Table of Contents
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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
OR
☐ 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
9.000% Subordinated Notes, $25.00 Par Value
DCBG
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
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
Legal Proceedings
64
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
65
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
66
Signatures
67
2
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:
3
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.
4
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
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
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
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
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
See Notes to unaudited condensed Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands except per share amounts)
Three Months Ended
Nine Months Ended
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
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
152
Gain on securities
14
163
Gain (loss) on sale of loans and other assets
757
(1,117)
(1,563)
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
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
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
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
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Dollars in thousands)
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
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
Accumulated
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
Capital
Earnings
Taxes
Awards
at cost
Beginning balance as of January 1, 2026
43,862,327
34,582
Other comprehensive loss, net of tax
(1,551)
Release of shares, net of forfeitures
275,652
(626)
(8,980)
9,765
159
Stock-based compensation
1,838
Shares received related to tax withholding
(80,853)
(1,211)
Cash dividends declared to preferred stockholders
(1,822)
Cash dividends declared to common stockholders
(10,794)
Ending balance as of March 31, 2026
44,057,126
622,415
876,133
(33,019)
(15,803)
(69,787)
1,496,970
34,814
Other comprehensive income, net of tax
1,446
Exercise of stock options, net
1,953
(13)
13
122,357
234
(4,279)
4,193
148
2,492
(23,078)
(2,556)
(1,821)
(11,037)
Ending balance as of June 30, 2026
44,158,358
622,636
898,089
(31,573)
(17,590)
(68,137)
1,520,456
2,071
70
268
2,272
(50,943)
(2,058)
(10,947)
Purchase of treasury stock
(298,003)
(12,230)
Ending balance as of September 30, 2026
43,811,483
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) (CONTINUED)
Nine Months Ended September 30, 2025
Loss,
Beginning balance as of January 1, 2025
43,622,292
461
624,822
794,526
(45,018)
(7,640)
(87,203)
1,396,517
21,458
5,973
252,273
(1,514)
(7,153)
8,835
1,884
(75,489)
(3)
(1,202)
(1,205)
(10,960)
Ending balance as of March 31, 2025
43,799,076
623,305
803,202
(39,045)
(12,909)
(79,570)
1,412,013
29,697
1,108
100,690
(649)
(2,407)
3,371
315
1,791
(10,828)
(1,244)
(1,240)
Cash dividends declared to common stockholders, net
(10,857)
Ending balance as of June 30, 2025
43,888,938
622,660
820,221
(37,937)
(13,525)
(77,443)
1,431,006
906
130
32
2,063
(917)
(89)
(10,987)
Ending balance as of September 30, 2025
43,888,927
622,657
835,083
(33,596)
(11,332)
(77,500)
1,452,342
9
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on securities available-for-sale
Loss on sale of loans and other assets
1,563
1,117
(152)
Gain on sale of loans held for sale
(394)
Net depreciation, amortization and accretion
3,161
3,581
Amortization (accretion) of fair value hedge basis point adjustments
598
(848)
Net gain on extinguishment of debt for FHLB advances and subordinated debt
6,602
5,738
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
(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)
Cash dividends paid to preferred stockholders
(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
1,283,571
CASH AND CASH EQUIVALENTS, END OF PERIOD
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
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.
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:
Defined
Benefit
(In thousands)
Plans
Derivatives
Income (Loss)
Balance as of January 1, 2026
(25,232)
(4,398)
(1,838)
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
Balance as of September 30, 2026
(46,148)
(3,864)
3,698
Balance as of January 1, 2025
(43,767)
(7,499)
6,248
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)
Balance as of September 30, 2025
(28,526)
(3,873)
(1,197)
12
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.
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
258
233
773
5,232
Tax expense
80
72
239
1,606
Net change in pension and other postretirement obligations
178
161
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)
Other comprehensive income (loss), net of tax
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:
(In thousands except share and per share amounts)
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
Weighted-average common equivalent shares outstanding
Weighted-average common and equivalent shares outstanding
Diluted EPS
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.
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:
Gross
Amortized
Unrealized
Fair
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
45
(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)
Unrecognized
Securities held-to-maturity:
90,723
(8,922)
81,801
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
(90,480)
611,240
15
December 31, 2025
(120)
9,880
169,051
1,443
(4,035)
166,459
387,549
4,782
(598)
391,733
231,309
904
(21,280)
210,933
19,753
1
(824)
18,930
817,662
7,130
(26,857)
90,400
(6,287)
84,113
17,000
290
(238)
17,052
280,102
456
(31,101)
249,457
231,399
382
(22,321)
209,460
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.
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
10,001
Pass-through MBS issued by U.S. GSEs and agency CMOs
727,671
683,319
Held-to-maturity
9,915
80,723
71,886
587,878
507,017
16
The following table presents the information related to sales of securities available-for-sale as of the periods indicated:
Securities available-for-sale
Proceeds
14,005
Gross gains
325
1,073
Tax expense on gains
97
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:
Less than 12
12 Consecutive
Consecutive Months
Months or Longer
20
105,600
3,357
48,834
3,654
154,434
7,011
479,048
16,981
4,436
809
483,484
17,790
65,226
1,950
112,803
24,661
178,029
26,611
5,349
131
7,307
1,001
1,132
120
5,970
30
69,646
4,005
75,616
4,035
5,214
8,478
83
135,961
21,197
144,439
21,280
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.
17
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,
Beginning balance
1,800
Ending balance
7. LOANS HELD FOR INVESTMENT, NET
The following table presents the loan categories for the period ended as indicated:
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
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
Loans held for investment, net
18
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
Commercial
Apartment
Mixed-Use
Real Estate
ADC
Allowance for credit losses:
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)
13,334
Charge-offs
(1,638)
(8,337)
(16)
(9,991)
Recoveries
238
242
63,409
8,103
16,275
18,735
1,433
593
108,548
At or for the Three Months Ended September 30, 2025
42,965
9,567
13,667
24,326
2,380
284
93,189
6,053
464
(747)
7,990
(386)
84
13,458
(1,883)
(69)
(10,992)
(12,957)
367
371
47,502
10,031
12,851
21,324
1,994
359
94,061
At or for the Nine Months Ended September 30, 2026
49,770
10,034
14,053
21,130
2,070
97,372
15,961
(1,931)
22,670
2,707
(637)
391
39,161
(2,887)
(20,556)
(5,256)
(125)
(28,824)
565
108
154
839
At or for the Nine Months Ended September 30, 2025
42,898
9,501
11,946
21,876
2,323
207
88,751
11,018
574
973
17,938
(329)
185
30,359
(7,116)
(44)
(18,490)
(57)
(25,776)
24
727
19
The following tables present the amortized cost basis of loans on non-accrual status as of the periods indicated:
Non-accrual with
Related
No Allowance
Allowance
Business loans
2,544
30,627
20,497
4,852
35
24,918
22,855
5,954
3,167
7,942
2,362
412
30,629
66,688
29,215
3,973
18,633
14,877
3,623
25,656
316
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:
90 Days
Or More
30 to 59
60 to 89
Past Due
Days
and Still
Accruing
Non-accrual
Current
2,465
124
33,171
35,760
3,957,012
1,367
6,254
1,118,317
3,896
17,658
47,773
69,327
2,882,666
4,796
4,100
11,109
20,005
2,733,570
88,175
11,192
23,249
97,317
131,758
10,788,408
4,617
2,075
22,606
29,298
3,211,138
7,943
389
11,955
1,023,848
3,667
27,608
31,275
3,393,247
12,597
25,671
38,268
2,894,743
116,803
28,824
30,072
52,312
111,208
10,646,337
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:
Associated Allowance
Collateral Dependent
for Credit Losses
11,305
4,793
11,039
3,507
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
Extension
Delay
% of
Interest
Class of
Rate
Financing
Reduction
Receivable
2,500
12,416
14,916
0.4
%
31,651
4,868
36,519
1.2
2,313
0.1
44,067
7,181
53,748
0.5
For the Three Months Ended September 30, 2025
1,050
2,833
700
4,583
31,589
14,792
46,381
1.3
9,896
0.3
12,729
32,289
60,860
0.6
21
For the Nine Months Ended September 30, 2026
2,987
12,611
915
622
17,135
79,423
9,443
88,866
3.0
92,034
12,671
108,314
1.0
For the Nine Months Ended September 30, 2025
1,197
13,692
18,772
59,196
73,988
2.1
16,720
14,761
41,377
1.4
77,113
29,553
134,137
The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty as of the dates indicated:
Weighted Average
Interest Rate
Months of
Reductions
Term Extensions
Payment Delay
26
244
384
22
1.50
157
194
2.25
28
257
419
1.27
87
96
298
3.75
1,339
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.
30-59
60-89
90+
Days Past Due
Non-Accrual
2,523
14,635
17,158
41,094
47,772
45,930
62,407
108,337
September 30, 2025
20,962
171
1,272
22,405
27,607
31,481
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.
23
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:
2024
2023
2022
2021 and Prior
Revolving
Revolving-Term
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
Total business loans
436,488
290,644
182,161
285,714
552,803
1,536,079
136,765
YTD Gross Charge-Offs
206
47
2,384
2,887
184,349
155,875
111,334
130,364
178,925
328,489
19,044
8,562
1,116,942
259
485
4,878
469
1,538
7,370
Total one-to-four family residential and coop/condo apartment
130,623
179,410
333,367
19,513
10,100
Multifamily residential and residential mixed-use:
43,523
54,623
17,704
219,701
1,065,677
1,344,216
1,119
4,156
2,750,719
1,776
78,462
80,238
28,032
93,004
121,036
Total multifamily residential and residential mixed-use
56,399
1,093,709
1,515,682
20,556
103,752
91,705
54,045
196,666
595,283
1,520,696
6,794
15,603
2,584,544
5,955
25,622
85,826
117,403
13,346
38,282
51,628
Total non-owner-occupied commercial real estate
109,707
634,251
1,644,804
5,256
ADC:
24,771
38,395
15,814
3,655
420
3,003
Total ADC
2,529
Total:
928,513
776,953
487,328
728,157
2,123,291
3,717,867
1,561,735
130,203
10,454,047
692
30,519
176,009
232,730
42,929
152,589
1,571
25,902
224,110
Total Loans
934,468
778,862
489,541
729,151
2,196,739
4,047,076
1,566,508
169,153
10,911,498
26,018
28,699
2021
2020 and Prior
444,515
320,751
212,384
302,778
182,244
408,711
1,170,533
96,748
3,138,664
107
265
2,856
15,143
20,428
7,822
2,457
49,078
85
2,944
3,669
7,611
10,613
4,320
22,841
52,083
320,943
215,593
309,303
204,998
440,363
1,182,675
122,046
1,492
605
4,296
1,313
7,706
170,056
125,945
145,449
192,988
91,910
270,964
23,035
8,598
1,028,945
263
291
474
4,542
652
899
6,567
145,712
193,462
275,534
23,687
9,497
44
54,958
21,186
229,634
1,127,686
536,029
1,211,361
4,748
4,705
3,190,307
1,824
7,214
15,963
111,626
136,627
20,821
3,069
73,698
97,588
56,782
1,155,721
555,061
1,396,685
69
95,771
54,625
202,035
695,850
573,086
1,157,080
7,908
2,802,316
637
92,057
92,694
16,471
21,530
38,001
590,194
1,270,667
23,644
25,468
28,379
18,907
41,151
6,075
4,805
15,345
2,141
2,553
793,679
541,414
830,653
2,325,377
1,388,074
3,048,116
1,221,569
128,153
10,277,035
528
10,070
31,743
224,139
278,690
24,964
27,151
110,383
4,972
24,152
194,651
795,503
541,606
834,125
2,360,411
1,446,968
3,383,249
1,234,363
154,762
10,750,987
23,757
6,120
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:
Performing
25
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:
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)
Other information related to the Company’s operating leases was as follows:
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
Weighted average discount rate
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.
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.
Notional
Fair Value
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
Liabilities
Fair value hedges - interest rate products
350,000
450,000
48
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.
Income
Expense
Effects of fair value or cash flow hedges are recorded
219
(21)
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
Amount reclassified from AOCI into income
27
(2,674)
(2,211)
3,272
1,363
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.
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:
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
667,584
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:
Gain (loss) recognized in other comprehensive income (loss)
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:
Count
Included in derivative assets/liabilities:
Loan level interest rate swaps with borrower
91,225
347
210
1,565,474
98,957
Loan level interest rate swaps with third-party counterparties
782,882
13,491
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:
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.
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
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 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
Inputs
Financial Assets:
Equity securities
2,685
Derivative – cash flow hedges
Derivative – freestanding derivatives, net
Financial Liabilities:
Derivative – fair value hedges
Derivative – risk participations
at December 31, 2025 Using
Agency Notes
2,723
Derivative – fair value hedge
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.
Fair Value Measurements Using:
Quoted Prices
In Active
Markets for
Identical
Observable
Unobservable
Carrying
(Level 1)
(Level 2)
(Level 3)
Individually evaluated loans
26,494
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.
10,783,113
10,524,426
7,532
50,162
Savings, money market and checking accounts (1)
12,103,693
Certificates of deposit ("CDs")
1,034,729
1,032,348
FHLBNY advances
335,130
223,208
Accrued interest payable
7,810
10,657,181
10,459,618
48,824
11,724,128
CDs
1,117,118
1,115,830
511,074
267,493
7,752
11. OTHER INTANGIBLE ASSETS
The following table presents the carrying amount and accumulated amortization of intangible assets that are amortizable.
Gross carrying value
10,204
Accumulated amortization
(7,865)
(7,266)
Net carrying amount
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:
664
560
475
411
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:
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.
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
Total FHLBNY advances
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.
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 31st 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:
Employee
BNB Bank
Retirement Plan
Pension Plan
Service cost
Interest cost
217
Expected return on assets
(315)
(323)
Amortization of unrealized loss
Net periodic benefit (credit)
150
Settlement loss recognized
Total benefit cost
271
(945)
(534)
(968)
49
698
450
(214)
7,017
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 60th 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)
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-
Average
Remaining
Aggregate
Exercise
Contractual
Intrinsic
(Dollars in thousands except share and per share amounts)
Options
Price
Years
Options outstanding at January 1, 2026
26,995
35.39
3.2
Options exercised
(26,995)
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:
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.
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:
Grant-Date
Shares
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:
Compensation expense recognized
1,734
1,435
4,735
4,099
Income tax benefit recognized on vesting of RSAs
696
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:
Maximum aggregate share payout at January 1, 2026
307,498
21.41
105,326
32.76
(19,954)
24.63
(136,895)
18.59
Maximum aggregate share payout at September 30, 2026
255,975
27.34
Minimum aggregate share payout
Expected aggregate share payout
39
Information related to PSAs during each period is as follows:
538
628
1,867
1,639
Income tax benefit (expense) recognized on vesting of PSAs
594
(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
Per Share Data:
Reported EPS (Diluted)
Cash dividends paid per common share
0.25
0.75
Book value per common share
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
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
1.72
1.78
Efficiency ratio
48.4
53.8
50.1
57.1
Loan-to-deposit ratio at end of period
83.1
88.9
Effective tax rate
25.83
30.98
27.21
27.66
Asset Quality Summary:
Non-performing loans (1)
99,067
72,054
Non-performing assets (2)
99,517
Net charge-offs
9,749
12,586
27,985
25,049
Non-performing assets/Total assets
0.64
0.50
Non-performing loans held for investment/Total loans held for investment
0.89
0.67
Allowance for credit losses/Total loans
0.88
Allowance for credit losses/Non-performing loans held for investment
111.54
130.54
43
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
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.
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.
46
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
12.8
6.0
8.0
Total risk-based capital ratio
15.4
16.0
10.0
Tier 1 leverage ratio
10.6
9.4
4.0
5.0
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
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:
Weighted
NY
NJ
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
57
Warehouse/ Industrial
313,532
12,132
43,692
369,356
Hotels
311,757
11,533
323,702
55
Supportive housing
160,935
Educational facility or library
110,860
56
Medical office
71,738
27,374
99,112
59
Other (1)
242,010
27,355
1,756
271,121
60
Total investor commercial real estate
2,421,604
226,355
105,616
54
956,123
65,449
3,463
1,025,035
386,265
141,502
3,055
530,822
Warehouse/Industrial
301,698
14,510
68,057
384,265
329,424
11,709
341,552
168,858
112,360
73,319
27,852
101,171
263,651
2,663
2,634
268,948
58
2,591,698
224,543
116,770
The following table presents the composition by property type and weighted average LTV of the Company’s multifamily residential and residential mixed-use loans:
New York City (1)
100% rent regulated (2)
463,499
62
Majority rent regulated (2)
536,888
Majority free market (2)
1,335,885
53
Total New York City
2,336,272
Outside New York City
615,721
514,403
585,325
1,644,100
2,743,828
680,694
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:
loans
Loan Size
> $20 million
2,690
2,582
Investor Office
5,620
5,964
3,808
3,805
8,518
8,758
22,991
21,107
10,078
10,215
5,506
5,621
2,443
2,359
New York City (2)
100% rent regulated (3)
2,479
2,485
Majority rent regulated (3)
3,556
3,728
Majority free market (3)
3,732
3,850
5,174
4,760
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
50
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:
Non-accrual loans held for investment:
21,005
2,440
47,952
657
Total non-accrual loans held for investment
Total non-accrual loans held for sale
1,750
Total non-accrual loans
Total non-performing loans to total assets
0.34
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
52
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.
Percent
of Loans
in Each
Category
Allocated
to Total
36.56
30.12
10.30
9.63
27.03
31.84
25.22
27.26
0.81
1.09
0.08
0.06
100.00
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,
Total loans outstanding at end of period (1)
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
Allowance for credit losses to total loans at end of period
Non-performing loans held for investment to total loans held for investment at end of period
Allowance for credit losses to total non-performing loans at end of period
Ratio of net charge-offs to average loans outstanding during the period:
0.09
0.30
0.01
0.85
0.24
0.78
1.75
0.65
0.35
0.31
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.
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.
Analysis of Net Interest Income
Yield/
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
1.15
7,515
1.58
Total loans
10,783,153
5.51
10,794,115
5.43
1,640,702
3.73
1,340,223
3.36
1,941,034
3.72
1,503,698
4.34
Total interest-earning assets
14,364,889
5.06
13,638,036
5.11
Non-interest earning assets
777,560
787,966
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
1,051,590
8,108
3.06
1,116,152
9,494
3.37
Total interest-bearing deposits
8,677,068
2.48
8,366,714
2.99
337,717
3,469
4.08
4,104
3.21
231,229
3,809
272,429
4,301
6.26
Other short-term borrowings
5.22
Total borrowings
569,022
5.08
780,505
4.27
75,524
3.51
63,856
4.90
Total interest-bearing liabilities
9,321,614
2.65
9,211,075
3.11
Non-interest-bearing checking (2)
4,102,780
3,573,448
Other non-interest-bearing liabilities
174,880
183,627
13,599,274
12,968,150
Stockholders' equity
1,543,175
1,457,852
Net interest rate spread (4)
Net interest-earning assets
5,043,275
4,426,961
Net interest margin (5)
Ratio of interest-earning assets to interest-bearing liabilities
Deposits (including non-interest-bearing checking accounts) (2)
12,779,848
1.68
11,940,162
2.09
Rate/Volume Analysis
Three Months Ended September 30, 2026
Compared to Three Months Ended September 30, 2025
Increase / (Decrease) Due to:
Volume
14,081
(1,702)
12,379
1,069
415
1,484
(6,163)
(426)
(6,589)
(4,583)
863
(3,720)
(1,408)
(122)
(1,530)
(4)
2,692
1,398
4,090
4,434
(2,701)
1,733
10,127
(2,284)
7,843
Interest-bearing checking
(853)
3,935
(6,929)
(2,994)
Savings
(1,233)
(2,264)
(3,497)
(531)
(855)
(1,386)
(1,564)
929
(635)
(667)
175
(492)
(244)
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.
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.
3,522,883
171,576
6.51
2,834,746
141,911
6.69
1,072,784
38,575
4.81
989,236
34,721
4.69
3,204,989
108,751
4.54
3,709,088
126,503
2,816,501
111,333
5.28
3,152,779
123,587
5.24
92,320
5,444
7.88
140,189
9,099
8.68
8,633
79
1.22
6,803
88
5.44
5.38
1,558,836
3.67
1,357,938
1,941,529
3.69
1,077,183
4.35
14,218,475
5.00
13,267,962
5.09
777,545
806,832
14,996,020
14,074,794
1,085,589
13,304
1.64
976,018
13,611
1.86
4,822,293
90,733
2.52
4,204,642
98,988
3.15
1,686,827
29,644
2.35
1,905,071
41,507
2.91
1,077,344
25,074
1,055,520
27,099
3.43
8,672,053
2.45
8,141,251
411,403
10,860
3.53
508,366
12,223
244,494
12,068
6.60
272,385
12,904
6.33
4.05
235
7.97
655,963
4.67
780,986
4.30
63,539
3.57
82,242
4.72
9,391,555
2.61
9,004,479
3,906,326
3,437,001
175,050
194,982
13,472,931
12,636,462
1,523,089
1,438,332
4,826,920
4,263,483
12,578,379
1.69
11,578,252
Nine Months Ended September 30, 2026
Compared to Nine Months Ended September 30, 2025
33,957
(4,292)
29,665
2,948
3,854
(17,195)
(557)
(17,752)
(13,189)
935
(12,254)
(2,962)
(3,655)
(30)
5,252
3,468
8,720
25,974
(7,465)
18,509
34,806
(7,728)
27,078
1,412
(1,719)
(307)
13,055
(21,310)
(8,255)
(4,317)
(7,546)
(11,863)
531
(2,025)
(2,454)
1,091
(1,363)
(1,353)
517
(836)
(7)
(5)
(12)
(580)
(628)
(1,208)
6,287
(32,156)
(25,869)
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.
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.
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.
Dollar
Percentage
EVE
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.
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
11.3
5.7
(0.5)
(3.3)
(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.
Instantaneous Rate Shock Scenarios
10.2
5.2
7.3
(2.3)
(5.0)
(11.3)
iIte
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.
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.
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 Number of
Maximum Number
Number
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
1,483,846
August 2026
105,902
40.73
1,377,944
September 2026
109,000
40.47
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.
Item 6.Exhibits
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))
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))
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))
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
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
/s/ Avinash Reddy
Avinash Reddy
Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer