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What changed in FLUSHING FINANCIAL CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FLUSHING FINANCIAL CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+433 added−390 removedSource: 10-K (2026-03-06) vs 10-K (2025-03-11)

Top changes in FLUSHING FINANCIAL CORP's 2025 10-K

433 paragraphs added · 390 removed · 303 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

178 edited+23 added−29 removed254 unchanged
Biggest changeThe following table sets forth the distribution of our deposit accounts at the dates indicated and the weighted average nominal interest rates on each category of deposits presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ Weighted ​ ​ ​ Weighted ​ ​ ​ Weighted ​ ​ ​ ​ ​ Percent Average ​ ​ ​ Percent Average ​ ​ ​ Percent Average ​ ​ ​ ​ ​ of Total Nominal ​ ​ ​ of Total Nominal ​ ​ ​ of Total Nominal ​ ​ Amount Deposits Rate Amount Deposits Rate Amount Deposits Rate ​ ​ (Dollars in thousands) ​ Savings accounts ​ $ 98,964 1.38 % 0.38 % $ 108,605 1.59 % 0.45 % $ 143,641 2.21 % 0.21 % NOW accounts ​ 1,854,069 25.82 3.26 ​ 1,771,164 25.99 3.58 ​ 1,746,190 26.93 2.14 ​ Demand accounts ​ 836,545 11.65 0.00 ​ 847,416 12.43 0.00 ​ 921,238 14.20 0.00 ​ Mortgagors' escrow deposits ​ 53,082 0.74 0.27 ​ 50,382 0.74 0.25 ​ 48,159 0.74 0.30 ​ Total ​ 2,842,660 ​ 39.59 2.19 ​ 2,777,567 ​ 40.75 2.31 ​ 2,859,228 ​ 44.08 1.37 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market accounts ​ 1,686,109 ​ 23.49 3.48 ​ 1,726,404 ​ 25.33 3.91 ​ 2,099,776 ​ 32.38 2.47 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificates of deposit accounts with original maturities of: ​ ​ ​ ​ Less than 6 Months ​ 1,262,552 17.59 4.53 ​ 690,638 10.13 5.46 ​ 273,696 4.22 3.58 ​ 6 to less than 12 Months ​ 499,734 6.96 4.54 ​ 346,073 5.08 4.94 ​ 24,215 0.37 0.44 ​ 12 to less than 30 Months ​ 813,939 11.34 4.17 ​ 1,185,856 17.40 3.92 ​ 1,088,371 16.79 2.96 ​ 30 to less than 48 Months ​ 68,912 0.96 4.12 ​ 75,541 1.11 3.64 ​ 79,923 1.23 3.24 ​ 48 to less than 72 Months ​ 4,466 0.06 0.51 ​ 11,943 0.18 1.31 ​ 57,701 0.89 2.70 ​ 72 Months or more ​ 561 0.01 0.11 ​ 1,239 0.02 0.18 ​ 2,432 0.04 0.19 ​ Total certificates of deposit accounts ​ 2,650,164 ​ 36.92 4.41 ​ 2,311,290 ​ 33.92 4.51 ​ 1,526,338 23.54 3.03 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deposits ​ $ 7,178,933 ​ 100.00 % 3.31 % $ 6,815,261 100.00 % 3.46 % $ 6,485,342 100.00 % 2.12 % ​ ​ 28 Table of Contents ​ The following table shows the composition of brokered deposits at the periods indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, (In thousands) ​ 2024 ​ 2023 ​ 2022 NOW accounts ​ $ 151,387 ​ $ 187,119 ​ $ 80,465 Money market accounts ​ 73,622 ​ 96,596 ​ 329,042 Certificates of deposit ​ ​ 1,093,996 ​ ​ 818,287 ​ ​ 446,804 Total brokered deposits ​ $ 1,319,005 ​ $ 1,102,002 ​ $ 856,311 ​ ​ ​ Interest expense on brokered deposits is summarized as follows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, (In thousands) 2024 2023 2022 NOW accounts ​ $ 2,124 ​ $ 1,286 ​ $ 567 Money market accounts ​ 1,311 ​ 3,519 ​ 3,451 Certificates of deposit ​ ​ 31,509 ​ ​ 17,411 ​ ​ 3,006 Total interest expense on brokered deposits ​ $ 34,944 ​ $ 22,216 ​ $ 7,024 ​ The following table presents by various rate categories, the amount of time deposit accounts outstanding at the dates indicated, and the years to maturity of the certificates accounts outstanding at the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2024 ​ At December 31, Within One to ​ ​ ​ ​ 2024 2023 2022 One Year Three Years Thereafter ​ (Dollars in thousands) Interest rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.99% or less (1) ​ $ 89,007 ​ $ 98,900 ​ $ 307,498 ​ $ 82,388 ​ $ 4,098 ​ $ 2,521 2.00% to 2.99% ​ 2,133 ​ 183,366 ​ 271,215 ​ 1,589 ​ 544 ​ — 3.00% to 3.99% (2) ​ 95,183 ​ 242,334 ​ 569,751 ​ 85,855 ​ 9,258 ​ 70 4.00% to 4.99% (3) ​ ​ 2,357,379 ​ ​ 755,074 ​ ​ 377,874 ​ ​ 2,246,372 ​ ​ 108,345 ​ ​ 2,662 5.00% to 5.99% (4) ​ ​ 106,462 ​ ​ 1,031,616 ​ ​ — ​ ​ 106,462 ​ ​ — ​ ​ — Total ​ $ 2,650,164 ​ $ 2,311,290 ​ $ 1,526,338 ​ $ 2,522,666 ​ $ 122,245 ​ $ 5,253 (1) Includes brokered deposits of $10.3 million, $7.0 million, and $7.3 million at December 31, 2024, 2023 and 2022, respectively.
Biggest changeThe following table sets forth the distribution of our deposit accounts at the dates indicated and the weighted average nominal interest rates on each category of deposits presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Percent Average ​ ​ ​ Percent Average ​ ​ ​ Percent Average ​ ​ ​ ​ ​ of Total Nominal ​ ​ ​ of Total Nominal ​ ​ ​ of Total Nominal ​ ​ Amount Deposits Rate Amount Deposits Rate Amount Deposits Rate ​ ​ (Dollars in thousands) ​ Savings accounts ​ $ 93,752 1.28 % 0.39 % $ 98,964 1.38 % 0.38 % $ 108,605 1.59 % 0.45 % NOW accounts ​ 2,108,653 28.85 3.14 ​ 1,854,069 25.82 3.26 ​ 1,771,164 25.99 3.58 ​ Demand accounts ​ 969,287 13.26 0.00 ​ 836,545 11.65 0.00 ​ 847,416 12.43 0.00 ​ Mortgagors' escrow deposits ​ 59,590 0.81 0.30 ​ 53,082 0.74 0.27 ​ 50,382 0.74 0.25 ​ Total ​ 3,231,282 ​ 44.20 2.07 ​ 2,842,660 ​ 39.59 2.19 ​ 2,777,567 ​ 40.75 2.31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market accounts ​ 1,791,616 ​ 24.50 3.39 ​ 1,686,109 ​ 23.49 3.48 ​ 1,726,404 ​ 25.33 3.91 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificates of deposit accounts with original maturities of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 6 Months ​ 787,228 10.77 3.87 ​ 1,262,552 17.59 4.53 ​ 690,638 10.13 5.46 ​ 6 to less than 12 Months ​ 743,850 10.17 3.70 ​ 499,734 6.96 4.54 ​ 346,073 5.08 4.94 ​ 12 to less than 30 Months ​ 652,064 8.92 3.80 ​ 813,939 11.34 4.17 ​ 1,185,856 17.40 3.92 ​ 30 to less than 48 Months ​ 102,775 1.41 3.82 ​ 68,912 0.96 4.12 ​ 75,541 1.11 3.64 ​ 48 to less than 72 Months ​ 2,726 0.04 0.29 ​ 4,466 0.06 0.51 ​ 11,943 0.18 1.31 ​ 72 Months or more ​ 201 — 0.11 ​ 561 0.01 0.11 ​ 1,239 0.02 0.18 ​ Total certificates of deposit accounts ​ 2,288,844 ​ 31.30 3.79 ​ 2,650,164 ​ 36.92 4.41 ​ 2,311,290 33.92 4.51 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deposits ​ $ 7,311,742 ​ 100.00 % 2.93 % $ 7,178,933 100.00 % 3.31 % $ 6,815,261 100.00 % 3.46 % ​ ​ The following table shows the composition of brokered deposits at the periods indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, (In thousands) ​ 2025 ​ 2024 ​ 2023 NOW accounts ​ $ 299,947 ​ $ 151,387 ​ $ 187,119 Money market accounts ​ — ​ 73,622 ​ ​ 96,596 Certificates of deposit ​ ​ 831,179 ​ ​ 1,093,996 ​ ​ 818,287 Total brokered deposits ​ $ 1,131,126 ​ $ 1,319,005 ​ $ 1,102,002 ​ ​ ​ ​ 27 Table of Contents Interest expense on brokered deposits is summarized as follows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 NOW accounts ​ $ 10,429 ​ $ 2,124 ​ $ 1,286 Money market accounts ​ 554 ​ 1,311 ​ 3,519 Certificates of deposit ​ ​ 28,211 ​ ​ 31,509 ​ ​ 17,411 Total interest expense on brokered deposits ​ $ 39,194 ​ $ 34,944 ​ $ 22,216 ​ The following table presents by various rate categories, the amount of time deposit accounts outstanding at the dates indicated, and the years to maturity of the certificates accounts outstanding at the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2025 ​ At December 31, Within One to ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ One Year ​ ​ ​ Three Years ​ ​ ​ Thereafter ​ (Dollars in thousands) Interest rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.99% or less (1) ​ $ 60,735 ​ $ 89,007 ​ $ 98,900 ​ $ 53,921 ​ $ 4,311 ​ $ 2,503 2.00% to 2.99% ​ 7,940 ​ 2,133 ​ 183,366 ​ 884 ​ 7,056 ​ — 3.00% to 3.99% (2) ​ 1,463,477 ​ 95,183 ​ 242,334 ​ 1,375,379 ​ 87,979 ​ 119 4.00% to 4.99% (3) ​ ​ 756,604 ​ ​ 2,357,379 ​ ​ 755,074 ​ ​ 746,068 ​ ​ 10,536 ​ ​ — 5.00% to 5.99% (4) ​ ​ 88 ​ ​ 106,462 ​ ​ 1,031,616 ​ ​ 88 ​ ​ — ​ ​ — Total ​ $ 2,288,844 ​ $ 2,650,164 ​ $ 2,311,290 ​ $ 2,176,340 ​ $ 109,882 ​ $ 2,622 (1) Includes brokered deposits of $5.6 million, $10.3 million, and $7.0 million at December 31, 2025, 2024 and 2023, respectively.
Interest rates on ARM loans currently offered by us are adjusted at the beginning of each adjustment period based upon a fixed spread above the FHLB-NY corresponding Regular Advance Rate.
Interest rates on ARM loans currently offered by us are adjusted at the beginning of each adjustment period based upon a fixed spread above the FHLB-NY corresponding Regular Advance Rate.
From time to time, we may originate ARM loans at an initial rate lower than the index as a result of a discount on the spread for the initial adjustment period.
From time to time, we may originate ARM loans at an initial rate lower than the index as a result of a discount on the spread for the initial adjustment period.
From time to time, we may originate ARM loans at an initial rate lower than the index as a result of a discount on the spread for the initial adjustment period.
From time to time, we may originate ARM loans at an initial rate lower than the index as a result of a discount on the spread for the initial adjustment period.
Unlike non-brokered certificates of deposit, where the deposit amount can be withdrawn with a penalty for any reason, including increasing interest rates, a brokered certificates of deposit can only be withdrawn in the event of the death, or court declared mental incompetence, of the depositor.
Unlike non-brokered certificates of deposit, where the deposit amount can be withdrawn with a penalty for any reason, including increasing interest rates, brokered certificates of deposit can only be withdrawn in the event of the death, or court declared mental incompetence, of the depositor.
The new rules also add Regulation S-K Item 106, which will require registrants to describe their processes, if any, for assessing, identifying, and managing material risks from cybersecurity threats, as well as the material effects or reasonably likely material effects of risks from cybersecurity threats and previous cybersecurity incidents.
The rules also add Regulation S-K Item 106, which will require registrants to describe their processes, if any, for assessing, identifying, and managing material risks from cybersecurity threats, as well as the material effects or reasonably likely material effects of risks from cybersecurity threats and previous cybersecurity incidents.
Loan operations are also subject to federal laws applicable to credit transactions, such as: ● The federal Truth-In-Lending Act and Regulation Z issued by the FRB, governing disclosures of credit terms to consumer borrowers; ● The Home Mortgage Disclosure Act and Regulation C issued by the FRB, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; 42 Table of Contents ● The Equal Credit Opportunity Act and Regulation B issued by the FRB, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; ● The Fair Credit Reporting Act and Regulation V issued by the FRB, governing the use and provision of information to consumer reporting agencies; ● The Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and ● The guidance of the various federal agencies charged with the responsibility of implementing such federal laws.
Loan operations are also subject to federal laws applicable to credit transactions, such as: ● The federal Truth-In-Lending Act and Regulation Z issued by the FRB, governing disclosures of credit terms to consumer borrowers; ● The Home Mortgage Disclosure Act and Regulation C issued by the FRB, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; ● The Equal Credit Opportunity Act and Regulation B issued by the FRB, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; ● The Fair Credit Reporting Act and Regulation V issued by the FRB, governing the use and provision of information to consumer reporting agencies; ● The Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and ● The guidance of the various federal agencies charged with the responsibility of implementing such federal laws.
Interest rates on ARM loans currently offered by us are adjusted at the beginning of each adjustment period based upon a fixed spread above the FHLB-NY corresponding Regular Advance Rate.
Interest rates on ARM loans currently offered by us are adjusted at the beginning of each adjustment period generally based upon a fixed spread above the FHLB-NY corresponding Regular Advance Rate.
When such modifications are performed, a change to the allowance for credit losses is generally not required as the methodologies used to estimate the allowance already capture the effect of borrowers experiencing financial difficulty. On December 31, 2024, there were no commitments to lend additional funds to borrowers who have received a loan modification as a result of financial difficulty.
When such modifications are performed, a change to the allowance for credit losses is generally not required as the methodologies used to estimate the allowance already capture the effect of borrowers experiencing financial difficulty. On December 31, 2025, there were no commitments to lend additional funds to borrowers who have received a loan modification as a result of financial difficulty.
Although we have authority to invest in various types of assets, we primarily invest in mortgage-backed securities, securities issued by mutual or bond funds that invest in government and government agency securities, municipal bonds, corporate bonds and collateralized loan obligations (“CLO”). We did not hold any issues of foreign sovereign debt on either December 31, 2024, and 2023.
Although we have authority to invest in various types of assets, we primarily invest in mortgage-backed securities, securities issued by mutual or bond funds that invest in government and government agency securities, municipal bonds, corporate bonds and collateralized loan obligations (“CLO”). We did not hold any issues of foreign sovereign debt on either December 31, 2025, and 2024.
Depositors are allowed to withdraw funds, with a 27 Table of Contents penalty, from these accounts at one or more of the member banks that hold the deposits. Additionally, we place a portion of our government deposits in the IntraFi Network money market and demand accounts which does not require us to provide collateral.
Depositors are allowed to withdraw funds, with a penalty, from these accounts at one or more of the member banks that hold the deposits. Additionally, we place a portion of our government deposits in the IntraFi Network money market and demand accounts which does not require us to 26 Table of Contents provide collateral.
In 2023, the FDIC issued a report setting forth safety and soundness standards and a computer-security incident notification rule under which a banking organization must notify its primary federal regulator of any significant computer-security incident as soon as possible, but no later than 36 hours after determining that such an incident has occurred.
The FDIC has issued a report setting forth safety and soundness standards and a computer-security incident notification rule under which a banking organization must notify its primary federal regulator of any significant computer-security incident as soon as possible, but no later than 36 hours after determining that such an incident has occurred.
Our market area has a high density of financial institutions, many of which have greater financial resources, name recognition and market presence than we do, and all of which are competitors to varying degrees. Particularly intense competition exists for deposits, as we compete with 107 banks and thrifts in the counties in which we have branch locations.
Our market area has a high density of financial institutions, many of which have greater financial resources, name recognition and market presence than we do, and all of which are competitors to varying degrees. Particularly intense competition exists for deposits, as we compete with 104 banks and thrifts in the counties in which we have branch locations.
All loans classified as non-performing, which includes all loans past due 90 days or more, are on non-accrual status unless there is, in our opinion, compelling evidence the borrower will bring the loan current in the immediate future. At December 31, 2024, there were no loans that were past due 90 days or more and still accruing interest.
All loans classified as non-performing, which includes all loans past due 90 days or more, are on non-accrual status unless there is, in our opinion, compelling evidence the borrower will bring the loan current in the immediate future. At December 31, 2025, there were no loans that were past due 90 days or more and still accruing interest.
At times, certain problem loans had been restructured by combining more than one of these options. These restructurings have not included a reduction of principal balance. We believe that restructuring these loans in this manner allowed certain borrowers to become and remain current on their loans. These restructured loans are classified troubled debt restructured (“TDR”).
At times, certain problem loans had been restructured by combining more than one of these options. These restructurings have not included a reduction of principal balance. We believe that restructuring these loans in this manner allowed certain borrowers to become and remain current on their loans. These restructured loans were classified troubled debt restructured (“TDR”).
The FDIC has authority to use its enforcement powers to prohibit a commercial bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice. Federal law prohibits the payment of dividends that will result in the institution failing to meet applicable capital requirements on a pro forma basis.
Dividend Limitations . The FDIC has authority to use its enforcement powers to prohibit a commercial bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice. Federal law prohibits the payment of dividends that will result in the institution failing to meet applicable capital requirements on a pro forma basis.
Deposit operations also are subject to: ● The Truth in Savings Act and Regulation DD issued by the FRB, which requires disclosure of deposit terms to consumers; ● Regulation CC issued by the FRB, which relates to the availability of deposit funds to consumers; ● The Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and ● The Electronic Funds Transfer Act and Regulation E issued by the FRB, which governs automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.
Deposit operations also are subject to: ● The Truth in Savings Act and Regulation DD issued by the FRB, which requires disclosure of deposit terms to consumers; ● Regulation CC issued by the FRB, which relates to the availability of deposit funds to consumers; 41 Table of Contents ● The Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and ● The Electronic Funds Transfer Act and Regulation E issued by the FRB, which governs automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.
(2) Does not include allowance for credit losses totaling $2.6 million. ​ Sources of Funds Gene ral . Deposits, FHLB-NY borrowings, other borrowings, principal and interest payments on loans, mortgage-backed and other securities, and proceeds from the sale of loans and securities are our primary sources of funds for lending, investing and other general purposes. De posits .
(2) Does not include allowance for credit losses totaling $2.9 million. ​ Sources of Funds Gene ral . Deposits, FHLB-NY borrowings, other borrowings, principal and interest payments on loans, mortgage-backed and other securities, and proceeds from the sale of loans and securities are our primary sources of funds for lending, investing and other general purposes. De posits .
Brokered deposits obtained by the Bank are generally fully FDIC insured and cannot be early redeemed. At December 31, 2024 and December 31, 2023, the Bank did not hold any uninsured brokered deposits. ​ The Depository Trust Company (“DTC”) is used as the clearing house, maintaining each deposit under the name of CEDE & Co.
Brokered deposits obtained by the Bank are generally fully FDIC insured and cannot be early redeemed. At December 31, 2025 and December 31, 2024, the Bank did not hold any uninsured brokered deposits. ​ The Depository Trust Company (“DTC”) is used as the clearing house, maintaining each deposit under the name of CEDE & Co.
A bank may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it received an unsatisfactory safety and soundness examination rating. As of December 31, 2024, the Bank was “well-capitalized”, as applicably defined.
A bank may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it received an unsatisfactory safety and soundness examination rating. As of December 31, 2025, the Bank was “well-capitalized”, as applicably defined.
We are unable to predict the direction or timing of future interest rate changes as there can be no assurances as to any future FOMC decisions on interest rates. If interest rates decline in 2025, we could see a decline in our cost of deposits, which could increase our net interest margin.
We are unable to predict the direction or timing of future interest rate changes as there can be no assurances as to any future FOMC decisions on interest rates. If interest rates decline in 2026, we could see a decline in our cost of deposits, which could increase our net interest margin.
The FDIC may also appoint a conservator or receiver for a non-member bank under specified circumstances, such as where (i) the bank’s assets are less than its obligations to creditors, (ii) the bank is likely to be unable to pay its obligations or meet depositors’ demands in the normal course of business, or (iii) a substantial dissipation of bank assets or earnings has occurred due to a violation of law of 38 Table of Contents regulation or unsafe or unsound practices.
The FDIC may also appoint a conservator or receiver for a non-member bank under specified circumstances, such as where (i) the bank’s assets are less than its obligations to creditors, (ii) the bank is likely to be unable to pay its obligations or meet depositors’ demands in the normal course of business, or (iii) a substantial dissipation of bank assets or earnings has occurred due to a violation of law of regulation or unsafe or unsound practices.
We offer a variety of deposit accounts having a range of interest rates and terms. Our deposits primarily consist of savings accounts, money market accounts, demand accounts, NOW accounts and certificates of deposit. We have a relatively stable retail deposit base drawn from our market area through our 28 full-service offices and our Internet Branch.
We offer a variety of deposit accounts having a range of interest rates and terms. Our deposits primarily consist of savings accounts, money market accounts, demand accounts, NOW accounts and certificates of deposit. We have a relatively stable retail deposit base drawn from our market area through our 30 full-service offices and our Internet Branch.
For certain borrowers, and/or as required by law, the Bank may require escrow funds on a monthly basis together with each payment of principal and interest to a mortgage escrow account from which we make disbursements for items such as real estate taxes and, in some cases, hazard insurance premiums. Loan Concentrations.
For certain borrowers, and/or as required by law, the Bank may require escrow funds on a monthly basis together with each payment of principal and interest to a mortgage escrow account from which we make disbursements for items such as real estate taxes and, in some cases, hazard insurance premiums. ​ 12 Table of Contents Loan Concentrations.
To the extent that an award under the 2014 Omnibus Plan is cancelled, expired, forfeited, settled in cash, settled by issuance of fewer shares than the number underlying the award, or otherwise terminated without delivery of shares to a participant in payment of the exercise price or taxes relating to an award, the shares retained by or returned to the Company will be available for future issuance under the 2014 Omnibus 32 Table of Contents Plan.
To the extent that an award under the 2014 Omnibus Plan is cancelled, expired, forfeited, settled in cash, settled by issuance of fewer shares than the number underlying the award, or otherwise terminated without delivery of shares to a participant in payment of the exercise price or taxes relating to an award, the shares retained by or returned to the Company will be available for future issuance under the 2014 Omnibus Plan.
We have been successful in finding buyers for our non-performing loans offered for sale that are willing to pay what we consider to be adequate consideration. Terms of the sale include cash due upon closing of the sale, no contingencies or recourse to us, servicing is released to the buyer and time is of the essence.
We have been successful in finding buyers for our non-performing loans offered for sale that are willing to pay what we consider to be adequate consideration. Terms of the sale include cash due 13 Table of Contents upon closing of the sale, no contingencies or recourse to us, servicing is released to the buyer and time is of the essence.
The lending powers of New York State-chartered commercial banks are not subject to percentage-of-assets or capital limitations, although there are limits applicable to loans to individual borrowers. 34 Table of Contents The exercise by an FDIC-insured commercial bank of the lending and investment powers under New York State Banking Law is limited by FDIC regulations and other federal laws and regulations.
The lending powers of New York State-chartered commercial banks are not subject to percentage-of-assets or capital limitations, although there are limits applicable to loans to individual borrowers. The exercise by an FDIC-insured commercial bank of the lending and investment powers under New York State Banking Law is limited by FDIC regulations and other federal laws and regulations.
With certain limited exceptions, a New York State-chartered commercial bank may not make loans or extend credit for commercial, corporate, or business purposes (including lease financing) to a single borrower, or related group of borrowers, the aggregate amount of which would exceed 15% of the bank’s net worth.
With certain limited exceptions, a New York State-chartered commercial bank may not make loans or extend credit for commercial, corporate, or business purposes (including lease financing) to a single borrower, or related group of 33 Table of Contents borrowers, the aggregate amount of which would exceed 15% of the bank’s net worth.
The ratio of such regulatory capital to regulatory risk-weighted assets is referred to as a “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance-sheet items to risk-weighted categories ranging from 0% to 1250%, with higher levels of capital being required for the categories perceived as representing greater risk.
The ratio of such regulatory capital to regulatory risk-weighted assets is referred to as a “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance- 35 Table of Contents sheet items to risk-weighted categories ranging from 0% to 1250%, with higher levels of capital being required for the categories perceived as representing greater risk.
Brokered Deposits FDIC and other regulations generally limit the ability of an insured depository institution to accept, renew or roll over any brokered deposit unless the institution’s capital category is “well capitalized” or, with the FDIC’s approval, “adequately capitalized.” Pursuant to the regulations the Bank, as a well-capitalized institution, may accept brokered deposits.
Brokered Deposits FDIC and other regulations generally limit the ability of an insured depository institution to accept, renew or roll over any brokered deposit unless the institution’s capital category is “well capitalized” or, with the FDIC’s approval, 37 Table of Contents “adequately capitalized.” Pursuant to the regulations the Bank, as a well-capitalized institution, may accept brokered deposits.
The Bank owned two subsidiaries during 2024: Flushing Service Corporation and FSB Properties Inc. The Bank also operates an internet branch (the “Internet Branch”), which operates under the brands of iGObanking.com® and BankPurely®.
The Bank owned two subsidiaries during 2025: Flushing Service Corporation and FSB Properties Inc. The Bank also operates an internet branch (the “Internet Branch”), which operates under the brands of iGObanking.com® and BankPurely®.
We take a proactive approach to managing delinquent loans, including conducting site examinations, and encouraging borrowers to meet with one of our representatives. When deemed appropriate, we develop short-term payment plans that 13 Table of Contents enable borrowers to bring their loans current, generally within six to nine months.
We take a proactive approach to managing delinquent loans, including conducting site examinations, and encouraging borrowers to meet with one of our representatives. When deemed appropriate, we develop short-term payment plans that enable borrowers to bring their loans current, generally within six to nine months.
Under 41 Table of Contents the CIBCA, the FRB generally has 60 days within which to act on such notices, taking into consideration certain factors, including the financial and managerial resources of the acquirer; the convenience and needs of the communities served by the Company and the Bank; and the anti-trust effects of the acquisition.
Under the CIBCA, the FRB generally has 60 days within which to act on such notices, taking into consideration certain factors, including the financial and managerial resources of the acquirer; the convenience and needs of the communities served by the Company and the Bank; and the anti-trust effects of the acquisition.
Loans are charged off against that ACL when management believes that a loan balance is uncollectable based on quarterly analysis of credit risk. The amount of the ACL is based upon a loss rate model that considers multiple factors which reflects management’s assessment of the credit quality of the loan portfolio.
Loans are charged off against that ACL when management believes that a loan balance is uncollectable based on quarterly analysis of credit risk. 17 Table of Contents The amount of the ACL is based upon a loss rate model that considers multiple factors which reflects management’s assessment of the credit quality of the loan portfolio.
Construction loans involve a greater degree of risk than other loans because, among other things, the underwriting of such loans is based on an estimated value of the developed property, which can be difficult to ascertain in light of uncertainties inherent in such estimations.
Construction loans involve a greater degree of risk than other loans because, among other things, the underwriting of such loans is based on an estimated value of the developed property, which can be difficult to ascertain in light of 9 Table of Contents uncertainties inherent in such estimations.
In addition to the creditworthiness of the applicant, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount. Unsecured loans tend to have higher risk, and therefore command a higher interest rate. 11 Table of Contents Loan Extensions, Renewals, Modifications and Restructuring.
In addition to the creditworthiness of the applicant, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount. Unsecured loans tend to have higher risk, and therefore command a higher interest rate. Loan Extensions, Renewals, Modifications and Restructuring.
The weighted average loan to value ratio for this portfolio is approximately 42.1% based on the most recent appraisal and the loan balance at December 31, 2024. Our commercial real estate loans are primarily investor properties (non-owner occupied) which are generally considered to have higher credit risk than multi-family lending.
The weighted average loan to value ratio for this portfolio is approximately 43.1% based on the most recent appraisal and the loan balance at December 31, 2025. Our commercial real estate loans are primarily investor properties (non-owner occupied) which are generally considered to have higher credit risk than multi-family lending.
See Note 3 (“Loans and Allowance for Credit Losses”) of the Notes to the Consolidated Financial Statements. ​ Loan Approval Procedures and Authority. The Board of Directors of the Company (the “Board of Directors”) approved lending policies establishing loan approval requirements for our various types of loan products.
See Note 3 (“Loans and Allowance for Credit Losses”) of the Notes to the Consolidated Financial Statements. 11 Table of Contents Loan Approval Procedures and Authority. The Board of Directors of the Company (the “Board of Directors”) approved lending policies establishing loan approval requirements for our various types of loan products.
At December 31, 2024, there were no loans in excess of the maximum dollar amount of loans to one borrower that the Bank was authorized to make.
At December 31, 2025, there were no loans in excess of the maximum dollar amount of loans to one borrower that the Bank was authorized to make.
Securities are classified as held-to-maturity when management intends to hold the securities until maturity. We carry some of our investments under the fair value option totaling $13.6 million and $13.4 million at December 31, 2024, and 2023, respectively. Unrealized gains and losses for investments carried under the fair value option are included in our Consolidated Statements of Operations.
Securities are classified as held-to-maturity when management intends to hold the securities until maturity. We carry investments under the fair value option totaling $14.4 million and $13.6 million at December 31, 2025, and 2024, respectively. Unrealized gains and losses for investments carried under the fair value option are included in our Consolidated Statements of Operations.
At December 31, 2024, and 2023 the Company’s portfolio was made up of three securities: the first two were structured similar to a commercial owner occupied loan, and modeled for credit losses similar to commercial business loans secured by real estate, and the third was issued and guaranteed by Fannie Mae, which is a government sponsored enterprise that has a credit rating and perceived credit risk comparable to the U.S. government.
At December 31, 2025, and 2024 the Company’s portfolio was made up of three securities: the first two were structured 21 Table of Contents similar to a commercial owner occupied loan, and modeled for credit losses similar to commercial business loans secured by real estate, and the third was issued and guaranteed by Fannie Mae, which is a government sponsored enterprise that has a credit rating and perceived credit risk comparable to the U.S. government.
You may obtain information about the operation of the public reference room by calling the SEC at 1 800 SEC 0330. You may request copies of these documents by writing to the SEC and paying a fee for the copying cost. ​ ​ 44 Table of Contents
You may obtain information about the operation of the public reference room by calling the SEC at 1 800 SEC 0330. You may request copies of these documents by writing to the SEC and paying a fee for the copying cost. ​
Under the Basel III Capital Rules, the minimum capital ratios are: ● 4.5% Common Equity Tier 1 (“CET1”) to risk-weighted assets; ● 6.0% Tier 1 capital that is CET1 plus Additional Tier 1 capital) to risk-weighted assets; ● 8.0% Total Capital that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and 33 Table of Contents ● 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).
Under the Basel III Capital Rules, the minimum capital ratios are: ● 4.5% Common Equity Tier 1 (“CET1”) to risk-weighted assets; ● 6.0% Tier 1 capital that is CET1 plus Additional Tier 1 capital) to risk-weighted assets; ● 8.0% Total Capital that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and ● 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).
If a concentration is present, management must employ heightened risk management practices that address key elements, including board and management oversight, strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, along with maintenance of increased capital levels as needed to support the level of commercial real estate lending. Dividend Limitations .
If a concentration is 36 Table of Contents present, management must employ heightened risk management practices that address key elements, including board and management oversight, strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, along with maintenance of increased capital levels as needed to support the level of commercial real estate lending.
The Dodd-Frank Act made permanent the standard maximum amount of FDIC deposit insurance at $250,000 per depositor. In addition, the deposits of the Bank are insured up to applicable limits by the FDIC under its Deposit Insurance Fund (“DIF”), to which insured depository institutions are required to pay quarterly deposit insurance assessments.
The Dodd-Frank Act made permanent the standard single borrower of FDIC deposit insurance at $250,000 per depositor. In addition, the deposits of the Bank are insured up to applicable limits by the FDIC under its Deposit Insurance Fund (“DIF”), to which insured depository institutions are required to pay quarterly deposit insurance assessments.
The CRA requires the FDIC, in connection with its examinations, to assess the institution’s record of meeting the credit 39 Table of Contents needs of its community and to take such record into account in its evaluation of certain applications by such institution.
The CRA requires the FDIC, in connection with its examinations, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution.
The CRE Guidance, which addresses land development, 37 Table of Contents construction, and certain multi-family loans, as well as commercial real estate loans, does not establish specific lending limits but rather reinforces and enhances these agencies’ existing regulations and guidelines for such lending and portfolio management.
The CRE Guidance, which addresses land development, construction, and certain multi-family loans, as well as commercial real estate loans, does not establish specific lending limits but rather reinforces and enhances these agencies’ existing regulations and guidelines for such lending and portfolio management.
We utilize brokered deposits as an additional funding source, to assist in the management of our interest rate risk and as an underlying funding source for a portion of our interest rate swaps. At December 31, 2024 and 2023, we had $1,319.0 million and $1,102.0 million, respectively, classified as brokered deposits.
We utilize brokered deposits as an additional funding source, to assist in the management of our interest rate risk and as an underlying funding source for a portion of our interest rate swaps. At December 31, 2025 and 2024, we had $1,131.1 million and $1,319.0 million, respectively, classified as brokered deposits.
The Bank has adopted policies and procedures to comply with these requirements. ​ 36 Table of Contents FDIC Regulation Capital Requirements. The FDIC has adopted risk-based capital guidelines to which the Bank is subject. The guidelines establish a systematic analytical framework that makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations.
The Bank has adopted policies and procedures to comply with these requirements. ​ FDIC Regulation Capital Requirements. The FDIC has adopted risk-based capital guidelines to which the Bank is subject. The guidelines establish a systematic analytical framework that makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations.
Control generally is defined to mean the ownership or power to vote 25% or more of any class of voting securities of the Company or the ability to control in any manner the election of a majority of the Company’s directors.
Control generally is defined to mean the ownership or power to vote 25% or more of any class of voting securities of the Company 40 Table of Contents or the ability to control in any manner the election of a majority of the Company’s directors.
The new rules require registrants to disclose on the new item 1.05 of Form 8-K any cybersecurity incident they determine to be material and to describe the material aspects of the 43 Table of Contents incident’s nature, scope, and timing, as well as its material impact or reasonably likely impact on the registrant.
The rules require registrants to disclose on item 1.05 of Form 8-K any cybersecurity incident they determine to be material and to describe the material aspects of the incident’s nature, scope, and timing, as well as its material impact or reasonably likely impact on the registrant.
Included within net loans as of December 31, 2024 and 2023, was a recorded investment of $2.7 million and $4.8 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction. Criticized and Classified Assets.
Included within net loans as of December 31, 2025 and 2024, was a recorded investment of $2.1 million and $2.7 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction. Criticized and Classified Assets.
Total securities had an aggregate market value that approximated 2.1 times the amount of our equity as of December 31, 2024. The Company had an allowance for credit losses for held-to-maturity securities totaling $0.4 million and $1.1 million at December 31, 2024 and 2023, respectively.
Total securities had an aggregate market value that approximated 2.0 times the amount of our equity as of December 31, 2025. The Company had an allowance for credit losses for held-to-maturity securities totaling $0.3 million and $0.4 million at December 31, 2025 and 2024, respectively.
See “Consumer Protection Finance Bureau” above. ​ Cybersecurity In 2023, the SEC adopted rules requiring registered public companies (“registrants”) to disclose material cybersecurity incidents that they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and governance.
See “Consumer Protection Finance Bureau” above. ​ Cybersecurity The SEC has rules requiring registered public companies (“registrants”) to disclose material cybersecurity incidents that they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and governance.
Our fixed-rate one-to-four family mixed-use property mortgage loans are originated for terms of up to 15 years and are competitively priced based on market conditions and the Bank’s cost of funds. We originated and purchased $2.6 million, $11.4 million, and $21.9 million of fixed-rate one-to-four family mixed-use property mortgage loans in 2024, 2023, and 2022, respectively.
Our fixed-rate one-to-four family mixed-use property mortgage loans are originated for terms of up to 15 years and are competitively priced based on market conditions and the Bank’s cost of funds. We originated and purchased $0.2 million, $2.6 million, and $11.4 million of fixed-rate one-to-four family mixed-use property mortgage loans in 2025, 2024, and 2023, respectively.
At times, we may sell the guaranteed portion of certain SBA term loans in the secondary market, realizing a gain at the time of sale, and retaining the servicing rights on these loans, collecting a servicing fee of approximately 1%. We originated and purchased SBA loans totaling $7.3 million, $2.3 million and $3.5 million, during 2024, 2023, and 2022, respectively.
At times, we may sell the guaranteed portion of certain SBA term loans in the secondary market, realizing a gain at the time of sale, and retaining the servicing rights on these loans, collecting a servicing fee of approximately 1%. We originated and purchased SBA loans totaling $10.6 million, $7.3 million and $2.3 million, during 2025, 2024, and 2023, respectively.
Loans in excess of $5.0 million and up to and including $25.0 million must be submitted subsequently to the Director’s Loan Committee and/or the Board of Directors for approval.
Loans in excess of $5.0 million and up to and including $25.0 million must be submitted subsequently to the Director’s Loan Committee and/or the Board of Directors for approval. Loan amounts in excess of $25.0 million must be approved by the Board of Directors.
Mortgage-backed securities are more liquid than individual mortgage loans and may be used more easily to collateralize our obligations, including collateralizing of the governmental deposits of the Bank.
Mortgage-backed securities are more 23 Table of Contents liquid than individual mortgage loans and may be used more easily to collateralize our obligations, including collateralizing of the governmental deposits of the Bank.
Mortgage loans are primarily multi-family, commercial and one-to-four family mixed-use properties, which represent 74.4% of gross loans. Our revenues are derived principally from interest on loans, our mortgage-backed securities portfolio, and interest and dividends on other investments in our securities portfolio.
Mortgage loans are primarily multi-family, commercial and one-to-four family mixed-use properties, which represent 73.1% of gross loans. Our revenues are derived principally from interest on loans, our mortgage-backed securities portfolio, and interest and dividends on other investments in our securities portfolio.
The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice, or would violate any law, regulation, FRB order or directive, or any condition imposed by, or written agreement with, the FRB.
The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice, or would violate any law, regulation, FRB order or 39 Table of Contents directive, or any condition imposed by, or written agreement with, the FRB.
The following table shows the maturity and repricing of our total loan portfolio at December 31, 2024.
The following table shows the maturity and repricing of our total loan portfolio at December 31, 2025.
The weighted average loan to value ratio for this loan portfolio is approximately 41.8% based on the most recent appraisal and the loan balance at December 31, 2024. We generally rely on the income generated by the property as the primary means by which the loan is repaid. However, personal guarantees may be obtained for additional security from these borrowers.
The weighted average loan to value ratio for this loan portfolio is approximately 28.1% based on the most recent appraisal and the loan balance at December 31, 2025. We generally rely on the income generated by the property as the primary means by which the loan is repaid. However, personal guarantees may be obtained for additional security from these borrowers.
Multi-family adjustable-rate mortgage loans generally are not subject to limitations on interest rate increases either on an adjustment period or aggregate basis over the life of the loan; however, the loans generally contain interest rate floors. We originated and purchased multi-family ARM loans totaling $106.6 million, $210.5 million, and $392.0 million during 2024, 2023, and 2022, respectively.
Multi-family adjustable-rate mortgage loans generally are not subject to limitations on interest rate increases either on an adjustment period or aggregate basis over the life of the loan; however, the loans generally contain interest rate floors. We originated and purchased multi-family ARM loans totaling $58.4 million, $106.6 million, and $210.5 million during 2025, 2024, and 2023, respectively.
A portion of our brokered certificates of deposit are hedged against rising interest rates using interest rate swaps. At December 31, 2024 and December 31, 2023, $875.8 million and $680.0 million, respectively, were hedged using interest rate swaps. See Note 20 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements .
A portion of our brokered certificates of deposit are hedged against rising interest rates using interest rate swaps. At December 31, 2025 and December 31, 2024, $725.8 million and $875.8 million, respectively, were hedged using interest rate swaps. See Note 20 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements .
Our fixed-rate commercial mortgage loans are generally originated for terms up to 20 years and are competitively priced based on market conditions and our cost of funds. We originated and purchased $5.3 million, $12.2 million, and $35.4 million of fixed-rate commercial mortgage loans in 2024, 2023, and 2022, respectively.
Our fixed-rate commercial mortgage loans are generally originated for terms up to 20 years and are competitively priced based on market conditions and our cost of funds. We originated and purchased $1.2 million, $5.3 million, and $12.2 million of fixed-rate commercial mortgage loans in 2025, 2024, and 2023, respectively.
The Bank’s underwriting standards generally require a loan-to-value ratio of no more than 75% at the time the loan is originated. At December 31, 2024, the outstanding principal balance of our non-performing loans was 43.1% of the estimated current value of the supporting collateral, after considering the charge-offs that have been recorded.
The Bank’s underwriting standards generally require a loan-to-value ratio of no more than 75% at the time the loan is originated. At December 31, 2025, the outstanding principal balance of our non-performing loans was 52.5% of the estimated current value of the supporting collateral, after considering the charge-offs that have been recorded.
The Basel III Capital Rules also introduced a “capital conservation buffer,” composed entirely of CET1, on top of these minimum risk-weighted asset ratios. The Bank’s capital conservation buffer currently is 5.11%.
The Basel III Capital Rules also introduced a “capital conservation buffer,” composed entirely of CET1, on top of these minimum risk-weighted asset ratios. The Bank’s capital conservation buffer currently is 6.40%.
At December 31, 2024 and 2023, total deposits in our government banking unit totaled $1,775.5 million and $1,587.9 million, respectively. Our core deposits, consisting of savings accounts, NOW accounts, money market accounts, and non-interest bearing demand accounts, are typically more stable and lower costing than other sources of funding.
At December 31, 2025 and 2024, total deposits in our government banking unit totaled $1,908.8 million and $1,775.5 million, respectively. Our core deposits, consisting of savings accounts, NOW accounts, money market accounts, and non-interest bearing demand accounts, are typically more stable and lower costing than other sources of funding.
Unless otherwise disclosed, the information presented in this Annual Report reflects the financial condition and results of operations of the Company. Management views the Company as operating a single unit – a community bank. At December 31, 2024, the Company had total assets of $9.0 billion, deposits of $7.2 billion and stockholders’ equity of $0.7 billion.
Unless otherwise disclosed, the information presented in this Annual Report reflects the financial condition and results of operations of the Company. Management views the Company as operating a single unit – a community bank. At December 31, 2025, the Company had total assets of $8.7 billion, deposits of $7.3 billion and stockholders’ equity of $0.7 billion.
ARM loans generally are subject to limitations on interest rate increases of 2% per adjustment period and an aggregate adjustment of 6% over the life of the loan and have interest rate floors. We originated and purchased residential ARM loans totaling $55.1 million, $6.5 million, and $21.7 million during 2024, 2023, and 2022, respectively.
ARM loans generally are subject to limitations on interest rate increases of 2% per adjustment period and an aggregate adjustment of 6% over the life of the loan and have interest rate floors. We originated and purchased residential ARM loans totaling $123.4 million, $55.1 million, and $6.5 million during 2025, 2024, and 2023, respectively.
Generally, unsecured consumer loans are limited to amounts of $5,000 or less for terms of up to five years. We originated and purchased $7.2 million, $4.7 million, and $4.4 million of other loans during 2024, 2023, and 2022, respectively.
Generally, unsecured consumer loans are limited to amounts of $5,000 or less for terms of up to five years. We originated and purchased $5.3 million, $7.2 million, and $4.7 million of non-overdraft other loans during 2025, 2024, and 2023, respectively.
Included in deposits are certificates of deposit with balances of $250,000 or more (excluding brokered deposits issued in $1,000 amounts under a master certificates of deposit) was $514.4 million and $497.4 million at December 31, 2024 and 2023, respectively.
Included in deposits are certificates of deposit with balances of $250,000 or more (excluding brokered deposits issued in $1,000 amounts under a master certificates of deposit) was $510.7 million and $514.4 million at December 31, 2025 and 2024, respectively.
The net result of these and other transactions was a pre-tax loss of $76.0 million. ​ Our principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and purchases of multi-family residential properties loans, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family loans (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units); (2) construction loans; (3) equipment financing loans; (4) Small Business Administration (“SBA”) loans; (5) mortgage loan surrogates such as mortgage-backed securities; and (6) U.S. government securities, corporate fixed-income securities and other marketable securities.
Our principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and purchases of multi-family residential properties loans, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family loans (focusing on mixed-use properties, which are properties that contain both residential dwelling units 1 Table of Contents and commercial units); (2) construction loans; (3) equipment financing loans; (4) Small Business Administration (“SBA”) loans; (5) mortgage loan surrogates such as mortgage-backed securities; and (6) U.S. government securities, corporate fixed-income securities and other marketable securities.
Our fixed-rate commercial business loans are generally originated for terms up to 20 years and are competitively priced based on market conditions and our cost of funds. We originated and purchased $319.1 million, $322.4 million, and $637.0 million of commercial business loans during 2024, 2023, and 2022, respectively.
Our fixed-rate commercial business loans are generally originated for terms up to 20 years and are competitively priced based on market conditions and our cost of funds. We originated and purchased $394.9 million, $319.1 million, and $322.4 million of commercial business loans during 2025, 2024, and 2023, respectively.
Advances are made as construction progresses and inspection warrants, subject to continued title searches to ensure that we maintain a first lien position. We originated and purchased construction loans totaling $20.9 million, $34.4 million, and $31.6 million during 2024, 2023, and 2022, respectively.
Advances are made as construction progresses and inspection warrants, subject to continued title searches to ensure that we maintain a first lien position. We originated and purchased construction loans totaling $13.8 million, $20.9 million, and $34.4 million during 2025, 2024, and 2023, respectively.
The servicers are required to submit monthly reports on their collection efforts on delinquent loans. At December 31, 2024 and 2023, we held $266.1 million and $364.0 million, respectively, of loans that were serviced by others. Asset Quality Loan Collection .
The servicers are required to submit monthly reports on their collection efforts on delinquent loans. At December 31, 2025 and 2024, we held $288.7 million and $266.1 million, respectively, of loans that were serviced by others. Asset Quality Loan Collection .
(2) Does not include allowance for credit losses totaling $2.6 million for the year ended December 31, 2024. (3) Does not include the unallocated portfolio layer basis adjustments totaling $2.3 million related to available for sale securities hedged in a closed pool at December 31, 2023.
(2) Does not include allowance for credit losses totaling $2.9 million and $2.6 million for the years ended December 31, 2025 and 2024, respectively. (3) Does not include the unallocated portfolio layer basis adjustments totaling $2.3 million related to available for sale securities hedged in a closed pool at December 31, 2023.
At December 31, 2024 26 Table of Contents and 2023, total deposits at our Internet Branch were $149.2 million and $183.8 million, respectively. The government banking unit provides banking services to public municipalities, including counties, cities, towns, villages, school districts, libraries, fire districts, and the various courts throughout the New York City metropolitan area.
At December 31, 2025 25 Table of Contents and 2024, total deposits at our Internet Branch were $121.3 million and $149.2 million, respectively. The government banking unit provides banking services to public municipalities, including counties, cities, towns, villages, school districts, libraries, fire districts, and the various courts throughout the New York City metropolitan area.
During the year ended December 31, 2024, the Company acquired and then subsequently sold one OREO for $0.8 million, resulting in a gain on sale of $0.2 million. The Company did not have any OREO during 2023.
During the year ended December 31, 2024, the Company acquired and then subsequently sold one OREO for $0.8 million, resulting in a gain on sale of $0.2 million.
We incurred total net charge-offs of $7.7 million, $10.8 million and $1.5 million during the years ended December 31, 2024, 2023 and 2022, respectively. The Company recorded a provision for credit losses on loans totaling $7.7 million, $10.5 million and $4.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We incurred total net charge-offs of $9.8 million, $7.7 million and $10.8 million during the years ended December 31, 2025, 2024 and 2023, respectively. The Company recorded a provision for credit losses on loans totaling $12.5 million, $7.7 million and $10.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

31 edited+92 added−2 removed94 unchanged
Biggest changeOur primary sources of liquidity are deposits, both retail deposits from our branch network including our Internet Branch and brokered deposits, as well as borrowed funds, primarily wholesale borrowing from the FHLB-NY. Additionally, we have unsecured lines of credit with other commercial banks. Funds are also provided by the repayment and sale of securities and loans.
Biggest changeFailure to Effectively Manage Our Liquidity Could Significantly Impact Our Financial Condition and Results of Operations Our liquidity is critical to our ability to operate our business. Our primary sources of liquidity are deposits, both retail deposits from our branch network including our Internet Branch and brokered deposits, as well as borrowed funds, primarily wholesale borrowing from the FHLB-NY.
Pursuant to the regulation, the Bank, as a well-capitalized institution, may accept brokered deposits. Should our capital ratios decline, this could limit our ability to replace brokered deposits when they mature. As of December 31, 2024, the Bank met or exceeded all applicable requirements to be deemed “well-capitalized” for purposes of these regulations.
Pursuant to the regulation, the Bank, as a well-capitalized institution, may accept brokered deposits. Should our capital ratios decline, this could limit our ability to replace brokered deposits when they mature. As of December 31, 2025, the Bank met or exceeded all applicable requirements to be deemed “well-capitalized” for purposes of these regulations.
A reduction or elimination of our common stock dividend could adversely affect the market price of our common stock. ​ 51 Table of Contents Our Financial Results May be Adversely Impacted by Global Climate Changes Atmospheric concentrations of carbon dioxide and other greenhouse gases have increased dramatically since the industrial revolution, resulting in a gradual increase in average global temperatures and an increase in the frequency and severity of weather patterns and natural disasters.
A reduction or elimination of our common stock dividend could adversely affect the market price of our common stock. ​ Our Financial Results May be Adversely Impacted by Global Climate Changes Atmospheric concentrations of carbon dioxide and other greenhouse gases have increased dramatically since the industrial revolution, resulting in a gradual increase in average global temperatures and an increase in the frequency and severity of weather patterns and natural disasters.
Depositors tend to open longer term, higher costing certificates of deposit accounts which could adversely affect our net interest income if rates were to subsequently decline. Additionally, 45 Table of Contents adjustable-rate mortgage loans and mortgage-backed securities generally contain interim and lifetime caps that limit the amount the interest rate can increase or decrease at repricing dates.
Depositors tend to open longer term, higher costing certificates of deposit accounts which could adversely affect our net interest income if rates were to subsequently decline. Additionally, adjustable-rate mortgage loans and mortgage-backed securities generally contain interim and lifetime caps that limit the amount the interest rate can increase or decrease at repricing dates.
Additionally, government policies to slow climate change (e.g., setting limits on carbon emissions) may have an adverse impact on sectors such as utilities, transportation and manufacturing. Changes in asset prices may impact the value of our fixed income, real estate and commercial mortgage investments.
Additionally, government policies to slow climate change (e.g., setting limits on carbon emissions) may have an adverse impact on sectors such as utilities, transportation and manufacturing. Changes in asset prices may impact the value of our fixed income, real estate 56 Table of Contents and commercial mortgage investments.
These attacks may take a variety of forms, including web application attacks, denial of service attacks, ransomware, other malware, and social engineering, including phishing. As automation and machine intelligence technologies progress, attackers are adopting this technology to speed up their reconnaissance and attacks while reducing their costs.
These 54 Table of Contents attacks may take a variety of forms, including web application attacks, denial of service attacks, ransomware, other malware, and social engineering, including phishing. As automation and machine intelligence technologies progress, attackers are adopting this technology to speed up their reconnaissance and attacks while reducing their costs.
It is possible that due to changes in fiscal and economic policies, including tariffs, US economic activity may slow or decrease in 2025, applying pressure on interest rates.
It is possible that due to changes in fiscal and economic policies, including tariffs, US economic activity may slow or decrease in 2026, applying pressure on interest rates.
The maturity of brokered certificates of deposit could result in a significant funding source maturing at one time. Should this occur, it might be difficult to replace the maturing certificates with new brokered certificates of deposit or other wholesale funding.
The maturity of brokered certificates of deposit could result in a significant funding source maturing at one time. Should this occur, it might be difficult to replace the maturing certificates with new brokered certificates of deposit or 51 Table of Contents other wholesale funding.
Proposals to change the laws and regulations governing the operations and taxation of banks and other financial institutions are frequently made in Congress, in the New York legislature and before various bank regulatory agencies.
Proposals to change the laws and regulations governing the operations and taxation of 52 Table of Contents banks and other financial institutions are frequently made in Congress, in the New York legislature and before various bank regulatory agencies.
The Bank faces several minimum capital requirements imposed by federal regulation. Failure to adhere to these minimums could limit the dividends the Bank may pay, including the payment of dividends to the Company, and could 48 Table of Contents limit the annual growth of the Bank.
The Bank faces several minimum capital requirements imposed by federal regulation. Failure to adhere to these minimums could limit the dividends the Bank may pay, including the payment of dividends to the Company, and could limit the annual growth of the Bank.
The legal and regulatory risks related to safeguarding personal information and the harm that could be caused by a successful cyber-attack affecting Flushing Bank are proactively monitored and addressed according to 50 Table of Contents current regulations and bank policies.
The legal and regulatory risks related to safeguarding personal information and the harm that could be caused by a successful cyber-attack affecting Flushing Bank are proactively monitored and addressed according to current regulations and bank policies.
The FOMC decreased the target range for the federal funds rate three times and by 100 basis points during 2024 from a range of 5.25% to 5.50% in September, to a range of 4.25% to 4.50% in December. There can be no assurances as to any future FOMC decisions on interest rates.
The FOMC decreased the target range for the federal funds rate three times and by 75 basis points during 2025 from a range of 4.25% to 4.50% in September, to a range of 3.50% to 3.75% in December. There can be no assurances as to any future FOMC decisions on interest rates.
The rate we pay on brokered money market accounts is similar to the rate we pay on non-brokered money market accounts, and the 46 Table of Contents rate is agreed to in a contract between the Bank and the broker.
The rate we pay on brokered money market accounts is similar to the rate we pay on non-brokered money market accounts, and the rate is agreed to in a contract between the Bank and the broker.
Many factors could 47 Table of Contents require additions to our allowance for credit losses in future periods above those currently maintained.
Many factors could require additions to our allowance for credit losses in future periods above those currently maintained.
Most of these real estate loans were secured by multi-family residential property ($2,527.2 million), commercial real estate property ($1,973.1 million) and one-to-four family mixed-use property ($511.2 million), which combined represented 74.4% of our loan portfolio. Our loan portfolio is concentrated in the New York City metropolitan area.
Most of these real estate loans were secured by multi-family residential property ($2,382.8 million), commercial real estate property ($1,993.0 million) and one-to-four family mixed-use property ($476.4 million), which combined represented 73.1% of our loan portfolio. Our loan portfolio is concentrated in the New York City metropolitan area.
We attempt to mitigate this risk by generally requiring a loan-to-value ratio of no more than 75% at a time the loan is originated, except for one-to-four family residential mortgage loans, where we require a loan-to value ratio of no more than 80%. Repayment of construction loans is contingent upon the successful completion and operation of the project.
We attempt to mitigate this risk by generally requiring a loan-to-value ratio of no more than 75% at a time the loan is originated, except for one-to-four family residential mortgage loans, where we require a loan-to value ratio of no more than 80%.
See “— Local Economic Conditions. ​ Our Lending Activities Involve Risks that May Be Exacerbated Depending on the Mix of Loan Types At December 31, 2024, our gross loan portfolio was $6,737.8 million, of which 90.0% was loans secured by real estate.
See “— Local Economic Conditions. ​ Risks relating to our Business and Operations Our Lending Activities Involve Risks that May Be Exacerbated Depending on the Mix of Loan Types At December 31, 2025, our gross loan portfolio was $6,639.8 million, of which 90.7% was loans secured by real estate.
The Bank had $1,319.0 million or 18.4% of total deposits and $1,102.0 million, or 16.2% of total deposits, in brokered deposit accounts as of December 31, 2024 and 2023, respectively. At December 31, 2024 approximately $875.8 million are hedged using interest rate swaps.
The Bank had $1,131.1 million or 15.5% of total deposits and $1,319.0 million, or 18.4% of total deposits, in brokered deposit accounts as of December 31, 2025 and 2024, respectively. At December 31, 2025 approximately $725.8 million are hedged using interest rate swaps.
A decline in available funding caused by any of the above factors could adversely impact our ability to originate loans, invest in securities, meet our expenses, or fulfill our obligations such as repaying our borrowings or meeting deposit withdrawal demands.
Additionally, changes in the FHLB-NY underwriting guidelines may limit or restrict our ability to borrow effectively. A decline in available funding caused by any of the above factors could adversely impact our ability to originate loans, invest in securities, meet our expenses, or fulfill our obligations such as repaying our borrowings or meeting deposit withdrawal demands.
Additionally, we place a portion of our government deposits in the IntraFi Network money market or demand product, allowing us to invest our funds in higher yielding assets without providing collateral. As of December 31, 2024, total deposit balances include brokered deposits of money market deposits of $73.6 million, certificates of deposit of $1,094.0 million, NOW deposits of $151.4 million.
Additionally, we place a portion of our government deposits in the IntraFi Network money market or demand product, allowing us to invest our funds in higher yielding assets without providing collateral. As of December 31, 2025, total deposit balances include brokered deposits of certificates of deposit of $831.2 million, NOW deposits of $299.9 million.
Physical risks and transitional risks could increase the Company’s cost of doing business and actual or perceived failure to adequately address expectations of our various stakeholders could lead to a tarnished reputation and loss of customers and clients Current Conditions in, and Regulation of, the Banking Industry May Have a Material Adverse Effect on Our Results of Operations Financial institutions have been the subject of significant legislative and regulatory changes, including the adoption of The Dodd Frank Act, which imposes a wide variety of regulations affecting us, and may be the subject of further significant legislation or regulation in the future, none of which is within our control.
Current Conditions in, and Regulation of, the Banking Industry May Have a Material Adverse Effect on Our Results of Operations Financial institutions have been the subject of significant legislative and regulatory changes, including the adoption of The Dodd Frank Act, which imposes a wide variety of regulations affecting us, and may be the subject of further significant legislation or regulation in the future, none of which is within our control.
We are subject to numerous federal, state, and international regulations regarding the privacy and security of personal information. These laws vary widely by jurisdiction. Applicable regulations include the NYDFS 23 NYCRR Part 500 Cybersecurity Requirements for Financial Services Companies, Gramm-Leach-Bliley Title V Subtitle A- Safeguards Rule, FDIC Part 364 Appendix B- Interagency Guidelines Establishing Information Security Standards and other regulations.
Applicable regulations include the NYDFS 23 NYCRR Part 500 Cybersecurity Requirements for Financial Services Companies, Gramm-Leach-Bliley Title V Subtitle A- Safeguards Rule, FDIC Part 364 Appendix B- Interagency Guidelines Establishing Information Security Standards and other regulations.
As of December 31, 2023, total deposit balances include brokered deposits of money market deposits of $96.6 million, certificates of deposit of $818.3 million, and NOW deposits of $187.1 million. FDIC regulations limit brokered deposits.
As of December 31, 2024, total deposit balances include brokered deposits of money market deposits of $73.6 million, certificates of deposit of $1,094.0 million, and NOW deposits of $151.4 million. FDIC regulations limit brokered deposits.
We may be subject to increasingly more risk related to cybersecurity for our Internet Branch as we expand our suite of online direct banking products, acquire new or outsource some of our business operations, expand our internal usage of web-based products and applications, and otherwise attempt to keep pace with rapid technological changes in the financial services industry. 49 Table of Contents We rely on external infrastructure, proprietary information technology and third-party systems and services to conduct business, including customer service, marketing and sales activities, customer relationship management, producing financial statements and technology/data centers.
We may be subject to increasingly more risk related to cybersecurity for our Internet Branch as we expand our suite of online direct banking products, acquire new or outsource some of our business operations, expand our internal usage of web-based products and applications, and otherwise attempt to keep pace with rapid technological changes in the financial services industry.
A significant portion of our loans have fixed interest rates (or, if adjustable, are initially fixed for periods of five to 10 years) and longer terms than our deposits and borrowings. Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans.
A significant portion of our loans have fixed interest rates (or, if adjustable, are initially fixed for periods of 49 Table of Contents five to 10 years) and longer terms than our deposits and borrowings.
The repayment of commercial business loans is contingent on the successful operation of the related business. Changes in local economic conditions and government regulations, which are outside the control of the borrower or lender, also could affect the value of the security for the loan or the future cash flow of the affected properties.
Changes in local economic conditions and government regulations, which are outside the control of the borrower or lender, also could affect the value of the security for the loan or the future cash flow of the affected properties. We continually review the composition of our mortgage loan portfolio to manage the risk in the portfolio.
Such actual or perceived failures could also cause our customers to lose trust in us, which could have an adverse effect on our business. Restrictions on data collection and use may limit opportunities to gain business insights useful to running our business and offering innovative products and services.
Such actual or perceived failures could also cause our customers to lose trust in us, which could have an adverse effect on our business.
Our ability to obtain funds are influenced by many external factors, including but not limited to, local, regional and national economic conditions, the direction of interest rates and competition for deposits in the markets we serve. Additionally, changes in the FHLB-NY underwriting guidelines may limit or restrict our ability to borrow effectively.
Additionally, we have unsecured lines of credit with other commercial banks. Funds are also provided by the repayment and sale of securities and loans. Our ability to obtain funds are influenced by many external factors, including but not limited to, local, regional and national economic conditions, the direction of interest rates and competition for deposits in the markets we serve.
In addition, we store and process confidential and proprietary business information on both company-owned and third-party and/or vendor managed systems, including cloud service providers.
We rely on external infrastructure, proprietary information technology and third-party systems and services to conduct business, including customer service, marketing and sales activities, customer relationship management, producing financial statements and technology/data centers. In addition, we store and process confidential and proprietary business information on both company-owned and third-party and/or vendor managed systems, including cloud service providers.
There can be no assurance that a decline in the market value of these investments will not result in other-than-temporary impairment charges in our financial statements.
There can be no assurance that a decline in the market value of these investments will not result in other-than-temporary impairment charges in our financial statements. New York City Mayor Mamdani campaigned on a pledge to freeze rent increases on rent regulated apartments. In early 2026, he proposed increasing property taxes by 9.5%.
The Federal Reserve regulates the supply of money and credit in the United States. Changes in Federal Reserve or governmental policies are beyond the Company’s control and difficult to predict; consequently, the impact of these changes on the Company’s activities and results of operations is also difficult to predict.
Changes in Federal Reserve or governmental policies are beyond the Company’s control and difficult to predict; consequently, the impact of these changes on the Company’s activities and results of operations is also difficult to predict. 53 Table of Contents See “Changes in Interest Rates may impact our Financial Condition and Results of Operations” Risk Factor in this Form 10-K.
Removed
We continually review the composition of our mortgage loan portfolio to manage the risk in the portfolio. Failure to Effectively Manage Our Liquidity Could Significantly Impact Our Financial Condition and Results of Operations Our liquidity is critical to our ability to operate our business.
Added
Risks Relating to the Consummation of the Mergers and OceanFirst following the Mergers Because the market price of OceanFirst common stock may fluctuate prior to the effective time of the first merger, including as a result of OceanFirst’s and the Company’s financial performance prior to that effective time, stockholders cannot be certain of the market value of the merger consideration to be received by the Company’s stockholders.
Removed
See “Changes in Interest Rates may impact our Financial Condition and Results of Operations” Risk Factor in this Form 10-K.
Added
In the first merger, the Company’s stockholders will be entitled to receive 0.85 of a share of OceanFirst common stock for each share of Company common stock they own, subject to certain exceptions.
Added
Although the number of shares of OceanFirst common stock that Company stockholders will be entitled to receive per share of Company common stock is fixed, the market value of the merger consideration will fluctuate with the market price of OceanFirst common stock and will not be known at the time of the OceanFirst special meeting and the Company special meeting for approval of the (collectively, the “meetings”).
Added
The merger agreement can be terminated by the Company if, for the 35 consecutive trading days ending on the determination date, the volume weighted average trading price of OceanFirst common stock (a) drops below $15.81 and (b) underperforms the KBW Nasdaq Regional Banking Index by twenty percent (20%).
Added
Stock price changes may result from a variety of factors, including general market and economic conditions, changes in OceanFirst’s and the Company’s businesses, operations and prospects, the performance of peer companies and other financial companies, volatility in the prices of securities in global financial markets, including market prices of OceanFirst common stock, Company common stock and the other public traded banking institutions as well as changes in applicable laws and regulations, many of which are beyond OceanFirst’s and the Company’s control.
Added
Therefore, at the time of the meetings, OceanFirst’s stockholders and the Company’s stockholders will not know the market value of the merger consideration that the Company’s stockholders will receive at the effective time.
Added
Furthermore, the implied value of OceanFirst common stock to be paid to the Company’s stockholders upon completion of the first merger could be at the closing of the mergers significantly less than $19.76, which was the closing price per share of the OceanFirst common stock on the last trading day before the public announcement of the merger agreement, based on any fluctuations in the market price of OceanFirst common stock.
Added
You should obtain current market quotations for shares of OceanFirst common stock (Nasdaq: OCFC) and for shares of Company common stock (Nasdaq: FFIC). 43 Table of Contents The market price of OceanFirst common stock after the mergers may be affected by factors different from those currently affecting the shares of OceanFirst common stock or Company common stock.
Added
As a result of the first merger, the Company’s stockholders will become OceanFirst stockholders, and certain adjustments may be made to the combined company’s business as a result of the mergers.
Added
Accordingly, the results of operations of the combined company and the market price of OceanFirst common stock after the completion of the mergers may be affected by factors different from those currently affecting the independent results of operations of each of OceanFirst and the Company.
Added
Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the mergers.
Added
Before the mergers and the bank merger may be completed, the requisite approvals, consents and non-objections must be obtained from the Federal Reserve, Office of the Controller of the Currency and the New York Department of Financial Services.
Added
Under the investment agreement, before the investment by Warburg may be completed, Warburg must have received reasonably satisfactory oral confirmation from staff of the legal division of the Federal Reserve that the consummation of the transactions contemplated by the investment agreement will not result in Warburg being deemed to have, or have acquired, “control” of OceanFirst or any of its subsidiaries for purposes of the BHC Act or CIBC Act and the implementing regulations thereunder, either (a) individually or (b) as part of an “association” or group “acting in concert” with any other person with respect to the transactions contemplated by the investment agreement contemplated to occur at the investment closing, as those terms are defined and interpreted by the Federal Reserve under Regulation Y (12 C.F.R.
Added
Part 225). Other approvals, waivers or consents from regulators may also be required, both for the mergers and for the investment. In determining whether to grant these approvals and confirmations, such regulatory authorities consider a variety of factors.
Added
These approvals or confirmations could be delayed or not obtained at all, including due to (a) a party’s regulatory standing (or adverse development in respect thereof), (b) any other factors considered by regulators when granting such approvals or confirmations, including governmental, political or community group inquiries, investigations or opposition, or (c) changes in legislation or the political environment generally.
Added
The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement or the investment agreement.
Added
There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying or jeopardizing the completion of any of the transactions contemplated by the merger agreement or the investment agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the mergers or otherwise reducing the anticipated benefits of the mergers (including the investment and its inclusion as common equity tier 1 capital, assuming the mergers and the investment are consummated successfully and within the expected timeframe).
Added
In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in abandonment of the mergers and the investment.
Added
Additionally, the completion of the mergers and the investment is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prevent, prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement or the investment agreement, as applicable.
Added
OceanFirst and the Company have agreed in the merger agreement to use commercially reasonable efforts to (a) promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the mergers, the bank merger and the OceanFirst issuance), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities and (b) respond to any request for information and to resolve any objection that may be asserted by any governmental entity with respect to the merger agreement or the transactions contemplated thereby in each case in a reasonably prompt and timely matter, including the sale, divestiture or disposition of assets, properties or businesses of OceanFirst, the Company or their respective subsidiaries.
Added
However, under the terms of the merger agreement, neither OceanFirst nor the Company, nor any of their respective subsidiaries, is required or permitted (without the written consent of the other party), to take any action, or agree to any condition or restriction, in connection with obtaining the requisite regulatory approvals that would reasonably be expected to have, individually or in 44 Table of Contents the aggregate, a material adverse effect (measured on a scale relative to OceanFirst and its subsidiaries, taken as a whole) on the combined company and its subsidiaries, taken as a whole, after giving effect to the mergers.
Added
OceanFirst and Warburg have agreed in the investment agreement to use reasonable best efforts to promptly prepare and file for all permits, consents, approvals, confirmations and authorizations of all third parties and governmental entities that are necessary or advisable to consummate the investment as promptly as reasonably practicable, and to respond to any request for information from any government authority related to the foregoing, so as to enable the parties to consummate the transactions contemplated by the investment agreement.
Added
However, under the terms of the investment agreement, neither OceanFirst nor any of its subsidiaries is permitted (without the written consent of the other party), and none of Warburg or any of their affiliates is required, to take any action, or commitment to take or refrain from taking any action, or acceptance or agreement to any condition or restriction, in each case, that would reasonably be expected to cause Warburg, its affiliates or any of their partners or principals to (a) “control” OceanFirst or be required to become a bank holding company, in each case, pursuant to the BHC Act; (b) “control” OceanFirst or be required to provide prior notice pursuant to the CIBC Act; (c) serve as a source of financial strength to OceanFirst pursuant to the BHC Act; or (d) enter into any capital or liquidity maintenance agreement or any similar agreement with any governmental entity, provide capital support to OceanFirst, the Company or any of their respective subsidiaries or otherwise commit to or contribute any additional capital to, provide other funds to, or make any other investment in, OceanFirst, the Company or any of their respective subsidiaries.
Added
Consummation of the mergers is conditioned upon the prior or concurrent closing of the investment. Although OceanFirst has a legally binding agreement with Warburg pursuant to which Warburg will make the investment, the obligation of Warburg to make such investment is subject to various conditions.
Added
Failure to consummate (or a delay in consummating) the investment may cause the failure or delay in the ability of the parties to consummate the mergers. Failure to consummate the mergers and investment could negatively impact the Company.
Added
The consummation of the mergers is subject to the receipt of requisite regulatory and requisite stockholder approvals and the satisfaction of other customary closing conditions, including the substantially concurrent consummation of the investment, as noted above.
Added
If the mergers are not completed for any reason, including as a result of OceanFirst’s stockholders or the Company’s stockholders failing to grant the applicable requisite stockholder approval at the applicable company’s special stockholders meeting or the imposition of a materially burdensome regulatory condition resulting in either OceanFirst or the Company refusing to consummate the mergers, there may be various adverse consequences and the Company may experience negative reactions from the financial markets and from their customers and employees.
Added
For example, the Company’s business may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, without realizing any of the anticipated benefits of consummating the mergers.
Added
Additionally, if the merger agreement is terminated, the market price of Company common stock could decline to the extent that current market prices reflect a market assumption that the mergers will be beneficial and will be consummated. The Company also could be subject to litigation related to any failure to complete the mergers.
Added
If the merger agreement is terminated under certain circumstances, either party may be required to pay a termination fee equal to $21,431,924 to the other party.
Added
Additionally, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement as well as the costs and expenses of preparing, filing, printing and mailing of a proxy statement in connection with the mergers, and all filing and other fees paid in connection with the mergers.
Added
If the mergers and/or the investment are not completed, the Company would have to pay its expenses without realizing the expected benefits of the mergers.
Added
Although the Company may be entitled to receive a termination fee from OceanFirst if the merger agreement is terminated under certain circumstances, such payments may not be sufficient to fully compensate the Company for the losses it may incur in connection with a failure of the mergers to be consummated. 45 Table of Contents Combining OceanFirst and the Company may be more difficult, costly or time-consuming than expected, and the combined company may fail to realize the anticipated benefits of the mergers.
Added
The success of the mergers will depend, in part, on the anticipated cost savings from combining the businesses of OceanFirst and the Company.
Added
To realize certain anticipated benefits and cost savings from the mergers, OceanFirst and the Company must successfully integrate and combine their businesses in a manner that permits those benefits and cost savings to be realized without adversely affecting current revenues and future growth.
Added
If OceanFirst and the Company are not able to successfully achieve these objectives, such anticipated benefits and cost savings of the mergers may not be realized fully or at all or may take longer to realize than expected.
Added
In addition, the actual cost savings of the mergers could be less than anticipated, and integration may result in additional and unforeseen expenses.
Added
An inability to realize the full extent of the anticipated benefits of the mergers and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the capital position, revenues, levels of expenses and operating results of the combined company following the completion of the mergers, which may adversely affect the value of the common stock of the combined company following the completion of the mergers.
Added
OceanFirst and the Company have operated and, until the completion of the mergers, must continue to operate independently.
Added
It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with their stakeholders or to achieve the anticipated benefits and cost savings of the mergers.
Added
Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on the Company during this pre-closing period and for an undetermined period after consummation of the mergers on the combined company.
Added
Furthermore, the board of directors and executive leadership of the combined company and the surviving bank will consist of former directors and executive officers from each of OceanFirst and the Company, as well as a Warburg director.
Added
Combining the boards of directors and management teams of each company into a single board of directors and a single management team could require the reconciliation of differing priorities and philosophies. The combined company may be unable to retain OceanFirst and/or the Company personnel successfully after the mergers are completed.
Added
The success of the mergers will depend, in part, on the combined company’s ability to retain the talent and dedication of key employees currently employed by OceanFirst and the Company.
Added
It is possible that these employees may decide not to remain with OceanFirst or the Company, as applicable, while the mergers are pending or with the combined company after the mergers are consummated.
Added
If OceanFirst and the Company are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, OceanFirst and the Company could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs.
Added
In addition, following the mergers, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−1 removed14 unchanged
Biggest changeWe have an Incident Response Team chaired by our Chief Operating Officer that is comprised of executive management and designated managers, including the CISO.
Biggest changeThe cybersecurity programs include a cross-function team of trained internal and external information security professionals, all of whom are required to maintain industry accredited certifications. We have an Incident Response Team chaired by our Chief Operating Officer that is comprised of executive management and designated managers, including the CISO.
Our CISO oversees proactive initiatives, remediation plans of known risks, compliance with regulations and standards and disaster recovery, business continuity, and incident response efforts.
Our CISO oversees proactive initiatives, remediation plans of known risks, compliance with regulations and standards and disaster recovery, business continuity, and incident response efforts. Additionally, the Bank’s CRO who leads the management risk function, has extensive experience in risk management.
Cybersecurity Threats To assess and manage cybersecurity threats, the Company maintains an Incident Response Team comprised of members from the major business areas in the Company to ensure appropriate subject matter specialists are represented.
Cybersecurity threats are identified utilizing risk assessments, detection tools, information gathering and performing internal, external, and third-party contracted security assessments. 57 Table of Contents Cybersecurity Threats To assess and manage cybersecurity threats, the Company maintains an Incident Response Team comprised of members from the major business areas in the Company to ensure appropriate subject matter specialists are represented.
Managing Material Risks and Integrated Overall Risk Management The Company maintains documented processes, procedures, and controls for assessing, identifying, and managing material risks from cybersecurity threats . Cybersecurity threats are identified utilizing risk assessments, detection tools, information gathering and performing internal, external, and third-party contracted security assessments.
Managing Material Risks and Integrated Overall Risk Management The Company maintains documented processes, procedures, and controls for assessing, identifying, and managing material risks from cybersecurity threats .
Removed
Additionally, the Bank’s CRO who leads the management risk function, has extensive experience in risk management. 52 Table of Contents The cybersecurity programs include a cross-function team of trained internal and external information security professionals, all of whom are required to maintain industry accredited certifications.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 2. Properties. As of December 31, 2024, the Bank conducted its business through 28 full-service offices and its Internet Branch. The Company neither owns nor leases any property but instead uses the premises and equipment of the Bank. ​ 53 Table of Contents
Biggest changeItem 2. Properties. As of December 31, 2025, the Bank conducted its business through 30 full-service offices and its Internet Branch. The Company neither owns nor leases any property but instead uses the premises and equipment of the Bank. ​

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures ​ 54 PART II ​ ​ Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ 54 Item 6. Reserved ​ 56 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 57 Item 7A.
Biggest changeItem 4. Mine Safety Disclosures ​ 58 PART II ​ ​ Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ 58 Item 6. Reserved ​ 60 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 61 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk ​ 70 Item 8. Financial Statements and Supplementary Data ​ 71
Quantitative and Qualitative Disclosures About Market Risk ​ 72 Item 8. Financial Statements and Supplementary Data ​ 73

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−2 removed4 unchanged
Biggest changeThere is no expiration or maximum dollar amount under this authorization. 54 Table of Contents The following table sets forth securities authorized for issuance under all equity compensation plans of the Company at December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ ​ ​ ​ ​ ​ remaining available for ​ ​ (a) ​ (b) ​ future issuance under ​ ​ Number of securities to ​ Weighted-average ​ equity compensation ​ ​ be issued upon exercise ​ exercise price of ​ plans (excluding ​ ​ of outstanding options, ​ outstanding options, ​ securities reflected in ​ ​ warrants and rights ​ warrants and rights ​ column (a) ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans approved by security holders — ​ $ — 974,000 ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans not approved by security holders — ​ — — ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ $ — 974,000 ​ 55 Table of Contents Stock Performance Graph The following graph shows a comparison of cumulative total stockholder return on the Company’s common stock since December 31, 2019 with the cumulative total returns of a broad equity market index as well as comparative published industry indices.
Biggest changeThe following table sets forth securities authorized for issuance under all equity compensation plans of the Company at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ ​ ​ ​ ​ ​ remaining available for ​ ​ (a) ​ (b) ​ future issuance under ​ ​ Number of securities to ​ Weighted-average ​ equity compensation ​ ​ be issued upon exercise ​ exercise price of ​ plans (excluding ​ ​ of outstanding options, ​ outstanding options, ​ securities reflected in ​ ​ warrants and rights ​ warrants and rights ​ column (a) ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans approved by security holders — ​ $ — 974,000 ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans not approved by security holders — ​ — — ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ $ — 974,000 ​ 59 Table of Contents Stock Performance Graph The following graph shows a comparison of cumulative total stockholder return on the Company’s common stock since December 31, 2020 with the cumulative total returns of a broad equity market index as well as comparative published industry indices.
The Holding Company’s Common Stock is traded on the NASDAQ Global Select Market ® under the symbol “FFIC.” As of December 31, 2024, we had approximately 796 shareholders of record, not including the number of persons or entities holding stock in nominee or street name through various brokers and banks. ​ The following table sets forth information regarding the shares of common stock repurchased by us during the quarter ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Number of ​ ​ Total ​ ​ ​ ​ Shares Purchased ​ Shares That May ​ ​ Number ​ ​ ​ ​ as Part of Publicly ​ Yet Be Purchased ​ ​ of Shares ​ Average Price ​ Announced Plans ​ Under the Plans Period ​ Purchased ​ Paid per Share ​ or Programs ​ or Programs October 1 to October 31, 2024 ​ — ​ ​ — ​ — ​ 807,964 November 1 to November 30, 2024 ​ — ​ ​ — ​ — ​ 807,964 December 1 to December 31, 2024 ​ — ​ ​ — ​ — ​ 807,964 Total — ​ $ — — ​ ​ On July 27, 2021, the Company announced the authorization by the Board of Directors of a common stock repurchase program, which authorizes the purchase of up to 1,000,000 shares of its common stock.
The Holding Company’s Common Stock is traded on the NASDAQ Global Select Market ® under the symbol “FFIC.” As of December 31, 2025, we had approximately 764 shareholders of record, not including the number of persons or entities holding stock in nominee or street name through various brokers and banks. ​ 58 Table of Contents The following table sets forth information regarding the shares of common stock repurchased by us during the quarter ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Number of ​ ​ Total ​ ​ ​ ​ Shares Purchased ​ Shares That May ​ ​ Number ​ ​ ​ ​ as Part of Publicly ​ Yet Be Purchased ​ ​ of Shares ​ Average Price ​ Announced Plans ​ Under the Plans Period ​ Purchased ​ Paid per Share ​ or Programs ​ or Programs October 1 to October 31, 2025 ​ — ​ ​ — ​ — ​ 807,964 November 1 to November 30, 2025 ​ — ​ ​ — ​ — ​ 807,964 December 1 to December 31, 2025 ​ — ​ ​ — ​ — ​ 807,964 Total — ​ $ — — ​ ​ ​ On July 27, 2021, the Company announced the authorization by the Board of Directors of a common stock repurchase program, which authorizes the purchase of up to 1,000,000 shares of its common stock.
This program was completed in 2022 and on May 17, 2022, an additional 1,000,000 share authorization was announced. This program was completed in 2023 and on May 31, 2023, an additional 1,000,000 share authorization was announced. During the year ended December 31, 2024, the Company did not repurchase any of the Company’s common stock.
This program was completed in 2022 and on May 17, 2022, an additional 1,000,000 share authorization was announced. This program was completed in 2023 and on May 31, 2023, an additional 1,000,000 share authorization was announced. During the years ended December 31, 2025 and 2024, the Company did not repurchase any of the Company’s common stock.
The graph below reflects historical performance only, which is not indicative of possible future performance of the common stock. ​ ​ The total return assumes $100 invested on December 31, 2019 and all dividends reinvested through the end of the Company’s fiscal year ended December 31, 2024.
The graph below reflects historical performance only, which is not indicative of possible future performance of the common stock. ​ ​ The total return assumes $100 invested on December 31, 2020 and all dividends reinvested through the end of the Company’s fiscal year ended December 31, 2025.
During the year ended December 31, 2023, the Company repurchased 786,498 shares of the Company’s common stock at an average cost of $14.59 per share, respectively. At December 31, 2024, 807,964 shares remained available to be repurchased under the current stock repurchase program.
During the year ended December 31, 2023, the Company repurchased 786,498 shares of the Company’s common stock at an average cost of $14.59 per share, respectively. At December 31, 2025, 807,964 shares remained available to be repurchased under the current stock repurchase program. The merger agreement precludes the Company from purchasing Company common stock.
The performance graph above is based upon closing prices on the trading date specified. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Flushing Financial Corporation 100.00 ​ 81.90 ​ 123.92 ​ 102.96 ​ 93.15 85.99 NASDAQ Composite Index 100.00 ​ 144.92 ​ 177.06 ​ 119.45 ​ 172.77 223.87 S&P U.S.
The performance graph above is based upon closing prices on the trading date specified. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index ​ ​ ​ 12/31/20 ​ ​ ​ 12/31/21 ​ ​ ​ 12/31/22 ​ ​ ​ 12/31/23 ​ ​ ​ 12/31/24 ​ ​ ​ 12/31/25 Flushing Financial Corporation 100.00 ​ 151.31 ​ 125.72 ​ 113.74 ​ 105.00 118.94 NASDAQ Composite Index 100.00 ​ 122.18 ​ 82.43 ​ 119.22 ​ 154.48 187.14 S&P U.S.
Removed
Stock will be purchased under the current stock repurchase program from time to time, in the open market or through private transactions subject to market conditions and at the discretion of the management of the Company.
Added
MidCap Banks Index 100.00 ​ 145.53 ​ 107.01 ​ 79.78 ​ 106.43 123.12 S&P U.S. BMI Banks - Mid-Atlantic Region Index 100.00 ​ 126.30 ​ 106.67 ​ 129.34 ​ 179.73 247.07 ​ ​
Removed
MidCap Banks Index 100.00 ​ 98.90 ​ 143.93 ​ 105.83 ​ 78.90 105.26 S&P U.S. BMI Banks - Mid-Atlantic Region Index 100.00 ​ 90.39 ​ 114.16 ​ 96.42 ​ 116.90 162.46 ​ ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

80 edited+14 added−53 removed55 unchanged
Biggest changeThe yields include amortization of fees that are considered adjustments to yields. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ Average ​ ​ ​ ​ Yield/ ​ Average ​ ​ ​ ​ Yield/ ​ Average ​ ​ ​ ​ Yield/ ​ ​ Balance Interest Cost Balance Interest Cost Balance Interest Cost ​ ​ (Dollars in thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning assets: ​ ​ ​ ​ ​ ​ ​ Loans held for sale ​ $ 192 ​ $ 7 3.65 % $ — ​ $ — — % $ — ​ $ — — % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage loans, net (1)(2) ​ ​ 5,346,975 ​ ​ 291,437 5.45 ​ ​ 5,328,067 ​ ​ 267,178 5.01 ​ ​ 5,253,104 ​ ​ 228,065 4.34 ​ Other loans, net (1)(2) ​ 1,420,424 ​ 84,134 5.92 ​ 1,517,282 ​ 88,170 5.81 ​ 1,488,486 ​ 65,222 4.38 ​ Total loans, net ​ 6,767,399 ​ 375,571 5.55 ​ 6,845,349 ​ 355,348 5.19 ​ 6,741,590 ​ 293,287 4.35 ​ Taxable securities: ​ ​ ​ ​ ​ ​ ​ Mortgage-backed securities ​ 765,700 ​ 37,485 4.90 ​ 442,228 ​ 11,505 2.60 ​ 573,314 ​ 9,414 1.64 ​ Other securities ​ 655,428 ​ 40,230 6.14 ​ 485,118 ​ 24,700 5.09 ​ 324,112 ​ 9,771 3.01 ​ Total taxable securities ​ 1,421,128 ​ 77,715 5.47 ​ 927,346 ​ 36,205 3.90 ​ 897,426 ​ 19,185 2.14 ​ Tax-exempt securities: (3) ​ ​ ​ ​ ​ ​ ​ Other securities ​ 65,245 ​ 1,887 2.89 ​ 66,533 ​ 1,923 2.89 ​ 64,822 ​ 2,197 3.39 ​ Total tax-exempt securities ​ 65,245 ​ 1,887 2.89 ​ 66,533 ​ 1,923 2.89 ​ 64,822 ​ 2,197 3.39 ​ Interest-earning deposits and federal funds sold ​ 218,829 ​ 10,578 4.83 ​ 184,565 ​ 8,405 4.55 ​ 131,816 ​ 2,418 1.83 ​ Total interest-earning assets ​ 8,472,793 ​ 465,758 5.50 ​ 8,023,793 ​ 401,881 5.01 ​ 7,835,654 ​ 317,087 4.05 ​ Other assets ​ 481,698 ​ ​ ​ ​ 477,771 ​ ​ ​ ​ 471,483 ​ ​ ​ ​ Total assets ​ $ 8,954,491 ​ ​ ​ ​ ​ ​ $ 8,501,564 ​ ​ ​ ​ ​ ​ $ 8,307,137 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Savings accounts ​ $ 102,843 ​ 472 ​ 0.46 ​ $ 121,102 ​ 520 ​ 0.43 ​ $ 153,605 ​ 211 ​ 0.14 ​ NOW accounts ​ 1,965,774 ​ 75,683 ​ 3.85 ​ 1,937,974 ​ 64,191 ​ 3.31 ​ 1,976,238 ​ 15,353 ​ 0.78 ​ Money market accounts ​ 1,699,869 ​ 67,992 ​ 4.00 ​ 1,754,059 ​ 58,898 ​ 3.36 ​ 2,191,768 ​ 19,039 ​ 0.87 ​ Certificates of deposit accounts ​ 2,604,817 ​ 100,235 ​ 3.85 ​ 2,091,677 ​ 64,844 ​ 3.10 ​ 1,031,024 ​ 12,547 ​ 1.22 ​ Total due to depositors ​ 6,373,303 ​ 244,382 ​ 3.83 ​ 5,904,812 ​ 188,453 ​ 3.19 ​ 5,352,635 ​ 47,150 ​ 0.88 ​ Mortgagors' escrow accounts ​ 82,095 ​ 254 ​ 0.31 ​ 81,015 ​ 202 ​ 0.25 ​ 80,021 ​ 135 ​ 0.17 ​ Total interest-bearing deposits ​ 6,455,398 ​ 244,636 ​ 3.79 ​ 5,985,827 ​ 188,655 ​ 3.15 ​ 5,432,656 ​ 47,285 ​ 0.87 ​ Borrowings ​ 795,348 ​ 38,715 ​ 4.87 ​ 776,050 ​ 33,670 ​ 4.34 ​ 1,012,149 ​ 25,725 ​ 2.54 ​ Total interest-bearing liabilities ​ 7,250,746 ​ 283,351 ​ 3.91 ​ 6,761,877 ​ 222,325 ​ 3.29 ​ 6,444,805 ​ 73,010 ​ 1.13 ​ Non interest-bearing demand deposits ​ 843,151 ​ ​ ​ ​ ​ 867,667 ​ ​ ​ ​ ​ 1,019,090 ​ ​ ​ ​ ​ Other liabilities ​ 189,808 ​ ​ ​ ​ ​ 196,869 ​ ​ ​ ​ ​ 170,500 ​ ​ ​ ​ ​ Total liabilities ​ 8,283,705 ​ ​ ​ ​ ​ 7,826,413 ​ ​ ​ ​ ​ 7,634,395 ​ ​ ​ Equity ​ 670,786 ​ ​ ​ ​ ​ 675,151 ​ ​ ​ ​ ​ 672,742 ​ ​ ​ Total liabilities and equity ​ $ 8,954,491 ​ ​ ​ ​ ​ ​ $ 8,501,564 ​ ​ ​ ​ ​ ​ $ 8,307,137 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest income / net interest rate spread (4) ​ ​ ​ ​ $ 182,407 ​ 1.59 % ​ ​ ​ $ 179,556 ​ 1.72 % ​ ​ ​ $ 244,077 ​ 2.92 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest-earning assets / net interest margin (5) ​ $ 1,222,047 ​ ​ ​ 2.15 % $ 1,261,916 ​ ​ ​ 2.24 % $ 1,390,849 ​ ​ ​ 3.11 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ratio of interest-earning assets to interest-bearing liabilities ​ ​ ​ ​ ​ 1.17 X ​ ​ ​ ​ 1.19 X ​ ​ ​ 1.22 X (1) Average balances include non-accrual loans.
Biggest changeThe yields include amortization of fees that are considered adjustments to yields. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ Average ​ ​ ​ ​ Yield/ ​ Average ​ ​ ​ ​ Yield/ ​ Average ​ ​ ​ ​ Yield/ ​ ​ ​ ​ ​ Balance ​ ​ ​ Interest ​ ​ ​ Cost ​ ​ ​ Balance ​ ​ ​ Interest ​ ​ ​ Cost ​ ​ ​ Balance ​ ​ ​ Interest ​ ​ ​ Cost ​ ​ (Dollars in thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans held for sale ​ $ 21,962 ​ $ 911 4.15 % $ 192 ​ $ 7 3.65 % $ — ​ $ — — % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage loans, net ​ $ 5,227,869 ​ $ 294,961 5.64 % $ 5,346,975 ​ $ 291,437 5.45 % ​ 5,328,067 ​ ​ 267,178 5.01 ​ Other loans, net ​ 1,406,092 ​ 81,559 5.80 ​ 1,420,424 ​ 84,134 5.92 ​ 1,517,282 ​ 88,170 5.81 ​ Total loans, net (1) (2) ​ 6,633,961 ​ 376,520 5.68 ​ 6,767,399 ​ 375,571 5.55 ​ 6,845,349 ​ 355,348 5.19 ​ Taxable securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage-backed securities ​ 868,289 ​ 47,607 5.48 ​ 765,700 ​ 37,485 4.90 ​ 442,228 ​ 11,505 2.60 ​ Other securities ​ 570,044 ​ 31,915 5.60 ​ 655,428 ​ 40,230 6.14 ​ 485,118 ​ 24,700 5.09 ​ Total taxable securities ​ 1,438,333 ​ 79,522 5.53 ​ 1,421,128 ​ 77,715 5.47 ​ 927,346 ​ 36,205 3.90 ​ Tax-exempt securities: (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other securities ​ 43,325 ​ 1,829 4.22 ​ 65,245 ​ 1,887 2.89 ​ 66,533 ​ 1,923 2.89 ​ Total tax-exempt securities ​ 43,325 ​ 1,829 4.22 ​ 65,245 ​ 1,887 2.89 ​ 66,533 ​ 1,923 2.89 ​ Interest-earning deposits and federal funds sold ​ 203,221 ​ 7,831 3.85 ​ 218,829 ​ 10,578 4.83 ​ 184,565 ​ 8,405 4.55 ​ Total interest-earning assets ​ 8,340,802 ​ 466,613 5.59 ​ 8,472,793 ​ 465,758 5.50 ​ 8,023,793 ​ 401,881 5.01 ​ Other assets ​ 528,936 ​ ​ ​ ​ 481,698 ​ ​ ​ ​ 477,771 ​ ​ ​ ​ Total assets ​ $ 8,869,738 ​ ​ ​ ​ ​ ​ $ 8,954,491 ​ ​ ​ ​ ​ ​ $ 8,501,564 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Savings accounts ​ $ 94,482 ​ 395 ​ 0.42 ​ $ 102,843 ​ 472 ​ 0.46 ​ $ 121,102 ​ 520 ​ 0.43 ​ NOW accounts ​ 2,245,412 ​ 77,235 ​ 3.44 ​ 1,965,774 ​ 75,683 ​ 3.85 ​ 1,937,974 ​ 64,191 ​ 3.31 ​ Money market accounts ​ 1,710,557 ​ 61,804 ​ 3.61 ​ 1,699,869 ​ 67,992 ​ 4.00 ​ 1,754,059 ​ 58,898 ​ 3.36 ​ Certificates of deposit accounts ​ 2,461,895 ​ 88,823 ​ 3.61 ​ 2,604,817 ​ 100,235 ​ 3.85 ​ 2,091,677 ​ 64,844 ​ 3.10 ​ Total due to depositors ​ 6,512,346 ​ 228,257 ​ 3.50 ​ 6,373,303 ​ 244,382 ​ 3.83 ​ 5,904,812 ​ 188,453 ​ 3.19 ​ Mortgagors' escrow accounts ​ 90,468 ​ 270 ​ 0.30 ​ 82,095 ​ 254 ​ 0.31 ​ 81,015 ​ 202 ​ 0.25 ​ Total interest-bearing deposits ​ 6,602,814 ​ 228,527 ​ 3.46 ​ 6,455,398 ​ 244,636 ​ 3.79 ​ 5,985,827 ​ 188,655 ​ 3.15 ​ Borrowings ​ 479,552 ​ 22,170 ​ 4.62 ​ 795,348 ​ 38,715 ​ 4.87 ​ 776,050 ​ 33,670 ​ 4.34 ​ Total interest-bearing liabilities ​ 7,082,366 ​ 250,697 ​ 3.54 ​ 7,250,746 ​ 283,351 ​ 3.91 ​ 6,761,877 ​ 222,325 ​ 3.29 ​ Non interest-bearing demand deposits ​ 899,143 ​ ​ ​ ​ ​ 843,151 ​ ​ ​ ​ ​ 867,667 ​ ​ ​ ​ ​ Other liabilities ​ 170,090 ​ ​ ​ ​ ​ 189,808 ​ ​ ​ ​ ​ 196,869 ​ ​ ​ ​ ​ Total liabilities ​ 8,151,599 ​ ​ ​ ​ ​ 8,283,705 ​ ​ ​ ​ ​ 7,826,413 ​ ​ ​ ​ Equity ​ 718,139 ​ ​ ​ ​ ​ 670,786 ​ ​ ​ ​ ​ 675,151 ​ ​ ​ ​ Total liabilities and equity ​ $ 8,869,738 ​ ​ ​ ​ ​ ​ $ 8,954,491 ​ ​ ​ ​ ​ ​ $ 8,501,564 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest income / net interest rate spread (4) ​ ​ ​ ​ $ 215,916 ​ 2.05 % ​ ​ ​ $ 182,407 ​ 1.59 % ​ ​ ​ $ 179,556 ​ 1.72 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest-earning assets / net interest margin (5) ​ $ 1,258,436 ​ ​ ​ 2.59 % $ 1,222,047 ​ ​ ​ 2.15 % $ 1,261,916 ​ ​ ​ 2.24 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ratio of interest-earning assets to interest-bearing liabilities ​ ​ ​ 1.18 X ​ ​ ​ ​ 1.17 X ​ ​ ​ 1.19 X (1) Average balances include non-accrual loans.
Such classifications are used by the FDIC and other bank regulatory agencies to determine matters ranging from each institution’s quarterly FDIC deposit insurance premium assessments, to approvals of applications authorizing institutions to grow their asset size or otherwise expand business activities. At December 31, 2024 and 2023, the Bank and the Company exceeded each of their four regulatory capital requirements.
Such classifications are used by the FDIC and other bank regulatory agencies to determine matters ranging from each institution’s quarterly FDIC deposit insurance premium assessments, to approvals of applications authorizing institutions to grow their asset size or otherwise expand business activities. At December 31, 2025 and 2024, the Bank and the Company exceeded each of their four regulatory capital requirements.
The base interest rate scenario assumes interest rates at December 31, 2024 and 2023. Prepayment penalty income is excluded from this analysis. Actual results could differ significantly from these estimates. At December 31, 2024, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.
The base interest rate scenario assumes interest rates at December 31, 2025 and 2024. Prepayment penalty income is excluded from this analysis. Actual results could differ significantly from these estimates. At December 31, 2025, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.
(5) Net interest margin represents net interest income before the provision for credit losses divided by average interest-earning assets. 63 Table of Contents Rate/Volume Analysis The following table presents the impact of changes in interest rates and in the volume of interest-earning assets and interest-bearing liabilities on the Company’s interest income and interest expense during the periods indicated.
(5) Net interest margin represents net interest income before the provision for credit losses divided by average interest-earning assets. 65 Table of Contents Rate/Volume Analysis The following table presents the impact of changes in interest rates and in the volume of interest-earning assets and interest-bearing liabilities on the Company’s interest income and interest expense during the periods indicated.
The Bank is not permitted to declare or pay a dividend or to repurchase any of its capital stock if the effect would be to cause the Bank’s regulatory capital to be reduced 67 Table of Contents below the amount required for the liquidation account but approval of the NYDFS Superintendent (the “Superintendent”) is required if the total of all dividends declared by the Bank in a calendar year would exceed the total of its net profits for that year combined with its retained net profits for the preceding two years less prior dividends paid.
The Bank is not permitted to declare or pay a dividend or to repurchase any of its capital stock if the effect would be to cause the Bank’s regulatory capital to be reduced below the amount required for the liquidation account but approval of the NYDFS Superintendent (the “Superintendent”) is required if the total of all dividends declared by the Bank in a calendar year would exceed the total of its net profits for that year combined with its retained net profits for the preceding two years less prior dividends paid.
Our operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. Our results of operations can also be significantly affected by our periodic provision for credit losses and specific provision for losses on real estate owned. Management Strategy.
Our operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. Our results of operations can also be significantly affected by our periodic provision for credit losses and specific provision for losses on real estate owned.
(3) Interest and yields are calculated on the tax equivalent basis using statutory federal income tax rate of 21% for the years ended December 31, 2024, 2023, and 2022. (4) Interest rate spread represents the difference between the average rate on interest-earning assets and the average cost of interest-bearing liabilities.
(3) Interest and yields are calculated on the tax equivalent basis using statutory federal income tax rate of 21% for the years ended December 31, 2025, 2024, and 2023. (4) Interest rate spread represents the difference between the average rate on interest-earning assets and the average cost of interest-bearing liabilities.
In calculating the ACL, the Company specifies both the reasonable and supportable forecast and reversion periods in three economic conditions (expansion, transition, contraction). When calculating the ACL estimate for December 31, 2024 and 2023, the reasonable and supportable forecast was for a period of two quarters and the reversion period was four quarters.
In calculating the ACL, the Company specifies both the reasonable and supportable forecast and reversion periods in three economic conditions (expansion, transition, contraction). When calculating the ACL estimate for December 31, 2025 and 2024, the reasonable and supportable forecast was for a period of two quarters and the reversion period was four quarters.
The significant unobservable inputs used in the fair value measurement of the Company’s trust preferred securities and junior subordinated debentures valued under Level 3 at December 31, 2024 and 2023, are the effective yields used in the cash flow models.
The significant unobservable inputs used in the fair value measurement of the Company’s trust preferred securities and junior subordinated debentures valued under Level 3 at December 31, 2025 and 2024, are the effective yields used in the cash flow models.
The factors are both quantitative and qualitative in nature including, but not limited to, historical losses, economic conditions, trends in delinquencies, value and adequacy of underlying collateral, volume and portfolio mix, and internal loan processes Judgment is required to determine how many years of historical loss experience are to be included when reviewing historical loss experience.
The factors are both quantitative and qualitative in nature including, but not limited to, historical 70 Table of Contents losses, economic conditions, trends in delinquencies, value and adequacy of underlying collateral, volume and portfolio mix, and internal loan processes Judgment is required to determine how many years of historical loss experience are to be included when reviewing historical loss experience.
Discussion and analysis of our 2023 fiscal year specifically, as well as the year-over-year comparison of our 2023 financial performance to 2022, are located under Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 15, 2024, which is available on our investor relations website at FlushingBank.com and the SEC’s website at sec.gov.
Discussion and analysis of our 2024 fiscal year specifically, as well as the year-over-year comparison of our 2024 financial performance to 2023, are located under Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 13, 2025, which is available on our investor relations website at FlushingBank.com and the SEC’s website at sec.gov.
Significant increases or decreases in the effective yield in isolation would result in a significantly lower or higher fair value measurement. See Notes 2 69 Table of Contents (“Summary of Significant Accounting Policies”), 6 (“Securities”) and 19 (“Fair Value of Financial Instruments”) of Notes to the Consolidated Financial Statements. Goodwill Impairment.
Significant increases or decreases in the effective yield in isolation would result in a significantly lower or higher fair value measurement. See Notes 2 (“Summary of Significant Accounting Policies”), 6 (“Securities”) and 19 (“Fair Value of Financial Instruments”) of Notes to the Consolidated Financial Statements. Goodwill Impairment.
Prepayment penalty income is excluded from this analysis. Based on these assumptions, net interest income would be reduced by 5.4% from a 200 basis point increase in rates over the next twelve months and increase by 0.5% from a 200 basis point decrease in rates over the same period.
Prepayment penalty income is excluded from this analysis. Based on these assumptions, net interest income would be reduced by 5.4% from a 200 basis point increase in rates over the next twelve months and increase by 1.3% from a 200 basis point decrease in rates over the same period.
At December 31, 2023, the Bank had 28 branches, which were all leased. In addition, we lease our executive offices. We currently outsource our data processing, loan servicing and check processing functions. We believe that this is the most cost effective method for obtaining these services. These arrangements are usually volume dependent and have varying terms.
At December 31, 2025, the Bank had 30 branches, which were all leased. In addition, we lease our executive offices. We currently outsource our data processing, loan servicing and check processing functions. We believe that this is the most cost effective method for obtaining these services. These arrangements are usually volume dependent and have varying terms.
These plans generally require the deferred balance to be credited with earnings at a rate earned by certain mutual funds. At December 31, 2024, we had deferred compensation plan obligations of $25.2 million. This expense is provided in the Consolidated Statements of Operations, and the liability has been provided in the Consolidated Statements of Financial Condition. Regulatory Capital Position.
These plans generally require the deferred balance to be credited with earnings at a rate earned by certain mutual funds. At December 31, 2025, we had deferred compensation plan obligations of $25.3 million. This expense is provided in the Consolidated Statements of Operations, and the liability has been provided in the Consolidated Statements of Financial Condition. Regulatory Capital Position.
The change in the discount rate is the only significant change made to the assumptions used for these plans for each of the three years ended December 31, 2024.
The change in the discount rate is the only significant change made to the assumptions used for these plans for each of the three years ended December 31, 2025.
The following table presents the Company’s interest rate shock as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected Percentage Change in Net Interest Income ​ Change in Interest Rate ​ 2024 ​ 2023 -200 Basis points ​ 0.5 % ​ (0.4) % -100 Basis points ​ 0.1 ​ ​ (0.1) ​ Base interest rate ​ - ​ ​ - ​ +100 Basis points ​ (4.8) ​ ​ (2.6) ​ +200 Basis points ​ (10.4) ​ ​ (5.4) ​ ​ Another net interest income simulation assumes that changes in interest rates change gradually in equal increments over the twelve-month period.
The following table presents the Company’s interest rate shock as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected Percentage Change in Net Interest Income ​ Change in Interest Rate ​ 2025 ​ 2024 -200 Basis points ​ 2.1 % ​ 0.5 % -100 Basis points ​ 0.5 ​ ​ 0.1 ​ Base interest rate ​ - ​ ​ - ​ +100 Basis points ​ (4.7) ​ ​ (4.8) ​ +200 Basis points ​ (9.5) ​ ​ (10.4) ​ ​ Another net interest income simulation assumes that changes in interest rates change gradually in equal increments over the twelve-month period.
Overview Our principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and purchases of multi-family residential properties, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units); (2) construction loans; (3) equipment financing loans; (4) Small Business Administration (“SBA”) loans; (5) mortgage loan surrogates such as mortgage-backed securities; and (6) U.S. government securities, corporate fixed-income securities and other marketable securities.
See “Risk Factors – Risks Relating to the Consummation of the Mergers and OceanFirst following the Mergers. ​ Overview Our principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and purchases of multi-family residential properties, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units); (2) construction loans; (3) equipment financing loans; (4) Small Business Administration (“SBA”) loans; (5) mortgage loan surrogates such as mortgage-backed securities; and (6) U.S. government securities, corporate fixed-income securities and other marketable securities.
Included in net interest income was prepayment penalty income and net recoveries/(reversals) loans and securities totaling $3.5 million and $2.3 million for the years ended December 31, 2024 and 2023, respectively, net gains (losses) from fair value adjustments on hedges and swap termination fees totaling $3.5 million and $3.3 million for the years ended December 31, 2024 and 2023, respectively, and purchase accounting income of $0.8 million and $1.5 million for the years ended December 31, 2024 and 2023, respectively.
Included in net interest income was prepayment penalty income and net recoveries/(reversals) loans and securities totaling $4.1 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively, net gains (losses) from fair value adjustments on hedges and swap termination fees totaling $0.3 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively, and purchase accounting income of $0.9 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively.
During the years ended December 31, 2024, 2023, and 2022, the actual (loss) return on the employee pension plan assets was approximately (105%), 15%, and (658%), respectively, of the assumed return used to determine the periodic pension expense for that respective year.
During the years ended December 31, 2025, 2024, and 2023, the actual (loss) return on the employee pension plan assets was approximately 7%, (105%), and 15%, respectively, of the assumed return used to determine the periodic pension expense for that respective year.
(2) Loan interest income includes net loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $1.0 million, $0.8 million, and $7.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.
(2) Loan interest income includes net loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $3.1 million, $1.0 million, and $0.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The contracts for these services usually include annual increases based on the increase in the consumer price index. At December 31, 2024, we had operating lease and purchasing obligations totaling $68.2 million. We currently provide a non-qualified deferred compensation plan for officers who have achieved the designated level and completed one year of service.
The contracts for these services usually include annual increases based on the increase in the consumer price index. At December 31, 2025, we had operating lease and purchasing obligations totaling $74.0 million. We currently provide a non-qualified deferred compensation plan for officers who have achieved the designated level and completed one year of service.
Actual results could differ significantly from these estimates. ​ At December 31, 2024 and 2023, the Company had a derivative portfolio with a notional value totaling $2.5 billion. This portfolio is designed to provide protection against rising interest rates. See Note 20 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
Actual results could differ significantly from these estimates. ​ At December 31, 2025 and 2024, the Company had a derivative portfolio with a notional value totaling $2.8 billion and $2.6 billion, respectively. This portfolio is designed to provide protection against rising interest rates. See Note 20 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
The balance of the liquidation account at December 31, 2024 was $0.3 million. In the unlikely event of a complete liquidation of the Bank, each eligible account holder will be entitled to receive a distribution from the liquidation account.
The balance of the liquidation account at December 31, 2025 was $0.2 million. In the unlikely event of a complete liquidation of the Bank, each eligible account holder will be entitled to receive a distribution from the liquidation account.
The market value of the assets of our employee pension plan is $17.9 million at December 31, 2024, which is $2.1 million more than the projected benefit obligation. We do not anticipate a change in the market value of these assets which would have a significant effect on liquidity, capital resources, or results of operations.
The market value of the assets of our employee pension plan is $18.0 million at December 31, 2025, which is $2.0 million more than the projected benefit obligation. We do not anticipate a change in the market value of these assets which would have a significant effect on liquidity, capital resources, or results of operations.
During the year ended December 31, 2024, the Bank recorded net charge-offs totaling $7.7 million compared to $10.8 million recorded in the comparable prior year period. The average loan-to-value ratio for our non-performing assets collateralized by real estate was 57.2% at December 31, 2024. The Bank continues to maintain conservative underwriting standards. Non-Interest (Loss) Income.
During the year ended December 31, 2025, the Bank recorded net charge-offs totaling $9.8 million compared to $7.7 million recorded in the comparable prior year period. The average loan-to-value ratio for our non-performing assets collateralized by real estate was 61.5% at December 31, 2025. The Bank continues to maintain conservative underwriting standards. Non-Interest (Loss) Income.
At December 31, 2024, the Company had $3.6 billion in combined available liquidity through cash lines with the FHLB-NY, Federal Reserve, and other commercial banks as well as unencumbered securities compared to $4.1 billion at December 31, 2023.
At December 31, 2025, the Company had $3.9 billion in combined available liquidity through cash lines with the FHLB-NY, Federal Reserve Bank, and other commercial banks as well as unencumbered securities compared to $3.6 billion at December 31, 2024.
Loan origination yields vary by product and the weighted average yield (based on period end loan balances) was 6.99% at December 31, 2024 compared to 7.27% at December 31, 2023.
Loan origination yields vary by product and the weighted average yield (based on period end loan balances) was 6.29% at December 31, 2025 compared to 6.99% at December 31, 2024.
At December 31, 2024, our employee pension plan had an unrecognized loss of $4.4 million. The medical and life insurance plan and non-employee director plan had unrecognized gains of $2.1 million and $1.1 million, respectively.
At December 31, 2025, our employee pension plan had an unrecognized loss of $4.8 million. The medical and life insurance plan and non-employee director plan had unrecognized gains of $2.3 million and $1.0 million, respectively.
See Note 14 (“Regulatory Capital”) of Notes to the Consolidated Financial Statements. Critical Accounting Estimates The preparation of our consolidated financial statement in accordance with generally accepted accounting principles in the United States requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.
See Note 14 (“Regulatory Capital”) of Notes to the Consolidated Financial Statements. Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with generally accepted accounting principles generally accepted in the United States requires the use of estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures.
Excluding prepayment penalty income from loans and securities, net recoveries/(reversals) of interest from non-accrual loans, net gains from fair value adjustments on hedges, swap termination fees and purchase accounting adjustments, the yield on total loans, net, increased 40 basis points to 5.48% for the year ended December 31, 2024 from 5.08% for the year ended December 31, 2023.
Excluding prepayment penalty income from loans 66 Table of Contents and securities, net recoveries/(reversals) of interest from non-accrual loans, net gains from fair value adjustments on hedges, swap termination fees and purchase accounting adjustments, the yield on total loans, net, increased 11 basis points to 5.59% for the year ended December 31, 2025 from 5.48% for the year ended December 31, 2024.
In an upward shock, weighted average deposit betas (based on period end balances) were 70% at December 31, 2024 and 2023. In a downward shock, weighted average deposit betas (based on period end balances) were 61% at December 31, 2024 compared to 62% at December 31, 2023.
In an upward shock, weighted average deposit betas (based on period end balances) were 69% at December 31, 2025 compared to 70% at December 31,2024. In a downward shock, weighted average deposit betas (based on period end balances) were 60% at December 31, 2025 compared to 61% at December 31, 2024.
Goodwill is presumed to have an indefinite life and is tested for impairment, rather than amortized, on at least an annual basis. For the purpose of goodwill impairment testing, management has concluded that Company has one reporting unit. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment of goodwill.
Goodwill is presumed to have an indefinite life and is tested for impairment, rather than amortized, on at least an annual basis. For the purpose of goodwill impairment testing, management has concluded that Company has one reporting unit.
A portion of this portfolio is comprised of cash flow hedges on certain short-term advances and brokered deposits totaling $950.8 million at December 31, 2024. At December 31, 2024, $875.8 million of the cash flow hedges are effective swaps at a weighted average rate of 2.46% compared to $775.8 million at 2.39% at December 31, 2023.
A portion of this portfolio is comprised of cash flow hedges on certain short-term advances and brokered deposits totaling $1.0 billion at December 31, 2025. At December 31, 2025, $725.8 million of the cash flow hedges are effective swaps at a weighted average rate of 3.07% compared to $875.8 million at 2.46% at December 31, 2024.
The effective tax rate was 35.1% for the year ended December 31, 2024 compared to 28.0% in the prior year. 65 Table of Contents Liquidity, Regulatory Capital and Capital Resources Liquidity and Capital Resources . Liquidity is the ability to economically meet current and future financial obligations.
The effective tax rate was 45.3% for the year ended December 31, 2025 compared to 35.1% in the prior year. Liquidity, Regulatory Capital and Capital Resources Liquidity and Capital Resources . Liquidity is the ability to economically meet current and future financial obligations.
The Company also recognizes deferred tax assets and liabilities for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Management also relies on tax opinions, recent audits, and historical experience. The Company also recognizes deferred tax assets and liabilities for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
The increase in interest income was primarily due to an increase of 49 basis points in the yield of interest-earning assets to 5.50% for the year ended December 31, 2024 from 5.01% for the year ended December 31, 2023, coupled with an increase of $449.0 million in the average balance of interest-earning assets to $8,472.8 million for the year ended December 31, 2024 from $8,023.8 million for the year ended December 31, 2023.
The increase in interest income was primarily due to an increase of nine basis points in the yield of interest-earning assets to 5.59% for the year ended December 31, 2025 from 5.50% for the year ended December 31, 2024, coupled with a decrease of $132.0 million in the average balance of interest-earning assets to $8,340.8 million for the year ended December 31, 2025 from $8,472.8 million for the year ended December 31, 2024.
Approximately 86% of our certificates of deposit accounts and borrowings will reprice or mature during the next year. Interest Rate Risk Interest rate risk is the impact on earnings and capital from changes in interest rates. Interest rate risk exists because our interest-earning assets and interest-bearing liabilities may mature or reprice at different times or by different amounts.
Interest Rate Risk Interest rate risk is the impact on earnings and capital from changes in interest rates. Interest rate risk exists because our interest-earning assets and interest-bearing liabilities may mature or reprice at different times or by different amounts.
Our total interest expense and non-interest expense in 2024 were $283.4 million and $163.3 million, respectively. We maintain three postretirement defined benefit plans for our employees: a noncontributory defined benefit pension plan which was frozen as of September 30, 2006, a contributory medical plan, and a noncontributory life insurance plan.
Our total interest expense and non-interest expense in 2025 were $250.7 million and $191.6 million, respectively. 68 Table of Contents We maintain three postretirement defined benefit plans for our employees: a noncontributory defined benefit pension plan which was frozen as of September 30, 2006, a contributory medical plan, and a noncontributory life insurance plan.
The following tables present the Company’s available liquidity by source at the periods indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2024 ​ ​ Total ​ Amount ​ Net ​ Available Used Availability ​ ​ (In millions) Internal Sources: ​ ​ ​ Unencumbered Securities ​ $ 954.3 ​ $ — ​ $ 954.3 Interest Earnings Deposits ​ 57.4 ​ — ​ 57.4 External Sources: ​ ​ ​ ​ ​ ​ Federal Home Loan Bank ​ 2,730.3 ​ 2,034.7 ​ 695.6 Federal Reserve Bank ​ 1,528.9 ​ — ​ 1,528.9 Other Banks ​ 379.0 ​ 50.0 ​ 329.0 Total Liquidity ​ $ 5,649.9 ​ $ 2,084.7 ​ $ 3,565.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2023 ​ ​ Total ​ Amount ​ Net ​ Available Used Availability ​ ​ (In millions) Internal Sources: ​ ​ ​ Unencumbered Securities ​ $ 508.3 ​ $ — ​ $ 508.3 Interest Earnings Deposits ​ 71.2 ​ — ​ 71.2 External Sources: ​ ​ ​ ​ ​ ​ Federal Home Loan Bank ​ 3,808.6 ​ 1,599.5 ​ 2,209.1 Federal Reserve Bank ​ 298.0 ​ 100.0 ​ 198.0 Other Banks ​ 1,128.0 ​ 25.0 ​ 1,103.0 Total Liquidity ​ $ 5,814.1 ​ $ 1,724.5 ​ $ 4,089.6 ​ Liquidity management is both a short and long-term function of management.
The following tables present the Company’s available liquidity by source at the periods indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2025 ​ ​ Total ​ Amount ​ Net ​ ​ ​ ​ Available ​ ​ ​ Used ​ ​ ​ Availability ​ ​ (In millions) Internal Sources: ​ ​ ​ ​ ​ ​ Unencumbered Securities ​ $ 957.1 ​ $ — ​ $ 957.1 Interest Earnings Deposits ​ 45.7 ​ — ​ 45.7 External Sources: ​ ​ ​ ​ ​ ​ Federal Home Loan Bank ​ 2,661.6 ​ 1,727.3 ​ 934.3 Federal Reserve Bank ​ 1,383.6 ​ — ​ 1,383.6 Other Banks ​ 627.0 ​ 60.0 ​ 567.0 Total Liquidity ​ $ 5,675.0 ​ $ 1,787.3 ​ $ 3,887.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2024 ​ ​ Total ​ Amount ​ Net ​ ​ ​ ​ Available ​ ​ ​ Used ​ ​ ​ Availability ​ ​ (In millions) Internal Sources: ​ ​ ​ ​ ​ ​ Unencumbered Securities ​ $ 954.3 ​ $ — ​ $ 954.3 Interest Earnings Deposits ​ 57.4 ​ — ​ 57.4 External Sources: ​ ​ ​ ​ ​ ​ Federal Home Loan Bank ​ 2,730.3 ​ 2,034.7 ​ 695.6 Federal Reserve Bank ​ 1,528.9 ​ — ​ 1,528.9 Other Banks ​ 379.0 ​ 50.0 ​ 329.0 Total Liquidity ​ $ 5,649.9 ​ $ 2,084.7 ​ $ 3,565.2 ​ Liquidity management is both a short and long-term function of management.
Excluding all of these items, the net interest margin for the year ended December 31, 2024 was 2.06%, a decrease of nine basis points, from 2.15% for the year ended December 31, 2023. Provision for Credit Losses .
Excluding all of these items, the net interest margin for the year ended December 31, 2025 was 2.53%, an increase of 47 basis points, from 2.06% for the year ended December 31, 2024. Provision for Credit Losses .
Since generally all of the loan commitments are expected to be drawn upon, the total loan commitments approximate future cash requirements, whereas the amounts of lines of credit may not be indicative of our future cash requirements.
At December 31, 2025, we had commitments to extend credit totaling $435.2 million. Since generally all of the loan commitments are expected to be drawn upon, the total loan commitments approximate future cash requirements, whereas the amounts of lines of credit may not be indicative of our future cash requirements.
At December 31, 2024, the Company was within the guidelines set forth by the Board of Directors for each interest rate level. 61 Table of Contents The following table presents the Company’s interest rate shock as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected Percentage Change In ​ ​ ​ ​ ​ ​ ​ Net Portfolio Value (NPV) ​ Net Portfolio Value Ratio ​ ​ December 31, ​ ​ December 31, ​ ​ December 31, ​ ​ December 31, ​ Change in Interest Rate ​ 2024 ​ ​ 2023 ​ ​ 2024 ​ ​ 2023 ​ -200 Basis points ​ 2.9 % ​ (1.8) % ​ 9.0 % ​ 7.4 % -100 Basis points ​ 1.2 ​ ​ (0.9) ​ ​ 9.0 ​ ​ 7.6 ​ Base interest rate ​ - ​ ​ - ​ ​ 9.0 ​ 7.8 +100 Basis points ​ (5.0) ​ ​ (3.5) ​ ​ 8.7 ​ 7.7 +200 Basis points ​ (10.9) ​ ​ (6.7) ​ ​ 8.3 ​ 7.6 ​ Income Simulation Analysis.
The following table presents the Company’s interest rate shock as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected Percentage Change In ​ ​ ​ ​ ​ ​ ​ Net Portfolio Value (NPV) ​ Net Portfolio Value Ratio ​ ​ December 31, ​ ​ December 31, ​ ​ December 31, ​ ​ December 31, ​ Change in Interest Rate ​ 2025 ​ ​ 2024 ​ ​ 2025 ​ ​ 2024 ​ -200 Basis points ​ 7.6 % ​ 2.9 % ​ 9.7 % ​ 9.0 % -100 Basis points ​ 3.2 ​ ​ 1.2 ​ ​ 9.5 ​ ​ 9.0 ​ Base interest rate ​ - ​ ​ - ​ ​ 9.4 ​ 9.0 +100 Basis points ​ (5.7) ​ ​ (5.0) ​ ​ 9.0 ​ 8.7 +200 Basis points ​ (11.6) ​ ​ (10.9) ​ ​ 8.6 ​ 8.3 ​ 63 Table of Contents Income Simulation Analysis.
For more information on these critical accounting policies and other significant accounting policies, see the Note 2 (“Summary of Significant Accounting Policies – Use of Estimates”) in the Notes to the Consolidated Financial Statements. ​ The Company’s accounting policies are integral to understanding the results of operations and statement of financial condition.
Additional information about these critical accounting estimates and other significant accounting policies, including our use of estimates, is provided in Note 2 (“Summary of Significant Accounting Policies – Use of Estimates”) to the Consolidated Financial Statements. ​ The Company’s accounting policies are integral to understanding its results of operations and statement of financial condition and are described in the Notes to the Consolidated Financial Statements.
The increase in interest expense was primarily due to an increase of 62 basis points in the average cost of interest-bearing liabilities to 3.91% for the year ended December 31, 2024 from 3.29% for the year ended December 31, 2023, coupled with an increase of $488.9 million in the average balance of interest-bearing liabilities to $7,250.7 million for the twelve months ended December 31, 2024 from $6,761.9 million for the comparable prior year period.
The decrease in interest expense was primarily due to an increase of 37 basis points in the average cost of interest-bearing liabilities to 3.54% for the year ended December 31, 2025 from 3.91% for the year ended December 31, 2024, coupled with a decrease of $168.4 million in the average balance of interest-bearing liabilities to $7,082.4 million for the year ended December 31, 2025 from $7,250.7 million for the comparable prior year period.
Non-interest expense was $163.3 million for the year ended December 31, 2024, an increase of $9.3 million, or 6.1% from $151.4 million for the year ended December 31, 2023. The increase in non-interest expense was primarily due to increases in salaries and employee benefits related to increased staffing, FDIC insurance premiums and other operating expenses. Income Tax Provision (Benefit).
Non-interest expense was $191.6 million for the year ended December 31, 2025, an increase of $28.4 million, or 17.4% from $163.3 million for the year ended December 31, 2024. The increase in non-interest expense was primarily due to increases in impairment of Goodwill, professional services, and salaries and employee benefits related to increased staffing. Income Tax Provision (Benefit).
The ALCO policy and oversight is interconnected to the Company’s capital plan. The Board ALCO reviews simulations of various interest rate scenarios to assess the potential impact on the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Operations.
The ALCO policy and oversight is interconnected to the Company’s capital plan. The Board ALCO reviews simulations of various interest rate scenarios to assess the potential impact on the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Operations. The model employed by the Company uses a static balance sheet as of the date the modeling is being generated.
See Note 12 (“Pension and Other Postretirement Benefit Plan”) of Notes to the Consolidated Financial Statements. The amounts reported in our financial statements are obtained from reports prepared by independent actuaries and are based on significant assumptions. The most significant assumption is the discount rate used to determine the accumulated postretirement benefit obligation (“APBO”) for these plans.
The amounts reported in our financial statements are obtained from reports prepared by independent actuaries and are based on significant assumptions. The most significant assumption is the discount rate used to determine the accumulated postretirement benefit obligation (“APBO”) for these plans. The APBO is the present value of projected benefits that employees and retirees have earned to date.
The APBO is the present value of projected benefits that employees and retirees have earned to date. The discount rate is a single rate at which the liabilities of the plans are discounted into today’s dollars and could be effectively settled or eliminated.
The discount rate is a single rate at which the liabilities of the plans are discounted into today’s dollars and could be effectively settled or eliminated.
The market interest rates are obtained from the Federal Reserve WIRP curve and may be adjusted by the management level ALCO committee (“Management ALCO”); the change in deposit betas is based upon deposit studies completed by an independent third party; loan prepayment assumptions are based upon internal analysis; loan origination data is Company generated; and additions to assets and liabilities is derived from the budget or forecast or internally generated projected cash flows.
The change in deposit betas is based upon deposit studies completed by an independent third party; loan prepayment assumptions are 62 Table of Contents based upon internal analysis; loan origination data is Company generated; and additions to assets and liabilities is derived from the budget or forecast or internally generated projected cash flows.
The following table sets forth certain information relating to our Consolidated Statements of Financial Condition and Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022, and reflects the average yield on assets and average cost of liabilities for the periods indicated.
Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. ​ 64 Table of Contents The following table sets forth certain information relating to our Consolidated Statements of Financial Condition and Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023, and reflects the average yield on assets and average cost of liabilities for the periods indicated.
The base interest rate scenario assumes interest rates at December 31, 2024. Various estimates regarding prepayment assumptions are made at each level of rate shock.
The base interest rate scenario assumes interest rates at December 31, 2025. Various estimates regarding prepayment assumptions are made at each level of rate shock. At December 31, 2025, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.
The 49 basis point increase in the yield of interest-earning assets was primarily due to increases of 36 basis points, 152 basis points and 28 basis points in the yield of total loan, net, total securities and interest-earning deposits and federal funds sold, respectively.
The nine basis point increase in the yield of interest-earning assets was primarily due to increases of 13 basis points in both the yield of total loan net and of total securities.
Net Interest Income. Net interest income for the year ended December 31, 2024 totaled $182.0 million, an increase of $2.9 million, or 1.6% from $179.2 million for the year ended December 31, 2023.
Net Interest Income. Net interest income for the year ended December 31, 2025 totaled $215.5 million, an increase of $33.5 million, or 18.4% from $182.0 million for the year ended December 31, 2024.
Quoted market prices in active markets are the best evidence of fair value and are to be used as the basis for measurement, when available.
If the fair value of the reporting unit exceeds its carrying amount, there is no impairment of goodwill. 71 Table of Contents Quoted market prices in active markets are the best evidence of fair value and are to be used as the basis for measurement, when available.
Provision for credit losses was $9.6 million for the year ended December 31, 2024, compared to $10.5 million during the comparable prior year period. The provision recorded in 2024 was driven by increased reserves on several commercial business and real estate multi-family loans.
The provision recorded in 2024 was driven by increased reserves on several commercial business and real estate multi-family loans. During the year ended December 31, 2025, non-performing loans increased $8.3 million to $41.6 million from $33.3 million at December 31, 2024.
These policies are described in the Notes to the Consolidated Financial Statements. Several of these policies require management’s judgment to determine the value of the Company’s assets and liabilities. The Company has established detailed written policies and control procedures to ensure consistent application of these policies.
Several of these policies require management’s judgment to determine the value of the Company’s assets and liabilities. The Company has established detailed written policies, models and control procedures designed to support the consistent application of these significant inputs and assumptions and to monitor changes in them over time.
The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (Decrease) in Net Interest Income for the years ended December 31, ​ ​ 2024 vs. 2023 ​ 2023 vs. 2022 ​ ​ Due to ​ ​ ​ ​ Due to ​ ​ ​ ​ Volume Rate Net Volume Rate Net ​ ​ (Dollars in thousands) Interest-Earning Assets: ​ ​ ​ ​ ​ ​ Loans held for sale ​ $ — ​ $ 7 ​ $ 7 ​ $ — ​ $ — ​ $ — Mortgage loans, net ​ ​ 942 ​ ​ 23,317 ​ ​ 24,259 ​ ​ 3,309 ​ ​ 35,804 ​ ​ 39,113 Other loans, net ​ (5,687) ​ 1,651 ​ (4,036) ​ 1,283 ​ 21,665 ​ 22,948 Mortgage-backed securities ​ 11,759 ​ 14,221 ​ 25,980 ​ (2,505) ​ 4,596 ​ 2,091 Other securities ​ 9,782 ​ 5,748 ​ 15,530 ​ 6,243 ​ 8,686 ​ 14,929 Tax-Exempt securities ​ ​ (36) ​ ​ — ​ ​ (36) ​ ​ 57 ​ ​ (331) ​ ​ (274) Interest-earning deposits and federal funds sold ​ 1,632 ​ 541 ​ 2,173 ​ 1,270 ​ 4,717 ​ 5,987 Total interest-earning assets ​ 18,392 ​ 45,485 ​ 63,877 ​ 9,657 ​ 75,137 ​ 84,794 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-Bearing Liabilities: ​ ​ ​ ​ ​ ​ Deposits: ​ ​ ​ ​ ​ ​ Savings accounts ​ (82) ​ 34 ​ (48) ​ (54) ​ 363 ​ 309 NOW accounts ​ 929 ​ 10,563 ​ 11,492 ​ (303) ​ 49,141 ​ 48,838 Money market accounts ​ (1,864) ​ 10,958 ​ 9,094 ​ (4,519) ​ 44,378 ​ 39,859 Certificates of deposit accounts ​ 17,818 ​ 17,573 ​ 35,391 ​ 20,936 ​ 31,361 ​ 52,297 Mortgagors' escrow accounts ​ 3 ​ 49 ​ 52 ​ 2 ​ 65 ​ 67 Borrowings ​ 854 ​ 4,191 ​ 5,045 ​ (7,056) ​ 15,001 ​ 7,945 Total interest-bearing liabilities ​ 17,658 ​ 43,368 ​ 61,026 ​ 9,006 ​ 140,309 ​ 149,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in net interest income ​ $ 734 ​ $ 2,117 ​ $ 2,851 ​ $ 651 ​ $ (65,172) ​ $ (64,521) ​ Comparison of Operating Results for the Years Ended December 31, 2024 and 2023 General .
The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (Decrease) in Net Interest Income for the years ended December 31, ​ ​ 2025 vs. 2024 ​ 2024 vs. 2023 ​ ​ Due to ​ ​ ​ ​ Due to ​ ​ ​ ​ ​ ​ ​ Volume ​ ​ ​ Rate ​ ​ ​ Net ​ ​ ​ Volume ​ ​ ​ Rate ​ ​ ​ Net ​ ​ (Dollars in thousands) Interest-Earning Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans held for sale ​ $ 903 ​ $ 1 ​ $ 904 ​ $ — ​ $ 7 ​ $ 7 Mortgage loans, net ​ ​ (6,547) ​ ​ 10,071 ​ ​ 3,524 ​ ​ 942 ​ ​ 23,317 ​ ​ 24,259 Other loans, net ​ (855) ​ (1,720) ​ (2,575) ​ (5,687) ​ 1,651 ​ (4,036) Mortgage-backed securities ​ 5,374 ​ 4,748 ​ 10,122 ​ 11,759 ​ 14,221 ​ 25,980 Other securities ​ (4,964) ​ (3,351) ​ (8,315) ​ 9,782 ​ 5,748 ​ 15,530 Tax-Exempt securities ​ ​ (757) ​ ​ 699 ​ ​ (58) ​ ​ (36) ​ ​ — ​ ​ (36) Interest-earning deposits and federal funds sold ​ (714) ​ (2,033) ​ (2,747) ​ 1,632 ​ 541 ​ 2,173 Total interest-earning assets ​ (7,560) ​ 8,415 ​ 855 ​ 18,392 ​ 45,485 ​ 63,877 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-Bearing Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Savings accounts ​ (37) ​ (40) ​ (77) ​ (82) ​ 34 ​ (48) NOW accounts ​ 10,106 ​ (8,554) ​ 1,552 ​ 929 ​ 10,563 ​ 11,492 Money market accounts ​ 429 ​ (6,617) ​ (6,188) ​ (1,864) ​ 10,958 ​ 9,094 Certificates of deposit accounts ​ (5,342) ​ (6,070) ​ (11,412) ​ 17,818 ​ 17,573 ​ 35,391 Mortgagors' escrow accounts ​ 24 ​ (8) ​ 16 ​ 3 ​ 49 ​ 52 Borrowings ​ (14,651) ​ (1,894) ​ (16,545) ​ 854 ​ 4,191 ​ 5,045 Total interest-bearing liabilities ​ (9,471) ​ (23,183) ​ (32,654) ​ 17,658 ​ 43,368 ​ 61,026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in net interest income ​ $ 1,911 ​ $ 31,598 ​ $ 33,509 ​ $ 734 ​ $ 2,117 ​ $ 2,851 ​ Comparison of Operating Results for the Years Ended December 31, 2025 and 2024 General .
Return on average assets decreased to (0.35%) for the twelve months ended December 31, 2024 from 0.34% for the comparable prior year period. 64 Table of Contents Interest Income . Interest income increased $63.9 million, or 15.9%, to $465.4 million for the year ended December 31, 2024 from $401.5 million for the year ended December 31, 2023.
Return on average assets increased to 0.21% for the year ended December 31, 2025 from (0.35%) for the comparable prior year period. Interest Income . Interest income increased $0.8 million, or 0.2%, to $466.2 million for the year ended December 31, 2025 from $465.4 million for the year ended December 31, 2024.
At December 31, 2024, we had borrowings obligations of $916.1 million of which $543.8 million represents our current obligations within one year, including borrowing callable within one year. At December 31, 2024, we had deposit obligations of $7,178.9 million of which $7,051.4 million represents our current obligations within one year.
At December 31, 2025, we had borrowings obligations of $484.7 million of which $256.4 million 69 Table of Contents represents our current obligations within one year, including borrowing callable within one year. At December 31, 2025, we had deposit obligations of $7,311.7 million of which $7,199.2 million represents our current obligations within one year.
Actual results may differ materially from these estimates and changes in assumptions could have a significant effect on the consolidated financial statements. Our critical accounting policies that require us to make significant judgments or estimates are described below.
These estimates and assumptions are subject to uncertainty, and actual results may differ materially from those estimates. Changes in these assumptions, including changes in the significant inputs used in our models, could have a material effect on our consolidated financial statements from period to period.
A portion of our cash and cash equivalents is restricted cash held as collateral for interest rate swaps, totaled $43.2 million and $47.9 million, at December 31, 2024 and 2023, respectively.
A portion of our cash and cash equivalents is restricted cash held as collateral for interest rate swaps, totaled $16.6 million and $43.2 million, at December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, cash (including restricted cash) held in excess of FDIC deposit insurance limits at other commercial banks totaling $34.8 million, and $62.4 million, respectively.
The increase in net interest income was driven by an increase of $449.0 million in the average balance of interest-earning assets, partially offset by the net interest margin declining nine basis points to 2.15% for the year ended December 31, 2024 compared to the prior year period.
The increase in net interest income was driven by the net interest margin increasing 44 basis points to 2.59% for the year ended December 31, 2025 compared to the prior year period.
Non-interest (loss) income for the twelve months ended December 31, 2024 was ($57.4) million, a decrease of $80.0 million, or 354.3% from $22.6 million for the twelve months ended December 31, 2023. Non-interest income decreased primarily due to the sale of securities associated with the restructuring transaction. Non-Interest Expense .
Non-interest (loss) income for the year ended December 31, 2025 was $23.4 million, an increase of $80.8 million, or 140.7% from ($57.4) million for the year ended December 31, 2024. Non-interest income increased primarily due to the prior year sale of securities associated with the balance sheet restructuring. Non-Interest Expense .
Income tax expense for the year ended December 31, 2024 decreased $28.1 million, or 251.6% to a benefit of ($16.9) million, compared to $11.2 million for the year ended December 31, 2023. The decrease was primarily due to the decline in income before income taxes relating to the restructuring transaction.
Income tax expense for the year ended December 31, 2025 increased $32.6 million, or 192.4% to $15.6 million, compared to a benefit of ($16.9) million for the year ended December 31, 2024. The increase was primarily due to a tax benefit relating to the balance sheet restructuring during the year ended December 31, 2024.
Interest Expense . Interest expense increased $61.0 million, or 27.4% to $283.4 million for the year ended December 31, 2024 from $222.3 million for the year ended December 31, 2023.
Interest Expense . Interest expense decreased $32.7 million, or 11.5% to $250.7 million for the year ended December 31, 2025 from $283.4 million for the year ended December 31, 2024.
In estimating income taxes, management assesses the relative merits and risks of the tax treatment of transactions, taking into account statutory, judicial and regulatory guidance in the context of the Company’s tax position. Management also relies on tax opinions, recent audits, and historical experience.
Income Taxes. The Company estimates its income taxes payable based on the amounts it expects to owe to the various taxing authorizes (i.e., federal, state and local). In estimating income taxes, management assesses the relative merits and risks of the tax treatment of transactions, taking into account statutory, judicial and regulatory guidance in the context of the Company’s tax position.
During 2024, funds were provided by the Company’s operating and financing activities, which were used to fund our investing activities.
During 2025, funds were provided by the Company’s operating and financing activities, which were used to fund our investing activities. In 2025, the Company mainly used cash to invest in its business and pay down debt. Operating activities brought in $61.0 million of cash.
Additionally, $65.5 million in funds (net of expenses), were provided by the issuance of 4.3 million shares of common stock during 2024. Our most liquid assets are cash and cash equivalents, which include cash and due from banks, overnight interest-earning deposits and federal funds sold with original maturities of 90 days or less.
Our most liquid assets are cash and cash equivalents, which include cash and due from banks, overnight interest-earning deposits and federal funds sold with original maturities of 90 days or less. The level of these assets is dependent on our operating, financing, lending and investing activities during any given period.
The level of these assets is dependent on our operating, financing, lending and investing activities during any given period. At December 31, 2024, cash and cash equivalents totaled $152.6 million, a decrease of $19.6 million from December 31, 2023. We also held marketable securities available for sale with a market value of $1,497.9 million at December 31, 2024.
At December 31, 2025, cash and cash equivalents totaled $126.1 million, a decrease of $26.5 million from December 31, 2024. We also held marketable securities available for sale with a market value of $1,389.9 million at December 31, 2025.
The model 60 Table of Contents employed by the Company uses a static balance sheet as of the date the modeling is being generated. The limitation to this model is that unexpected events may not be captured in the output. The model is validated no less frequently than annually with the variables in the model subjected to annual stress tests.
The limitation to this model is that unexpected events may not be captured in the output. The model is validated no less frequently than annually with the variables in the model subjected to annual stress tests. In addition, the interest rate risk model is back-tested no less frequently than quarterly to ensure the model remains consistent with actual results.
The interest rate risk scenarios affect the position the Company may take with the pricing of assets and liabilities. Models are inherently imperfect and subject to assumptions and limitations. The model output is affected by the data quality and the assumptions used. The Company uses both internal and external inputs into the model.
The model output is affected by the data quality and the assumptions used. The Company uses both internal and external inputs into the model.
Of the $950.8 million outstanding at December 31, 2024, $225.0 million at an average rate of 0.67% will mature during the second quarter of 2025, and will be partially replaced by forward starting cash flow hedges totaling $75.0 million at an average rate of 3.01%. 62 Table of Contents Analysis of Net Interest Income Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities.
Of the $1.0 billion outstanding at December 31, 2025, $180.0 million at an average rate of 1.56% will mature during 2026, and will be partially replaced by forward starting cash flow hedges totaling $180.0 million at an average rate of 3.35%.
The employee pension plan is the only plan that we have funded. During 2024, we incurred cash expenditures of $0.1 million for the medical and life insurance plans and $24,000 for the non-employee director plan. We did not make a contribution to the employee pension plan in 2024. We expect to pay similar amounts for these plans in 2025.
The employee pension plan is the only plan that we have funded. During 2025, we incurred cash expenditures of $0.2 million for the medical and life insurance plans and we modified these plans as fully described in Note 12 (“Pension and Other Postretirement Benefit Plans”) of Notes to the Consolidated Financial Statements.
Net (loss) income for the twelve months ended December 31, 2024 was ($31.3) million, a decrease of $57.4 million, or 200.3%, compared to $28.7 million for the twelve months ended December 31, 2023.
Net (loss) income for the year ended December 31, 2025 was $18.9 million, an increase of $50.2 million, or 160.3%, compared to ($31.3) million for the year ended December 31, 2024.
Diluted (loss) earnings per common share was ($1.05) for the twelve months ended December 31, 2024, a decrease of $2.01 per common share, or 209.4%, from $0.96 per common share for the twelve months ended December 31, 2023.
Diluted (loss) earnings per common share was $0.54 for the year ended December 31, 2025, an increase of $1.59 per common share, or 151.4%, from ($1.05) per common share for the year ended December 31, 2024. Return on average equity increased to 2.63% for the year ended December 31, 2025, from (4.67%) for the comparable prior year period.
Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them.
Analysis of Net Interest Income Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities.
In addition, the interest rate risk model is back-tested no less frequently than quarterly to ensure the model remains consistent with actual results. The information from the interest rate risk modeling allows the Board ALCO to assess the potential impact of interest rate changes on the Company’s profitability and future earnings.
The information from the interest rate risk modeling allows the Board ALCO to assess the potential impact of interest rate changes on the Company’s profitability and future earnings. The interest rate risk scenarios affect the position the Company may take with the pricing of assets and liabilities. Models are inherently imperfect and subject to assumptions and limitations.
The Company has other sources of liquidity, including unsecured overnight lines of credit, brokered deposits and other types of borrowings. During 2024, the FHLB-NY reduced the available lines to all its member banks from 45% of total assets to 30% of total assets. To offset the FHLB-NY policy change, the Company expanded its line with the Federal Reserve.
The Company has other sources of liquidity, including unsecured overnight lines of credit, brokered deposits 67 Table of Contents and other types of borrowings.
The Company has identified four accounting policies that require significant management valuation judgment: the allowance for credit losses, fair value of financial instruments, goodwill impairment and income taxes. 68 Table of Contents Allowance for Credit Losses.
The Company has identified four accounting areas that involve significant management valuation judgment and higher levels of estimation uncertainty—the allowance for credit losses, the fair value of financial instruments, goodwill impairment and income taxes—and, for each, we describe below the significant inputs and assumptions used, why those inputs and assumptions are subject to uncertainty, and, where material and reasonably available, how they have changed from period to period and how such changes have affected the amounts reported in the consolidated financial statements. ​ Allowance for Credit Losses.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations and in Notes 19 (“Fair Value of Financial Instruments”) and 20 (“Derivative Financial Instruments”) of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report. 70 Table of Contents
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations and in Notes 19 (“Fair Value of Financial Instruments”) and 20 (“Derivative Financial Instruments”) of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report. 72 Table of Contents

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