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What changed in Metropolitan Bank Holding Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Metropolitan Bank Holding 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.

+356 added−338 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-28)

Top changes in Metropolitan Bank Holding Corp.'s 2025 10-K

356 paragraphs added · 338 removed · 276 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

80 edited+23 added−25 removed162 unchanged
Biggest changeTo further their education, employees are encouraged to attend external business-related training seminars, conferences, and networking opportunities, which are paid for by the Company. Purpose and Values Our commitment to our customers, community and employees is well established and recognized by our Board, executive leadership, and our Employee Engagement Committee (the “EEC”).
Biggest changeCulture, Purpose, and Values Our commitment to our customers, community, and employees is well established and recognized by our Board of Directors, executive leadership, and our Employee Engagement Committee (the “EEC”). The EEC is instrumental in developing a community of belonging at the Company. We also encourage volunteerism in areas that unite our employees and positively impact our communities.
For example, the Company entered the healthcare lending space in 2001 and built out processes, procedures, and customized infrastructure to support its clients in this industry. Management intends to continue leveraging the quality of its team, existing relationships and its client-centered approach to further grow its tailored banking solutions, build deeper relationships and increase market 6 Table of Contents share.
For example, the Company entered the healthcare lending space in 2001 and built out processes, procedures, and customized infrastructure to support its clients in this industry. Management intends to continue leveraging the quality of its team, existing relationships and its 6 Table of Contents client-centered approach to further grow its tailored banking solutions, build deeper relationships and increase market share.
In estimating the ACL, the Company relies on models and economic forecasts developed by external parties as the primary driver of the ACL. These models and forecasts are based on nationwide sets of data. Economic forecasts can change significantly over an economic cycle and have a significant level of uncertainty associated with them.
In estimating the ACL, the Company relies on models and economic forecasts developed by external parties as the primary driver of the ACL. These models and forecasts are based on nationwide data sets. Economic forecasts can change significantly over an economic cycle and have a significant level of uncertainty associated with them.
Among other things, Title III of the USA PATRIOT Act and the related regulations require: ● Establishment of anti-money laundering compliance programs that include policies, procedures, and internal controls; the designation of a BSA officer; a training program; and independent testing; ● Filing of certain reports to Financial Crimes Enforcement Network and law enforcement that are designated to assist in the detection and prevention of money laundering and terrorist financing activities; ● Establishment of a program specifying procedures for obtaining and maintaining certain records from customers seeking to open new accounts, including verifying the identity of customers; 20 Table of Contents ● In certain circumstances, compliance with enhanced due diligence policies, procedures and controls designed to detect and report money-laundering, terrorist financing and other suspicious activity; ● Monitoring account activity for suspicious transactions; and ● A heightened level of review for certain high-risk customers or accounts.
Among other things, Title III of the USA PATRIOT Act and the related regulations require: ● Establishment of anti-money laundering compliance programs that include policies, procedures, and internal controls; the designation of a BSA officer; a training program; and independent testing; ● Filing of certain reports to Financial Crimes Enforcement Network and law enforcement that are designated to assist in the detection and prevention of money laundering and terrorist financing activities; 20 Table of Contents ● Establishment of a program specifying procedures for obtaining and maintaining certain records from customers seeking to open new accounts, including verifying the identity of customers; ● In certain circumstances, compliance with enhanced due diligence policies, procedures and controls designed to detect and report money-laundering, terrorist financing and other suspicious activity; ● Monitoring account activity for suspicious transactions; and ● A heightened level of review for certain high-risk customers or accounts.
The operations of the Company are further subject to: ● The Truth in Savings Act and Regulation DD promulgated thereunder, which specifies disclosure requirements with respect to deposit accounts; ● 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; ● The Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern 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; ● The Check Clearing for the 21 st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check; ● State unclaimed property or escheatment laws; and ● Cybersecurity regulations, including but not limited to those implemented by NYSDFS. 22 Table of Contents Holding Company Regulation The Company, as a bank holding company controlling the Bank, is subject to regulation and supervision by the FRB under the BHC Act.
The operations of the Company are further subject to: ● The Truth in Savings Act and Regulation DD promulgated thereunder, which specifies disclosure requirements with respect to deposit accounts; ● 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; ● The Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern 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; ● The Check Clearing for the 21 st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check; ● State unclaimed property or escheatment laws; and ● Cybersecurity regulations, including but not limited to those implemented by NYDFS. 22 Table of Contents Holding Company Regulation The Company, as a bank holding company controlling the Bank, is subject to regulation and supervision by the FRB under the BHC Act.
Deposit funding is provided by: traditional commercial banking products offered to borrowing and non-borrowing clients; corporate cash management and retail banking services; tailored financial solutions for government entities, municipalities, and public institutions; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and, EB-5 Program accounts for qualified foreign investors.
Deposit funding is provided by: traditional commercial banking products offered to borrowing and non-borrowing clients; corporate cash management and retail banking services; tailored financial solutions for government entities, municipalities, and public institutions; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and, EB-5 Program accounts for developers and qualified foreign investors.
Acquisition of 10% or more of any class of a bank holding company’s voting stock constitutes a rebuttable presumption of control under the regulations under certain circumstances including where, as is the case with the Company, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934.
Acquisition of 10% or more of any class of a bank holding company’s voting stock constitutes a rebuttable presumption of control under the regulations under certain circumstances including where, as is the case with the Company, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934 as amended.
The Company also originates term loans to standalone medical facilities such as radiology and dialysis centers and medical practices, which are secured by the assets of the company and the personal guarantees of the sponsors/owners of the practice.
The Company also originates term loans to standalone medical facilities such as radiology and dialysis centers and medical practices, which are secured by the assets of the company and typically by the personal guarantees of the sponsors/owners of the practice.
The Bank is subject to Alabama, Florida, and Missouri income taxes on a separate company basis. The Inflation Reduction Act of 2022 was signed into law on August 16, 2022.
The Bank is subject to Alabama, Florida, and Missouri income taxes on a separate company basis. The Inflation Reduction Act of 2022 (the “IRA”) was signed into law on August 16, 2022.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The Company adopted this guidance effective January 1, 2023.
In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 eliminates the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The Company adopted this guidance effective January 1, 2023.
The NYSDFS classifies investment securities into five different types and, depending on its type, a state-chartered commercial bank may have the authority to deal in and underwrite the security. The NYSDFS has also permitted New York state member banks to purchase certain non-investment securities that can be reclassified and underwritten as loans.
The NYDFS classifies investment securities into five different types and, depending on its type, a state-chartered commercial bank may have the authority to deal in and underwrite the security. The NYDFS has also permitted New York state member banks to purchase certain non-investment securities that can be reclassified and underwritten as loans.
While the Company is not subject to CFPB supervision, because it has less than $10 billion in total consolidated assets, the FRB and the NYSDFS are responsible for examining and enforcing the Company’s compliance 21 Table of Contents with these consumer financial laws and regulations.
While the Company is not subject to CFPB supervision, because it has less than $10 billion in total consolidated assets, the FRB and the NYDFS are responsible for examining and enforcing the Company’s compliance 21 Table of Contents with these consumer financial laws and regulations.
The FRB may also appoint a conservator or receiver for a state 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 or regulation or unsafe or unsound practices.
The FRB may also appoint a conservator or receiver for a state member bank under specified circumstances, such as where (i) the bank’s assets are less than its obligations to 19 Table of Contents 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 or regulation or unsafe or unsound practices.
The Bank was established in 1999 with the goal of helping these under-served clients build and sustain wealth. Its motto, “The Entrepreneurial Bank,” is a reflection of the Bank’s aspiration to develop a middle-market bank that shares the same entrepreneurial spirit as its clients.
The Bank was established in 1999 with the goal of helping these under-served clients build and sustain wealth. Its motto, “The Entrepreneurial Bank,” is a reflection of the Bank’s aspiration to develop a commercially oriented middle-market bank that shares the same entrepreneurial spirit as its clients.
These activities, together with six strategically located banking centers, generate a stable source of deposits to support the growth of our diverse loan portfolio. Products and Services The Company provides a comprehensive set of commercial and retail banking products and services customized to meet the needs of its clients.
These activities, together with seven strategically located banking centers, generate a stable source of deposits to support the growth of our diverse loan portfolio. Products and Services The Company provides a comprehensive set of commercial and retail banking products and services customized to meet the needs of its clients.
The Company originates and services CRE and C&I loans of generally between $3 million and $30 million, which it believes is an under-served segment of the market. Management believes that the Company is well positioned in a market area offering significant growth opportunities.
The Company originates and services CRE and C&I loans of generally between $3 million and $40 million, which it believes is an under-served segment of the market. Management believes that the Company is well positioned in a market area offering significant growth opportunities.
Enforcement The NYSDFS and the FRB have extensive enforcement authority over state member banks to correct unsafe or unsound practices and violations of law or regulation. Such authority includes the issuance of cease and desist orders, assessment of civil money penalties and removal of officers and directors.
Enforcement The NYDFS and the FRB have extensive enforcement authority over state member banks to correct unsafe or unsound practices and violations of law or regulation. Such authority includes the issuance of cease and desist orders, assessment of civil money penalties and removal of officers and directors.
Examinations and Assessments The Company is required to file periodic reports with and is subject to periodic examination by the NYSDFS and FRB. Federal and state regulations generally require periodic on-site examinations for all depository institutions. The Company is required to pay an annual assessment to the NYSDFS and FRB to fund the agencies’ operations.
Examinations and Assessments The Company is required to file periodic reports with and is subject to periodic examination by the NYDFS and FRB. Federal and state regulations generally require periodic on-site examinations for all depository institutions. The Company is required to pay an annual assessment to the NYDFS and FRB to fund the agencies’ operations.
In performing an assessment of whether any decline in fair value is due to credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or the collateral underlying the security.
In performing an assessment of whether any decline in fair value is due to credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or the collateral underlying the 12 Table of Contents security.
Dividends exceeding those amounts require application to and approval by the NYSDFS and/or FRB. To pay a cash dividend, a state member bank must also maintain an adequate capital conservation buffer under the capital rules discussed above.
Dividends exceeding those amounts require application to and approval by the NYDFS and/or FRB. To pay a cash dividend, a state member bank must also maintain an adequate capital conservation buffer under the capital rules discussed above.
The FDIC adopted a final rule in 2022, applicable to all insured depository institutions, to increase 16 Table of Contents initial base deposit insurance assessment rate schedules uniformly by two basis points, beginning in the first quarterly assessment period of 2023. The FDIC also concurrently maintained the DIF reserve ratio at 2.0% for 2023.
The FDIC adopted a final rule in 2022, applicable to all insured depository institutions, to increase initial base deposit insurance assessment rate schedules uniformly by two basis points, beginning in the first quarterly assessment period of 2023. The FDIC also concurrently maintained the DIF reserve ratio at 2.0% for 2023.
The summary is not intended to be exhaustive and is qualified in its entirety by reference to the actual laws and regulations. 15 Table of Contents Regulation of the Bank Loans and Investments State-chartered commercial banks have authority to originate and purchase any type of loan, including commercial, CRE, residential mortgages or consumer loans.
The summary is not intended to be exhaustive and is qualified in its entirety by reference to the actual laws and regulations. Regulation of the Bank Loans and Investments State-chartered commercial banks have authority to originate and purchase any type of loan, including commercial, CRE, residential mortgages or consumer loans.
Further, 18 Table of Contents provisions of the Basel III regime described above limit discretionary bonus payments to bank and bank holding company executives if the institution’s regulatory capital ratios fail to exceed certain thresholds. The scope and content of the banking regulators’ policies on incentive compensation are likely to continue evolving.
Further, provisions of the Basel III regime described above limit discretionary bonus payments to bank and bank holding company executives if the institution’s regulatory capital ratios fail to exceed certain thresholds. The scope and content of the banking regulators’ policies on incentive compensation are likely to continue evolving.
As a state-chartered bank that is a member of the FRB, the Bank is subject to FDIC regulations as well as supervision, periodic examination and regulation by the NYSDFS as its primary state regulator and by the FRB as its primary federal regulator.
As a state-chartered bank that is a member of the FRB, the Bank is subject to FDIC regulations as well as supervision, periodic examination and regulation by the NYDFS as its primary state regulator and by the FRB as its primary federal regulator.
The Company is subject to federal income taxation in the same manner as other corporations. For its 2024 taxable year, the Company is subject to a maximum federal income tax rate of 21%. The Company is subject to California, Connecticut, Kentucky, Massachusetts, New Jersey, New York State, New York City, and Tennessee income taxes on a consolidated basis.
The Company is subject to federal income taxation in the same manner as other corporations. For its 2025 taxable year, the Company is subject to a maximum federal income tax rate of 21%. The Company is subject to California, Connecticut, Massachusetts, New Jersey, New York State, New York City, and Tennessee income taxes on a consolidated basis.
Federal Securities Laws The Company is a reporting company subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.
Federal Securities Laws The Company is a reporting company subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934 as amended.
The Company is subject to extensive regulation, supervision and examination by, and the enforcement authority of, the NYSDFS and FRB, and to a lesser extent by the FDIC, as its deposit insurer.
The Company is subject to extensive regulation, supervision and examination by, and the enforcement authority of, the NYDFS and FRB, and to a lesser extent by the FDIC, as its deposit insurer.
The Bank was well capitalized at December 31, 2024. Dividends Under federal and state law and applicable regulations, a state member bank may generally declare a dividend, without approval from the NYSDFS or FRB, in an amount equal to its year-to-date net income plus the prior two years’ net income that is still available for dividend.
The Bank was well capitalized at December 31, 2025. Dividends Under federal and state law and applicable regulations, a state member bank may generally declare a dividend, without approval from the NYDFS or FRB, in an amount equal to its year-to-date net income plus the prior two years’ net income that is still available for dividend.
Separately, the Superintendent of the NYSDFS also has the authority to appoint a receiver or 19 Table of Contents liquidator of any state-chartered bank under specified circumstances, including where (i) the bank is conducting its business in an unauthorized or unsafe manner, (ii) the bank has suspended payment of its obligations, or (iii) the bank cannot with safety and expediency continue to do business.
Separately, the Superintendent of the NYDFS also has the authority to appoint a receiver or liquidator of any state-chartered bank under specified circumstances, including where (i) the bank is conducting its business in an unauthorized or unsafe manner, (ii) the bank has suspended payment of its obligations, or (iii) the bank cannot with safety and expediency continue to do business.
“ Risk Factors —Risks Relating Related to Laws and Regulations and Their Enforcement—Legislative and regulatory actions may increase the Company’s costs and impact its business, governance structure, financial condition or results of operations.” Regulation General The Bank is a commercial bank organized under the laws of the state of New York.
See Part I, Item 1A., “ Risk Factors —Risks Relating Related to Laws and Regulations and Their Enforcement—Legislative and regulatory actions may increase the Company’s costs and impact its business, governance structure, financial condition or results of operations.” Regulation General The Bank is a commercial bank organized under the laws of the state of New York.
The Company is also subject to federal financial consumer protection and fair lending laws and regulations of the CFPB, though, because it has less than $10 billion in total consolidated assets, the FRB and NYSDFS are responsible for examining and supervising the Company’s compliance with these laws.
The Company is also subject to federal financial consumer protection and fair lending laws and regulations of the Consumer Financial Protection Bureau (“CFPB”), though because it has less than $10 billion in total consolidated assets, the FRB and NYDFS are responsible for examining and supervising the Company’s compliance with these laws.
However, for all group relationships with total exposure in excess of 25% of risk-based capital, approval of the Credit Committee will be required for loans of any size; except that a loan will not require Credit Committee approval if the loan request is no greater than 10% of the relationship, to a maximum of $2.5 million, whereby lending officers’ approval will be required.
However, for all group relationships with total exposure in excess of 25% of risk-based capital, approval of the Credit Committee will be required for any size loan; provided that a loan will not require Credit Committee approval if the loan request is no greater than 10% of the relationship, to a maximum of $2.5 million (in which case the lending officers’ approval will be required).
The latest NYSDFS CRA rating received by the Company was “Satisfactory” for the examination conducted in 2022.
The latest NYDFS CRA rating received by the Company was “Satisfactory” for the examination conducted in 2022.
Generally, the types of construction loans the Company originates include extensive renovation loans as well as ground-up construction loans. At December 31, 2024, construction loans comprised 3.4% of the Company’s loan portfolio. In all cases, the owner/developer has extensive construction experience, sufficient equity in the transaction (maximum loan to cost of 65%) and provides personal recourse on the loan.
Generally, the types of construction loans the Company originates include extensive renovation loans as well as ground-up construction loans. At December 31, 2025, construction loans comprised 3.8% of the Company’s loan portfolio. In all cases, the owner/developer has extensive construction experience, sufficient equity in the transaction (maximum loan to value of 65%) and provides personal recourse on the loan.
It is generally the Company’s policy that a loan 90 days past due be placed on non-accrual status unless factors exist that would eliminate the need to place a loan on this status.
The past due status on loans is based on the contractual terms of the loan. It is generally the Company’s policy that a loan 90 days past due be placed on non-accrual status unless factors exist that would eliminate the need to place a loan on this status.
The banking center in Great Neck, Long Island represents a natural extension of the Company’s efforts to establish a physical footprint in areas where many of its existing and prospective commercial clients are located, and also serves as a central hub for philanthropic and community events.
The banking centers in Great Neck, Long Island and Lakewood, New Jersey represent a natural extension of the Company’s efforts to establish a physical footprint in areas where many of its existing and prospective commercial clients are located, and also serves as a central hub for philanthropic and community events.
The Company’s market area has a diversified economy typical of most urban population centers, with the majority of employment provided by services, wholesale/retail trade, finance/insurance/real estate, technology companies and construction.
The Company’s market area has a diversified economy, with the majority of employment provided by services, wholesale/retail trade, finance/insurance/real estate, technology companies and construction.
The Company’s founding members, including its Chief Executive Officer, Mark DeFazio, recognized a need in the New York metropolitan area for a solutions-oriented, relationship bank focused on middle market companies and real estate entrepreneurs whose financial needs are often overlooked by larger financial institutions.
The Company’s founding members, including its Chief Executive Officer, Mark DeFazio, recognized a need in the New York metropolitan area for a solutions-oriented, commercial banking franchise focused on building relationships with middle market companies and real estate entrepreneurs whose financial needs are often overlooked by larger financial institutions.
Market Area The Company’s primary market includes the New York metropolitan area, specifically Manhattan and the outer boroughs, and Nassau County, New York. This market is well-diversified and represents a large market for middle market businesses (defined as businesses with annual revenue of $5 million to $400 million).
Market Area The Company’s primary market includes the New York metropolitan area. This market is well-diversified and represents a large market for middle market businesses (defined as businesses with annual revenue of $5 million to $400 million).
The Company has policies, procedures and systems designed to comply with these regulations, and it reviews and documents such policies, procedures and systems to monitor its compliance with these regulations. ​ 24 Table of Contents
The Company has policies, procedures and systems designed to comply with these regulations, and it reviews and documents such policies, procedures and systems to monitor its compliance with these regulations.
At December 31, 2024, $1.9 billion, or 38.8% of the Company’s real estate loan portfolio, consisted of loans to the healthcare industry, which were primarily made to nursing and residential care facilities. The Company has lenders who are experienced in lending to the healthcare industry, particularly to skilled nursing homes.
At December 31, 2025, $2.5 billion, or 43.1% of the Company’s real estate loan portfolio, consisted of loans to the healthcare industry, which were primarily made to nursing and residential care facilities. The Company has lenders who are experienced in lending to the healthcare industry, particularly to skilled nursing homes.
The incentive compensation guidance sets expectations for banking organizations concerning their incentive compensation arrangements and related risk-management, control and governance processes.
The incentive compensation guidance sets expectations for banking organizations concerning their incentive compensation arrangements and related risk- 18 Table of Contents management, control and governance processes.
In addition to traditional commercial banking products, the Company offers: corporate cash management and retail banking services; customized financial solutions for government entities, municipalities, public institutions and charter schools; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and EB-5 Program accounts for qualified foreign investors.
In addition to traditional commercial banking products, the Company offers: corporate cash management and retail banking services; customized financial solutions for government entities, municipalities, public institutions and charter schools; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and EB-5 Program escrow accounts of foreign investor funds for USCIS approved job-creating projects.
Management understands the importance of concentration risk and continuously monitors the Company’s loan portfolio to ensure that risk is balanced between such factors as loan type, industry, geography, collateral, structure, maturity and risk rating, among other things. The Company’s Commercial Loan Policy establishes detailed concentration limits and sub-limits by loan type and geography.
Management understands the importance of concentration risk and continuously monitors the Company’s loan portfolio to ensure that risk is balanced between such factors as loan type, industry, geography, collateral, structure, maturity and risk rating, among other things.
The Company has adopted policies and procedures to comply with these requirements. Privacy Laws The Company is subject to a variety of federal and state privacy laws, which govern the collection, safeguarding, sharing and use of customer information, and require that financial institutions have in place policies regarding information privacy and security.
Privacy Laws The Company is subject to a variety of federal and state privacy laws, which govern the collection, safeguarding, sharing and use of customer information, and require that financial institutions have in place policies regarding information privacy and security.
It has established deposit concentration thresholds to avoid the possibility of dependence on any single depositor base for funds. Borrowings The Company maintains diverse funding sources including, but not limited to, borrowing lines at the FHLB and the FRB discount window.
It has established deposit concentration thresholds to help minimize the probability of over-reliance on any single depositor base for funds. Borrowings The Company maintains diverse funding sources including, but not limited to, borrowing lines at the FHLB and the FRB discount window.
The Company generates deposits from: traditional commercial banking products offered to borrowing and non-borrowing clients; corporate cash management and retail banking services; tailored financial solutions for government entities, 12 Table of Contents municipalities, and public institutions; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and, EB-5 Program accounts for qualified foreign investors.
The Company generates deposits from: traditional commercial banking products offered to borrowing and non-borrowing clients; corporate cash management and retail banking services; tailored financial solutions for government entities, municipalities, and public institutions; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and, EB-5 Program accounts, escrow accounts of foreign investor funds for USCIS approved job-creating projects.
The Company lends to borrowers who are well capitalized, and have an established track record in their business, with predictable growth and cash flows. At December 31, 2024, $355.1 million, or 33.9% of the Company’s C&I loan portfolio, consisted of loans to the healthcare industry, of which $238.1 million, or 67.0%, were made to nursing and residential care facilities.
The Company lends to borrowers who are well capitalized, and have an established track record in their business, with predictable growth and cash flows. At December 31, 2025, $302.9 million, or 34.7% of the Company’s C&I loan portfolio, consisted of loans to the healthcare industry, of which $212.3 million, or 70.1%, were made to nursing and residential care facilities.
Authority limits are based upon the individual loan size and the total exposure of the borrower and are conditioned on the loan conforming to the policies contained in the Company’s Commercial Lending Policy. All loans over $12.5 million go to the Credit Committee for approval.
Authority limits are based upon the individual loan size and the total exposure of the borrower and are conditioned on the loan conforming to the Company’s Commercial Lending Policy and corresponding lending limits. All loans over $12.5 million are presented to the Credit Committee for approval prior to closing the transaction.
Any loan policy exceptions are fully disclosed to the approving authority. Loans to One Borrower In accordance with loans-to-one-borrower regulations promulgated by the NYSDFS, the Company is generally limited to lending no more than 15% of its capital stock, surplus fund and undivided profits to any one borrower or borrowing entity.
Loans to One Borrower In accordance with loans-to-one-borrower regulations promulgated by the NYDFS, the Company is generally limited to lending no more than 15% of its capital stock, surplus fund and undivided profits to any one borrower or borrowing entity.
By combining high-tech service with the relationship-based focus of a community bank and offering an extensive suite of financial products and services, the Company is well-positioned to continue to capitalize on the significant growth opportunities available in the New York metropolitan area and elsewhere.
By offering an extensive suite of financial products and highly customized personal services, combined with strong technology offerings and a community-based relationship focus, the Company is well-positioned to continue to capitalize on the significant growth opportunities available in the New York metropolitan area and elsewhere.
By engaging in service to our community, we not only strengthen our bonds but also reflect our shared values. Subsidiaries Metropolitan Commercial Bank is the sole subsidiary of Metropolitan Bank Holding Corp. and there are no significant subsidiaries of Metropolitan Commercial Bank.
By engaging in service to our communities, we not only strengthen our bonds but also reflect our shared values. We are proud to be named a Great Place to Work-Certified®️ in 2025. Subsidiaries Metropolitan Commercial Bank is the sole subsidiary of Metropolitan Bank Holding Corp. and there are no significant subsidiaries of Metropolitan Commercial Bank.
A relationship-led strategy has provided the Company with select opportunities in other U.S. markets, with a particular focus on South Florida. 5 Table of Contents The Company operates six banking centers strategically located within close proximity to target clients. There are four banking centers in Manhattan, one in Brooklyn, New York, and one in Great Neck, Long Island.
A relationship-led strategy has provided the Company with select opportunities in other U.S. markets, with a particular focus on South Florida. 5 Table of Contents The Company operates seven banking centers strategically located within close proximity to target clients.
Interest rates may be fixed or floating, and repayment schedules are generally based on a 25- to 30-year amortization schedule, although interest only loans are also offered.
Loans are generally written for terms of three to five years, although loans with longer or shorter terms are occasionally written. Interest rates may be fixed or floating, and repayment schedules are generally based on a 25- to 30-year amortization schedule, although interest only loans are also offered.
The Board of Directors has assigned the overall responsibility for the investment portfolio to the CFO or their designee. The Company’s investment policy is reviewed and approved by the Board at least annually. The CFO or their designee is responsible for the implementation of the Company’s investment policy and monitoring its investment performance.
The Board of Directors has assigned the overall responsibility for the management of the investment portfolio to the CFO or their designee. The Company’s investment policy, which establishes the standards and processes by which the CFO manages the investment portfolio, is reviewed and approved by the Board of Directors at least annually.
On a quarterly basis, management and the Board of Directors review the status of the watch list and classified assets portfolio as well as the larger credits in the portfolio.
On at least a quarterly basis, management and the Board of Directors, or a designated committee thereof, review the status of the watch list and classified assets portfolio as well as noteworthy developments related to the larger credits in the portfolio.
Our commitment to our employees is deeply rooted in our approach to attracting, retaining and developing talent. We foster a culture of trust, ethics, and accountability where every employee is committed to upholding these principles in their interactions with clients, customers, shareholders, other stakeholders and each other.
Human Capital We aim to foster a culture of trust, ethics, and accountability where every employee is committed to upholding these principles in their interactions with clients, customers, shareholders, other stakeholders and each other.
See Part I, Item 1A., “ Risk Factors —A lack of liquidity could adversely affect the Company’s financial condition and results of operations.” At December 31, 2024, the Company had $210.0 million of Federal funds purchased and $240.0 million of FHLBNY advances outstanding. Human Capital Resources We recognize our employees are our greatest asset.
See Part I, Item 1A., “ Risk Factors —A lack of liquidity could adversely affect the Company’s financial condition and results of operations.” At December 31, 2025, the Company had no Federal funds purchased or FHLBNY advances outstanding.
See Part II, Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations ― Regulation” for a summary of the Company’s capital ratios. 17 Table of Contents Safety and Soundness Standards Each federal banking agency, including the FRB, has adopted guidelines establishing general standards relating to, among other things, internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings, compensation, fees and benefits and information security standards.
Safety and Soundness Standards Each federal banking agency, including the FRB, has adopted guidelines establishing general standards relating to, among other things, internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings, compensation, fees and benefits and information security standards.
In underwriting these loans, the Company generally relies on the income generated by the property as the primary means of repayment. However, the personal guarantee of the principals will frequently be required as a credit enhancement, particularly when the collateral property is in transition (i.e., under renovation and/or in the lease-up stage).
However, the personal guarantee of the principals will frequently be required as a credit enhancement, particularly when the collateral property is in transition (i.e., under renovation and/or in the lease-up stage). A Phase I Environmental Report is generally required for all new CRE loans.
Certain of the Company’s loans are associated with rent stabilized units in the New York City boroughs, in which the laws limit rent increases for rent stabilized multi-family properties.
Certain of the Company’s loans are associated with rent stabilized units in the New York City boroughs, in which the laws limit rent increases for rent stabilized multi-family properties. In addition, New York City’s current mayoral administration has previously indicated its intention to halt rent increases for all rent-stabilized apartments in the city.
As a bank holding company, the Company is subject to the supervision of the Board of Governors of the Federal Reserve System. The Company is required to file with the FRB reports and other information regarding its business operations and the business operations of its subsidiaries.
The Company is required to file with the FRB reports and other information regarding its business operations and the business operations of its subsidiaries.
The Act includes provisions that extend the expanded Affordable Care Act health plan premium assistance program through 2025, impose an excise tax on stock buybacks, increase funding for IRS tax enforcement, expand energy incentives, and impose a corporate minimum tax. See Part I, Item 1A.
The IRA includes provisions that may apply to us, including extending the expanded Affordable Care Act health plan premium assistance program through 2025, imposing an excise tax on stock buybacks, increasing funding for IRS tax enforcement, expanding energy incentives, and imposing a corporate minimum tax.
At December 31, 2024, the investment portfolio consisted primarily of government agency residential mortgage-backed securities and, to a lesser extent, U.S. Government Agency and treasury securities, government agency commercial mortgage-backed securities and municipal securities. The Company estimates and recognizes an ACL for HTM debt securities pursuant to ASU No. 2016-13.
Government Agency and treasury securities, government agency commercial mortgage-backed securities and municipal securities. The Company estimates and recognizes an ACL for HTM debt securities pursuant to ASU No. 2016-13. The Company has a zero loss expectation for nearly all of its HTM securities portfolio, and has no ACL related to these securities at December 31, 2025.
The Credit Committee is comprised of five Board members who are “permanent members” of the Credit Committee, including the Chief Executive Officer and a minimum of two other Board members rotate quarterly. Loans of $12.5 million or less are approved by management subject to individual officer approval limits.
The Credit Committee is comprised of five Board members, including the Chief Executive Officer, who are appointed as “permanent members” of the committee. In addition, one other Board member rotates on to the committee each month. Loans of $12.5 million or less are approved by management subject to individual officer approval limits further established in the Commercial Lending Policy.
The majority of C&I loans carry the personal guarantee of the principals of the borrowing entity. Commercial Real Estate Non-owner occupied CRE comprises the largest component of the Company’s real estate loan portfolio. These mortgage loans are secured by mixed-use properties, office buildings, commercial condominium units, retail properties, hotels and warehouses.
The majority of C&I loans carry the personal guarantee of the principals of the borrowing entity. Commercial Real Estate CRE mortgage loans are secured by mixed-use properties, office buildings, commercial condominium units, retail properties, hotels and warehouses. In underwriting these loans, the Company generally relies on the income generated by the property as the primary means of repayment.
At December 31, 2024, the Company had $168.0 million of New York City rent-regulated stabilized multi-family loans, which had a weighted-average debt coverage ratio of 2.7x and an average LTV of 42.1% based on the most recent appraisal. If expense growth exceeds revenue growth, a property may not generate sufficient cash flows to cover debt service.
At December 31, 2025, the Company had $172.6 million of New York City rent-regulated stabilized multi-family loans, which had a weighted-average debt service coverage ratio of 2.7x and a weighted-average LTV of 44.7% based on the most recent appraisal.
Loan Approval Authority The Company’s lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by its Board of Directors and management.
Loan Approval Authority The Company’s lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by its Board of Directors and management. The Company’s Commercial Lending Policy sets out several levels of lending authority delegated by the Board of Directors to the Credit Committee, a standing committee of the Bank’s board of directors, as well as other personnel.
The Company (i) strives to identify potential problem loans early in an effort to aggressively seek resolution of these situations before the loans result in a loss, (ii) records any necessary charge-offs promptly and (iii) maintains adequate allowance levels to cover expected credit losses over the life of the loan portfolio. 11 Table of Contents In general, whenever a particular loan or overall borrower relationship is classified as pass-watch, special mention or substandard based on one or more standard loan grading factors, the Company’s credit officers engage in active evaluation of the loan to determine the appropriate resolution strategy.
The Company (i) strives to identify potential problem loans early in an effort to aggressively seek resolution of these situations before the loans result in a loss, (ii) records any necessary charge-offs promptly and (iii) maintains adequate allowance levels to cover expected credit losses over the life of the loan portfolio.
The Company also has a loan production office in Miami, Florida and an administrative office in Lakewood, New Jersey. Competitors The bank and non-bank financial services industry in the Company’s markets and surrounding areas is highly competitive.
The Company also has a loan production office in Miami, Florida. Additionally, in the second quarter of 2026 we plan to open a banking center in West Palm Beach, Florida. Competitors The bank and non-bank financial services industry in the Company’s markets and surrounding areas is highly competitive.
Ongoing Credit Risk Management In addition to the underwriting process described above, the Company performs ongoing risk monitoring and reviews processes for all credit exposures. While the Company grades and classifies its loans internally, it also engages an independent third-party firm to perform regular loan reviews and confirm loan classifications.
While the Company grades and classifies its loans internally, it also engages an independent third-party firm to perform regular loan reviews and evaluate loan classifications.
Global Payments Business In 2023, the Company completed the exit from the business associated with digital currency entities, commonly referred to as the crypto-asset business. In 2024 the Company exited the GPG BaaS business, and only residual operational tasks remain to be completed.
Global Payments Business In 2023, the Company completed the exit from the business associated with digital currency entities, commonly referred to as the crypto-asset business. In 2024 the Company exited the GPG BaaS business. Asset Quality Non-Performing Assets Non-performing assets consist of non-accrual loans and loans past due over 90 days and still accruing.
While the Economic Growth Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion.
While the Economic Growth Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion. 15 Table of Contents In addition, the Economic Growth Act includes regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule, mortgage disclosures and risk weights for certain high-risk CRE loans.
The FDIC finalized a rule, effective April 1, 2011, that set the FDIC assessment range at 2.5 to 45 basis points of total assets less tangible equity.
Federal Deposit Insurance Deposit accounts at the Bank are insured up to applicable legal limits by the FDIC’s DIF, which is currently $250,000. 16 Table of Contents The FDIC finalized a rule, effective April 1, 2011, that set the FDIC assessment range at 2.5 to 45 basis points of total assets less tangible equity.
Treasury obligations, securities of various government-sponsored agencies, mortgage-backed and municipal government securities, deposits at the FHLBNY, certificates of deposit of federally insured institutions, investment grade corporate bonds and investment grade money market mutual funds. It is also required to maintain an investment in FHLBNY stock, which investment is based primarily on the level of its FHLBNY borrowings.
The Company has legal authority to invest in various types of investment securities and liquid assets, including, but not limited to, U.S. Treasury obligations, securities of various government-sponsored agencies, mortgage-backed and municipal government securities, deposits at the FHLBNY, certificates of deposit of federally insured institutions, investment grade corporate bonds and investment grade money market mutual funds.
Citizenship and Immigration Services, allows qualified foreign investors who meet specific capital investment and other requirements to obtain permanent residency and become contributors to U.S. communities. 6) Title and Escrow – The Company provides specialized services designed to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow, Section 1031 exchanges, and qualified intermediary needs.
The Company provides escrow accounts of foreign investor funds for USCIS approved job-creating projects. 6) Title and Escrow – The Company provides specialized services designed to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow, Section 1031 exchanges, and qualified intermediary needs.
Any change in the laws and regulations applicable to the Company and the Bank could have a material adverse impact on their operations and the Company’s stockholders.
It is not possible to predict the content or timing of changes to the laws and regulations that may impact the business of the Bank and the Company. Any changes to the regulatory framework applicable to the Company or the Bank, however, could have a material adverse impact on the condition or operations of each entity and the Company’s stockholders.
Additionally, the Company is required to maintain an investment in FRBNY stock equal to six percent of its capital and surplus. The majority of the Company’s investments are classified as either AFS or HTM and can be used to collateralize FHLBNY borrowings, FRB borrowings, public funds deposits or other borrowings.
It is also required to maintain an investment in FHLBNY stock, which investment is based primarily on the level of its FHLBNY borrowings. Additionally, the Company is required to maintain an investment in FRBNY stock equal to six percent of its capital and surplus.
The Company’s minimum required capital conservation buffer was at 2.5% of risk-weighted assets at December 31, 2024.
The Company’s minimum required capital conservation buffer was at 2.5% of 17 Table of Contents risk-weighted assets at December 31, 2025. See Part II, Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations ― Regulation” for a summary of the Company’s capital ratios.
These activities, together with six strategically located banking centers, generate a stable source of deposits to fund a diverse loan portfolio with attractive risk-adjusted yields. As of December 31, 2024, the Company’s assets, loans, deposits, and stockholders’ equity totaled $7.3 billion, $6.0 billion, $6.0 billion and $729.8 million, respectively.
The Company has developed various deposit gathering strategies, which generate the funding necessary to operate without a large branch network. These activities, together with seven strategically located banking centers, generate a stable source of deposits to fund a diverse loan portfolio with attractive risk-adjusted yields.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changePhysical risks include extreme storms or wildfires that damage or destroy property and inventory securing loans we make, or may interrupt our customer’s business operations, putting them in financial difficulty, and increasing the risk of default. 32 Table of Contents In addition, if our underwriting process underestimates the potential impact of severe weather events on our customers and their businesses, there could be a material adverse effect on our business, financial condition and results of operations.
Biggest changeThe impact of severe weather events may have a negative impact on our customers and their businesses. Extreme storms, hurricanes, tornadoes, wildfires, floods, and other severe weather events may damage or destroy property and inventory securing loans we make, or may interrupt our customer’s business operations, putting them in financial difficulty, and increasing the risk of default.
These models and forecasts are based on nationwide sets of data. Economic forecasts can change significantly over an economic cycle and have a significant level of uncertainty associated with them.
These models and forecasts are based on nationwide data sets. Economic forecasts can change significantly over an economic cycle and have a significant level of uncertainty associated with them.
Although the Company has developed, and continues to invest in, systems and processes that are designed to detect and prevent security breaches and cyberattacks, a breach of its systems could result in: losses to the Company and its customers; loss of business and/or customers; damage to its reputation; the incurrence of additional expenses (including the cost of notification to consumers, credit monitoring and forensics, and fees and fines imposed by the card networks); disruption to its business; an inability to grow its online services or other businesses; additional regulatory scrutiny or penalties; and/or exposure to civil litigation and possible financial liability — any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.
Although the Company has developed, and continues to invest in, systems and processes that are reasonably designed to detect and prevent security breaches and cyberattacks, a breach of its systems could result in: losses to the Company and its customers; loss of business and/or customers; damage to its reputation; the incurrence of additional expenses (including the cost of notification to consumers, credit monitoring and forensics, and fees and fines imposed by the card networks); disruption to its business; an inability to grow its online services or other businesses; additional regulatory scrutiny or penalties; and/or exposure to civil litigation and possible financial liability — any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.
While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.
While we have developed policies and procedures reasonably designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.
Prior to the Company’s exit of the GPG BaaS business, we provided global payments infrastructure access to our non-bank financial service partners, which included serving as an issuing bank for third-party managed prepaid and debit card programs nationwide and providing other financial services infrastructure, including cash settlement and custodian deposit services.
Prior to the Company’s exit of its BaaS business, we provided global payments infrastructure access to our non-bank financial service partners, which included serving as an issuing bank for third-party managed prepaid and debit card programs nationwide and providing other financial services infrastructure, including cash settlement and custodian deposit services.
As discussed below under “—Risks Related to Market Interest Rates—Interest rate shifts may reduce net interest income and otherwise negatively impact the Company’s financial condition and results of operation,” inflationary conditions and rising market interest rates could lead to declines in the value of our investment 26 Table of Contents securities, particularly those with longer maturities, although this effect can be less pronounced for floating rate instruments.
As discussed below under “—Risks Related to Market Interest Rates—Interest rate shifts may reduce net interest income and otherwise negatively impact the Company’s financial condition and results of operation,” inflationary conditions and rising market interest rates could lead to declines in the value of our investment securities, particularly those with longer maturities, although this effect can be less pronounced for floating rate instruments.
For example, the Company’s operational and information systems or infrastructure, or those of our third-party providers, may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, disruptions of service, computer viruses or other malicious code, cyberattacks and other incidents that could create a cybersecurity event, any of which could remain undetected for an extended period of time.
For example, the Company’s operational and information systems or infrastructure, or those of our third-party providers, may be vulnerable to unauthorized access, loss or destruction of data (including confidential 28 Table of Contents client information), account takeovers, disruptions of service, computer viruses or other malicious code, cyberattacks and other incidents that could create a cybersecurity event, any of which could remain undetected for an extended period of time.
Due to their size, many competitors may offer a broader range of products and services, as well as better pricing for certain products and services than the Company can offer. Larger banks may also have more resilient operational and intellectual technology infrastructure.
Due to their size, many competitors may offer a broader range of products and services, as well as better pricing for certain products and services than the Company can offer. Larger banks may also have more resilient operational and information technology infrastructure.
If we foreclose on these loans, our holding period for the collateral typically is longer than for a single or multi-family residential property because there may be fewer potential purchasers of the collateral. In addition, CRE loan concentration is an area that has experienced heightened regulatory focus.
If we foreclose on these loans, our holding period for the 24 Table of Contents collateral typically is longer than for a single or multi-family residential property because there may be fewer potential purchasers of the collateral. In addition, CRE loan concentration is an area that has experienced heightened regulatory focus.
There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. In addition, third parties may deploy AI technologies to commit fraud against us or in a manner that reduces customer demand for our business or financial 34 Table of Contents products and services.
There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. In addition, third parties may deploy AI technologies to commit fraud against us or in a manner that reduces customer demand for our business or financial products and services.
The effects of such policies upon the Company’s business, financial condition and results of operations cannot be predicted. For further discussion, see “ “ — Risks Related to Market Interest Rates .” Non-compliance with the USA PATRIOT Act, BSA, or other laws and regulations could result in fines or sanctions.
The effects of such policies upon the Company’s business, financial condition and results of operations cannot be predicted. For further discussion, see “ “ — Risks Related to Market Interest Rates .” 36 Table of Contents Non-compliance with the USA PATRIOT Act, BSA, or other laws and regulations could result in fines or sanctions.
Although the Company engages third-party services on an ongoing basis to conduct independent audits of its risk management systems, these service providers may fail to identify cybersecurity strategies and processes the Company could implement in order to potentially be more consistent with industry best practices.
Although the Company engages third-party services on an ongoing basis to conduct independent audits of its information security and information technology risk management systems, these service providers may fail to identify cybersecurity strategies and processes the Company could implement in order to potentially be more consistent with industry best practices.
The Company may not be successful in retaining its key employees, and the unexpected loss of services of one or more of key personnel could have a material adverse effect on its business because of their skills, knowledge of primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel.
The Company may not be successful in retaining its key employees, and the unexpected loss of services of one or more of key personnel could have a material adverse effect on its business because of their skills, knowledge of primary markets, years of industry experience and the difficulty of promptly finding qualified 30 Table of Contents replacement personnel.
The USA PATRIOT Act and the BSA require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are 36 Table of Contents obligated to file suspicious activity reports with the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury.
The USA PATRIOT Act and the BSA require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury.
Furthermore, to the extent that real estate collateral is obtained through foreclosure, the costs of holding and marketing real estate collateral, as well as the ultimate values obtained from disposition, could reduce earnings and adversely affect the Company’s financial condition. The Company’s business and operations may be adversely affected by weak economic conditions.
Furthermore, to the extent that real estate collateral is obtained through foreclosure, the costs of holding and marketing real estate collateral, as well as the ultimate values obtained from disposition, could reduce earnings and adversely affect the Company’s financial condition. 26 Table of Contents The Company’s business and operations may be adversely affected by weak economic conditions.
If an interruption were to continue for a significant period of time, its business, financial condition and results of operations could be adversely affected, perhaps materially. Even if the Company were able to replace the third-party providers, it may be at a higher cost, which could adversely affect its business, financial condition and results of operations.
If an interruption were to continue for a significant period of time, its business, financial condition and results of operations could be adversely 29 Table of Contents affected, perhaps materially. Even if the Company were able to replace the third-party providers, it may be at a higher cost, which could adversely affect its business, financial condition and results of operations.
It is possible that competitive pressures will result in the Company absorbing a portion of such increases in the future, which would increase its costs, reduce profit margin and adversely affect its business and financial condition. In addition, the card 33 Table of Contents networks require certain capital requirements.
It is possible that competitive pressures will result in the Company absorbing a portion of such increases in the future, which would increase its costs, reduce profit margin and adversely affect its business and financial condition. In addition, the card networks require certain capital requirements.
In the event that the Company is unable to perform all these tasks and meet these challenges effectively, its growth prospects and earnings could be adversely impacted. Uncertainty in the development, deployment, use and regulation of artificial intelligence could subject us to additional risks.
In the event that the Company is unable to perform all these tasks and meet these challenges effectively, its growth prospects and earnings could be adversely impacted. Uncertainty in the development, deployment, use and regulation of AI could subject us to additional risks.
The Company’s earnings depend, to a great extent, upon the level of its net interest income (the difference between the interest income earned on loans, investments, other interest earning assets, and the interest paid on interest bearing liabilities, such as deposits and borrowings).
The Company’s earnings depend, to a great extent, upon the level of its net interest income (the difference between the interest income earned on loans, investments, other interest earning assets, and the interest paid on interest bearing 27 Table of Contents liabilities, such as deposits and borrowings).
Similar to other large corporations, operational risk can manifest itself in many ways, such as errors related to failed or inadequate 29 Table of Contents processes, faulty or disabled computer systems, fraud by employees or outside persons and exposure to external events.
Similar to other large corporations, operational risk can manifest itself in many ways, such as errors related to failed or inadequate processes, faulty or disabled computer systems, fraud by employees or outside persons and exposure to external events.
As a result, a downturn in the local economy, generally and the real estate market specifically, could significantly reduce the Company’s profitability and growth and adversely affect its financial condition. ​ ​ 27 Table of Contents Risks Related to Market Interest Rates Changes in monetary policy may adversely affect our net interest income and profitability.
As a result of any of the foregoing, a downturn in the local economy, generally and the real estate market specifically, could significantly reduce the Company’s profitability and growth and adversely affect its financial condition. Risks Related to Market Interest Rates Changes in monetary policy may adversely affect our net interest income and profitability.
Compliance costs with the Dodd-Frank Act and its implementing regulations has and will continue to result in additional operating and compliance burdens that could have a material adverse effect on the business, financial condition, results of operations and growth prospects of the Company.
Compliance costs with the Dodd-Frank Act and its implementing regulations has and will continue to result in additional operating and compliance burdens that could have a material adverse effect on the business, financial condition, results of operations and growth prospects of the Company. During 2024, the Company exited its GPG BaaS business.
Risks Related to Lending Activities A substantial portion of the Company’s loan portfolio consists of CRE, including multi-family real estate loans, and commercial loans, which have a higher degree of risk than other types of loans. At December 31, 2024, $5.9 billion, or 98.3% of total loans, consisted of CRE and C&I loans.
Risks Related to Lending Activities A substantial portion of the Company’s loan portfolio consists of CRE, including multi-family real estate loans, and commercial loans, which have a higher degree of risk than other types of loans. At December 31, 2025, $6.7 billion, or 98.6% of total loans, consisted of CRE and C&I loans.
During the year ended December 31, 2024, we reported an other comprehensive gain of $789,000 related to net changes in unrealized losses in the AFS securities portfolio. Fluctuations in market value may be caused by changes in market interest rates or imbalances in supply and demand.
During the year ended December 31, 2025, we reported an other comprehensive gain of $24.1 million related to changes in net unrealized losses in the AFS securities portfolio. Fluctuations in market value may be caused by changes in market interest rates or imbalances in supply and demand.
Global pandemics, such as COVID-19, or localized epidemics, could have a significant adverse impact on our financial condition and results of operations and we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy worsens, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; our ACL may increase if borrowers experience financial difficulties, which will adversely affect our net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; our cybersecurity risks may increase if a significant number of our employees are forced to work remotely; and FDIC premiums may increase if the agency experiences additional resolution costs.
Global pandemics, or localized epidemics, could have a significant adverse impact on our financial condition and results of operations and we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy deteriorates, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; our ACL may increase if borrowers experience financial difficulties, which will adversely affect our net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; our cybersecurity risks may increase if a significant number of our employees are forced to work remotely; and FDIC premiums may increase if the agency experiences additional resolution costs. 32 Table of Contents Risks Related to the Company’s Merchant Services Regulatory scrutiny of non-bank financial service solutions and related technology considerations has recently increased.
Also, any sudden or prolonged market downturn in the United States or abroad, as a result of the above factors or otherwise could result in a decline in revenue and adversely affect the Company’s results of operations and financial condition, including capital and liquidity levels.
Also, any sudden or prolonged market downturn in the United States or abroad, as a result of the above factors or otherwise could result in a decline in revenue and adversely affect the Company’s results of operations and financial condition, including capital and liquidity levels. Severe weather events could adversely affect our business and affect client activity level.
Additional enforcement or other actions arising out of the prepaid debit card program or otherwise could have a materially adverse effect on the Company and the Bank’s assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations. For further discussion see Part I, Item 3.
Additional enforcement or other actions arising out of the prepaid debit card program or otherwise could have a materially adverse effect on the Company and the Bank’s assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations.
Any future changes could affect us in substantial and unpredictable ways. At this time, it is unclear whether and how any future changes or uncertainty surrounding future changes will adversely affect our business, financial condition and results of operations.
At this time, it is unclear whether and how any future changes or uncertainty surrounding future changes will adversely affect our business, financial condition and results of operations.
In addition, the Company may decide to undertake initiatives that are intended to improve, among other things, the scalability of our information systems, increase the Company’s data mining abilities, improve payment processing capabilities and enhance our customers’ experience.
In addition, the Company may decide to undertake initiatives that are intended to improve, among other things, the scalability of our information systems, increase the Company’s data mining abilities, improve payment processing capabilities and enhance our customers’ experience, including through the integration of general artificial intelligence (“AI”) in our platforms and infrastructure.
“Legal Proceedings.” Legislative and regulatory actions may increase the Company’s costs and impact its business, governance structure, financial condition or results of operations. Federal and state regulatory agencies frequently adopt changes to their regulations or change the manner in which existing regulations are applied.
For further discussion see Part I, Item 3., “Legal Proceedings.” 35 Table of Contents Legislative and regulatory actions may increase the Company’s costs and impact its business, governance structure, financial condition or results of operations. Federal and state regulatory agencies frequently adopt changes to their regulations or change the manner in which existing regulations are applied.
Federal bank regulators have increasingly focused on the risks related to bank and non-bank financial service company partnerships, raising concerns regarding risk management, oversight, internal controls, information security, change management, and information technology operational resilience.
Federal bank regulators have previously increased their focus on the risks related to bank and non-bank financial service company partnerships, and have raised concerns regarding risk management, oversight, internal controls, information security, change management, and information technology operational resilience.
Alternatively, we may be required to increase current compensation levels to attract and retain employees, which could negatively impact our business, financial condition, and results of operations.
In an effort to prevent the departure of our employees, we may be required to increase current compensation levels to attract and retain employees, which could negatively impact our business, financial condition, and results of operations.
Changes in the estimated fair value of securities may reduce stockholders’ equity and net income. At December 31, 2024, we had AFS securities with an amortized cost of $559.1 million and a fair value of $482.1 million.
Changes in the estimated fair value of securities may reduce stockholders’ equity and net income. At December 31, 2025, we had AFS securities with an amortized cost of $632.5 million and a fair value of $578.9 million.
A significant decline in local economic conditions, caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond the Company’s control, would likely cause an increase in the rates of delinquencies, defaults, foreclosures, bankruptcies and losses in its loan portfolio.
A significant decline in local economic conditions, caused by changes in inflation, regulatory or policy changes, including those made by local governments of municipalities we operate in, recession, relocations of businesses, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment, a decline in real estate values or other factors beyond the Company’s control, would likely cause an increase in the rates of delinquencies, defaults, foreclosures, bankruptcies and losses in its loan portfolio.
Uncertainty about the federal fiscal and regulatory policymaking process, the medium- and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors in the United States.
Uncertainty about the fiscal and regulatory policymaking process on the federal, state, and local level in municipalities where we operate, the medium- and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors.
As discussed below, if market interest rates rise in response to changes in the Federal Reserve Board’s monetary policy, such an increase could have an adverse effect on our net interest income and profitability. Interest rate shifts may reduce net interest income and otherwise negatively impact the Company’s financial condition and results of operations.
As discussed below, if market interest rates rise in response to changes in the Federal Reserve Board’s monetary policy, such an increase could have an adverse effect on our net interest income and profitability.
During 2024 the Company exited the GPG BaaS business, and only residual operational tasks remain to be completed. The Company has been subject to investigations by governmental entities concerning a prepaid debit card product program that was offered through the GPG BaaS business.
The Company has been subject to investigations by governmental entities concerning a prepaid debit card product program that was offered through the GPG BaaS business.
We could be subject to additional regulatory scrutiny with respect to our prior GPG BaaS business, our winddown process and lingering operational tasks which could have a material adverse effect on the business, financial condition, results of operations and growth prospects of the Company.
We could be subject to regulatory scrutiny with respect to our prior, current or future lines of business, products or services, which could have a material adverse effect on the business, financial condition, results of operations and growth prospects of the Company.
At December 31, 2024, the Company has $168.0 million of New York City rent-regulated stabilized multi-family loans, which had a weighted-average LTV of 42.1% at the date of the most recent appraisal, and a weighted average debt coverage ratio of 2.7x.
At December 31, 2025, the Company had $172.6 million of New York City rent-regulated stabilized multi-family loans, which had a weighted-average debt service coverage ratio of 2.7x and a weighted-average LTV of 44.7% based on the most recent appraisal.
If the Federal Reserve were to administer higher interest rates to tame inflationary price pressures, such increased rates could also push down asset prices and weaken economic activity.
If the Federal Reserve Board were to use monetary policy levers to raise interest rates to counteract inflationary price pressures, higher rates could also push down asset prices and weaken economic activity.
Other Risks Related to the Company’s Business New lines of business or new products and services may subject us to additional risks. From time to time, we may implement new lines of business or offer new financial products or services within existing lines of business.
From time to time, we may implement new lines of business or offer new financial products or services within existing lines of business.
The Company’s access to funding sources in amounts adequate to finance its activities, or on terms that are acceptable, could be impaired by factors that affect the Company directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry, a decrease in the level of the Company’s business activity as a result of a downturn in markets or by one or more adverse regulatory actions against the Company. 31 Table of Contents Any decline in available funding could adversely impact the Company’s ability to originate loans, invest in securities, meet expenses, or to fulfill obligations such as repaying borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on its liquidity, business, financial condition and results of operations.
The Company’s access to funding sources in amounts adequate to finance its activities, or on terms that are acceptable, could be impaired by factors that affect the Company directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry, a decrease in the level of the Company’s business activity as a result of a downturn in markets or by one or more adverse regulatory actions against the Company.
Changes in federal policies and regulations by the executive branch and regulatory agencies may occur over time through the new presidential administration’s and/or Congress’s policy and personnel changes, which could lead to changes impacting the Company. However, the nature, timing and economic and political effects of such potential changes remain highly uncertain.
Changes in federal policies and regulations by the executive branch and regulatory agencies may occur over time through the current presidential administration’s and/or Congress’s policy and personnel changes, which could lead to changes impacting the Company and its customers.
Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or reputational harm.
Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies.
Various assumptions and judgments about the collectability of the loan portfolio are made, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of many loans.
The Company may experience significant credit losses, which could have a material adverse effect on its operating results. Various assumptions and judgments about the collectability of the loan portfolio are made, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of many loans.
Risks Related to Business Strategy The Company may not be able to grow and if it does, it may have difficulty managing that growth. The Company’s ability to grow depends, in part, upon its ability to expand its market share, successfully attract deposits, and identify loan and investment opportunities as well as opportunities to generate fee-based income.
The Company’s ability to grow depends, in part, upon its ability to expand its market share, successfully attract deposits, and identify loan and investment opportunities as well as opportunities to generate fee-based income. The Company may not be successful in increasing the volume of loans and deposits at acceptable levels and upon terms it finds acceptable.
Any of the foregoing may result in decreased demand for our products, harm to our business, results of operations or reputation, or a negative impact on our customers and their business. The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, and privacy and data protection.
Any of the foregoing may result in decreased demand for our products, harm to our business, results of operations or reputation, or a negative impact on our customers and their business.
The FRB Consent Order and NYSDFS Consent Order constitute separate consensual resolutions with each of the FRB and the NYSDFS with respect to their investigations, each of which is now closed as a result of such order.
As previously disclosed, the Bank entered into consent orders with the FRB and NYDFS in 2023, each of which constituted separate consensual resolutions with each of the FRB and the NYDFS with respect to their investigations, each of which is now closed as a result of such order. The FRB has subsequently lifted its order.
Such regulatory agencies may require an increase in the ACL or the Company to recognize loan charge-offs. Any significant increase in the ACL or loan charge-offs as required by these regulatory agencies could have a material adverse effect on the results of operations and financial condition.
Any significant increase in the ACL or loan charge-offs as required by these regulatory agencies could have a material adverse effect on the results of operations and financial condition. 25 Table of Contents The performance of the Company’s multi-family and mixed-use loans could be adversely impacted by regulation.
If internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse impact on the Company’s business, financial condition and results of operations. 30 Table of Contents The Company relies heavily on its executive management team and other key employees and could be adversely affected by the unexpected loss of their services or the need to increase current compensation levels to attract and retain employees.
If internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse impact on the Company’s business, financial condition and results of operations.
Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on the business, financial condition, results of operations and prospects of the Company. A substantial majority of the Company’s loans and operations are in New York, and therefore its business is particularly vulnerable to a downturn in the New York City economy.
A substantial majority of the Company’s loans and operations are in New York, and therefore its business is particularly vulnerable to a downturn in the New York City economy.
The Company may not be successful in increasing the volume of loans and deposits at acceptable levels and upon terms it finds acceptable. The Company may also not be successful in expanding its operations organically or through strategic acquisitions while managing the costs and implementation risks associated with this growth strategy.
The Company may also not be successful in expanding its operations organically or through strategic acquisitions while managing the costs and implementation risks associated with this growth strategy. The Company previously exited from the business associated with digital currency entities and from the BaaS business.
In addition, the bodies that interpret the accounting standards (such as banking regulators, or outside auditors) may change their interpretations or positions on how these standards should be applied. These changes may be beyond the Company’s control, can be hard to predict, and can materially impact how it records and reports its financial condition and results of operations.
From time to time, the FASB or the SEC may change the financial accounting and reporting standards that govern the preparation of the Company’s financial statements. In addition, the bodies that interpret the accounting standards (such as banking regulators, or outside auditors) may change their interpretations or positions on how these standards should be applied.
An adverse development with respect to one loan or one credit relationship can expose the Company to significantly greater risk of loss compared to an adverse development with respect to a one-to four-family residential mortgage loan or a CRE loan. 25 Table of Contents If the allowance for credit losses is not sufficient to cover actual loan losses, earnings could decrease.
The Company’s plans to increase its portfolio of these loans could result in increased credit risk in the portfolio. An adverse development with respect to one loan or one credit relationship can expose the Company to significantly greater risk of loss compared to an adverse development with respect to a one-to four-family residential mortgage loan or a CRE loan.
A downturn in the real estate market and/or a challenging business and economic environment may increase the Company’s risk related to CRE, including multi-family real estate, and commercial loans. If the cash flows from business operations of our customers is reduced, the borrower may be unable to repay the loan according to the contractual terms of the loan agreement.
If the cash flows from business operations of our customers is reduced, the borrower may be unable to repay the loan according to the contractual terms of the loan agreement.
AI development or deployment practices by the Company, our customers, or third-party developers or vendors could result in unintended consequences. For example, AI algorithms could be flawed or may be based on datasets that are biased or insufficient.
The development, adoption, and use case for generative AI technologies are still in their early stages and may be ineffective or inadequate. AI development or deployment practices by the Company, our customers, or third-party developers or vendors could result in unintended consequences.
Loan customers may not repay their loans according to the terms of their loans, and the collateral securing the payment of their loans may be insufficient to assure repayment. The Company may experience significant credit losses, which could have a material adverse effect on its operating results.
If the allowance for credit losses is not sufficient to cover actual loan losses, earnings could decrease. Loan customers may not repay their loans according to the terms of their loans, and the collateral securing the payment of their loans may be insufficient to assure repayment.
At December 31, 2024, we reported an accumulated other comprehensive loss of $53.1 million, net of tax, related to net changes in unrealized losses in the AFS securities portfolio, which negatively impacted stockholders’ equity, as well as book value per common share. 28 Table of Contents Risks Related to the Company’s Operations A failure in the Company’s operational and/or information systems or infrastructure, or those of third parties, including cyber-attacks, could impair the Company’s liquidity, disrupt its businesses, result in the unauthorized disclosure of confidential information, damage its reputation, and cause financial losses.
Risks Related to the Company’s Operations A failure in the Company’s operational and/or information systems or infrastructure, or those of third parties, including cyber-attacks, could impair the Company’s liquidity, disrupt its businesses, result in the unauthorized disclosure of confidential information, damage its reputation, and cause financial losses.
Lower lending limits may discourage borrowers with lending needs that exceed these limits from doing business with the Company. The Company may try to serve such borrowers by selling loan participations to other financial institutions; however, this strategy may not succeed.
Lower lending limits may discourage borrowers with lending needs that exceed these limits from doing business with the Company.
Further, any new laws, rules and regulations, including changes to regulatory policy and the promulgation of new laws and regulations following the inauguration of the new presidential administration in the U.S, could make compliance more difficult or expensive. The Dodd-Frank Act, among other things, imposed higher capital requirements on bank holding companies and changed the rules regarding FDIC insurance premiums.
The Dodd-Frank Act, among other things, imposed higher capital requirements on bank holding companies and changed the rules regarding FDIC insurance premiums.
The Company’s business is also significantly affected by fiscal, monetary, regulatory and related policies of the U.S. federal government and its agencies, and the impact of the new U.S. presidential administration and Congress on those policies is uncertain. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond the Company’s control.
Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond the Company’s control.
Our customers are also facing changes in energy and commodity prices driven by climate change, as well as new regulatory requirements resulting in increased operational costs. Global pandemics, or localized epidemics, could adversely affect the Company’s financial condition and results of operations.
Global pandemics, or localized epidemics, could adversely affect the Company’s financial condition and results of operations.
Risks Related to Accounting Matters Changes in accounting standards could materially impact the Company’s financial statements. From time to time, the FASB or the SEC may change the financial accounting and reporting standards that govern the preparation of the Company’s financial statements.
Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or reputational harm. 34 Table of Contents Risks Related to Accounting Matters Changes in accounting standards could materially impact the Company’s financial statements.
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The Company’s plans to increase its portfolio of these loans could result in increased credit risk in the portfolio.
Added
A downturn in the real estate market and/or a challenging business and economic environment, particularly in the markets in which the Company operates, may increase the Company’s risk related to CRE, including multi-family real estate, and commercial loans.
Removed
The performance of the Company’s multi-family and mixed-use loans could be adversely impacted by regulation.
Added
Such regulatory agencies may require an increase in the ACL or the Company to recognize loan charge-offs.
Removed
Climate change could adversely affect our business, affect client activity levels and damage the Company’s reputation. Concerns over the long-term impacts of climate change have led, and will continue to lead, to governmental efforts around the world to mitigate those impacts. Consumers and businesses are also changing their behavior and business preferences as a result of these concerns.
Added
Borrowers may be further impacted in the event a halt in rent increases for all rent-stabilized apartments in New York City is implemented, as this would prevent them from being able to raise the rental rates on their affected rent-regulated properties at all.
Removed
New governmental regulations or guidance relating to climate change, as well as changes in consumers’ and businesses’ behaviors and business preferences, may affect whether and on what terms and conditions we will engage in certain activities or offer certain products or services.
Added
In addition, such a halt could have an adverse affect on the city’s real estate market overall, thereby further impairing the value of the security for the loan.
Removed
The governmental and supervisory focus on climate change could also result in the Company becoming subject to new or heightened regulatory requirements, such as requirements relating to operational resiliency or stress testing for various climate stress scenarios. Any such new or heightened requirements could result in increased regulatory, compliance or other costs or higher capital requirements.
Added
The Company’s business is also significantly affected by fiscal, monetary, regulatory and related policies of the U.S. federal government and its agencies and the impact of future policy changes made on the federal, state or municipal level is uncertain and such changes may be implemented with little or no prior notice.
Removed
In connection with the transition to a low carbon economy, legislative or public policy changes and changes in consumer sentiment could negatively impact the businesses and financial condition of our clients, which may decrease revenues from those clients and increase the credit risk associated with loans and other credit exposures to those clients.
Added
Adverse economic conditions as a result of these changes may result in labor shortages, a decline in real estate values in the markets we operate in, a significant increase in inflation rates (including in connection with rising interests rates through government action to fight inflationary trends), or a reduction in consumer confidence in the economy, all of which, along with government policy responses to such matters, could have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.
Removed
Our business, reputation and ability to attract and retain employees may also be harmed if our response to climate change is perceived to be ineffective or insufficient. Furthermore, the long-term impacts of climate change may have a negative impact on our customers and their businesses.
Added
For example, the implementation of a halt in rent increases for all rent-stabilized apartments in New York City could have an adverse affect on the city’s real estate market and, in turn, the overall local economy.
Removed
Risks Related to the Company’s Merchant Services and Global Payments Businesses The exit from all of the Company’s BaaS relationships may cost more than anticipated and may subject us to additional risk. During 2024 the Company exited the GPG BaaS business, and only residual operational tasks remain to be completed.
Added
In addition, new appointments to the Federal Reserve Board and changes to its leadership could affect monetary policy and interest rates, which could in turn affect our net interest income and profitability. Interest rate shifts may reduce net interest income and otherwise negatively impact the Company’s financial condition and results of operations.
Removed
Our results of operations could be adversely impacted in future periods if we cannot fully replace deposit accounts acquired through such BaaS relationships, if we incur additional, unanticipated costs, including if we face litigation or other reputational harm related to the winddown of the business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s Network and Cloud Administration is led by the CDO and is also responsible for managing security infrastructure and deploying, configuring, and managing various security solutions, tools and products to assist in safeguarding the Company’s information system infrastructure and operations. 40 Table of Contents Monitor Cybersecurity Incidents The IT Steering Committee, which is a subcommittee of the ERMC, established the Information Technology and Information Security Working Group (the “IT/IS Working Group”), which is comprised of the CDO, the Head of Information Technology Infrastructure, the CISO, the Information Security Officer, the Information Security Assurance Program Manager and certain other members of the Company’s information technology engineering staff.
Biggest changeThe Company’s Network and Cloud Administration is led by the CIO and is also responsible for managing security infrastructure and deploying, configuring, and managing various security solutions, tools and products to assist in safeguarding the Company’s information system infrastructure and operations. Monitor Cybersecurity Incidents The CISO implements and oversees policies and processes for the regular monitoring of our information systems.
If the Company is notified of a cybersecurity incident affecting the Company’s information systems, either by an employee, our defensive infrastructure, a regular system audit or another mechanism, the IRT, led by the CDO, will perform the technical functions required to analyze and contain such an incident, including, but not limited to, technical triage, in-depth analysis, technical mitigation and any necessary recovery actions.
If the Company is notified of a cybersecurity incident affecting the Company’s information systems, either by an employee, our defensive infrastructure, a regular system audit or another mechanism, the IRT, led by the CIO, will perform the technical functions required to analyze and contain such an incident, including, but not limited to, technical triage, in-depth analysis, technical mitigation and any necessary recovery actions.
For more information regarding the risks we face from cybersecurity threats, see Part I, Item 1A., “Risk Factors— Risks Related to the Company’s Operations—A failure in the Company’s operation and/or information systems or infrastructure, or those of third parties, including cyber-attacks, could impair the Company’s liquidity, disrupt its businesses, result in the unauthorized disclosure of confidential information, damage its reputation, and cause financial losses .” 38 Table of Contents Governance Board of Directors Oversight Our information security program is designed to ensure adequate governance, and oversight is in place while evolving to meet changes in applicable laws and regulations, and industry best practices.
For more information regarding the risks we face from cybersecurity threats, see Part I, Item 1A., “Risk Factors— Risks Related to the Company’s Operations—A failure in the Company’s operation and/or information systems or infrastructure, or those of third parties, including cyber-attacks, could impair the Company’s liquidity, disrupt its businesses, result in the unauthorized disclosure of confidential information, damage its reputation, and cause financial losses .” Governance Board of Directors Oversight Our information security program is designed to ensure adequate governance and oversight is in place while evolving to meet changes in applicable laws and regulations, and industry best practices.
The Company’s Third-Party Risk Management Officer (the “TPRM”) conducts security and risk assessments of all third-party providers before engagement and monitors these third-party providers on an ongoing basis to assess each provider’s compliance with the Company’s cybersecurity standards, which are intended to be commensurate with the level of risk and complexity of the relationship with, and the activities performed by, a given provider engaged by the Company.
The Company’s Third-Party Risk Management Office (the “TPRM”) conducts security and risk assessments of all third-party providers before engagement and monitors these third-party providers on an ongoing basis to assess each provider’s compliance with the Company’s cybersecurity standards, which are intended to be commensurate with the level of risk and complexity of the relationship with, and the activities performed by, a given provider engaged by the Company.
The Company’s CDO has extensive experience in establishing and maintaining scalable and secure technology systems and is responsible for maintaining the Company’s various digital platforms. Our CDO worked in various systems, information technology and digital managerial roles at a global financial and investment firm prior to joining the Company.
The Company’s CIO has extensive experience in establishing and maintaining scalable and secure technology systems and is responsible for maintaining the Company’s various digital platforms. Our CIO worked in various systems, information technology and digital managerial roles at a global financial and investment firm prior to joining the Company.
We also engage third-party services on an ongoing basis to conduct independent audits of our risk management systems. These engagements enable us to leverage specialized knowledge and insights and assist the Company with its goal of maintaining cybersecurity strategies and processes that are consistent with industry best practices.
We also engage third-party services on an ongoing basis to conduct independent audits of our information security and information technology risk management systems. These engagements enable us to leverage specialized knowledge and insights and assist the Company with its goal of maintaining cybersecurity strategies and processes that are consistent with industry best practices.
See “—Governance— Board of Directors Oversight .” Engage Third-parties on Risk Management Recognizing the complexity and evolving nature of cybersecurity threats, the Company engages with a range of external experts from time to time, including cybersecurity assessors, risk management professionals, and other consultants, in evaluating and testing our risk management systems.
See “—Governance— Board of Directors Oversight .” Engage Third-parties on Risk Management Recognizing the complexity and evolving nature of cybersecurity threats, the Company engages with a range of external experts from time to time, including cybersecurity assessors, risk management professionals, and other consultants, in 38 Table of Contents evaluating and testing our risk management systems.
The IT Steering Committee is composed of senior members of management, including the CDO, the CRO and the CISO. The IT Steering Committee oversees information technology matters at the Company, including the implementation of all cybersecurity policies, standards, guidelines and procedures.
The IT Steering Committee is composed of senior members of management, including the CIO, the CRO and the CISO. The IT Steering Committee oversees information technology matters at the Company, including the implementation of all cybersecurity policies, standards, guidelines and procedures.
In addition, the CISO is empowered to escalate material cybersecurity threats or incidents and strategic risk management decisions to the Board of Directors so that they can provide appropriate oversight and guidance on these critical cybersecurity issues within the context of the Company’s overall strategic objectives and business operations.
In addition, the CISO is empowered to 39 Table of Contents escalate material cybersecurity threats or incidents and strategic risk management decisions to the Board of Directors so that they can provide appropriate oversight and guidance on these critical cybersecurity issues within the context of the Company’s overall strategic objectives and business operations.
In addition to these scheduled meetings, the Risk Committee, the CISO, the CDO, the CRO, and other members of management maintain ongoing dialogues with respect to emerging or potential cybersecurity threats.
In addition to these scheduled meetings, the Risk Committee, the CISO, the CIO, the CRO, and other members of management maintain ongoing dialogues with respect to emerging or potential cybersecurity threats.
Management’s Role Managing Risk The Company’s Enterprise Risk Management Committee (the “ERMC”), an interdepartmental, management-level committee, meets at least quarterly and is responsible for ensuring that the Company has appropriate policies and procedures in place to help identify, measure, monitor and control potentially significant business risks.
Management’s Role Managing Risk The Company’s ERMC, an interdepartmental, management-level committee, meets at least quarterly and is responsible for ensuring that the Company has appropriate policies and procedures in place to help identify, measure, monitor and control potentially significant business risks.
Managing Material Risks & Integrated Overall Risk Management The Company has integrated cybersecurity risk management into its broader risk management framework in order to promote a culture that values protecting sensitive information. This integration is intended to promote the inclusion of 37 Table of Contents cybersecurity considerations in decision-making processes throughout the Company.
Managing Material Risks & Integrated Overall Risk Management The Company has integrated cybersecurity risk management into its broader risk management framework in order to promote a culture that values protecting sensitive information. This integration is intended to promote the inclusion of cybersecurity considerations in decision-making processes throughout the Company.
Our CDO’s technical and managerial experience is helpful for developing and executing our cybersecurity strategies. The CDO helps to oversee the Company’s efforts to improve its system’s capabilities, reliability, scalability and security. The Company’s CRO is responsible for identifying, controlling and mitigating risks that could impact the Company’s operations.
Our CIO’s technical and managerial experience is helpful for developing and executing our cybersecurity strategies. The CIO helps to oversee the Company’s efforts to improve its system’s capabilities, reliability, scalability and security. The Company’s CRO is responsible for identifying, controlling and mitigating risks that could impact the Company’s operations.
The incorporation of these reports into the ERMC’s meetings is intended to promote the inclusion of cybersecurity considerations in the risk management decision-making processes throughout the Company. The Information Technology/Information Security Steering Committee (the “IT Steering Committee”) reports directly into the ERMC and meets at least quarterly.
The incorporation of these reports into the ERMC’s meetings is intended to promote the inclusion of a wide range of risks, including cybersecurity considerations, in the overall risk management decision-making processes throughout the Company. The Information Technology/Information Security Steering Committee (the “IT Steering Committee”) reports directly into the ERMC and meets at least quarterly.
Management, the Company’s Chief Digital Officer (the “CDO”), the CRO, and the Incident Management Team (the “IMT”) are also required to report cybersecurity threats and incidents to the Risk Committee and/or the Board of Directors, as applicable.
Management, including the Company’s Chief Information Officer (the “CIO”), the CRO, and the Incident Management Team (the “IMT”) are also required to report cybersecurity threats and incidents to the Risk Committee and/or the Board of Directors, as applicable.
Our CRO’s decades of experience managing the various risks faced by financial institutions is helpful for developing and executing our cybersecurity strategies in a manner that is aligned with the overall risk management framework of the Company.
Our CRO’s decades of experience managing enterprise risks faced by financial institutions supports our development and execution of our cybersecurity strategies in a manner that is aligned with the overall risk management framework of the Company.
In addition, the IT Steering Committee provides quarterly reports to the ERMC and the Risk Committee regarding any information-technology-related matters that, in the opinion of the IT Steering Committee, should be escalated.
In addition, the IT Steering Committee provides periodic updates related to any identified risks or any information-technology-related matters that, in the opinion of the IT Steering Committee, should be escalated to the ERMC and the Risk Committee of the Board.
The annual reports encompass a broad range of topics, including: ● Confidentiality of nonpublic information and the integrity and security of the Company’s information systems; ● Cybersecurity policies and procedures; ● Material cybersecurity risks; ● Effectiveness of our cybersecurity program; and ● Any material cybersecurity incidents.
The annual reports encompass a broad range of topics, including: ● Confidentiality of nonpublic information and the integrity and security of the Company’s information systems; ● Cybersecurity policies and procedures; ● Material cybersecurity risks; ● Cybersecurity program budget and resourcing considerations; ● Effectiveness of our cybersecurity program, including as benchmarked against applicable regulatory requirements and industry standard frameworks; and ● Any material cybersecurity incidents.
The CISO helps to oversee the Company’s information security policies and programs, perform risk and vulnerability assessments of the Company’s information systems, and coordinate responses to cybersecurity incidents in conjunction with the CDO, the Company’s Incident Response Team (the “IRT”), the IMT and management.
Our CISO’s technical and business experience is helpful for developing and executing our cybersecurity strategies. The CISO helps to oversee the Company’s information security policies and programs, perform risk and vulnerability assessments of the Company’s information systems, and coordinate responses to cybersecurity incidents in conjunction with the CIO, the Company’s Incident Response Team (the “IRT”), the IMT and management.
In addition, the TPRM conducts an annual risk assessment of any third-party provider that provides critical services to the Company or has access to customers’ protected data.
In addition, the TPRM conducts routine risk assessments of any third-party provider, including those that provide critical services to the Company or have access to customers’ protected data.
The CISO plays an important role in the prevention, detection, mitigation, and remediation of cybersecurity incidents and in informing management, the Risk Committee and the Board of Directors on cybersecurity risks and issues. The CISO provides quarterly briefings to the Risk Committee on any significant information security issues, relevant cybersecurity metrics and the status of the Company’s security-related strategic initiatives.
The CISO plays an important role in the prevention, detection, mitigation, and remediation of cybersecurity incidents and in informing management, the Risk Committee and the Board of Directors on cybersecurity risks and issues.
In connection with these responsibilities, the ERMC receives quarterly risk and control self-assessments and action plans for risk remediation, if required, to reduce residual risks. This includes information security action plans from the CISO, the CDO, and/or other key stakeholders.
In connection with these responsibilities, the ERMC receives detailed quarterly risk reports prepared by the CRO that identify various enterprise level risks and include proposed management action plans and strategies for risk mitigation and remediation, if required, to reduce residual risk exposures. This includes information security action plans from the CISO, the CIO, and/or other key stakeholders.
The Risk Committee also receives reports and updates from management regarding significant cybersecurity developments so that the Board of Directors can be promptly notified, as and when appropriate, of any threats or incidents as well as management’s proposed responses.
The Risk Committee also receives reports and updates from management regarding significant cybersecurity developments so that the Board of Directors can be promptly notified, as and when appropriate, of any threats or incidents as well as management’s proposed responses. 40 Table of Contents Risk Management Personnel The Company’s CISO has extensive experience in the field of cybersecurity and is responsible for managing the Company’s cybersecurity risks and ensuring that the Company’s security posture is aligned with its business objectives.
As discussed above, the CISO also provides 39 Table of Contents mid-year and annual reports to the full Board of Directors regarding the state of the Company’s information security program.
The CISO provides quarterly briefings to the Risk Committee on any significant information security issues, relevant cybersecurity metrics, key performance indicators and the status of the Company’s security-related strategic initiatives. As discussed above, the CISO also provides mid-year and annual reports to the full Board of Directors regarding the state of the Company’s information security program.
Removed
Risk Management Personnel The Company’s CISO has extensive experience in the field of cybersecurity and is responsible for managing the Company’s cybersecurity risks and ensuring that the Company’s security posture is aligned with its business objectives. Our CISO’s technical and business experience is helpful for developing and executing our cybersecurity strategies.
Added
We design our program based on the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. This does not imply that we meet any particular technical standards, specifications, or requirements, but that we use the NIST framework as a guide to help us identify, assess, and manage cybersecurity risks.
Removed
The mission of the IT/IS Working Group is to foster the sharing of information among departments regarding existing and emerging threats and risks related to cybersecurity and related compliance issues in order to better integrate cybersecurity risk management and increase awareness of cybersecurity threats throughout the Company.
Removed
This group meets on a weekly basis to discuss, among other things, vulnerability management, threat and risk analysis and the status of our continued enhancements to the Company’s information security infrastructure that are intended to further manage and mitigate future risks. The CISO implements and oversees policies and processes for the regular monitoring of our information systems.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, each of the Company’s offices and banking centers are leased, except for its Brooklyn banking center located at 5102 13th Avenue, Brooklyn, which the Company owns. We also lease a property in Florida that is utilized as a loan production office and a property in New Jersey that is utilized as an administrative office.
Biggest changeAs of December 31, 2025, each of the Company’s offices and banking centers are leased, except for its Brooklyn banking center located at 5102 13th Avenue, Brooklyn, which the Company owns. We also lease a property in Miami, Florida that is utilized as a loan production office.
All the leases on these properties expire at various dates through 2041. The Company believes that current facilities at its offices and branches are adequate to meet its present and foreseeable needs.
All the leases on these properties expire at various dates through 2041. 41 Table of Contents The Company believes that current facilities at its offices and branches are adequate to meet its present and foreseeable needs.
Item 2. Properties The Company’s headquarters are located at 99 Park Avenue, New York, New York. The Company has six banking centers – four are in Manhattan, New York, one is in Brooklyn, New York and one is in Long Island, New York.
Item 2. Properties The Company’s headquarters are located at 99 Park Avenue, New York, New York. The Company has seven banking centers – four are in Manhattan, New York, one is in Brooklyn, New York, one is in Lakewood, New Jersey and one is in Long Island, New York.
Added
Additionally, we have entered into a lease on a property in West Palm Beach, Florida that we plan to open as a banking center in the second quarter of 2026.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe FRB Consent Order and NYSDFS Consent Order constitute separate consensual resolutions with each of the FRB and the NYSDFS with respect to their investigations, each of which is now closed as a result of such order.
Biggest changeAs previously disclosed, the Bank entered into consent orders with each of the FRB and NYDFS in 2023, each of which constituted separate consensual resolutions with the FRB and the NYDFS with respect to their investigations concerning a prepaid debit card product program that was offered through the GPG BaaS business, each of which is now closed as a result of such order.
Item 3. Legal Proceedings There have been investigations by governmental entities concerning a prepaid debit card product program that was offered by the GPG BaaS business. These include investigations involving the Company and the Bank by the Board of Governors of the FRB and certain state authorities, including the NYSDFS.
Item 3. Legal Proceedings There have been investigations by governmental entities concerning a prepaid debit card product program that was offered by the GPG BaaS business. These include investigations involving the Company and the Bank by the Board of Governors of the FRB and certain state authorities, including the NYDFS.
In addition to the matters described above, the Company is subject to various other pending and threatened legal actions relating to the conduct of its business activities, as well as inquiries and investigations from regulators, including but not limited to, the FRB and the NYSDFS.
In addition to the matters described above, the Company is subject to various other pending and threatened legal actions relating to the conduct of its business activities, as well as inquiries and investigations from regulators, including but not limited to, the FRB and the NYDFS.
In the opinion of management, as of December 31, 2024, the ultimate aggregate liability, if any, arising out of any such other pending or threatened matters will not be material to the Company’s financial condition, results of operations, and liquidity. ​
In the opinion of management, as of December 31, 2025, the ultimate aggregate liability, if any, arising out of any such other pending or threatened matters will not be material to the Company’s financial condition, results of operations, and liquidity.
Additional enforcement or other actions arising out of the prepaid debit card program in question, along with any other matters arising out of the foregoing program, could have a materially adverse effect on the Company and the Bank’s assets, business, cash flows, financial condition, liquidity, 41 Table of Contents prospects and/or results of operations.
Additional enforcement or other actions arising out of the prepaid debit card program in question, along with any other matters arising out of the foregoing program, could have a materially adverse effect on the Company and the Bank’s assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations.
Litigation is inherently uncertain and the Company cannot reasonably estimate the maximum potential exposure or the range of possible loss in association with this matter.
Litigation is inherently uncertain, and the Company cannot reasonably estimate the maximum potential exposure or the range of possible loss in association with this matter in the event the Plaintiff’s appeal is ultimately successful.
In the third quarter of 2024, the Company recorded a $10.0 million regulatory reserve in connection with an investigation by the Attorney General of the State of Washington that was resolved in the fourth quarter of 2024.
The FRB has subsequently lifted its order. In the third quarter of 2024, the Company recorded a $10.0 million regulatory reserve in connection with an investigation by the Attorney General of the State of Washington that was resolved in the fourth quarter of 2024.
Since 2020, the Bank has been actively working to enhance its processes and procedures so as to more effectively and efficiently address the issues identified in the course of these investigations. On November 21, 2024, Michael Wyse, as Plan Administrator for the Voyager Wind-Down Debtor, filed an action in U.S.
Since 2020, the Bank has been actively working to enhance its processes and procedures so as to more effectively and efficiently address the issues identified in the course of these investigations.
Removed
As previously disclosed, the Bank entered into (i) an Order to Cease and Desist and Order of Assessment of a Civil Money Penalty Issued Upon Consent with the FRB (the “FRB Consent Order”), effective October 16, 2023, and (ii) a Consent Order with the NYSDFS (the “NYSDFS Consent Order”), effective October 18, 2023.
Added
With respect to the previously disclosed litigation brought by Michael Wyse, as Plan Administrator for the Voyager Wind-Down Debtor (the “Plaintiff”), alleging that the Bank was responsible for fraud committed by Voyager Digital Holdings, Inc. against its customers, the Company’s motion to dismiss, filed in February 2025, was granted as to all counts on August 4, 2025.
Removed
District Court for the Southern District of New York in which the Bank was named as defendant. The complaint asserts that the Bank is responsible for alleged fraud by Voyager against its own customers and that the Bank is responsible for Voyager’s own alleged offering and sales of unregistered securities.
Added
The Plaintiff has since filed its appeal with the U.S. Court of Appeals for the Second Circuit. The Company intends to continue to defend the case vigorously.
Removed
The Voyager Wind-Down Debtor was established pursuant to the plan approved by the Bankruptcy Court overseeing the bankruptcy of Voyager Digital Holdings, Inc. (“Voyager”) and its debtor affiliates. The complaint does not allege any specific amount of damages.
Added
While the future outcome of litigation or regulatory matters cannot be determined at this time, in the opinion of management, as of December 31, 2025, the aggregate liability, if any, arising out of any such pending or threatened legal actions are not expected to be material to the Company’s financial condition, results of operations, and liquidity.
Removed
The Bank intends to defend the case vigorously, including seeking dismissal based upon what the Bank considers to be faulty premises and meritless allegations. As a result of the bankruptcy, the Bank accounted for and transmitted all funds held in the Bank’s FBO account owed to Voyager customers.
Added
For additional information regarding certain legal proceedings, see “Legal and Regulatory Proceedings” in NOTE 15 — COMMITMENTS AND CONTINGENCIES to the Company’s consolidated financial statements in this Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThere were no sales of unregistered securities or repurchases of shares of common stock during the year ended December 31, 2024. ​ 43 Table of Contents Performance Graph The following graph compares, for the period from December 31, 2019 through December 31, 2024, the cumulative shareholder return (change in the stock price plus reinvested dividends) for the common stock of the Company with the cumulative return for the (i) Standard and Poor’s 500 (“S&P 500”) Index and (ii) KBW Bank Index.
Biggest changeSee Part I, Item 1A., “Risk Factors–– Risks Related to Ownership of the Company’s Common Stock –– Although we have implemented a share repurchase program, we have discretion to not repurchase shares and to amend or suspend the program. ” Performance Graph The following graph compares, for the period from December 31, 2020 through December 31, 2025, the cumulative shareholder return (change in the stock price plus reinvested dividends) for the common stock of the Company with the cumulative return for the (i) Standard and Poor’s 500 (“S&P 500”) Index and (ii) KBW Bank Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s shares of common stock are traded on the New York Stock Exchange under the symbol “MCB”. The approximate number of holders of record of the Company’s common stock as of February 24, 2025 was 63.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s shares of common stock are traded on the New York Stock Exchange under the symbol “MCB”. The approximate number of holders of record of the Company’s common stock as of February 13, 2026 was 40.
The performance reflected below assumes that $100 was invested in our common stock and each of the indices at their closing prices on December 31, 2019. The performance of our common stock reflected below is not necessarily indicative of our future performance. ​
The performance reflected below assumes that $100 was invested in our common stock and each of the indices at their closing prices on December 31, 2020. The performance of our common stock reflected below is not necessarily indicative of our future performance. ​ 44 Table of Contents ​
Any future determination to pay dividends on the Company’s common stock will be made by its Board of Directors and will depend on a number of factors, including: ● historical and projected financial condition, liquidity and results of operations; ● the Company’s capital levels and requirements; ● statutory and regulatory prohibitions and other limitations; ● any contractual restriction on the Company’s ability to pay cash dividends, including pursuant to the terms of any of its credit agreements or other borrowing arrangements; ● business strategy; ● tax considerations; ● alternative use of funds, such as for any potential acquisitions; ● general economic conditions; and ● other factors deemed relevant by the Board of Directors.
Although the Company also declared a cash dividend of $0.20 per share in 2026, the declaration and payment of future dividends to holders of our common stock is at the discretion of our Board of Directors and depends on a number of factors, including: ● historical and projected financial condition, liquidity and results of operations; ● the Company’s capital levels and requirements; ● statutory and regulatory prohibitions and other limitations; ● any contractual restriction on the Company’s ability to pay cash dividends, including pursuant to the terms of any of its credit agreements or other borrowing arrangements; ● business strategy; ● tax considerations; ● alternative use of funds, such as for any potential acquisitions; ● general economic conditions; and ● other factors deemed relevant by the Board of Directors.
The Company’s common stock began trading on the New York Stock Exchange on November 8, 2017. The Company has not declared any dividends to date. The Company has not historically declared or paid cash dividends on its common stock.
The Company’s common stock began trading on the New York Stock Exchange on November 8, 2017. We declared cash dividends of $0.15 per share in each of the third and fourth quarters of 2025, respectively.
Added
See Part I, Item 1A., “Risk Factors–– Risks Related to Ownership of the Company’s Common Stock –– We may not pay regular future dividends on our common stock and thus shareholders should look to appreciation of our common stock to realize a gain on their investments. ” There were no sales of unregistered securities during the year ended December 31, 2025.
Added
The following table sets forth information regarding the shares of common stock repurchased by the Company during the three months ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ Dollar ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ Value of ​ ​ ​ ​ ​ ​ ​ Purchased as ​ ​ Shares That ​ ​ Total ​ ​ ​ ​ Part of ​ ​ May Yet Be ​ ​ Number of ​ ​ Average ​ Publicly ​ ​ Purchased ​ ​ Shares ​ ​ Price Paid ​ Announced ​ ​ Under Period ​ Purchased ​ ​ ​ Per Share Plans ​ ​ the Plans October 1, 2025 to October 31, 2025 (1) ​ 67,421 ​ $ 68.09 ​ 67,421 ​ $ 45,409,088 November 1, 2025 to November 30 2025 ​ 226,180 ​ ​ 68.12 ​ 226,180 ​ ​ 30,001,145 December 1, 2025 to December 31 2025 ​ — ​ ​ — ​ — ​ ​ 30,001,145 Total ​ 293,601 ​ $ 68.12 ​ 293,601 ​ ​ ​ ​ (1) On July 17, 2025, the Company’s Board of Directors approved a share repurchase plan with authorization to purchase up to an additional $50 million of the Company’s common stock.
Added
In aggregate, the Board of Directors has authorized $100 million of share repurchases since March 2025. 43 Table of Contents The Company may repurchase shares of common stock from time to time on the open market or by other means in accordance with applicable securities laws and other restrictions, including, in part, under a Rule 10b5-1 plan.
Added
The number of shares to be repurchased and the timing of repurchases, if any, will depend on several factors, including market conditions, prevailing share price, corporate and regulatory requirements, and other considerations.
Added
The share repurchase plan has no expiration date, may be discontinued or suspended at any time and does not obligate the Company to acquire any amount of its common stock.

Item 7. Management's Discussion & Analysis

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

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Biggest changeThe yields set forth below include the effect of deferred loan origination fees and costs, and purchase discounts and premiums that are amortized or accreted to interest income. ​ 54 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, 2024 ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ Average ​ ​ ​ ​ Yield / ​ ​ Average ​ ​ ​ ​ Yield / ​ Average ​ ​ ​ ​ Yield / (dollars in thousands) ​ Balance ​ Interest ​ Rate ​ ​ Balance ​ Interest ​ Rate ​ Balance ​ Interest ​ Rate Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans (1) ​ $ 5,842,570 ​ $ 429,748 7.36 % ​ $ 5,147,653 ​ $ 345,039 6.70 % ​ $ 4,361,412 ​ $ 231,851 5.32 % Available-for-sale securities ​ 576,040 ​ 12,917 2.24 ​ ​ 527,873 ​ 8,865 1.68 ​ ​ 538,425 ​ 6,921 1.29 ​ Held-to-maturity securities ​ 450,048 ​ 8,369 1.86 ​ ​ 499,379 ​ 9,608 1.92 ​ ​ 495,812 ​ 8,682 1.75 ​ Equity investments - non-trading ​ ​ 3,377 ​ ​ 92 ​ 2.73 ​ ​ ​ 2,381 ​ ​ 52 ​ 2.17 ​ ​ ​ 2,339 ​ ​ 32 ​ 1.37 ​ Overnight deposits ​ 269,472 ​ 15,013 5.57 ​ ​ 176,813 ​ 9,319 5.20 ​ ​ 1,156,468 ​ 12,314 1.05 ​ Other interest-earning assets ​ 29,386 ​ 2,240 7.62 ​ ​ 33,061 ​ 2,522 7.63 ​ ​ 16,700 ​ 939 5.62 ​ Total interest-earning assets ​ 7,170,893 ​ 468,379 6.53 ​ ​ 6,387,160 ​ 375,405 5.88 ​ ​ 6,571,156 ​ 260,739 3.97 ​ Non-interest-earning assets ​ 182,936 ​ ​ ​ 169,377 ​ ​ ​ 90,495 ​ ​ Allowance for credit losses ​ (60,384) ​ ​ ​ (49,923) ​ ​ ​ (40,020) ​ ​ Total assets ​ $ 7,293,445 ​ ​ ​ $ 6,506,614 ​ ​ ​ $ 6,621,631 ​ ​ Liabilities and Stockholders' Equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market and savings accounts ​ $ 4,298,166 ​ ​ 195,695 4.55 ​ ​ $ 3,299,427 ​ ​ 127,494 3.86 ​ ​ $ 2,652,502 ​ ​ 28,694 1.08 ​ Certificates of deposit ​ 57,227 ​ 2,318 4.05 ​ ​ 42,926 ​ 1,183 2.76 ​ ​ 59,645 ​ 590 0.99 ​ Total interest-bearing deposits ​ 4,355,393 ​ 198,013 4.55 ​ ​ 3,342,353 ​ 128,677 3.85 ​ ​ 2,712,147 ​ 29,284 1.08 ​ Borrowed funds ​ 336,364 ​ 17,282 5.14 ​ ​ 445,061 ​ 23,892 5.37 ​ ​ 45,878 ​ 2,297 5.00 ​ Total interest-bearing liabilities ​ 4,691,757 ​ 215,295 4.59 ​ ​ 3,787,414 ​ 152,569 4.03 ​ ​ 2,758,025 ​ 31,581 1.15 ​ Non-interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest-bearing deposits ​ 1,788,170 ​ ​ ​ 1,960,469 ​ ​ ​ 3,223,606 ​ ​ Other non-interest-bearing liabilities ​ 119,364 ​ ​ ​ 137,725 ​ ​ ​ 61,213 ​ ​ Total liabilities ​ 6,599,291 ​ ​ ​ 5,885,608 ​ ​ ​ 6,042,844 ​ ​ Stockholders' equity ​ 694,154 ​ ​ ​ 621,006 ​ ​ ​ 578,787 ​ ​ Total liabilities and equity ​ $ 7,293,445 ​ ​ ​ $ 6,506,614 ​ ​ ​ $ 6,621,631 ​ ​ Net interest income ​ ​ $ 253,084 ​ ​ ​ $ 222,836 ​ ​ ​ $ 229,158 ​ Net interest rate spread (2) ​ ​ 1.94 % ​ ​ 1.85 % ​ ​ 2.82 % Net interest margin (3) ​ ​ 3.53 % ​ ​ 3.49 % ​ ​ 3.49 % Total cost of deposits (4) ​ ​ 3.22 % ​ ​ 2.43 % ​ ​ 0.49 % Total cost of funds (5) ​ ​ 3.32 % ​ ​ ​ 2.65 % ​ ​ ​ 0.53 % (1) Amount includes deferred loan fees and non-performing loans.
Biggest changeThe yields set forth below include the effect of deferred loan origination fees and costs, and purchase discounts and premiums that are amortized or accreted to interest income and prepayment income. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, 2025 ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ Average ​ ​ ​ ​ Yield / ​ ​ Average ​ ​ ​ ​ Yield / ​ Average ​ ​ ​ ​ Yield / (dollars in thousands) ​ Balance ​ Interest ​ Rate ​ ​ Balance ​ Interest ​ Rate ​ Balance ​ Interest ​ Rate Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans (1) ​ $ 6,573,447 ​ $ 480,497 7.31 % ​ $ 5,842,570 ​ $ 429,748 7.36 % ​ $ 5,147,653 ​ $ 345,039 6.70 % Available-for-sale securities ​ 609,162 ​ 16,128 2.65 ​ ​ 576,040 ​ 12,917 2.24 ​ ​ 527,873 ​ 8,865 1.68 ​ Held-to-maturity securities ​ 391,642 ​ 7,304 1.87 ​ ​ 450,048 ​ 8,369 1.86 ​ ​ 499,379 ​ 9,608 1.92 ​ Equity investments - non-trading ​ ​ 5,664 ​ ​ 169 ​ 2.97 ​ ​ ​ 3,377 ​ ​ 92 ​ 2.73 ​ ​ ​ 2,381 ​ ​ 52 ​ 2.17 ​ Overnight deposits ​ 211,880 ​ 9,347 4.41 ​ ​ 269,472 ​ 15,013 5.57 ​ ​ 176,813 ​ 9,319 5.20 ​ Other interest-earning assets ​ 27,661 ​ 1,833 6.63 ​ ​ 29,386 ​ 2,240 7.62 ​ ​ 33,061 ​ 2,522 7.63 ​ Total interest-earning assets ​ 7,819,456 ​ 515,278 6.59 ​ ​ 7,170,893 ​ 468,379 6.53 ​ ​ 6,387,160 ​ 375,405 5.88 ​ Non-interest-earning assets ​ 137,373 ​ ​ ​ ​ ​ 182,936 ​ ​ ​ ​ ​ 169,377 ​ ​ ​ ​ Allowance for credit losses ​ (76,069) ​ ​ ​ ​ ​ (60,384) ​ ​ ​ ​ ​ (49,923) ​ ​ ​ ​ Total assets ​ $ 7,880,760 ​ ​ ​ ​ ​ $ 7,293,445 ​ ​ ​ ​ ​ $ 6,506,614 ​ ​ ​ ​ Liabilities and Stockholders' Equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market and savings accounts ​ $ 5,238,150 ​ ​ 193,079 3.69 ​ ​ $ 4,298,166 ​ ​ 195,695 4.55 ​ ​ $ 3,299,427 ​ ​ 127,494 3.86 ​ Certificates of deposit ​ 139,676 ​ 5,731 4.10 ​ ​ 57,227 ​ 2,318 4.05 ​ ​ 42,926 ​ 1,183 2.76 ​ Total interest-bearing deposits ​ 5,377,826 ​ 198,810 3.70 ​ ​ 4,355,393 ​ 198,013 4.55 ​ ​ 3,342,353 ​ 128,677 3.85 ​ Borrowed funds ​ 274,672 ​ 13,233 4.82 ​ ​ 336,364 ​ 17,282 5.14 ​ ​ 445,061 ​ 23,892 5.37 ​ Total interest-bearing liabilities ​ 5,652,498 ​ 212,043 3.75 ​ ​ 4,691,757 ​ 215,295 4.59 ​ ​ 3,787,414 ​ 152,569 4.03 ​ Non-interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest-bearing deposits ​ 1,360,516 ​ ​ ​ ​ ​ 1,788,170 ​ ​ ​ ​ ​ 1,960,469 ​ ​ ​ ​ Other non-interest-bearing liabilities ​ 135,135 ​ ​ ​ ​ ​ 119,364 ​ ​ ​ ​ ​ 137,725 ​ ​ ​ ​ Total liabilities ​ 7,148,149 ​ ​ ​ ​ ​ 6,599,291 ​ ​ ​ ​ ​ 5,885,608 ​ ​ ​ ​ Stockholders' equity ​ 732,611 ​ ​ ​ ​ ​ 694,154 ​ ​ ​ ​ ​ 621,006 ​ ​ ​ ​ Total liabilities and equity ​ $ 7,880,760 ​ ​ ​ ​ ​ $ 7,293,445 ​ ​ ​ ​ ​ $ 6,506,614 ​ ​ ​ ​ Net interest income ​ ​ ​ $ 303,235 ​ ​ ​ ​ ​ $ 253,084 ​ ​ ​ ​ ​ $ 222,836 ​ ​ Net interest rate spread (2) ​ ​ ​ ​ 2.84 % ​ ​ ​ ​ 1.94 % ​ ​ ​ ​ 1.85 % Net interest margin (3) ​ ​ ​ ​ 3.88 % ​ ​ ​ ​ 3.53 % ​ ​ ​ ​ 3.49 % Total cost of deposits (4) ​ ​ ​ ​ 2.95 % ​ ​ ​ ​ 3.22 % ​ ​ ​ ​ 2.43 % Total cost of funds (5) ​ ​ ​ ​ 3.02 % ​ ​ ​ ​ ​ 3.32 % ​ ​ ​ ​ ​ 2.65 % (1) Amount includes deferred loan fees and non-performing loans.
All loan losses are charged to the ACL when the loss actually occurs or when the collectability of principal is deemed to be unlikely. Recoveries are credited to the allowance at the time of recovery. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL.
All loan losses are charged off to the ACL when the loss actually occurs or when the collectability of principal is deemed to be unlikely. Recoveries are credited to the allowance at the time of recovery. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL.
Through its wholly owned bank subsidiary, Metropolitan Commercial Bank, a New York state chartered commercial bank, the Company provides a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and individuals in the New York metropolitan area.
Through its wholly owned bank subsidiary, Metropolitan Commercial Bank, a New York state chartered commercial bank, the Company provides a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and individuals primarily in the New York metropolitan area.
This hypothetical analysis is intended to illustrate the impact of adverse changes in the macroeconomic forecasts at a point in time and is not intended to reflect the full nature and extent of potential future change in the ACL.
This hypothetical analysis is intended to illustrate the impact of changes in the macroeconomic forecasts at a point in time and is not intended to reflect the full nature and extent of potential future change in the ACL.
Given the size of the market in which the Company operates and its differentiated approach to client service, there is significant opportunity to grow its loans and deposits.
Given the size of the market in which the Company operates and its differentiated approach to client service, there is significant opportunity to further grow its loans and deposits.
For an analysis of 2023 results compared with 2022 results, see Part II, Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC. The Company’s primary lending products are CRE, including multi-family loans, and C&I loans.
For an analysis of 2024 results compared with 2023 results, see Part II, Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC. The Company’s primary lending products are CRE, including multi-family loans, and C&I loans.
Advances can no longer be requested under the program. The BTFP was created to provide short-term liquidity (up to one-year) against the par value of certain high-quality collateral, such as U.S. Treasury securities. At December 31, 2024, the Company had no outstanding FRB term loans under the BTFP.
Advances can no longer be requested under the program. The BTFP was created to provide short-term liquidity (up to one-year) against the par value of certain high-quality collateral, such as U.S. Treasury securities. At December 31, 2025 and 2024, the Company had no outstanding FRB term loans under the BTFP.
The Company had cash on deposit with the FRBNY and available secured wholesale funding borrowing capacity of $ 2.9 billion and $3.1 billion, respectively, at December 31, 2024 and 2023, respectively. The Federal Reserve established the Bank Term Funding Program (“BTFP”) on March 12, 2023, as a funding source for eligible depository institutions.
The Company had cash on deposit with the FRBNY and available secured wholesale funding borrowing capacity of $3.3 billion and $2.9 billion, respectively, at December 31, 2025 and 2024, respectively. The Federal Reserve established the Bank Term Funding Program (“BTFP”) on March 12, 2023, as a funding source for eligible depository institutions.
Below is a table of the Company and Bank’s capital ratios for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ Minimum Ratio ​ ​ Minimum ​ ​ ​ ​ At ​ ​ At ​ ​ Ratio to be ​ ​ Required for ​ ​ Capital ​ ​ ​ ​ December 31, ​ ​ December 31, ​ ​ “Well ​ ​ Capital Adequacy ​ ​ Conservation ​ ​ ​ 2024 ​ ​ 2023 ​ ​ Capitalized” ​ Purposes ​ Buffer (1) ​ The Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 leverage ratio ​ 10.8 % ​ 10.6 % ​ N/A ​ ​ 4.0 % ​ — % ​ Common equity tier 1 ​ 11.9 % ​ 11.5 % ​ N/A ​ ​ 4.5 % ​ 2.5 % ​ Tier 1 risk-based capital ratio ​ 12.3 % ​ 11.8 % ​ N/A ​ ​ 6.0 % ​ 2.5 % ​ Total risk-based capital ratio ​ 13.3 % ​ 12.8 % ​ N/A ​ ​ 8.0 % ​ 2.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Bank ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 leverage ratio ​ 10.6 % ​ 10.3 % ​ 5.00 % ​ 4.0 % ​ — % ​ Common equity tier 1 ​ 12.0 % ​ 11.5 % ​ 6.50 % ​ 4.5 % ​ 2.5 % ​ Tier 1 risk-based capital ratio ​ 12.0 % ​ 11.5 % ​ 8.00 % ​ 6.0 % ​ 2.5 % ​ Total risk-based capital ratio ​ 13.0 % ​ 12.5 % ​ 10.00 % ​ 8.0 % ​ 2.5 % ​ (1) As of December 31, 2024, the capital conservation buffer for the Company and the Bank was 5.3% and 5.0%, respectively, which exceeded the minimum requirement of 2.5% required to be held by banking institutions.
Below is a table of the Company and Bank’s capital ratios for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ Minimum Ratio ​ ​ Minimum ​ ​ ​ ​ At ​ ​ At ​ ​ Ratio to be ​ ​ Required for ​ ​ Capital ​ ​ ​ ​ December 31, ​ ​ December 31, ​ ​ “Well ​ ​ Capital Adequacy ​ ​ Conservation ​ ​ ​ ​ ​ ​ 2025 ​ ​ 2024 ​ ​ Capitalized” ​ ​ ​ ​ Purposes ​ ​ ​ ​ Buffer (1) ​ ​ ​ ​ The Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 leverage ratio ​ 9.5 % ​ 10.8 % ​ N/A ​ ​ 4.0 % ​ — % ​ Common equity tier 1 ​ 10.7 % ​ 11.9 % ​ N/A ​ ​ 4.5 % ​ 2.5 % ​ Tier 1 risk-based capital ratio ​ 11.0 % ​ 12.3 % ​ N/A ​ ​ 6.0 % ​ 2.5 % ​ Total risk-based capital ratio ​ 12.3 % ​ 13.3 % ​ N/A ​ ​ 8.0 % ​ 2.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Bank ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 leverage ratio ​ 9.1 % ​ 10.6 % ​ 5.00 % ​ 4.0 % ​ — % ​ Common equity tier 1 ​ 10.5 % ​ 12.0 % ​ 6.50 % ​ 4.5 % ​ 2.5 % ​ Tier 1 risk-based capital ratio ​ 10.5 % ​ 12.0 % ​ 8.00 % ​ 6.0 % ​ 2.5 % ​ Total risk-based capital ratio ​ 11.7 % ​ 13.0 % ​ 10.00 % ​ 8.0 % ​ 2.5 % ​ (1) As of December 31, 2025, the capital conservation buffer for the Company and the Bank was 4.3% and 3.7%, respectively, which exceeded the minimum requirement of 2.5% required to be held by banking institutions.
These adjustments are evaluated through the Company’s review process and revised on a quarterly basis to account for changes in forecasts, facts and circumstances. One of the more significant judgments involved in estimating the Company’s ACL relates to the macroeconomic forecasts used to estimate credit losses and the relative weightings applied to them.
These adjustments are evaluated through the Company’s review process and revised as necessary on a quarterly basis to account for changes in forecasts, facts and circumstances. One of the more significant judgments involved in estimating the Company’s ACL relates to the macroeconomic forecasts used to estimate credit losses and the relative weightings applied to them.
The ACL is determined using average industry credit ratings and related historical loss experience, and is initially recognized upon acquisition of the securities, and subsequently remeasured on a recurring basis. Obligations of U.S. State and Municipal securities were rated investment grade at December 31, 2023 and the associated ACL was immaterial.
The ACL is determined using average industry credit ratings and related historical loss experience, and is initially recognized upon acquisition of the securities, and subsequently remeasured on a recurring basis. At December 31, 2025, obligations of U.S. State and Municipal securities were rated investment grade and the associated ACL was immaterial.
As a result of such examinations, the Company may need to recognize additions to the ACL based on the regulators’ observations. In estimating the ACL, the Company relies on models and economic forecasts developed by external parties as the primary driver of the ACL. These external models and forecasts are based on nationwide data sets.
As a result of such examinations, the Company may need to recognize changes to the ACL based on the regulators’ observations. In estimating the ACL, the Company relies on models and economic forecasts developed by external parties as the primary driver of the ACL. These external models and forecasts are based on nationwide data sets.
(5) Determined by dividing interest expense by the sum of total average interest-bearing liabilities and total average non-interest-bearing deposits. ​ ​ ​ 55 Table of Contents The following table presents the effects of changing rates and volumes on net interest income for the periods indicated.
(5) Determined by dividing interest expense by the sum of total average interest-bearing liabilities and total average non-interest-bearing deposits. ​ 54 Table of Contents The following table presents the effects of changing rates and volumes on net interest income for the periods indicated.
The unrealized losses on AFS securities are primarily due to the changes in market interest rates subsequent to purchase. In addition, the Company does not intend, nor would it be required to sell, these investments until there is a full recovery of the unrealized loss, which may be at maturity.
The unrealized losses on AFS securities are primarily due to the 48 Table of Contents changes in market interest rates subsequent to purchase. In addition, the Company does not intend, nor would it be required to sell, these investments until there is a full recovery of the unrealized loss, which may be at maturity.
Because of uncertainties associated with local and national economic forecasts, the operating and regulatory environment, collateral values and future cash flows from the loan portfolio, it is possible that a material change could occur in the ACL. The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals.
Because of uncertainties associated with local and national economic forecasts, the operating and 45 Table of Contents regulatory environment, collateral values and future cash flows from the loan portfolio, it is possible that a material change could occur in the ACL. The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals.
Tax-exempt securities, if any, were presented on a tax-equivalent basis, using a federal tax rate of 21%. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Due Within ​ ​ Due After 1 ​ ​ Due After 5 ​ ​ Due After ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Year ​ ​ Through 5 Years ​ ​ Through 10 Years ​ ​ 10 Years ​ ​ Total ​ ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ Fair ​ ​ ​ (dollars in thousands) Cost Yield ​ Cost Yield ​ Cost Yield ​ ​ Cost ​ Yield ​ Cost ​ Value ​ Yield ​ Available-for-sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S.
Tax-exempt securities, if any, were presented on a tax-equivalent basis, using a federal tax rate of 21%. ​ 47 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Due Within ​ ​ Due After 1 ​ ​ Due After 5 ​ ​ Due After ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Year ​ ​ Through 5 Years ​ ​ Through 10 Years ​ ​ 10 Years ​ ​ Total ​ ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ Fair ​ ​ ​ (dollars in thousands) ​ ​ ​ Cost ​ ​ ​ Yield ​ ​ ​ ​ Cost ​ ​ ​ Yield ​ ​ ​ ​ Cost ​ ​ ​ Yield ​ ​ Cost ​ Yield ​ ​ ​ ​ Cost ​ ​ ​ ​ Value ​ Yield ​ Available-for-sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S.
The Debentures II, the sole assets of Trust II, mature on October 7, 2036, and bear interest at a floating rate of three-month SOFR plus 2.00%. The Debentures II are callable at any time. At December 31, 2024, the Debentures II bore an interest rate of 6.92%. Secured Borrowings The Company has loan participation agreements with certain counterparties.
The Debentures II, the sole assets of Trust II, mature on October 7, 2036, and bear interest at a floating rate of three-month SOFR plus 2.00%. The Debentures II are callable at any time. At December 31, 2025, the Debentures II bore an interest rate of 6.17%. Secured Borrowings The Company has loan participation agreements with certain counterparties.
The Company’s primary deposit products are checking, savings, and term deposit accounts, all of which are insured by the FDIC up to the maximum amounts allowed by law. These activities, together with six strategically located banking centers, generate a stable source of deposits to support the growth of our diverse loan portfolio.
The Company’s primary deposit products are checking, savings, and term deposit accounts, all of which are insured by the FDIC up to the maximum amounts allowed by law. These activities, together with seven strategically located banking centers, generate a stable source of deposits to support the growth of our diverse loan portfolio and other assets.
The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized 48 Table of Contents cost.
The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost.
The Debentures, the sole assets of Trust I, mature on December 9, 2035 and bear interest at a floating rate of three-month SOFR plus 1.85%. The Debentures are callable at any time. At December 31, 2024, the Debentures bore an interest rate of 6.77%.
The Debentures, the sole assets of Trust I, mature on December 9, 2035 and bear interest at a floating rate of three-month SOFR plus 1.85%. The Debentures are callable at any time. At December 31, 2025, the Debentures bore an interest rate of 6.02%.
At December 31, 2024 and December 31, 2023, the Company and the Bank met all applicable regulatory capital requirements to be considered “well capitalized” under regulatory guidelines. The Company and the Bank manage their capital to comply with their internal planning targets and regulatory capital standards administered by federal banking agencies.
At December 31, 2025 and December 31, 2024, the Bank met all applicable regulatory capital requirements, and the Bank is considered “well capitalized” under regulatory guidelines. The Company and the Bank manage their capital to comply with their internal planning targets and regulatory capital standards administered by federal banking agencies.
At December 31, 2024, the Company had cash on deposit with the FRBNY and available secured wholesale funding borrowing capacity of $2.9 billion. The Company has no material commitments or demands that are likely to affect its liquidity other than as set forth below.
At December 31, 2025, the Company had cash on deposit with the FRBNY and available secured wholesale funding borrowing capacity of $3.3 billion. The Company has no material commitments or demands that are likely to affect its liquidity other than as set forth below.
The Company is generally the servicer for these loans. If the transfer of the participation interest does not qualify for sale treatment under GAAP, the amount of the loan transferred is recorded as a secured borrowing.
The Company has loan participation agreements with counterparties. The Company is generally the servicer for these loans. If the transfer of the participation interest does not qualify for sale treatment under GAAP, the amount of the loan transferred is recorded as a secured borrowing.
The Company does not recognize an ACL on accrued interest receivable, consistent with its policy to reverse interest income when interest is 90 days or more past due. The ACL for loans was $63.3 million at December 31, 2024, as compared to $58.0 million at December 31, 2023.
The Company does not recognize an ACL on accrued interest receivable, consistent with its policy to reverse interest income when interest is 90 days or more past due. The ACL for loans was $97.1 million at December 31, 2025, as compared to $63.3 million at December 31, 2024.
The table below sets forth key asset quality ratios (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or for the year ended December 31, ​ ​ ​ ​ 2024 ​ ​ 2023 ​ ​ 2022 ​ Asset Quality Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-performing loans ​ $ 32,600 ​ ​ $ 51,897 ​ ​ $ 24 ​ Non-performing loans to total loans ​ ​ 0.54 % ​ ​ 0.92 % ​ ​ — % Allowance for credit losses to total loans ​ ​ 1.05 % ​ ​ 1.03 % ​ 0.93 % Non-performing loans to total assets ​ ​ 0.45 % ​ ​ 0.73 % ​ — % Allowance for credit losses to non-performing loans ​ ​ 194.1 % ​ ​ 111.7 % ​ ​ N.M. % Ratio of net charge-offs (recoveries) to average loans outstanding in aggregate ​ ​ — % ​ ​ 0.02 % ​ ​ — % N.M. — not meaningful ​ 50 Table of Contents Allowance for Credit Losses – Loans and Loan Commitments The Company adopted ASC 326 effective January 1, 2023, which requires the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts.
The table below sets forth key asset quality ratios (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or for the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ 2023 ​ Asset Quality Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-performing loans ​ $ 86,884 ​ ​ $ 32,600 ​ ​ $ 51,897 ​ Non-performing loans to total loans ​ ​ 1.28 % ​ ​ 0.54 % ​ ​ 0.92 % Allowance for credit losses to total loans ​ ​ 1.43 % ​ ​ 1.05 % ​ 1.03 % Non-performing loans to total assets ​ ​ 1.05 % ​ ​ 0.45 % ​ 0.73 % Allowance for credit losses to non-performing loans ​ ​ 111.7 % ​ ​ 194.1 % ​ ​ 111.7 % Ratio of net charge-offs (recoveries) to average loans outstanding in aggregate ​ ​ 0.06 % ​ ​ — % ​ ​ 0.02 % ​ Allowance for Credit Losses – Loans and Loan Commitments The Company adopted ASC 326 effective January 1, 2023, which requires the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts.
For further discussion of the ACL, see Part I, Item 1., “ Busines s— Asset Quality —Allowance for Credit Losses—Loans and Loan Commitments.” Recently Issued Accounting Standards For a discussion of the impact of recently issued accounting standards, please see “NOTE 3 — SUMMARY OF RECENT ACCOUNTING PRONOUNCEMENTS ” to the Company’s consolidated financial statements in this Form 10-K. 46 Table of Contents Selected Financial Information The following table includes selected financial information for the Company for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or for the year ended December 31, ​ ​ ​ 2024 ​ ​ 2023 ​ ​ 2022 Performance Ratios ​ ​ ​ ​ ​ ​ ​ Return on average assets ​ ​ 0.91 % ​ ​ 1.19 % ​ ​ 0.90 % Return on average equity ​ ​ 9.61 ​ ​ 12.44 ​ ​ 10.27 ​ Net interest spread (1) ​ ​ 1.94 ​ ​ 1.85 ​ ​ 2.82 ​ Net interest margin (2) ​ ​ 3.53 ​ ​ 3.49 ​ ​ 3.49 ​ Average interest-earning assets to average interest-bearing liabilities ​ ​ 152.84 ​ ​ 168.64 ​ ​ 238.26 ​ Non-interest expense/average assets ​ ​ 2.38 ​ ​ 2.02 ​ ​ 2.25 ​ Efficiency ratio ​ ​ 62.68 ​ ​ 52.46 ​ ​ 58.16 ​ Average equity to average total assets ​ ​ 9.52 ​ ​ 9.54 ​ ​ 8.74 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per Share ​ ​ ​ ​ ​ ​ ​ Basic earnings per common share ​ $ 5.97 ​ ​ $ 6.95 ​ ​ $ 5.42 ​ Diluted earnings per common share ​ ​ 5.93 ​ ​ ​ 6.91 ​ ​ ​ 5.29 ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Determined by subtracting the weighted average cost of total interest-bearing liabilities from the weighted average yield on total interest-earning assets.
For further discussion of the ACL, see Part I, Item 1., “ Busines s— Asset Quality —Allowance for Credit Losses—Loans and Loan Commitments.” Recently Issued Accounting Standards For a discussion of the impact of recently issued accounting standards, please see “NOTE 3 — SUMMARY OF RECENT ACCOUNTING PRONOUNCEMENTS ” to the Company’s consolidated financial statements in this Form 10-K. 46 Table of Contents Selected Financial Information The following table includes selected financial information for the Company for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or for the year ended December 31, ​ ​ ​ 2025 ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ 2023 Performance Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Return on average assets ​ ​ 0.90 % ​ ​ 0.91 % ​ ​ 1.19 % Return on average equity ​ ​ 9.70 ​ ​ 9.61 ​ ​ 12.44 ​ Net interest spread (1) ​ ​ 2.84 ​ ​ 1.94 ​ ​ 1.85 ​ Net interest margin (2) ​ ​ 3.88 ​ ​ 3.53 ​ ​ 3.49 ​ Average interest-earning assets to average interest-bearing liabilities ​ ​ 138.34 ​ ​ 152.84 ​ ​ 168.64 ​ Non-interest expense/average assets ​ ​ 2.23 ​ ​ 2.38 ​ ​ 2.02 ​ Efficiency ratio ​ ​ 55.86 ​ ​ 62.68 ​ ​ 52.46 ​ Average equity to average total assets ​ ​ 9.30 ​ ​ 9.52 ​ ​ 9.54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per common share ​ $ 6.71 ​ ​ $ 5.97 ​ ​ $ 6.95 ​ Diluted earnings per common share ​ ​ 6.62 ​ ​ ​ 5.93 ​ ​ ​ 6.91 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Determined by subtracting the average cost of total interest-bearing liabilities from the average yield on total interest-earning assets.
Net Interest Income and Net Interest Margin Net interest income is the difference between interest earned on assets and interest incurred on liabilities. The following table presents an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities. The table presents the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
Net Interest Income and Net Interest Margin Net interest income is the difference between interest earned on assets and interest incurred on liabilities. The following table presents an analysis of net interest income by each major category of interest-earning assets and interest-bearing 53 Table of Contents liabilities.
All else equal, the impact of this hypothetical forecast would result in a net increase of approximately $7.3 million, or 11.6%, in the Company’s total ACL for loans and loan commitments as of December 31, 2024.
All else equal, the impact of this hypothetical forecast would result in a net increase of approximately $9.7 million, or 9.9%, in the Company’s total ACL for loans and loan commitments as of December 31, 2025.
As of December 31, 2024, total loans consisted primarily of CRE, including multi-family mortgage loans, and C&I. At December 31, 2024, 80.5% of the CRE and C&I loan portfolio was concentrated in the New York metropolitan area, mainly New York City, and Florida.
As of December 31, 2025, total loans consisted primarily of CRE, including multi-family mortgage loans, and C&I. At December 31, 2025, 75.9% of the CRE and C&I loan portfolio was concentrated in the New York metropolitan area, mainly New York City, and Florida.
As a result, no ACL was recognized during the year ended December 31, 2024. Loans Loans are the Company’s primary interest-earning asset class. Loan Portfolio Total loans, net of deferred fees and unamortized costs, were $6.0 billion at December 31, 2024, an increase of 7.3% from December 31, 2023.
As a result, no ACL was recognized during the year ended December 31, 2025. Loans Loans are the Company’s primary interest-earning asset class. Loan Portfolio Total loans, net of deferred fees and unamortized costs, were $6.8 billion at December 31, 2025, an increase of 12.9% from December 31, 2024.
In addition to traditional commercial banking products, the Company offers: corporate cash management and retail banking services; tailored financial solutions for government entities, municipalities, and public institutions; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and EB-5 Program accounts for qualified foreign investors.
In addition to traditional commercial banking products, the Company offers: corporate cash management and retail banking services; tailored financial solutions for government entities, municipalities, and public institutions; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and EB-5 Program escrow accounts of foreign investor funds for USCIS approved job-creating projects.
There were $7.4 million in secured borrowings as of December 31, 2024 and $7.6 million as of December 31, 2023. 58 Table of Contents Regulation The Company and the Bank are subject to various regulatory capital requirements administered by the Federal banking agencies.
There were $11.0 million in secured borrowings as of December 31, 2025 and $7.4 million as of December 31, 2024. Regulation The Company and the Bank are subject to various regulatory capital requirements administered by the Federal banking agencies.
Securities classified as AFS, which provide additional sources of liquidity, totaled $482.1 million at December 31, 2024 and $461.2 million at December 31, 2023. At December 31, 2024 there were $750.3 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $65.5 million were encumbered.
Securities classified as AFS, which provide additional sources of liquidity, totaled $578.9 million at December 31, 2025 and $482.1 million at December 31, 2024. At December 31, 2025, there were $807.5 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $118.2 million were encumbered.
The Company’s most liquid assets are cash and cash equivalents. The levels of these assets are dependent on the Company’s operating, financing, lending, and investing activities during any given period. At December 31, 2024 and 2023, cash and cash equivalents totaled $200.3 million and $269.5 million, respectively.
The Company’s most liquid assets are cash and cash equivalents. The levels of these assets are dependent on the Company’s operating, financing, lending, and investing activities during any given period. At December 31, 2025 and 56 Table of Contents 2024, cash and cash equivalents totaled $393.6 million and $200.3 million, respectively.
This digital transformation initiative is expected to be completed by year-end 2025. Critical Accounting Policies A summary of accounting policies is provided in Note 2 to the consolidated financial statements included in this report. Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change.
Critical Accounting Policies A summary of accounting policies is provided in Note 2 to the consolidated financial statements included in this report. Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change.
Time deposits due within one year as of December 31, 2024 totaled $118.1 million, or 2.0% of total deposits. Total time deposits were $125.4 million, or 2.1% of total deposits, at December 31, 2024. The Company’s primary investing activities are the origination, and to a lesser extent, purchase of loans and securities.
Time deposits due within one year as of December 31, 2025 totaled $186.3 million, or 2.5% of total deposits. Total time deposits were $190.1 million, or 2.6% of total deposits, at December 31, 2025. The Company’s primary investing activities are the origination, and to a lesser extent, purchase of loans and securities.
The Company and the Bank review capital levels on a monthly basis.
The 57 Table of Contents Company and the Bank review capital levels on a monthly basis.
At December 31, 2024, the Company had $210.0 million of Federal funds purchased and $240.0 million of FHLBNY advances. At December 31, 2023, the Company had $99.0 million of Federal funds purchased and $440.0 million of FHLBNY advances.
At December 31, 2025, the Company had no outstanding Federal funds purchased or FHLBNY advances. At December 31, 2024, the Company had $210.0 million of Federal funds purchased and $240.0 million of FHLBNY advances.
The following table sets forth the ACL allocated by loan category for the periods indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ 2024 ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ % of ​ Loans in ​ ​ ​ ​ % of Loans in ​ ​ ​ ​ ​ Allowance Category ​ ​ ​ ​ ​ Allowance ​ Category ​ ​ ​ Allowance ​ to Total ​ to Total ​ ​ Allowance ​ to Total to Total ​ ​ Amount Allowance Loans ​ Amount Allowance Loans Real Estate ​ ​ ​ Commercial ​ $ 42,070 66.5 % 71.3 % ​ ​ 35,635 61.6 % 68.4 % Construction ​ 1,962 3.1 3.4 ​ ​ ​ 1,765 3.0 2.7 ​ Multi-family ​ 7,290 11.5 6.3 ​ ​ 8,215 14.2 8.3 ​ One-to four-family ​ 577 0.9 1.5 ​ ​ 663 1.1 1.7 ​ Commercial and industrial ​ 10,991 17.4 17.3 ​ ​ 11,207 19.3 18.6 ​ Consumer ​ 383 ​ 0.6 ​ 0.2 ​ ​ ​ 480 ​ 0.8 ​ 0.3 ​ Total ​ $ 63,273 100.0 % 100.0 % ​ $ 57,965 100.0 % 100.0 % ​ ​ The Company also records an ACL on unfunded loan commitments, which is based on the same assumptions as funded loans and also considers the probability of funding.
The following table sets forth the ACL by loan category for the periods indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ 2025 ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ % of ​ Loans in ​ ​ ​ ​ % of Loans in ​ ​ ​ ​ ​ Allowance Category ​ ​ ​ ​ ​ Allowance ​ Category ​ ​ ​ Allowance ​ to Total ​ to Total ​ ​ Allowance ​ to Total to Total ​ ​ ​ ​ ​ Amount ​ ​ ​ Allowance ​ ​ ​ Loans ​ ​ ​ ​ Amount ​ ​ ​ Allowance ​ ​ ​ Loans ​ ​ ​ Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 60,818 62.6 % 76.2 % ​ $ 42,070 66.5 % 71.3 % Construction ​ 2,511 2.6 3.8 ​ ​ ​ 1,962 3.1 3.4 ​ Multi-family ​ 22,619 23.3 5.8 ​ ​ 7,290 11.5 6.3 ​ One-to four-family ​ 540 0.6 1.3 ​ ​ 577 0.9 1.5 ​ Commercial and industrial ​ 10,180 10.5 12.8 ​ ​ 10,991 17.4 17.3 ​ Consumer ​ 413 ​ 0.4 ​ 0.1 ​ ​ ​ 383 ​ 0.6 ​ 0.2 ​ Total ​ $ 97,081 100.0 % 100.0 % ​ $ 63,273 100.0 % 100.0 % ​ The Company also records an ACL on unfunded loan commitments, which is based on the same assumptions as funded loans and also considers the probability of funding.
The increase was due primarily to an increase of $459.7 million in CRE loans (including owner occupied), partially offset by a $90.8 million decrease in multi-family loans. For the year ended December 31, 2024, the Company’s loan production was $1.3 billion, as compared to $1.4 billion for the year ended December 31, 2023.
The increase was due primarily to an increase of $884.1 million in CRE loans (including owner occupied), partially offset by a $174.5 million decrease in C&I loans. For the year ended December 31, 2025, the Company’s loan production was $1.9 billion, as compared to $1.3 billion for the year ended December 31, 2024.
The change reflects $92.9 million in paydowns and maturities of AFS and HTM securities, partially offset by $72.8 million of purchases of AFS securities. ​ 47 Table of Contents The following table sets forth the stated maturities and weighted average yields of investment securities, excluding equity securities, at December 31, 2024.
The change reflects $199.1 million of purchases of securities, partially offset by $179.8 million in paydowns and maturities of securities, and $18.4 million in sales of AFS securities. The following table sets forth the stated maturities and weighted average yields of investment securities, excluding equity securities, at December 31, 2025.
At December 31, 2023 there were $845.7 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $60.0 million were encumbered. At December 31, 2024, the Company had $210.0 million of Federal funds purchased and $240.0 million of FHLBNY advances.
At December 31, 2024, there were $750.3 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $65.5 million were encumbered. At December 31, 2025, the Company had zero outstanding Federal funds purchased or FHLBNY advances.
(2) Determined by dividing net interest income by total average interest-earning assets. ​ Discussion of Financial Condition The Company had total assets of $7.3 billion at December 31, 2024, an increase of 3.3% from December 31, 2023. Total cash and cash equivalents were $200.3 million at December 31, 2024, a decrease of $69.2 million, or 25.7%, from December 31, 2023.
(2) Determined by dividing net interest income by total average interest-earning assets. Discussion of Financial Condition The Company had total assets of $8.3 billion at December 31, 2025, an increase of 13.1% from December 31, 2024. Total cash and cash equivalents were $393.6 million at December 31, 2025, an increase of $193.3 million, or 96.5%, from December 31, 2024.
Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on 45 Table of Contents income under different assumptions or conditions.
Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes the Company’s most critical accounting policy, which involves the most complex or subjective decisions or assessments, is the allowance for credit losses.
In addition, as of 52 Table of Contents December 31, 2024, the estimated aggregate amount of the Company’s uninsured time deposits was $26.2 million.
In addition, as of December 31, 2025, the estimated aggregate amount of the Company’s uninsured time deposits was $46.4 million.
The following are scheduled maturities of time deposits greater than $250,000 as of December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ At December 31, 2024 Three months or less ​ $ 13,934 Over three months through six months ​ 4,924 Over six months through one-year ​ 1,766 Over one-year ​ 5,552 Total ​ $ 26,176 ​ Borrowings To support the balance sheet, the Company may at times utilize FHLB advances or other funding sources.
The following are scheduled maturities of time deposits greater than $250,000 as of December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ At December 31, 2025 Three months or less ​ $ 28,869 Over three months through six months ​ 8,662 Over six months through one-year ​ 7,931 Over one-year ​ 910 Total ​ $ 46,372 ​ 52 Table of Contents Borrowings To support the balance sheet, the Company may at times utilize FHLB advances or other funding sources.
Management believes that the ACL for loans and loan commitments is adequate to cover expected credit losses over the life of the loan portfolio. Although management evaluates available information to determine the adequacy of the ACL, the level of allowance is an estimate which is subject to significant judgment and short-term change.
Although management evaluates available information to determine the adequacy of the ACL, the level of allowance is an estimate which is subject to significant judgment and short-term change.
Upon adoption, the Company recorded a cumulative effect adjustment that increased the allowance for credit losses for loans and loan commitments by $3.0 million, increased deferred tax assets by $777,000 and decreased retained earnings by $2.1 million, net of tax.
Upon adoption, the Company recorded a cumulative effect adjustment that increased the allowance for credit losses for loans and loan commitments by $3.0 million, increased deferred tax assets by $777,000 and decreased retained earnings by $2.1 million, net of tax. 50 Table of Contents The ACL for loans is measured on the loan’s amortized cost basis, excluding interest receivable, and is initially recognized upon origination or purchase of the loans and subsequently remeasured on a recurring basis.
The Company has a zero loss expectation for nearly all of its HTM securities portfolio, and has no ACL related to these securities.
Allowance for Credit Losses – Securities Effective January 1, 2023, the Company estimates and recognizes an ACL for HTM debt securities pursuant to ASC 326. The Company has a zero loss expectation for nearly all of its HTM securities portfolio, and has no ACL related to these securities.
For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ 2024 over 2023 ​ 2023 over 2022 ​ ​ Increase (Decrease) ​ Total ​ Increase (Decrease) ​ Total ​ ​ Due to ​ Increase ​ Due to ​ Increase ​ Volume Rate (Decrease) Volume Rate (Decrease) Interest-earning assets: ​ ​ ​ ​ ​ ​ Loans ​ $ 49,214 ​ $ 35,495 ​ $ 84,709 ​ $ 46,252 ​ $ 66,936 ​ $ 113,188 Available-for-sale securities ​ 867 ​ 3,185 ​ 4,052 ​ (138) ​ 2,082 ​ 1,944 Held-to-maturity securities ​ (925) ​ (314) ​ (1,239) ​ 62 ​ 864 ​ 926 Equity investments ​ ​ 25 ​ ​ 15 ​ ​ 40 ​ ​ 1 ​ ​ 19 ​ ​ 20 Overnight deposits ​ ​ 5,009 ​ ​ 685 ​ ​ 5,694 ​ ​ (17,471) ​ ​ 14,476 ​ ​ (2,995) Other interest-earning assets ​ (280) ​ (2) ​ (282) ​ 1,160 ​ 423 ​ 1,583 Total interest-earning assets ​ $ 53,910 ​ $ 39,064 ​ $ 92,974 ​ $ 29,866 ​ $ 84,800 ​ $ 114,666 Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ Money market and savings accounts ​ $ 42,922 ​ $ 25,279 ​ $ 68,201 ​ $ 8,557 ​ $ 90,243 ​ $ 98,800 Certificates of deposit ​ 471 ​ 664 ​ 1,135 ​ (205) ​ 798 ​ 593 Total deposits ​ 43,393 ​ 25,943 ​ 69,336 ​ 8,352 ​ 91,041 ​ 99,393 Borrowed funds ​ (5,623) ​ (987) ​ (6,610) ​ 21,416 ​ 179 ​ 21,595 Total interest-bearing liabilities ​ 37,770 ​ 24,956 ​ 62,726 ​ 29,768 ​ 91,220 ​ 120,988 Change in net interest income ​ $ 16,140 ​ $ 14,108 ​ $ 30,248 ​ $ 98 ​ $ (6,420) ​ $ (6,322) ​ Net interest margin was 3.53% for 2024, as compared to 3.49% for 2023, the 4 basis point increase was primarily driven by an increase in the average balance of loans and the yield on loans, partially offset by an increase in the average balance of deposits and the cost of funds.
For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ 2025 over 2024 ​ 2024 over 2023 ​ ​ Increase (Decrease) ​ Total ​ Increase (Decrease) ​ Total ​ ​ Due to ​ Increase ​ Due to ​ Increase ​ ​ ​ ​ Volume ​ ​ ​ Rate ​ ​ ​ (Decrease) ​ ​ ​ Volume ​ ​ ​ Rate ​ ​ ​ (Decrease) Interest-earning assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ $ 53,441 ​ $ (2,691) ​ $ 50,750 ​ $ 49,214 ​ $ 35,495 ​ $ 84,709 Available-for-sale securities ​ 775 ​ 2,436 ​ 3,211 ​ 867 ​ 3,185 ​ 4,052 Held-to-maturity securities ​ (1,090) ​ 25 ​ (1,065) ​ (925) ​ (314) ​ (1,239) Equity investments ​ ​ 67 ​ ​ 9 ​ ​ 76 ​ ​ 25 ​ ​ 15 ​ ​ 40 Overnight deposits ​ ​ (2,870) ​ ​ (2,796) ​ ​ (5,666) ​ ​ 5,009 ​ ​ 685 ​ ​ 5,694 Other interest-earning assets ​ (126) ​ (281) ​ (407) ​ (280) ​ (2) ​ (282) Total interest-earning assets ​ $ 50,197 ​ $ (3,298) ​ $ 46,899 ​ $ 53,910 ​ $ 39,064 ​ $ 92,974 Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market and savings accounts ​ $ 38,441 ​ $ (41,056) ​ $ (2,615) ​ $ 42,922 ​ $ 25,279 ​ $ 68,201 Certificates of deposit ​ 3,383 ​ 30 ​ 3,413 ​ 471 ​ 664 ​ 1,135 Total deposits ​ 41,824 ​ (41,026) ​ 798 ​ 43,393 ​ 25,943 ​ 69,336 Borrowed funds ​ (3,022) ​ (1,028) ​ (4,050) ​ (5,623) ​ (987) ​ (6,610) Total interest-bearing liabilities ​ 38,802 ​ (42,054) ​ (3,252) ​ 37,770 ​ 24,956 ​ 62,726 Change in net interest income ​ $ 11,395 ​ $ 38,756 ​ $ 50,151 ​ $ 16,140 ​ $ 14,108 ​ $ 30,248 ​ Net interest margin was 3.88% for 2025, as compared to 3.53% for 2024, the 35 basis point increase was primarily driven by the decrease in the cost of funds and loan spread discipline.
Yields and costs were derived by dividing income or expense by the average balance of interest-earning assets and interest-bearing liabilities, respectively, for the periods shown. Average balances were derived from daily balances over the periods indicated. Interest income included fees that management considers to be adjustments to yields. Yields on tax-exempt obligations were not computed on a tax-equivalent basis.
The table presents the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Yields and costs were derived by dividing income or expense by the average balance of interest-earning assets and interest-bearing liabilities, respectively, for the periods shown. Average balances were derived from daily balances over the periods indicated.
The tables below summarize the Company’s deposit composition by segment for the periods indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ Percentage ​ ​ Percentage ​ ​ ​ ​ ​ of total ​ ​ ​ ​ of total ​ ​ 2024 ​ balance ​ 2023 ​ balance Non-interest-bearing demand deposits ​ $ 1,334,054 22.3 % $ 1,837,874 32.0 % Money market ​ 4,514,579 75.5 ​ 3,856,975 67.3 ​ Savings accounts ​ 8,943 0.1 ​ 7,043 0.1 ​ Time deposits ​ 125,397 2.1 ​ 35,400 0.6 ​ Total ​ $ 5,982,973 100.0 % $ 5,737,292 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 vs. 2023 ​ 2024 vs. 2023 ​ ​ ​ dollar ​ percentage ​ ​ Change Change Non-interest-bearing demand deposits ​ $ (503,820) (27.4) % Money market ​ 657,604 17.0 ​ Savings accounts ​ 1,900 27.0 ​ Time deposits ​ 89,997 254.2 ​ Total ​ $ 245,681 4.3 % ​ The table below summarizes the Company’s average balances and average interest rate paid, by segment, for the periods indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Average ​ ​ ​ 2024 ​ Rate ​ 2023 ​ Rate ​ Non-interest-bearing demand deposits ​ $ 1,788,170 — % $ 1,960,469 — % Money market ​ 4,288,522 4.56 ​ 3,289,641 3.86 ​ Savings accounts ​ 9,644 2.76 ​ 9,786 0.96 ​ Time deposits ​ 57,227 4.05 ​ 42,926 2.76 ​ Total ​ $ 6,143,563 ​ ​ $ 5,302,822 ​ ​ ​ At December 31, 2024, the estimated aggregate amount of FDIC uninsured deposits (deposits in amounts greater than $250,000, which is the maximum amount for federal deposit insurance) was $1.6 billion.
The tables below summarize the Company’s deposit composition by segment for the periods indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ of total ​ ​ ​ ​ of total ​ ​ 2025 ​ balance ​ 2024 ​ balance Non-interest-bearing demand deposits ​ $ 1,479,420 20.1 % $ 1,334,054 22.3 % Money market ​ 5,698,748 77.2 ​ 4,514,579 75.5 ​ Savings accounts ​ 8,886 0.1 ​ 8,943 0.1 ​ Time deposits ​ 190,124 2.6 ​ 125,397 2.1 ​ Total ​ $ 7,377,178 100.0 % $ 5,982,973 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 vs. 2024 ​ 2025 vs. 2024 ​ ​ ​ dollar ​ percentage ​ ​ Change Change Non-interest-bearing demand deposits ​ $ 145,366 10.9 % Money market ​ 1,184,169 26.2 ​ Savings accounts ​ (57) (0.6) ​ Time deposits ​ 64,727 51.6 ​ Total ​ $ 1,394,205 23.3 % ​ The table below summarizes the Company’s average balances and average interest rate paid, by segment, for the periods indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Average ​ ​ ​ 2025 ​ Rate ​ 2024 ​ Rate ​ Non-interest-bearing demand deposits ​ $ 1,360,516 — % $ 1,788,170 — % Money market ​ 5,229,143 3.69 ​ 4,288,522 4.56 ​ Savings accounts ​ 9,007 1.40 ​ 9,644 2.76 ​ Time deposits ​ 139,676 4.10 ​ 57,227 4.05 ​ Total ​ $ 6,738,342 ​ ​ $ 6,143,563 ​ ​ ​ At December 31, 2025, the estimated aggregate amount of FDIC uninsured deposits (deposits in amounts greater than $250,000, which is the maximum amount for federal deposit insurance) was $2.0 billion.
Goodwill The Company performed an impairment assessment and determined that no impairment of goodwill existed as of October 1, 2024. 51 Table of Contents Other Assets and Other Liabilities Other assets were $183.3 million at December 31, 2024, an increase of $10.7 million from December 31, 2023.
Based on its annual impairment assessment, the Company determined that no impairment of goodwill existed as of December 31, 2025. Other Assets and Other Liabilities Other assets were $187.2 million at December 31, 2025, an increase of $3.9 million from December 31, 2024.
The following is a table of off-balance sheet arrangements broken out by fixed and variable rate commitments for the periods indicated therein (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ Fixed Rate Variable Rate Fixed Rate Variable Rate Fixed Rate Variable Rate Unused commitments ​ $ 108,561 ​ $ 586,821 ​ $ 67,418 ​ $ 527,730 ​ $ 40,685 ​ $ 364,908 ​ Standby and commercial letters of credit ​ 31,920 ​ — ​ 59,532 ​ — ​ 53,947 ​ — ​ ​ ​ $ 140,481 ​ $ 586,821 ​ $ 126,950 ​ $ 527,730 ​ $ 94,632 ​ $ 364,908 ​ ​ The following is a maturity schedule for the Company’s off-balance sheet arrangements at December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total 2025 2026 - 2027 2028 - 2029 Thereafter Unused commitments ​ $ 695,382 ​ $ 202,673 ​ $ 470,821 ​ $ 11,363 ​ $ 10,525 Standby and commercial letters of credit ​ 31,920 ​ 11,122 ​ 20,798 ​ — ​ — ​ ​ $ 727,302 ​ $ 213,795 ​ $ 491,619 ​ $ 11,363 ​ $ 10,525 ​ 57 Table of Contents Liquidity and Capital Resources Liquidity is the ability to economically meet current and future financial obligations.
The following is a table of off-balance sheet arrangements broken out by fixed and variable rate commitments for the periods indicated therein (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ Fixed Rate ​ ​ ​ Variable Rate ​ ​ ​ Fixed Rate ​ ​ ​ Variable Rate ​ ​ ​ Fixed Rate ​ ​ ​ Variable Rate ​ ​ ​ Unused commitments ​ $ 113,438 ​ $ 486,517 ​ $ 108,561 ​ $ 586,821 ​ $ 67,418 ​ $ 527,730 ​ Standby and commercial letters of credit ​ 26,388 ​ — ​ 31,920 ​ — ​ 59,532 ​ — ​ ​ ​ $ 139,826 ​ $ 486,517 ​ $ 140,481 ​ $ 586,821 ​ $ 126,950 ​ $ 527,730 ​ ​ The following is a maturity schedule for the Company’s off-balance sheet arrangements at December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ 2026 ​ ​ ​ 2027 - 2028 ​ ​ ​ 2029 - 2030 ​ ​ ​ Thereafter Unused commitments ​ $ 599,955 ​ $ 255,440 ​ $ 329,247 ​ $ 6,895 ​ $ 8,373 Standby and commercial letters of credit ​ 26,388 ​ 8,671 ​ 17,717 ​ — ​ — ​ ​ $ 626,343 ​ $ 264,111 ​ $ 346,964 ​ $ 6,895 ​ $ 8,373 ​ Liquidity and Capital Resources Liquidity is the ability to quickly and economically meet current and future financial obligations.
Interest Income Interest income increased by $93.0 million to $468.4 million for 2024, as compared to $375.4 million for 2023. The increase from the prior year was due primarily to the $694.9 million increase in the average balance of loans, and the 66 basis point increase in the average yield for loans.
The increase from the prior year was due primarily to the $730.9 million increase in the average balance of loans. Interest Expense Interest expense decreased by $3.3 million to $212.0 million for 2025, as compared to $215.3 million for 2024.
If the transfer of the participation interest does not qualify for sale treatment under GAAP, the amount of the loan transferred is recorded as a secured borrowing.
The Company is generally the servicer for these loans. If the transfer of the participation interest does not qualify for sale treatment under GAAP, the amount of the loan transferred is recorded as a secured borrowing. There were $11.0 million and $7.4 million in secured borrowings as of December 31, 2025 and 2024, respectively.
The ratio of ACL to total loans was 1.05% at December 31, 2024 compared to 1.03% at December 31, 2023. The increase in the ACL was primarily due to loan growth and a provision related to a single C&I loan.
The ratio of ACL to total loans was 1.43% at December 31, 2025 compared to 1.05% at December 31, 2024. The increase in the ACL was primarily due to loan growth and a single out-of-market CRE multi-family loan relationship that was classified as non-performing in the third quarter of 2025.
Loan losses are charged-off against the ACL when management believes the loan is uncollectible. Subsequent recoveries, if any, are credited to the ACL.
The ACL is recognized as a contra-asset, and credit loss expense is recorded as a provision for credit losses in the consolidated statements of operations. Loan losses are charged off against the ACL when management believes the loan is uncollectible. Subsequent recoveries, if any, are credited to the ACL.
The Company originated $1.3 billion and $1.4 billion of loans during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, the Company purchased $72.8 million of AFS securities. During the year ended December 31, 2023, the Company purchased $46.8 million and $24.6 million of AFS and HTM securities, respectively.
The Company originated $1.9 billion and $1.3 billion of loans during the years ended December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, the Company purchased $199.1 million and $72.8 million of securities, respectively. Financing activities consist primarily of activity in deposit accounts and borrowings.
Management believes the Company’s most critical accounting policy, which involves the most complex or subjective decisions or assessments, is the allowance for credit losses. Allowance for Credit Losses The ACL has been determined in accordance with GAAP. The Company is responsible for the timely and periodic determination of the amount of the ACL.
Allowance for Credit Losses The ACL has been determined in accordance with GAAP. The Company is responsible for the timely and periodic determination of the amount of the ACL. Management believes that the ACL for loans and loan commitments is adequate to cover expected credit losses over the life of the loan portfolio.
The increase was due primarily to increases in lease right of use assets and tax related assets. Other liabilities were $109.9 million at December 31, 2024, an increase of $15.9 million from December 31, 2023. The increase was due primarily to increases in lease liabilities and accounts payable, accrued expenses and other liabilities.
The increase was due primarily to increases in premises and equipment and accrued interest receivables, partially offset by a decrease in lease right of use assets. Other liabilities were $103.8 million at December 31, 2025, a decrease of $6.1 million from December 31, 2024.
The effective tax rate for the prior year reflects a discrete tax item related to the exercise of stock options in the third quarter of 2023 and the reversal of the regulatory settlement reserve in that year. ​ Off-Balance Sheet Arrangements The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.
Income Tax Expense The effective tax rate for 2025 was 30.0% compared to 31.3% for 2024. ​ Off-Balance Sheet Arrangements The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.
There were $7.4 million and $7.6 million in secured borrowings as of December 31, 2024 and 2023, respectively. 53 Table of Contents Discussion of the Results of Operations for the year ended December 31, 2024 Net Income Net income was $66.7 million for 2024, a decrease of $10.6 million as compared to $77.3 million for 2023.
Discussion of the Results of Operations for the year ended December 31, 2025 Net Income Net income was $71.1 million for 2025, an increase of $4.4 million as compared to $66.7 million for 2024.
The ACL for loan commitments was $2.0 million at December 31, 2024, as compared to $1.2 million at December 31, 2023.
The ACL for loan commitments was $2.1 million at December 31, 2025, as compared to $2.0 million at December 31, 2024. Goodwill The Company had $9.7 million of goodwill associated with a purchase of a prepaid third-party debit card business as of December 31, 2025.
Financing activities consist primarily of activity in deposit accounts and borrowings. The Company generates deposits from businesses and individuals through client referrals and other relationships and through its retail presence. The Company has established deposit concentration thresholds to avoid the possibility of dependence on any single depositor base for funds.
The Company generates deposits from businesses and individuals through client referrals and other relationships and through its retail presence. The Company has established deposit concentration thresholds to help minimize the probability of over-reliance on any single depositor base for funds. Total deposits were $7.4 billion at December 31, 2025, an increase of $1.4 billion, or 23.3%, from December 31, 2024.
The decrease was due primarily to an increase in the loan book of $409.3 million and an $89.0 million decrease in wholesale funding, partially offset by a $245.7 million increase in deposits and an $87.6 million decrease in receivables from the GPG exit.
The increase was due primarily to an increase of $1.4 billion in deposits, partially offset by an increase in the loan book of $776.2 million and a decrease of $450.0 million in wholesale funding. Investments Total securities were $941.2 million at December 31, 2025, an increase of 2.8% from December 31, 2024.
The decrease from the prior year was due primarily to slower loan growth and less provisions for individual loans in 2024. 56 Table of Contents Non-Interest Income Non-interest income decreased by $4.1 million to $23.8 million for 2024, as compared to $27.9 million for 2023.
The increase from the prior year was primarily due to a single out-of-market CRE multi-family loan relationship that was classified as non-performing in the third quarter of 2025 and loan growth. Non-Interest Income Non-interest income decreased by $12.0 million to $11.9 million for 2025, as compared to $23.8 million for 2024.
This decrease primarily reflects the pre-tax $10.0 million regulatory reserve recorded in the third quarter of 2024, the $5.0 million reversal of the reserve in 2023, a $10.9 million increase in compensation and benefits related to the increase in the number and mix of employees, as well as severance related expenses, and a $6.1 million increase in technology costs primarily related to the digital transformation initiatives, partially offset by a $36.3 million increase in net interest income.
The increase from the prior year was due primarily to a $7.2 million increase in deposit program fees, a $6.2 million increase in compensation and benefits related to the increase in the number and mix of employees, and a $6.1 million increase in technology costs related to the digital transformation initiatives, partially offset by a decrease of $9.5 million in the regulatory settlement reserve, a $6.4 million decrease in professional fees and a decrease of $2.2 million in FDIC assessments.
Non-interest-bearing demand deposits were 22.3% of total deposits at December 31, 2024, compared to 32.0% at December 31, 2023.
The increase in deposits from December 31, 2024 was due primarily to an increase broadly spread across most of the Bank’s various deposit verticals. Non-interest-bearing demand deposits were 20.1% of total deposits at December 31, 2025, compared to 22.3% at December 31, 2024.
At December 31, 2024, the Company’s loan portfolio includes loans to the following industries (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2024 ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ Balance ​ Loans ​ CRE (1) ​ ​ Skilled Nursing Facilities $ 1,900,013 31.4 % Multi-family ​ ​ 376,737 ​ 6.2 ​ Office ​ ​ 411,456 ​ 6.8 ​ Mixed use ​ ​ 315,989 ​ 5.2 ​ Hospitality ​ ​ 327,227 ​ 5.4 ​ Retail ​ ​ 340,743 ​ 5.6 ​ Land ​ ​ 234,327 ​ 3.9 ​ Construction ​ ​ 206,960 ​ 3.4 ​ Warehouse / industrial ​ ​ 173,390 ​ 2.9 ​ Other ​ ​ 614,216 ​ 10.2 ​ Total CRE ​ $ 4,901,058 ​ 81.0 % ​ ​ ​ ​ ​ ​ ​ C&I ​ ​ ​ ​ ​ ​ Finance & Insurance ​ $ 273,494 ​ 4.5 % Skilled Nursing Facilities ​ ​ 238,081 ​ 3.9 ​ Individuals ​ 159,206 ​ 2.6 ​ Healthcare ​ ​ 117,041 ​ 1.9 ​ Services ​ ​ 69,086 ​ 1.1 ​ Wholesale ​ ​ 64,276 ​ 1.1 ​ Manufacturing ​ ​ 28,970 ​ 0.5 ​ Other ​ ​ 95,992 ​ 1.6 ​ Total C&I ​ $ 1,046,146 ​ 17.2 % ​ (1) CRE, not including one-to four-family loans. ​ The largest concentration in the loan portfolio is to the healthcare industry, which amounted to $2.3 billion, or 37.3% of total loans, at December 31, 2024, including $2.1 billion in loans to skilled nursing facilities. 49 Table of Contents ​ The following table sets forth certain information at December 31, 2024 regarding the amount of contractual loan maturities during the periods indicated.
At December 31, 2025, the Company’s loan portfolio includes loans to the following industries (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2025 ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ Balance ​ Loans ​ CRE (1) ​ ​ ​ ​ Skilled Nursing Facilities $ 2,524,627 37.0 % Hospitality ​ ​ 475,960 ​ 7.0 ​ Office ​ ​ 472,724 ​ 6.9 ​ Multi-family ​ ​ 397,010 ​ 5.8 ​ Retail ​ ​ 364,048 ​ 5.3 ​ Mixed use ​ ​ 327,461 ​ 4.8 ​ Construction ​ ​ 261,804 ​ 3.8 ​ Land ​ ​ 259,749 ​ 3.8 ​ Industrial ​ ​ 187,408 ​ 2.8 ​ Other ​ ​ 589,512 ​ 8.7 ​ Total CRE ​ $ 5,860,303 ​ 85.9 % ​ ​ ​ ​ ​ ​ ​ C&I ​ ​ ​ ​ ​ ​ Skilled Nursing Facilities ​ $ 212,283 ​ 3.1 % Finance & Insurance ​ ​ 218,856 ​ 3.2 ​ Individuals ​ 140,033 ​ 2.1 ​ Healthcare ​ ​ 90,612 ​ 1.3 ​ Services ​ ​ 75,322 ​ 1.1 ​ Wholesale ​ ​ 59,796 ​ 0.9 ​ Manufacturing ​ ​ 26,196 ​ 0.4 ​ Other ​ ​ 48,554 ​ 0.7 ​ Total C&I ​ $ 871,652 ​ 12.8 % (1) CRE, not including one-to four-family loans. ​ The largest concentration in the loan portfolio is to the healthcare industry, which amounted to $2.8 billion, or 41.4% of total loans, at December 31, 2025, including $2.7 billion in loans to skilled nursing facilities.
The increase from the prior year was due primarily to the 67 basis point increase in total cost of funds that reflects the relatively high short-term interest rates in the earlier part of the year, the intense competition for deposits, and a shift from non-interest bearing deposits to interest bearing funding primarily related to the GPG exit.
The decrease from the prior year was due primarily to the 30 basis point decrease in total cost of funds that primarily reflects the reduction in short-term interest rates that favorably impacted our cost of deposits Provision for Credit Losses – Loans and Loan Commitments The provision for credit losses for loans and loan commitments was $37.6 million for 2025, as compared to $6.3 million for 2024.
The decrease from the prior year was driven primarily by lower GPG revenue as that business was wound down, partially offset by an increase in service charges on deposit accounts. Non-Interest Expense Non-interest expense increased by $42.0 million to $173.6 million for 2024 as compared to $131.5 million for 2023.
The decrease from the prior year was driven primarily by the absence of $13.4 million in Banking-as-a-Service revenue. 55 Table of Contents Non-Interest Expense Non-interest expense was $176.0 million for 2025, an increase of $2.4 million from 2024.
At both December 31, 2024 and December 31, 2023, total CRE loans were 346.1% and 368.1% of the Bank’s risk-based capital, respectively. ​ 59 Table of Contents
At December 31, 2025 and December 31, 2024, total CRE loans were 376.5% and 346.1% of the Bank’s risk-based capital, respectively. The increase in the CRE concentration ratio was influenced by the Bank funding the share repurchase program and the anticipated quarterly dividends at the holding company level.
State and Municipal securities ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ 15,319 ​ 2.00 ​ ​ ​ 15,319 ​ ​ 13,633 ​ 2.00 ​ Residential MBS ​ ​ — — ​ ​ ​ — — ​ ​ ​ 858 1.98 ​ ​ ​ 374,374 ​ 1.93 ​ ​ 375,232 ​ 316,366 ​ 1.93 ​ Commercial MBS ​ ​ — — ​ ​ ​ 8,068 1.39 ​ ​ ​ — — ​ ​ ​ — ​ — ​ ​ ​ 8,068 ​ 7,192 ​ 1.39 ​ Total ​ $ 29,938 1.02 % ​ $ 8,068 1.39 % ​ $ 858 1.98 % ​ $ 389,693 1.93 % ​ $ 428,557 ​ $ 366,719 ​ 1.86 % ​ There were $750.3 million and $845.7 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $65.5 million and $60.0 million were encumbered, at December 31, 2024 and 2023, respectively.
State and Municipal securities ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ 15,065 ​ 2.00 ​ ​ ​ 15,065 ​ ​ 13,663 ​ 2.00 ​ Residential MBS ​ ​ — — ​ ​ ​ 366 2.16 ​ ​ ​ 4,983 1.36 ​ ​ ​ 328,166 ​ 1.91 ​ ​ 333,515 ​ 291,853 ​ 1.91 ​ Commercial MBS ​ ​ — — ​ ​ ​ 8,047 1.42 ​ ​ ​ — — ​ ​ ​ — ​ — ​ ​ ​ 8,047 ​ 7,566 ​ 1.42 ​ Total ​ $ — — % ​ $ 8,413 1.45 % ​ $ 4,983 1.36 % ​ $ 343,231 1.92 % ​ $ 356,627 ​ $ 313,082 ​ 1.90 % ​ At December 31, 2025, there were $807.5 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $118.2 million were encumbered.
Total cost of funds for 2024 was 332 basis points compared to 265 basis points for 2023, which reflects the relatively high short-term interest rates in the earlier part of the year, the intense competition for deposits, and a shift from non-interest bearing deposits to interest bearing funding primarily related to the GPG exit.
Total cost of funds for 2025 was 302 basis points compared to 332 basis points for 2024, which primarily reflects the reduction in short-term interest rates that favorably impacted our cost of deposits. Interest Income Interest income increased by $46.9 million to $515.3 million for 2025, as compared to $468.4 million for 2024.
At December 31, 2024 and 2023, the Company’s securities portfolio primarily consisted of investment grade mortgage-backed securities and collateralized mortgage obligations issued by government agencies. Allowance for Credit Losses – Securities Effective January 1, 2023, the Company estimates and recognizes an ACL for HTM debt securities pursuant to ASC 326.
At December 31, 2024, there were $750.3 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $65.5 million were encumbered. At December 31, 2025 and 2024, the Company’s securities portfolio primarily consisted of investment grade mortgage-backed securities and collateralized mortgage obligations issued by government agencies.
Government agency securities ​ $ 38,000 0.52 % ​ $ 24,999 0.88 % ​ $ — — % ​ $ 5,000 ​ 1.68 % ​ $ 67,999 ​ $ 63,752 ​ 0.74 % U.S.
Government agency securities ​ $ 10,000 0.61 % ​ $ 15,000 1.07 % ​ $ — — % ​ $ 5,000 ​ 1.68 % ​ $ 30,000 ​ $ 28,114 ​ 1.02 % U.S.
Non-accrual loans were included in the computation of average balances.
Interest income included fees that management considers to be adjustments to yields. Yields on tax-exempt obligations were not computed on a tax-equivalent basis. Non-accrual loans were included in the computation of average balances.
Treasury securities ​ $ 29,938 ​ 1.02 % ​ $ — ​ — % ​ $ — ​ — % ​ $ — ​ — % ​ $ 29,938 ​ $ 29,528 ​ 1.02 % U.S.
Treasury securities ​ $ — ​ — % ​ $ — ​ — % ​ $ — ​ — % ​ $ — ​ — % ​ $ — ​ $ — ​ 0.00 % U.S.
Deposits Total deposits were $6.0 billion at December 31, 2024, an increase of $245.7 million, or 4.3%, from December 31, 2023.
The decrease was due primarily to decreases in accounts payable, accrued expenses and other liabilities, including lease liabilities. 51 Table of Contents Deposits Total deposits were $7.4 billion at December 31, 2025, an increase of $1.4 billion, or 23.3%, from December 31, 2024.

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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 changeIn the event of an instantaneous and sustained parallel downward shift of 200 basis point in interest rates, it would experience a 9.01% increase in net interest income. Economic Value of Equity Analysis The Company analyzes the sensitivity of its financial condition to changes in interest rates through an EVE model.
Biggest changeIn the event of an instantaneous and sustained parallel downward shift of 200 basis point in interest rates, it would experience a 4.08% increase in net interest income. ​ ​ ​ ​ ​ ​ ​ At December 31, 2025 ​ Change in ​ Net ​ Year 1 ​ Interest ​ Interest ​ Change ​ Rates ​ Income Year 1 ​ from ​ (basis points) ​ ​ ​ Forecast ​ ​ ​ Level ​ +300 ​ ​ 332,495 ​ (2.26) % +200 ​ ​ 334,696 ​ (1.61) ​ +100 ​ ​ 337,597 ​ (0.76) ​ — ​ ​ 340,179 ​ — ​ -100 ​ ​ 346,537 ​ 1.87 ​ -200 ​ ​ 354,042 ​ 4.08 ​ -300 ​ ​ 365,589 ​ 7.47 ​ ​ ​ 59 Table of Contents Economic Value of Equity Analysis The Company analyzes the sensitivity of its financial condition to changes in interest rates through an EVE model.
The Board of Directors bears the ultimate oversight responsibility for the Company’s asset and liability management function. The Company’s ALCO is responsible for assisting the Board of Directors with this oversight. The ALCO has further assigned responsibility for the day-to-day management of IRR to the CFO, or their designee.
The Board of Directors bears the ultimate responsibility for the Company’s asset and liability management function. The Company’s ALCO is responsible for assisting the Board of Directors with this oversight. The ALCO has further assigned responsibility for the day-to-day management of IRR to the CFO, or their designee.
Although the net interest income table below provides an indication of the Company’s interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on net interest income and may differ from actual results.
Although the net interest income table below provides an indication of the Company’s interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not necessarily provide a precise forecast of the effect of changes in market interest rates on net interest income and estimates may differ from actual results.
Based upon the nature of its operations, the Company is not subject to FX or commodity price risk. Interest Rate Risk As a financial institution, the Company’s primary market risk exposure is IRR.
Based upon the nature of its operations, the Company is not directly subject to FX or commodity price risk. Interest Rate Risk As a financial institution, the Company’s primary market risk exposure is IRR.
The following table shows the estimated impact on net interest income for the one-year period beginning December 31, 2024 resulting from potential changes in interest rates, expressed in basis points. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain.
The following table shows the estimated impact on net interest income for the one-year period beginning December 31, 2025 resulting from potential changes in interest rates, expressed in basis points. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain.
The Company manages its exposure to interest rates primarily by prudently structuring its balance sheet in the ordinary course of business. The Company generally originates fixed and floating rate loans with maturities of less than five years. The IRR on these loans is offset to some degree by the mix and structure of the deposit portfolio.
The Company manages its exposure to interest rates primarily by prudently structuring its balance sheet in the ordinary course of business. The Company generally originates fixed and floating rate loans with maturities of less than five years. 58 Table of Contents The IRR on these loans is offset to some degree by the mix and structure of the deposit portfolio.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk General The principal objective of the Company’s asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of IRR while maximizing net income and preserving adequate levels of liquidity and capital.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk General The principal objective of the Company’s asset and liability management function is to evaluate the interest rate risk embedded within the balance sheet to inform a controlled assumption of IRR while maximizing net income and preserving adequate levels of liquidity and capital.
(2) EVE is the fair value of expected cash flows from assets, less the fair value of the expected cash flows arising from liabilities adjusted for the value of off-balance sheet contracts. ​ The table above indicates that at December 31, 2024, in the event of an immediate upward shift of 200 basis in interest rates, the Company would experience a 12.88% decrease in its EVE.
(2) EVE is the fair value of expected cash flows from assets, less the fair value of the expected cash flows arising from liabilities adjusted for the value of off-balance sheet contracts. ​ The table above indicates that at December 31, 2025, in the event of an immediate upward shift of 200 basis in interest rates, the Company would experience a 7.8% decrease in its EVE.
Also, as market conditions vary, prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will likely deviate from those assumed.
Also, as market conditions vary, it is not unlikely that prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will deviate from those assumed.
In the event of an immediate downward shift of 200 basis points in interest rates, the Company would experience a 7.50% increase in its EVE. 61 Table of Contents The preceding simulation analyses do not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results.
In the event of an immediate downward shift of 200 basis points in interest rates, the Company would experience a 4.71% increase in its EVE. The preceding simulation analyses do not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results.
Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities, and the fair value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. IRR is the potential for economic losses due to future interest rate changes.
Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities, and, by varying degrees, the fair value of all interest-earning assets and interest-bearing liabilities. IRR is the potential for economic losses due to future interest rate changes.
These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values. The objective is to measure the effect on net interest income and to adjust, as deemed appropriate, the balance sheet to manage the inherent risk while at the same time maximizing income.
The objective of IRR management is to estimate the effect of changes in interest rates on net interest income and to adjust, as deemed appropriate, the balance sheet to manage the inherent risk while at the same time maximizing income.
The table below represents an analysis of IRR as measured by the estimated changes in EVE, resulting from instantaneous and sustained parallel shifts in the yield curve (+/- 100, +/- 200, +/- 300 and +/- 400 basis points) at December 31, 2024 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ ​ ​ ​ ​ Increase (Decrease) in ​ ​ ​ ​ ​ ​ EVE ​ Change in ​ ​ ​ ​ ​ ​ ​ ​ Interest Rates ​ Estimated ​ ​ ​ ​ ​ (basis points) (1) EVE (2) Dollars Percent +400 ​ $ 524,002 ​ $ (183,361) ​ (25.92) % +300 ​ ​ 569,851 ​ ​ (137,512) ​ (19.44) ​ +200 ​ ​ 616,284 ​ ​ (91,079) ​ (12.88) ​ +100 ​ ​ 666,702 ​ ​ (40,661) ​ (5.75) ​ — ​ ​ 707,363 ​ ​ — ​ — ​ -100 ​ ​ 739,238 ​ ​ 31,875 ​ 4.51 ​ -200 ​ ​ 760,405 ​ ​ 53,042 ​ 7.50 ​ -300 ​ ​ 774,656 ​ ​ 67,293 ​ 9.51 ​ -400 ​ ​ 767,882 ​ ​ 60,519 ​ 8.56 ​ (1) Assumes an immediate uniform change in interest rates at all maturities.
The table below represents an analysis of IRR as measured by the estimated changes in EVE, resulting from instantaneous and sustained parallel shifts in the yield curve (+/- 100, +/- 200 and +/- 300 basis points) at December 31, 2025 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ ​ ​ ​ ​ Increase (Decrease) in ​ ​ ​ ​ ​ ​ EVE ​ Change in ​ ​ ​ ​ ​ ​ ​ ​ Interest Rates ​ Estimated ​ ​ ​ ​ ​ (basis points) (1) ​ ​ ​ EVE (2) ​ ​ ​ Dollars ​ ​ ​ Percent ​ ​ ​ +300 ​ $ 1,050,915 ​ $ (137,512) ​ (11.59) % +200 ​ ​ 1,095,978 ​ ​ (92,760) ​ (7.80) % +100 ​ ​ 1,147,835 ​ ​ (40,903) ​ (3.44) ​ — ​ ​ 1,188,738 ​ ​ — ​ — ​ -100 ​ ​ 1,222,332 ​ ​ 33,594 ​ 2.83 ​ -200 ​ ​ 1,244,685 ​ ​ 55,947 ​ 4.71 ​ -300 ​ ​ 1,264,093 ​ ​ 75,355 ​ 6.34 ​ (1) Assumes an immediate uniform change in interest rates at all maturities.
Removed
The following table indicates the 60 Table of Contents sensitivity of projected annualized net interest income to the interest rate movements described above (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ At December 31, 2024 ​ Change in ​ Net ​ Year 1 ​ Interest ​ Interest ​ Change ​ Rates ​ Income Year 1 ​ from ​ (basis points) Forecast Level ​ +400 ​ $ 214,696 ​ (17.02) % +300 ​ ​ 225,492 ​ (12.85) ​ +200 ​ ​ 236,305 ​ (8.67) ​ +100 ​ ​ 247,890 ​ (4.19) ​ — ​ ​ 258,731 ​ — ​ -100 ​ ​ 270,244 ​ 4.45 ​ -200 ​ ​ 282,055 ​ 9.01 ​ -300 ​ ​ 296,024 ​ 14.41 ​ -400 ​ ​ 313,626 ​ 21.22 ​ ​ The table above indicates that at December 31, 2024, in the event of an instantaneous and sustained parallel upward shift of 200 basis points in interest rates, the Company would experience a 8.67% decrease in net interest income.
Added
These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair value risk.
Added
The table below indicates that at December 31, 2025, in the event of an instantaneous and sustained parallel upward shift of 200 basis points in interest rates, the Company would experience a 1.61% decrease in net interest income.

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