 thousand of prepayment penalty expense related to the extinguishment of FHLBNY advances. During the three and nine months ended September 30, 2025, the Company did not incur any prepayment penalty expense related to the extinguishment of FHLBNY advances.

The following table is a summary of FHLBNY extinguishments for the periods presented:

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in thousands)

2026

2025

2026

2025

FHLBNY advances extinguished

48,000

Weighted average rate

4.20

Loss on extinguishment of debt

515

The following table presents the contractual maturities of FHLBNY advances for each of the next five years.


(Dollars in thousands)	September 30, 2026		December 31, 2025
2026, fixed rate at rates from 3.82% to 4.14%		275,000		400,000
2027, fixed rate at 4.25%		—		36,000
2028, fixed rate at 4.04%		—		12,000
2029, fixed rate at rates from 3.98% to 4.03%		60,000		60,000
Total FHLBNY advances	$	335,000	$	508,000

Total FHLBNY advances had a weighted average interest rate of 4.01% and 4.00% at September 30, 2026 and December 31, 2025, respectively.

13. SUBORDINATED DEBENTURES

On June 28, 2024, the Company issued $65.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2034 (the “2024 Notes”). The 2024 Notes are callable at par after five years, have a stated maturity of July 15, 2034, and bear interest at a fixed annual rate of 9.00% per year, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing on October 15, 2024. The last interest payment for the fixed rate period will be July 15, 2029. From and including July 15, 2029, to, but excluding the stated maturity date or any earlier redemption date, the interest rate will reset quarterly to an annual interest rate equal to the benchmark rate (which is expected to be Three-Month Term Secured Overnight Financing Rate (“SOFR”)) plus 495.1 basis points, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing on October 15, 2029.

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Subsequently, on July 9, 2024, the Company issued and sold an additional $9.8 million of the 2024 Notes, pursuant to an overallotment option granted to the underwriters of the offering. Including the overallotment option, the total gross proceeds from the offering were $74.8 million, before discounts and offering expenses.

On May 6, 2022, the Company issued $160.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2032 (“the 2022 Notes”). The 2022 Notes are callable at par after five years, have a stated maturity of May 15, 2032 and bear interest at a fixed annual rate of 5.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2022. The last interest payment for the fixed rate period will be May 15, 2027. From and including May 15, 2027 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the benchmark rate (which is expected to be Three-Month Term SOFR) plus 218-basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2027. The Company used the net proceeds of the offering for the repayment of $115.0 million of the Company’s 4.50% fixed-to-floating rate subordinated notes due 2027 on June 15, 2022, and $40.0 million of the Company’s 5.25% fixed-to-floating rate subordinated debentures due 2025 on June 30, 2022. The repayment of the subordinated notes due 2027 resulted in a pre-tax write-off of debt issuance costs of $740 thousand, which was recognized in loss on extinguishment of debt in non-interest expense.

The $40.0 million of fixed-to-floating rate subordinated debentures, that were redeemed during the first quarter of 2026, were issued by the Company in September 2015, were callable at par after ten years and had a stated maturity of September 30, 2030. The interest rate was fixed at 5.75% for the first ten years. From and including September 30, 2025 to the maturity date or early redemption date, the interest rate reset quarterly to an annual interest rate equal to the then-current three-month CME Term SOFR plus 372 basis points.

During the first quarter of 2026, the Company redeemed at par all of its outstanding $40.0 million principal amount of its Fixed/Floating Subordinated Debentures due 2030. Upon redemption, the Company recognized a pre-tax gain of $1.5 million, which was recorded in non-interest expense.

The subordinated debentures totaled $231.3 million and $272.5 million at September 30, 2026 and December 31, 2025, respectively. Interest expense related to the subordinated debentures was $3.8 million and $4.3 million during the three months ended September 30, 2026 and 2025, respectively. Interest expense related to the subordinated debentures was $12.1 million and $12.9 million during the nine months ended September 30, 2026 and 2025, respectively. The subordinated debentures are included in tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

14. RETIREMENT AND POSTRETIREMENT PLANS

The Bank maintains the Retirement Plan of Dime Commercial Bank (“Employee Retirement Plan”) and previously maintained the BNB Bank Pension Plan, which was terminated and fully settled by March 31, 2025. Both are noncontributory pension plans that covered all eligible employees.

Employee Retirement Plan

The Bank sponsors the Employee Retirement Plan, a tax-qualified, noncontributory, defined-benefit retirement plan. Prior to April 1, 2000, substantially all full-time employees of at least 21 years of age were eligible for participation after one year of service. Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan. Effective December 31, 2023, the Employee Retirement Plan was terminated. Retirement benefits of the plan were vested as they were earned. For the year ended December 31, 2025, the Bank used December 31^st as its measurement date for the Employee Retirement Plan.

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BNB Bank Pension Plan

During 2012, Bridge Bancorp, Inc., (“Bridge”) amended the BNB Bank Pension Plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered Bridge employees. Additionally, new Bridge employees hired on or after October 1, 2012 were not eligible for the BNB Bank Pension Plan. Effective December 31, 2023, the Bank froze all participant benefits under the BNB Pension Plan, the impact of which is reflected in the recorded curtailment as of December 31, 2023. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the BNB Bank Pension Plan effective December 31, 2023. The termination was effectively completed by March 31, 2025, and all related liabilities were fully settled. Retirement benefits of the plan were vested as they were earned.

The following tables represent the components of net periodic benefit (credit) cost associated with these plans:


	Three Months Ended September 30,
	2026		2025
	Employee		BNB Bank		Employee
(In thousands)	Retirement Plan		Pension Plan		Retirement Plan
Service cost	$	—	$	—	$	—
Interest cost		207		—		217
Expected return on assets		(315)		—		(323)
Amortization of unrealized loss		258		—		233
Net periodic benefit (credit)	$	150	$	—	$	127
Settlement loss recognized		—				—
Total benefit cost	$	150	$	—	$	127


	Nine Months Ended September 30,
	2026		2025
	Employee		BNB Bank		Employee
(In thousands)	Retirement Plan		Pension Plan		Retirement Plan
Service cost	$	—	$	—	$	—
Interest cost		622		271		652
Expected return on assets		(945)		(534)		(968)
Amortization of unrealized loss		773		49		698
Net periodic benefit (credit)	$	450	$	(214)	$	382
Settlement loss recognized		—		7,231		—
Total benefit cost	$	450	$	7,017	$	382

There were no contributions to the Employee Retirement Plan for the three or nine months ended September 30, 2026 and 2025. There were no contributions to the BNB Bank Pension Plan for the three and nine months ended September 30, 2025, prior to the termination being completed.

401(k) Plan

The Company maintains a 401(k) Plan (the “401(k) Plan”), which covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the first pay date following the 60^th day of employment, unless they elect not to participate. Participants may contribute a portion of their pre-tax base salary, generally not to exceed $24,500 for the calendar year ended December 31, 2026. Under the provisions of the 401(k) Plan, Dime Commercial Bank provides an employer non-elective contribution to employee accounts equivalent to 3% of eligible compensation. Participants can invest their account balances into several investment alternatives. The 401(k) Plan does not allow for investment of new contributions in the Company’s common stock, nor does it allow participants to transfer existing balances into the Company’s common stock. The 401(k) Plan held Company common stock within the accounts of participants totaling $7.0 million and $6.3 million at September 30, 2026 and 2025, respectively. During the three and nine months ended September 30, 2026, total expense recognized as a component of salaries and employee benefits expense for the 401(k)

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Plan was $667 thousand and $2.7 million, respectively. During the three and nine months ended September 30, 2025, total expense recognized as a component of salaries and employee benefits expense for the 401(k) Plan was $629 thousand and $2.6 million, respectively.

15. STOCK-BASED COMPENSATION

In May 2021, the Company’s shareholders approved the Dime Commercial Bancshares, Inc. f/k/a/ Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) to provide the Company with sufficient equity compensation to meet the objectives of appropriately incentivizing its officers, other employees, and directors to execute our strategic plan to build shareholder value, while providing appropriate shareholder protections. The Company no longer makes grants under its prior equity plans (the “Legacy Stock Plans”). Awards outstanding under the Legacy Stock Plans will continue to remain outstanding and subject to the terms and conditions of the Legacy Stock Plans. An additional 1,185,000 shares of common stock were reserved to be issued under the 2021 Equity Incentive Plan following stockholder approval at the Annual Meeting of Shareholders on May 23, 2024. At September 30, 2026, there were 811,247 shares reserved for issuance under the 2021 Equity Incentive Plan.

Stock Option Awards

The following table presents a summary of activity related to stock options granted under the Legacy Stock Plans, and changes during the period then ended:


							Weighted-
				Weighted-			Average
				Average			Remaining		Aggregate
		Number of		Exercise			Contractual		Intrinsic
(Dollars in thousands except share and per share amounts)		Options		Price			Years		Value
Options outstanding at January 1, 2026		26,995		$	35.39		3.2		$	—
Options exercised		(26,995)			35.39		—			—
Options forfeited		—			—		—			—
Options outstanding at September 30, 2026		—		$	—		—		$	—
Options vested and exercisable at September 30, 2026		—		$	—		—		$	—

Information related to stock options during each period is as follows:


		Three Months Ended					Nine Months Ended
		September 30,					September 30,
(In thousands)		2026			2025		2026			2025
Cash received for option exercise cost		$	—		$	—	$	—		$	—
Income tax expense recognized on stock option exercises			—			—		—			—
Intrinsic value of options exercised			—			—		74			—

As of September 30, 2026, there were no stock options outstanding or vested. All outstanding stock options were exercised during the nine months ended September 30, 2026 and were settled. Accordingly, the Company did not receive any cash proceeds from the exercise of such stock options.

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Restricted Stock Awards

The Company has made RSA grants to outside Directors and certain officers under the Legacy Stock Plans and the 2021 Equity Incentive Plan. Typically, awards to outside Directors fully vest on the first anniversary of the grant date, while awards to officers vest over a pre-determined requisite period. All awards were made at the fair value of the Company’s common stock on the grant date. Compensation expense on all RSAs is based upon the fair value of the shares on the respective dates of the grant.

The following table presents a summary of activity related to the RSAs granted, and changes during the period then ended:


				Weighted-
				Average
		Number of		Grant-Date
		Shares		Fair Value
Unvested allocated shares outstanding at January 1, 2026		457,368		$	24.88
Shares granted		333,762			33.71
Shares vested		(241,818)			24.53
Shares forfeited		(33,795)			26.60
Unvested allocated shares outstanding at September 30, 2026		515,517		$	30.65

Information related to RSAs during each period is as follows:

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

 

2026

 

2025

2026

 

2025

Compensation expense recognized

1,734

1,435

4,735

4,099

Income tax benefit recognized on vesting of RSAs

696

367

As of September 30, 2026, there was $12.2 million of total unrecognized compensation cost related to unvested RSAs to be recognized over a weighted-average period of 2.2 years.

Performance-Based Share Awards

The Company maintains a Long-Term Incentive Plan (“LTIP”) for certain officers, which meets the criteria for equity-based accounting. For each award, threshold (50% of target), target (100% of target) and stretch (150% of target) opportunities are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain goals that were established at the onset of the performance period and cannot be altered subsequently. Shares of common stock are issued on the grant date and held as unvested stock awards until the end of the performance period. Shares are issued at the stretch opportunity to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period. Compensation expense on PSAs is based upon the fair value of the shares on the date of the grant for the expected aggregate share payout as of the period end.

The following table presents a summary of activity related to the PSAs granted, and changes during the period then ended:


				Weighted-
				Average
		Number of		Grant-Date
		Shares		Fair Value
Maximum aggregate share payout at January 1, 2026		307,498		$	21.41
Shares granted		105,326			32.76
Shares forfeited		(19,954)			24.63
Shares vested		(136,895)			18.59
Maximum aggregate share payout at September 30, 2026		255,975		$	27.34
Minimum aggregate share payout		—			—
Expected aggregate share payout		255,975		$	27.34

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Information related to PSAs during each period is as follows:

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

 

2026

 

2025

2026

 

2025

Compensation expense recognized

538

628

1,867

1,639

Income tax benefit (expense) recognized on vesting of PSAs

594

—

696

(9)

As of September 30, 2026, there was $3.0 million of total unrecognized compensation cost related to unvested PSAs based on the expected aggregate share payout to be recognized over a weighted-average period of 1.8 years.

16. INCOME TAXES

During the three months ended September 30, 2026 and 2025, the Company’s consolidated effective tax rates were 25.8% and 31.0%, respectively. During the nine months ended September 30, 2026 and 2025, the Company’s consolidated effective tax rates were 27.2% and 27.7%, respectively. There were no significant unusual income tax items during the three or nine months ended September 30, 2026 and 2025, respectively.

17. SEGMENT REPORTING

The Chief Executive Officer, who is designated as the chief operating decision maker (“CODM”), determines the Company’s reportable segment. The Chief Executive Officer along with others in the Company’s executive management evaluates performance and allocates resources based upon analysis of the Company as one operating segment or unit. The activities of the Company comprise one reportable segment, “Commercial Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on the manner in which it supports the other activities of the Company. All the consolidated assets are attributable to the Commercial Banking segment. The accounting policies of the Commercial Banking segment are the same as those described in Note 1 “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2025.

The Company provides a range of commercial banking services, including lending, personal and business banking, treasury management and merchant services, and other financial services primarily to individuals, businesses, and municipalities in the Greater Long Island area.

The CODM is provided with the Company’s consolidated statements of financial condition and operations and evaluates the Company’s operating results based on consolidated net interest income, non-interest income, non-interest expense, and net income, which can be seen on the consolidated statement of operations. These results are used to benchmark the Company against its competitors. Other significant non-cash items assessed by the CODM are depreciation, amortization and provision for credit losses consistent with the reporting on the consolidated statements of cash flows. Expenditures for long-lived assets are also evaluated and are consistent with the reporting on the consolidated statements of cash flows. Strategic plans and budget to actual monitoring are evaluated as one reportable segment. The actual results are used in assessing performance of the segment and in establishing management’s compensation. All revenues are derived from banking operations within the United States, and for the three and nine months ended September 30, 2026 and 2025, no customer accounted for more than 10% of the Company's consolidated revenue.

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18. SUBSEQUENT EVENT

On October 20, 2026, the Company and ES Bancshares, Inc. (“Empire”) jointly announced the signing of a definitive merger agreement pursuant to which Empire will merge with and into Dime, and Empire’s wholly owned subsidiary, Empire State Bank, will merge with and into Dime Commercial Bank (the “Proposed Merger”). Empire State Bank, headquartered in Staten Island, New York, operates five branch locations serving businesses and customers throughout Staten Island and Brooklyn. Under the terms of the definitive merger agreement, Dime Commercial Bancshares, Inc. will issue 720,000 shares of its common stock and $30.0 million in cash to the stockholders of Empire. Stockholders of Empire will have the option to elect to receive stock or cash consideration, subject to the proration provisions set forth in the merger agreement. The Proposed Merger is subject to customary closing conditions, including the receipt of required regulatory approvals and approval by the stockholders of Empire. The Proposed Merger is expected to close in the first quarter of 2027.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Dime Commercial Bancshares, Inc., formerly known as Dime Community Bancshares, Inc., is a New York corporation and bank holding company formed in 1988. Dime Commercial Bank, formerly known as Dime Community Bank, is the Company’s wholly-owned subsidiary. The name change became effective during the quarter ended June 30, 2026 and did not affect the Company’s organizational structure, operations, or financial results. On a parent-only basis, the Company has minimal operations, other than as owner of Dime Commercial Bank. The Company is dependent on dividends from its wholly-owned subsidiary, Dime Commercial Bank, its own earnings, additional capital raised, and borrowings as sources of funds.

The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank's results of operations are primarily dependent on its net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowings. The Bank also generates non-interest income, such as fee income on deposit and loan accounts, merchant credit and debit card processing programs, loan swap fees, investment services, income from its title insurance subsidiary, and net gains on sales of securities and loans. The level of non-interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from the Bank’s title insurance subsidiary, and income tax expense, further affects our net income. Certain reclassifications have been made to prior year amounts and the related discussion and analysis to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders' equity.

Selected Financial Highlights and Other Data

(Dollars in Thousands Except Per Share Amounts)


		At or for the						At or for the
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025
Per Share Data:
Reported EPS (Diluted)		$	0.90		$	0.59		$	2.40		$	1.67
Cash dividends paid per common share			0.25			0.25			0.75			0.75
Book value per common share			32.10			30.44			32.10			30.44
Dividend payout ratio			27.78	%		42.37	%		31.25	%		44.91	%
Performance and Other Selected Ratios:
Return on average assets			1.10	%		0.77	%		0.99	%		0.75	%
Return on average equity			10.77			7.59			9.71			7.31
Net interest spread			2.41			2.00			2.39			1.98
Net interest margin			3.35			3.01			3.28			2.98
Average interest-earning assets to average interest-bearing liabilities			154.10			148.06			151.40			147.35
Non-interest expense to average assets			1.73			1.73			1.72			1.78
Efficiency ratio			48.4			53.8			50.1			57.1
Loan-to-deposit ratio at end of period			83.1			88.9			83.1			88.9
Effective tax rate			25.83			30.98			27.21			27.66
Asset Quality Summary:
Non-performing loans ⁽¹⁾		$	99,067		$	72,054		$	99,067		$	72,054
Non-performing assets⁽²⁾			99,517			72,054			99,517			72,054
Net charge-offs			9,749			12,586			27,985			25,049
Non-performing assets/Total assets			0.64	%		0.50	%		0.64	%		0.50	%
Non-performing loans held for investment/Total loans held for investment			0.89			0.67			0.89			0.67
Allowance for credit losses/Total loans			0.99			0.88			0.99			0.88
Allowance for credit losses/Non-performing loans held for investment			111.54			130.54			111.54			130.54

(1)	Non-performing loans are defined as all loans (including loans held for sale) on non-accrual status.

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(2)	September 30, 2026 balance includes one non-performing available for sale security in the amount of $450 thousand.

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Announced Acquisition

On October 20, 2026, the Company and ES Bancshares, Inc. (“Empire”) jointly announced the signing of a definitive merger agreement pursuant to which Empire will merge with and into Dime, and Empire’s wholly owned subsidiary, Empire State Bank, will merge with and into Dime Commercial Bank (the “Proposed Merger”). Empire State Bank, headquartered in Staten Island, New York, operates five branch locations serving businesses and customers throughout Staten Island and Brooklyn. As of September 30, 2026, Empire had total assets of approximately $596 million, total loans receivable, net of $518 million, and total deposits of $491 million. The Proposed Merger is subject to regulatory approvals, Empire stockholder approval and other customary closing conditions.

Critical Accounting Policies

Note 1. Summary of Significant Accounting Policies, to the Company’s Audited Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025 contains a summary of significant accounting policies. These critical accounting estimates involve a significant degree of complexity and require management to make difficult subjective judgments which often necessitate assumptions or estimates about highly uncertain matters. Policies with respect to the methodology used to determine the allowance for credit losses on loans held for investment are important to the presentation of the Company’s consolidated financial condition and results of operations. The use of different judgments, assumptions or estimates could result in material variations in the Company’s consolidated results of operations or financial condition.

Management has reviewed the following critical accounting estimates and related disclosures with its Audit Committee.

Allowance for Credit Losses on Loans Held for Investment

Methods and Assumptions Underlying the Estimate

The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent in our loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and realized losses, net of recoveries, are charged against the allowance.

Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In determining the allowance for credit losses for loans that share similar risk characteristics, the Company utilizes a model which compares the amortized cost basis of the loan to the net present value of expected cash flows to be collected. Expected credit losses are determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics. For a loan that does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. Within the model, assumptions are made in the determination of probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods.

Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of a peer group of banks that operate in and around Dime’s footprint. These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables. Adjustments to the quantitative results are made using qualitative factors, which are subjective and require significant management judgment. These factors include: (1) lending policies and procedures and the experience, ability, and depth of the lending management and other relevant staff; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the volume and severity of past due loans; (5) the quality of our loan review system; (6) the value of underlying collateral for collateralized loans; (7) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (8) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

Although management believes that it uses the best information available to establish the Allowance for Credit Loss, management assesses the sensitivity of key quantitative assumptions including macroeconomic forecasts and prepayment

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rate assumptions. Changes in quantitative inputs may not occur in the same direction or magnitude across all segments of our loan portfolio and deterioration in some quantitative inputs may offset improvement in others.

Uncertainties Regarding the Estimate

Estimating the timing and amounts of future losses is subject to significant management judgment as these projected cash flows rely upon the estimates discussed above and factors that are reflective of current or future expected conditions. These estimates depend on the duration of current overall economic conditions, industry, borrower, or portfolio specific conditions. Volatility in certain credit metrics and differences between expected and actual outcomes are to be expected.

Customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs.

Impact on Financial Condition and Results of Operations

If our assumptions prove to be incorrect, the allowance for credit losses may not be sufficient to cover expected losses in the loan portfolio, resulting in additions to the allowance. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance through charges to earnings which would materially decrease our net income.

We may experience significant credit losses if borrowers experience financial difficulties, which could have a material adverse effect on our operating results.

In addition, various regulatory agencies, as an integral part of the examination process, periodically review the allowance for credit losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination.

Liquidity and Capital Resources

The Board of Directors has approved a liquidity policy that it reviews and updates at least annually. Senior management is responsible for implementing the policy. The Bank’s Asset Liability Committee (“ALCO”) is responsible for general oversight and strategic implementation of the policy and management of the appropriate departments are designated responsibility for implementing any strategies established by ALCO. On a daily basis, appropriate senior management receives a current cash position report and 30-day forecast to ensure that all short-term obligations are timely satisfied, and that adequate liquidity exists to fund future activities. Reports detailing the Bank’s liquidity reserves are presented to appropriate senior management on at least a monthly basis, and the Board of Directors at each of its meetings. In addition, a twelve-month liquidity forecast is presented to ALCO to assess potential future liquidity concerns. A forecast of cash flow data for the upcoming 12 months is presented to the Board of Directors no less than annually. Given recent banking industry events, management monitors the level of uninsured deposits on a regular basis.

Liquidity is primarily needed to meet customer borrowing commitments and deposit withdrawals, either on demand or on contractual maturity, to repay borrowings as they mature, to fund current and planned expenditures and to make new loans and investments as opportunities arise. The Bank’s primary sources of funding for its lending and investment activities include deposits, loan payments, investment security principal and interest payments and advances from the FHLBNY. The Bank may also sell or securitize selected multifamily residential, mixed-use or one-to-four family residential real estate loans to private sector secondary market purchasers and has in the past sold such loans to Federal National Mortgage Association and Federal Home Loan Mortgage Corporation (“FHLMC”). The Company may additionally issue debt or equity under appropriate circumstances. Although maturities and scheduled amortization of loans and investments are predictable sources of funds, deposit flows and prepayments on real estate loans and MBS are influenced by interest rates, economic conditions and competition.

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The Bank is a member of American Financial Exchange (“AFX”), through which it may either borrow or lend funds on an overnight or short-term basis with other member institutions. The availability of funds changes daily. At September 30, 2026 and December 31, 2025, the Bank did not have any such borrowings outstanding through the AFX.

The Bank utilizes repurchase agreements as part of its borrowing policy to add liquidity. Repurchase agreements represent funds received from customers, generally on an overnight basis, which are collateralized by investment securities. As of September 30, 2026 and December 31, 2025, the Bank did not have any repurchase agreements.

The Bank gathers deposits in direct competition with commercial banks, savings banks and brokerage firms, many among the largest in the nation. It must additionally compete for deposit monies against the stock and bond markets, especially during periods of strong performance in those arenas. The Bank’s deposit flows are affected primarily by the pricing and marketing of its deposit products compared to its competitors, as well as the market performance of depositor investment alternatives such as the U.S. bond or equity markets. To the extent that the Bank is responsive to general market increases or declines in interest rates, its deposit flows should not be materially impacted. However, favorable performance of equity or bond markets could adversely impact the Bank’s deposit flows.

Total deposits (including mortgage escrow deposits) increased $297.2 million during the nine months ended September 30, 2026, compared to an increase of $375.5 million during the nine months ended September 30, 2025. The increase in deposits during the current period was primarily due to increases in money market accounts and non-interest-bearing checking deposits, partially offset by a decrease in interest-bearing checking deposits, and savings accounts.

In the event that the Bank should require funds beyond its ability or desire to generate them internally, additional sources of funds are available through a borrowing line at the FHLBNY, borrowing capacity at the AFX, lines of credit with unaffiliated correspondent banks, and various brokered deposit sources. At September 30, 2026, the Bank had remaining borrowing capacity of $1.55 billion through the FHLBNY, subject to customary minimum FHLBNY common stock ownership requirements (i.e., 4.5% of the Bank’s outstanding FHLBNY borrowings). The Bank also had access to the Federal Reserve Bank (“FRB”) Discount Window. At September 30, 2026, an available line of credit totaling $304.4 million was in place at the FRB backed by investment securities with no advances drawn. Additionally, at September 30, 2026, a line of credit totaling $4.19 billion was in place at the FRB secured by certain qualifying one-to-four family residential mortgage loans, construction loans and commercial real estate loans with no amounts drawn.

The Bank reduced its outstanding FHLBNY advances by $173.0 million during the nine months ended September 30, 2026, compared to a reduction of $100.0 million during the nine months ended September 30, 2025. See Note 12. “FHLBNY Advances” for further information.

Subordinated debentures totaled $231.3 million at September 30, 2026 compared to $272.5 million at December 31, 2025. See Note 13. “Subordinated Debentures” to our Consolidated Financial Statements for further information.

During the nine months ended September 30, 2026 and 2025, business loan originations excluding new lines were $516.1 million and $279.5 million, respectively. During the nine months ended September 30, 2026 and 2025, real estate loan originations excluding new lines (excluding owner-occupied commercial real estate) totaled $334.2 million and $196.3 million, respectively.

The Company and the Bank are subject to minimum regulatory capital requirements imposed by their primary federal regulators. As a general matter, these capital requirements are based on the amount and composition of an institution’s assets. At September 30, 2026, both the Company and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank was considered “well capitalized” for all regulatory purposes.

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The following table summarizes Company and Bank capital ratios calculated under the Basel III Capital Rules framework as of the period indicated:


	Actual Ratios at September 30, 2026
							Basel III
				Consolidated			Minimum			To Be Categorized as
	Bank			Company			Requirement			“Well Capitalized” ⁽¹⁾
Tier 1 common equity ratio		14.4	%		11.8	%		4.5	%	6.5	%
Tier 1 risk-based capital ratio		14.4			12.8			6.0		8.0
Total risk-based capital ratio		15.4			16.0			8.0		10.0
Tier 1 leverage ratio		10.6			9.4			4.0		5.0

(1)	Only the Bank is subject to these requirements.

During the nine months ended September 30, 2026, the Company resumed activity under its share repurchase program. The Company repurchased 298,003 shares of common stock for $12.2 million during the quarter ended September 30, 2026. The timing and amount of any future repurchases will depend on market conditions, capital requirements, and other factors deemed relevant by management and the Board of Directors. As of September 30, 2026, 1,268,944 shares remained available for purchase under the authorized share repurchase programs. See “Part II - Item 2. Other Information - Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities” for additional information about repurchases of common stock.

The Company paid $5.5 million in cash dividends on its preferred stock during the nine months ended September 30, 2026 and 2025, respectively.

The Company paid $32.3 million and $32.2 million in cash dividends on its common stock during the nine months ended September 30, 2026 and 2025, respectively.

Contractual Obligations

The Bank generally has outstanding borrowings in the form of FHLBNY advances, short-term or overnight borrowings, subordinated debt, as well as customer CDs with fixed contractual interest rates. In addition, the Bank is obligated to make rental payments under leases on certain branches and equipment.

Off-Balance Sheet Arrangements

As part of its loan origination business, the Bank generally has outstanding commitments to extend credit to borrowers, which are originated pursuant to its regular underwriting standards. Available lines of credit may not be drawn on or may expire prior to funding, in whole or in part, and amounts are not estimates of future cash flows. As of September 30, 2026, the Bank had $189.5 million of firm loan commitments that were accepted by the borrowers.

Additionally, in connection with a loan securitization completed in December 2017, the Bank executed a reimbursement agreement with FHLMC that obligates the Company to reimburse FHLMC for any contractual principal and interest payments on defaulted loans, not to exceed 10% of the original principal amount of the loans comprising the aggregate balance of the loan pool at securitization. The maximum exposure under this reimbursement obligation is $28.0 million. The Bank has pledged $27.9 million of pass-through MBS issued by U.S. GSEs as collateral.

Concentrations of Lending Activities

Non-owner occupied commercial real estate loans and multifamily residential and residential mixed-use loans have collectively represented the largest percentage of the Company’s loan portfolio, accounting for 52% and 59% of total loans held for investment as of September 30, 2026 and December 31, 2025, respectively. Non-owner occupied commercial real estate loans represented 25% and 27% of total loans held for investment as of September 30, 2026 and December 31, 2025, respectively. Multifamily residential and residential mixed-use loans represented 27% and 32% of total loans held for investment as of September 30, 2026 and December 31, 2025, respectively. The Company expects that non-owner

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occupied commercial real estate loans and multifamily residential and residential mixed-use loans will continue to be a significant portion of the Company’s total loan portfolio.

Non-owner occupied commercial real estate loans and multifamily residential and residential mixed-use loans are subject to a varying degree of risk associated with changing general economic conditions. The Company employs heightened risk management practices that address key elements, including board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and maintenance of appropriate capital levels as needed to support lending activities.

Despite the Company's concentration in non-owner occupied commercial real estate and multifamily residential and residential mixed-use loans, the properties securing these portfolios are diversified in terms of type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry. As a matter of policy, the non-owner occupied commercial real estate loan and the multifamily residential and residential mixed-use loan portfolios are subject to risk exposure limits by individual asset classes as well as geographic collateral locations outside of our market areas.

We regularly identify and assess concentration levels through ongoing reporting to our Board of Directors as well as committees at both the Board and Management levels. The management team has extensive knowledge and experience in underwriting non-owner occupied commercial real estate loans and multifamily residential and residential mixed-use loans. Management has established the Credit Risk Management Committee which meets quarterly to review all policies and procedures, large lending exposures, and emerging trends including trends related to delinquency, debt service coverage ratios, loan-to-value, and loan ratings to aid in early detection and escalation of potential issues. The Company has a dedicated team responsible for conducting comprehensive annual reviews of the portfolios, ensuring consistent oversight. Credit underwriting standards are periodically reviewed and adjusted based upon observations from our ongoing monitoring of economic conditions in major real estate markets in which we lend. In response to the current dynamic interest rate environment and changes in the benchmark rates that determine loan pricing, the Company has enhanced its stress testing and loan review activities to mitigate interest rate reset risk with a specific emphasis on borrowers' abilities to absorb the impact of higher interest loan rates and measure the resiliency of the portfolios. As a general rule, Management takes a selective approach to originating non-owner occupied commercial real estate and multifamily residential and residential mixed-use loans, prioritizing quality and strategic alignment.

The following tables present the composition by property type and weighted average loan-to-value (“LTV”) of the Company’s non-owner occupied commercial real estate loans:

September 30, 2026

Weighted

Average

(Dollars in thousands)

Other

Balance

LTV

 

Investor commercial real estate:

Retail

875,500

63,848

18,261

957,609

Investor office

335,272

122,608

3,000

460,880

Warehouse/ Industrial

313,532

12,132

43,692

369,356

Hotels

311,757

412

11,533

323,702

Supportive housing

160,935

—

160,935

Educational facility or library

110,860

—

110,860

Medical office

71,738

—

27,374

99,112

Other ⁽¹⁾

242,010

27,355

1,756

271,121

Total investor commercial real estate

2,421,604

226,355

105,616

2,753,575

(1)	Includes various property types such as gas stations, restaurants, storage facilities, medical facilities, and other special use properties.

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	December 31, 2025
									Weighted
									Average
(Dollars in thousands)		NY		NJ		Other	Balance		LTV
Investor commercial real estate:
Retail	$	956,123	$	65,449	$	3,463	$	1,025,035	51	%
Investor office		386,265		141,502		3,055		530,822	59
Warehouse/Industrial		301,698		14,510		68,057		384,265	54
Hotels		329,424		419		11,709		341,552	56
Supportive housing		168,858		—		—		168,858	57
Educational facility or library		112,360		—		—		112,360	57
Medical office		73,319		—		27,852		101,171	60
Other ⁽¹⁾		263,651		2,663		2,634		268,948	58
Total investor commercial real estate	$	2,591,698		224,543		116,770	$	2,933,011	55	%

(1)	Includes various property types such as gas stations, restaurants, storage facilities, medical facilities, and other special use properties.

The following table presents the composition by property type and weighted average LTV of the Company’s multifamily residential and residential mixed-use loans:


	September 30, 2026
			Weighted
	Total		Average
(Dollars in thousands)	Balance		LTV
Multifamily residential and residential mixed-use:
New York City⁽¹⁾
100% rent regulated⁽²⁾	$	463,499	62	%
Majority rent regulated ⁽²⁾		536,888	59
Majority free market ⁽²⁾		1,335,885	53
Total New York City		2,336,272	56

Outside New York City		615,721	56
Total multifamily residential and residential mixed-use	$	2,951,993	56	%

(1)	New York City includes the Bronx, Brooklyn, Queens, Staten Island and Manhattan.

(2)	Composition based on revenue.


	December 31, 2025
			Weighted
	Total		Average
(Dollars in thousands)	Balance		LTV
Multifamily residential and residential mixed-use:
New York City⁽¹⁾
100% rent regulated⁽²⁾	$	514,403	59	%
Majority rent regulated ⁽²⁾		585,325	59
Majority free market⁽²⁾		1,644,100	54
Total New York City		2,743,828	56

Outside New York City		680,694	57
Total multifamily residential and residential mixed-use	$	3,424,522	56	%

(1)	New York City includes the Bronx, Brooklyn, Queens, Staten Island and Manhattan.

(2)	Composition based on revenue.

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Additional information related to the non-owner occupied commercial real estate and multifamily residential and residential mixed-use portfolios is presented in the table below as of September 30, 2026 and December 31, 2025:


	September 30, 2026			December 31, 2025
			Number of			Number of
	Average		loans	Average		loans
(Dollars in thousands)	Loan Size		> $20 million	Loan Size		> $20 million
Investor commercial real estate:
Retail	$	2,690	3	$	2,582	3
Investor Office		5,620	7		5,964	8
Warehouse/ Industrial		3,808	3		3,805	4
Hotels		8,518	8		8,758	8
Supportive housing		22,991	3		21,107	3
Educational facility or library		10,078	—		10,215	—
Medical office		5,506	1		5,621	1
Other ⁽¹⁾		2,443	2		2,359	1

Multifamily residential and residential mixed-use:
New York City⁽²⁾
100% rent regulated ⁽³⁾		2,479	—		2,485	—
Majority rent regulated ⁽³⁾		3,556	2		3,728	2
Majority free market ⁽³⁾		3,732	6		3,850	6
Outside New York City		5,174	7		4,760	7

(1)	Includes various property types such as gas stations, restaurants, storage facilities, medical facilities, and other special use properties.

(2)	New York City includes the Bronx, Brooklyn, Queens, Staten Island and Manhattan.

(3)	Composition based on revenue.

Asset Quality

General

We do not originate or purchase loans, either whole loans or loans underlying MBS, which would have been considered subprime loans at origination, i.e., real estate loans advanced to borrowers who did not qualify for market interest rates because of problems with their income or credit history. See Note 6 to our unaudited condensed Consolidated Financial Statements for a discussion of evaluation for impaired securities.

Monitoring and Collection of Delinquent Loans

All past due loans are reported beginning on the first day a payment is past due through a Past Due Loan Report, which is distributed to lenders and management for follow-up and awareness. Consistent with customary grace periods, collection follow-up activities generally commence on or about the tenth day past due. Thereafter, past due follow-up calls are conducted on a weekly basis, as appropriate. Management reviews delinquent loans monthly and reports to the Board of Directors or appropriate Committees of the Board at each regularly scheduled meeting regarding the status of all non-performing and otherwise delinquent loans in the loan portfolio.

Our loan servicing policies and procedures require that a past due notice be sent to a delinquent borrower in accordance with the terms of the loan. Loan documents generally provide that a payment is deemed late between one and fifteen days after the due date. As a standard practice, notices are sent as soon as reasonably possible after a payment is deemed late, including ten days in the case of business loans, multifamily residential and mixed use loans, non-owner occupied commercial real estate loans, and acquisition, development, and construction (ADC) loans, and fifteen days in connection with one-to-four family residential and consumer loans. Thereafter, periodic letters are sent, and telephone calls are placed to the borrower until payment is received or a formal demand is made and the loan is transferred to Workout. When contact is made with the borrower prior to default or foreclosure, servicing will seek to obtain the full payment due. Once

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transferred, Workout will attempt to negotiate a repayment plan or other resolution with the borrower to avoid foreclosure, where appropriate.

Accrual of interest is generally discontinued on a loan that meets any of the following three criteria: (i) full payment of principal or interest is no longer expected; (ii) principal or interest has been in default for a period of 90 days or more (unless the loan is both deemed to be well secured and in the process of collection); or (iii) an election has otherwise been made to maintain the loan on a cash basis due to deterioration in the financial condition of the borrower. Such non-accrual determination practices are applied consistently to all loans regardless of their internal classification or designation. Upon entering non-accrual status, the system will reverse all outstanding accrued interest receivable.

We generally initiate foreclosure proceedings on real estate loans when a loan enters non-accrual status based upon non-payment, unless the borrower is paying in accordance with an agreed upon modified payment agreement. We obtain an updated appraisal upon the commencement of legal action to calculate a potential collateral shortfall and to reserve appropriately for the potential loss. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure action is completed, the property securing the loan is transferred to Other Real Estate Owned (“OREO”) status. We generally attempt to utilize all available remedies, such as note sales in lieu of foreclosure, in an effort to resolve non-accrual loans and OREO properties as quickly and prudently as possible in consideration of market conditions, the physical condition of the property and any other mitigating circumstances. We have not initiated any expected or imminent foreclosure proceedings that are likely to have a material adverse impact on our consolidated financial statements for the three and nine months ended September 30, 2026. In the event that a non-accrual loan is subsequently brought current, it is returned to accrual status once the doubt concerning collectability has been removed and the borrower has demonstrated performance in accordance with the loan terms and has made at least six months of payments.

The C&I portfolio, which is within our business loans, is actively managed by our lenders. Most credit facilities typically require an annual review of the exposure and borrowers are required to submit annual financial reporting and loans are structured with financial covenants to indicate expected performance levels. Smaller C&I loans are monitored based on performance and the ability to draw against a credit line is curtailed if there are any indications of credit deterioration. Guarantors are also required to update their financial reporting on an annual basis or alternative schedule as provided in their loan documents. All exposures are credit risk rated and those entering adverse ratings due to financial performance concerns of the borrower or material delinquency of any payments or financial reporting are subjected to added management scrutiny and monitoring. Measures taken typically include amendments to the amount of the available credit facility, requirements for increased collateral, additional guarantor support or a material enhancement to the frequency and quality of financial reporting. Loans determined to reach adverse risk rating standards are monitored closely by Credit Administration to identify any potential credit losses. When warranted, loans reaching a Substandard rating could be reassigned to the Workout Group for direct handling.

Non-accrual Loans

The following is a reconciliation of non-accrual loans as of the dates indicated:


	September 30,			December 31,			September 30,
(Dollars in thousands)	2026			2025			2025
Non-accrual loans held for investment:
Business loans	$	33,171		$	22,606		$	21,005
One-to-four family residential and coop/condo apartment		4,852			3,623			2,440
Multifamily residential and residential mixed-use		47,773			—			—
Non-owner-occupied commercial real estate		11,109			25,671			47,952
ADC		412			412			657
Other loans		—			—			—
Total non-accrual loans held for investment	$	97,317		$	52,312		$	72,054

Total non-accrual loans held for sale	$	1,750		$	—		$	—
Total non-accrual loans	$	99,067		$	52,312		$	72,054

Total non-performing loans to total assets		0.64	%		0.34	%		0.50	%

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Loan Restructurings

Within the allowance for credit losses, losses are estimated for restructured loans on accrual status as well as restructured loans on non-accrual status that are one-to-four family loans or consumer loans, on a pooled basis with loans that share similar risk characteristics. Restructured loans on non-accrual status excluding one-to-four family and consumer loans are individually evaluated to determine expected credit losses. For restructured loans that are collateral-dependent where the Bank has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of collateral, less the estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. For non-collateral-dependent loans, the allowance for credit losses is measured based on the difference between the present value of expected cash flows and the amortized cost basis of the loan as of the measurement date.

OREO

Property acquired by the Bank, or a subsidiary, as a result of foreclosure on a mortgage loan or a deed in lieu of foreclosure is classified as OREO. Upon entering OREO status, we obtain a current appraisal on the property and reassess the likely realizable value (a/k/a fair value) of the property quarterly thereafter. OREO is carried at the lower of the fair value or book balance, with any write downs recognized through a provision recorded in non-interest expense. Only the appraised value, or either a contractual or formal marketed value that falls below the appraised value, is used when determining the likely realizable value of OREO at each reporting period. We typically seek to dispose of OREO properties in a timely manner. As a result, OREO properties have generally not warranted subsequent independent appraisals.

There was no carrying value of OREO properties on our Consolidated Statement of Financial Condition at September 30, 2026 or December 31, 2025. We did not recognize any provision for losses on OREO properties during the nine months ended September 30, 2026 or 2025.

Past Due Loans

Loans Delinquent 30 to 59 Days

At September 30, 2026, there were $11.2 million of loans that were past due between 30 and 59 days, compared to $28.8 million at December 31, 2025. The 30 to 59-day delinquency levels fluctuate monthly and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans.

Loans Delinquent 60 to 89 Days

At September 30, 2026, there were $23.2 million of loans that were past due between 60 and 89 days, compared to $30.1 million at December 31, 2025. The 60 to 89-day delinquency levels fluctuate monthly and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans.

Accruing Loans 90 Days or More Past Due

There were no accruing loans 90 days or more past due at September 30, 2026 or at December 31, 2025.

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Reserve for Unfunded Loan Commitments

The Bank maintains a reserve, recorded in other liabilities, associated with unfunded loan commitments accepted by the borrower. The amount of our reserve was $3.0 million and $2.2 million at September 30, 2026 and December 31, 2025, respectively. This reserve is determined based upon the outstanding volume of unfunded loan commitments at each period end. Any increases or reductions in this reserve are recognized in provision for credit losses.

Allowance for Credit Losses

Provision for credit losses for the nine months ended September 30, 2026 and 2025 was $40.0 million and $32.1 million, respectively. The $40.0 million credit loss provision for the nine months ended September 30, 2026 was attributable to charge-offs, provisioning for individually analyzed loans and growth in the business loan portfolio. Included in the provision for credit losses for the nine months ended September 30, 2025 was $2.1 million of provision related to one available-for-sale corporate security. The remainder of the credit loss provision for the nine months ended September 30, 2025 was attributable to updates in the macroeconomic forecast, updated loss driver models, and charge-offs on loans.

For a further discussion of the allowance for credit losses and related activity during the nine months ended September 30, 2026 and 2025, please see Note 6 “Securities” and Note 7 “Loans Held for Investment, Net” to the condensed Consolidated Financial Statements.

The following table presents our allowance for credit losses allocated by loan type and the percent of loans in each category to total loans as of the dates indicated.

September 30, 2026

December 31, 2025

Percent

of Loans

in Each

Category

Allocated

to Total

Allocated

to Total

(Dollars in thousands)

Amount

 

Loans

 

Amount

 

Loans

 

Business loans

63,409

36.56

49,770

30.12

One-to-four family residential and coop/condo apartment

8,103

10.30

10,034

9.63

Multifamily residential and residential mixed-use

16,275

27.03

14,053

31.84

Non-owner-occupied commercial real estate

18,735

25.22

21,130

27.26

ADC

1,433

0.81

2,070

1.09

Other loans

593

0.08

315

0.06

Total

108,548

100.00

97,372

100.00

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The following table sets forth information about our allowance for credit losses at or for the dates indicated:


	At or for the Nine Months Ended September 30,
(Dollars in thousands)	2026			2025
Total loans outstanding at end of period ⁽¹⁾	$	10,920,166		$	10,725,269
Average total loans outstanding during the period ⁽²⁾		10,718,110			10,832,841
Allowance for credit losses balance at end of period		108,548			94,061
Allowance for credit losses to total loans at end of period		0.99	%		0.88	%
Non-performing loans held for investment to total loans held for investment at end of period		0.89			0.67
Allowance for credit losses to total non-performing loans at end of period		111.54			130.54

Ratio of net charge-offs to average loans outstanding during the period:
Business loans		0.09	%		0.30	%
One-to-four family residential and coop/condo apartment		—			0.01
Multifamily residential and residential mixed-use		0.85			—
Non-owner-occupied commercial real estate		0.24			0.78
Other loans		1.75			0.65
Total		0.35			0.31

(1)	Total loans represent gross loans (excluding loans held for sale), inclusive of deferred fees/costs and premiums/discounts.

(2)	Total average loans represent gross loans (including loans held for sale), inclusive of deferred loan fees/costs and premiums/discounts.

Comparison of Financial Condition at September 30, 2026 and December 31, 2025

Assets. Assets totaled $15.55 billion at September 30, 2026, $205.2 million above their level at December 31, 2025, primarily due to increases of $182.0 million in total securities, and $148.8 million in the loan portfolio, partially offset by a decrease of $169.2 million in cash and due from banks.

Loan originations, excluding new lines, totaled $850.5 million for the nine-month period ended September 30, 2026.

Total investment securities increased $182.0 million during the nine months ended September 30, 2026, to $1.60 billion at period end, primarily due to purchases of $357.3 million, partially offset by proceeds from principal payments, calls and maturities of $138.9 million, an increase in unrealized losses of $32.4 million and proceeds from the sale of available for sale securities of $4.0 million. There were no transfers to or from securities held-to-maturity during the nine months ended September 30, 2026.

BOLI increased $20.9 million during the nine months ended September 30, 2026, to $422.1 million.

Liabilities. Total liabilities increased $158.2 million during the nine months ended September 30, 2026, to $14.02 billion at period end, primarily due to increases of $297.2 million in deposits (including mortgage escrow accounts) and $48.2 million in derivative cash collateral, partially offset by decreases of $173.0 million in FHLBNY advances and $41.2 million in subordinated debt.

Stockholders’ Equity. Stockholders’ equity increased $47.0 million during the nine months ended September 30, 2026, to $1.52 billion at period end, primarily due to net income of $111.0 million, partially offset by common stock dividends of $32.8 million, and preferred stock dividends of $5.5 million and repurchases of shares of common stock of $12.2 million.

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Comparison of Operating Results for the Three Months Ended September 30, 2026 and 2025

General. Net income was $41.6 million during the three months ended September 30, 2026, compared to net income of $27.7 million for the three months ended September 30, 2025. During the three months ended September 30, 2026, net interest income increased by $17.8 million, non-interest expense increased by $3.3 million, income tax expense increased by $2.1 million, non-interest income increased by $1.9 million, and the credit loss provision increased by $518 thousand, compared to the three months ended September 30, 2025.

The discussion of net interest income for the three months ended September 30, 2026 and 2025 should be read in conjunction with the following tables, which set forth certain information related to the Consolidated Statements of Operations for those periods, and which also present the average yield on assets and average cost of liabilities for the periods indicated. The average yields and costs were derived by dividing income or expense by the average balance of their related assets or liabilities during the periods represented. Average balances were derived from average daily balances. No tax-equivalent adjustments have been made for interest income exempt from federal, state, and local taxation. The yields include loan fees consisting of amortization of loan origination and commitment fees and certain direct and indirect origination costs, prepayment fees, and late charges that are considered adjustments to yields. Net loan fees included in interest income were $2.2 million during the three months ended September 30, 2026, compared to $946 thousand during the three months ended September 30, 2025. The increase in net loan fees was primarily due to increases in deferred fees and prepayment penalties on loans in 2026.

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Analysis of Net Interest Income


		Three Months Ended September 30,
		2026							2025
							Average							Average
		Average					Yield/		Average					Yield/
		Balance			Interest		Cost		Balance			Interest		Cost

Assets:		(Dollars in thousands)
Interest-earning assets:
Business loans^{(1) (3) (6)}		$	3,798,622		$	62,650	6.54	%	$	2,957,434		$	50,271	6.74	%
One-to-four family residential and coop/condo apartment ^{(3) (6)}			1,111,740			13,604	4.85			1,023,844			12,120	4.70
Multifamily residential and residential mixed-use^{(3) (6)}			3,059,148			35,123	4.56			3,591,822			41,712	4.61
Non-owner-occupied commercial real estate^{(3) (6)}			2,724,952			36,719	5.35			3,067,598			40,439	5.23
ADC⁽³⁾			79,710			1,654	8.23			145,902			3,184	8.66
Other loans ⁽³⁾			8,981			26	1.15			7,515			30	1.58
Total loans			10,783,153			149,776	5.51			10,794,115			147,756	5.43
Securities			1,640,702			15,428	3.73			1,340,223			11,338	3.36
Other short-term investments			1,941,034			18,182	3.72			1,503,698			16,449	4.34
Total interest-earning assets			14,364,889			183,386	5.06	%		13,638,036			175,543	5.11	%
Non-interest earning assets			777,560							787,966
Total assets		$	15,142,449						$	14,426,002

Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing checking⁽²⁾		$	1,082,628		$	4,453	1.63	%	$	1,069,761		$	5,306	1.97	%
Money market			4,907,654			31,883	2.58			4,359,512			34,877	3.17
Savings⁽²⁾			1,635,196			9,776	2.37			1,821,289			13,273	2.89
CDs			1,051,590			8,108	3.06			1,116,152			9,494	3.37
Total interest-bearing deposits			8,677,068			54,220	2.48			8,366,714			62,950	2.99
FHLBNY advances			337,717			3,469	4.08			508,000			4,104	3.21
Subordinated debt, net			231,229			3,809	6.54			272,429			4,301	6.26
Other short-term borrowings			76			1	5.22			76			1	5.22
Total borrowings			569,022			7,279	5.08			780,505			8,406	4.27
Derivative cash collateral			75,524			668	3.51			63,856			788	4.90
Total interest-bearing liabilities			9,321,614			62,167	2.65	%		9,211,075			72,144	3.11	%
Non-interest-bearing checking⁽²⁾			4,102,780							3,573,448
Other non-interest-bearing liabilities			174,880							183,627
Total liabilities			13,599,274							12,968,150
Stockholders' equity			1,543,175							1,457,852
Total liabilities and stockholders' equity		$	15,142,449						$	14,426,002
Net interest income					$	121,219						$	103,399
Net interest rate spread ⁽⁴⁾							2.41	%						2.00	%
Net interest-earning assets		$	5,043,275						$	4,426,961
Net interest margin ⁽⁵⁾							3.35	%						3.01	%
Ratio of interest-earning assets to interest-bearing liabilities							154.10	%						148.06	%
Deposits (including non-interest-bearing checking accounts)⁽²⁾		$	12,779,848		$	54,220	1.68	%	$	11,940,162		$	62,950	2.09	%

(1)	Business loans include C&I loans and owner-occupied commercial real estate loans. At September 30, 2025, business loans included balances related to Paycheck Protection Program (“PPP”) loans; no PPP loans were outstanding at September 30, 2026.

(2)	Includes mortgage escrow deposits.

(3)	Amounts are net of deferred origination costs/(fees) and include loans held for sale.

(4)	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(5)	Net interest margin represents net interest income divided by average-interest earning assets.

(6)	At September 30, 2026 and 2025, the loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged business loans, one-to-four family residential mortgage loans, multifamily residential mortgage loans and non-owner occupied commercial real estate loans.

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Rate/Volume Analysis


		Three Months Ended September 30, 2026
		Compared to Three Months Ended September 30, 2025
		Increase / (Decrease) Due to:
		Volume			Rate			Total

		(Dollars in thousands)
Interest-earning assets:
Business loans		$	14,081		$	(1,702)		$	12,379
One-to-four family residential and coop/condo apartment			1,069			415			1,484
Multifamily residential and residential mixed-use			(6,163)			(426)			(6,589)
Non-owner-occupied commercial real estate			(4,583)			863			(3,720)
ADC			(1,408)			(122)			(1,530)
Other loans			5			(9)			(4)
Securities			2,692			1,398			4,090
Other short-term investments			4,434			(2,701)			1,733
Total interest-earning assets		$	10,127		$	(2,284)		$	7,843
Interest-bearing liabilities:
Interest-bearing checking		$	64		$	(917)		$	(853)
Money market			3,935			(6,929)			(2,994)
Savings			(1,233)			(2,264)			(3,497)
CDs			(531)			(855)			(1,386)
FHLBNY advances			(1,564)			929			(635)
Subordinated debt, net			(667)			175			(492)
Other short-term borrowings			—			—			—
Derivative cash collateral			124			(244)			(120)
Total interest-bearing liabilities		$	128		$	(10,105)		$	(9,977)
Net change in net interest income		$	9,999		$	7,821		$	17,820

Net interest income. Net interest income was $121.2 million during the three months ended September 30, 2026, an increase of $17.8 million from the three months ended September 30, 2025. Average interest-earning assets were $14.36 billion for the three months ended September 30, 2026, an increase of $726.9 million from $13.64 billion for the three months ended September 30, 2025. The net interest margin was 3.35% during the three months ended September 30, 2026, up from 3.01% during the three months ended September 30, 2025.

Interest Income. Interest income was $183.4 million during the three months ended September 30, 2026, compared to $175.5 million during the three months ended September 30, 2025. During the three months ended September 30, 2026, interest income increased $7.8 million from the three months ended September 30, 2025, primarily reflecting increases in interest income of $12.4 million on business loans, $4.1 million on securities, $1.7 million on other short-term investments, and $1.5 million on one-to-four family residential and coop/condo apartment loans, partially offset by decreases in interest income of $6.6 million on multifamily residential and residential mixed-use loans, $3.7 million on non-owner-occupied commercial real estate loans and $1.5 million on ADC loans.

The increased interest income on business loans was due to a $841.2 million increase in the average balances, partially offset by a 20-basis point decrease in the yield of such loans in the period. The increased interest income on securities was related to a $300.5 million increase in average balances and a 37-basis point increase in the yield of such securities in the period. The increased interest income on other short-term investments, which is comprised of cash and due from banks and restricted stock, was related to a $437.3 million increase in the average balances, partially offset by a 62-basis point decrease in the yield of such investments in the period. The increased interest income on one-to-four family residential and coop/condo apartment loans was related to an $87.9 million increase in the average balance and a 15-basis point increase in the yield of such loans in the period. The decreased interest income on multifamily residential and residential mixed-use loans was related to a $532.7 million decrease in the average balance and a 5-basis point decrease in the yield of such loans in the period. The decreased interest income on non-owner-occupied commercial real estate loans reflected a $342.6 million decrease in the average balance, partially offset by a 12-basis point increase in the yield of such loans in the period. The decreased interest income on ADC loans reflected a $66.2 million decrease in the average balance and a 43-basis point decrease in the yield of such loans in the period.

Interest Expense. Interest expense was $62.2 million during the three months ended September 30, 2026, compared to $72.1 million during the three months ended September 30, 2025. During the three months ended September 30, 2026, interest expense decreased $10.0 million, primarily reflecting a decrease in interest expense of $8.7 million on deposits.

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The decreased interest expense on deposits was primarily due to a 52-basis point decrease in rates paid on savings accounts and a $186.1 million decrease in average balances of such deposits in the period, a 31-basis point decrease in rates paid on certificates of deposit and a $64.6 million decrease in average balances of such deposits, a 59-basis point decrease in rates paid on money market accounts, partially offset by a $548.1 million increase in average balances of such deposits, and a 34-basis point decrease in rates paid on interest-bearing checking accounts, partially offset by a $12.9 million increase in the average balance of such deposits.

Provision for Credit Losses. We recorded a credit loss provision of $13.8 million and $13.3 million during the three months ended September 30, 2026 and 2025, respectively. The $13.8 million credit loss provision for the three months ended September 30, 2026, was attributable to charge-offs, provisioning for individually analyzed loans and growth in the business loan portfolio. The $13.3 million credit loss provision for the three months ended September 30, 2025, was primarily attributable to charge-offs on loans.

Non-Interest Income. Non-interest income totaled $14.1 million for the three months ended September 30, 2026, compared to $12.2 million for the same period in 2025. The increase was primarily driven by a $1.7 million in service charges and other fees and lower loss on sale of loans and other assets during the three months ended September 30, 2026, partially offset by a decrease of $1.4 million in other income.

Non-Interest Expense. Non-interest expense totaled $65.5 million for the three months ended September 30, 2026, compared to $62.2 million for the same period in 2025. The increase was primarily driven by increases of $1.0 million of data processing costs, $968 thousand in severance expense and $959 thousand in salaries and employee benefits.

Non-interest expense was 1.73% of average assets for both the three months ended September 30, 2026 and 2025.

Income Tax Expense. Income tax expense was $14.5 million during the three months ended September 30, 2026, compared to income tax expense of $12.4 million during the three months ended September 30, 2025. The reported effective tax rate for the three months ended September 30, 2026 and 2025 was 25.8%, and 31.0%, respectively.

Comparison of Operating Results for the Nine Months Ended September 30, 2026 and 2025

General. Net income was $111.0 million during the nine months ended September 30, 2026, compared to net income of $78.8 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, net interest income increased by $52.9 million, income tax expense increased by $11.3 million, credit loss provision increased by $7.9 million, non-interest expense increased by $4.9 million, and non-interest income increased by $3.3 million, compared to the nine months ended September 30, 2025.

The discussion of net interest income for the nine months ended September 30, 2026 and 2025 should be read in conjunction with the following tables, which set forth certain information related to the Consolidated Statements of Operations for those periods, and which also present the average yield on assets and average cost of liabilities for the periods indicated. The average yields and costs were derived by dividing income or expense by the average balance of their related assets or liabilities during the periods represented. Average balances were derived from average daily balances. No tax-equivalent adjustments have been made for interest income exempt from federal, state, and local taxation. The yields include loan fees consisting of amortization of loan origination and commitment fees and certain direct and indirect origination costs, prepayment fees, and late charges that are considered adjustments to yields. Net loan fees included in interest income were $5.4 million during the nine months ended September 30, 2026, compared to $3.2 million during the nine months ended September 30, 2025. The increase in net loan fees was primarily due to increases in deferred fees and prepayment penalty fees on loans in 2026.

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Analysis of Net Interest Income


		Nine Months Ended September 30,
		2026							2025
							Average							Average
		Average					Yield/		Average					Yield/
		Balance			Interest		Cost		Balance			Interest		Cost

Assets:		(Dollars in thousands)
Interest-earning assets:
Business loans ^{(1) (3) (6)}		$	3,522,883		$	171,576	6.51	%	$	2,834,746		$	141,911		6.69	%
One-to-four family residential and coop/condo apartment ^{(3) (6)}			1,072,784			38,575	4.81			989,236			34,721		4.69
Multifamily residential and residential mixed-use^{(3) (6)}			3,204,989			108,751	4.54			3,709,088			126,503		4.56
Non-owner-occupied commercial real estate ^{(3) (6)}			2,816,501			111,333	5.28			3,152,779			123,587		5.24
ADC⁽³⁾			92,320			5,444	7.88			140,189			9,099		8.68
Other loans ⁽³⁾			8,633			79	1.22			6,803			88		1.73
Total loans			10,718,110			435,758	5.44			10,832,841			435,909		5.38
Securities			1,558,836			42,734	3.67			1,357,938			34,014		3.35
Other short-term investments			1,941,529			53,544	3.69			1,077,183			35,035		4.35
Total interest-earning assets			14,218,475			532,036	5.00	%		13,267,962			504,958		5.09	%
Non-interest earning assets			777,545							806,832
Total assets		$	14,996,020						$	14,074,794

Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing checking⁽²⁾		$	1,085,589		$	13,304	1.64	%	$	976,018		$	13,611		1.86	%
Money market			4,822,293			90,733	2.52			4,204,642			98,988		3.15
Savings ⁽²⁾			1,686,827			29,644	2.35			1,905,071			41,507		2.91
CDs			1,077,344			25,074	3.11			1,055,520			27,099		3.43
Total interest-bearing deposits			8,672,053			158,755	2.45			8,141,251			181,205		2.98
FHLBNY advances			411,403			10,860	3.53			508,366			12,223		3.21
Subordinated debt, net			244,494			12,068	6.60			272,385			12,904		6.33
Other short-term borrowings			66			2	4.05			235			14		7.97
Total borrowings			655,963			22,930	4.67			780,986			25,141		4.30
Derivative cash collateral			63,539			1,695	3.57			82,242			2,903		4.72
Total interest-bearing liabilities			9,391,555			183,380	2.61	%		9,004,479			209,249		3.11	%
Non-interest-bearing checking⁽²⁾			3,906,326							3,437,001
Other non-interest-bearing liabilities			175,050							194,982
Total liabilities			13,472,931							12,636,462
Stockholders' equity			1,523,089							1,438,332
Total liabilities and stockholders' equity		$	14,996,020						$	14,074,794
Net interest income					$	348,656						$	295,709
Net interest rate spread ⁽⁴⁾							2.39	%							1.98	%
Net interest-earning assets		$	4,826,920						$	4,263,483
Net interest margin ⁽⁵⁾							3.28	%							2.98	%
Ratio of interest-earning assets to interest-bearing liabilities							151.40	%							147.35	%
Deposits (including non-interest-bearing checking accounts)⁽²⁾		$	12,578,379		$	158,755	1.69	%	$	11,578,252		$	181,205		2.09	%

(1)	Business loans include C&I loans and owner-occupied commercial real estate loans. At September 30, 2025, business loans included balances related to Paycheck Protection Program (“PPP”) loans; no PPP loans were outstanding at September 30, 2026.

(2)	Includes mortgage escrow deposits.

(3)	Amounts are net of deferred origination costs/(fees) and include loans held for sale.

(4)	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(5)	Net interest margin represents net interest income divided by average-interest earning assets.

(6)	At September 30, 2026 and 2025, the loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged business loans, one-to-four family residential mortgage loans, multifamily residential mortgage loans and non-owner occupied commercial real estate loans.

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Rate/Volume Analysis


		Nine Months Ended September 30, 2026
		Compared to Nine Months Ended September 30, 2025
		Increase / (Decrease) Due to:
		Volume			Rate			Total
Interest-earning assets:
Business loans		$	33,957		$	(4,292)		$	29,665
One-to-four family residential and coop/condo apartment			2,948			906			3,854
Multifamily residential and residential mixed-use			(17,195)			(557)			(17,752)
Non-owner-occupied commercial real estate			(13,189)			935			(12,254)
ADC			(2,962)			(693)			(3,655)
Other loans			21			(30)			(9)
Securities			5,252			3,468			8,720
Other short-term investments			25,974			(7,465)			18,509
Total interest-earning assets		$	34,806		$	(7,728)		$	27,078
Interest-bearing liabilities:
Interest-bearing checking		$	1,412		$	(1,719)		$	(307)
Money market			13,055			(21,310)			(8,255)
Savings			(4,317)			(7,546)			(11,863)
CDs			531			(2,556)			(2,025)
FHLBNY advances			(2,454)			1,091			(1,363)
Subordinated debt, net			(1,353)			517			(836)
Other short-term borrowings			(7)			(5)			(12)
Derivative cash collateral			(580)			(628)			(1,208)
Total interest-bearing liabilities		$	6,287		$	(32,156)		$	(25,869)
Net change in net interest income		$	28,519		$	24,428		$	52,947

Net interest income. Net interest income was $348.7 million during the nine months ended September 30, 2026, an increase of $52.9 million from the nine months ended September 30, 2025. Average interest-earning assets were $14.22 billion for the nine months ended September 30, 2026, an increase of $950.5 million from $13.27 billion for the nine months ended September 30, 2025. Net interest margin was 3.28% during the nine months ended September 30, 2026, up from 2.98% during the nine months ended September 30, 2025.

Interest Income. Interest income was $532.0 million during the nine months ended September 30, 2026, compared to $505.0 million during the nine months ended September 30, 2025. During the nine months ended September 30, 2026, interest income increased $27.1 million from the nine months ended September 30, 2025, primarily reflecting increases in interest income of $29.7 million on business loans, $18.5 million on other short-term investments, $8.7 million on securities, and $3.9 million on one-to-four family loans, partially offset by decreases in interest income of $17.8 million on multifamily residential and residential mixed-use loans, $12.3 million on non-owner-occupied commercial real estate loans, and $3.7 million on acquisition, development and construction loans.

The increased interest income on business loans was due to a $688.1 million increase in the average balances, partially offset by an 18-basis point decrease in the yield of such loans in the period. The increased interest income on other short-term investments was related to a $864.3 million increase in the average balances, partially offset by a 66-basis point decrease in the yield of such investments in the period. The increased interest income on securities was related to a $200.9 million increase in the average balances and a 32-basis point increase in the yield of such securities in the period. The increased interest income on one-to-four family loans was related to an $83.5 million increase in the average balances and a 12-basis point increase in the yield of such loans in the period. The decreased interest income on multifamily residential and residential mixed-use loans was related to a $504.1 million decrease in the average balance and a 2-basis point decrease in the yield of such loans in the period. The decreased interest income on non-owner-occupied commercial real estate loans reflected a $336.3 million decrease in the average balance, partially offset by a 4-basis point increase in the yield of such loans in the period. The decreased interest income on acquisition, development and construction loan income reflected a $47.9 million decrease in the average balance and an 80-basis point decrease in the yield of such loans in the period.

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Interest Expense. Interest expense was $183.4 million during the nine months ended September 30, 2026, compared to $209.2 million during the nine months ended September 30, 2025. During the nine months ended September 30, 2026, interest expense decreased $25.9 million, primarily reflecting decreases in interest expense of $22.4 million on deposits, $2.2 million on borrowed funds and $1.2 million in interest expense on derivative cash collateral.

The decrease in interest expense on deposits was primarily due to a 63-basis point decrease in rates paid on money market accounts, partially offset by a $617.7 million increase in average balances of such deposits, a 56-basis point decrease in rates paid on savings accounts and a $218.2 million decrease in average balances of such deposits, and a 32-basis point decrease in rates paid on CDs, partially offset by a $21.8 million increase in the average balance of such deposits in the period. The decreased interest expense on FHLBNY advances was due to a $97.0 million decrease in the average balance, partially offset by a 32-basis point increase in the cost of FHLBNY advances in the period. The decreased interest expense on derivative cash collateral was due to a $18.7 million decrease in the average balance and a 115-basis point decrease in the cost of such derivatives in the period. The decreased interest expense on subordinated debt was due to a $27.9 million decrease in the average balance, partially offset by a 27-basis point increase in the cost of such debt in the period.

Provision for Credit Losses. We recorded a credit loss provision of $40.0 million during the nine months ended September 30, 2026, compared to a credit loss provision of $32.1 million for the nine months ended September 30, 2025. The $40.0 million credit loss provision for the nine months ended September 30, 2026, was attributable to charge-offs, provisioning for individually analyzed loans and growth in the business loan portfolio. The $32.1 million credit loss provision for the nine months ended September 30, 2025 was primarily attributable to updates in the macroeconomic forecast, updated loss driver models, and charge-offs on loans.

Non-Interest Income. Non-interest income was $36.7 million during the nine months ended September 30, 2026, compared to $33.4 million during the nine months ended September 30, 2025. The increase is primarily driven by a $4.6 million increase in service charges and other fees and a $1.1 million increase in BOLI income, partially offset by a $1.6 million decrease in other income.

Non-Interest Expense. Non-interest expense was $193.0 million during the nine months ended September 30, 2026, compared to $188.0 million during the nine months ended September 30, 2025. The increase in non-interest expense is primarily due to an $8.5 million increase in salaries and employee benefits. The nine months ended September 30, 2025 included a $7.2 million pension settlement loss.

Non-interest expense was 1.72% and 1.78% of average assets during the nine months ended September 30, 2026 and 2025, respectively.

Income Tax Expense. Income tax expense was $41.5 million during the nine months ended September 30, 2026, compared to $30.1 million during the nine months ended September 30, 2025. The reported effective tax rate for the nine months ended September 30, 2026 and 2025 was 27.2%, and 27.7%, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk were presented at December 31, 2025 in Item 7A of the Company’s Annual Report on Form 10-K, filed with the SEC on February 20, 2026. The following is an update of the discussion provided therein.

General. The Company’s largest component of market risk remains interest rate risk. The Company is not subject to foreign currency exchange or commodity price risk. During the nine months ended September 30, 2026, we conducted zero transactions involving derivative instruments requiring bifurcation in order to hedge interest rate or market risk.

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Interest Rate Risk Exposure Analysis

Economic Value of Equity (“EVE”) Analysis. In accordance with agency regulatory guidelines, the Company simulates the impact of interest rate volatility upon EVE using several interest rate scenarios. EVE is the difference between the present value of the expected future cash flows of the Company’s assets and liabilities and the value of any off-balance sheet items, such as derivatives, if applicable.

Traditionally, the fair value of fixed-rate instruments fluctuates inversely with changes in interest rates. Increases in interest rates thus result in decreases in the fair value of interest-earning assets, which could adversely affect the Company’s consolidated results of operations in the event they were to be sold, or, in the case of interest-earning assets classified as available-for-sale, reduce the Company’s consolidated stockholders’ equity, if retained. The changes in the value of assets and liabilities due to fluctuations in interest rates measure the interest rate sensitivity of those assets and liabilities.

In order to measure the Company’s sensitivity to changes in interest rates, EVE is calculated under market interest rates prevailing at a given quarter-end (“Pre-Shock Scenario”), and under various other interest rate scenarios (“Rate Shock Scenarios”) representing immediate, permanent, parallel shifts in the term structure of interest rates from the actual term structure observed in the Pre-Shock Scenario, with this shift occurring equally across all points on the yield curve. An increase in the EVE is considered favorable, while a decline is considered unfavorable. The changes in EVE between the Pre-Shock Scenario and various Rate Shock Scenarios due to fluctuations in interest rates reflect the interest rate sensitivity of the Company’s assets, liabilities, and off-balance sheet items that are included in the EVE. Management reports the EVE results to the Board of Directors on a quarterly basis. The report compares the Company’s estimated Pre-Shock Scenario EVE to the estimated EVE calculated under the various Rate Shock Scenarios.

The Company’s valuation model makes various estimates regarding cash flows from principal repayments on loans and deposit decay rates at each level of interest rate change. The Company’s estimates for loan repayment levels are influenced by the recent history of prepayment activity in its loan portfolio, as well as the interest rate composition of the existing portfolio, especially in relation to the existing interest rate environment. Regarding deposit decay rates, the Company tracks and analyzes the decay rate of its deposits over time, with the assistance of a reputable third-party, and over various interest rate scenarios. Such results are utilized in determining estimates of deposit decay rates in the valuation model. The Company also generates a series of spot discount rates that are integral to the valuation of the projected monthly cash flows of its assets and liabilities. The valuation model employs discount rates that it considers representative of prevailing market rates of interest with appropriate adjustments it believes are suited to the heterogeneous characteristics of the Company’s various asset and liability portfolios. No matter the care and precision with which the estimates are derived, actual cash flows could differ significantly from the Company’s estimates resulting in significantly different EVE calculations.

The analysis that follows presents, as of September 30, 2026 and December 31, 2025, the estimated EVE at both the Pre-Shock Scenario and the -200 Basis Point, -100 Basis Point, +100 Basis Point, and +200 Basis Point Rate Shock Scenarios.


		September 30, 2026						December 31, 2025
				Dollar		Percentage				Dollar		Percentage
(Dollars in thousands)		EVE		Change		Change		EVE		Change		Change

Rate Shock Scenarios
+ 200 Basis Points		$	2,452,612	$	91,669	3.9	%	$	2,234,467	$	233,127	11.6	%
+ 100 Basis Points			2,430,541		69,598	2.9	%		2,157,136		155,796	7.8	%
Pre-Shock Scenario			2,360,943		—	—			2,001,340		—	—
- 100 Basis Points			2,170,999		(189,944)	(8.0)	%		1,778,529		(222,811)	(11.1)	%
- 200 Basis Points			1,999,660		(361,283)	(15.3)	%		1,502,903		(498,437)	(24.9)	%

The Company’s Pre-Shock Scenario EVE increased from $2.00 billion at December 31, 2025 to $2.36 billion at September 30, 2026. The primary factor contributing to the change in EVE is an increase in the value of the Bank’s non-maturity deposit base.

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The Company’s EVE in the +100 Basis Point Rate and +200 Basis Point Rate Shock Scenarios increased from $2.16 billion and $2.23 billion, respectively, at December 31, 2025, to $2.43 billion and $2.45 billion, respectively, at September 30, 2026. In the -100 Basis Point Rate and -200 Basis Point Rate Shock Scenario the Company’s EVE increased from $1.78 billion and $1.50 billion, respectively, at December 31, 2025, to $2.17 billion and $2.00 billion, respectively, at September 30, 2026.

Income Simulation Analysis. As of the end of each quarterly period, the Company also monitors the impact of interest rate changes through a net interest income simulation model. This model estimates the impact of interest rate changes on the Company’s net interest income over forward-looking periods typically not exceeding 36 months (a considerably shorter period than measured through the EVE analysis). Management reports the net interest income simulation results to the Company’s Board of Directors on a quarterly basis. The following table discloses the estimated changes to the Company’s net interest income in various time periods assuming gradual changes in interest rates occurring equally across all points on the yield curve over a 12-month period beginning September 30, 2026, for the given rate scenarios:


	Percentage Change in Net Interest Income
Gradual Change in Interest rates of:	Year-One		Year-Two
+ 200 Basis Points	4.3	%	11.3	%
+ 100 Basis Points	2.1	%	5.7	%
- 100 Basis Points	(0.5)	%	(3.3)	%
- 200 Basis Points	(1.4)	%	(7.5)	%

Management also examines the potential impact to net interest income by simulating the impact of instantaneous changes to interest rates occurring equally across all points on the yield curve. The following table discloses the estimated changes to the Company’s net interest income in various time periods associated with the given interest rate shock scenarios.


	Percentage Change in Net Interest Income
Instantaneous Rate Shock Scenarios	Year-One		Year-Two
+ 200 Basis Points	10.2	%	14.4	%
+ 100 Basis Points	5.2	%	7.3	%
- 100 Basis Points	(2.3)	%	(5.0)	%
- 200 Basis Points	(5.0)	%	(11.3)	%

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Item 4.Controls and Procedures

Management of the Company, with the participation of its Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness, as of September 30, 2026, of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026 in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management of the Company as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, such controls.

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PART II – OTHER INFORMATION

Item 1.Legal Proceedings

In the ordinary course of business, the Company is routinely named as a defendant in, or party to, various pending or threatened legal actions or proceedings. Certain of these matters may seek substantial monetary damages. In the opinion of management, the Company was not involved in any actions or proceedings that were likely to have a material adverse impact on its financial condition and results of operations as of September 30, 2026.

Item 1A. Risk Factors

For information regarding the Company’s risk factors, see Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2025, and Part II, Item 1A “Risk Factors” in our subsequent Quarterly Reports on Form 10-Q, each as filed with the Securities and Exchange Commission. Except as set forth below, there have been no material changes to the risk factors previously disclosed in those reports:

Risks Related to the Proposed Merger

Combining the Company and Empire may be more difficult, costly or time consuming than expected, and the anticipated benefits and cost savings of the Proposed Merger may not be realized.

The success of the Proposed Merger will depend, in part, on the Company’s ability to successfully combine and integrate the businesses of the Company and Empire, including the conversion of Empire State Bank’s data processing systems. If the Company experiences difficulties with the integration process, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated.

Completion of the Proposed Merger is conditioned on receipt of approvals from the Federal Reserve Board and the New York Department of Financial Services. These regulators may impose conditions or require changes to the terms of the Proposed Merger. The Company is not required to accept any condition that would constitute a “materially burdensome regulatory condition” (as defined in the merger agreement), and if such a condition is imposed the Proposed Merger may not be completed.

The merger agreement may be terminated in accordance with its terms, and the Proposed Merger may not be completed.

The Proposed Merger is subject to a number of conditions, many of which are outside of the parties’ control. If the Proposed Merger is not completed by October 19, 2027 (subject to an automatic six-month extension if only regulatory approvals remain outstanding), either party may terminate the merger agreement and the Company will have incurred substantial expenses.

Litigation relating to the Proposed Merger could delay or prevent completion of the Proposed Merger.

Stockholder lawsuits may be filed challenging the Proposed Merger. An adverse outcome, or the cost of defending such litigation, could adversely affect the parties or prevent or delay completion of the Proposed Merger.

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Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The following table sets forth information regarding the shares of common stock repurchased by the Company during the three months ended September 30, 2026:


		Total					Total Number of		Maximum Number
		Number		Average			Shares Purchased		of Shares that May
		of Shares		Price Paid			as Part of Publicly		Yet be Purchased
Period		Purchased		Per Share			Announced Programs		Under the Programs
July 2026		83,101		$	40.75		83,101		1,483,846
August 2026		105,902			40.73		105,902		1,377,944
September 2026		109,000			40.47		109,000		1,268,944

During the quarter ended September 30, 2026, the Company repurchased 298,003 shares of the Company’s common stock. As of September 30, 2026, there were 1,268,944 shares remaining to be purchased in the program. The stock repurchase program may be suspended, terminated, or modified at any time for any reason, and has no termination date.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not Applicable.

Item 5.Other Information

During the three months ended September 30, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

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Item 6.Exhibits



2.1		Agreement and Plan of Merger, dated as of October 19, 2026, by and among Dime Commercial Bancshares, Inc. and ES Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed October 20, 2026 (File No. 001-34096))
3.1		Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed February 2, 2021 (File No. 001-34096))
3.2		Amended and Restated Bylaws of Dime Community Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed October 25, 2024 (File No. 001-34096))
3.3		Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed June 1, 2026 (File No. 001-34096))
4.1		Indenture, dated May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
4.2		First Supplemental Indenture, dated May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
4.3		Second Supplemental Indenture, dated June 28, 2024, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed June 28, 2024 (File No. 001-34096))
10.1		Amended and Restated Employment Agreement by and among Dime Community Bancshares, Inc., Dime Community Bank and Stuart Lubow, dated May 28, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed June 1, 2026 (File No. 001-34096))
10.2		Amended and Restated Employment Agreement by and among Dime Community Bancshares, Inc., Dime Community Bank and Thomas X. Geisel, dated May 28, 2026 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed June 1, 2026 (File No. 001-34096))
10.3		Amended and Restated Employment Agreement by and among Dime Community Bancshares, Inc., Dime Community Bank and Avinash Reddy, dated May 28, 2026 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed June 1, 2026 (File No. 001-34096))
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350
101		The following financial statements from Dime Commercial Bancshares, Inc.'s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2026, filed on October 30, 2026, formatted in XBRL: (i) Consolidated Statements of Financial Condition as of September 30, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025, (iii) Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025, (iv) Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2026 and 2025, (v) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025, and (vi) the Condensed Notes to Consolidated Financial Statements.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
104		Cover page to this Quarterly Report on Form 10-Q, formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dime Commercial Bancshares, Inc.


Dated: October 30, 2026	By:	/s/ Stuart H. Lubow
		Stuart H. Lubow
		President and Chief Executive Officer


Dated: October 30, 2026	By:	/s/ Avinash Reddy
		Avinash Reddy
		Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)

I, Stuart H. Lubow, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of Dime Commercial Bancshares, Inc.;

2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5)	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: October 30, 2026

/s/ Stuart H. Lubow
Stuart H. Lubow
President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a)

I, Avinash Reddy, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Dime Commercial Bancshares, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 30, 2026


/s/ Avinash Reddy
Avinash Reddy
Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer

EXHIBIT 32.1

This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

CERTIFICATION PURSUANT TO RULE 13a-14(b) 18 U.S.C. SECTION 1350,

As adopted pursuant to

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dime Commercial Bancshares, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission, (the “Report”), we, Stuart H. Lubow, President and Chief Executive Officer of the Company and, Avinash Reddy, Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: October 30, 2026	/s/ Stuart H. Lubow
	Stuart H. Lubow
	President and Chief Executive Officer

	/s/ Avinash Reddy
	Avinash Reddy
	Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer