Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
For the transition period from ______ to ______
Commission File No. 001-41384
HANOVER BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
81-3324480
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
80 East Jericho Turnpike, Mineola, NY 11501
(Address of Principal Executive Offices) (Zip Code)
(516) 548-8500
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common stock
HNVR
NASDAQ
Indicate by check mark whether the registrant (1) has filed all 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, a smaller reporting company, or an emerging growth company. See the 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.
Common Stock, $0.01 par value
7,192,390 Shares
(Title of Class)
(Outstanding as of October 31, 2025)
Form 10-Q
Page
PART I
Item 1.
Financial Statements
3
Consolidated Statements of Financial Condition as of September 30, 2025 (unaudited) and December 31, 2024
Consolidated Statements of Income (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024
4
Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024
5
Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024
6
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2025 and 2024
8
Notes to Unaudited Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
36
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
53
Item 4.
Controls and Procedures
54
PART II
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
55
Item 6.
Exhibits
Signatures
56
2
ITEM 1. – FINANCIAL STATEMENTS
HANOVER BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share and per share amounts)
September 30, 2025
December 31, 2024
ASSETS
(unaudited)
Cash and non-interest-bearing deposits due from banks
$
14,039
12,768
Interest-bearing deposits due from banks
153,530
150,089
Total cash and cash equivalents
167,569
162,857
Securities held to maturity, fair value of $3,445 at September 30, 2025 and $3,609 at December 31, 2024 (net of allowance for credit losses of $0 at September 30, 2025 and December 31, 2024)
3,520
3,758
Securities available for sale, at fair value (net of allowance for credit losses of $0 at September 30, 2025 and December 31, 2024)
100,037
83,755
Loans held for sale
8,852
12,404
Loans
1,988,683
1,985,524
Allowance for credit losses
(22,354)
(22,779)
Loans, net
1,966,329
1,962,745
Premises and equipment, net
14,549
15,337
Operating lease assets
10,375
8,337
Accrued interest receivable
11,824
11,849
Prepaid post retirement plan
3,404
3,377
Stock in Federal Home Loan Bank ("FHLB"), at cost
7,591
7,885
Goodwill
19,168
Other intangible assets
209
250
Loan servicing rights
6,431
6,016
Deferred income taxes
1,396
1,569
Other assets
10,326
12,803
TOTAL ASSETS
2,331,580
2,312,110
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest-bearing demand
232,984
211,656
Savings, NOW and money market
1,179,535
1,244,857
Time
562,304
497,770
Total deposits
1,974,823
1,954,283
Borrowings
100,725
107,805
Subordinated debentures ($25,000 face amount less unamortized debt issuance costs of $271 and $311 at September 30, 2025 and December 31, 2024, respectively)
24,729
24,689
Operating lease liabilities
11,072
9,025
Accrued interest payable
1,810
1,532
Other liabilities
16,588
18,138
TOTAL LIABILITIES
2,129,747
2,115,472
COMMITMENTS AND CONTINGENT LIABILITIES
—
STOCKHOLDERS' EQUITY
Preferred stock, Series A (par value $0.01; 15,000,000 shares authorized; issued and outstanding 275,000 at September 30, 2025 and December 31, 2024, respectively)
5,041
Common stock (par value $0.01; 17,000,000 shares authorized; issued and outstanding 7,192,390 and 7,152,127 at September 30, 2025 and December 31, 2024, respectively)
72
Surplus
124,382
124,937
Retained earnings
73,116
67,922
Accumulated other comprehensive loss, net of tax
(778)
(1,334)
TOTAL STOCKHOLDERS' EQUITY
201,833
196,638
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
See accompanying notes to unaudited consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
INTEREST INCOME
29,951
31,356
89,720
92,217
Taxable securities
1,604
1,619
4,223
4,610
Other interest income
1,439
1,138
3,937
3,138
Total interest income
32,994
34,113
97,880
99,965
INTEREST EXPENSE
Savings, NOW and money market deposits
11,207
13,941
33,311
39,541
Time deposits
5,097
5,546
15,475
15,418
1,467
1,524
4,447
5,722
Total interest expense
17,771
21,011
53,233
60,681
Net interest income
15,223
13,102
44,647
39,284
Provision for credit losses
1,325
200
4,282
4,540
Net interest income after provision for credit losses
13,898
12,902
40,365
34,744
NON-INTEREST INCOME
Loan servicing and fee income
1,057
960
3,221
2,709
Service charges on deposit accounts
237
123
516
333
Gain on sale of loans held-for-sale
1,451
2,834
6,101
7,926
Gain on sale of securities available-for-sale
Other income
40
37
240
180
Total non-interest income
2,785
3,954
10,078
11,152
NON-INTEREST EXPENSE
Salaries and employee benefits
6,774
6,840
21,009
18,901
Conversion expenses
3,180
Occupancy and equipment
1,960
1,799
5,706
5,412
Data processing
313
547
1,414
1,560
Professional fees
732
762
2,397
2,297
Federal deposit insurance premiums
334
360
1,036
1,043
Other expenses
1,900
1,930
5,883
5,499
Total non-interest expense
12,013
12,238
40,625
34,712
Income before income tax expense
4,670
4,618
9,818
11,184
Income tax expense
1,179
1,079
2,363
2,740
NET INCOME
3,491
3,539
7,455
8,444
Earnings per share:
BASIC
0.47
0.48
1.00
1.14
DILUTED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Dollars in thousands)
Net income
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities available for sale:
Change in unrealized gain (loss) on securities available for sale arising during the period, net of tax of $116, $122, $223 and $142, respectively
406
438
783
508
Reclassification adjustment for gains realized in net income, net of tax of $0, $0, $0 and ($1), respectively
(3)
Net change in unrealized gains (losses) on securities available for sale
505
Unrealized gains (losses) on cash flow hedges:
Change in unrealized gain (loss) on cash flow hedges arising during the period, net of tax of $12, ($340), ($65) and ($49), respectively
43
(1,231)
(227)
(175)
Total other comprehensive income (loss), net of tax
449
(793)
556
330
Total comprehensive income, net of tax
3,940
2,746
8,011
8,774
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except share and per share data)
For the Three and Nine Months Ended September 30, 2025
Common
Accumulated Other
Total
Stock
Preferred
Retained
Comprehensive
Stockholders’
(Shares)
Earnings
Loss, Net
Equity
Balance at January 1, 2025
7,152,127
1,521
Other comprehensive loss, net of tax
(62)
Cash dividends declared ($0.10 per share)
(759)
Stock-based compensation
494
Stock awards granted, net of forfeitures
49,750
Shares issued for performance stock units
27,848
Shares received related to tax withholding
(15,326)
(721)
Exercise of stock options, net
14,332
(468)
Balance at March 31, 2025
7,228,731
124,242
68,684
(1,396)
196,643
2,443
Other comprehensive income, net of tax
169
(752)
392
(4,060)
(428)
(10)
Balance at June 30, 2025
7,224,243
124,624
70,375
(1,227)
198,885
(750)
323
(5,699)
(890)
(19)
Stock repurchases
(25,264)
(546)
Balance at September 30, 2025
7,192,390
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) (Continued)
For the Three and Nine Months Ended September 30, 2024
Balance at January 1, 2024
7,195,012
2,963
125,694
58,551
(2,450)
184,830
4,061
1,157
(741)
381
52,491
(8,292)
(145)
3,201
Balance at March 31, 2024
7,242,412
125,930
61,871
(1,293)
189,543
844
(34)
(744)
401
3,147
(453)
(8)
Preferred stock issued in exchange for common stock
(125,000)
2,078
(1)
(2,077)
7,057
70
Balance at June 30, 2024
7,127,163
71
124,316
61,971
(1,327)
190,072
417
(1,905)
(804)
(14)
28,912
1
(139)
(138)
Balance at September 30, 2024
7,153,366
124,580
64,766
(2,120)
192,339
7
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
1,476
1,594
Amortization of right-of-use assets
1,568
1,279
Net gain on sale of securities available-for-sale
(4)
Gain on sale of fixed assets (included in other income)
(167)
1,209
1,199
Net gain on sale of loans
(6,101)
(7,926)
Net amortization of premiums, discounts and loan fees and costs
1,134
866
Amortization of intangible assets
41
46
Amortization of debt issuance costs
Loan servicing rights valuation adjustments
714
499
Payments on operating leases
(1,559)
(1,288)
Origination of loans held for sale
(65,843)
(24,542)
Proceeds from loans held for sale
61,092
19,923
Decrease (increase) in accrued interest receivable
25
(607)
Decrease (increase) in other assets
858
(5,136)
Increase in accrued interest payable
278
141
(Decrease) increase in other liabilities
(1,701)
878
Net cash provided by (used in) operating activities
4,801
(54)
Cash flows from investing activities:
Purchases of securities available-for-sale
(117,487)
(558,084)
Repayments of restricted securities, net
294
Proceeds from sales of securities available-for-sale
868
Principal repayments of securities held to maturity
236
210
Maturities, prepayments and calls of securities available-for-sale
102,532
520,884
Proceeds from loans held for sale previously classified as portfolio loans
88,194
90,880
Net increase in loans
(82,977)
(136,400)
Purchases of premises and equipment
(635)
(2,081)
Proceeds from sales of fixed assets
300
Net cash used in investing activities
(9,543)
(83,652)
Cash flows from financing activities:
Net increase in deposits
20,545
53,160
Repayments of term FHLB advances
(7,080)
(18,860)
Proceeds from Federal Reserve Bank borrowings
20,000
Repayments of Federal Reserve Bank borrowings
(22,288)
Proceeds of other short-term borrowings, net
18,000
Payments related to tax withholding for equity awards
Cash dividends paid
(2,247)
(2,218)
Repurchase of common stock of Hanover Bancorp, Inc.
Proceeds from exercise of stock options, net
103
Net cash provided by financing activities
9,454
47,730
Increase (decrease) in cash and cash equivalents
4,712
(35,976)
Cash and cash equivalents, beginning of period
177,207
Cash and cash equivalents, end of period
141,231
Supplemental cash flow information:
Interest paid
52,955
60,540
Income taxes paid
2,519
4,032
Supplemental non-cash disclosure:
Transfers from portfolio loans to loans held-for-sale
73,790
86,152
Lease liabilities arising from obtaining right-of-use assets
3,606
301
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Hanover Bancorp, Inc., a Maryland corporation (the “Company”), is the holding company for Hanover Community Bank (the “Bank”). On June 25, 2025, the Company completed its reincorporation from New York to Maryland (the “Reincorporation”). The Reincorporation was approved by the Company’s shareholders at the annual shareholder meeting held on March 5, 2024, by the Federal Reserve Bank of New York on July 5, 2024, and the New York State Department of Financial Services (the “DFS”) on November 20, 2024. Accordingly, the Company is incorporated in the State of Maryland.
The Bank, headquartered in Mineola, New York, is a New York State chartered bank. The Bank commenced operations on November 4, 2008 and is a full-service bank providing personal and business lending and deposit services. As a New York State chartered, non-Federal Reserve member bank, the Bank is subject to regulation by the DFS and the Federal Deposit Insurance Corporation (“FDIC”). The Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (the “FRB”).
Basis of Presentation
In the opinion of the Company’s management, the preceding unaudited interim consolidated financial statements contain all adjustments, consisting of normal accruals, necessary for a fair presentation of the Company’s consolidated statement of financial condition as of September 30, 2025, its consolidated statements of income for the three and nine months ended September 30, 2025 and 2024, its consolidated statements of comprehensive income for the three and nine months ended September 30, 2025 and 2024, its consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 and its consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had an immaterial effect on the Company’s consolidated financial statements and had no effect on prior period net income or stockholders’ equity.
In addition, the preceding unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, as well as in accordance with predominant practices within the banking industry. They do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of results for any other interim period or of the results for the full fiscal year 2025. 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, 2024. There have been no material changes to the Company’s significant accounting policies since December 31, 2024.
All material intercompany accounts and transactions have been eliminated in consolidation. Unless the context otherwise requires, references herein to the Company include the Company and the Bank on a consolidated basis.
The Company completed its core data processing system conversion to FIS Horizon in February 2025. In connection with the conversion, the Company incurred non-recurring expenses of approximately $3.2 million, which was comprised of $2.2 million in consulting and audit fees, $0.7 million in deconversion fees to previous provider, and $0.3 million in training and other related charges.
2. EARNINGS PER SHARE
The two-class method is used in the calculation of basic and diluted earnings per share (“EPS”). Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared and participation rights in undistributed earnings. The restricted stock awards granted by the Company contain non-forfeitable rights to dividends and therefore are considered participating securities.
The Company’s basic and diluted EPS calculations for the three and nine months ended September 30, 2025 and 2024 are as follows. There were no stock options that were antidilutive for the three and nine months ended September 30, 2025 and 2024.
(in thousands, except share and per share data)
Net income available to common stockholders
Less: Dividends paid and earnings allocated to participating securities
(88)
(109)
(202)
(264)
Income attributable to common stock
3,403
3,430
7,253
8,180
Weighted average common shares outstanding, including participating securities
7,475,764
7,411,064
7,480,102
7,395,758
Less: Weighted average participating securities
(201,303)
(242,214)
(218,147)
(248,116)
Weighted average common shares outstanding
7,274,461
7,168,850
7,261,955
7,147,642
Basic EPS
Weighted average common equivalent shares outstanding
5,672
25,004
24,657
Weighted average common and equivalent shares outstanding
7,280,133
7,193,854
7,267,677
7,172,299
Diluted EPS
10
3. SECURITIES
The following tables summarize the amortized cost, fair value and allowance for credit losses of securities available for sale and securities held to maturity at September 30, 2025 and December 31, 2024 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss and gross unrecognized gains and losses:
Gross
Allowance
Amortized
Unrealized
for Credit
(in thousands)
Cost
Gains
Losses
Fair Value
Available for sale:
U.S. GSE residential mortgage-backed securities
16,531
86
(137)
16,480
U.S. GSE residential collateralized mortgage obligations
13,421
65
13,483
U.S. GSE commercial mortgage-backed securities
6,545
48
(45)
6,548
Collateralized loan obligations
32,766
(41)
Corporate bonds
31,097
(738)
30,760
Total available for sale securities
100,360
641
(964)
Unrecognized
Held to maturity:
1,070
(48)
1,022
2,450
(27)
2,423
Total held to maturity securities
(75)
3,445
U.S. Treasury securities
19,995
11,016
(371)
10,645
1,520
(17)
1,503
32,271
206
32,477
20,282
(1,217)
19,130
85,084
276
(1,605)
1,259
(81)
1,178
2,499
(68)
2,431
(149)
3,609
11
The amortized cost and fair value of investment securities at September 30, 2025, by contractual maturity, are shown below. 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 date are shown separately.
Fair
Value
Securities available for sale:
Due after one year through five years
2,000
2,062
Five to ten years
34,088
33,709
Beyond ten years
27,775
27,755
Total securities available for sale
Securities held to maturity:
Total securities held to maturity
Total investment securities
103,880
103,482
At September 30, 2025 and December 31, 2024, investment securities with a carrying amount of $38.3 million and $28.9 million, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.
There were no sales of securities during the three and nine months ended September 30, 2025. There were no sales of securities during the three months ended September 30, 2024. For the nine months ended September 30, 2024, proceeds from sales of securities available for sale totaled $0.9 million, with an associated gross realized gain of $4 thousand.
There were no holdings of securities of any one issuer in an amount greater than 10% of stockholders' equity other than securities issued by the U.S. government and its agencies at September 30, 2025 and December 31, 2024.
The following tables summarize securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded at September 30, 2025 and December 31, 2024, aggregated by major security type and length of time in a continuous unrealized loss position:
Less than Twelve Months
Twelve Months or Longer
Number of
(in thousands, except number of securities)
Securities
Available-for-sale:
1,587
(15)
2,716
(122)
4,303
20
2,539
14,683
1,000
10,761
(737)
11,761
Total available-for-sale
19,809
(102)
13,497
(862)
17
33,306
12
9,523
1,122
(144)
2,823
(56)
10,338
(1,161)
13,161
13,849
(300)
11,460
(1,305)
22
25,309
Assessment of Available for Sale Debt Securities for Credit Risk
Management assesses the decline in fair value of investment securities periodically. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility of earnings of a specific issuer, or deterioration in credit quality of the issuer. Management evaluates both qualitative and quantitative factors to assess whether an impairment exists. The following is a discussion of the credit quality characteristics of portfolio segments carrying unrealized losses at September 30, 2025 and December 31, 2024.
Obligations of U.S. Government agencies and sponsored entities
The mortgage-backed securities and collateralized mortgage obligations held by the Company were issued by U.S government-sponsored entities and agencies. The decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality. The Company does not have the intent to sell these mortgage-backed securities and collateralized mortgage obligations and it is likely that it will not be required to sell the securities before their anticipated recovery. The Company considers these securities to carry zero loss estimates and no allowance for credit losses was recorded at September 30, 2025 and December 31, 2024.
The Company’s corporate bond portfolio is comprised of subordinated debt issues of community and regional banks. Management considers the credit quality of each individual investment. Management reviewed the collectibility of these investments, taking into account such factors as the financial condition of the issuers, reported regulatory capital ratios, and credit ratings, when available, and other factors. All corporate bond debt securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. The Company considers the potential credit risk of the issuers to be immaterial and has not allocated an allowance for credit losses on its corporate bond portfolio as of September 30, 2025 and December 31, 2024.
Collateralized loan obligations (“CLO”)
The Company’s CLO portfolio is comprised of an actively managed portfolio of senior secured Class A Notes. Management considers the credit quality of each individual investment. Management reviewed the collectibility of these investments, taking into account such factors as the financial condition of the issuers and credit ratings, when available and other factors. All CLO securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. The Company considers the potential credit risk of the issuers to be immaterial and has not allocated an allowance for credit losses on its CLO portfolio as of September 30, 2025.
13
4. LOANS
The following table sets forth the classification of the Company’s loans by loan portfolio segment for the periods presented.
Residential real estate
751,455
729,254
Multi-family
537,333
550,570
Commercial real estate
532,346
546,257
Commercial and industrial
161,240
145,457
Construction and land development
5,905
Consumer
404
503
Total loans
Total loans, net
At September 30, 2025 and December 31, 2024, the Company was servicing approximately $381.3 million and $338.8 million, respectively, of loans for others. The Company had $1.2 million and $11.0 million of SBA loans held for sale at September 30, 2025 and December 31, 2024, respectively. The Company had $7.6 million and $1.4 million of residential real estate loans held for sale at September 30, 2025 and December 31, 2024, respectively.
For the three months ended September 30, 2025 and 2024, the Company sold loans totaling approximately $44.5 million and $43.5 million, respectively, recognizing net gains of $1.5 million and $2.8 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company sold loans totaling approximately $137.2 million and $105.6 million, respectively, recognizing net gains of $6.1 million and $7.9 million, respectively.
The following tables summarize the activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, 2025
Commercial
Construction
Residential
Multi-
and
and Land
Real Estate
Family
Industrial
Development
Allowance for credit losses:
Beginning balance
6,692
3,918
5,402
5,386
151
21,571
Charge-offs
(426)
(168)
(594)
Recoveries
Provision for credit losses (1)
(1,083)
(32)
414
2,129
(52)
1,375
Ending balance
5,609
3,886
5,390
7,349
99
21
22,354
Three Months Ended September 30, 2024
5,996
4,266
9,042
4,177
98
23,644
(368)
(70)
(438)
514
1,722
(2,652)
621
39
(44)
6,510
5,620
6,390
4,728
137
23,406
14
Nine Months Ended September 30, 2025
6,236
5,284
5,605
5,447
27
22,779
(33)
(731)
(3,835)
(4,599)
29
(627)
(1,365)
5,708
(6)
4,145
Nine Months Ended September 30, 2024
5,001
4,671
8,390
1,419
122
19,658
(30)
(216)
(614)
1,509
1,317
(1,970)
3,513
15
4,350
Allowance for Credit Losses on Unfunded Commitments
The Company has recorded an ACL for unfunded credit commitments, which is recorded in other liabilities. The provision for credit losses on unfunded commitments is recorded within the provision for credit losses on the Company’s income statement. The following table presents the allowance for credit losses for unfunded commitments for the three and nine months ended September 30, 2025 and 2024:
Balance at beginning of period
501
314
124
(50)
190
Balance at end of period
451
The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 89 days still accruing as of September 30, 2025 and December 31, 2024:
Nonaccrual
Loans Past
With No
Due Over
89 Days
for Credit Loss
Still Accruing
7,492
1,062
2,246
3,307
2,133
6,982
10,687
17,169
5,497
864
5,300
5,325
1,567
4,682
13,228
16,368
The Company recognized $296 thousand and $79 thousand of interest income on nonaccrual loans during the nine months ended September 30, 2025 and 2024, respectively.
Individually Analyzed Loans
The Company analyzes loans on an individual basis when management has determined that the loan no longer exhibits risk characteristics consistent with the risk characteristics existing in its designed pool of loans, under the Company’s CECL methodology. Loans individually analyzed include certain nonaccrual loans.
As of September 30, 2025, the amortized cost basis of individually analyzed loans amounted to $16.2 million, of which $15.2 million were considered collateral dependent. For collateral dependent loans where foreclosure is probable or the borrower is experiencing financial difficulty and repayment is likely to be substantially provided through the sale or operation of the collateral, the ACL is measured based on the difference between the fair value of the collateral adjusted for sales costs and the amortized cost basis of the loan, at measurement date. Certain assets held as collateral may be exposed to future deterioration in fair value, particularly due to changes in real estate markets or usage.
16
The following tables present the amortized cost basis and related allowance for credit loss of individually analyzed loans considered to be collateral dependent as of September 30, 2025 and December 31, 2024.
Amortized Cost Basis
Related Allowance
Residential real estate (1)
7,288
Multi-family (2)
442
64
Commercial real estate (2)
2,154
490
Commercial and industrial (1) (2) (3)
5,356
3,012
15,240
3,566
5,783
5,235
3,753
2,500
15,635
The following tables present the aging of the amortized cost basis in past due loans as of September 30, 2025 and December 31, 2024 by class of loans:
30 - 59
60 - 89
Greater than
Days
Loans Not
Past Due
9,361
1,871
5,928
17,160
734,295
1,421
1,870
535,463
4,034
7,454
5,264
16,752
515,594
1,888
606
6,193
8,687
152,553
367
16,741
9,931
17,834
44,506
1,944,177
5,215
3,362
4,229
12,806
716,448
1,442
549,128
1,347
6,672
539,585
2,533
661
4,305
7,499
137,958
10,537
4,023
13,859
28,419
1,957,105
The Company may occasionally make modifications to loans where the borrower is considered to be in financial distress. Types of modifications include principal reductions, significant payment delays, term extensions, interest rate reductions or a combination thereof. The amount of principal reduction is charged-off against the allowance for credit losses.
The following tables present the amortized cost basis of loans that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2025 and 2024, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
% of
Interest
Class of
Principal
Payment
Term
Rate
Financing
Reduction
Delay
Extension
Combination
Receivable
1,142
0.21
%
241
0.15
0.07
1,140
0.20
The Company had no commitment to lend additional funds to borrowers for which modifications described above were made during the three and nine months ended September 30, 2025 and 2024.
The Company monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. No such loans that have been modified in the twelve month periods preceeding September 30, 2025 and September 30, 2024 were past due.
18
The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three and nine months ended September 30, 2025 and 2024:
Weighted
Average
(in months)
Interest Rate
362
Upon the Company’s determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. During the three and nine months ended September 30, 2025 and 2024, no loans that were modified to borrowers experiencing financial difficulty had a payment default within twelve months of modification.
19
Credit Quality Indicators:
The Company has adopted a credit risk rating system as part of the risk assessment of its loan portfolio. The Company’s lending officers are required to assign a credit risk rating to each loan in their portfolio at origination. When the lender learns of important financial developments, the risk rating is reviewed and adjusted if necessary. In addition, the Company engages a third-party independent loan reviewer that performs quarterly reviews of a sample of loans, validating the credit risk ratings assigned to such loans. The credit risk ratings play an important role in the establishment of the loan loss provision and to confirm the adequacy of the allowance for credit losses.
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 documentation, public information, and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to credit risk. The Company uses the following definitions for risk ratings:
Special Mention: The loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the asset or in the Company’s credit position at some future date.
Substandard: The loan is inadequately protected by current sound worth and paying capacity of the obligor or collateral pledged, if any. Loans classified as Substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful: The loan has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing factors, conditions, and values, highly questionable and improbable.
Loans not having a credit risk rating of Special Mention, Substandard or Doubtful are considered pass loans.
The following table summarizes the Company’s loans by year of origination and internally assigned credit risk at September 30, 2025 and gross charge-offs for the nine months ended September 30, 2025:
Revolving
Term Loans Amortized Cost by Origination Year
Loans to
2023
2022
2021
Prior
Term Loans
Pass
103,252
138,095
156,343
145,338
40,196
129,603
25,583
738,410
Special Mention
525
1,408
1,188
1,455
4,576
Substandard
1,144
382
2,392
515
3,433
7,866
Total Residential real estate
104,396
138,477
159,260
146,746
41,899
134,491
750,852
Current period gross charge-offs
15,364
2,741
37,247
322,712
90,091
68,729
536,884
Total Multi-family
69,178
33
81,067
55,516
68,913
159,971
38,161
103,458
507,086
176
289
477
9,534
3,003
13,479
8,854
938
1,700
11,781
Total Commercial real estate
81,243
64,659
69,679
170,443
108,161
426
305
731
40,772
42,568
37,833
7,265
4,635
3,725
136,798
941
14,949
391
17,222
2,731
1,433
1,116
1,076
850
7,220
Total Commercial and industrial
40,786
46,240
54,215
8,381
6,652
4,966
1,266
69
3,835
1,464
2,125
3,780
Total Construction and land development
44
83
263
Total Consumer
Total Loans
242,494
253,664
320,664
652,076
176,803
316,796
1,988,080
Gross charge-offs
495
4,599
The following table summarizes the Company’s loans by year of origination and internally assigned credit risk at December 31, 2024:
2020
81,599
180,498
193,204
58,694
33,539
143,580
716,118
407
877
585
2,110
768
5,946
679
589
3,467
1,418
6,667
82,006
181,889
194,468
60,482
35,649
147,815
26,422
728,731
2,814
3,393
292,430
159,094
35,368
56,158
549,257
450
863
159,957
56,608
69,436
83,159
173,301
78,044
21,870
104,957
530,767
911
1,709
3,866
399
1,298
8,183
2,790
483
7,307
84,070
175,010
84,700
22,752
110,289
49,979
69,149
8,834
6,022
2,496
137,855
251
544
805
416
2,252
42
815
1,261
249
5,350
50,257
70,215
11,334
7,827
2,429
3,395
921
3,288
5,473
9,682
3,801
9,274
138
292
73
205,572
343,147
673,315
322,240
96,198
318,107
1,985,001
5. EQUITY COMPENSATION PLANS
The Company’s 2021 and 2018 Equity Compensation Plans (the “2021 Plan” and the “2018 Plan,” respectively) provide for the grant of stock-based compensation awards to members of management, including employees and management officials, and members of the Board. Under the 2021 Plan, a total of 427,500 shares of the Company’s common stock or equivalents were approved for issuance, of which 157,445 shares remain available for issuance at September 30, 2025. Of the total 346,000 shares of common stock approved for issuance under the 2018 Plan, 9,767 shares remain available for issuance at September 30, 2025.
Stock Options
Stock options are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant, and generally with vesting periods of three years and contractual terms of ten years. All stock options fully vest upon a change in control.
The fair value of stock options is estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected volatilities are based on historical volatilities of the common stock of the Company’s peers. The Company uses historical data to estimate option exercise and post-vesting termination behavior. Expected terms are based on historical data and represent the periods in which the options are expected to be outstanding. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
There were 42,000 stock options exercised resulting in the net issuance (after netting the value of the exercise price and/or certain tax liabilities) of 14,332 shares of common stock during the nine months ended September 30, 2025. There were 99,392 stock options exercised resulting in the net issuance of 39,170 shares of common stock during the nine months ended September 30, 2024.
A summary of stock option activity follows (aggregate intrinsic value in thousands):
Aggregate
Remaining
Exercise
Intrinsic
Contractual
Options
Price
Outstanding, January 1, 2025
58,000
8.11
835
0.82 years
Granted
Exercised
(42,000)
6.25
Forfeited
Outstanding, September 30, 2025 (1)
16,000
13.00
157
0.92 years
The following table presents information related to the stock option plan for the periods presented:
Intrinsic value of options exercised
847
736
Cash received from option exercises
Tax benefit from option exercises
296
229
There was no compensation expense attributable to stock options for the three and nine months ended September 30, 2025 and 2024.
Restricted Stock Awards
During the nine months ended September 30, 2025 and 2024, restricted stock awards of 57,250 shares and 59,161 shares, respectively, were granted with a five-year vesting period. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at issue date.
23
A summary of restricted stock awards activity follows:
Weighted-Average
Grant Date Fair
Shares
Unvested, January 1, 2025
236,203
18.95
57,250
25.81
Vested
(73,240)
19.24
(17,259)
19.91
Unvested, September 30, 2025
202,954
20.70
Compensation expense attributable to restricted stock awards was $283 thousand and $360 thousand for the three months ended September 30, 2025 and 2024, respectively. Compensation expense attributable to restricted stock awards was $956 thousand and $1,030 thousand for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, there was $3.2 million and $3.1 million of total unrealized compensation cost related to unvested restricted stock, expected to be recognized over a weighted-average term of 3.19 years and 3.00 years, respectively. The total fair value of shares vested during the nine months ended September 30, 2025 and 2024 was $1.8 million and $1.2 million, respectively.
Restricted Stock Units
Long Term Incentive Plan
Restricted stock units (“RSU”s) represent an obligation to deliver shares to a grantee at a future date if certain vesting conditions are met. RSUs are subject to a time-based vesting schedule and the satisfaction of performance conditions and are settled in shares of the Company's common stock. RSUs do not provide voting rights and RSUs may accrue dividends from the date of grant.
The following table summarizes the unvested performance-based RSU activity for the nine months ended September 30, 2025:
38,271
19.73
22,345
26.30
Incremental performance shares vested
9,086
(42,484)
(4,873)
During the nine months ended September 30, 2025, the Company granted 22,345 RSUs. These performance-based RSUs cliff vest after three years and are subject to the achievement of the Company's pre-defined performance goals for the three-year period ending December 31, 2027.
Compensation expense attributable to RSUs was $40 thousand and $56 thousand, respectively, for the three months ended September 30, 2025 and 2024. Compensation expense attributable to RSUs was $252 thousand and $168 thousand, respectively, for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, there was $462 thousand and $31 thousand of total unrecognized compensation cost related to non-vested RSUs.
24
6. REGULATORY MATTERS
The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Capital adequacy regulations and, additionally, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action. The effects of accumulated other comprehensive income or loss is not included in computing regulatory capital. Management believes as of September 30, 2025, the Bank meets all capital adequacy requirements to which it is subject.
In addition to the minimum capital requirements discussed above, the Bank is also required to maintain a capital buffer above the requirements set forth in the capital adequacy regulations. Failure to maintain the required buffer could impair the Bank’s ability to pay dividends to the Company and to pay certain compensation to its executives.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized or worse, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At September 30, 2025 and December 31, 2024, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.
Under a policy of the Federal Reserve applicable to bank holding companies with less than $3.0 billion in consolidated assets, the Company is not subject to consolidated regulatory capital requirements.
The following table sets forth the Bank’s actual and required capital amounts (in thousands) and ratios under current regulations:
Minimum Capital
Minimum to Be Well
Adequacy Requirement
Capitalized Under
with Capital
Prompt Corrective
Actual Capital
Conservation Buffer
Action Provisions
Amount
Ratio
Total capital to risk-weighted assets
225,016
14.38
125,147
8.00
164,256
10.50
156,434
10.00
Tier 1 capital to risk-weighted assets
205,434
13.13
93,860
6.00
132,969
8.50
Common equity tier 1 capital to risk-weighted assets
70,395
4.50
109,504
7.00
101,682
6.50
Tier 1 capital to average total assets
9.15
89,853
4.00
N/A
112,316
5.00
220,696
14.58
121,127
158,979
151,408
201,744
13.32
90,845
128,697
68,134
105,986
98,416
9.13
88,382
110,478
Dividend restrictions - The Company’s principal source of funds for dividend and debt service payments is dividends received from the Bank. During the nine months ended September 30, 2025 the Bank paid $4.9 million in cash dividends to the Company. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. As of September 30, 2025, the Bank had $26.0 million of retained net income available for dividends to the Company, without obtaining regulatory approval, provided that the Bank satisfies the regulatory capital requirements, including the capital conservation buffer, disclosed above.
7. FAIR VALUE
FASB ASC No. 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using appropriate valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. Accordingly, categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As such, the fair value estimates may not be realized in an immediate transfer of the respective asset or liability.
FASB ASC 820-10 also establishes a fair value hierarchy and describes three levels of inputs that may be used to measure fair values. The three levels within the fair value hierarchy are as follows:
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
26
Assets Measured at Fair Value on a Recurring Basis
The following presents fair value measurements on a recurring basis at September 30, 2025 and December 31, 2024:
Fair Value Measurements Using:
Quoted Prices In
Significant
Active Markets
Significant Other
Unobservable
Carrying
for Identical Assets
Observable Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Financial assets:
Available-for-sale securities:
106,468
Financial liabilities:
Derivatives
1,210
for Identical
Assets
(In thousands)
68
89,839
83,823
927
The fair value for the securities available-for-sale were obtained from an independent broker based upon matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. The Company has determined these are classified as Level 2 inputs within the fair value hierarchy.
Derivatives represent interest rate swaps for which the estimated fair values are based on valuation models using observable market data as of the measurement date resulting in a Level 2 classification.
The fair value of collateral-dependent loans with specific allocations of the allowance for credit losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Non-real estate collateral may be valued using an appraisal, net book value per the borrowers financial statements, adjusted or discounted based on management’s knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Collateral-dependent loans are evaluated on a quarterly basis and adjusted in accordance with the allowance policy.
The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated future servicing income. The valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income. The fair value of loan servicing rights related to residential mortgage loans at September 30, 2025 was determined based on discounted expected future cash flows using discount rates ranging from 12.3% to 14.8%, prepayment speeds ranging from 17.8% to 19.0% and a weighted average life ranging from 1.6 to 3.6 years. Fair value at December 31, 2024 for loan servicing rights related to residential mortgage loans was determined based on discounted expected future cash flows using discount rates ranging from 13.0% to 15.5%, prepayment speeds ranging from 18.0% to 19.4% and a weighted average life ranging from 2.0 to 3.5 years.
The fair value of loan servicing rights for SBA loans at September 30, 2025 was determined based on discounted expected future cash flows using discount rates ranging from 6.9% to 47.1%, prepayment speeds ranging from 7.5% to 29.8% and a weighted average life ranging from 0.5 to 5.5 years. The fair value of loan servicing rights for SBA loans at December 31, 2024 was determined based on discounted expected future cash flows using discount rates ranging from 5.5% to 43.4%, prepayment speeds ranging from 9.3% to 35.0% and a weighted average life ranging from 0.8 to 5.1 years.
The Company has determined these are mostly unobservable inputs and considers them Level 3 inputs within the fair value hierarchy.
The following table presents the changes in mortgage servicing rights for the periods presented:
6,449
5,465
4,668
Additions
178
518
1,129
1,596
Adjustment to fair value
(196)
(218)
(714)
(499)
5,765
Assets Measured at Fair Value on a Non-recurring Basis
There were no assets measured at fair value on a non-recurring basis as of December 31, 2024. Assets measured at fair value on a non-recurring basis as of September 30, 2025 are summarized below:
Collateral-dependent loans:
378
656
854
Total collateral-dependent loans
28
The fair value amounts shown in the table above are individually analyzed loans net of reserves allocated to said loans. The total reserves allocated to these loans were $3.6 million at September 30, 2025.
The table below presents quantitative information about level 3 fair value measurements for assets measured at fair value on a non-recurring basis at September 30, 2025:
Range
Valuation Technique
Unobservable Inputs
(Weighted Average)
(Dollar in thousands)
Income approach
Adjustments to
12.00%
appraised value
(12.00%)
8.00%
(8.00%)
Sales comparison approach
Financial Instruments Not Measured at Fair Value
The following presents the carrying amounts and estimated fair values of the Company’s financial instruments not carried at fair value at September 30, 2025 and December 31, 2024:
Total Fair
Cash and cash equivalents
Securities held-to-maturity
1,957,727
1,130
10,694
563,054
Demand and other deposits
1,412,519
101,433
Subordinated debentures
26,243
1,802
1,940,452
931
10,918
498,226
1,456,513
107,530
30,909
1,527
8. BORROWINGS
Federal Home Loan Bank (“FHLB”) Advances
At September 30, 2025 and December 31, 2024, FHLB term borrowings outstanding were $100.7 million and $107.8 million, respectively, all of which were fixed rate.
There were no FHLB overnight borrowings outstanding at September 30, 2025 and December 31, 2024.
Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by residential and commercial mortgage loans under a blanket lien arrangement at September 30, 2025 and December 31, 2024. Based on this collateral and the Company’s holdings of FHLB stock, the Company was eligible to borrow up to an additional total of $175.8 million and $97.9 million at September 30, 2025 and December 31, 2024, respectively.
The following tables set forth the contractual maturities in the next five years and weighted average interest rates of the Company’s fixed rate FHLB advances (dollars in thousands):
Balance at September 30,
Contractual Maturity
Average Rate
Overnight
2026, rates from 4.29% to 4.98%
40,475
2027, rates from 4.13% to 4.74%
40,250
4.32
2028, rates from 3.99% to 4.58%
4.18
Total term advances
4.36
Total FHLB advances
30
Balance at December 31,
2025, rates from 0.56% to 0.59%
7,080
0.58
4.11
Federal Reserve Borrowings
The Company pledges residential and commercial loans and investments to the Federal Reserve Bank of New York’s Discount Window. Based on this collateral, the Company was eligible to borrow up to $101.5 million and $247.2 million as of September 30, 2025 and December 31, 2024, respectively. The Company did not have any outstanding borrowings against this line as of September 30, 2025 and December 31, 2024.
Correspondent Bank Borrowings
At September 30, 2025, approximately $92.0 million in unsecured lines of credit extended by correspondent banks were available to be utilized for short-term funding purposes. No borrowings were outstanding under lines of credit with correspondent banks at September 30, 2025 and December 31, 2024.
9. SUBORDINATED DEBENTURES
In October 2020, the Company completed the private placement of $25.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2030 (the “Notes”) to certain qualified institutional buyers and accredited investors. The Notes bore interest, payable semi-annually, at the rate of 5.00% per annum, until October 15, 2025. From and including October 15, 2025 through maturity or earlier redemption, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 487.4 basis points. The Company may, at its option, beginning with the interest payment date of October 15, 2025, and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part, subject to the receipt of any required regulatory approval. The Notes are not subject to redemption at the option of the holders of the Notes. The portion of the proceeds of these subordinated notes contributed to the Bank is included as a component of the Bank’s Tier 1 capital for regulatory reporting.
At September 30, 2025 and December 31, 2024, the unamortized issuance costs of the Notes were $0.3 million. For the three months ended September 30, 2025 and 2024, $13 thousand in issuance costs were recorded in interest expense. For the nine months ended September 30, 2025 and 2024, $40 thousand in issuance costs were recorded in interest expense. The Notes are presented net of unamortized issuance costs in the Company’s Consolidated Statements of Financial Condition.
31
10. DERIVATIVES
As part of its asset liability management, the Company utilizes interest rate swap agreements to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent the amount exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.
The following sets forth information regarding the Company’s derivative financial instruments as of the dates indicated:
Liabilities
Notional
Fair Value (1)
Cash flow hedges:
Interest rate swaps (Brokered Certificates of Deposit)
75,000
(675)
Fair value hedges:
Interest rate swaps (Loans)
50,000
(535)
125,000
(1,210)
25,000
(451)
(476)
100,000
(927)
Cash Flow Hedges of Interest Rate Risk
Interest rate swaps with notional amounts totaling $75.0 million as of September 30, 2025 and December 31, 2024, were designated as cash flow hedges of certain Brokered Certificates of Deposit. The swaps were determined to be fully effective during the periods presented and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps is recorded in other assets/(other liabilities) with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swaps.
The following table presents the net gains (losses) recorded in accumulated other comprehensive income and the consolidated statements of income relating to the cash flow derivative instruments for the periods indicated.
Gain (loss) recognized in other comprehensive income, net of tax
(Loss) gain recognized in interest expense
184
557
32
Fair Value Hedges of Interest Rate Risk
On November 1, 2023, the Company entered into a three year interest rate swap with a notional amount totaling $50 million which was designated as a fair value hedge of certain fixed rate residential mortgages. The Company pays a fixed rate of 4.56% and receives a floating rate based on SOFR for the life of the agreement without an exchange of the underlying notional amount. The hedge was determined to be effective during all periods presented and the Company expects the hedge to remain effective during the remaining term of the swap. The gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk is recognized in interest income.
The following table presents the effects of the Company’s derivative instruments designated as fair value hedges on the Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024.
Net gain on hedged items recorded in interest income on loans
(Loss) gain on hedge recorded in interest income on loans
(28)
93
(84)
284
At September 30, 2025 and December 31, 2024, the following amounts were recorded on the Statement of Financial Condition related to cumulative basis adjustment for fair value hedges.
September 30,
December 31,
Loans receivable:
Carrying amount of the hedged assets(1)
Fair value hedging adjustment included in the carrying amount of the hedged assets
603
523
Credit-Risk-Related Contingent Features
The Company has minimum collateral posting thresholds with certain of its derivative counterparties. If the termination value of derivatives is a net liability position, the Company is required to post collateral against its obligations under the agreements. However, if the termination value of derivatives is a net asset position, the counterparty is required to post collateral to the Company. At September 30, 2025 and December 31, 2024, the Company posted $1.2 million and $0.7 million, respectively, in collateral to its counterparties in a net liability position.
11. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The following presents changes in accumulated other comprehensive (loss) income by component, net of tax, for the periods indicated:
Unrealized Gains and
Gains and
Losses on Available-
Losses on
for-Sale Debt
Cash Flow
Hedges
Balance at July 1, 2025
(658)
(569)
Other comprehensive income, before reclassification
Amount reclassified from accumulated other comprehensive income
Net current period other comprehensive income
(252)
(526)
Balance at July 1, 2024
(1,399)
Other comprehensive income (loss), before reclassification
Net current period other comprehensive income (loss)
(961)
(1,159)
(1,035)
(299)
(1,466)
(984)
There were no significant amounts reclassified out of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024.
34
12. SEGMENT INFORMATION
The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker (the “CODM”). 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, "Community 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 Community Banking segment.
The Company provides a range of community banking services, including commercial and consumer lending, personal and business banking, cash management services, and other financial services primarily to individuals, businesses, and municipalities in the New York metropolitan area.
The CODM is provided with the Company’s consolidated statements of financial condition and income 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 statements of income. These results are used to measure 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 compensation. All revenues are derived from banking operations within the United States, and for the three and nine months ended September 30, 2025 and 2024, there was no customer that accounted for more than 10% of the Company's consolidated revenue.
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ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements - This document contains a number of forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects of the Company. Forward-looking statements are typically identified by words such as “should,” “likely,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “target,” “project,” “goal” and other similar words and expressions. The forward-looking statements involve certain risks and uncertainties. The ability of the Company to predict results or the actual effects of its plans and strategies is subject to inherent uncertainty.
Factors that may cause actual results or earnings to differ materially from such forward-looking statements include those set forth in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated by the Company’s subsequent filings with the SEC and, among others, the following:
Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document. All subsequent written and oral forward-looking statements concerning matters addressed in this document and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this document. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.
Non-GAAP Disclosure - This discussion includes discussions of the Company’s tangible common equity (“TCE”) ratio, TCE, tangible assets and efficiency ratio, all of which are non-GAAP financial measures. A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or modifies amounts that are required to be disclosed in the most directly comparable measure calculated and presented in accordance with U.S. GAAP. The Company believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and the Company’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other financial institutions.
With respect to the calculations and reconciliations of TCE, tangible assets and the TCE ratio, please see Liquidity and Capital Resources contained herein for a reconciliation to the most directly comparable GAAP measure.
Executive Summary – The Company is a one-bank holding company incorporated in 2016. The Company operates as the parent for its wholly owned subsidiary, the Bank, which commenced operations in 2008. The income of the Company is primarily derived through the operations of the Bank. Unless the context otherwise requires, references herein to the Company include the Company and the Bank on a consolidated basis.
The Company completed its core processing system conversion to FIS Horizon in February 2025. This conversion, coupled with our recently refreshed corporate logo, exemplifies our momentum towards a more technologically advanced, modern and digitally forward-thinking bank.
The Company was added to the Russell 2000 Index in late June 2025. The Russell 2000 Index encompasses the 2,000 largest U.S.-traded stocks by objective, market-capitalization rankings, and style attributes. The Russell Indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies.
The Bank operates as a locally headquartered, community-oriented bank, serving customers throughout the New York metro area from offices in Nassau, Suffolk, Queens, Kings (Brooklyn) and New York (Manhattan) Counties, New York and Freehold in Monmouth County, New Jersey. We opened the Bank’s Hauppauge Business Banking Center in Hauppauge, Suffolk County, New York in May 2023. This location is the nexus of our expanded commercial lending and deposit activities that are integral to the ongoing diversification of our balance sheet as we fill the void left by the diminishing number of commercial banks in the NYC Metro area. In June 2025, we opened a full-service branch in Port Jefferson, on Long Island, New York to serve the thriving Suffolk County area. During the fourth quarter of 2023, we began offering business banking services to the legal, licensed cannabis industry, initially in New York state. We now offer these services in New Jersey and may in the future consider opening accounts for licensed entities in other states. We offer personal and business loans on a secured and unsecured basis, SBA and USDA guaranteed loans, revolving lines of credit, commercial mortgage loans, and one- to four-family non-qualified mortgages secured by primary and secondary residences that may be owner occupied or investment properties, home equity loans, bridge loans and other personal purpose loans.
The Bank works to provide more direct, personal attention to customers than management believes is offered by competing financial institutions, the majority of which are headquartered outside of the Bank’s primary trade area and are represented locally by branch offices. By striving to employ professional, responsive and knowledgeable staff, the Bank believes it offers a superior level of service to its customers. As a result of senior management’s availability for consultation on a daily basis, the Bank believes it offers customers quicker responses on loan applications and other banking transactions, as well as greater and earlier certainty as to whether these transactions will actually close, than competitors, whose decisions may take longer and be made in distant headquarters.
Historically, the Bank has generated additional income by strategically originating and selling residential and government guaranteed loans to other financial institutions at premiums, while also retaining servicing rights in some sales. However, with the rapid and significant rise in market interest rates in recent years, the appetite among the Bank’s purchasers of residential loans for pools of loans declined, eliminating the Bank’s ability to sell residential loans in its portfolio on desirable terms. In response, the Bank developed a flow origination program under which the Bank originates individual loans for sale to specific buyers, thereby positioning the Bank to resume residential loan sales and generate fee income to complement sale premiums earned from the sale of the guaranteed portion of SBA loans. The Bank is an approved SBA Preferred Lender, enabling the Bank to process SBA applications under delegated authority from the SBA and enhancing the Bank’s ability to compete more effectively for SBA lending opportunities.
The Bank remains focused on expanding its core verticals and continues to originate loans for its portfolio and for sale in the secondary market under its residential flow origination program. During the quarters ended September 30, 2025 and 2024, the Company sold $21.4 million and $16.5 million, respectively, of residential loans under its flow origination program and recorded gains on sale of loans held-for-sale of $0.5 million and $0.4 million, respectively.
During the quarters ended September 30, 2025 and 2024, the Company sold approximately $11.4 million and $27.1 million, respectively, in government guaranteed SBA loans and recorded gains on sale of loans held-for-sale of $0.9 million and $2.4 million, respectively. SBA loan originations and gains on sale were lower than expected due to a confluence of factors. One factor is the impact of the “higher-for-longer” interest rate environment that management believes has both worsened the financial condition of and reduced demand among small business borrowers, resulting in a lower volume of creditworthy customers. Another factor is the negative impact of and uncertainty created by tariffs, which we believe have also dampened loan demand among borrowers in certain industries. A third factor is the Bank’s decision to tighten credit standards over the course of the last year. Although management continues to believe this to be a prudent measure, it has nonetheless resulted in a lower volume of loan approvals. Taken together these and other factors have adversely impacted SBA loan originations and closings. The Bank concluded the third quarter of 2025 with C&I loan originations of approximately $24.1 million. Based on its existing pipeline, the Bank expects C&I lending and deposit activity to grow as the year progresses.
The Bank finances most of its activities through a combination of deposits, including non-interest-bearing demand, savings, NOW and money market deposits as well as time deposits, and both short- and long-term borrowings. The Company’s chief competition includes local banks within its market area, New York City money center banks and regional banks, as well as non-bank lenders, including fintech lenders.
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Financial Performance Summary
As of or for the three and nine months ended September 30, 2025 and 2024
(dollars in thousands, except per share data)
Three months ended
Nine months ended
Revenue (1)
18,008
17,056
54,725
50,436
Non-interest expense
Net income per share - diluted
Return on average assets
0.61
0.62
0.44
0.50
Return on average stockholders' equity (2)
6.90
7.35
5.93
Tier 1 leverage ratio
8.85
Common equity tier 1 risk-based capital ratio
12.99
Tier 1 risk-based capital ratio
Total risk-based capital ratio
14.24
Total stockholders' equity/total assets (3)
8.66
8.26
Tangible common equity ratio (non-GAAP) (2)
7.89
7.49
Efficiency ratio (4)
66.71
71.75
74.23
68.82
At September 30, 2025 the Company, on a consolidated basis, had total assets of $2.3 billion, total deposits of $2.0 billion and total stockholders’ equity of $201.8 million. The Company recorded net income of $3.5 million, or $0.47 per diluted share (including Series A preferred shares) for the three months ended September 30, 2025 compared to net income of $3.5 million, or $0.48 per diluted share (including Series A preferred shares), for the same period in 2024.
During the quarter ended September 30, 2025, net interest income increased $2.1 million and non-interest expense decreased $0.2 million compared to the September 30, 2024 quarter. These were offset by an increase of $1.1 million in provision for credit losses and a decrease of $1.2 million in non-interest income, particularly a decrease in gain on sale of loans held for sale of $1.4 million, resulting in flat earnings between these periods.
The Company’s return on average assets and return on average stockholders’ equity were 0.61% and 6.90%, respectively, for the three months ended September 30, 2025, versus 0.62% and 7.35%, respectively, for the comparable 2024 quarter.
Total non-accrual loans at September 30, 2025 were $17.2 million, or 0.86% of total loans, compared to $16.4 million, or 0.82% of total loans at December 31, 2024 and $15.4 million, or 0.77% of total loans, at September 30, 2024. The allowance for credit losses as a percentage of total non-accrual loans amounted to 130%, 139% and 152% at September 30, 2025, December 31, 2024 and September 30, 2024, respectively.
The Company’s efficiency ratio was 66.71% for the three months ended September 30, 2025, versus 71.75% in the September 30, 2024 quarter.
Critical Accounting Policies, Judgments and Estimates - To prepare financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. Critical accounting estimates are accounting estimates where (a) the nature of the estimate is material due to levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and (b) the impact of the estimate on financial condition or operating performance is material. At September 30, 2025, there have been no material changes to the Company’s critical accounting policies as compared to the critical accounting policies disclosed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2024.
Financial Condition – Total assets of the Company were $2.3 billion at September 30, 2025 and at December 31, 2024. Total securities available for sale at September 30, 2025 were $100.0 million, an increase of $16.3 million from December 31, 2024, primarily driven by growth in collateralized mortgage obligations and corporate bonds. Total loans at September 30, 2025 and December 31, 2024 were $2.0 billion. Total deposits were $2.0 billion at September 30, 2025 and at December 31, 2024. Total borrowings and subordinated debt at September 30, 2025 were $125.5 million, including $100.7 million of outstanding FHLB advances, compared to $132.5 million at December 31, 2024.
At September 30, 2025, the residential loan portfolio amounted to $751.5 million, or 37.8% of total loans. Commercial real estate loans, including multi-family loans and construction and land development loans, totaled $1.1 billion or 54.1% of total loans at September 30, 2025. Commercial and industrial loans totaled $161.2 million or 8.1% of total loans at September 30, 2025.
Total deposits were $2.0 billion at September 30, 2025 and at December 31, 2024. Our loan to deposit ratio was 101% at September 30, 2025 and 102% at December 31, 2024. Core deposit balances, which consist of demand, NOW, savings and money market deposits, represented 71.5% and 74.5% of total deposits at September 30, 2025 and December 31, 2024, respectively. At those dates, demand deposit balances represented 11.8% and 10.8% of total deposits. The Company’s municipal deposit program is built on long-standing relationships developed in the local marketplace. We believe that this core deposit business will continue to provide a stable source of funding for the Company’s lending products at costs lower than both consumer deposits and market-based borrowings. The Company continues to broaden its municipal deposit base and currently services 42 municipal customer relationships. At September 30, 2025, total municipal deposits were $513.6 million, representing 26.0% of total deposits, compared to $509.3 million, or 26.1% of total deposits at December 31, 2024. The weighted average rate on the municipal deposit portfolio was 3.47% at September 30, 2025. The aggregate amount of the Company’s outstanding uninsured deposits was $281.9 million or 14.3% of total deposits as of September 30, 2025 and $252.0 million or 12.9% of total deposits as of December 31, 2024.
Borrowings at September 30, 2025 and December 31, 2024 were $100.7 milliion and $107.8 million, respectively, comprised of outstanding FHLB advances. The Company had no borrowings outstanding under lines of credit with correspondent banks at September 30, 2025 and December 31, 2024.
Commercial Real Estate Statistics
The Company continues to actively manage its Multi-Family and Commercial Real Estate portfolios which resulted in a reduction in the commercial real estate concentration ratio to 362% of capital at September 30, 2025 from 385% at December 31, 2024. The Company will selectively explore Commercial Real Estate opportunities with an emphasis on relationship based Commercial Real Estate lending.
A significant portion of the Bank’s commercial real estate portfolio consists of loans secured by Multi-Family and CRE-Investor owned real estate that are predominantly subject to fixed interest rates for an initial period of 5 years. The Bank’s exposure to Land/Construction loans as of September 30, 2025 is not significant at $5.9 million, all at floating interest rates. As shown below, as of September 30, 2025, 28% of the loan balances in these combined portfolios will either have a rate reset or mature in 2025 and 2026, with another 56% with rate resets or maturing in 2027.
Multi-Family Market Rent Portfolio Fixed Rate Reset/Maturity Schedule
Multi-Family Stabilized Rent Portfolio Fixed Rate Reset/Maturity Schedule
Calendar Period
# Loans
Total O/S ($000's omitted)
Avg O/S ($000's omitted)
Avg Interest Rate
1,531
510
7.38
4,622
1,541
4.65
2026
116,571
3,238
3.66
42,655
3.80
2027
184,209
2,632
4.41
51
122,134
2,395
4.22
2028
21,175
1,323
6.20
10,069
839
7.07
2029
4,877
813
7.70
4,291
1,073
6.38
2030+
14,563
2,427
6.23
9,742
1,392
4.40
Fixed Rate
342,926
2,503
97
193,513
1,995
4.35
Floating Rate
445
223
9.39
9.00
139
343,371
2,470
193,962
1,979
CRE Investor Portfolio Fixed Rate Reset/Maturity Schedule
25,621
1,348
38,468
1,202
5.17
88
148,355
1,686
4.86
30,613
1,093
6.65
5,970
1,194
6.70
16,914
846
6.59
192
265,941
1,385
5.47
10,493
1,312
9.11
Total CRE-Inv.
276,434
1,382
5.60
Stabilized Multi-Family Pro Forma Stress Results
The table below reflects a proforma stressed evaluation of the Bank’s multifamily stabilized loan portfolio as of September 30, 2025, using the primary assumption for a revised Debt Service Coverage Ratio (“DSCR”) calculation, for all loans where the current interest rate is below 6%. The current balance for these loans is recast at 6% (despite lower current market rates) with a 30-year amortization. The chart below reflects the impact of these adjustments on the portfolio. The projected loan to value (“LTV”) assumption resets all loans using a 6% cap rate (despite lower current cap rates) and the last reported property net operating income (“NOI”) to determine an implied property valuation and based on the current loan balance the resultant LTV.
Multi-Family Stabilized Rent Portfolio
DSCR Range
% of Total MF Portfolio
Current Weighted Average LTV
Projected Weighted Average LTV
< 1.0
13,946
60
96
1.0 < x <1.2
68,884
66
75
1.2 < x <1.3
38,089
63
1.3 < x <1.5
31,301
62
61
1.5 < x <2.0
33,500
57
x > 2.0
8,242
67
As reflected above, the results show approximately 2.60%, or 9 loans totaling $14 million of the total multi-family portfolio would have proforma DSCR’s less than 1x while maintaining projected weighted average LTV’s under 100%. Approximately 93% or 89 loans totaling $180 million would possess DSCR’s greater than 1x while maintaining a projected weighted average LTV well within our policy guidelines. Additionally, 73% of the stabilized loans and 72% of the entire multi-family are further secured with personal guarantees from the borrowers. Based on the maturities and rate resets in the previous 12 months, we believe the overall demand for multifamily housing in our market will allow our borrowers to address any adverse impact proactively. Of the previous 12 months maturities and rate resets, 27% of the loan pool successfully refinanced with other institutions at market rates similar to those used in the above analysis and the balance remained with the Bank.
Rental breakdown of Multi-Family portfolio
The table below segments our portfolio of loans secured by Multi-Family properties based on rental terms and location as of September 30, 2025. As shown below, 64% of the combined portfolio is secured by properties subject to free market rental terms, which is the dominant tenant type. Both the Market Rent and Stabilized Rent segments of our portfolio present very similar average borrower profiles. The portfolio is primarily located in the New York City boroughs of Brooklyn, the Bronx and Queens.
Multi-Family Loan Portfolio - Loans by Rent Type
Rent Type
# Notes
Outstanding Loan Balance
% of Total Multi-Family
Avg Loan Size
LTV
Current DSCR
Avg # of Units
($000's omitted)
Market
61.7
1.42
Location
Manhattan
10,203
1,458
49.4
1.91
Other NYC
91
254,076
47
2,792
61.5
1.40
Outside NYC
79,092
1,929
63.7
Stabilized
61.8
1.45
10,394
1,485
47.9
1.71
80
166,473
2,081
62.5
17,095
1,554
62.9
1.54
Office Property Exposure
The Bank’s exposure to the Office market is not significant. Loans secured by office space accounted for 2.67% of the total loan portfolio at September 30, 2025, with a total balance of $53.1 million, of which less than 1% is located in Manhattan. The pool has a 2.31x weighted average DSCR, a 52% weighted average LTV and less than $350,000 of exposure in Manhattan.
Liquidity and Capital Resources – Liquidity management is defined as the ability of the Company and the Bank to meet their financial obligations on a continuous basis without material loss or disruption of normal operations. These obligations include the withdrawal of deposits on demand or at their contractual maturity, the repayment of borrowings as they mature, funding new and existing loan commitments and the ability to take advantage of business opportunities as they arise. Asset liquidity is provided by short-term investments, such as fed funds sold, the marketability of securities available for sale and interest-bearing deposits due from the Federal Reserve Bank of New York, FHLB and correspondent banks, which totaled $267.6 million and $246.6 million at September 30, 2025 and December 31, 2024, respectively. These liquid assets may include assets that have been pledged primarily against municipal deposits or borrowings. Liquidity is also provided by the maintenance of a base of core deposits, cash and non-interest-bearing deposits due from banks, the ability to sell or pledge marketable assets and access to lines of credit. At September 30, 2025, undrawn liquidity sources, which include cash and unencumbered securities and secured and unsecured funding capacity, totaled $712.2 million or approximately 253% of uninsured deposit balances.
Liquidity is continuously monitored, thereby allowing management to better understand and react to emerging balance sheet trends, including temporary mismatches with regard to sources and uses of funds. After assessing actual and projected cash flow needs, management seeks to obtain funding at the most economical cost. These funds can be obtained by converting liquid assets to cash or by attracting new deposits or other sources of funding. Many factors affect the Company’s ability to meet liquidity needs, including variations in the markets served, loan demand, its asset/liability mix, its reputation and credit standing in its markets and general economic conditions. Borrowings and the scheduled amortization of investment securities and loans are more predictable funding sources. Deposit flows and securities prepayments are somewhat less predictable as they are often subject to external factors. Among these are changes in the local and national economies, competition from other financial institutions and changes in market interest rates.
The Company’s primary sources of funds are cash provided by deposits, which may include brokered and listing service deposits, borrowings, proceeds from maturities and sales of securities and cash provided by operating activities. At September 30, 2025, total deposits were $2.0 billion, of which $553.6 million were time deposits scheduled to mature within the next 12 months. Based on historical experience, the Company expects to be able to replace a substantial portion of those maturing deposits with comparable deposit products. Insured and collateralized deposits, which include municipal deposits, accounted for approximately 86% of total deposits at September 30, 2025. At September 30, 2025 and December 31, 2024, the Company had $100.7 million and $107.8 million, respectively, in borrowings outstanding.
The Liquidity and Wholesale Funding Policy of the Bank establishes specific policies and operating procedures governing liquidity levels to assist management in developing plans to address future and current liquidity needs. Management monitors the rates and cash flows from loan and investment portfolios while also examining the maturity structure and volatility characteristics of liabilities to develop an optimum asset/liability mix. Available funding sources include retail, commercial and municipal deposits, purchased liabilities and stockholders’ equity. Daily, management receives a current cash position update to ensure that all obligations are satisfied. On a weekly basis, appropriate senior management receives a current liquidity position report and a ninety day forecasted cash flow to ensure that all short-term obligations will be met and there is sufficient liquidity available. At September 30, 2025, the Bank had a total borrowing capacity of $814.1 million at the Federal Home Loan Bank of New York, of which $537.6 million was used to collateralize municipal deposits and $100.7 million was utilized for term advances. At September 30, 2025, the Bank had a $101.5 million collateralized line of credit from the Federal Reserve Bank of New York’s discount window with no outstanding borrowings. At September 30, 2025, the Bank had access to approximately $92 million in unsecured lines of credit extended by correspondent banks, if needed, for short-term funding purposes. No borrowings were outstanding under lines of credit with correspondent banks at September 30, 2025.
Our sources of wholesale funding included brokered deposits, listing service certificates of deposit and insured cash sweep (“ICS”) reciprocal deposits in excess of 20% of total liabilities, which balances totaled approximately $115.1 million, $2.4 million and $0, or 5.8%, 0.1% and 0.0% of total deposits, respectively, at September 30, 2025. We utilized brokered certificates of deposit and listing service certificates of deposit as alternatives to other forms of wholesale funding, including borrowings, when interest rates and market conditions favor the use of such deposits. For a portion of our brokered certificates of deposit, we utilized interest rate swap contracts to effectively extend their duration and to fix their cost.
The Company strives to maintain an efficient level of capital, commensurate with its risk profile, on which a competitive rate of return to stockholders will be realized over the short and long terms. Capital is managed to enhance stockholder value while providing flexibility for management to act opportunistically in a changing marketplace. Management continually evaluates the Company’s capital position in light of current and future growth objectives and regulatory guidelines. Total stockholders’ equity was $201.8 million at September 30, 2025 and $196.6 million at December 31, 2024. Retained earnings increased by $5.2 million due primarily to net income of $7.5 million for the nine months ended September 30, 2025, which was offset by $2.3 million of dividends declared. The accumulated other comprehensive loss at September 30, 2025 was 0.39% of total equity and was comprised of a $0.3 million after tax net unrealized loss on the investment portfolio and a $0.5 million after tax net unrealized loss on derivatives.
The Bank is subject to regulatory capital requirements. The Bank’s tier 1 leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios were 9.15%, 13.13%, 13.13% and 14.38%, respectively, at September 30, 2025, exceeding all regulatory guidelines for a well-capitalized institution, the highest regulatory capital category. Moreover, capital rules also place limits on capital distributions and certain discretionary bonus payments if a banking organization does not maintain a buffer of common equity tier 1 capital above the minimum capital requirements. At September 30, 2025, the Bank’s capital buffer was in excess of requirements.
On October 5, 2023, the Company announced that the Board of Directors approved a stock repurchase program. Under the repurchase program, the Company may repurchase up to 366,050 shares of its common stock, or approximately 5% of its then outstanding shares. The repurchase program permits shares to be repurchased in the open market as conditions allow, or in privately negotiated transactions, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. During the nine months ended September 30, 2025, the Company repurchased 25,264 shares of its common stock at an aggregate cost of $546 thousand. There were no share repurchases during the nine months ended September 30, 2024. The remaining buyback authority under the share repurchase program were 340,786 shares as of September 30, 2025. See “Part II – Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds” for additional information about repurchases of common stock.
The Company’s total stockholders’ equity to total assets ratio and tangible common equity to tangible assets ratio (“TCE ratio”) were 8.66% and 7.89%, respectively, at September 30, 2025, versus 8.50% and 7.73%, respectively, at December 31, 2024. The TCE ratio is a non-GAAP ratio. The ratio of total stockholders’ equity to total assets is the most comparable U.S. GAAP measure to this non-GAAP ratio. The ratio of tangible common equity to tangible assets, or TCE ratio, is calculated by dividing total stockholders’ equity by total assets, after reducing both amounts by intangible assets. The TCE ratio is not required by U.S. GAAP or by applicable bank regulatory requirements, but is a metric used by management to evaluate the adequacy of our capital levels. Since there is no authoritative requirement to calculate the TCE ratio, our TCE ratio is not necessarily comparable to similar capital measures disclosed or used by other companies in the financial services industry. Tangible common equity and tangible assets are non-GAAP financial measures and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with U.S. GAAP. Set forth below are the reconciliations of tangible common equity to U.S. GAAP total stockholders’ equity and tangible assets to U.S. GAAP total assets at September 30, 2025 (in thousands). (See also Non-GAAP Disclosure contained herein.)
Ratios
Total stockholders' equity (3)
Total assets
8.66%
(1)
Less: goodwill
(19,168)
Less: core deposit intangible
(209)
Tangible common equity (3)
182,456
Tangible assets
2,312,203
7.89%
(2)
All dividends must conform to applicable statutory and regulatory requirements. The Company’s ability to pay dividends to stockholders depends on the Bank’s ability to pay dividends to the Company. Additionally, the ability of the Bank to pay dividends to the Company is subject to certain regulatory restrictions. Under New York law, a bank may pay a dividend on its common stock only out of net profits, and must obtain the approval of the Superintendent of the DFS if the total of all dividends declared by a bank or trust company in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred stock.
The Company’s Board of Directors approved the declaration of a $0.10 per share cash dividend on both common and Series A preferred shares payable on November 20, 2025 to stockholders of record on November 13, 2025.
45
Off-Balance Sheet Arrangements - The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated financial statements. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to customers provided there are no violations of material conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer. Collateral required varies, but may include accounts receivable, inventory, equipment, real estate and income-producing commercial properties. At September 30, 2025 and December 31, 2024, commitments to originate loans and commitments under unused lines of credit for which the Bank is obligated amounted to approximately $169.7 million and $130.3 million, respectively.
Letters of credit are conditional commitments guaranteeing payments of drafts in accordance with the terms of the letter of credit agreements. Commercial letters of credit are used primarily to facilitate trade or commerce and are also issued to support public and private borrowing arrangements, bond financings and similar transactions. Collateral may be required to support letters of credit based upon management’s evaluation of the creditworthiness of each customer. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At September 30, 2025 and December 31, 2024, letters of credit outstanding were approximately $1.8 million and $0.8 million, respectively.
Results of Operations – Comparison of the Three Months Ended September 30, 2025 and 2024 – The Company recorded net income of $3.5 million for each of the three months ended September 30, 2025 and 2024. During the quarter ended September 30, 2025, net interest income increased $2.1 million and non-interest expense decreased $0.2 million compared to the September 30, 2024 quarter. These were offset by an increase of $1.1 million in provision for credit losses and a decrease of $1.2 million in non-interest income, particularly a decrease in gain on sale of loans held for sale of $1.4 million, resulting in flat earnings between these periods.
Net Interest Income and Margin
The $2.1 million increase in net interest income for the three months ended September 30, 2025, versus the comparable 2024 quarter was due to improvement of the Company’s net interest margin to 2.74% in the 2025 quarter from 2.37% in the comparable 2024 quarter. The cost of interest-bearing liabilities decreased to 3.89% in the 2025 quarter from 4.53% in the comparable 2024 quarter, a decrease of 64 basis points. This decrease was partially offset by a 23 basis point decrease in the yield on interest earning assets to 5.94% in the 2025 quarter from 6.17% in the third quarter of 2024. Net interest income on a linked quarter basis increased $0.4 million or 2.89%, from a 5 basis point decrease in cost of interest-bearing liabilities, partially offset by a 4 basis point decrease on yield on interest earning assets.
The following table, “Net Interest Income Analysis”, presents for the three months ended September 30, 2025 and 2024, the Company’s average assets, liabilities and stockholders’ equity. The Company’s net interest income, net interest spread and net interest margin are also reflected.
NET INTEREST INCOME ANALYSIS
For the Three Months Ended September 30, 2025 and 2024
(dollars in thousands)
Balance
Yield/Cost(1)
Assets:
Interest-earning assets
Loans(2)
1,978,375
6.01
2,019,384
6.18
Investment securities
99,816
103,870
Interest-earning cash
117,314
1,311
4.43
69,204
934
5.37
FHLB stock and other investments
7,821
128
6.49
8,610
204
9.43
Total interest-earning assets
2,203,326
5.94
2,201,068
6.17
Non interest-earning assets:
Cash and due from banks
10,083
9,360
53,860
50,730
2,267,269
2,261,158
Liabilities and stockholders' equity:
Interest-bearing liabilities
1,186,968
3.75
1,209,030
4.59
493,724
4.10
487,377
4.53
Total interest-bearing deposits
1,680,692
16,304
3.85
1,696,407
19,487
4.57
106,866
1,141
4.24
126,104
1,198
3.78
24,720
326
5.23
24,666
5.26
Total interest-bearing liabilities
1,812,278
3.89
1,847,177
Demand deposits
223,570
194,725
30,622
27,826
Total liabilities
2,066,470
2,069,728
Stockholders' equity
200,799
191,430
Total liabilities and stockholders' equity
Net interest rate spread(3)
2.05
1.64
Net interest income/margin(4)
2.74
2.37
Provision and Allowance for Credit losses on Loans
The Company recorded a $1.4 million provision for credit losses on loans for the three months ended September 30, 2025, versus $0.2 million in the quarter ended September 30, 2024. Net charge-offs of $0.6 million were incurred during the quarter ended September 30, 2025. The September 30, 2025 allowance for credit losses was $22.4 million versus $22.8 million at December 31, 2024. The allowance for credit losses as a percentage of total loans was 1.12% at September 30, 2025 and 1.15% at December 31, 2024. (See also Critical Accounting Policies, Judgments and Estimates and Asset Quality contained herein.)
Reserve for Unfunded Commitments
The Company maintains a reserve, recorded in other liabilities, associated with unfunded loan commitments accepted by borrowers. The amount of the reserve was $0.5 million at September 30, 2025 and $0.3 million at December 31, 2024. This reserve is determined based upon the outstanding volume of loan commitments at the end of each period. Any increases or reductions in this reserve are recognized in the provision for credit losses.
Non-interest Income
Non-interest income decreased by $1.2 million for the three months ended September 30, 2025 versus the comparable 2024 quarter. The decrease in non-interest income is primarily related to the decrease in the net gain on sale of loans held for sale which were partially offset by increases in loan servicing and related fee income, and service charges on deposit accounts.
Non-Interest Income
For the three and nine months ended September 30, 2025 and 2024
Net gain on sale of loans held for sale
Net gain on sale of investments available-for-sale
Non-interest Expense
Total non-interest expense decreased by $0.2 million for the three months ended September 30, 2025 versus the comparable 2024 quarter. The decrease in non-interest expense was primarily related to lower data processing costs from a recently converted core system.
Non-Interest Expense
The Company recorded income tax expense of $1.2 million for an effective tax rate of 25.2% for the three months ended September 30, 2025, versus income tax expense of $1.1 million for an effective tax rate of 23.4% in the comparable 2024 quarter. We expect a normalized effective tax rate of 25.0% for the remainder of the year.
Results of Operations – Comparison of the Nine Months Ended September 30, 2025 and 2024 – The Company recorded net income of $7.5 million during the nine months ended September 30, 2025, versus net income of $8.4 million in the comparable 2024 period. The $0.9 million decrease in earnings for the nine months ended September 30, 2025, versus the comparable 2024 period resulted from a $5.9 million increase in non-interest expense, particularly a $2.1 million increase in salaries and employee benefits, and the one-time core system conversion expenses of $3.2 million, and a decrease of $1.1 million in non-interest income, primarily due to the decrease in the net gain on sale of loans held for sale. This was partially offset by a $5.4 million increase in net interest income, together with a $0.3 million decrease in the provision for credit losses, and a $0.4 million decrease in income tax expense.
The $5.4 million increase in net interest income for the nine months ended September 30, 2025, versus the comparable 2024 period was due to the improvement of the Company’s net interest margin to 2.73% in the 2025 nine month period from 2.41% in the comparable 2024 period. The cost of interest-bearing liabilities decreased to 3.95% in the 2025 nine months period from 4.45% in the comparable 2024 period, a decrease of 50 basis points. This decrease was partially offset by a 16 basis point decrease in the yield on interest earning assets to 5.98% in the 2025 period from 6.14% in the comparable 2024 period. The increase in the net interest margin was a result of the late 2024 and recent reductions in the Fed Funds effective rate and the liability sensitive nature of the Bank’s balance sheet.
49
The following table, “Net Interest Income Analysis”, presents for the nine months ended September 30, 2025 and 2024, the Company’s average assets, liabilities and stockholders’ equity. The Company’s net interest income, net interest spread and net interest margin are also reflected.
For the Nine Months Ended September 30, 2025 and 2024
1,982,194
6.05
2,006,142
6.14
95,086
99,363
104,452
3,488
4.46
60,202
2,445
5.42
7,957
7.54
9,771
693
9.47
2,189,689
5.98
2,175,478
9,603
8,431
51,254
50,593
2,250,546
2,234,502
1,176,852
1,162,587
4.54
490,607
478,581
4.30
1,667,459
48,786
3.91
1,641,168
54,959
4.47
111,280
3,469
4.17
156,792
4,744
4.04
24,707
978
5.29
24,653
5.30
1,803,446
3.95
1,822,613
4.45
220,032
194,694
27,677
26,944
2,051,155
2,044,251
199,391
190,251
2.03
1.69
2.73
2.41
Provision for Credit Losses on Loans
The Company recorded a $4.1 million provision for credit losses on loans for the nine months ended September 30, 2025, versus $4.5 million recorded for the comparable period in 2024. (See also Critical Accounting Policies, Judgments and Estimates and Asset Quality contained herein.)
Non-interest income dereased by $1.1 million for the nine months ended September 30, 2025 versus the comparable 2024 period. This decrease was driven by a total $1.8 million decrease in net gain on sale of loans held for sale, which were partially offset by a $0.5 million increase in loan servicing and fee income and a $0.2 million increase in service charges on deposit accounts.
50
Total non-interest expense increased by $5.9 million for the nine months ended September 30, 2025 versus the comparable 2024 period. The increase in non-interest expense was primarily related to increases of $2.1 million in salaries and employee benefits and the one-time core system conversion expenses of $3.2 million. The increase in salaries and employee benefits expense for the nine months ended September 30, 2025 versus the comparable 2024 period was primarily related to additional headcount to staff the new Port Jefferson branch and expansion of the C&I lending vertical and lower deferred loan origination costs partially offset by lower incentive compensation expense resulting from reduced lending activity.
The Company recorded income tax expense of $2.4 million for an effective tax rate of 24.1% for the nine months ended September 30, 2025, versus income tax expense of $2.7 million for an effective tax rate of 24.5% in the comparable 2024 period.
Asset Quality - Total non-accrual loans at September 30, 2025 were $17.2 million, or 0.86% of total loans, compared to $16.4 million, or 0.82% of total loans at December 31, 2024, an increase of $0.8 million. The allowance for credit losses as a percentage of total non-accrual loans amounted to 130%, 139% and 152% at September 30, 2025, December 31, 2024 and September 30, 2024, respectively.
Total loans having credit risk ratings of Special Mention and Substandard were $66.4 million at September 30, 2025, versus $40.8 million at December 31, 2024. The Company’s Special Mention and Substandard loans were comprised of residential real estate, multi-family, commercial real estate loans, commercial and industrial loans (including SBA facilities) and construction and land development loans at September 30, 2025. The Company had no loans with a credit risk rating of Doubtful for the periods presented. All loans not having credit risk ratings of Special Mention, Substandard or Doubtful are considered pass loans.
At September 30, 2025, the Company’s allowance for credit losses amounted to $22.4 million or 1.12% of period-end total loans outstanding. The allowance as a percentage of loans outstanding was 1.15% at December 31, 2024 and 1.17% at September 30, 2024. The Company recorded net loan charge-offs of $0.6 million for the three months ended September 30, 2025. Net loan charge-offs of $0.4 million were recorded during the three months ended September 30, 2024.
The Company recorded a $1.4 million provision for credit losses on loans for the three months ended September 30, 2025, versus $0.2 million recorded for the comparable period in 2024. Additional information regarding the ACL and the associated provisions recognized during the quarters ended September 30, 2025 and 2024 is presented in Note 4 to the unaudited consolidated financial statements. (See also Critical Accounting Policies, Judgments and Estimates contained herein).
ASSET QUALITY
September 30, 2025 versus December 31, 2024 and September 30, 2024
As of or for the three months ended
9/30/2025
12/31/2024
9/30/2024
Non-accrual loans
15,365
Non-accrual loans held for sale
Loans greater than 90 days past due and accruing
Other real estate owned
Total non-performing assets (1)
20,476
16,721
Loans held for investment
2,005,813
Provision
400
(1,033)
Allowance for credit losses as a % of total loans (2)
1.12
1.15
1.17
Allowance for credit losses as a % of non-accrual loans (2)
130
152
Non-accrual loans as a % of total loans (2)
0.86
0.82
0.77
Non-performing assets as a % of total loans, loans held for sale and other real estate owned
1.03
0.76
Non-performing assets as a % of total assets
0.88
0.71
0.66
Non-performing assets to total loans held for sale and investment
52
ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company originates and invests in interest-earning assets and solicits interest-bearing deposit accounts. The Company’s operations are subject to market risk resulting from fluctuations in interest rates to the extent that there is a difference between the amounts of interest-earning assets and interest-bearing liabilities that are prepaid, withdrawn, matured or repriced in any given period of time. The Company’s earnings or the net value of its portfolio will change under different interest rate scenarios. The principal objective of the Company’s asset/liability management program is to maximize net interest income within an acceptable range of overall risk, including both the effect of changes in interest rates and liquidity risk.
The Company utilizes a number of strategies to manage interest rate risk including, but not limited to: (i) balancing the types and structures of interest-earning assets and interest-bearing liabilities by diversifying mix, coupons, maturities and/or repricing characteristics, (ii) reducing the overall interest rate sensitivity of liabilities by emphasizing core and/or longer-term deposits; utilizing FHLB advances and wholesale deposits for our interest rate risk profile, and (iii) entering into interest rate swap agreements.
The following presents the Company’s economic value of equity (“EVE”) and net interest income (“NII”) sensitivities at September 30, 2025 (dollars in thousands). The results are within the Company’s policy limits.
At September 30, 2025
Interest Rates
Estimated
Estimated Change in EVE
Estimated Change in NII(1)
(basis points)
EVE
NII(1)
+200
176,340
(29,349)
(14.3)
58,791
(6,411)
(9.8)
+100
190,834
(14,855)
(7.2)
62,139
(3,063)
(4.7)
0
205,689
65,202
-100
220,648
14,959
7.3
68,623
3,421
5.2
-200
250,909
45,220
22.0
71,773
6,571
10.1
-300
281,445
75,756
36.8
74,703
9,501
14.6
Certain model limitations are inherent in the methodology used in the EVE and net interest income measurements. The models require the making of certain assumptions which may tend to oversimplify the way actual yields and costs respond to changes in market interest rates. The models assume that the composition of the Company’s interest sensitive assets and liabilities existing at the beginning of a period remain constant over the period being measured, thus they do not consider the Company’s strategic plans, or any other steps it may take to respond to changes in rates over the forecasted period of time. Additionally, the models assume immediate changes in interest rates, based on yield curves as of a point-in-time, which are reflected in a parallel, instantaneous and uniform manner across all yield curves, when in reality changes may rarely be of this nature. The models also utilize data derived from historical performance and as interest rates change the actual performance of loan prepayments, rate sensitivities, and average life assumptions may deviate from assumptions utilized in the models and can impact the results. Accordingly, although the above measurements provide an indication of the Company’s interest rate risk exposure at a particular point in time, such measurements are not intended to provide a precise forecast of the effect of changes in market interest rates. Given the speed with which interest rates may change, the projections noted above on the Company’s EVE and net interest income can be expected to differ from actual results.
ITEM 4. – CONTROLS AND PROCEDURES
Disclosure controls and procedures. The Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rule l3a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic reports filed with the Securities and Exchange Commission.
Changes in internal controls over financial reporting. There have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 1. - LEGAL PROCEEDINGS
The Company is not subject to any legal proceedings, which if determined adversely to the Company could have a materially adverse impact on its results of operations and financial condition.
ITEM 1A. – RISK FACTORS
There have been no material changes to the risks disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission.
ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
Total number of
Maximum number
shares purchased
of shares that may
Total number
as part of publicly
yet be purchased
of shares
price paid
announced
under the
Period
purchased
per share
programs
program (1)
July 2025
3,035
21.10
363,015
August 2025
22,229
21.64
340,786
September 2025
ITEM 3. – DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. – MINE SAFETY DISCLOSURES
ITEM 5. – OTHER INFORMATION
During the fiscal quarter ended September 30, 2025, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
ITEM 6. – EXHIBITS
31.1
Certification of principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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.
Dated: November 7, 2025
/s/ Michael P. Puorro
Michael P. Puorro
Chairman & Chief Executive Officer
(principal executive officer)
/s/ Lance P. Burke
Lance P. Burke
Executive Vice President & Chief Financial Officer
(principal financial and accounting officer)