Dime Community Bancshares
Annual Report 2023

Plain-text annual report

D I M E C O M M U N I T Y B A N C S H A R E S , I N C . 2 0 2 3 A N N U A L R E P O R T 2023 Annual Report DIME COMMUNITY BANCSHARES, INC. 898 Veterans Memorial Highway, Suite 560, Hauppauge, NY 11788 dime.com 2023 Fellow Shareholders: Our vision at Dime Community Bank is to become the premier community commercial bank from Montauk to Manhattan, by partnering and building trusted relationships with our colleagues and customers and providing solutions for their financial success. Our customers value our local decisioning, and our single point of contact approach, matched with best-in- class technology. They also value Dime’s long history of financial strength. Since opening our doors in 1864, Dime has endured the great depression, two world wars, the financial crisis of 2008, and a global pandemic. At each point, Dime has leaned into the communities we serve to support their needs and provided a safe harbor during these times. 2023 in Review 2023 was marked by the failure of several regional banks. While these events shook the confidence of banking customers nationwide, Dime stood firm. As a result of our strong balance sheet, which is supported by over $1.0 Billion in Tier 1 capital, we grew both loans and deposits in 2023. We took our Private and Commercial Bank operations to the next level and seized the opportunity to hire several productive banking teams. Importantly, we made numerous enhancements to our systems and processes and created a best-in-class customer experience. I would like to thank all our employees for this bank-wide initiative, which will serve us well in the years ahead. The initial results of the expansion of the Private and Commercial Bank are well documented. Dime’s Private and Commercial Bank booked over $500 Million of low-cost deposits in less than twelve months. As we continue to execute on our growth plan, we expect to remain active on the recruitment front. 5-Year Total Asset Trend $ in Billions1 $11.3 $11.9 $12.1 $13.2 $13.6 $15 $12 $9 $6 $3 $0 Customer Focused and Community Driven in 2024 As we continue our journey of recruitment and growth, we have also focused on diversifying our balance sheet with the addition of a new Healthcare lending vertical. We believe we have state-of-the-art and customer centric technology: some examples include Dime Escrow Express for Law Firms & Title Companies, Positive Pay for Fraud Prevention, and Smart Safe Remote Deposit with next-day credit for specialized industries. Our commitment to the communities we serve remains just as strong as our commitment to growth. Our 60 branch locations, now including Staten Island, remain as foundational pillars of strength and stability in our communities; our branch network is a valuable source of low-cost, granular deposits. We have not slowed down after receiving an “Outstanding” rating for our efforts pertaining to the Community Reinvestment Act of 1977. In fact, in classic Dime fashion, we have leaned in to work harder. We now have over 200 employee volunteers for community efforts. This is a testament to our dedicated employees. In closing, we are steadfast in our commitment to become the premier community commercial bank, from Montauk to Manhattan and delivering value for our shareholders, customers, and communities alike. Sincerely, $15 $12 $11.3 $11.9 $12.1 $13.2 $13.6 Stuart H. Lubow President & Chief Executive Officer $9 $6 $3 $0 $12 $10 $8 2019 2020 2021 2022 2023 5-Year Deposit & Loan Trend $ in Billions1 $10.5 $10.5 $10.5 $10.3 $10.7 $10.0 $9.0 $9.1 $9.2 $8.2 2019 2020 2021 2022 2023 2019 2020 2021 2022 2023 1Totals represent combined historical data for the merged entities as of year-end. Deposits Loans $12 $10 $10.5 $10.5 $10.5 $10.3 $10.7 $10.0 $9.0 $9.1 $9.2 FORM 10-K 2023 [(cid:100)(cid:346)(cid:349)(cid:400)(cid:3)(cid:393)(cid:258)(cid:336)(cid:286)(cid:3)(cid:349)(cid:374)(cid:410)(cid:286)(cid:374)(cid:415)(cid:381)(cid:374)(cid:258)(cid:367)(cid:367)(cid:455)(cid:3)(cid:367)(cid:286)(cid:332)(cid:3)(cid:271)(cid:367)(cid:258)(cid:374)(cid:364)] (cid:1409)(cid:1409) (cid:1407) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Commission file number 001-34096 Dime Community Bancshares, Inc. (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 11-2934195 (I.R.S. employer identification number) 898 Veterans Memorial Highway, Suite 560, Hauppauge, NY (Address of principal executive offices) 11788 (Zip Code) Registrant’s telephone number, including area code: (631) 537-1000 Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Common Stock, par value $0.01 per share Preferred Stock, Series A, par value $0.01 per share Trading Symbol(s) DCOM DCOMP Name of exchange on which registered The Nasdaq Stock Market The Nasdaq Stock Market Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES (cid:1409) NO (cid:1407) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES (cid:1407) NO (cid:1409) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES (cid:1409) NO (cid:1407) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES (cid:1409) NO (cid:1407) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer (cid:1409) Non-accelerated filer (cid:1407) Accelerated filer (cid:1407) Smaller reporting company (cid:1407) Emerging growth company (cid:1407) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:1407) Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. (cid:1409) If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. (cid:1407) Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). (cid:1407) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes (cid:1407) No (cid:1409) The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2023 was approximately $610.4 million based upon the $17.63 closing price on the NASDAQ National Market for a share of the registrant’s common stock on June 30, 2023. The registrant had 38,826,981 shares of common stock, $0.01 par value, outstanding as of February 15, 2024. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement to be distributed on behalf of the Board of Directors of Registrant in connection with the Annual Meeting of Shareholders to be held on May 23, 2024 and any adjournment thereof, are incorporated by reference in Part III. TABLE OF CONTENTS PART I Business Risk Factors Unresolved Staff Comments Cybersecurity Properties Legal Proceedings Mine Safety Disclosures PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [Reserved] Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Exhibits, Financial Statement Schedules Form 10-K Summary Signatures PART IV Page 5 14 21 21 23 23 23 24 25 25 42 45 104 104 104 104 105 105 105 105 105 106 112 113 Item 1. Item 1A. Item 1B. Item 1C. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 9C. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. Item 16. 3 Cautionary Note Regarding Forward-Looking Statements This report contains statements relating to our future results (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of our management. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimated,” “assumes,” “likely,” and variations of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, possible or assumed estimates with respect to the financial condition, expected or anticipated revenue, and results of operations and our business, including earnings growth; revenue growth in retail banking, lending and other areas; origination volume in the consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title insurance subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies. We claim the protection of the safe harbor for forward-looking statements contained in the PSLRA. Forward-looking statements are based upon various assumptions and analyses made by Dime Community Bancshares, Inc. together with its direct and indirect subsidiaries, (the “Company”) in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond the Company’s control) that could cause actual conditions or results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, you should not place undue reliance on such statements. These factors include, without limitation, the following: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) there may be increases in competitive pressure among financial institutions or from non-financial institutions; inflation and fluctuation in market interest rates may affect demand for our products, operating costs, interest margins and the fair value of financial instruments; our net interest margin is subject to material short-term fluctuation based upon market rates; changes in deposit flows, loan demand or real estate values may affect the business of Dime Community Bank (the “Bank”); changes in accounting principles, policies or guidelines may cause the Company’s financial condition to be perceived differently; changes in corporate and/or individual income tax laws or policies may adversely affect the Company’s business or financial condition or results of operations; socio-economic conditions, including conditions caused by the COVID-19 pandemic and any other public health emergency, international conflict, inflation, and recessionary pressures, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry, may be different than the Company currently anticipates and may adversely affect our customers, financials results and operations; legislative, regulatory or policy changes may adversely affect the Company’s business or results of operations; technological changes may be more difficult or expensive than the Company anticipates; the Company may experiences breaches or failures of its information technology security systems; success or consummation of new business initiatives or the integration of any acquired entities may be more difficult or expensive than the Company anticipates; litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay the occurrence or non-occurrence of events longer than the Company anticipates; and the Company may be subject to other risks, as enumerated under Item 1A. Risk Factors in this Annual Report on Form 10-K and in quarterly and other reports filed by us with the Securities and Exchange Commission. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document. 4 Item 1. Business General PART I Dime Community Bancshares, Inc. (the “Company”) is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank (the “Bank”). The Bank was established in 1910 and is headquartered in Hauppauge, New York. The Holding Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank. The Company functions primarily as the holder of all of the Bank’s common stock. Our bank operations include Dime Community Inc., a real estate investment trust subsidiary, and Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services. For over a century, we have maintained our focus on building customer relationships in our market area. Our mission is to grow through the provision of exceptional service to our customers, our employees, and the community. We strive to achieve excellence in financial performance and build long-term shareholder value. We engage in providing full service commercial and consumer banking services, including accepting time, savings and demand deposits from the businesses, consumers, and local municipalities in our market area. These deposits, together with funds generated from operations and borrowings, are invested primarily in: (1) commercial real estate loans (“CRE”); (2) multi-family mortgage loans; (3) residential mortgage loans; (4) secured and unsecured commercial and consumer loans; (5) home equity loans; (6) construction and land loans; (7) Federal Home Loan Bank (“FHLB”), Federal National Mortgage Association (“Fannie Mae”), Government National Mortgage Association (“Ginnie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) mortgage-backed securities, collateralized mortgage obligations and other asset backed securities; (8) U.S. Treasury securities; (9) New York State and local municipal obligations; (10) U.S. government-sponsored enterprise (“U.S. GSE”) securities; and (11) corporate bonds. We also offer the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) programs, providing multi-millions of dollars of Federal Deposit Insurance Corporation (“FDIC”) insurance on deposits to our customers. In addition, we offer merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, and individual retirement accounts as well as investment services through Dime Financial Services LLC, which offers a full range of investment products and services through a third-party broker dealer. Through its title insurance subsidiary, the Bank acts as a broker for title insurance services. Our customer base is comprised principally of small and medium sized businesses, municipal relationships and consumer relationships. On February 1, 2021, Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”) merged with and into Bridge Bancorp, Inc., a New York corporation (“Bridge”) (the “Merger”), with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” (the “Holding Company”). At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Dime common stock, par value $0.01 per share, was converted into the right to receive 0.6480 shares of the Holding Company’s common stock, par value $0.01 per share. At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $0.01 (the “Dime Preferred Stock”), was converted into the right to receive one share of a newly created series of the Holding Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock. Immediately following the Merger, Dime Community Bank, a New York-chartered commercial bank and a wholly-owned subsidiary of Legacy Dime, merged with and into BNB Bank, a New York-chartered trust company and a wholly-owned subsidiary of Bridge, with BNB Bank as the surviving bank, under the name “Dime Community Bank” (the “Bank”). As of December 31, 2023, we operated 60 branch locations throughout Long Island and the New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island, and the Bronx. Human Capital Resources Demographics and Culture As of December 31, 2023, we employed 851 full-time equivalent employees. Our employees are not represented by a collective bargaining agreement. Our culture in the workplace encourages employees to care about each other, the 5 communities they serve, and the work they do. We believe strong community ties, customer focus, accountability, and development of the communities in which we operate will have a favorable long-term impact on our business performance. Our employees are passionate and empowered to build relationships and provide customized banking solutions to the communities we serve. We believe in hiring well-qualified people from a wide range of backgrounds who align to values like integrity, innovation, and teamwork. As an equal opportunity employer, our decisions to select and promote employees are unbiased as we seek to build a diverse and inclusive team of employees. Labor Policies and Benefits We offer our employees a comprehensive benefits package that will support, maintain, and protect their physical, mental, and financial health. We sponsor various wellness programs that promote the health and wellness of our employees. Training, Development and Retention We are committed to retaining employees by being competitive in providing cash and non-cash rewards, benefits, recognition, and professional development opportunities. We offer an 8-week summer internship program through local colleges that provide students with valuable experience in the professional fields they are considering career paths. It also provides a post-graduation pipeline of future employees. In addition, we maintain equity incentive plans under which we may issue shares of our common stock. Refer to Note 20. “Stock-Based Compensation” of the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further details of our equity incentive plans. We promote career development and continuing education by offering internal training programs and tuition reimbursement for programs that develop skills related to our business. Competition and Principal Market Areas All phases of our business are highly competitive. We face direct competition from a significant number of financial institutions operating in our market area, many with a statewide or regional presence, and in some cases, a national presence. There is also competition for banking business from competitors outside of our market areas. Most of these competitors are significantly larger than us, and therefore have greater financial and marketing resources and lending limits than us. The fixed cost of regulatory compliance remains high for community banks as compared to their larger competitors that are able to achieve economies of scale. We consider our major competition to be local commercial banks as well as other commercial banks with branches in our market area. Other competitors include savings banks, credit unions, mortgage brokers and other financial services firms, such as investment and insurance companies. Increased competition within our market areas may limit growth and profitability. The title insurance subsidiary also faces competition from other title insurance brokers as well as directly from the companies that underwrite title insurance. In New York State, title insurance is obtained on most transfers of real estate and mortgage transactions. Our principal market area is Greater Long Island, which includes the counties of Kings, Queens, Nassau and Suffolk, and Manhattan. Industries represented across the principal market areas include retail establishments; construction and trades; restaurants and bars; lodging and recreation; professional entities; real estate; health services; passenger transportation; high-tech manufacturing; and agricultural and related businesses. Given its proximity, Long Island’s economy is closely linked with New York City’s and major employers in the area include municipalities, school districts, hospitals, and financial institutions. Taxation The Holding Company, the Bank and its subsidiaries, report their income on a consolidated basis using the accrual method of accounting and are subject to federal taxation as well as income tax of the State and City of New York, and the State of New Jersey. In general, banks are subject to federal income tax in the same manner as other corporations. However, gains and losses realized by banks from the sale of available-for-sale securities are generally treated as ordinary income, rather than capital gains or losses. The taxation of net income is similar to federal taxable income subject to certain modifications. 6 Regulation and Supervision Dime Community Bank The Bank is a New York State-chartered trust company and a member of the Federal Reserve System (a “member bank”). The lending, investment, and other business operations of the Bank are governed by New York and federal laws and regulations. The Bank is subject to extensive regulation by the New York State Department of Financial Services (“NYSDFS”) and, as a member bank, by the Board of Governors of the Federal Reserve System (“FRB”). The Bank’s deposit accounts are insured up to applicable limits by the FDIC under its Deposit Insurance Fund (“DIF”) and the FDIC has certain regulatory authority as deposit insurer. A summary of the primary laws and regulations that govern the Bank’s operations are set forth below. Loans and Investments The powers of a New York commercial bank (which include, for this purpose, trust companies such as the Bank) are established by New York law and applicable federal law. New York commercial banks have authority to originate and purchase any type of loan, including commercial, commercial real estate, residential mortgage, and consumer loans. Aggregate loans by a state commercial bank to any single borrower or group of related borrowers are generally limited to 15% of the Bank’s capital and surplus, plus an additional 10% if secured by specified readily marketable collateral. Federal and state law and regulations limit the Bank’s investment authority. Generally, a state member bank is prohibited from investing in corporate equity securities for its own account other than the equity securities of companies through which the bank conducts its business. Under federal and state regulations, a New York state member bank may invest in investment securities for its own account up to a specified limit depending upon the type of security. “Investment Securities” are generally defined as marketable obligations that are investment grade and not predominantly speculative in nature. Applicable regulations classify investment securities into five different types and, depending on its type, a state member bank may have the authority to deal in and underwrite the security. New York state member banks may also purchase certain non-investment securities that can be reclassified and underwritten as loans. Lending Standards The federal banking agencies adopted uniform regulations prescribing standards for extensions of credit that are secured by liens on interests in real estate or made for the purpose of financing the construction of a building or other improvements to real estate. Under these regulations, all insured depository institutions, like the Bank, adopted and maintain written policies that establish appropriate limits and standards for extensions of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate. These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and documentation, approval and reporting requirements. The real estate lending policies must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies that have been adopted by the federal bank regulators. Federal Deposit Insurance The Bank is a member of the DIF, which is administered by the FDIC. Our deposit accounts are insured by the FDIC. The deposit insurance available on all deposit accounts is $250,000. The FDIC assesses insured depository institutions to maintain the DIF. Under the FDIC’s risk-based assessment system, institutions deemed less risky pay lower assessments. Assessments for institutions with $10 billion or more of assets are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure. The assessment range (inclusive of possible adjustments specified by the regulations) for institutions with total assets of more than $10 billion is 2.5 to 42 basis points, effective January 1, 2023. In 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the DIF associated with the closures of Silicon Valley Bank and Signature Bank. 7 Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order or condition imposed by the FDIC. The Company does not know of any practice, condition or violation that might lead to termination of deposit insurance. Capitalization Federal regulations require FDIC insured depository institutions, including state member banks, to meet several minimum capital standards: a common equity tier 1 capital to risk-based assets ratio of 4.5%, a tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8.0%, and a tier 1 capital to total assets leverage ratio of 4.0%. The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Common equity tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity tier 1 and additional tier 1 capital. Additional tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes tier 1 capital (common equity tier 1 capital plus additional tier 1 capital) and tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock, mandatory convertible securities, and subordinated debt. Also included in tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of accumulated other comprehensive income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity tier 1 capital (including unrealized gains and losses on available-for-sale-securities). The Bank has exercised this opt-out election. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one- to-four family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. Safety and Soundness Standards Each federal banking agency, including the FRB, has adopted guidelines establishing general standards relating to internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees, and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder. On April 26, 2016, the federal regulatory agencies approved a second proposed joint rulemaking to implement Section 956 of the Dodd-Frank Act, which prohibits incentive-based compensation that encourages inappropriate risk taking. In addition, the NYSDFS issued guidance applicable to incentive compensation in October 2016. 8 Prompt Corrective Action Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, the statute establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. The FRB may order member banks which have insufficient capital to take corrective actions. For example, a bank which is categorized as “undercapitalized” would be subject to other growth limitations, would be required to submit a capital restoration plan, and a holding company that controls such a bank would be required to guarantee that the bank complies with the capital restoration plan. A “significantly undercapitalized” bank would be subject to additional restrictions. Member banks deemed by the FRB to be “critically undercapitalized” would be subject to the appointment of a receiver or conservator. The final rule that increased regulatory capital standards adjusted the prompt corrective action tiers as of January 1, 2015. The various categories were revised to incorporate the new common equity tier 1 capital requirement, the increase in the tier 1 to risk-based assets requirement and other changes. Under the revised prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized”: (1) a common equity tier 1 risk-based capital ratio of 6.5% (new standard); (2) a tier 1 risk-based capital ratio of 8.0% (increased from 6.0%); (3) a total risk-based capital ratio of 10.0% (unchanged); and (4) a tier 1 leverage ratio of 5.0% (unchanged). Dividends Under federal law and applicable regulations, a New York state member bank may generally declare a dividend, without prior regulatory approval, in an amount equal to its year-to-date retained net income plus the prior two years’ retained net income that is still available for dividend. Dividends exceeding those amounts require application to and approval by the NYSDFS and FRB. In addition, a member bank may be limited in paying cash dividends if it does not maintain the capital conservation buffer described previously under “—Capitalization.” Liquidity Pursuant to federal regulations, the Bank is required to maintain sufficient liquidity to ensure its safe and sound operation. Branching Subject to certain limitations, with approval of the FRB, New York state-chartered banks and trust companies can open their initial branches in other states by establishing a de novo branch at any location at which a bank chartered by that state could also establish a branch. Federal law also permits an interstate merger transaction involving the acquisition of a branch without the acquisition of the bank only if the law of the state in which the branch is located permits out-of-state banks to acquire a branch of a bank in such state without acquiring the bank. Acquisitions Under the Federal Bank Merger Act, prior approval of the FRB is required for the Bank to merge with or purchase the assets or assume the deposits of another insured depository institution. In reviewing applications seeking approval of merger and acquisition transactions, the FRB will consider, among other factors, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the CRA (see “Community Reinvestment”) and its compliance with fair housing and other consumer protection laws and the effectiveness of the subject organizations in combating money laundering activities. 9 Privacy and Security Protection The federal banking agencies have adopted regulations for consumer privacy protection that require financial institutions to adopt procedures to protect customers and their “non-public personal information.” The regulations require the Bank to disclose its privacy policy, including identifying with whom it shares “non-public personal information,” to customers at the time of establishing the customer relationship, and annually thereafter if there are changes to its policy. In addition, the Bank is required to provide its customers the ability to “opt-out” of: (1) the sharing of their personal information with unaffiliated third parties if the sharing of such information does not satisfy any of the permitted exceptions; and (2) the receipt of marketing solicitations from Bank affiliates. The Bank is additionally subject to regulatory guidelines establishing standards for safeguarding customer information. The guidelines describe the federal banking agencies’ expectations for the creation, implementation and maintenance of an information security program, including administrative, technical and physical safeguards appropriate for the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, and protect against anticipated threats or hazards to the security or integrity of such records and unauthorized access to or use of such records or information that could result in substantial customer harm or inconvenience. Federal law additionally permits each state to enact legislation that is more protective of consumers’ personal information. There are periodically privacy bills considered by the New York legislature. Management of the Company cannot predict the impact, if any, of these bills if enacted. Cybersecurity more broadly has become a focus of federal and state banking agencies, including during the regulators’ examinations. In March 2017, the NYSDFS issued regulations requiring financial institutions regulated by the NYSDFS, including the Bank, to, among other things, (i) establish and maintain a cyber security program designed to ensure the confidentiality, integrity and availability of their information systems; (ii) implement and maintain a written cyber security policy setting forth policies and procedures for the protection of their information systems and nonpublic information; and (iii) designate a Chief Information Security Officer. In November 2023, NYSDFS amended these regulations to include heightened governance requirements and an expansion of the breadth and depth of required policies and procedures, among other things. Transactions with Affiliates and Insiders Sections 23A and 23B of the Federal Reserve Act govern transactions between a member bank and its affiliates, which includes the Company. The FRB has adopted Regulation W, which comprehensively implements and interprets Sections 23A and 23B, and codifies prior FRB interpretations under those sections. An affiliate of a bank includes, among other things, any company or entity that controls, is controlled by or is under common control with the bank. A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under federal law is generally not treated as an affiliate of the bank for the purposes of Sections 23A and 23B and Regulation W; however, the FRB has the discretion to treat subsidiaries of a bank as affiliates on a case-by-case basis. Section 23A and Regulation W limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such bank’s capital stock and surplus, and limit all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. Section 23A and Regulation W also require that all “covered transactions” be on terms that are consistent with safe and sound banking practices. The term “covered transaction” includes the making of loans, purchase of assets, issuance of guarantees and other similar types of transactions. Further, most loans by a bank to any of its affiliates must be secured by collateral in amounts ranging from 100 to 130 percent of the loan amounts. In addition, under Section 23B and Regulation W, bank transactions with affiliates, including “covered transactions,” sales of assets, and the furnishing of services, must be on terms that are substantially the same, or at least as favorable, to the bank as those prevailing at the time for comparable transactions with or involving a non-affiliate. A bank’s loans to its affiliates executive officers, directors, any owner of more than 10% of its stock (each, an insider) and entities controlled by such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the FRB’s Regulation O implemented thereunder. Under these restrictions, 10 the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one- borrower limit applicable to national banks. All loans by a bank to all insiders and insiders’ related interests in the aggregate may not exceed the bank’s unimpaired capital and unimpaired surplus. With certain exceptions, loans to an executive officer, other than loans for the education of the officer’s children and certain loans secured by the officer’s residence, may not exceed the greater of $25,000 or 2.5% of the bank’s unimpaired capital and unimpaired surplus, and in no event can be more than $100,000. Regulation O also requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the bank, with any interested director not participating in the voting, if such loan, when aggregated with any existing loans to that insider and the insider’s related interests, would exceed either $500,000 or the greater of $25,000 or 5% of the bank’s unimpaired capital and surplus. Generally, such loans must be made on substantially the same terms as, and follow credit underwriting procedures that are no less stringent than, those that are prevailing at the time for comparable transactions with other persons and must not present more than a normal risk of repayment or present other unfavorable features. An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the bank and that does not give any preference to insiders of the bank over other employees of the bank. Examinations and Assessments The Bank is required to file periodic reports with and is subject to periodic examination by the NYSDFS and the FRB. Applicable laws and regulations generally require periodic on-site examinations and annual audits by independent public accountants for all insured institutions. The Bank is required to pay an annual assessment to the NYSDFS to fund its supervision. Federal law provides that institutions with more than $10 billion in total assets, such as the Bank, are examined by the Consumer Financial Protection Bureau (“CFPB”) as to compliance with certain federal consumer protection and fair lending laws and regulations. Community Reinvestment Act Under the federal Community Reinvestment Act (“CRA”), the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the FRB, in connection with its examination of the Bank, to assess its record of meeting the credit needs of its community and to take that record into account in its evaluation of certain applications by the Bank. For example, the regulations specify that a bank’s CRA performance will be considered in its expansion (e.g., branching or mergers) proposals and may be the basis for approving, denying or conditioning the approval of an application. On October 24, 2023, the FDIC, the Federal Reserve Board, and the Office of the Comptroller of the Currency issued a final rule to strengthen and modernize the CRA regulations. Under the final rule, banks with assets of at least $2 billion as of December 31 in both of the prior two calendar years will be a “large bank.” The agencies will evaluate large banks under four performance tests: the Retail Lending Test, the Retail Services and Products Test, the Community Development Financing Test, and the Community Development Services Test. The applicability date for the majority of the provisions in the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027. As of the date of its most recent CRA examination, which was conducted by the Federal Reserve Bank of New York and the NYSDFS, the Bank’s CRA performance was rated “Outstanding”. New York law imposes a similar obligation on the Bank to serve the credit needs of its community. New York law contains its own community invested-related provisions, which are substantially similar to federal law. The Bank Secrecy Act and USA PATRIOT Act The Bank Secrecy Act (“BSA”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) require the Bank to implement a compliance program to detect and prevent money laundering, terrorist financing, and crime. Together, the BSA and USA PATRIOT Act require the Bank to implement internal controls, conduct customer due diligence, maintain records, and file reports. The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls 11 designed to combat money laundering activities in determining whether to approve a merger or other acquisition application. Accordingly, if the Bank engages in a merger or other acquisition, its controls designed to combat money laundering would be considered as part of the application process. The Bank has established policies, procedures and systems designed to comply with the BSA, USA PATRIOT Act, and regulations implemented thereunder. Dime Community Bancshares, Inc. The Company, as a bank holding company controlling the Bank, is subject to the Bank Holding Company Act of 1956, as amended (“BHCA”), and the rules and regulations of the FRB under the BHCA applicable to bank holding companies. We are required to file reports with, and otherwise comply with the rules and regulations of the FRB. The FRB previously adopted consolidated capital adequacy guidelines for bank holding companies structured similarly, but not identically, to those applicable to the Bank. The Dodd-Frank Act directed the FRB to issue consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. The FRB subsequently issued regulations amending its regulatory capital requirements to implement the Dodd-Frank Act as to bank holding company capital standards. Consolidated regulatory capital requirements identical to those applicable to the subsidiary banks applied to bank holding companies as of January 1, 2015. As is the case with institutions themselves, the capital conservation buffer was phased-in between 2016 and 2019. The Company met all capital adequacy requirements under the FRB’s capital rules on December 31, 2023. The policy of the FRB is that a bank holding company must serve as a source of strength to its subsidiary banks by providing capital and other support in times of distress. The Dodd-Frank Act codified the source of strength policy. Under the prompt corrective action provisions of federal law, a bank holding company parent of an undercapitalized subsidiary bank is required to guarantee, within specified limits, the capital restoration plan that is required of an undercapitalized bank. If an undercapitalized bank fails to file an acceptable capital restoration plan or fails to implement an accepted plan, the FRB may prohibit the bank holding company parent of the undercapitalized bank from paying dividends or making any other capital distribution. As a bank holding company, we are required to obtain the prior approval of the FRB to acquire more than 5% of a class of voting securities of any additional bank or bank holding company or to acquire all, or substantially all, the assets of any additional bank or bank holding company. In addition, bank holding companies may generally only engage in activities that are closely related to banking as determined by the FRB. Bank holding companies that meet certain criteria may opt to become a financial holding company and thereby engage in a broader array of financial activities. The Company has elected not to become a financial holding company. FRB policy is that a bank holding company should pay cash dividends only to the extent that the company’s net income is sufficient to fund the dividends and the prospective rate of earnings retention is consistent with the company’s capital needs, asset quality and overall financial condition. In addition, FRB guidance sets forth the supervisory expectation that bank holding companies will inform and consult with FRB staff in advance of issuing a dividend that exceeds earnings for the quarter and should inform the FRB and should eliminate, defer or significantly reduce dividends if (i) net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition, or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. Moreover, the guidance indicates that a bank holding company should notify the FRB in advance of declaring or paying a dividend that exceeds earnings for the period (e.g., quarter) for which the dividend is being paid or that could result in a material adverse change to the organization’s capital structure. FRB guidance also provides for consultation and nonobjection for material increases in the amount of a bank holding company’s common stock dividend. Current FRB regulations provide that a bank holding company that is not well capitalized or well managed, as such terms are defined in the regulations, or that is subject to any unresolved supervisory issues, is required to give the FRB prior written notice of any repurchase or redemption of its outstanding equity securities if the gross consideration for repurchase or redemption, when combined with the net consideration paid for all such repurchases or redemptions during the 12 preceding 12 months, will be equal to 10% or more of the company’s consolidated net worth. The FRB may disapprove such a repurchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice or violate a law or regulation. FRB guidance generally provides for bank holding company consultation with FRB staff prior to engaging in a repurchase or redemption of a bank holding company’s stock, even if a formal written notice is not required. The guidance provides that the purpose of such consultation is to allow the FRB to review the proposed repurchases or redemption from a supervisory perspective and possibly object. The NYSDFS and FRB have extensive enforcement authority over the institutions and holding companies that they regulate to prohibit or correct activities that violate law, regulation or written agreements with the agencies or which are deemed to be unsafe or unsound banking practices. Enforcement actions may include: the appointment of a conservator or receiver for an institution; the issuance of a cease and desist order; the termination of deposit insurance; the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties; the issuance of directives to increase capital; the issuance of formal and informal agreements; the removal of or restrictions on directors, officers, employees and institution-affiliated parties; and the enforcement of any such mechanisms through restraining orders or other court actions. Any change in applicable New York or federal laws and regulations could have a material adverse impact on us and our operations and stockholders. We file certain reports with the Securities and Exchange Commission (“SEC”) under the federal securities laws. Our operations are also subject to extensive regulation by other federal, state and local governmental authorities and the Company is subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of its operations. We believe that we are in substantial compliance, in all material respects, with applicable federal, state and local laws, rules and regulations. Because our business is highly regulated, the laws, rules and regulations applicable to it are subject to regular modification and change. There can be no assurance that laws, rules and regulations currently proposed, or any other laws, rules or regulations, will not be adopted in the future, which could make compliance more difficult or expensive or otherwise adversely affect our business, financial condition or prospects. Other Information Through a link on the Investor Relations section of our website of www.dime.com, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) for 15(d) of the Exchange Act, are made available, free of charge, as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Copies of such reports and other information also are available at no charge to any person who requests them or at www.sec.gov. Such requests may be directed to Dime Community Bancshares, Inc., Investor Relations, 898 Veterans Memorial Highway, Suite 560, Hauppauge, NY 11788, (631) 537-1000. Information on our website is not incorporated by reference and is not a part of this annual report on Form 10-K. 13 Item 1A. Risk Factors Risks Related to our Loan Portfolio The concentration of our loan portfolio in loans secured by commercial, multi-family and residential real estate properties located in Greater Long Island and Manhattan could materially adversely affect our financial condition and results of operations if general economic conditions or real estate values in this area decline. Unlike larger banks that are more geographically diversified, our loan portfolio consists primarily of real estate loans secured by commercial, multi-family and residential real estate properties located in Greater Long Island and Manhattan. The local economic conditions in Greater Long Island and Manhattan have a significant impact on the volume of loan originations and the quality of loans, the ability of borrowers to repay these loans, and the value of collateral securing these loans. A considerable decline in the general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact these local economic conditions and could negatively affect our financial condition and results of operations. Additionally, decreases in tenant occupancy may also have a negative effect on the ability of borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings. If our regulators impose limitations on our commercial real estate lending activities, earnings could be adversely affected. In 2006, the federal bank regulatory agencies (collectively, the “Agencies”) issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). Although the CRE Guidance did not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure may receive increased supervisory scrutiny where total non-owner occupied CRE loans, including loans secured by apartment buildings, investor CRE and construction and land loans, represent 300% or more of an institution’s total risk-based capital and the outstanding balance of the CRE loan portfolio has increased by 50% or more during the preceding 36 months. The Consolidated Company’s non-owner occupied CRE level equaled 538% of total risk-based capital at December 31, 2023. If our regulators were to impose restrictions on the amount of CRE loans we can hold in our portfolio, or require higher capital ratios as a result of the level of CRE loans held, our earnings would be adversely affected. The performance of our multi-family real estate loans could be adversely impacted by regulation. Multi-family real estate loans generally involve a greater risk than residential real estate loans because of legislation and government regulations involving rent control and rent stabilization, which are outside the control of the borrower or the Bank, and could impair the value of the security for the loan or the future cash flow of such properties. For example, on June 14, 2019, the State of New York enacted legislation increasing the restrictions on rent increases in a rent-regulated apartment building, including, among other provisions, (i) repealing the vacancy bonus and longevity bonus, which allowed a property owner to raise rents as much as 20% each time a rental unit became vacant, (ii) eliminating high rent vacancy deregulation and high-income deregulation, which allowed a rental unit to be removed from rent stabilization once it crossed a statutory high-rent threshold and became vacant, or the tenant’s income exceeded the statutory amount in the preceding two years, and (iii) eliminating an exception that allowed a property owner who offered preferential rents to tenants to raise the rent to the full legal rent upon renewal. The legislation still permits a property owner to charge up to the full legal rent once the tenant vacates. As a result of this legislation as well as previously existing laws and regulations, it is possible that rental income might not rise sufficiently over time to satisfy increases in the loan rate at repricing or increases in overhead expenses (e.g., utilities, taxes, maintenance, etc.). For example, the New York City Rent Guidelines Board established the maximum rent increase on certain apartments at 3.0% for a one-year lease beginning on or after October 1, 2023 and on or after September 30, 2024, while the overall inflation rate increased at a greater rate. In addition, overhead (including maintenance) expenses often increase significantly during inflationary periods. Finally, if the cash flow from a collateral property is reduced (e.g., if leases are not obtained or renewed), the borrower’s ability to repay the loan and the value of the security for the loan may be impaired. 14 If we experience greater credit losses than anticipated, earnings may be adversely impacted. As a lender, we are exposed to the risk that customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Additionally, at December 31, 2023, our portfolio of commercial and industrial loans, and owner-occupied commercial real estate loans, totaled $2.31 billion, or 21.4% of our total loan portfolio. We plan to continue to emphasize the origination of these types of loans, which generally expose us to a greater risk of nonpayment and loss than residential real estate loans because repayment of such loans often depends on the successful operations and income stream of the borrowers. Additionally, such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to consumer loans or residential real estate loans. Hence, we may experience significant credit losses, which could have a material adverse effect on our operating results. Since the first quarter of 2021, we have been required to determine periodic estimates of lifetime expected credit losses on loans and recognize the expected credit losses as allowances for credit losses. This method of loan loss accounting represents a change from the previous method of providing allowances for loan losses that are probable, and greatly increased the types of data we need to collect and review to determine the appropriate level of the allowance for credit losses. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the amount of the allowance for credit losses, we rely on loan quality reviews, our past loss experience and that of our peer group, and an evaluation of economic conditions, among other factors. If our assumptions prove to be incorrect, the allowance for credit losses may not be sufficient to cover expected losses in the loan portfolio, resulting in additions to the allowance for credit losses. Material additions to the allowance for credit losses through charges to earnings would materially decrease our net income. Additionally, bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our results of operations and/or financial condition. We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties. The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. With respect to the Bank, the NYSDFS, FRB, CFPB, the United States Department of Justice and other federal and state agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity and restrictions on expansion. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations. The Company is subject to environmental liability risk associated with lending activities. A significant portion of the Company’s loan portfolio is secured by real property. During the ordinary course of business, the Company may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Company may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Company to incur substantial expenses and may materially reduce the affected property’s value or limit the Company’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Company’s exposure to environmental liability. Environmental reviews of real property before initiating foreclosure may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Company’s business, financial condition and results of operations. 15 Risks Related to Interest Rates Changes in interest rates could affect our profitability. Our ability to earn a profit, like most financial institutions, depends primarily on net interest income, which is the difference between the interest income that we earn on our interest-earning assets, such as loans and investments, and the interest expense that we pay on our interest-bearing liabilities, such as deposits and borrowings. Our profitability depends on our ability to manage our assets and liabilities during periods of changing market interest rates. During 2022 and 2023, in response to accelerated inflation, the Federal Reserve implemented monetary tightening policies, resulting in significantly increased interest rates. In a period of rising interest rates, the interest income earned on our assets may not increase as rapidly as the interest paid on our liabilities, demand for loan products may decline, and borrower defaults on loan payments may increase. A sustained decrease in market interest rates could also adversely affect our earnings. When interest rates decline, borrowers tend to refinance higher-rate, fixed-rate loans at lower rates. Under those circumstances, we may not be able to reinvest those prepayments in assets earning interest rates as high as the rates on those prepaid loans or in investment securities. Changes in interest rates also affect the fair value of the securities portfolio. Generally, the fair value of securities moves inversely with changes in interest rates. As of December 31, 2023, the carrying value of the securities portfolio totaled $1.48 billion. Management is unable to predict fluctuations of market interest rates, which are affected by many factors, including inflation, recession, unemployment, monetary policy, domestic and international disorder and instability in domestic and foreign financial markets, and investor and consumer demand. Risks Related to Regulation We operate in a highly regulated environment, Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings. The FRB and the NYSDFS periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a federal banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, we may take a number of different remedial actions as we deem appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place it into receivership or conservatorship. If we become subject to any regulatory actions, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects. Additionally, the CFPB has the authority to issue consumer finance regulations and is authorized, individually or jointly with bank regulatory agencies, to conduct investigations to determine whether any person is, or has, engaged in conduct that violates new and existing consumer financial laws or regulations. Banks with assets in excess of $10 billion are subject to requirements imposed by the Dodd-Frank Act and its implemented regulations, including the examination authority of the CFPB to assess our compliance with federal consumer financial laws, imposition of higher FDIC premiums, reduced debit card interchange fees, and enhanced risk management frameworks, all of which increase operating costs and reduce earnings. In addition, in accordance with a memorandum of understanding entered into between the CFPB and U.S. Department of Justice, the two agencies have agreed to coordinate efforts related to enforcing the fair 16 lending laws, which includes information sharing and conducting joint investigations, and have done so on a number of occasions. We face a risk of noncompliance and enforcement action with the federal Bank Secrecy Act (the “BSA”) and other anti-money laundering and counter terrorist financing statutes and regulations. The BSA, the USA PATRIOT Act and other laws and regulations require financial institutions, among others, to institute and maintain an effective anti-money laundering compliance program and to file reports such as suspicious activity reports and currency transaction reports. Our products and services, including our debit card issuing business, are subject to an increasingly strict set of legal and regulatory requirements intended to protect consumers and to help detect and prevent money laundering, terrorist financing and other illicit activities. We are required to comply with these and other anti- money laundering requirements. The federal banking agencies and the U.S. Treasury Department’s Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement efforts against banks and other financial services providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the regulations administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control. If we violate these laws and regulations, or our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the ability to obtain regulatory approvals to proceed with certain aspects of our business plan, including acquisitions. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could have a material adverse effect on our business, financial condition, results of operations and growth prospects. Risks Related to our Debt Securities The subordinated debentures that we issued have rights that are senior to those of our common shareholders. In 2015, the Company issued $40.0 million of 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2030. In 2022, the Company issued $160.0 million of 5.00% Fixed-to-Floating Rate Subordinated Debentures due 2032. Because these subordinated debentures rank senior to our common stock, if we fail to make timely principal and interest payments on the subordinated debentures, we may not pay any dividends on our common stock. Further, if we declare bankruptcy, dissolve or liquidate, we must satisfy all of our subordinated debenture obligations before we may pay any distributions on our common stock. Strategic Risks Expansion of our branch network may adversely affect our financial results. The Bank has in the past and may in the future establish new branch offices. We cannot be certain that the opening of new branches will be accretive to earnings or that it will be accretive to earnings within a reasonable period of time. Numerous factors contribute to the performance of a new branch, such as suitable location, qualified personnel, and an effective marketing strategy. Additionally, it takes time for a new branch to gather sufficient loans and deposits to generate income sufficient to cover its operating expenses. Difficulties we experience in opening new branches may have a material adverse effect on our financial condition and results of operations. Mergers and acquisitions involve numerous risks and uncertainties. The Company has in the past and may in the future pursue mergers and acquisitions opportunities. Mergers and acquisitions involve a number of risks and challenges, including the expenses involved; potential diversion of management’s attention from other strategic matters; integration of branches and operations acquired; outflow of customers from the acquired branches; retention of personnel from acquired companies or branches; competing effectively in geographic areas not previously served; managing growth resulting from the transaction; and dilution in the acquirer's book and tangible book value per share. 17 Our growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed or the cost of that capital may be very high. We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. While we anticipate that our capital resources will satisfy our capital requirements for the foreseeable future, we may at some point need to raise additional capital to support our operations or continued growth, both internally and through acquisitions. Any capital we obtain may result in the dilution of the interests of existing holders of our common stock, or otherwise adversely affect your investment. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial condition and performance. Accordingly, we cannot make assurances of our ability to raise additional capital if needed, or if the terms will be acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired and our financial condition and liquidity could be materially and adversely affected. Operational Risk Factors A lack of liquidity could adversely affect the Company’s financial condition and results of operations. Liquidity is essential to our business. The Company relies on its ability to generate deposits and effectively manage the repayment of its liabilities to ensure that there is adequate liquidity to fund operations. An inability to raise funds through deposits, borrowings, the sale and maturities of loans and securities and other sources could have a substantial negative effect on liquidity. The Company’s most important source of funds is its deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk adjusted return, which are strongly influenced by such external factors as the direction of interest rates, local and national economic conditions and the availability and attractiveness of alternative investments. Further, the demand for deposits may be reduced due to a variety of factors such as negative trends in the banking sector, the level of and/or composition of our uninsured deposits, demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, the monetary policy of the Federal Reserve or regulatory actions that decrease customer access to particular products. If customers move money out of bank deposits and into other investments such as money market funds, the Company would lose a relatively low-cost source of funds, which would increase its funding costs and reduce net interest income. Any changes made to the rates offered on deposits to remain competitive with other financial institutions may also adversely affect profitability and liquidity. Other primary sources of funds consist of cash flows from operations, maturities and sales of investment securities and/or loans, brokered deposits, borrowings from the FHLB and/or FRB discount window, and unsecured borrowings. The Company also may borrow funds from third-party lenders, such as other financial institutions. The Company’s access to funding sources in amounts adequate to finance or capitalize 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 or the financial sector in general. 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 meeting deposit withdrawal demands, any of which could have a material adverse impact on its liquidity, business, financial condition and results of operations. Our business may be adversely affected by conditions in the financial markets and economic conditions generally. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, declines in housing and real estate valuations, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation; changes in market interest rates; geopolitical conflicts; natural disasters; or a combination of these or other factors. The Company's performance could be negatively affected to the extent there is deterioration in business and economic conditions, including persistent inflation, an inverted yield curve, rising prices, and supply chain issues or labor shortages, 18 which have direct or indirect material adverse impacts on us, our customers, and our counterparties. Recessionary conditions may significantly affect the markets in which we do business, the financial condition of our borrowers, the value of our loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and sales volumes and increased unemployment levels may result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand for our products and services. Such events may cause us to incur losses and may adversely affect our capital, liquidity, and financial condition. Strong competition within our market area may limit our growth and profitability. Our primary market area is located in Greater Long Island and Manhattan. Competition in the banking and financial services industry remains intense. Our profitability depends on the continued ability to successfully compete. We compete with commercial banks, savings banks, credit unions, insurance companies, and brokerage and investment banking firms. Many of our competitors have substantially greater resources and lending limits than us and may offer certain services that we do not provide. In addition, competitors may offer deposits at higher rates and loans with lower fixed rates, more attractive terms and less stringent credit structures than we have been willing to offer. Our future success depends on the success and growth of Dime Community Bank. Our primary business activity for the foreseeable future will be to act as the holding company of the Bank. Therefore, our future profitability will depend on the success and growth of this subsidiary. The continued and successful implementation of our growth strategy will require, among other things that we increase our market share by attracting new customers that currently bank at other financial institutions in our market area. In addition, our ability to successfully grow will depend on several factors, including favorable market conditions, the competitive responses from other financial institutions in our market area, and our ability to maintain good asset quality. While we believe we have the management resources, market opportunities and internal systems in place to obtain and successfully manage future growth, growth opportunities may not be available, and we may not be successful in continuing our growth strategy. In addition, continued growth requires that we incur additional expenses, including salaries, data processing and occupancy expense related to new branches and related support staff. Many of these increased expenses are considered fixed expenses. Unless we can successfully continue our growth, our results of operations could be negatively affected by these increased costs. The loss of key personnel could impair our future success. Our future success depends in part on the continued service of our executive officers, other key management, and staff, as well as our ability to continue to attract, motivate, and retain additional highly qualified employees. The loss of services of one or more of our key personnel or our inability to timely recruit replacements for such personnel, or to otherwise attract, motivate, or retain qualified personnel could have an adverse effect on our business, operating results and financial condition. Our business may be adversely affected by fraud and other financial crimes. Our loans to businesses and individuals and our deposit relationships and related transactions are subject to exposure to the risk of loss due to fraud and other financial crimes. While we have policies and procedures designed to prevent such losses, losses may still occur. In the past, we have experienced losses due to fraud. Risks associated with system failures, interruptions, or breaches of security could negatively affect our operations and earnings. Information technology systems are critical to our business. We collect, process and store sensitive customer data by utilizing computer systems and telecommunications networks operated by us and third-party service providers. We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches, but such events may still occur or may not be adequately addressed if they do occur. Although we take numerous protective measures and otherwise endeavor to protect and maintain the privacy and security of confidential data, these systems may be vulnerable to unauthorized access, computer viruses, other malicious code, cyberattacks, including distributed denial of service attacks, hacking, social engineering and phishing attacks, cyber-theft and other events that could have a security impact. Cyber threats are rapidly evolving, and we may not be able to anticipate or prevent all such attacks. If one or more 19 of such events were to occur, this potentially could jeopardize confidential and other information processed and stored in, and transmitted through, our systems or otherwise cause interruptions or malfunctions in our operations or our customers' operations. In addition, we maintain interfaces with certain third-party service providers. If these third-party service providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel. The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business subject us to additional regulatory scrutiny, and expose us to litigation and possible financial liability. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully covered by our insurance. Any of these events could have a material adverse effect on our financial condition and results of operations. Severe weather, acts of terrorism and other external events could impact our ability to conduct business. Weather-related events have adversely impacted our market area in recent years, especially areas located near coastal waters and flood prone areas. Such events that may cause significant flooding and other storm-related damage may become more common events in the future. Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems and the metropolitan New York area remains a central target for potential acts of terrorism. Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of borrowers to repay their loans, reduce the value of collateral securing repayment of loans, and result in the loss of revenue. While we have established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations and financial condition. Additionally, global markets may be adversely affected by natural disasters, the emergence of widespread health emergencies or pandemics like COVID-19, cyberattacks or campaigns, military conflict, terrorism or other geopolitical events. Global market fluctuations may affect our business liquidity. Also, any sudden or prolonged market downturn in the U.S. or abroad, as a result of the above factors or otherwise could result in a decline in revenue and adversely affect our results of operations and financial condition, including capital and liquidity levels. Damage to the Company’s reputation could adversely impact our business. The Company's reputation is important to our success. Our ability to attract and retain customers, investors, employees and advisors may depend upon external perceptions of the Company. Damage to the Company's reputation could cause significant harm to our business and prospects and may arise from numerous sources, including litigation or regulatory actions, compliance failures, customer services failures, or unethical behavior or misconduct of employees, advisors and counterparties. Adverse developments with respect to the financial services industry may also, by association, negatively impact the Company's reputation or result in greater regulatory or legislative scrutiny of or litigation against the Company. Furthermore, shareholders and other stakeholders have begun to consider how corporations are addressing environmental, social and governance (“ESG”) issues. Governments, investors, customers and the general public are increasingly focused on ESG practices and disclosures, and views about ESG are diverse and rapidly changing. These shifts in investing priorities may result in adverse effects on the trading price of the Company’s common stock if investors determine that the Company has not made sufficient progress on ESG matters. The Company could also face potential negative ESG- related publicity in traditional media or social media if shareholders or other stakeholders determine that we have not adequately considered or addressed ESG matters. If the Company, or our relationships with certain customers, vendors or suppliers became the subject of negative publicity, our ability to attract and retain customers and employees, and our financial condition and results of operations, could be adversely impacted. 20 Accounting-Related Risks Changes in our accounting policies or in accounting standards could materially affect how we report our financial results. Our accounting policies are fundamental to understanding our financial results and condition. Some of these policies require the use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Some of our accounting policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates or assumptions underlying our financial statements are incorrect, we may experience material losses. From time to time, the FASB and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements. These changes are beyond our control, can be hard to predict and could materially impact how we report our results of operations and financial condition. We could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements in material amounts. If we determine our goodwill or other intangible assets to be impaired, the Company’s financial condition and results of operations would be negatively affected. When the Company completes a business combination, a portion of the purchase price of the acquisition is allocated to goodwill and other identifiable intangible assets. The amount of the purchase price which is allocated to goodwill and other intangible assets is determined by the excess of the purchase price over the net identifiable assets acquired. At least annually (or more frequently if indicators arise), the Company evaluates goodwill for impairment. If the Company determines goodwill or other intangible assets are impaired, the Company will be required to write down these assets. Any write-down would have a negative effect on the consolidated financial statements. Item 1B. Unresolved Staff Comments Not applicable. Item 1C. Cybersecurity Overview (cid:120) Dime Community Bank (“Dime”, “the Bank”) maintains comprehensive information technology and cybersecurity programs which encompass policies, procedures, assessments, monitoring, response plans, and testing to ensure technical, administrative, and physical controls are effective. (cid:120) Dime’s Cybersecurity Incident Response and Business Continuity Programs are inclusive of cyber resiliency, business continuity and disaster recovery strategies to help mitigate the impact of a cybersecurity incident across all business lines. Management Role and Board Oversight. (cid:120) The cybersecurity program is overseen by the Chief Information Security Officer (“CISO”) reporting into the Chief Risk Officer (“CRO”), the Enterprise Risk Management Committee, which consists of the CEO, CFO, and CTO among others, and the Enterprise Risk Committee of the Board of Directors, which consists of three independent directors. Our Board of Directors includes members who have expertise in cybersecurity, data privacy law, fraud and risk management. Cybersecurity risks are primarily assessed, monitored, and remediated by the CISO, who has extensive experience in the Information Technology and cybersecurity fields and maintains advanced cybersecurity centric certifications. The CISO’s extensive knowledge and experience in the cybersecurity field are critical to executing our cybersecurity program. Our CISO oversees proactive initiatives, remediation plans of known risks, compliance with regulations and standards, and Disaster Recovery, Business Continuity, and Incident Response efforts. Additionally, the Bank’s Risk Management function is led by the CRO, who has extensive experience in risk management and audit. The cybersecurity program includes a cross- sectional team of internal and external Information Security professionals, all of which are provided with relevant 21 training and are required to maintain industry accredited certifications. Our Incident Response Team is chaired by our CISO and is comprised of executive management and designated managers throughout the organization. The purpose of the Incident Response Plan is to manage Information Security, and related incidents, efficiently and effectively to minimize loss and destruction, mitigate weaknesses, restore services, and notify customers, as required by state law, comply with regulatory requirements, and any third-party contractual obligations. (cid:120) The CISO and CRO play a pivotal role in informing the Board of all cybersecurity risks. These positions provide comprehensive updates to the Enterprise Risk Committee of the Board, at least quarterly. The briefings combine a range of updates, including the cybersecurity program, emerging risks, status of operational changes, status of regulatory compliance, and risk reporting. Managing Material Risks & Integrated Overall Risk Management (cid:120) The Bank maintains documented processes, procedures, and controls for assessing, identifying, and managing material risks from cybersecurity threats. Cybersecurity threats are identified utilizing risk assessments, detection tools, information gathering and performing internal, external, and third-party contracted security assessments. Cybersecurity Threats (cid:120) To assess and manage cybersecurity threats from material risks, Dime maintains an Incident Response Team comprised of members from the major business areas in the Bank to ensure appropriate subject matter experts are represented. All cybersecurity events include a determination of whether the incident has materially affected or is reasonably likely to materially affect the Bank’s business strategy, results of operations, or financial condition by following implemented processes. (cid:120) Dime has not identified any cybersecurity threats that have materially affected operations or financial position. Oversee Third-Party Risk (cid:120) Dime has processes to oversee and identify material risks from reported cybersecurity threats from any third- party service providers or vendors. The Bank’s Third-Party Risk Management Program requires an initial due diligence, on-going monitoring, and annual recertification of third-party cybersecurity controls. Cybersecurity Risks (cid:120) Dime considers Cybersecurity Risks as part of our strategic planning process. Management and the Board of Directors acknowledge that technology systems, managed both by Dime and third-party service providers, are critical to business operations and therefore require appropriate risk management. Engagement With Third-Parties on Risk Management (cid:120) Cybersecurity is part of Dime’s overall risk management program, which is supported through the use of consultants, auditors and other third-parties who assist with reviewing and validating the effectiveness of cybersecurity controls. Internal Audit actively participates and engages with those managing the cybersecurity program to validate the effectiveness of implemented safeguards. External audit results are reviewed and reported on in our annual filing. Additionally, Dime is a regulated entity and undergoes regulatory reviews to ensure the Bank remains in compliance with all appropriate standards. 22 Item 2. Properties The Company’s corporate headquarters is located at 898 Veterans Memorial Highway in Hauppauge, New York. The Bank’s main office is located at 2200 Montauk Highway in Bridgehampton, New York. As of December 31, 2023, we operated 60 branch locations throughout Greater Long Island and Manhattan, of which 45 were leased and 15 were owned. For additional information on our premises and equipment, see Note 7. “Premises and Fixed Assets, net and Premises Held for Sale” in the Notes to the Consolidated Financial Statements. Item 3. Legal Proceedings In the ordinary course of business, the Holding Company and the Bank are routinely named as a defendant in or party to various pending or threatened legal actions or proceedings. Certain of these matters may seek substantial monetary damages against the Holding Company or the Bank. In the opinion of management, as of December 31, 2023, neither the Holding Company nor the Bank were involved in any actions or proceedings that were likely to have a material adverse impact on the Company’s consolidated financial condition and results of operations. Item 4. Mine Safety Disclosures Not applicable. 23 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the NASDAQ® Stock Market under the symbol “DCOM”. Prior to the Merger, our common shares were traded under the symbol “BDGE”. At February 15, 2024, we had approximately 1,117 shareholders of record, not including the number of persons or entities holding stock in nominee or the street name through various banks and brokers. DCOM Performance Graph Pursuant to the regulations of the SEC, the graph below compares our performance with that of the total return for the NASDAQ® Composite Index and the S&P SmallCap 600 Banks Index from December 31, 2018 through December 31, 2023. The graph assumes the reinvestment of dividends in additional shares of the same class of equity securities as those listed below. The following performance graph reflects the performance of BDGE prior to the Merger. Index Dime Community Bancshares, Inc. S&P SmallCap 600 Banks Index NASDAQ Composite Index Year Ended December 31, 2018 100.00 100.00 100.00 2019 135.73 122.85 136.69 2020 102.50 109.63 198.10 2021 153.01 147.16 242.03 2022 142.61 132.62 163.28 2023 126.19 132.66 236.17 24 Issuer Purchases of Equity Securities In May 2022, we announced the adoption of a new stock repurchase program of up to 1,948,314 shares, upon the completion of our existing authorized stock repurchase program. The stock repurchase program may be suspended, terminated, or modified at any time for any reason, and has no termination date. As of December 31, 2023, there were 1,566,947 shares remaining to be purchased in the program. There were no repurchases of common stock during the quarter ended December 31, 2023. During the year ended December 31, 2023, the Company repurchased 36,813 shares of common stock, at an average cost of $25.98. Item 6. [Reserved] Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations In this Annual Report on Form 10-K, unless otherwise mentioned, the terms the “Company”, “we”, “us” and “our” refer to Dime Community Bancshares, Inc. and our wholly-owned subsidiary, Dime Community Bank (the “Bank”). We use the term “Holding Company” to refer solely to Dime Community Bancshares, Inc. and not to our consolidated subsidiary. Overview Dime Community Bancshares, Inc., a New York corporation, is a bank holding company formed in 1988. On a parent- only basis, the Holding Company has minimal operations, other than as owner of Dime Community Bank. The Holding Company is dependent on dividends from its wholly-owned subsidiary, Dime Community Bank, its own earnings, additional capital raised, and borrowings as sources of funds. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank's results of operations are primarily dependent on its net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowings. The Bank also generates non-interest income, such as fee income on deposit and loan accounts, merchant credit and debit card processing programs, loan swap fees, investment services, income from its title insurance subsidiary, and net gains on sales of securities and loans. The level of non-interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from the Bank’s title insurance subsidiary, and income tax expense, further affects our net income. Certain reclassifications have been made to prior year amounts and the related discussion and analysis to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders' equity. Critical Accounting Estimates Critical accounting estimates are those estimates made in accordance with Generally Accepted Accounting Principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or the results of the operations of the Registrant. Note 1 Summary of Significant Accounting Policies (page 51), to the Company’s Audited Consolidated Financial Statement for the year ended December 31, 2023 contains a summary of significant accounting policies. These accounting policies may require various levels of subjectivity, estimates or judgment by management. Policies with respect to the methodologies it uses to determine the allowance for credit losses on loans held for investment and fair value of loans acquired in a business combinations are critical accounting policies because they are important to the presentation of the Company’s consolidated financial condition and results of operations. These critical accounting estimates involve a significant degree of complexity and require management to make difficult and subjective judgments which often necessitate assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions or estimates could result in material variations in the Company’s consolidated results of operations or financial condition. Management has reviewed the following critical accounting estimates and related disclosures with its Audit Committee. 25 Allowance for Credit Losses on Loans Held for Investment Methods and Assumptions Underlying the Estimate On January 1, 2021, we adopted the Current Expected Credit Losses (“CECL”) Standard, which requires that loans held for investment be accounted for under the current expected credit losses model. The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent in our loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and realized losses, net of recoveries, are charged against the allowance. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In determining the allowance for credit losses for loans that share similar risk characteristics, the Company utilizes a model which compares the amortized cost basis of the loan to the net present value of expected cash flows to be collected. Expected credit losses are determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics. For a loan that does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. Within the model, assumptions are made in the determination of probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods. Management assesses the sensitivity of key assumptions at least annually by stressing the assumptions to understand the impact on the model. At June 30, 2023, if the four-quarter national unemployment rate forecast had increased 100 basis points our quantitative ACL reserve would have increased 10.5%. Changes in quantitative inputs may not occur in the same direction or magnitude across all segments of our loan portfolio and deterioration in some quantitative inputs may offset improvement in others. This sensitivity analysis does not represent a change to our expectations of the economic environment but provides a hypothetical result to assess the sensitivity of the ACL to a change in a key input. This sensitivity analysis does not incorporate changes to management’s judgment of qualitative loss factors. Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of a peer group of banks that operate in and around Dime’s footprint. These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables. Adjustments to the quantitative results are made using qualitative factors, which are subjective and require significant management judgment. These factors include: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due loans; (6) the quality of our loan review system; (7) the value of underlying collateral for collateralized loans; (8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (9) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio. For loans that do not share risk characteristics, the Company evaluates these loans on an individual basis based on various factors. Factors that may be considered are borrower delinquency trends and non-accrual status, probability of foreclosure or note sale, changes in the borrower’s circumstances or cash collections, borrower’s industry, or other facts and circumstances of the loan or collateral. The expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For collateral dependent loans, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, less estimated costs to sell. Uncertainties Regarding the Estimate Estimating the timing and amounts of future losses is subject to significant management judgment as these projected cash flows rely upon the estimates discussed above and factors that are reflective of current or future expected conditions. These estimates depend on the duration of current overall economic conditions, industry, borrower, or portfolio specific conditions. Volatility in certain credit metrics and differences between expected and actual outcomes are to be expected. Customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs. 26 Impact on Financial Condition and Results of Operations If our assumptions prove to be incorrect, the allowance for credit losses may not be sufficient to cover expected losses in the loan portfolio, resulting in additions to the allowance. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance through charges to earnings and would materially decrease our net income. We may experience significant credit losses if borrowers experience financial difficulties, which could have a material adverse effect on our operating results. In addition, various regulatory agencies, as an integral part of the examination process, periodically review the allowance for credit losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination. Fair value of loans acquired in a business combination Methods and Assumptions Underlying the Estimate On February 1, 2021, the Company completed a merger of equals business combination accounted for as a reverse merger using the acquisition method of accounting. As a part of accounting for the Merger, fair value estimates were calculated with a combination of assumptions by management and by using a third party. The fair value often involved third-party estimates utilizing input assumptions by management which may be complex or uncertain. The fair value of acquired loans was based on a discounted cash flow methodology that considers factors such as type of loan and related collateral, and requires management’s judgment on estimates about discount rates, expected future cash flows, market conditions and other future events. For purchased financial loans with credit deterioration (“PCD”), an estimate of expected credit losses was made for loans with similar risk characteristics and was added to the purchase price to establish the initial amortized cost basis of the PCD loans. Any difference between the unpaid principal balance and the amortized cost basis is considered to relate to non- credit factors and resulted in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. For acquired loans not deemed PCD at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans. Uncertainties Regarding the Estimate Management relied on economic forecasts, internal valuations, or other relevant factors which were available at the time of the Merger in the determination of the assumptions used to calculate the fair value of the acquired loans. The estimates about discount rates, expected future cash flows, market conditions and other future events were subjective and may differ from estimates. Impact on Financial Condition and Results of Operations The estimate of fair values on acquired loans contributed to the recorded goodwill from the Merger. In future income statement periods, interest income on loans will include the amortization and accretion of any premiums and discounts resulting from the fair value of acquired loans. Additionally, the provision for credit losses on acquired individually analyzed PCD loans may be impacted due to changes in the assumptions used to calculate expected cash flows. Comparison of Operating Results For The Years Ended December 31, 2023, 2022 and 2021 The Company’s results of operations for the year ended December 31, 2021, include income for the eleven months following the Merger and the results of Legacy Dime for the month ended January 31, 2021. The Company’s historical operating results as of and for periods before February 1, 2021, as presented and discussed in this Annual Report on Form 10-K, do not include the historical results of Bridge. 27 General. Net income was $96.1 million in 2023, compared to $152.6 million in 2022, and $104.0 million in 2021. During 2023, net interest income decreased by $63.3 million, non-interest expense increased by $12.4 million and non-interest income decreased by $2.0 million, partially offset by a decrease of $18.6 million in income tax expense and a decrease of $2.6 million in provision for credit losses. During 2022, net interest income increased by $22.3 million, provision for credit losses decreased by $0.8 million, and non-interest expense decreased by $44.6 million, partially offset by a non-interest income decrease of $3.9 million and an income tax expense increase of $15.2 million. During 2021, net interest income increased by $179.9 million, provision for credit losses decreased by $20.0 million and non-interest income increased $20.8 million, partially offset by a non-interest expense increase of $127.5 million and an income tax expense increase of $31.5 million. The discussion of net interest income for the years ended December 31, 2023, 2022, and 2021 should be read in conjunction with the following tables, which set forth certain information related to the consolidated statements of operations for those periods, and which also present the average yield on assets and average cost of liabilities for the periods indicated. The average yields and costs were derived by dividing income or expense by the average balance of their related assets or liabilities during the periods represented. Average balances were derived from average daily balances. No tax-equivalent adjustments have been made for interest income exempt from Federal, state, and local taxation. The yields include loan fees consisting of amortization of loan origination and commitment fees and certain direct and indirect origination costs, prepayment fees, and late charges that are considered adjustments to yields. Loan fees included in interest income were $1.5 million in 2023, $3.1 million in 2022, and $12.5 million in 2021. The decrease in loan fees in 2023 was primarily due to a decline in loan prepayment fees. There are no out-of-period adjustments included in the rate/volume analysis in the following table. 28 Average Balance Sheets 2023 Year Ended December 31, 2022 2021 Average Balance Average Yield/ Interest Cost Average Balance Average Yield/ Interest Cost Average Balance Average Yield/ Interest Cost Assets: Interest-earning assets: Real estate loans (1) (4) Commercial and industrial loans ("C&I") (1) Other loans (1) Securities Other short-term investments Total interest-earning assets Non-interest earning assets Total assets $ 9,708,119 1,049,965 6,514 1,640,066 442,574 12,847,238 777,977 $ 13,625,215 Liabilities and Stockholders' Equity: Interest-bearing liabilities: Interest-bearing checking Money market Savings Certificates of deposit ("CDs") Total interest-bearing deposits FHLBNY advances Subordinated debt, net Other short-term borrowings Total borrowings Derivative cash collateral Total interest-bearing liabilities Non-interest-bearing checking Other non-interest-bearing liabilities Total liabilities Stockholders' equity Total liabilities and stockholders' equity Net interest income Net interest spread (2) Net interest-earning assets Net interest margin (3) Ratio of interest-earning assets to interest- bearing liabilities Deposits (including non-interest-bearing checking accounts) $ 775,904 2,882,859 2,311,275 1,444,554 7,414,592 1,251,871 200,243 3,150 1,455,264 143,735 9,013,591 3,126,575 270,033 12,410,199 1,215,016 $ 13,625,215 $ 3,833,647 $ 473,425 80,670 393 32,179 22,693 609,360 $ 8,562 83,950 73,270 53,263 219,045 56,140 10,212 120 66,472 7,272 292,789 4.88 % $ 8,798,852 937,542 7.68 11,493 6.03 1,687,835 1.96 248,779 5.13 11,684,501 4.74 782,261 $ 12,466,762 $ 354,418 51,556 627 29,224 3,400 439,225 4.03 % $ 7,969,344 1,494,970 5.50 19,891 5.46 1,295,439 1.73 574,467 1.37 11,354,111 3.76 758,689 $ 12,112,800 $ 298,682 58,909 1,425 22,634 2,976 384,626 3.75 % 3.94 7.16 1.75 0.52 3.39 $ 3,115 10,879 15,906 8,533 38,433 7,062 10,616 1,439 19,117 1,812 59,362 1.10 % $ 2.91 3.17 3.69 2.95 4.48 5.10 3.81 4.57 5.06 3.25 851,931 2,971,312 1,815,198 926,837 6,565,278 252,838 217,753 56,030 526,621 97,225 7,189,124 3,890,642 218,194 11,297,960 1,168,802 $ 12,466,762 0.37 % $ 0.37 0.88 0.92 0.59 2.79 4.88 2.57 3.63 1.86 0.83 924,122 3,491,870 1,142,111 1,247,425 6,805,528 259,203 190,128 6,282 455,613 1,982 7,263,123 3,513,354 175,075 10,951,552 1,161,248 $ 12,112,800 $ 1,655 6,521 697 7,654 16,527 1,963 8,523 4 10,490 — 27,017 0.18 % 0.19 0.06 0.61 0.24 0.76 4.48 0.06 2.30 — 0.37 $ 316,571 $ 379,863 $ 357,609 $ 4,495,377 1.49 % 2.46 % 142.53 % $ 4,090,988 2.93 % 3.25 % 162.53 % 3.02 % 3.15 % 156.33 % $ 10,541,167 $ 219,045 2.08 % $ 10,455,920 $ 38,433 0.37 % $ 10,318,882 $ 16,527 0.16 % (1) Amounts are net of deferred origination costs/ (fees) and allowance for credit losses, and include loans held for sale. (2) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. (3) Net interest margin represents net interest income divided by average interest-earning assets. (4) At December 31, 2023, the loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged one-to-four family residential mortgage loans, multifamily residential mortgage loans and CRE loans. 29 Rate/Volume Analysis (In thousands) Interest-earning assets: Real estate loans (1) C&I (1) Other loans (1) Securities Other short-term investments Total interest-earning assets Interest-bearing liabilities: Interest-bearing checking Money market Savings CDs FHLBNY advances Subordinated debt, net Other short-term borrowings Derivative cash collateral Total interest-bearing liabilities Year Ended December 31, 2023 over 2022 2022 over 2021 Increase/(Decrease) Due to Increase/(Decrease) Due to Volume Rate Total Volume Rate Total $ 40,430 $ 78,577 $ 119,007 $ 32,265 $ 23,471 $ 55,736 7,429 21,685 29,114 (26,319) 18,966 (286) (877) 6,297 52 3,832 12,996 (234) 2,955 19,293 52,993 117,142 170,135 (527) (1,364) 10,080 11,910 36,339 (869) (1,687) 1,607 5,974 74,435 47,284 32,820 12,739 465 368 3,853 5,447 73,071 57,364 44,730 49,078 (404) (1,319) 5,460 (531) 6,858 (3,077) 9,196 (213) (1,458) 3,124 (2,472) (106) 1,285 654 888 (267) (268) 3,501 45,403 (7,353) (798) 6,590 424 54,599 1,673 5,816 1,460 4,358 12,085 15,209 3,351 5,205 808 781 924 879 5,099 2,093 1,435 1,812 55,489 177,938 233,427 1,702 30,643 32,345 Net change in net interest income $ (2,496) $ (60,796) $ (63,292) $ 7,494 $ 14,760 $ 22,254 (1) Amounts are net of deferred origination costs/ (fees) and allowance for credit losses, and include loans held for sale. Net Interest Income. Net interest income was $316.6 million in 2023, $379.9 million in 2022, and $357.6 million in 2021. Average interest-earning assets were $12.85 billion in 2023, $11.68 billion in 2022 and $11.35 billion in 2021. Net interest margin was 2.46% in 2023, 3.25% in 2022, and 3.15% in 2021. Interest Income. Interest income was $609.4 million in 2023, $439.2 million in 2022, and $384.6 million in 2021. During 2023, interest income increased $170.2 million from 2022, primarily reflecting increases in interest income of $119.0 million on real estate loans, $29.1 million on C&I loans and $19.3 million on short-term investments. The increased interest income on real estate loans was primarily due to an 85-basis point increase in yield and an increase of $909.3 million in the average balances of such loans in the period. The increased interest income on C&I loans was primarily due to a 218- basis point increase in yield and an increase of $112.4 million in the average balances of such loans in the period. The increased interest income from short-term investments was primarily due to a 376-basis point increase in yield and an increase of $193.8 million in the average balances of such short-term investments in the period. Increased yields across interest-earning assets were a result of the rising interest rate environment. During 2022, interest income increased $54.6 million from 2021, primarily reflecting increases in interest income of $55.7 million on real estate loans and $6.6 million on securities. The increased interest income on real estate loans was primarily due to an increase of $829.5 million in the average balance of real estate loans and a 28-basis point increase in the yield of such loans. The increased interest income from securities was primarily due to an increase of $392.4 million in the average balance of securities, offset by a 2-basis point decrease in the yield of such securities. Interest Expense. Interest expense was $292.8 million in 2023, $59.4 million in 2022, and $27.0 million in 2021. During 2023, interest expense increased $233.4 million from 2022, primarily reflecting increases in interest expense of $73.1 million on money market accounts, $57.4 million on savings accounts, $49.1 million on Federal Home Loan Bank of New York (“FHLBNY”) advances and $44.7 million on CDs. The increase in interest expense on money market accounts was primarily due to a 254-basis point increase in rates paid on money market accounts, offset by a decrease of $88.5 million 30 in the average balances of such deposits in the period. The increase in interest expense on savings accounts was primarily due to a 229-basis point increase in rates paid on savings accounts and an increase of $496.1 million in the average balances of such deposits in the period. The increase in interest expense on CDs was primarily due to a 277-basis point increase in rates paid on CDs and an increase of $517.7 million in the average balances of such deposits in the period. The increase in interest expense on FHLBNY advances primarily reflects a $999.0 million increase in the average balance of FHLBNY advances and a 169-basis point increase in rates paid on such advances. During 2022, interest expense increased $32.3 million from 2021, primarily reflecting increases in interest expense of $15.2 million on savings accounts, $5.1 million on FHLBNY advances, and $4.4 million on money market accounts. The increase in interest expense on savings accounts was primarily due to an 82-basis point increase in yield on savings account and an increase of $673.1 million in the average balances of such deposits in the period. The increase in interest expense on FHLBNY advances was primarily due to a 203-basis point increase in rates paid on FHLBNY wholesale borrowings, partially offset by a $6.4 million decrease in the average balance of such borrowings. The increase in interest expense on money market accounts was primarily due to an 18-basis point increase in rates paid on money market accounts, partially offset by a $520.6 million decrease in the average balance of such accounts. Provision for Credit Losses. The Company recognized a provision for credit losses of $2.8 million in 2023, $5.4 million in 2022 and $6.2 million in 2021. The $2.8 million provision for credit losses recognized in 2023 was associated with increased provisioning for individually analyzed loans. The $5.4 million provision for credit losses recognized in 2022 was associated with growth in the loan portfolio and a deterioration of forecasted macroeconomic conditions, offset by a reduction in reserves on individually analyzed loans and unfunded commitments. The $6.2 million provision for credit losses recognized in 2021 included a provision recorded on acquired non-PCD loans for the Day 2 accounting of acquired loans from the Merger, offset by improvements in forecasted macroeconomic conditions, and releases of reserves on individually analyzed loans. The provision for credit losses recognized in 2023, 2022 and 2021 was calculated in accordance with the CECL Standard adopted by the Company on January 1, 2021. Non-Interest Income. Non-interest income was $36.2 million in 2023, $38.2 million in 2022, and $42.1 million in 2021. During 2023, non-interest income decreased $2.0 million from 2022, primarily due to a decrease of $2.9 million from net gain on sale of securities and other assets, offset by a $3.4 million increase in loan level derivative income. During 2022, non-interest income decreased $3.9 million from 2021, due primarily to a decrease in gain on the sales of SBA PPP loans, and a decrease in gain on sale of residential loans and other non-interest income of $1.3 million each. Offsetting these declines was an increase in BOLI income of $3.3 million and no loss on termination of derivatives in 2022 (versus a $16.5 million loss on termination of derivatives in 2021). Non-Interest Expense. Non-interest expense was $213.1 million in 2023, $200.7 million in 2022, and $245.3 million in 2021. During 2023, non-interest expense increased $12.4 million from 2022, primarily due to a $6.9 million increase in severance expense, a $5.0 million increase in federal deposit insurance premiums (including $1.0 million of pre-tax expense related to the FDIC special assessment for the recovery of losses related to the closures of Silicon Valley Bank and Signature Bank), partially offset by a $2.7 million decrease in salaries and employee benefits. During 2022, non- interest expense decreased $44.6 million from 2021, primarily due to not recognizing any merger expenses and transaction costs and branch restructuring costs in 2022 (versus $44.8 million in merger expenses and transaction costs and $5.1 million of branch restructuring costs in 2021). These declines were offset by an increase of $11.8 million in salaries and employee benefits expenses. Non-interest expense was 1.56%, 1.61%, and 2.03% of average assets during 2023, 2022, and 2021, respectively. Income Tax Expense. Income tax expense was $40.8 million in 2023, $59.4 million in 2022, and $44.2 million in 2021. Income tax expense decreased $18.6 million during 2023 compared to 2022, primarily as a result of $75.0 million of lower pre-tax income during 2023. Income tax expense increased $15.2 million during 2022 compared to 2021, primarily as a result of $63.7 million of higher pre-tax income during 2022. The Company’s consolidated tax rate was 29.8%, 28.0% and 29.8% in 2023, 2022, and 2021, respectively. Comparison of Financial Condition at December 31, 2023 and December 31, 2022 Assets. Assets totaled $13.64 billion at December 31, 2023, $446.1 million above their level at December 31, 2022, primarily due to an increase in cash and due from banks of $288.3 million, an increase in the loan portfolio of $218.4 31 million, partially offset by a decrease in total securities of $55.5 million, and a decrease in derivative assets of $32.4 million. Total net loans held for investment increased $218.4 million during the year ended December 31, 2023, to $10.70 billion at period end. During the period, the Bank had originations of $997.8 million. Total securities decreased $55.5 million during the year ended December 31, 2023, to $1.48 billion at period end, primarily due to proceeds from principal payments, calls, maturities and sales of $177.8 million offset in part by purchases of $114.4 million and a decrease in unrealized losses of $11.8 million. There were no transfers to or from securities held-to-maturity for the year ended ended December 31, 2023. Liabilities. Total liabilities increased $389.4 million during the year ended December 31, 2023, to $12.41 billion at period end, primarily due to an increase of $276.2 in deposits, an increase of $182.0 million in FHLBNY advances, partially offset by a decrease of $44.9 million in derivative cash collateral and a decrease of $16.1 million in derivative liabilities. We maintained a higher level of borrowings to support loan growth. Stockholders’ Equity. Stockholders’ equity increased $56.6 million during the year ended December 31, 2023 to $1.23 billion at period end, primarily due to net income for the period of $96.1 million, a decrease in accumulated other comprehensive loss of $2.8 million, offset in part by common stock dividends of $38.6 million, preferred stock dividends of $7.3 million and repurchases of shares of common stock of $947 thousand. Loan Portfolio Composition The following table presents an analysis of outstanding loans by loan type, excluding loans held for sale, net of unearned discounts and premiums and deferred origination fees and costs, at the dates presented: (In thousands) One-to-four family, including condominium and cooperative apartment Multifamily residential and residential mixed-use CRE Acquisition, development, and construction ("ADC") Total real estate loans C&I loans Other loans Total Fair value hedge basis point adjustments (1) Total loans, net of fair value hedge basis point adjustments Allowance for credit losses Loans held for investment, net 2023 $ 887,555 4,017,176 4,620,900 168,513 9,694,144 1,066,938 5,755 10,766,837 6,591 10,773,428 (71,743) $ 10,701,685 December 31, 2022 2021 8.2 % $ 37.3 42.9 1.6 90.0 9.9 0.1 100.0 % 773,321 4,026,826 4,457,630 229,663 9,487,440 1,071,712 7,679 10,566,831 — 10,566,831 (83,507) $ 10,483,324 7.2 % 36.3 42.7 3.5 89.7 10.1 0.2 100.0 % 7.3 % $ 38.1 42.2 2.2 89.8 10.1 0.1 100.0 % 669,282 3,356,346 3,945,948 322,628 8,294,204 933,559 16,898 9,244,661 — 9,244,661 (83,853) $ 9,160,808 (1) At December 31, 2023, the loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged one- to-four family residential mortgage loans, multifamily residential mortgage loans and CRE loans. During the year ended December 31, 2023, our real estate loans increased $206.7 million and our C&I loans decreased $4.7 million. Loan Purchases, Sales and Servicing In the event that the Bank were to sell loans in the secondary market or through securitization, it generally retains servicing rights on the loans sold. Servicing fees are typically derived based upon the difference between the actual origination rate and contractual pass-through rate of the loans at the time of sale. At December 31, 2023 and 2022, the Bank had recorded servicing right assets ("SRAs") of $2.9 million and $3.1 million, respectively, associated with the sale of loans to third- party institutions in which the Bank retained the servicing of the loan. The Bank outsources the servicing of a portion of our one-to-four family mortgage loan portfolio to an unrelated third-party under a sub-servicing agreement. Fees paid under the sub-servicing agreement are reported as a component of other non-interest expense in the consolidated statements of operations. 32 Loan Maturity and Repricing As of December 31, 2023, $8.84 billion, or 82.1% of the loan portfolio was scheduled to mature or reprice within five years. The following table distributes our loans held for investment portfolio at December 31, 2023 by the earlier of the maturity or next repricing date. ARMs are included in the period during which their interest rates are next scheduled to adjust. The table does not include scheduled principal amortization. (In thousands) One-to-four family residential and cooperative/condominium apartment Multifamily residential and residential mixed-use CRE ADC Total real estate loans C&I Other loans Total Less than 1 year 1 to 5 years 5 to 15 years Over 15 years Total $ $ 99,518 930,022 1,538,046 164,698 2,732,284 857,752 2,454 3,592,490 $ $ 351,192 2,440,640 2,320,776 3,160 5,115,768 126,303 937 5,243,008 $ $ 356,680 646,486 757,374 — 1,760,540 82,877 191 1,843,608 $ $ 80,165 28 4,704 655 85,552 6 2,173 87,731 $ 887,555 4,017,176 4,620,900 168,513 9,694,144 1,066,938 5,755 $ 10,766,837 The following table presents our loans held for investment with maturity or next repricing due after December 31, 2024: (In thousands) One-to-four family residential and cooperative/condominium apartment Multifamily residential and residential mixed-use CRE ADC Total real estate loans C&I Other loans Total Asset Quality General Due after December 31, 2024 Fixed 129,544 914,032 1,514,128 655 2,558,359 188,503 3,301 2,750,163 Adjustable 658,493 2,173,122 1,568,726 3,160 4,403,501 20,683 - 4,424,184 $ $ $ $ $ $ Total 788,037 3,087,154 3,082,854 3,815 6,961,860 209,186 3,301 7,174,347 We do not originate or purchase loans, either whole loans or loans underlying mortgage-backed securities (“MBS”), which would have been considered subprime loans at origination, i.e., real estate loans advanced to borrowers who did not qualify for market interest rates because of problems with their income or credit history. See Note 4 to our Consolidated Financial Statements for a discussion of evaluation for impaired securities. Monitoring and Collection of Delinquent Loans Our management reviews delinquent loans on a monthly basis and reports to our Board of Directors or Committees of the Board of the Directors at each regularly scheduled Board or Committee meeting regarding the status of all non-performing and otherwise delinquent loans in our loan portfolio. Our loan servicing policies and procedures require that an automated late notice be sent to a delinquent borrower as soon as possible after a payment is ten days late in the case of multifamily residential, CRE loans, and C&I loans, or fifteen days late in connection with one-to-four family and consumer loans. Thereafter, periodic letters are mailed and phone calls are placed to the borrower until payment is received. When contact is made with the borrower at any time prior to foreclosure, we will attempt to obtain the full payment due or negotiate a repayment schedule with the borrower to avoid foreclosure. Accrual of interest is generally discontinued on a loan that meets any of the following three criteria: (i) full payment of principal or interest is not expected; (ii) principal or interest has been in default for a period of 90 days or more (unless the loan is both deemed to be well secured and in the process of collection); or (iii) an election has otherwise been made to maintain the loan on a cash basis due to deterioration in the financial condition of the borrower. Such non-accrual 33 determination practices are applied consistently to all loans regardless of their internal classification or designation. Upon entering non-accrual status, we reverse all outstanding accrued interest receivable. We generally initiate foreclosure proceedings on real estate loans when a loan enters non-accrual status based upon non- payment, unless the borrower is paying in accordance with an agreed upon modified payment agreement. We obtain an updated appraisal upon the commencement of legal action to calculate a potential collateral shortfall and to reserve appropriately for the potential loss. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure action is completed, the property securing the loan is transferred to Other Real Estate Owned (“OREO”) status. We generally attempt to utilize all available remedies, such as note sales in lieu of foreclosure, in an effort to resolve non-accrual loans and OREO properties as quickly and prudently as possible in consideration of market conditions, the physical condition of the property and any other mitigating circumstances. We have not initiated any expected or imminent foreclosure proceedings that are likely to have a material adverse impact on our consolidated financial statements. In the event that a non-accrual loan is subsequently brought current, it is returned to accrual status once the doubt concerning collectability has been removed and the borrower has demonstrated performance in accordance with the loan terms and has made at least six months of payments. The C&I portfolio is actively managed by our lenders and underwriters. Most credit facilities typically require an annual review of the exposure and borrowers are required to submit annual financial reporting and loans are structured with financial covenants to indicate expected performance levels. Smaller C&I loans are monitored based on performance and the ability to draw against a credit line is curtailed if there are any indications of credit deterioration. Guarantors are also required to update their financial reporting. All exposures are risk rated and those entering adverse ratings due to financial performance concerns of the borrower or material delinquency of any payments or financial reporting are subjected to added management scrutiny. Measures taken typically include amendments to the amount of the available credit facility, requirements for increased collateral, additional guarantor support or a material enhancement to the frequency and quality of financial reporting. Loans determined to reach adverse risk rating standards are monitored closely by Credit Administration to identify any potential credit losses. When warranted, loans reaching a Substandard rating could be reassigned to the Workout Group for direct handling. Non-accrual Loans Within our held-for-investment loan portfolio, non-accrual loans totaled $29.1 million at December 31, 2023 and $34.2 million at December 31, 2022. Loan Restructurings The Company adopted ASU No. 2022-02 on January 1, 2023, which eliminates the recognition and measurement of a TDR. Due to the removal of the TDR designation, the Company applies the loan refinancing and restructuring guidance to determine whether a modification or other forms of restructuring result in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other- than-insignificant payment delays, term extensions, and/or a combinations of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows. Please refer to Note 5 to our condensed Consolidated Financial Statements for a further discussion loan restructurings. 34 Troubled Debt Restructurings (“TDRs”) Prior to the adoption of ASU No.2022-02, we were required to recognize loans for which certain modifications or concessions have been made as TDRs. A TDR has been created in the event that, for economic or legal reasons, any of the following concessions has been granted that would not have otherwise been considered to a debtor experiencing financial difficulties. The following criteria are considered concessions: (cid:120) A reduction of interest rate has been made for the remaining term of the loan. (cid:120) (cid:120) The maturity date of the loan has been extended with a stated interest rate lower than the current market rate for new debt with similar risk. The outstanding principal amount and/or accrued interest have been reduced. In instances in which the interest rate has been reduced, management would not deem the modification a TDR in the event that the reduction in interest rate reflected either a general decline in market interest rates or an effort to maintain a relationship with a borrower who could readily obtain funds from other sources at the current market interest rate, and the terms of the restructured loan are comparable to the terms offered by the Bank to non-troubled debtors. We modified twelve loans in a manner that met the criteria for a TDR during the year ended December 31, 2022. Accrual status for TDRs is determined separately for each TDR in accordance with our policies for determining accrual or non-accrual status. At the time an agreement is entered into between the Bank and the borrower that results in our determination that a TDR has been created, the loan can be on either accrual or non-accrual status. If a loan is on non- accrual status at the time it is restructured, it continues to be classified as non-accrual until the borrower has demonstrated compliance with the modified loan terms for a period of at least six months. Conversely, if at the time of restructuring the loan is performing (and accruing) it will remain accruing throughout its restructured period, unless the loan subsequently meets any of the criteria for non-accrual status under our policy and agency regulations. Within the allowance for credit losses, losses are estimated for TDRs on accrual status as well as TDRs on non-accrual status that are one-to-four family loans or consumer loans, on a pooled basis with loans that share similar risk characteristics. TDRs on non-accrual status excluding one-to-four family and consumer loans are individually evaluated to determine expected credit losses. For collateral-dependent TDRs where we have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses (“ACL”) is measured based on the difference between the fair value of collateral, less the estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. For non- collateral-dependent loans, the ACL is measured based on the difference between the present value of expected cash flows and the amortized cost basis of the loan as of the measurement date. Please refer to Note 5 to our condensed Consolidated Financial Statements for a further discussion of TDRs. OREO Property acquired by the Bank, or a subsidiary, as a result of foreclosure on a mortgage loan or a deed in lieu of foreclosure is classified as OREO. Upon entering OREO status, we obtain a current appraisal on the property and reassesses the likely realizable value (a/k/a fair value) of the property quarterly thereafter. OREO is carried at the lower of the fair value or book balance, with any write downs recognized through a provision recorded in non-interest expense. Only the appraised value, or either a contractual or formal marketed value that falls below the appraised value, is used when determining the likely realizable value of OREO at each reporting period. We typically seek to dispose of OREO properties in a timely manner. As a result, OREO properties have generally not warranted subsequent independent appraisals. There was no carrying value of OREO properties on our consolidated statements of financial condition at December 31, 2023 or December 31, 2022. We did not recognize any provisions for losses on OREO properties during the years ended December 31, 2023, 2022 or 2021. 35 Past Due Loans Loans Delinquent 30 to 59 Days At December 31, 2023, we had loans totaling $12.0 million that were past due between 30 and 59 days. At December 31, 2022, we had loans totaling $23.5 million that were past due between 30 and 59 days. The 30 to 59-day delinquency levels fluctuate monthly, and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans. Loans Delinquent 60 to 89 Days At December 31, 2023, we had loans totaling $1.3 million that were past due between 60 and 89 days. At December 31, 2022, we had loans totaling $0.7 million that were past due between 60 and 89 days. The 60 to 89-day delinquency levels fluctuate monthly, and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans. Accruing Loans 90 Days or More Past Due There were no accruing loans 90 days or more past due at December 31, 2023 or 2022. Reserve for Loan Commitments We maintain a reserve, recorded in other liabilities, associated with unfunded loan commitments accepted by the borrower. The amount of reserve was $2.7 million at December 31, 2023 and $2.8 million at December 31, 2022. This reserve is determined based upon the outstanding volume of loan commitments at each period end. Any increases or reductions in this reserve are recognized in provision for credit losses. Allowance for Credit Losses On January 1, 2021, the Company adopted ASU No. 2016-13 "Financial Instruments – Credit Losses (Topic 326)". ASU 2016-13 was effective for the Company as of January 1, 2020. Under Section 4014 of the CARES Act, financial institutions required to adopt ASU 2016-13 as of January 1, 2020 were provided an option to delay the adoption of the CECL framework. The Company elected to defer adoption of CECL until January 1, 2021. This standard requires that 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. This standard requires financial institutions and other organizations to use forward-looking information to better inform their credit loss estimates. The adoption of the CECL Standard resulted in an initial decrease of $3.9 million to the allowance for credit losses and an increase of $1.4 million to the reserve for unfunded commitments. The after-tax cumulative-effect adjustment of $1.7 million was recorded as an increase to retained earnings as of January 1, 2021. A provision of $2.8 million and $5.4 million were recorded during the twelve-month periods ended December 31, 2023 and 2022, respectively. The $2.8 million provision for credit losses recognized in 2023 was primarily associated with provisioning for individually analyzed loans. The $5.4 million provision for credit losses recognized in 2022 was associated with growth in the loan portfolio and a deterioration of forecasted economic conditions, offset by a reduction in reserves on individually analyzed loans and unfunded commitments. For further discussion of the allowance for credit losses and related activity during the years ended December 31, 2023, 2022 and 2021, please see Note 5 to the Consolidated Financial Statements. 36 The following table presents our allowance for credit losses allocated by loan type and the percent of each to total loans at the dates indicated. (Dollars in thousands) One-to-four family residential and cooperative/condominium apartment Multifamily residential and residential mixed-use CRE ADC C&I Other loans Total 2023 December 31, 2022 2021 Percent of Loans in Each Category to Total Loans 8.24 % $ 37.31 42.92 1.57 9.91 0.05 Percent of Loans in Each Category to Total Loans 7.32 % $ 38.11 42.19 2.17 10.14 0.07 Allocated Amount 5,932 7,816 29,166 4,857 35,331 751 Allocated Amount 5,969 8,360 27,329 1,723 39,853 273 Allocated Amount $ 6,813 7,237 26,608 1,989 28,977 119 $ 71,743 100.00 % $ 83,507 100.00 % $ 83,853 Percent of Loans in Each Category to Total Loans 7.24 % 36.31 42.68 3.49 10.10 0.18 100.00 % The following table sets forth information about our allowance for credit losses at or for the dates indicated: (Dollars in thousands) Total loans outstanding at end of period (1) Average total loans outstanding during the period(2) Allowance for credit losses balance at end of period Allowance for credit losses to total loans at end of period Non-performing loans to total loans at end of period Allowance for credit losses to total non-performing loans at end of period Ratio of net charge-offs to average loans outstanding during the period: One-to-four family residential and cooperative/condominium apartment Multifamily residential and residential mixed-use CRE ADC C&I Other loans Total At or for the Year Ended December 31, 2021 2022 2023 9,244,661 $ 10,566,831 $ 10,766,837 9,484,205 9,747,887 10,764,598 83,853 83,507 71,743 $ 0.67 % 0.27 246.55 0.79 % 0.32 243.91 0.91 % 0.37 231.26 — % — — — 1.37 4.34 0.14 — % — — — 0.77 0.42 0.07 (0.01)% 0.01 0.09 — 0.33 3.89 0.10 (1) Total loans represent gross loans (excluding loans held for sale), fair value hedge basis point adjustments, inclusive of deferred fees/costs and premiums/discounts. (2) Total average loans represent gross loans (including loans held for sale and fair value hedge basis point adjustments), inclusive of deferred loan fees/costs and premiums/discounts. 37 Investment Activities Securities available-for-sale The following table presents the amortized cost, fair value and weighted average yield of our securities available-for-sale at December 31, 2023, categorized by remaining period to contractual maturity: (Dollars in thousands) Due within 1 year Due after 1 year but within 5 years Due after 5 years but within 10 years Due after ten years Total Amortized Cost $ $ 96,095 266,176 280,157 353,281 995,709 $ $ Fair Value 93,607 250,253 247,742 294,638 886,240 Weighted Average Yield 0.48 % 1.44 3.42 1.50 1.93 % The entire carrying amount of each security at December 31, 2023 is reflected in the above table in the maturity period that includes the final security payment date and, accordingly, no effect has been given to periodic repayments or possible prepayments. The weighted average duration of our securities available-for-sale approximated 2.9 years as of December 31, 2023 when giving consideration to anticipated repayments or possible prepayments, which is significantly less than their weighted average maturity. The following table presents the weighted average contractual maturity of our securities available-for-sale: Agency notes Treasury securities Corporate securities Pass-through MBS issued by U.S. GSEs and agency collateralized mortgage obligations ("CMOs") State and municipal obligations Securities held-to-maturity December 31, 2023 2.85 1.33 6.75 16.68 3.92 The following table presents the amortized cost, fair value and weighted average yield of our securities held-to-maturity at December 31, 2023, categorized by remaining period to contractual maturity: (Dollars in thousands) Due within 1 year Due after 1 year but within 5 years Due after 5 years but within 10 years Due after ten years Total Amortized Cost $ $ — $ 32,742 167,524 394,373 594,639 $ Fair Value — 30,710 144,761 341,459 516,930 Weighted Average Yield — % 2.48 2.48 2.70 2.63 % The entire carrying amount of each security at December 31, 2023 is reflected in the above table in the maturity period that includes the final security payment date and, accordingly, no effect has been given to periodic repayments or possible prepayments. The weighted average duration of our securities held-to-maturity approximated 5.7 years as of December 31, 2023 when giving consideration to anticipated repayments or possible prepayments, which is significantly less than their weighted average maturity. 38 The following table presents the weighted average contractual maturity of our securities held-to-maturity: Agency notes Corporate securities Pass-through MBS issued by GSEs and agency CMOs Sources of Funds Deposits December 31, 2023 6.26 8.59 21.21 The following table presents our deposit accounts and the related weighted average interest rates at the dates indicated (Dollars in thousands): December 31, 2023 December 31, 2022 December 31, 2021 Savings accounts CDs Money market accounts Interest-bearing checking accounts Non-interest-bearing checking accounts Totals Percent of Total Amount Deposits $ 2,335,490 1,607,683 3,125,996 515,987 2,945,499 $ 10,530,655 22.2 % 15.3 29.6 4.9 28.0 100.00 % Weighted Average Rate Amount 3.67 % $ 2,260,101 1,115,364 4.43 2,532,270 3.46 827,454 0.77 3,519,218 — 2.56 % $ 10,254,407 Percent Of Total Weighted Average Amount Deposits Rate 22.0 % 10.9 24.7 8.1 34.3 100.00 % 2.24 % $ 1,158,040 853,242 2.25 3,621,552 1.50 905,717 1.01 3,920,423 — 1.19 % $ 10,458,974 Percent Of Total Deposits Weighted Average Rate 11.1 % 8.2 34.6 8.7 37.5 100.00 % 0.03 % 0.58 0.07 0.18 — 0.09 % The weighted average maturity of our CDs at December 31, 2023 was 5.1 months, compared to 7.6 months at December 31, 2022. Non-insured deposits (excluding collateralized deposits and deposits with pass through insurance) represented 28.9% and 31.0% of total deposits as of December 31, 2023 and 2022, respectively. The Bank had $1.88 billion and $1.90 billion of public funds collateralized by securities and Municipal Letters of Credit (“MULOC”), and $680.8 million and $615.6 million of deposits with pass through insurance as of December 31, 2023, and 2022, respectively. The following table sets forth the amount of time deposits in uninsured accounts by maturity, all of which are CDs at December 31, 2023: (In thousands) Three months or less Over three through six months Over six through twelve months Over twelve months Total $ $ 97,664 95,112 53,347 26,672 272,795 As of December 31, 2023, the portion of uninsured time deposits in excess of the $250,000 FDIC insurance limit was $115.3 million. Our Board of Directors authorized the Bank to accept brokered deposits up to an aggregate limit of 10.0% of total assets. At December 31, 2023, brokered deposits totaled $898.7 million, which included purchased CDs from the CDARS program, purchased MMAs from the ICS program and purchased CDs through a broker. At December 31, 2022, brokered deposits totaled $538.9 million, which included purchased CDs from the CDARS program, purchased MMAs from the ICS program and purchased CDs through a broker. At December 31, 2021, brokered deposits totaled $200.0 million, which included purchased MMAs from the ICS program. 39 Borrowings The Bank’s total borrowing line with FHLBNY equaled $4.09 billion at December 31, 2023. The Bank had $1.31 billion of FHLBNY advances outstanding at December 31, 2023, and $1.13 billion at December 31, 2022. The Bank maintained sufficient collateral, as defined by the FHLBNY (principally in the form of real estate loans), to secure such advances. The Company had no outstanding securities sold under agreements to repurchase (“repurchase agreements”) at December 31, 2023. The Company had $1.4 million outstanding of securities sold under agreements to repurchase at December 31, 2022. Liquidity and Capital Resources The Board of Directors of the Bank has approved a liquidity policy that it reviews and updates at least annually. Senior management is responsible for implementing the policy. The Bank’s Asset Liability Committee (“ALCO”) is responsible for general oversight and strategic implementation of the policy and management of the appropriate departments are designated responsibility for implementing any strategies established by ALCO. On a daily basis, appropriate senior management receives a current cash position report and one-week forecast to ensure that all short-term obligations are timely satisfied and that adequate liquidity exists to fund future activities. Reports detailing the Bank’s liquidity reserves are presented to appropriate senior management on a monthly basis, and the Board of Directors at each of its meetings. In addition, a twelve-month liquidity forecast is presented to ALCO in order to assess potential future liquidity concerns. A forecast of cash flow data for the upcoming 12 months is presented to the Board of Directors on an annual basis. Liquidity is primarily needed to meet customer borrowing commitments and deposit withdrawals, either on demand or on contractual maturity, to repay borrowings as they mature, to fund current and planned expenditures and to make new loans and investments as opportunities arise. The Bank’s primary sources of funding for its lending and investment activities include deposits, loan payments, investment security principal and interest payments and advances from the FHLBNY. The Bank may also sell or securitize selected multifamily residential, mixed-use or one-to-four family residential real estate loans to private sector secondary market purchasers, and has in the past sold such loans to FNMA and Federal Home Loan Mortgage Corporation (“FHLMC”). The Company may additionally issue debt or equity under appropriate circumstances. Although maturities and scheduled amortization of loans and investments are predictable sources of funds, deposit flows and prepayments on real estate loans and MBS are influenced by interest rates, economic conditions and competition. The Bank is a member of American Financial Exchange (“AFX”), through which it may either borrow or lend funds on an overnight or short-term basis with other member institutions. The availability of funds changes daily. The Bank utilizes repurchase agreements as part of its borrowing policy to add liquidity. Repurchase agreements represent funds received from customers, generally on an overnight basis, which are collateralized by investment securities. As of December 31, 2023 the Bank did not have any repurchase agreements. As of December 31, 2022, the Bank’s repurchase agreements totaled $1.4 million, included in other short-term borrowings on the consolidated statements of financial condition. The Bank gathers deposits in direct competition with commercial banks, savings banks and brokerage firms, many among the largest in the nation. It must additionally compete for deposit monies against the stock and bond markets, especially during periods of strong performance in those arenas. The Bank’s deposit flows are affected primarily by the pricing and marketing of its deposit products compared to its competitors, as well as the market performance of depositor investment alternatives such as the U.S. bond or equity markets. To the extent that the Bank is responsive to general market increases or declines in interest rates, its deposit flows should not be materially impacted. However, favorable performance of the equity or bond markets could adversely impact the Bank’s deposit flows. Total deposits (including mortgage escrow deposits) increased $276.2 million during the year ended December 31, 2023 compared to a decrease of $204.6 million during the year ended December 31, 2022. The increase in total deposits during the 2023 period was primarily due to an increase in money market deposits. Within deposits, core deposits (i.e., non-CDs) decreased $216.1 million during the year ended December 31, 2023 and decreased $466.7 million during the year ended December 31, 2022. CDs increased $492.3 million during the year ended December 31, 2023 compared to an increase of 40 $262.1 million during the year ended December 31, 2022. The increase in CDs during the current period was primarily due to a $359.9 million increase in brokered CDs. The Bank increased its outstanding FHLBNY advances by $182.0 million during the year ended December 31, 2023, compared to a $1.11 billion increase during the year ended December 31, 2022. See Note 13. “Federal Home Loan Bank Advances” to our Consolidated Financial Statements for further information. Subordinated debentures totaled $200.2 million at December 31, 2023 and $200.3 million at December 31, 2022. See Note 14. “Subordinated Debentures” to our Consolidated Financial Statements for further information. In the event that the Bank should require funds beyond its ability or desire to generate them internally, additional sources of liquidity are available through its collateralized borrowing lines at the FHLBNY and the FRB, as well as unsecured borrowing capacity through the AFX and lines of credit with unaffiliated correspondent banks. At December 31, 2023, the Bank had remaining borrowing capacity of $1.19 billion through the FHLBNY, subject to customary minimum FHLBNY common stock ownership requirements (i.e., 4.5% of the Bank’s drawn FHLBNY borrowings). The Bank also had access to the FRB Discount Window and the FRB Bank Term Funding Program. At December 31, 2023, an available line of credit totaling $848.4 million was in place at the FRB backed by investment securities with no advances drawn. Additionally, at December 31, 2023, a line of credit totaling $2.01 billion was in place at the FRB secured by certain qualifying 1-4 family residential mortgage loans, construction loans and CRE loans with no amounts drawn. During the year ended December 31, 2023 and 2022, real estate loan originations totaled $885.5 million and $2.67 billion, respectively. During the year ended December 31, 2023 and 2022, C&I loan originations totaled $112.3 million and $160.1 million, respectively. Sales of securities available-for-sale totaled $77.8 million during the year ended December 31, 2023. There were no sales of securities available-for-sale during the year ended December 31, 2022. Purchases of available-for-sale securities totaled $86.1 million and $39.2 million during the years ended December 31, 2023 and 2022, respectively. Proceeds from pay downs and calls and maturities of available-for-sale securities were $79.9 million and $165.1 million for the years ended December 31, 2023 and 2022, respectively. The Bank did not have proceeds from sales of held-to-maturity securities during the years ended December 31, 2023 or 2022. Purchases of held-to-maturity securities totaled $28.3 million and $63.2 million during the year ended December 31, 2023 and 2022, respectively. Proceeds from pay downs and calls and maturities of held-to-maturity securities were $23.0 million and $31.7 million for the year ended December 31, 2023 and 2022, respectively. The Company and the Bank are subject to minimum regulatory capital requirements imposed by its primary federal regulator. As a general matter, these capital requirements are based on the amount and composition of an institution’s assets. At December 31, 2023, each of the Company and the Bank were in compliance with all applicable regulatory capital requirements and the Bank was considered "well capitalized" for all regulatory purposes. The Holding Company repurchased 36,813 shares of its common stock during the year ended December 31, 2023. The Holding Company repurchased 1,431,241 shares of its common stock during the year ended December 31, 2022. As of December 31, 2023, up to 1,566,947 shares remained available for purchase under the authorized share repurchase programs. See "Part II - Item 5. Issuer Purchases of Equity Securities" for additional information about repurchases of common stock. The Holding Company paid $7.3 million in cash dividends on its preferred stock during the years ended December 31, 2023 and 2022, respectively. The Holding Company paid $37.3 million and $36.8 million in cash dividends on its common stock during the years ended December 31, 2023 and 2022, respectively. 41 Contractual Obligations The Bank generally has outstanding at any time borrowings in the form of FHLBNY advances, short-term or overnight borrowings, subordinated debt, as well as customer CDs with fixed contractual interest rates. In addition, the Bank is obligated to make rental payments under leases on certain of its branches and equipment. Off-Balance Sheet Arrangements As part of its loan origination business, the Bank generally has outstanding commitments to extend credit to borrowers, which are originated pursuant to its regular underwriting standards. Available lines of credit may not be drawn on or may expire prior to funding, in whole or in part, and amounts are not estimates of future cash flows. As of December 31, 2023, the Bank had $97.0 million of firm loan commitments that were accepted by the borrowers. Additionally, in connection with a loan securitization transaction that was completed in 2017, the Bank executed a reimbursement agreement with FHLMC that obligates the Company to reimburse FHLMC for any contractual principal and interest payments on defaulted loans, not to exceed 10% of the original principal amount of the loans comprising the aggregate balance of the loan pool at securitization. The maximum exposure under this reimbursement obligation is $28.0 million. The Bank has pledged $28.0 million of pass-through MBS issued by GSEs as collateral. Recently Issued Accounting Standards For a discussion of the impact of recently issued accounting standards, please see Note 1 to the Company’s Consolidated Financial Statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk General The Company’s largest component of market risk remains interest rate risk. The Company is not subject to foreign currency exchange or commodity price risk. During the year ended December 31, 2023, we conducted zero transactions involving derivative instruments requiring bifurcation in order to hedge interest rate or market risk. Asset/Liability Management Management considers interest rate risk to be the most significant market risk for the Company. Market risk is the risk of losses from adverse changes in market prices and rates. Interest rate risk is the exposure to adverse changes in net income as a result of changes in interest rates. The Company’s primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and liabilities, and the credit quality of earning assets. Our asset and liability management objectives are to maintain a strong, stable net interest margin, to utilize its capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce vulnerability of our operations to changes in interest rates. Our Asset and Liability Committee evaluates periodically, but no less than four times annually, the impact of changes in market interest rates on assets and liabilities, net interest margin, capital and liquidity. Risk assessments are governed by policies and limits established by senior management, which are reviewed and approved by the Board of Directors at least annually. The economic environment continually presents uncertainties as to future interest rate trends. The Asset and Liability Committee regularly utilizes a model that projects net interest income based on increasing or decreasing interest rates, in order to be better able to respond to changes in interest rates. At December 31, 2023, $1.26 billion, or 85.2%, of our available-for-sale and held-to-maturity securities had fixed interest rates. At December 31, 2023, $7.85 billion, or 73.0%, of the loan portfolio had contractual terms with adjustable or floating interest rates. Changes in interest rates affect the value of interest-earning assets and, in particular, the securities portfolio. Generally, the value of securities fluctuates inversely with changes in interest rates. Increases in interest rates could result 42 in decreases in the market value of interest-earning assets, which could adversely affect stockholders’ equity and the results of operations if sold. The Company is also subject to reinvestment risk associated with changes in interest rates. Changes in market interest rates also could affect the type (fixed-rate or adjustable-rate) and amount of loans originated and the average life of loans and securities, which can impact the yields earned on loans and securities. In periods of decreasing interest rates, the average life of loans and securities held may be shortened to the extent increased prepayment activity occurs during such periods which, in turn, may result in the investment of funds from such prepayments in lower yielding assets. Under these circumstances, the Company is subject to reinvestment risk to the extent that management is unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities. Additionally, increases in interest rates may result in decreasing loan prepayments with respect to fixed rate loans (and, therefore, an increase in the average life of such loans), may result in a decrease in loan demand, and may make it more difficult for borrowers to repay adjustable rate loans. In addition, increases in interest rates may result in the extensions of the average life of securities which may result in lower cash flows to the Bank. Interest Rate Risk Exposure Analysis Economic Value of Equity ("EVE") Analysis. In accordance with agency regulatory guidelines, the Company simulates the impact of interest rate volatility upon EVE using several interest rate scenarios. EVE is the difference between the present value of the expected future cash flows of the Company’s assets and liabilities and the value of any off-balance sheet items, such as derivatives, if applicable. Traditionally, the fair value of fixed-rate instruments fluctuates inversely with changes in interest rates. Increases in interest rates thus result in decreases in the fair value of interest-earning assets, which could adversely affect the Company’s consolidated results of operations in the event they were to be sold, or, in the case of interest-earning assets classified as available-for-sale, reduce the Company’s consolidated stockholders’ equity, if retained. The changes in the value of assets and liabilities due to fluctuations in interest rates measure the interest rate sensitivity of those assets and liabilities. In order to measure the Company’s sensitivity to changes in interest rates, EVE is calculated under market interest rates prevailing at a given quarter-end ("Pre-Shock Scenario"), and under various other interest rate scenarios ("Rate Shock Scenarios") representing immediate, permanent, parallel shifts in the term structure of interest rates from the actual term structure observed in the Pre-Shock Scenario. An increase in the EVE is considered favorable, while a decline is considered unfavorable. The changes in EVE between the Pre-Shock Scenario and various Rate Shock Scenarios due to fluctuations in interest rates reflect the interest rate sensitivity of the Company’s assets, liabilities, and off-balance sheet items that are included in the EVE. Management reports the EVE results to the Board of Directors on a quarterly basis. The report compares the Company’s estimated Pre-Shock Scenario EVE to the estimated EVE calculated under the various Rate Shock Scenarios. The Company’s valuation model makes various estimates regarding cash flows from principal repayments on loans and deposit decay rates at each level of interest rate change. The Company’s estimates for loan repayment levels are influenced by the recent history of prepayment activity in its loan portfolio, as well as the interest rate composition of the existing portfolio, especially in relation to the existing interest rate environment. In addition, the Company considers the amount of fee protection inherent in the loan portfolio when estimating future repayment cash flows. Regarding deposit decay rates, the Company tracks and analyzes the decay rate of its deposits over time, with the assistance of a reputable third- party, and over various interest rate scenarios. Such results are utilized in determining estimates of deposit decay rates in the valuation model. The Company also generates a series of spot discount rates that are integral to the valuation of the projected monthly cash flows of its assets and liabilities. The valuation model employs discount rates that it considers representative of prevailing market rates of interest with appropriate adjustments it believes are suited to the heterogeneous characteristics of the Company’s various asset and liability portfolios. No matter the care and precision with which the estimates are derived, actual cash flows could differ significantly from the Company’s estimates resulting in significantly different EVE calculations. 43 The analysis that follows presents, as of December 31, 2023 and 2022, the estimated EVE at both the Pre-Shock Scenario and the -100 Basis Point Rate, +100 Basis Point Rate and +200 Basis Point Rate Shock Scenarios. (Dollars in thousands) Rate Shock Scenarios + 200 Basis Points + 100 Basis Points Pre-Shock Scenario - 100 Basis Points December 31, 2023 December 31, 2022 EVE Dollar Change Percentage Change EVE Dollar Change Percentage Change $ 1,414,548 1,375,777 1,334,803 1,247,956 $ 79,745 40,974 — (86,847) 6.0% $ 1,717,562 1,703,131 3.1% 1,639,189 — (6.5)% 1,515,010 $ 78,373 63,942 — (124,179) 4.8% 3.9% — (7.6)% The Company’s Pre-Shock Scenario EVE decreased from $1.64 billion at December 31, 2022, to $1.33 billion at December 31, 2023. The primary factors contributing to the decline in EVE include a shift in the deposit mix, coupled with an increase in the cost of the Bank’s interest-bearing non-maturity deposits during the year. The Company’s EVE in the +100 Basis Point Rate and +200 Basis Point Rate Shock Scenarios decreased from $1.70 billion and $1.72 billion, respectively, at December 31, 2022, to $1.38 billion and $1.41 billion, respectively, at December 31, 2023. In the -100 Basis Point Rate Shock Scenario the Company’s EVE decreased from $1.52 billion at December 31, 2022, to $1.25 billion at December 31, 2023. Income Simulation Analysis. As of the end of each quarterly period, the Company also monitors the impact of interest rate changes through a net interest income simulation model. This model estimates the impact of interest rate changes on the Company’s net interest income over forward-looking periods typically not exceeding 36 months (a considerably shorter period than measured through the EVE analysis). Management reports the net interest income simulation results to the Company’s Board of Directors on a quarterly basis. The following table discloses the estimated changes to the Company’s net interest income in various time periods assuming gradual changes in interest rates over a 12-month period beginning December 31, 2023, for the given rate scenarios: Gradual Change in Interest rates of: + 200 Basis Points + 100 Basis Points - 100 Basis Points Percentage Change in Net Interest Income Year-One Year-Two (0.7)% (0.3)% 1.7% 2.9% 1.5% 0.8% Management also examines the potential impact to net interest income by simulating the impact of instantaneous changes to interest rates. The following table discloses the estimated changes to the Company’s net interest income in various time periods associated with the given interest rate shock scenarios: Instantaneous Rate Shock Scenarios + 200 Basis Points + 100 Basis Points - 100 Basis Points Percentage Change in Net Interest Income Year-One Year-Two 0.4% 0.3% 0.9% 5.2% 2.8% (0.6)% 44 Item 8. Financial Statements and Supplementary Data For the Company’s Consolidated Financial Statements with the notes thereto, see pages hereafter. DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands except share amounts) Assets: Cash and due from banks Securities available-for-sale, at fair value Securities held-to-maturity Loans held for sale Loans held for investment, net of fees and costs Allowance for credit losses Total loans held for investment, net Premises and fixed assets, net Premises held for sale Restricted stock BOLI Goodwill Other intangible assets Operating lease assets Derivative assets Accrued interest receivable Other assets Total assets Liabilities: Interest-bearing deposits Non-interest-bearing deposits Deposits (excluding mortgage escrow deposits) Non-interest-bearing mortgage escrow deposits Interest-bearing mortgage escrow deposits Total mortgage escrow deposits FHLBNY advances Other short-term borrowings Subordinated debt, net Derivative cash collateral Operating lease liabilities Derivative liabilities Other liabilities Total liabilities Commitments and contingencies December 31, 2023 2022 $ $ $ 457,547 886,240 594,639 10,159 10,773,428 (71,743) 10,701,685 44,868 905 98,750 349,816 155,797 5,059 52,729 122,132 55,666 100,013 13,636,005 7,585,020 2,884,378 10,469,398 61,121 136 61,257 1,313,000 — 200,196 108,100 55,454 121,265 81,110 12,409,780 $ $ $ 169,297 950,587 585,798 — 10,566,831 (83,507) 10,483,324 46,749 — 88,745 333,292 155,797 6,484 57,857 154,485 48,561 108,945 13,189,921 6,734,997 3,449,763 10,184,760 69,455 192 69,647 1,131,000 1,360 200,283 153,040 60,340 137,335 82,573 12,020,338 Stockholders' equity: Preferred stock, Series A ($0.01 par, $25.00 liquidation value, 10,000,000 shares authorized and 5,299,200 shares issued and outstanding at December 31, 2023 and December 31, 2022) Common stock ($0.01 par, 80,000,000 shares authorized, 41,637,256 and 41,621,772 shares issued at December 31, 2023 and December 31, 2022, and 38,822,654 shares and 38,573,000 shares outstanding at December 31, 2023 and December 31, 2022, respectively) Additional paid-in capital Retained earnings Accumulated other comprehensive loss, net of deferred taxes Unearned equity awards Treasury stock, at cost (2,814,602 shares and 3,048,772 shares at December 31, 2023 and December 31, 2022, respectively) Total stockholders' equity Total liabilities and stockholders' equity 116,569 116,569 416 494,454 813,007 (91,579) (8,622) 416 495,410 762,762 (94,379) (8,078) (98,020) 1,226,225 13,636,005 (103,117) 1,169,583 13,189,921 $ $ See Notes to Consolidated Financial Statements. 45 DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands except per share amounts) Year Ended December 31, 2022 2023 2021 Interest income: Loans Securities Other short-term investments Total interest income Interest expense: Deposits and escrow Borrowed funds Derivative cash collateral Total interest expense Net interest income Provision for credit losses Net interest income after provision for credit losses Non-interest income: Service charges and other fees Title fees Loan level derivative income BOLI income Gain on sale of SBA loans Gain on sale of residential loans Net (loss) gain on equity securities Net (loss) gain on sale of securities and other assets Loss on termination of derivatives Other Total non-interest income Non-interest expense: Salaries and employee benefits Severance Occupancy and equipment Data processing costs Marketing Professional services Federal deposit insurance premiums Loss from extinguishment of debt for FHLBNY advances and subordinated debt Curtailment loss Merger expenses and transaction costs Branch restructuring costs Amortization of other intangible assets Other Total non-interest expense Income before income taxes Income tax expense Net income Preferred stock dividends Net income available to common stockholders Earnings per common share: Basic Diluted See Notes to Consolidated Financial Statements. $ $ $ $ 46 $ $ 406,601 29,224 3,400 439,225 554,488 32,179 22,693 609,360 219,045 66,472 7,272 292,789 316,571 2,770 313,801 16,437 1,295 7,081 9,748 1,592 115 (758) (1,469) — 2,165 36,206 117,437 9,093 29,055 16,474 6,781 6,155 8,853 — — — — 1,425 17,855 213,128 136,879 40,785 96,094 7,286 88,808 38,433 19,117 1,812 59,362 379,863 5,374 374,489 16,206 2,031 3,637 10,346 1,797 448 — 1,397 — 2,294 38,156 120,108 2,198 30,220 15,175 5,900 8,069 3,900 740 — — — 1,878 12,542 200,730 211,915 59,359 152,556 7,286 $ 145,270 2.29 2.29 $ $ 3.73 3.73 $ $ $ 359,016 22,634 2,976 384,626 16,527 10,490 — 27,017 357,609 6,212 351,397 15,998 2,338 2,909 7,071 23,033 1,758 131 1,705 (16,505) 3,630 42,068 108,331 1,875 30,697 16,638 4,661 9,284 4,077 1,751 1,543 44,824 5,059 2,622 13,937 245,299 148,166 44,170 103,996 7,286 96,710 2.45 2.45 DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands except per share amounts) Year Ended December 31, 2022 152,556 $ $ 2023 96,094 2021 103,996 10,355 (138,630) (28,865) 1,447 3,142 (1,547) — (190) (11,782) — 2,092 3,517 717 2,800 98,894 — 2,953 (3,715) — (2,062) 14,412 — (1,621) (128,663) (40,465) (88,198) 64,358 $ $ (1,207) — (1,092) 1,543 6,563 5,277 16,505 940 (336) (79) (257) 103,739 Net income Other comprehensive income (loss): Change in unrealized gain (loss) on securities: Change in net unrealized gain (loss) during the period Reclassification adjustment for net losses (gains) included in net (loss) gain on sale of securities and other assets Accretion of net unrealized loss on securities transferred to held-to-maturity Change in pension and other postretirement obligations: Reclassification adjustment for expense included in other expense Reclassification adjustment for curtailment loss Change in the net actuarial (loss) gain Change in unrealized gain (loss) on derivatives: Change in net unrealized (loss) gain during the period Reclassification adjustment for loss included in loss on termination of derivatives Reclassification adjustment for expense included in interest expense Other comprehensive income (loss) before income taxes Deferred tax expense (benefit) Total other comprehensive income (loss), net of tax Total comprehensive income See Notes to Consolidated Financial Statements. $ $ 47 S E I R A I D I S B U S D N A . C N I , S E R A H S C N A B Y T I N U M M O C E M I D Y T I U Q E ’ S R E D L O H K C O T S N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C ) a t a d e r a h s r e p t p e c x e s d n a s u o h t n i s r a l l o D ( 5 2 2 , 6 2 2 , 1 $ ) 0 2 0 , 8 9 ( $ $ ) 2 2 6 , 8 ( $ ) 9 7 5 , 1 9 ( $ 7 0 0 , 3 1 8 $ 4 5 4 , 4 9 4 $ 6 1 4 $ 9 6 5 , 6 1 1 $ 4 5 6 , 2 2 8 , 8 3 — — ) 7 3 3 , 7 8 2 ( ) 6 9 4 , 1 ( $ ) 7 3 3 , 7 8 2 ( $ ) 6 9 4 , 1 ( $ l a t o T y r u s a e r T e c n a n e t n i a M d e n r a e n U , s s o L ’ s r e d l o h k c o t S y t i u q E , k c o t S t s o c t a n a l P ) " P M B " ( y t i u q E s d r a w A d e r r e f e D f o t e N s e x a T d e n i a t e R s g n i n r a E l a n o i t i d d A n i - d i a P l a t i p a C k c o t S n o m m o C y b d l e H t i f e n e B d e t a l u m u c c A r e h t O e v i s n e h e r p m o C 3 2 0 2 , 1 3 r e b m e c e D d e d n E r a e Y 6 8 6 , 1 6 9 0 , 1 0 7 2 8 7 , 2 0 7 6 9 9 , 3 0 1 ) 7 5 2 ( 0 1 2 , 1 9 4 1 3 4 3 5 1 , 1 7 0 4 , 5 ) 3 9 9 ( ) 1 1 1 ( ) 6 8 2 , 7 ( ) 1 1 3 , 4 4 ( ) 1 2 1 ( ) 0 8 2 , 9 5 ( 0 2 6 , 2 9 1 , 1 ) 8 9 1 , 8 8 ( 6 5 5 , 2 5 1 7 6 1 , 1 8 7 2 , 4 ) 8 5 5 , 1 ( ) 6 8 2 , 7 ( ) 4 3 2 , 7 3 ( ) 2 6 7 , 6 4 ( 3 8 5 , 9 6 1 , 1 0 0 8 , 2 4 6 1 , 1 8 3 6 , 4 4 9 0 , 6 9 ) 7 4 9 ( ) 8 5 2 , 1 ( ) 6 8 2 , 7 ( ) 3 6 5 , 8 3 ( — — — 3 7 1 5 8 3 , 1 ) 1 1 1 ( ) 0 3 1 , 1 ( 7 0 1 , 7 8 2 — — — ) 0 8 2 , 9 5 ( ) 3 9 1 , 9 5 ( — — — — — 4 9 3 , 4 ) 6 5 5 , 1 ( ) 2 6 7 , 6 4 ( ) 7 1 1 , 3 0 1 ( — — — 1 0 3 , 7 ) 7 5 2 , 1 ( — — ) 7 4 9 ( — — — — — 6 9 4 , 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — ) 3 0 6 , 2 ( 7 0 4 , 5 ) 6 4 6 , 0 1 ( — — — — — — $ ) 4 2 9 , 5 ( $ 1 4 6 , 0 0 6 $ 5 9 2 , 8 7 2 $ — ) 4 2 9 , 5 ( — ) 7 5 2 ( — — — — — — — — — — — — — — — — — 6 8 6 , 1 7 2 3 , 2 0 6 6 9 9 , 3 0 1 — — ) 6 8 2 , 7 ( ) 1 1 3 , 4 4 ( — 5 9 2 , 8 7 2 — — 8 5 2 1 1 4 , 0 1 1 4 6 , 6 0 2 — ) 9 5 3 , 1 ( — — — — ) 1 2 1 ( — — 5 6 — 3 — — — — — — — — — — — — — — — — — — — ) 2 4 8 , 7 ( ) 1 8 1 , 6 ( 6 2 7 , 4 5 6 5 2 1 , 4 9 4 6 1 4 9 6 5 , 6 1 1 — — ) 4 1 5 , 4 ( 8 7 2 , 4 — — — — — — — — — — — ) 8 9 1 , 8 8 ( — — — — 6 5 5 , 2 5 1 — ) 6 8 2 , 7 ( ) 4 3 2 , 7 3 ( ) 2 ( — — — — — — 7 8 2 , 1 — — — — — — — — — — — — — — — — ) 8 7 0 , 8 ( ) 9 7 3 , 4 9 ( 2 6 7 , 2 6 7 0 1 4 , 5 9 4 6 1 4 9 6 5 , 6 1 1 — — ) 2 8 1 , 5 ( 8 3 6 , 4 — — — — — — — — — — — 0 0 8 , 2 — — — — 4 9 0 , 6 9 — ) 6 8 2 , 7 ( ) 3 6 5 , 8 3 ( — — ) 5 5 9 ( ) 1 ( — — — — — — — — — — — — — — — — — — — — — — — — — — 9 2 6 , 0 2 0 4 4 , 1 3 4 ) 2 4 3 , 3 ( ) 1 0 1 , 1 4 ( 4 8 2 , 2 9 9 , 9 1 ) 1 6 0 , 5 5 7 , 1 ( 3 3 8 , 7 7 8 , 9 3 — — — — — 8 3 8 , 1 7 1 ) 0 3 4 , 5 4 ( ) 1 4 2 , 1 3 4 , 1 ( 0 0 0 , 3 7 5 , 8 3 — — — 5 9 3 , 1 3 3 ) 8 2 9 , 4 4 ( — — ) 3 1 8 , 6 3 ( n o m m o C d e r r e f e r P f o r e b m u N f o s e r a h S — 8 4 3 8 4 3 $ 9 6 5 , 6 1 1 $ 4 8 9 , 2 3 2 , 1 2 — — 9 6 5 , 6 1 1 4 8 9 , 2 3 2 , 1 2 k c o t S k c o t S k c o t S n o m m o C ) 1 e t o N ( e l p i c n i r p g n i t n u o c c a n i e g n a h c e v i t a l u m u C 0 2 0 2 , 1 3 r e b m e c e D f o s a e c n a l a b g n i d n E 1 2 0 2 , 1 y r a u n a J n o e c n a l a b d e t s u j d A x a t f o t e n , e m o c n i e v i s n e h e r p m o c r e h t O e m o c n i t e N . c n I p r o c n a B e g d i r B h t i w r e g r e m e s r e v e R d e r r e f e r p ) " T I E R " ( t s u r t t n e m t s e v n i e t a t s e l a e r f o n o i t p m e d e R s r e d l o h k c o t s d e r r e f e r p o t d i a p d n a d e r a l c e d s d n e d i v i d h s a C s r e d l o h k c o t s n o m m o c o t d i a p d n a d e r a l c e d s d n e d i v i d h s a C s t i f e n e b t n e m e r i t e r f o n o i t u b i r t s i d y f s i t a s o t d e v i e c e r s e r a h S g n i d l o h h t i w x a t o t d e t a l e r d e v i e c e r s e r a h S 1 2 0 2 , 1 3 r e b m e c e D f o s a e c n a l a b g n i d n E k c o t s y r u s a e r t f o e s a h c r u P k c o t s 4(cid:27) s e r u t i e f r o f f o t e n , s e r a h s f o e s a e l e R t e n , s n o i t p o k c o t s f o e s i c r e x E n o i t a s n e p m o c d e s a b - k c o t S s r e d l o h k c o t s d e r r e f e r p o t d e r a l c e d s d n e d i v i d h s a C s r e d l o h k c o t s n o m m o c o t d e r a l c e d s d n e d i v i d h s a C g n i d l o h h t i w x a t o t d e t a l e r d e v i e c e r s e r a h S 2 2 0 2 , 1 3 r e b m e c e D f o s a e c n a l a b g n i d n E k c o t s y r u s a e r t f o e s a h c r u P s r e d l o h k c o t s d e r r e f e r p o t d e r a l c e d s d n e d i v i d h s a C s r e d l o h k c o t s n o m m o c o t d e r a l c e d s d n e d i v i d h s a C g n i d l o h h t i w x a t o t d e t a l e r d e v i e c e r s e r a h S 3 2 0 2 , 1 3 r e b m e c e D f o s a e c n a l a b g n i d n E k c o t s y r u s a e r t f o e s a h c r u P x a t f o t e n , e m o c n i e v i s n e h e r p m o c r e h t O s e r u t i e f r o f f o t e n , s e r a h s f o e s a e l e R n o i t a s n e p m o c d e s a b - k c o t S e m o c n i t e N x a t f o t e n , s s o l e v i s n e h e r p m o c r e h t O s e r u t i e f r o f f o t e n , s e r a h s f o e s a e l e R n o i t a s n e p m o c d e s a b - k c o t S e m o c n i t e N . s t n e m e t a t S l a i c n a n i F d e t a d i l o s n o C o t s e t o N e e S DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2023 2022 2021 $ 96,094 $ 152,556 $ 103,996 1,469 758 (1,707) — 6,025 561 1,425 — 4,638 2,770 (8,219) 32,433 (9,103) (645) 10,332 (45,957) 90,874 77,804 — (86,084) (28,328) 76,858 22,986 (8,000) 1,224 — 5,000 (259,805) (5,721) 25 (10,005) — (214,046) 276,411 20,000 162,000 (1,360) — — — — 1,164 (1,258) — (947) — (7,286) (37,302) 411,422 288,250 169,297 457,547 $ (1,397) — (2,245) — 8,314 — 1,878 740 4,278 5,374 (20,709) 46,474 (8,190) (2,156) (35,170) 145,425 295,172 — — (39,232) (63,210) 165,097 31,736 (30,000) 2,843 — 13,201 (1,359,782) (3,745) 1,914 (51,013) — (1,332,191) (204,233) 1,070,000 — 36,000 (502) 157,559 (155,000) — 1,167 (1,558) — (46,762) — (7,286) (36,791) 812,594 (224,425) 393,722 169,297 (1,705) (131) (24,791) 16,505 7,805 — 2,622 1,751 5,407 6,212 (48,610) 77,184 (6,721) (350) 125,486 (118,333) 146,327 138,077 6,101 (1,095,028) (40,249) 411,031 1,360 (40,000) 1,464 (9,855) 684,898 282,683 14 — 46,337 715,988 1,102,821 518,682 (1,228,865) (190,150) 25,000 (118,138) — — 431 1,153 (111) (993) (59,280) (121) (7,286) (39,351) (1,099,029) 150,119 243,603 393,722 CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Net loss (gain) on sales of securities available-for-sale and other assets Net loss (gain) on equity securities Net gain on sale of loans held for sale Loss on termination of derivatives Net depreciation, amortization and accretion Amortization of fair value hedge basis point adjustments Amortization of other intangible assets Loss on extinguishment of debt Stock-based compensation Provision for credit losses Originations of loans held for sale Proceeds from sale of loans originated for sale Increase in cash surrender value of BOLI Gain from death benefits from BOLI Decrease (increase) in other assets (Decrease) increase in other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales of securities available-for-sale Proceeds from sales of marketable equity securities Purchases of securities available-for-sale Purchases of securities held-to-maturity Proceeds from calls and principal repayments of securities available-for-sale Proceeds from calls and principal repayments of securities held-to-maturity Purchase of BOLI Proceeds received from cash surrender value of BOLI Loans purchased Proceeds from the sale of portfolio loans transferred to held for sale (Increase) decrease in loans (Purchases) sales of fixed assets, net Proceeds from the sale of fixed assets and premises held for sale Purchases of restricted stock, net Net cash received in business combination Net cash used in (provided by) investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in deposits Proceeds (repayments) from FHLBNY advances, short-term, net Proceeds (repayments) of FHLBNY advances, long-term (Repayments) proceeds from FHLBNY advances, long-term Repayments of other short-term borrowings, net Proceeds from subordinated debentures issuance, net Redemption of subordinated debentures Proceeds from exercise of stock options Release of stock for benefit plan awards Payments related to tax withholding for equity awards BMP Employee Stock Ownership Plan shares received to satisfy distribution of retirement benefits Purchase of treasury stock Redemption of REIT preferred stock Cash dividends paid to preferred stockholders Cash dividends paid to common stockholders Net cash provided by (used in) financing activities Increase (decrease) in cash and cash equivalents CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS, END OF PERIOD See Notes to Consolidated Financial Statements. 49 DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Dollars in thousands) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for income taxes Cash paid for interest Securities available-for-sale transferred to held-to-maturity Loans transferred to held for sale Loans transferred to held for investment Premises transferred to held for sale Operating lease assets in exchange for operating lease liabilities Cumulative change due to CECL Standard adoption Net non-cash liabilities assumed in Merger (See Note 2) See Notes to Consolidated Financial Statements. Year Ended December 31, 2023 2022 2021 $ 37,910 280,815 — 37,346 — 905 6,333 — — 43,518 54,910 372,154 34,997 4,051 — 5,098 — — 34,771 28,460 140,399 692,751 — 2,799 9,769 1,686 324,937 50 DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except for share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations and Principles of Consolidation On February 1, 2021, Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”) merged with and into Bridge Bancorp, Inc., a New York corporation (“Bridge”) (the “Merger”), with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” (the “Holding Company”). At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Dime common stock, par value $0.01 per share, was converted into the right to receive 0.6480 shares of the Holding Company’s common stock, par value $0.01 per share. At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $0.01 (the “Dime Preferred Stock”), was converted into the right to receive one share of a newly created series of the Holding Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock. Immediately following the Merger, Dime Community Bank, a New York-chartered commercial bank and a wholly-owned subsidiary of Legacy Dime, merged with and into BNB Bank, a New York-chartered trust company and a wholly-owned subsidiary of Bridge, with BNB Bank as the surviving bank, under the name “Dime Community Bank” (the “Bank”). The audited consolidated financial statements presented in this Annual Report on Form 10-K include the collective results of the Holding Company and its wholly-owned subsidiary, the Bank, which are collectively herein referred to as “we”, “us”, “our” and the “Company.” The Merger was accounted for as a reverse merger using the acquisition method of accounting, which means that for accounting and financial reporting purposes, Legacy Dime was deemed to have acquired Bridge in the Merger, even though Bridge was the legal acquirer. Accordingly, Legacy Dime’s historical financial statements are the historical financial statements of the combined company for all periods before February 1, 2021 (the “Merger Date”). The Company’s results of operations for 2021 include the results of operations of Bridge on and after the Merger Date. Results for periods before the Merger Date reflect only those of Legacy Dime and do not include the results of operations of Bridge. The number of shares issued and outstanding, earnings per share, additional paid-in capital, dividends paid and all references to share quantities of the Company have been retrospectively adjusted to reflect the equivalent number of shares issued to holders of Legacy Dime common stock in the Merger. The assets and liabilities of Bridge as of the Merger Date were recorded at their estimated fair values and added to those of Legacy Dime. See Note 2. Merger for further information. As of December 31, 2023, we operated 60 branch locations throughout Long Island and New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island, and the Bronx. The Company is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank. The Bank was established in 1910 and is headquartered in Hauppauge, New York. The Holding Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank. The Company functions primarily as the holder of all of the Bank’s common stock. Our bank operations include Dime Community Inc., a real estate investment trust subsidiary which was formerly known as Bridgehampton Community, Inc., as an operating subsidiary. Our bank operations also include Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services. In September 2021, the Company dissolved two REITs, DSBW Preferred Funding Corporation and DSBW Residential Preferred Funding Corporation, which were wholly-owned subsidiaries of the Bank, and the preferred shares outstanding were redeemed by its shareholders. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and general practices within the financial institution industry. The accompanying consolidated financial statements include the accounts of the Holding Company and the Bank and its subsidiaries. Inter- company accounts and transactions have been eliminated in consolidation. 51 The following is a description of the significant accounting policies that the Company follows in preparing its consolidated financial statements. Use of Estimates To prepare consolidated financial statements in conformity with GAAP, management makes judgments, estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. Summary of Significant Accounting Policies Cash and Cash Equivalents - Cash and cash equivalents include cash and deposits with other financial institutions with original maturities fewer than 90 days. Net cash flows are reported for customer loan and deposit transactions, and interest bearing deposits in other financial institutions. Securities - Debt securities are classified as held-to-maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Equity securities are carried at fair value, with changes in fair value reported in net income. Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting in observable price changes in orderly transactions for the identical or a similar investment. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. The Company has made a policy election to exclude accrued interest from the amortized cost basis of debt securities and report accrued interest separately in accrued interest receivable in the consolidated statements of financial condition. A debt security is placed on non-accrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a security placed on non-accrual is reversed against interest income. There were no non-accrual debt securities at December 31, 2023 and 2022, and there was no accrued interest related to debt securities reversed against interest income for the year ended December 31, 2023 and 2022. Gains and losses on sales are recorded on the trade date and determined using the specific identification method. Restricted Stock – Restricted stock represents FHLBNY capital stock, FRB capital stock, and Atlantic Community Bankers Bank (“ACBB”) capital stock, which are reported at cost. The Bank is a member of the FHLB system. Members are required to own a particular amount of stock based on the level of borrowings and other factors and may invest in additional amounts. FHLB stock is periodically evaluated for impairment based on ultimate recovery of par value. The Bank is a member of the FRB. Membership requires the purchase of shares of FRB capital stock. The Bank has a relationship with ACBB. The relationship requires the purchase of shares of ACBB capital stock. Both cash and stock dividends are reported as income. Loans Held for Sale - Loans originated and intended for sale in the secondary market, as well as identified problem loans which are subject to an executed note sale agreement, are carried at the lower of aggregate cost or net realizable proceeds. Loans originated and intended for sale are generally sold with servicing rights retained. Certain loans in which the borrower does not adhere to all of the terms and conditions of the legal contract were best resolved through the sale of the loan rather than through litigation through our workout department. Loans - Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, net of partial charge-offs, deferred origination costs and fees and purchase premiums and discounts. Loan origination, commitment fees and certain direct and indirect costs incurred in connection with loan originations are deferred and amortized to income over the life of the related loans as adjustments to yield. When a loan prepays, the remaining unamortized net deferred origination fees or costs are recognized in the current year. Interest on loans is credited to income based on the principal outstanding during the period. The Company has made a policy election to exclude accrued interest from the amortized cost basis of loans and report accrued interest separately from the related loan balance in accrued interest receivable on the consolidated statements of financial condition. Past due status is based on the contractual terms of the loan. Loans that are 90 days past due are automatically placed on non-accrual and previously accrued interest is reversed and charged against interest income. However, if the loan is in the process of 52 collection and the Bank has reasonable assurance that the loan will be fully collectable based upon an individual loan evaluation assessing such factors as collateral and collectability, accrued interest will be recognized as earned. If a payment is received when a loan is non-accrual, the payment is applied to the principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms. Unless otherwise noted, the above policy is applied consistently to all loan segments. Allowance for Credit Losses - On January 1, 2021, the Company adopted the CECL Standard, which requires that the measurement of all expected credit losses for financial assets at amortized cost, such as loans receivable, securities, and off-balance sheet credit exposures, held as of the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts to cover lifetime expected credit losses. Accrued interest receivable is excluded from amortized cost basis. The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent within the financial asset holdings. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and realized losses, net of recoveries, are charged against the allowance. Allowance for credit losses on held-to-maturity securities - Management classifies its held-to-maturity portfolio into the following major security types: Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations, Agency Notes and Corporate Securities. The majority of the securities in the held-to-maturity portfolio are issued by U.S. government-sponsored entities or agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. To the extent that debt securities in the held-to-maturity portfolio share common risk characteristics, expected credit losses are calculated by pools of such debt securities. The historical lifetime probability of default and severity of loss in the event of default is derived or obtained from external sources and adjusted for the expected effects of reasonable and supportable forecasts over the expected lifetime of the securities. For a debt security in the held-to-maturity portfolio that does not share common risk characteristics with any of the pools of debt securities, expected credit loss on each security is individually measured based on net realizable value, or the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the recorded amortized cost basis of the security. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities or agencies, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Therefore, for those securities, the Company does not record expected credit losses. Allowance for credit losses on available-for-sale securities - Management evaluates available-for-sale debt securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. For securities in an unrealized loss position, management considers the extent of the unrealized loss, and the near-term prospects of the issuer. Impairment may result from credit deterioration of the issuer or collateral underlying the security. In performing an assessment of whether any decline in fair value is due to a credit loss, all relevant information is considered at the individual security level. For asset-backed securities performance indicators considered related to the underlying assets include default rates, delinquency rates, percentage of non-performing assets, debt-to-collateral ratios, third party guarantees, current levels of subordination, vintage, geographic concentration, analyst reports and forecasts, credit ratings and other market data. In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are excluded from earnings and reported, net of tax, in other comprehensive income (“OCI”). Management also assesses whether it intends to sell or is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. 53 Allowance for credit losses on loans held for investment - The Company utilizes a model which compares the amortized cost basis of the loan to the net present value of expected cash flows to be collected. Expected credit losses are determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics. For a loan that does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The methodology for determining the allowance for credit losses on loans held for investment is considered a critical accounting policy by management given the judgment required for determining assumptions used, uncertainty of economic forecasts, and subjectivity of any qualitative factors considered. The Company evaluates its loan pooling methodology at least annually. The Company has identified the following loan pools used to measure the allowance for credit losses as follows: One-to-four family residential, including condominium and cooperative apartment loans - Loans in this classification consist of residential real estate and one-to-four family real estate properties, and may have a mixed- use commercial aspect. Included in one-to-four family loans are also certain SBA loans in which the loan is secured by underlying real estate as collateral. The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. Owner-occupied properties are generally underwritten based upon an appraisal performed by an independent, state licensed appraiser and the credit quality of the individual borrower. Investment properties require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.25x. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates and housing prices. Multifamily residential and residential mixed-use loans - Loans in this classification consist of multifamily residential real estate with a minimum of five residential units, and may have a mixed-use commercial aspect of less than 50% of the property’s rental income. The Bank’s underwriting standards for multifamily residential loans generally require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.20x. Repayment of multifamily residential loans is dependent, in significant part, on cash flow from the collateral property sufficient to satisfy operating expenses and debt service. Future increases in interest rates, increases in vacancy rates on multifamily residential or commercial buildings, and other economic events, such as unemployment rates, which are outside the control of the borrower or the Bank could negatively impact the future net operating income of such properties. Similarly, government regulations, such as the existing New York City Rent Regulation and Rent Stabilization laws, could limit future increases in the revenue from these buildings. Commercial real estate and commercial mixed-use loans - Loans in this classification consist of CRE, both owner-occupied and non-owner occupied, and may have a residential aspect of less than 50% of the property’s rental income. The Bank’s underwriting standards for CRE loans generally require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.25x. Included in CRE loans are also certain SBA loans in which the loan is secured by underlying real estate as collateral. The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. Repayment of CRE loans is often dependent upon successful operation or management of the collateral properties, as well as the success of the business and retail tenants occupying the properties. Repayment of such loans is generally more vulnerable to weak economic conditions, such as unemployment rates and CRE prices. Acquisition, development, and construction loans - Loans in this classification consist of loans to purchase land intended for further development, including single-family homes, multi-family housing, and commercial income properties. In general, the maximum loan-to-value ratio for a land acquisition loan is 50% of the appraised value of the property. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates and CRE prices. Commercial, industrial and agricultural loans - Loans in this classification consist of lines of credit, revolving lines of credit, and term loans, generally to businesses or high net worth individuals. The owners of these businesses typically provide recourse such that they guarantee the debt. The lines of credit are generally secured by the assets of the business, though they may at times be issued on an unsecured basis. Generally 54 speaking, they are subject to renewal on an annual basis based upon review of the borrower’s financial statements. Term loans are generally secured by either specific or general asset liens of the borrower’s business. These loans are granted based upon the strength of the cash generation ability of the borrower. Included in C&I loans are also certain SBA loans in which the loan is secured by underlying assets of the business (excludes SBA Paycheck Protection Program (“PPP”) loans from allowance for credit losses as these loans carry a 100% guarantee from the SBA). The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates. Other loans - Loans in this classification consist of installment and consumer loans. Repayment is dependent on the credit quality of the individual borrower. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates. Loan restructurings - The Company adopted ASU No. 2022-02 on January 1, 2023, which eliminates the recognition and measurement of a TDR. Due to the removal of the TDR designation, the Company applies the loan refinancing and restructuring guidance to determine whether a modification or other forms of restructuring result in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and/or a combinations of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows. Troubled debt restructurings - As allowed by ASC 326, the Company elected to maintain pools of loans accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether modifications to individual acquired financial assets accounted for in pools were TDRs as of the date of adoption. A loan for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, is considered to be a TDR. The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except when the value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows at the original interest rate of the loan. The allowance for credit losses on a TDR is measured using the same method as all other loans held for investment, except that the original interest rate is used to discount the expected cash flows, not the rate specified within the restructuring. Management estimates the allowance for credit losses on each loan pool using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historically observed credit loss experience of peer banks within our geography provide the basis for the estimation of expected credit losses on similar loan pools. Within the model, assumptions are made in the determination of probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods. Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of the peer group. These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables. Adjustments to the quantitative results are adjusted using qualitative factors. These factors include: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due loans; (6) the quality of our loan review system; (7) the value of underlying collateral for collateralized loans; (8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (9) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio. Collectively evaluated loans totaled $10.73 billion and $10.52 billion at December 31, 2023 and 2022, respectively. The associated allowance for credit losses on the collectively evaluated loans totaled $55.4 million and $57.1 million at December 31, 2023 and 2022, respectively. Individually evaluated loans - Loans that do not share risk characteristics are evaluated on an individual basis based on various factors and are not included in the collective pool evaluation. Factors that may be considered are borrower delinquency trends and non-accrual status, probability of foreclosure or note sale, changes in the borrower’s circumstances or cash collections, borrower’s industry, or other facts and circumstances of the loan or collateral. For a loan that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans, the Company recognizes expected credit loss equal to the amount by 55 which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge- offs), except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated costs to sell the collateral if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. Individually evaluated loans totaled $35.4 million and $47.6 million at December 31, 2023 and 2022, respectively. The associated allowance for credit losses on the individually evaluated loans totaled $16.3 million and $26.4 million at December 31, 2023 and 2022, respectively. The fair value of real estate collateral is determined based on recent appraised values. Appraisals are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Appraisals undergo a second review process to ensure that the methodology employed, and the values derived are reasonable. Generally, collateral values for real estate loans for which measurement of expected losses is dependent on collateral values are updated every twelve months. Non- real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the borrower and its business. Once the expected credit loss amount is determined, an allowance is provided for equal to the calculated expected credit loss and included in the allowance for credit losses. Pursuant to the Company’s policy, credit losses must be charged-off in the period the loans, or portions thereof, are deemed uncollectable. Allowance for credit losses on off-balance sheet credit exposures - The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures, which is included in other liabilities on the consolidated statements of financial condition, is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which is the same as the expected loss factor as determined based on the corresponding portfolio segment. For further discussion of our loan accounting and acquisitions, see Note 2 - Merger and Note 5 - Loans. Derivatives - The Company may engage in three types of derivatives depending on the Company’s intentions and belief as to the likely effectiveness as a hedge. These three types are (1) a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), (2) a hedge with the exposure to changes in fair value of an asset, liability, or firm commitment attributable to particular risk, such as interest risk (“fair value hedge”) or (3) an instrument with no hedging designation (“freestanding derivatives”). For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. Changes in fair value of the fair value derivative and the hedged item related to the hedged risk are recoginized in earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings as non-interest income. Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement same as the cash flows of the items being hedged. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific liabilities on the consolidated statements of financial condition. The Company also formally assesses, both at the hedge’s inception and on an on-going basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in cash flows of the hedged item, or treatment of the derivative as a hedge is no longer appropriate or intended. When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a cash flow hedge is discontinued but the hedged cash flows are still expected to occur, gains or losses that 56 were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transaction will affect earnings. The Company is exposed to losses if a counterparty fails to make its payments under a contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. All the contracts to which the Company is a party settle monthly. In addition, the Company obtains collateral above certain thresholds of the fair value of its hedges from each counterparty based upon their credit standing and the Company has netting agreements with the dealers with which it does business. Other Real Estate Owned (“OREO”) - Properties acquired as a result of foreclosure on a real estate loan or a deed in lieu of foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Physical possession of residential real estate collateralizing a one-to-four family residential loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through execution of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently accounted for at the lower of cost or fair value less estimated costs to sell. Declines in the recorded balance subsequent to acquisition by the Company are recorded through expense. Operating costs after acquisition are expensed. Premises and Fixed Assets, Net - Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives generally ranging from forty to fifty years. Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives generally ranging from three to ten years. Leases - On January 1, 2019, the Company adopted ASC 2016-02 "Leases (ASC Topic 842)" and subsequent amendments thereto, which requires the Company to recognize most leases on the consolidated statements of financial condition. The Company adopted the standard under a modified retrospective approach as of the date of adoption and elected to apply several of the available practical expedients, including: Carryover of historical lease determination and lease classification conclusions. Carryover of historical initial direct cost balances for existing leases. (cid:120) (cid:120) (cid:120) Accounting for lease and non-lease components in contracts in which the Company is a lessee as a single lease component. Adoption of the leasing standard resulted in the recognition of operating right-of-use assets, and operating lease liabilities. These amounts were determined based on the present value of remaining minimum lease payments, discounted using the Company’s incremental borrowing rate as of the date of adoption. There was no material impact to the timing of expense or income recognition in the Company’s consolidated statements of operations. Disclosures about the Company’s leasing activities are presented in Note 8. The Company made a policy election to exclude the recognition requirements of ASC 2016-02 on short-term leases with original terms of 12 months or less. Short-term lease payments are recognized in the income statement on a straight-line basis over the lease term. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion, and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. The Company does not sublease any of its leased properties. The Company does not lease properties from any related parties. Goodwill and Other Intangible Assets - Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and indefinite-lived intangible assets are not amortized, but tested for impairment at least annually, or more frequently if events and circumstances exist that indicate the carrying amount of the asset may be impaired. The Company performs its annual goodwill impairment test in the fourth quarter of every year, or more frequently if events or changes in circumstance indicate the asset might be impaired. Other intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible assets are amortized on an accelerated method over their estimated useful lives of ten years. 57 Servicing Right Assets - When real estate or C&I loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. SRAs are carried at the lower of cost or fair value and are amortized in proportion to, and over the period of, anticipated net servicing income. All separately recognized SRAs are required to be initially measured at fair value, if practicable. The estimated fair value of loan servicing assets is determined by calculating the present value of estimated future net servicing cash flows, using assumptions of prepayments, defaults, servicing costs and discount rates derived based upon actual historical results for the Bank, or, in the absence of such data, from historical results for the Bank’s peers. Capitalized loan servicing assets are stratified based on predominant risk characteristics of the underlying loans (i.e., collateral, interest rate, servicing spread and maturity) for the purpose of evaluating impairment. A valuation allowance is then established in the event the recorded value of an individual stratum exceeds its fair value. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds, default rates, and losses. Transfers of Financial Assets - Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been legally isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Bank Owned Life Insurance - BOLI is carried at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or amounts due that are probable at settlement. Increases in the contract value are recorded as non-interest income in the consolidated statements of operations and insurance proceeds received are recorded as a reduction of the contract value. Income Taxes - Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount deemed more likely than not to be realized. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not satisfying the "more likely than not" test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to tax matters in income tax expense. The Company had no unrecognized tax positions at December 31, 2023 or 2022. Employee Benefits - The Bank maintains two noncontributory pension plans that existed before the Merger: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees. As the sponsor of a single employer defined benefit plan, the Company must do the following for the Employee Retirement Plan and BNB Bank Pension Plan: (1) recognize the funded status of the benefit plans in its statements of financial condition, measured as the difference between plan assets at fair value (with limited exceptions) and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation; (2) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit or cost. Amounts recognized in accumulated other comprehensive income, including the gains or losses, prior service costs or credits, and the transition asset or obligation are adjusted as they are subsequently recognized as components of net periodic benefit cost; (3) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end statements of financial condition (with limited exceptions); and (4) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. The Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and Outside Director Retirement Plan, were terminated by resolution of the Legacy Dime Board of Directors. The effective date of the Dime terminations was February 1, 2021, the Merger Date. The Company provides a 401(k) plan, which covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the 60th day of employment, unless they elect not to participate. The Holding Company and Bank maintain the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”), the Dime Community Bancshares, Inc. 2019 Equity Incentive Plan, (the “2019 Equity Incentive 58 Plan”), and the 2012 Stock-Based Compensation Plan (the “2012 Equity Incentive Plan”), (collectively the “Stock Plans”); which are discussed more fully in Note 20 Stock-Based Compensation. Under the Stock Plans, compensation cost is recognized for stock options and restricted stock awards issued to employees based on the fair value of the awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Holding Company’s common stock (“Common Stock”) at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Basic and Diluted EPS - Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if "in the money" stock options were exercised and converted into common stock, and prior to 2021, if all likely aggregate Long Term Incentive Plan ("LTIP") performance-based share awards (“PSA”) were issued. In determining the weighted average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested restricted stock award ("RSA") shares are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. Unvested RSA and PSA shares are recognized as a special class of participating securities under ASC 260, and are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. Comprehensive Income - Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income includes unrealized gains and losses on available-for-sale securities, unrealized gains and losses on cash flow hedges, and changes in the funded status of the pension plan, which are also recognized as separate components of equity. Comprehensive and accumulated comprehensive income are summarized in Note 3. Disclosures about Segments of an Enterprise and Related Information - The Company has one reportable segment, "Community Banking." All of the Company’s activities are interrelated, and each activity is dependent and assessed based on the manner in which it supports the other activities of the Company. For example, lending is dependent upon the ability of the Bank to fund itself with retail deposits and other borrowings and to manage interest rate and credit risk. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit. For the years ended December 31, 2023, 2022 and 2021, there was no customer that accounted for more than 10% of the Company's consolidated revenue. Reclassifications – There have been no material reclassifications to prior year amounts to conform to their current presentation. Adoption of New Accounting Standards Standards Adopted in 2021 ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) The Company adopted ASU No. 2016-13 on January 1, 2021 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. ASU 2016-13 was effective for the Company as of January 1, 2020. Under Section 4014 of the CARES Act, financial institutions required to adopt ASU 2016-13 as of January 1, 2020 were provided an option to delay the adoption of the CECL Standard framework. The Company elected to defer adoption of the CECL Standard until January 1, 2021. The CECL Standard requires that 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. This standard requires financial institutions and other organizations to use forward-looking information to better inform their credit loss estimates. Results for reporting periods beginning after January 1, 2021 are presented under the CECL Standard while prior period amounts will continue to be reported in accordance with previously applicable GAAP. The adoption of the CECL Standard resulted in an initial decrease of $3.9 million to the allowance for credit losses and an increase of $1.4 million to the reserve for unfunded commitments in other liabilities, for the year ended December 31, 2021. The after-tax cumulative-effect adjustment of $1.7 million was recorded in retained earnings as of January 1, 2021. 59 There were no held-to-maturity securities as of January 1, 2021 and, therefore, no impact from the adoption of the CECL Standard. Standards Adopted in 2023 ASU 2020-04, Reference Rate Reform (Topic 848) ASU 2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. Once optional expedients are elected, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic within the Codification. As of July 1, 2023, the Company has transitioned LIBOR based transactions to other indexes. The LIBOR transition did not have a material effect on the Company's consolidated financial statements. ASU 2021-01, Reference Rate Reform (Topic 848): Scope ASU 2021-01 clarifies that all derivative instruments affected by changes to the interest rates used for discounting, margining, or contract price alignment due to reference rate reform are in the scope of ASC 848. Entities may apply certain optional expedients in ASC 848 to derivative instruments that do not reference LIBOR or another rate expected to be discontinued as a result of reference rate reform if there is a change to the interest rate used for discounting, margining or contract price alignment. ASU 2020-01 is effective upon issuance and generally can be applied through December 31, 2022. As of July 1, 2023, the Company has transitioned LIBOR based derivatives to other indexes such as fallback rate SOFR. The LIBOR transition did not have a material effect on the Company's consolidated financial statements. ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method On March 28, 2022, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method. The purpose of this updated guidance is to further align risk management objectives with hedge accounting results on the application of the last-of-layer method, which was first introduced in ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2022-01 became effective for public business entities for fiscal years beginning after December 15, 2022, with early adoption in the interim period, permitted. For entities who have already adopted ASU 2017-12, immediate adoption is allowed. This ASU became effective for the Company on January 1, 2023, on a prospective basis. This standard did not have a material impact on the consolidated financial statements. ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ASU 2022-02 eliminates TDR recognition and measurement guidance and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. ASU 2022-02 enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. For entities that have adopted the amendments of ASU 2016-13, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This ASU became effective for the Company on January 1, 2023. The Company adopted ASU 2022-02 on its effective date using the modified retrospective method. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements. 2. MERGER As described in Note 1. Summary of Significant Accounting Policies, on February 1, 2021, we completed our Merger with Legacy Dime. Pursuant to the merger agreement, Legacy Dime merged with and into Bridge with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” At the effective time of the Merger, each outstanding share of Legacy Dime common stock, par value $0.01 per share, was converted into 0.6480 shares of the Company’s common stock, par value $0.01 per share. 60 At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $0.01 was converted into one share of a newly created series of the Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock. In connection with the Merger, the Company assumed $115.0 million in aggregate principal amount of the 4.50% Fixed- to-Floating Rate Subordinated Debentures due 2027 of Legacy Dime. The Merger constituted a business combination and was accounted for as a reverse merger using the acquisition method of accounting. As a result, Legacy Dime was the accounting acquirer and Bridge was the legal acquirer and the accounting acquiree. Accordingly, the historical financial statements of Legacy Dime became the historical financial statements of the combined company. In addition, the assets and liabilities of Bridge have been recorded at their estimated fair values and added to those of Legacy Dime as of the Merger Date. The determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are subjective and subject to change. The Company issued 21.2 million shares of its common stock to Legacy Dime stockholders in connection with the Merger, which represented 51.5% of the voting interests in the Company upon completion of the Merger. In accordance with FASB ASC 805-40-30-2, the purchase price in a reverse acquisition is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition. The table below summarizes the ownership of the combined company following the Merger, for each shareholder group, as well as the market capitalization of the combined company using shares of Bridge and Legacy Dime common stock outstanding at January 31, 2021 and Bridge’s closing price on January 31, 2021. (Dollars and shares in thousands) Bridge shareholders Legacy Dime shareholders Total Dime Community Bancshares, Inc. Ownership and Market Value Number of Bridge Outstanding Shares 19,993 21,233 41,226 Percentage Ownership 48.5% 51.5% 100.0% $ $ Market Value at $24.43 Bridge Share Price 488,420 518,720 1,007,140 The table below summarizes the hypothetical number of shares as of January 31, 2021 that Legacy Dime would have to issue to give Bridge owners the same percentage ownership in the combined company. (Shares in thousands) Bridge shareholders Legacy Dime shareholders Total Hypothetical Legacy Dime Ownership Number of Legacy Dime Outstanding Shares 30,853 32,767 63,620 Percentage Ownership 48.5% 51.5% 100.0% The purchase price is calculated based on the number of hypothetical shares of Legacy Dime common stock issued to Bridge shareholders multiplied by the share price as demonstrated in the table below. (Dollars and shares in thousands) Number of hypothetical Legacy Dime shares issued to Bridge shareholders Legacy Dime market price per share as of February 1, 2021 Purchase price determination of hypothetical Legacy Dime shares issued to Bridge shareholders Value of Bridge stock options hypothetically converted to options to acquire shares of Legacy Dime common stock Cash in lieu of fractional shares Purchase price consideration $ $ $ 30,853 15.90 490,560 643 7 491,210 61 The following table provides the purchase price allocation as of the Merger Date and the Bridge assets acquired and liabilities assumed at their estimated fair value as of the Merger Date as recorded by Dime Community Bancshares. We recorded the estimate of fair value based on initial valuations available at the Merger Date. We finalized all valuations and recorded final adjustments during the fourth quarter of 2021. In the fourth quarter of 2021, we obtained additional information and evidence that resulted in a subsequent adjustment to decrease the estimated fair value of our acquired BNB Bank Pension Plan assets, which resulted in an increase to goodwill resulting from the Merger of $458 thousand, net of tax. The subsequent adjustment to assets acquired was recorded in other assets in the consolidated statements of financial condition. (In thousands) Purchase price consideration Fair value of assets acquired: Cash and due from banks Securities available-for-sale Loans held for sale Loans held for investment Premises and fixed assets Restricted stock BOLI Other intangible assets Operating lease assets Other assets Total assets acquired Fair value of liabilities assumed: Deposits Other short-term borrowings Subordinated debt Operating lease liabilities Other liabilities Total liabilities assumed Fair value of net identifiable assets Goodwill resulting from Merger $ 491,210 715,988 651,997 10,000 4,531,640 37,881 23,362 94,085 10,984 45,603 117,016 6,238,556 5,405,575 216,298 83,200 45,285 97,147 5,847,505 391,051 100,159 $ As a result of the Merger, we recorded $100.2 million of goodwill. The goodwill recorded is not deductible for income tax purposes. 62 The Company is required to record PCD assets, defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no credit loss expense affecting net income on acquisition of PCD assets. Changes in estimates of expected losses after acquisition are recognized as credit loss expense (or reversal of credit loss expense) in subsequent periods as they arise. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration shall be allocated to each individual asset. At the acquisition date, the initial allowance for credit losses determined on a collective basis shall be allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, shall be accreted to interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date. Information regarding loans acquired at the Merger Date are as follows: (In thousands) PCD loans: Unpaid principal balance Non-credit discount at acquisition Unpaid principal balance, net Allowance for credit losses at acquisition Fair value at acquisition Non-PCD loans: Unpaid principal balance Premium at acquisition Fair value at acquisition Total fair value at acquisition $ 295,306 (9,050) 286,256 (52,284) 233,972 4,289,236 8,432 4,297,668 $ 4,531,640 Supplemental disclosures of cash flow information related to investing and financing activities regarding the Merger are as follows for the year ended December 31, 2021: (In thousands) Business combination: Fair value of tangible assets acquired Goodwill, core deposit intangible and other intangible assets acquired Liabilities assumed Purchase price consideration $ 6,227,572 111,143 5,847,505 491,210 Other intangible assets consisted of core deposit intangibles and a non-compete agreement with estimated fair values at the Merger Date of $10.2 million and $780 thousand, respectively. Core deposit intangibles are being amortized over a life of 10 years on an accelerated basis. The non-compete agreement was amortized over a life of 13 months. 63 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Activity in accumulated other comprehensive income (loss), net of tax, was as follows: (In thousands) Balance as of January 1, 2022 Other comprehensive (loss) income before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) Net other comprehensive (loss) income during the period Balance as of December 31, 2022 Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) Net other comprehensive income (loss) during the period Balance as of December 31, 2023 Securities Available- Defined Benefit for-Sale Plans $ (7,864) $ (1,306) $ (95,030) (1,413) Derivatives $ 2,989 9,879 2,024 (93,006) (2,547) (3,960) $ (100,870) $ (5,266) $ 7,498 (109) 3,130 10,628 (1,055) (1,164) $ (90,242) $ (6,430) $ (1,111) 8,768 11,757 (8,091) 1,427 (6,664) 5,093 $ $ Total Accumulated Other Comprehensive Loss (6,181) (86,564) (1,634) (88,198) (94,379) (702) 3,502 2,800 (91,579) The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below for the periods indicated. (In thousands) Change in unrealized gain (loss) on securities: Change in net unrealized gain (loss) during the period Reclassification adjustment for net losses (gains) included in net (loss) gain on sale of securities and other assets Accretion of net unrealized loss on securities transferred to held-to-maturity Net change Tax expense (benefit) Net change in unrealized gain (loss) on securities, net of reclassification adjustments and tax Year Ended December 31, 2022 2023 2021 $ 10,355 $ (138,630) $ (28,865) 1,447 3,142 14,944 4,316 — 2,953 (135,677) (42,671) (1,207) — (30,072) (9,514) 10,628 (93,006) (20,558) Change in pension and other postretirement obligations: Reclassification adjustment for expense included in other expense Reclassification adjustment for curtailment loss Change in the net actuarial (loss) gain Net change Tax (benefit) expense Net change in pension and other postretirement obligations Change in unrealized gain (loss) on derivatives: Change in net unrealized (loss) gain during the period Reclassification adjustment for loss included in loss on termination of derivatives Reclassification adjustment for expense included in interest expense Net change Tax expense (benefit) Net change in unrealized gain (loss) on derivatives, net of reclassification adjustments and tax Other comprehensive income (loss), net of tax (1,547) — (190) (1,737) (573) (1,164) (11,782) — 2,092 (9,690) (3,026) (6,664) 2,800 $ (3,715) — (2,062) (5,777) (1,817) (3,960) 14,412 — (1,621) 12,791 4,023 8,768 $ (88,198) $ (1,092) 1,543 6,563 7,014 2,234 4,780 5,277 16,505 940 22,722 7,201 15,521 (257) 64 4. SECURITIES The following tables summarize the major categories of securities as of the dates indicated: (In thousands) Securities available-for-sale: Agency notes Treasury securities Corporate securities Pass-through mortgage-backed securities ("MBS") issued by government sponsored entities ("GSEs") Agency CMOs State and municipal obligations Total securities available-for-sale (In thousands) Securities held-to-maturity: Agency notes Corporate securities Pass-through MBS issued by GSEs Agency CMOs Total securities held-to-maturity (In thousands) Securities available-for-sale: Treasury securities Corporate securities Pass-through MBS issued by GSEs Agency CMOs State and municipal obligations Total securities available-for-sale (In thousands) Securities held-to-maturity: Agency notes Corporate securities Pass-through MBS issued by GSEs Agency CMOs Total securities held-to-maturity Amortized Cost December 31, 2023 Gross Unrealized Gains Gross Unrealized Losses 10,000 245,877 174,978 230,253 305,860 28,741 995,709 $ $ — $ — — 10 46 — 56 $ (629) (11,687) (23,808) (24,978) (46,491) (1,932) (109,525) December 31, 2023 Gross Unrecognized Gains Gross Unrecognized Losses $ $ $ $ — $ — — 16 16 $ (11,300) (1,825) (37,579) (27,021) (77,725) December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses — $ 57 — 2 — 59 $ (19,643) (17,075) (31,534) (50,057) (3,021) (121,330) December 31, 2022 Gross Unrecognized Gains Gross Unrecognized Losses Amortized Cost 89,563 9,000 279,853 216,223 594,639 Amortized Cost 246,899 183,791 272,774 331,394 37,000 1,071,858 Amortized Cost 89,157 9,000 278,281 209,360 585,798 $ $ — $ — — — — $ (14,095) (553) (40,960) (24,431) (80,039) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Fair Value 9,371 234,190 151,170 205,285 259,415 26,809 886,240 Fair Value 78,263 7,175 242,274 189,218 516,930 Fair Value 227,256 166,773 241,240 281,339 33,979 950,587 Fair Value 75,062 8,447 237,321 184,929 505,759 During the year ended December 31, 2023, there were no transfers of securities from available-for-sale to securities held- to-maturity. There were no transfers of securities from held-to-maturity to available-for-sale during the year ended December 31, 2023. The Company reassessed classification of certain investments and transferred securities with a book value of $372.2 million from available-for-sale to securities held-to-maturity during the year ended December 31, 2022. The related unrealized losses of $27.7 million were converted to a discount that is being accreted through interest income on a level-yield method over the term of the securities, while the unrealized losses recorded in other comprehensive income are amortized out of other comprehensive income through interest income on a level-yield method over the remaining term of securities, with no net change to interest income. No gain or loss was recorded at the time of transfer. There were no transfers from securities held-to-maturity during the year ended December 31, 2022. There were $140.4 million transferred from securities available-for-sale to securities held-to-maturity during the year ended December 31, 2021. There were no transfers from securities held-to-maturity during the year ended December 31, 2021. 65 The carrying amount of securities pledged at December 31, 2023 and 2022 was $457.7 million and $631.4 million, respectively. The pledged securities are mainly used as collateral for a portion of the Company’s municipal deposit portfolio. At December 31, 2023 and 2022, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity. The amortized cost and fair value of securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately. (In thousands) Available-for-sale Within one year One to five years Five to ten years Beyond ten years Pass-through MBS issued by GSEs and agency CMO Total Held-to-maturity Within one year One to five years Five to ten years Beyond ten years Pass-through MBS issued by GSEs and agency CMO Total December 31, 2023 Amortized Cost Fair Value $ $ $ $ 88,498 198,552 172,546 — 536,113 995,709 $ $ — $ 19,783 78,780 — 496,076 594,639 $ 86,233 186,041 149,266 — 464,700 886,240 — 18,397 67,041 — 431,492 516,930 The following table presents the information related to sales of securities available-for-sale for the periods indicated: (In thousands) Proceeds Gross gains Tax expense on gains Gross losses Tax benefit on losses 2023 Year Ended December 31, 2022 2021 $ $ 77,804 130 39 1,577 467 — $ — — — — 138,077 1,327 421 120 38 Equity securities included in other assets in the consolidated statements of financial condition had a fair value of $2.2 million as of December 31, 2023. Net loss on equity securities of $758 thousand was recognized for the year ended December 31, 2023. Marketable equity securities were fully liquidated in connection with the termination of the BMP. Prior to termination, the Company held marketable equity securities as the underlying mutual fund investments of the BMP, held in a rabbi trust. A summary of the sales of marketable equity securities is listed below for the periods indicated: (In thousands) Proceeds: Marketable equity securities 2023 Year Ended December 31, 2022 2021 $ — $ — $ 6,101 The related gain or loss on marketable equity securities shown in the consolidated statements of operations was due to market valuation changes. Net gain on marketable equity securities of $131 thousand were recognized for the year ended December 31, 2021. There were no sales of securities held-to-maturity during the years ended December 31, 2023, 2022, or 2021. 66 The following table summarizes the gross unrealized losses and fair value of securities aggregated by investment category and the length of time the securities were in a continuous unrealized loss position for the periods indicated: (In thousands) Securities available-for-sale: Agency notes Treasury securities Corporate securities Pass-through MBS issued by GSEs Agency CMOs State and municipal obligations (In thousands) Securities available-for-sale: Treasury securities Corporate securities Pass-through MBS issued by GSEs Agency CMOs State and municipal obligations Less than 12 Consecutive Months Fair Value Unrealized Losses December 31, 2023 12 Consecutive Months or Longer Fair Value Losses Unrealized Total Fair Value Unrealized Losses $ — $ — 20,935 — — 1,796 — $ — 917 — — 54 9,371 234,190 130,235 203,469 251,900 21,513 $ 629 11,687 22,891 24,978 46,491 1,878 $ 9,371 234,190 151,170 203,469 251,900 23,309 $ 629 11,687 23,808 24,978 46,491 1,932 Less than 12 Consecutive Months Fair Value Unrealized Losses December 31, 2022 12 Consecutive Months or Longer Fair Value Losses Unrealized Total Fair Value Unrealized Losses $ — $ 110,707 50,813 55,924 10,848 — $ 227,256 50,116 190,427 220,413 22,681 8,494 2,010 3,454 174 $ 19,643 8,581 29,524 46,603 2,847 $ 227,256 160,823 241,240 276,337 33,529 $ 19,643 17,075 31,534 50,057 3,021 As of December 31, 2023, none of the Company’s available-for-sale debt securities were in an unrealized loss position due to credit and therefore no allowance for credit losses on available-for-sale debt securities was required. Additionally, given the high-quality composition of the Company’s held-to-maturity portfolio, the Company did not record an allowance for credit losses on the held-to-maturity portfolio. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Accrued interest receivable on securities totaled $5.3 million and $5.4 million at December 31, 2023 and 2022 respectively, and was excluded from the amortized cost and estimated fair value totals in the table above. Management evaluates available-for-sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than amortized cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. At December 31, 2023, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment was directly related to changes in interest rates. The Company generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The following major security types held by the Company are all issued by U.S. government entities and agencies and therefore either explicitly or implicitly guaranteed by the U.S. government: Agency Notes, Treasury Securities, Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations. Substantially all of the corporate bonds within the portfolio have maintained an investment grade rating by either Kroll, Egan-Jones, Fitch, Moody’s or Standard and Poor’s. None of the unrealized losses are related to credit losses. Substantially all of the state and municipal obligations within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the debt. The fair value is expected to recover as the securities approach maturity. 67 5. LOANS HELD FOR INVESTMENT, NET The following table presents the loan categories for the period ended as indicated: (In thousands) One-to-four family residential and cooperative/condominium apartment Multifamily residential and residential mixed-use CRE ADC Total real estate loans C&I Other loans Total Fair value hedge basis point adjustments (1) Total loans, net of fair value hedge basis point adjustments Allowance for credit losses Loans held for investment, net December 31, 2023 887,555 4,017,176 4,620,900 168,513 9,694,144 1,066,938 5,755 10,766,837 6,591 10,773,428 (71,743) 10,701,685 $ $ 2022 773,321 4,026,826 4,457,630 229,663 9,487,440 1,071,712 7,679 10,566,831 — 10,566,831 (83,507) 10,483,324 $ $ (1) At December 31, 2023, the loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged one- to-four family residential mortgage loans, multifamily residential mortgage loans and CRE loans. C&I loans included SBA PPP loans totaling $1.1 million and $5.8 million at December 31, 2023 and 2022, respectively. In June 2021, the Company sold $596.2 million of SBA PPP loans and recorded a gain of $20.7 million in gain on sale of SBA loans in the consolidated statements of operations. The following tables present data regarding the allowance for credit losses activity for the periods indicated: Real Estate Loans One-to-Four Family Multifamily Residential and Residential Cooperative/ Condominium Residential and Total Real Apartment Mixed-Use CRE ADC Estate C&I Other Loans Total $ 644 $ 17,016 $ 9,059 $ 1,993 $ 28,712 $ 12,737 $ 12 $ 41,461 1,048 (8,254) 4,849 381 (1,976) (1,935) (8) (3,919) 1,692 2,220 1,975 (20) 65 8,762 3,292 (3,921) (391) 74 13,908 23,124 (4,497) (3,406) 37 2,374 117 2,366 — — 26,736 28,753 (4,077) (3,817) 176 10,802 23,374 6,016 (4,984) 123 4 157 1,364 (777) 3 37,542 52,284 3,303 (9,578) 302 5,932 $ 7,816 $ 29,166 $ 4,857 $ 47,771 $ 35,331 $ 751 $ 83,853 37 — — 542 — 2 (1,891) — 54 (3,134) — — (4,446) — 56 11,786 (11,401) 4,137 (430) (53) 5 6,910 (11,454) 4,198 5,969 $ 8,360 $ 27,329 $ 1,723 $ 43,381 $ 39,853 $ 273 $ 83,507 858 (14) — (1,121) (2) — (721) — — 266 — — (718) (16) — 3,464 (15,364) 1,024 129 (300) 17 2,875 (15,680) 1,041 6,813 $ 7,237 $ 26,608 $ 1,989 $ 42,647 $ 28,977 $ 119 $ 71,743 $ $ $ (In thousands) Ending balance as of December 31, 2020 Impact of adopting CECL as of January 1, 2021 Beginning balance as of January 1, 2021 Day 1 acquired PCD loans Provision for credit losses Charge-offs Recoveries Ending balance as of December 31, 2021 Provision (credit) for credit losses Charge-offs Recoveries Ending balance as of December 31, 2022 Provision (credit) for credit losses Charge-offs Recoveries Ending balance as of December 31, 2023 68 The following tables present the amortized cost basis of loans on non-accrual status as of the periods indicated: (In thousands) One-to-four family residential and cooperative/condominium apartment CRE ADC C&I Total (In thousands) One-to-four family residential and cooperative/condominium apartment CRE ADC C&I Other Total December 31, 2023 Non-accrual with No Allowance Non-accrual with Allowance Reserve December 31, 2022 Non-accrual with No Allowance Non-accrual with Allowance Reserve — $ 2,298 — 1,482 3,780 — $ 4,915 657 503 — 6,075 $ 3,248 8,229 657 13,185 $ 25,319 $ $ 3,203 3,417 — 21,443 99 $ 28,162 $ 133 832 305 12,932 14,202 181 1,424 — 20,685 99 22,389 $ $ $ $ The Company did not recognize interest income on non-accrual loans held for investment during the years ended December 31, 2023 or 2022. The following tables summarize the past due status of the Company’s investment in loans as of the dates indicated: (In thousands) Real estate: One-to-four family residential, including condominium and cooperative apartment Multifamily residential and residential mixed-use CRE ADC Total real estate C&I Other Total December 31, 2023 30 to 59 Days 60 to 89 Days Loans 90 Days or More Past Due and Still Total Past Due and Past Due Past Due Accruing Interest Non-accrual Non-accrual Current Total Loans $ 4,071 $ 73 $ — $ 3,248 $ 7,392 $ 880,163 $ 887,555 — 3,160 430 7,661 4,316 — $ 11,977 — 208 — 281 1,009 — $ 1,290 $ — — — — — — — $ — 10,527 657 14,432 14,667 — 29,099 $ — 13,895 1,087 22,374 19,992 — 42,366 4,017,176 4,607,005 167,426 9,671,770 1,046,946 5,755 $ 10,724,471 4,017,176 4,620,900 168,513 9,694,144 1,066,938 5,755 $ 10,766,837 69 (In thousands) Real estate: One-to-four family residential, including condominium and cooperative apartment Multifamily residential and residential mixed-use CRE ADC Total real estate C&I Other Total December 31, 2022 30 to 59 Days 60 to 89 Days Loans 90 Days or More Past Due and Still Total Past Due and Past Due Past Due Accruing Interest Non-accrual Non-accrual Current Total Loans $ 686 $ — $ — $ 3,203 $ 3,889 $ 769,432 $ 773,321 4,817 14,189 — 19,692 3,561 264 $ 23,517 $ — — — — 741 1 742 $ — — — — — — — $ — 8,332 657 12,192 21,946 99 34,237 $ 4,817 22,521 657 31,884 26,248 364 58,496 4,022,009 4,435,109 229,006 9,455,556 1,045,464 7,315 $ 10,508,335 4,026,826 4,457,630 229,663 9,487,440 1,071,712 7,679 $ 10,566,831 Accruing Loans 90 Days or More Past Due: At December 31, 2023 and 2022, there were no accruing loans 90 days or more past due. Collateral Dependent Loans: The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as follows: Year Ended December 31, 2023 2022 (In thousands) CRE ADC C&I Total Related Party Loans Real Estate Collateral Dependent 8,903 $ 657 1,444 11,004 $ $ $ Associated Allowance Real Estate for Credit Losses Collateral Dependent 7,391 $ 657 949 8,997 621 305 — 926 $ Associated Allowance for Credit Losses 1,297 $ — — 1,297 $ Certain directors, executive officers, and their related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during 2023. The following table sets forth selected information about related party loans: Year Ended (In thousands) Beginning balance New loans Repayments Balance at end of period Loan Restructurings $ December 31, 2023 4,956 531 (565) 4,922 $ The Company adopted ASU No. 2022-02 on January 1, 2023, which eliminates the recognition and measurement of a TDR. Due to the removal of the TDR designation, the Company applies the loan refinancing and restructuring guidance to determine whether a modification or other forms of restructuring result in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other- than-insignificant payment delays, term extensions, and/or a combinations of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows. 70 The following table shows the amortized cost basis as of December 31, 2023 of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of concession granted: For the Year Ended December 31, 2023 Term Significant Extension and Payment Significant Term Significant Payment Delay and Interest Extension Delay Payment Delay Rate Reduction Total % of Total Class of Financing Receivable (Dollars in thousands) One-to-four family residential and cooperative/condominium apartment $ — $ 2,856 $ 92 $ — $ 2,948 Multifamily residential and residential mixed-use CRE ADC C&I Other Total — — — 1,789 — 1,789 — 24,706 — 12,020 — 39,582 $ $ $ — — — 520 — 612 $ — — — 298 — 298 — 24,706 — 14,627 — 42,281 $ 0.3 % 0.0 0.5 0.0 1.4 0.0 0.4 % The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty: (Dollars in thousands) One-to-four family residential and cooperative/condominium apartment Multifamily residential and residential mixed-use CRE ADC C&I Other Total For the Year Ended December 31, 2023 Weighted Average Weighted Average Interest Rate Reductions Months of Term Extensions Weighted Average Payment Delay or Principal Forgiveness — % — — — 4.27 — 4.27 % 189 — — — 13 — 202 $ $ 76 — 988 — 2,406 — 3,470 The Bank monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table describes the performance of loans that have been modified during the year ended December 31, 2023. (Dollars in thousands) One-to-four family residential and cooperative/condominium apartment Multifamily residential and residential mixed- use CRE ADC C&I Other Total 30-59 Days Past Due December 31, 2023 90+ Days Past Due 60-89 Days Past Due Non-Accrual Total — $ — — — — — — $ — $ — — — — — — $ — $ — — — — — — $ 92 $ 2,948 — — 2,131 — 2,223 $ — 24,706 — 14,627 — 42,281 Current $ 2,856 $ — 24,706 — 12,496 — 40,058 $ $ There were no loans made to borrowers experiencing financial difficulty that were modified during the year ended December 31, 2023, that subsequently defaulted. For the purposes of this disclosure, a payment default is defined as 90 or more days past due and still accruing. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms. Prior to our adoption of ASU 2022-02, as of December 31, 2022, the Company had TDRs totaling $22.1 million. The Company had allocated $9.1 million of allowance for those loans at December 31, 2022, with no commitments to lend additional amounts. As of December 31, 2021, the Company had TDRs totaling $942 thousand. The Company had allocated $483 thousand of allowance for those loans at December 31, 2021, with no commitments to lend additional amounts. During the year ended December 31, 2022, TDR modifications included reduction of outstanding principal, extensions of maturity dates, or favorable interest rates and loan terms than the prevailing market interest rates and loan terms. 71 During the year ended December 31, 2022, the Company modified one CRE loan as a TDR, and one Acquisition, Development, and Construction loan, which subsequently paid off during the year. During the year ended December 31, 2021, the Company modified one CRE loan as a TDR, which subsequently paid off during the year. The following table presents the loans by category modified as TDRs that occurred during the year ended December 31, 2022: (Dollars in thousands) One-to-four family residential and cooperative/condominium apartment CRE ADC C&I Other Total Modifications During the Year Ended December 31, 2022 Pre- Post- Modification Modification Outstanding Outstanding 2021 Pre- Post- Modification Modification Outstanding Outstanding Number of Loans Recorded Investment Recorded Investment Number of Loans Recorded Investment Recorded Investment 2 1 1 7 1 12 $ $ 762 991 13,500 21,934 276 37,463 $ $ 762 991 13,500 21,938 276 37,467 2 1 — 1 — 4 $ $ 467 10,000 — 456 — 10,923 $ $ 467 10,000 — 488 — 10,955 There were no TDR charge-offs during the years ended December 31, 2022 and 2021. Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit structure, loan documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying them as to credit risk. The Company uses the following definitions for risk ratings: Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date. Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of then existing facts, conditions, and values, highly questionable and improbable. 72 The following is a summary of the credit risk profile of loans by internally assigned grade as of the periods indicated, the years represent the year of origination for non-revolving loans: 2023 2022 2021 2020 2019 2018 and Prior Revolving- Revolving Term Total December 31, 2023 (In thousands) One-to-four family residential, and condominium/cooperative apartment: Pass Special mention Substandard Doubtful Total one-to-four family residential, and condominium/cooperative apartment YTD Gross Charge-Offs Multifamily residential and residential mixed- use: Pass Special mention Substandard Doubtful Total multifamily residential and residential mixed-use YTD Gross Charge-Offs CRE: Pass Special mention Substandard Doubtful Total CRE YTD Gross Charge-Offs ADC: Pass Special mention Substandard Doubtful Total ADC YTD Gross Charge-Offs C&I: Pass Special mention Substandard Doubtful Total C&I YTD Gross Charge-Offs Total: Pass Special mention Substandard Doubtful Total Loans YTD Gross Charge-Offs 12,493 776 1,061 — 14,330 14 4,325 — — — 4,325 — 11,538 17,862 — — 29,400 — 225 — 657 — 882 — 31,467 7,444 18,449 — 57,360 3,390 $ 875,473 968 11,114 — 887,555 14 3,834,927 81,373 100,876 — 4,017,176 2 4,338,786 170,782 111,332 — 4,620,900 — 129,142 38,714 657 — 168,513 — 963,579 45,412 57,199 748 1,066,938 15,364 10,141,907 337,249 281,178 748 $ 10,761,082 15,380 $ $ 170,601 $ — — — 213,479 $ — — — 102,684 $ — — — 69,524 $ — 1,005 — 62,356 $ — 337 — 213,131 $ 31,205 $ 33 8,711 — 159 — — 170,601 — 213,479 — 102,684 — 70,529 — 62,693 — 221,875 — 31,364 — 256,822 — — — 1,340,197 — — — 256,822 — 1,340,197 — 417,973 — — — 417,973 — 990,748 28,770 — — 1,019,518 — 16,735 — — — 16,735 — 60,771 481 — — 61,252 — 17,534 11,500 — — 29,034 — 138,145 12,912 1,857 — 152,914 — 578,352 9,334 — — 587,686 — 817,171 19,872 151 — 837,194 — 59,202 14,961 — — 74,163 — 24,865 1,199 2,045 — 28,109 77 283,633 3,880 28,799 — 316,312 — 566,427 88,040 61,424 — 715,891 — 9,900 — — — 9,900 — 25,371 905 5,577 — 31,853 38 4,841 — — — 4,841 — 24,839 — — — 24,839 — 22,444 — — — 22,444 — 384,937 3,886 5,089 — 981,820 64,273 66,988 — 393,912 — 1,113,081 2 484,930 10,484 7,289 — 502,703 — 1,025,160 5,754 42,468 — 1,073,382 — 2,665 12,253 — — 14,918 — 25,142 1,204 1,768 — 28,114 4,166 437 — — — 437 — 37,019 159 11,936 748 49,862 2,229 620,799 21,108 15,567 — 657,474 5,464 922,902 481 — — 2,700,103 53,182 1,857 — 60,048 26,082 20,167 — $ 923,383 $ 2,755,142 $ 1,629,836 $ 1,144,485 $ 1,002,340 $ 2,458,637 $ 740,962 $ 106,297 3,404 38 $ $ 1,582,274 45,366 2,196 — 2,257,567 70,219 130,103 748 954,855 92,825 96,805 — 960,030 27,827 14,483 — 704,128 21,267 15,567 — 5,464 $ 2,231 $ 4,166 $ 77 $ — $ — $ 73 (In thousands) One-to-four family residential, and condominium/cooperative apartment: Pass Special mention Substandard Doubtful Total one-to-four family residential, and condominium/cooperative apartment YTD Gross Charge-Offs Multifamily residential and residential mixed-use: Pass Special mention Substandard Doubtful Total multifamily residential and residential mixed-use YTD Gross Charge-Offs CRE: Pass Special mention Substandard Doubtful Total CRE YTD Gross Charge-Offs ADC: Pass Special mention Substandard Doubtful Total ADC YTD Gross Charge-Offs C&I: Pass Special mention Substandard Doubtful Total C&I YTD Gross Charge-Offs Total: Pass Special mention Substandard Doubtful Total Loans YTD Gross Charge-Offs 2022 2021 2020 2019 2018 2017 and Prior Revolving- Revolving Term Total December 31, 2022 $ 225,031 $ — — — 108,185 $ — — — 72,732 $ — 1,026 — 65,515 $ 66,038 $ 164,338 $ 41,172 $ — 1,227 — 735 407 — 1,175 10,779 — 579 — — 225,031 — 108,185 — 73,758 — 66,742 — 67,180 — 176,292 — 41,751 — 1,386,549 — — — 1,386,549 — 1,021,622 2,864 — — 1,024,486 — 36,877 — — — 36,877 — 175,347 3,770 5,242 — 184,359 — 582,393 — — — 582,393 — 854,240 — 151 — 854,391 — 152,543 — 657 — 153,200 — 36,511 — 1,244 — 37,755 477 316,424 — 12,294 — 328,718 — 753,552 19,655 4,550 — 777,757 — 11,242 — — — 11,242 — 42,103 894 5,364 — 48,361 4,720 395,933 11,183 7,001 — 127,074 — 20,311 — 1,107,281 14,168 33,631 — 414,117 — 147,385 — 1,155,080 — 510,332 4,653 7,947 — 522,932 — 308,265 14,372 1,131 — 323,768 — 868,099 15,478 11,590 — 895,167 — 15,943 — — — 15,943 — 37,030 1,529 2,968 8,332 49,859 2,088 — — — — — — 20,628 1,521 970 752 23,871 — 2,087 — — — 2,087 — 33,343 843 10,232 2,048 46,466 2,414 12,584 — — — 12,584 — 34,362 — — — 34,362 — 10,033 — — — 10,033 — 628,560 9,062 11,290 — 648,912 1,460 2,845,426 6,634 5,242 — 1,733,872 — 2,052 — 1,196,053 20,549 23,234 — 1,024,753 17,365 19,143 8,332 522,005 16,628 22,819 752 2,175,148 31,664 66,232 2,048 726,711 9,641 11,290 — $ 2,857,302 $ 1,735,924 $ 1,239,836 $ 1,069,593 $ 562,204 $ 2,275,092 $ 747,642 $ 1,460 $ $ 2,088 $ 4,720 $ 2,414 $ 477 $ — $ — $ $ 12,563 726 1,093 — 14,382 — 755,574 3,215 14,532 — 773,321 — — — — — — — 24,767 — — — 24,767 — 281 — — — 281 — 22,239 478 9,412 — 32,129 242 59,850 1,204 10,505 — 71,559 242 3,928,238 25,351 73,237 — 4,026,826 — 4,375,239 57,022 25,369 — 4,457,630 — 229,006 — 657 — 229,663 — 995,761 18,097 46,722 11,132 1,071,712 11,401 10,283,818 103,685 160,517 11,132 $ 10,559,152 11,401 $ For other loans, the Company evaluates credit quality based on payment activity. Other loans that are 90 days or more past due are placed on non-accrual status, while all remaining other loans are classified and evaluated as performing. The following is a summary of the credit risk profile of other loans by internally assigned grade: (In thousands) Performing Non-accrual Total 6. LOAN SERVICING ACTIVITIES Year Ended December 31, 2022 2023 $ $ 5,755 — 5,755 $ $ 7,580 99 7,679 The Bank services real estate and C&I loans for others having principal balances outstanding of approximately $346.1 million and $347.9 million at December 31, 2023 and 2022, respectively. Loans serviced for others are not reported as assets. Servicing loans for others generally consists of collecting loan payments, maintaining escrow accounts, disbursing payments to investors, paying taxes and insurance and processing foreclosures. In connection with loans serviced for others, the Bank held borrowers’ escrow balances of $1.3 million at December 31, 2023 and 2022. 74 There are no restrictions on the Company’s consolidated assets or liabilities related to loans sold with servicing rights retained. Upon sale of these loans, the Company recorded an SRA in other assets, and has elected to account for the SRA under the "amortization method" prescribed under GAAP. The activity for SRAs for the periods indicated are as follows: (In thousands) Servicing right assets: Beginning of year Acquired in the Merger Additions Amortized to expense Sold End of year Valuation allowance: Beginning of year Additions expensed End of year Servicing right assets, net Year Ended December 31, 2022 2023 2021 $ $ 3,349 — 458 (639) — 3,168 (201) (36) (237) 2,931 $ $ 3,856 — 659 (907) (259) 3,349 (80) (121) (201) 3,148 $ $ 1,710 2,070 885 (809) — 3,856 — (80) (80) 3,776 The fair value of SRAs was $3.4 million and $3.5 million, at December 31, 2023 and 2022, respectively. The fair value at December 31, 2023 was determined using discount rates ranging from 10.0% to 14.5%, prepayment speeds ranging from 6.5% to 12.2%, depending on the stratification of the specific servicing right, and a weighted average default rate of 0.67%. The fair value at December 31, 2022 was determined using discount rates ranging from 9.5% to 12.0%, prepayment speeds ranging from 6.7% to 16%, depending on the stratification of the specific servicing right, and a weighted average default rate of 0.67%. 7. PREMISES AND FIXED ASSETS, NET AND PREMISES HELD FOR SALE Premises and Fixed Assets, Net The following is a summary of premises and fixed assets, net: (In thousands) Land Buildings Leasehold improvements Furniture, fixtures and equipment Premises and fixed assets, gross Less: accumulated depreciation and amortization Premises and fixed assets, net December 31, 2023 2022 $ $ $ 10,824 21,173 28,307 25,909 86,213 (41,345) 44,868 $ $ $ 10,824 21,688 26,862 25,750 85,124 (38,375) 46,749 Depreciation and amortization expense amounted to $6.7 million, $7.4 million and $6.5 million during the years ended December 31, 2023, 2022 and 2021, respectively. Premises Held for Sale During the year ended December 31, 2023, the Company transferred one real estate property utilized as a retail branch to premises held for sale totaling $905 thousand. There were no premises held for sale as of December 31, 2022. During the year ended December 31, 2022, the Company sold one real estate property utilized as a retail branch for $1.9 million and recorded an associated gain of $1.4 million in Gain on sale of securities and other assets in the consolidated statements of operations. 75 8. LEASES The following table presents the Company’s remaining maturities of undiscounted lease payments, as well as a reconciliation to the discounted operating lease liabilities in the Consolidated Statements of Financial Condition at December 31, 2023: (In thousands) 2024 2025 2026 2027 2028 Thereafter Total undiscounted lease payments Less amounts representing interest Operating lease liabilities $ $ 13,009 12,833 12,173 10,322 4,297 6,260 58,894 (3,440) 55,454 Other information related to our operating leases was as follows: (In thousands) Operating lease cost Cash paid for amounts included in the measurement of operating lease liabilities Year Ended December 31, 2022 2023 2021 $ 12,801 $ 11,428 $ 14,341 12,560 10,574 13,975 Weighted average remaining lease term Weighted average discount rate 9. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Year Ended December 31, 2022 2023 5.0 years 2.34 % 5.9 years 2.03 % At December 31, 2023 and 2022, the carrying amount of the Company’s goodwill was $155.8 million. The Company performs its annual goodwill impairment test in the fourth quarter of every year, or more frequently if events or changes in circumstance indicate the asset might be impaired. It was determined during the annual impairment testing that no impairment was needed for the years ended December 31, 2023, 2022 and 2021. The following table presents the change in Goodwill for the years ended December 31, 2023, 2022 and 2021: (In thousands) Beginning of year Acquired goodwill (1) End of year Year Ended December 31, 2023 2022 155,797 - 155,797 $ $ 155,797 - 155,797 $ $ $ $ 2021 55,638 100,159 155,797 (1) See Note 2. Merger for additional information regarding the acquired goodwill 76 Other Intangible Assets The following table presents the carrying amount and accumulated amortization of intangible assets that are amortizable, all of which are core deposit intangibles: (In thousands) Gross carrying value Accumulated amortization Net carrying amount Year Ended December 31, 2023 2022 $ $ 10,204 (5,145) 5,059 $ $ 10,204 (3,720) 6,484 Amortization expense recognized on intangible assets was $1.4 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively. Estimated amortization expense for 2024 through 2028 and thereafter is as follows: (In thousands) 2024 2025 2026 2027 2028 Thereafter Total 10. RESTRICTED STOCK The following is a summary of restricted stock: (In thousands) FHLBNY capital stock FRB capital stock ACBB capital stock Restricted stock FHLBNY Capital Stock $ $ 1,164 958 795 664 560 918 5,059 Year Ended December 31, 2023 2022 $ $ $ 73,475 25,110 165 98,750 $ 63,627 24,953 165 88,745 The Bank is a member of the FHLBNY. Membership requires the purchase of shares of FHLBNY capital stock at $100 per share. Members are required to own a particular amount of stock based on the level of borrowings and other factors. The Bank increased its outstanding FHLBNY advances by $182.0 million during the year ended December 31, 2023, resulting in an increase of required FHLBNY stock. The Bank owned 734,751 shares and 636,274 shares at December 31, 2023 and 2022, respectively. The Bank recorded dividend income on the FHLBNY capital stock of $5.4 million, $853 thousand and $1.9 million during the years ended December 31, 2023, 2022 and 2021, respectively. FRB Capital Stock The Bank is a member of the FRB. Membership requires the purchase of shares of FRB capital stock at $50 per share. The Bank owned 502,197 shares at December 31, 2023 and 499,052 shares at December 31, 2022. The Bank recorded dividend income on the FRB capital stock of $1.0 million, $828 thousand, and $442 thousand during the years ended December 31, 2023, 2022, and 2021, respectively. ACBB Capital Stock The Bank has a relationship with ACBB. The relationship requires the purchase of shares of ACBB capital stock between $2,500 and $3,250 per share. The Bank owned 60 shares at December 31, 2023 and 2022. The Bank recorded dividend 77 income on the ACBB capital stock of $2 thousand during the year ended December 31, 2023 and $1 thousand during the years ended December 31, 2022, and 2021, respectively. 11. DEPOSITS Deposits are summarized as follows: (Dollars in thousands) Savings (1) CDs Money market Interest-bearing checking Non-interest-bearing checking (1) Total (1) Includes mortgage escrow deposits. Year Ended December 31, 2023 2022 Weighted Average Weighted Average Rate Liability Rate Liability 3.67 % $ 2,335,490 1,607,683 4.43 3,125,996 3.46 515,987 0.77 2,945,499 — 2.56 % $ 10,530,655 2.24 % $ 2,260,101 1,115,364 2.25 2,532,270 1.50 827,454 1.01 3,519,218 — 1.19 % $ 10,254,407 The following table presents a summary of scheduled maturities of CDs outstanding at December 31, 2023: (Dollars in thousands) 2024 2025 2026 2027 2028 2029 and beyond Total Maturing Balance Weighted Average Interest Rate $ $ 1,489,735 81,297 25,742 7,527 3,382 — 1,607,683 4.60 % 2.52 2.26 0.18 0.05 — 4.43 % CDs that met or exceeded the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250 thousand were $115.3 million and $129.6 million at December 31, 2023 and 2022, respectively. 12. DERIVATIVES AND HEDGING ACTIVITIES The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The Company engages in far value hedges, cash flow hedges and freestanding derivatives. 78 Fair Values of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Financial Condition The tables below present the fair value of the Company’s derivative assets and liabilities as well as their classification on the consolidated statements of financial condition as of December 31, 2023 and December 31, 2022. (Dollars in thousands) Derivatives designated as hedging instruments Cash flow hedges - interest rate products Derivatives not designated as hedging instruments Interest rate products (Dollars in thousands) Derivatives designated as hedging instruments Fair value hedges - interest rate products Cash flow hedges - interest rate products Derivatives not designated as hedging instruments Interest rate products Other contracts December 31, 2023 December 31, 2022 Notional Amount Fair Value Assets Notional Amount Fair Value Assets $ 150,000 $ 12,492 $ 150,000 $ 17,874 1,682,961 114,671 1,594,356 137,335 December 31, 2023 December 31, 2022 Notional Amount Fair Value Notional Liabilities Amount Fair Value Liabilities $ 500,000 200,000 $ 6,594 5,031 $ — $ — — — 1,682,961 93,891 114,671 24 1,594,356 71,103 137,335 33 Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Operations The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations as of December 31, 2023 and December 31, 2022. Effects of fair value or cash flow hedges are recorded $ 561 $ 2,275 $ — $ — December 31, 2023 December 31, 2022 Interest Income Interest Expense Interest Income Interest Expense The effects of fair value and cash flow hedging: Gain or (loss) on fair value hedging relationships Interest contracts Hedged items Derivatives designated as hedging instruments Gain or (loss) on cash flow hedging relationships Interest contracts Gain (loss) reclassified from AOCI into income Fair Value Hedges 6,591 (6,030) — — — 2,275 — — — — — 1,134 The Company uses fair value hedges to protect against changes in fair value of certain interest rate sensitive assets. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income. In October 2023, the Company entered into interest rate swaps with a notional amount totaling $500.0 million which was designated as a fair value hedge on a closed pool of certain fixed rate loans that are settled daily to market. As of December 31, 2023, the Company posted $6.5 million to the Chicago Mercantile Exchange ("CME") clearing house related to the 79 fair value derivatives settled daily to market. The Company pays an average fixed rate of 4.82% and receives a floating rate based on the US federal funds effective rate for the life of the agreement without an exchange of the underlying notional amount. For derivatives that are designated as fair value hedges, the gain or loss on the derivatives as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on December 31, 2023 totaled $729.5 million. The amount identified as the last-of-layer in the open hedge relationship was $500.0 million, which is the amount of loans in the closed portfolio anticipated to be outstanding for the designated hedge period. The basis adjustment associated with the hedge was a $6.6 million asset as of December 31, 2023, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship. During the year ended December 31, 2023, the Company recorded a $561 thousand credit from the swap transaction as a component of interest income in the consolidated statements of operations. As of December 31, 2023, the following amounts were recorded on the consolidated statements of financial condition related to cumulative basis adjustment for fair value hedges: Year Ended December 31, 2023 Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets 2022 Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets Carrying Amount of the Hedged Assets $ 6,591 $ — $ — Carrying Amount of the Hedged Assets 506,591 $ (Dollars in thousands) Fixed Rate Loans Cash Flow Hedges The Company uses cash flow hedges to protect against variability in cash flows associated with existing or forecasted issuances of short-term borrowing. Cash flow hedges on liabilities involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income (Loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. During the next twelve months, the Company estimates that an additional $6.4 million will be reclassified as a decrease to interest expense. During the years ended December 31, 2023 and 2022, the Company did not terminate any derivatives. During the year ended December 31, 2021, the Company terminated 34 derivatives with notional values totaling $785.0 million, resulting in a termination value of $16.5 million which was recognized in loss on termination of derivatives in non-interest income. The table below presents the effect of the cash flow hedge accounting on accumulated other comprehensive loss as of December 31, 2023, 2022 and 2021. (In thousands) (Loss) gain recognized in other comprehensive income (loss) Gain recognized on termination of derivatives (Loss) gain reclassified from other comprehensive income into interest expense $ All cash flow hedges are recorded gross on the statement of financial condition. Year Ended December 31, 2022 2021 $ $ 14,412 — 1,621 5,277 16,505 (940) 2023 (11,782) — (2,092) Certain cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Bank to post cash collateral if the derivative exposure exceeds a threshold amount. As of December 31, 2023 and 2022, the Company received $13.5 million and $17.8 million, respectively, in collateral from its third-party counterparties under 80 the agreements in a net asset position. Additionally, the Bank entered certain cash flow hedges that are CME exchanged and settled daily to market. As of December 31, 2023, the Company posted $4.9 million to the CME clearing house that are accounted for as settlements of the derivative liabilities. Freestanding Derivatives The Company maintains an interest-rate risk protection program for its loan portfolio in order to offer loan level derivatives with certain borrowers and to generate loan level derivative income. The Company enters into interest rate swap or interest rate floor agreements with borrowers. These interest rate derivatives are designed such that the borrower synthetically attains a fixed-rate loan, while the Company receives floating rate loan payments. The Company offsets the loan level interest rate swap exposure by entering into an offsetting interest rate swap or interest rate floor with an unaffiliated and reputable bank counterparty. These interest rate derivatives do not qualify as designated hedges, under ASC 815; therefore, each interest rate derivative is accounted for as a freestanding derivative. The notional amounts of the interest rate derivatives do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate derivative agreements. The following tables reflect freestanding derivatives included in the consolidated statements of financial condition as of the dates indicated: (In thousands) Included in derivative assets/(liabilities): Loan level interest rate swaps with borrower Loan level interest rate swaps with borrower Loan level interest rate floors with borrower Loan level interest rate floors with borrower Loan level interest rate swaps with third-party counterparties Loan level interest rate swaps with third-party counterparties Loan level interest rate floors with third-party counterparties Loan level interest rate floors with third-party counterparties (In thousands) Included in derivative assets/(liabilities): Loan level interest rate swaps with borrower Loan level interest rate swaps with borrower Loan level interest rate floors with borrower Loan level interest rate swaps with third-party counterparties Loan level interest rate swaps with third-party counterparties Loan level interest rate floors with third-party counterparties December 31, 2023 Notional Count Amount Fair Value Fair Value Liabilities Assets 49 178 2 7 49 178 2 7 $ 491,394 1,121,085 29,721 40,761 491,394 1,121,085 29,721 40,761 $ 10,985 — — — — 103,570 — 116 $ — 103,570 — 116 10,985 — — — December 31, 2022 Notional Count Amount Fair Value Fair Value Liabilities Assets 3 185 40 3 185 40 $ 53,311 1,214,736 326,309 53,311 1,214,736 326,309 $ 1,524 — — — 126,751 9,060 $ — 126,751 9,060 1,524 — — Loan level derivative income is recognized on the mark-to-market of the interest rate swap as a fair value adjustment at the time the transaction is closed. Total loan level derivative income is included in non-interest income as follows: (In thousands) Loan level derivative income Year Ended December 31, 2022 2021 2023 $ 7,081 $ 3,637 $ 2,909 The interest rate swap product with the borrower is cross collateralized with the underlying loan and, therefore, there is no posted collateral. Certain interest rate swap agreements with third-party counterparties contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of December 31, 2023 and December 31, 2022, the Company did not post collateral to its third- party counterparties. As of December 31, 2021, posted collateral was $14.0 million. As of December 31, 2023, the Company received $94.7 million in collateral from its third-party counterparties under the agreements in a net asset position. As of December 31, 2022, the Company received $135.3 million in collateral from its third-party counterparties under the agreements in a net asset position. 81 Risk Participation Agreements The Company enters into risk participation agreements to manage economic risks but does not designate the instruments in hedge relationships. As of December 31, 2023 and December 31, 2022, the notional amounts of risk participation agreements for derivative liabilities were $93.9 million and $71.1 million, respectively. The related fair values of the Company’s risk participation agreements were immaterial as of December 31, 2023 and December 31, 2022 Credit Risk Related Contingent Features The Company’s agreements with each of its derivative counterparties state that if the Company defaults on any of its indebtedness, it could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Company’s agreements with certain of its derivative counterparties state that if the Bank fails to maintain its status as a well-capitalized institution, the Bank could be required to terminate its derivative positions with the counterparty. For derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, any breach of the above provisions by the Company may require settlement of its obligations under the agreements at the termination value with the respective counterparty. As of December 31, 2023, there were no derivatives in a net liability position, and therefore the termination value was zero. There were no provisions breached for the year ended December 31, 2023. 13. FHLBNY ADVANCES The Bank had borrowings from the FHLBNY (“Advances”) totaling $1.31 billion and $1.13 billion at December 31, 2023 and 2022, respectively, all of which were fixed rate. In accordance with its Advances, Collateral Pledge and Security Agreement with the FHLBNY, the Bank was eligible to borrow or secure municipal letters of credit up to $4.09 billion as of December 31, 2023 and $4.13 billion as of December 31, 2022, and maintained sufficient qualifying collateral, as defined by the FHLBNY. We pledge real estate loans including Residential, Multifamily and CRE. At December 31, 2023 there were no callable Advances and the Bank had $1.19 billion of remaining borrowing capacity through the FHLBNY. During the years ended December 31, 2023 and 2022, the Company did not have any prepayment penalty expense recognized as a loss on extinguishment of debt. During the year ended December 31, 2021, the Company’s prepayment penalty expense was recognized as a loss on extinguishment of debt. The following table is a summary of FHLBNY extinguishments for the periods presented: (Dollars in thousands) FHLBNY advances extinguished Weighted average rate Loss on extinguishment of debt Year Ended December 31, 2023 2022 - - % - $ $ - - % - $ $ $ $ 2021 209,010 1.31 % 1,751 The following table presents the contractual maturities of FHLBNY advances for each of the next five years. There were no FHLBNY advances with an overnight contractual maturity at December 31, 2023 or 2022. (Dollars in thousands) 2023, fixed rate at rates from 3.85% to 5.65% 2024, fixed rate at rates from 4.85% to 5.67% 2027, fixed rate at 4.25% 2028, fixed rate at 4.04% Total FHLBNY advances December 31, 2023 2022 — 1,265,000 36,000 12,000 1,313,000 $ 1,095,000 — 36,000 — 1,131,000 $ Total FHLBNY advances had a weighted average interest rate of 5.23% and 4.55% at December 31, 2023 and December 31, 2022, respectively. 82 14. SUBORDINATED DEBENTURES On May 6, 2022, the Company issued $160.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2032 (“the Notes”). The Notes are callable at par after five years, have a stated maturity of May 15, 2032 and bear interest at a fixed annual rate of 5.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2022. The last interest payment for the fixed rate period will be May 15, 2027. From and including May 15, 2027 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the benchmark rate (which is expected to be Three-Month Term SOFR) plus 218 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2027. The Company used the net proceeds of the offering for the repayment of $115.0 million of the Company’s 4.50% fixed- to-floating rate subordinated notes due 2027 on June 15, 2022, and $40.0 million of the Company’s 5.25% fixed-to-floating rate subordinated debentures due 2025 on June 30, 2022. The repayment of the subordinated notes due 2027 resulted in a pre-tax write-off of debt issuance costs of $740 thousand, which was recognized in loss on extinguishment of debt in non- interest expense. The remaining $40.0 million of fixed-to-floating rate subordinated debentures were issued by the Company in September 2015, are callable at par after ten years, have a stated maturity of September 30, 2030, and bear interest at a fixed annual rate of 5.75% per year, for the first five years. From and including September 30, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month CME Term SOFR plus 372 basis points. The subordinated debentures totaled $200.2 million at December 31, 2023 and $200.3 million at December 31, 2022. Interest expense related to the subordinated debt was $10.2 million, $10.6 million and $8.5 million during the years ended December 31, 2023, 2022 and 2021, respectively. The subordinated debentures are included in tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations. 15. OTHER SHORT-TERM BORROWINGS The following is a summary of other short-term borrowings: (In thousands) Repurchase agreements Other short-term borrowings Repurchase Agreements December 31, 2023 2022 $ $ — $ — $ 1,360 1,360 The Bank utilizes securities sold under agreements to repurchase (“repurchase agreements”) as part of its borrowing policy to add liquidity. Repurchase agreements represent funds received from customers, generally on an overnight basis, which are collateralized by investment securities, of which 100% were pass-through MBS issued by GSEs. There were no repurchase agreements at December 31, 2023. Repurchase agreements are financing arrangements that at maturity, the securities underlying the agreements are returned to the Bank. The primary risk associated with these secured borrowings is the requirement to pledge a market value-based balance of collateral in excess of the borrowed amount. The excess collateral pledged represents an unsecured exposure to the lending counterparty. As the market value of the collateral changes, both through changes in discount rates and spreads as well as related cash flows, additional collateral may need to be pledged. In accordance with the Bank’s policies, eligible counterparties are defined and monitored to minimize exposure. There was no interest expense on repurchase agreements for the year ended December 31, 2023. Interest expense on repurchase agreements for the years ended December 31, 2022 and 2021 was $1 thousand, respectively. 83 AFX The Bank is a member of AFX, through which it may either borrow or lend funds on an overnight or short-term basis with other member institutions. The availability of funds changes daily. Interest expense on AFX borrowings for the years ended December 31, 2023, 2022 and 2021 was $101 thousand, $1.4 million, and $1 thousand, respectively. 16. INCOME TAXES The Company’s consolidated Federal, State and City income tax provisions were comprised of the following: (In thousands) Current expense Federal State and city Total current expense Deferred expense Federal State and city Total deferred expense Total 2023 Year Ended December 31, 2022 2021 $ $ 24,469 15,681 40,150 1,393 (758) 635 40,785 $ $ 39,492 17,205 56,697 840 1,822 2,662 59,359 $ $ 23,759 11,815 35,574 5,490 3,106 8,596 44,170 The preceding table excludes tax effects recorded directly to stockholders’ equity in connection with unrealized gains and losses on securities available-for-sale (including losses on such securities upon their transfer to held-to-maturity), interest rate derivatives, and adjustments to other comprehensive income relating to the minimum pension liability, unrecognized gains of pension and other postretirement obligations and changes in the non-credit component of OTTI. These tax effects are disclosed as part of the presentation of the consolidated statements of changes in stockholders’ equity and comprehensive income. The provision for income taxes differed from that computed at the Federal statutory rate as follows: (Dollars in thousands) Tax at federal statutory rate State and local taxes, net of federal income tax benefit Benefit plan differences Investment in BOLI Equity based compensation Salaries deduction limitation Transaction costs Other, net Total Effective tax rate $ $ $ $ Year Ended December 31, 2022 44,502 13,699 (127) (2,173) (141) 2,054 — 1,545 59,359 $ 28.01 % 2023 28,745 12,237 (127) (2,047) 79 2,381 — (483) 40,785 29.80 % 2021 31,115 11,601 (107) (1,485) (301) 3,419 181 (253) 44,170 29.81 % $ The increase in effective tax rate in 2023 was primarily the result of an increase in the Section 162M limitation due to executive severance. Deferred tax assets and liabilities are recorded for temporary differences between the book and tax bases of assets and liabilities. The components of Federal, State and City deferred income tax assets and liabilities were as follows: 84 (In thousands) Deferred tax assets: Allowance for credit losses and other contingent liabilities Tax effect of other components of income on securities available-for-sale Tax effect of other components of income on securities held-to-maturity Operating lease liability Other Total deferred tax assets Deferred tax liabilities: Tax effect of other components of income on derivatives Employee benefit plans Tax effect of purchase accounting fair value adjustments Difference in book and tax carrying value of fixed assets Difference in book and tax basis of unearned loan fees Operating lease asset States taxes Other Total deferred tax liabilities Net deferred tax asset (recorded in other assets) December 31, 2023 2022 26,926 34,745 7,216 19,229 2,603 90,719 2,368 1,707 1,329 2,230 3,239 18,266 2,166 241 31,546 59,173 $ $ 28,175 38,140 8,138 19,256 2,074 95,783 5,394 976 2,352 4,261 2,431 18,414 2,801 1,002 37,631 58,152 $ $ The Company and its subsidiary are subject to U.S. federal income tax as well as income tax of the State of New York, City of New York and the State of New Jersey. Under generally accepted accounting principles, the Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. No valuation allowances were recognized on deferred tax assets during the years ended December 31, 2023 or 2022, since, at each period end, it was deemed more likely than not that the deferred tax assets would be fully realized. In connection with the Merger, the Company acquired a federal net operating loss (“NOL”) carryforward subject to Internal Revenue Code Section 382. The Company recorded a deferred tax asset that it expects to realize within the carryforward period. At December 31, 2023, the remaining federal NOL carryforward was $2.2 million. At December 31, 2023, the Company had a New York State NOL carryforward of $543 thousand, and recorded a deferred tax asset that it expects to recover within the carryforward period. At December 31, 2023, the Company had a New York City NOL carryforward balance of zero. The New York State NOLs at December 31, 2023 included NOLs acquired in connection with the Merger. At December 31, 2023 and 2022, the Bank had accumulated bad debt reserves totaling $15.1 million for which no provision for income tax was required to be recorded. These bad debt reserves could be subject to recapture into taxable income under certain circumstances, including a distribution of the bad debt benefits to the Holding Company or the failure of the Bank to qualify as a bank for federal income tax purposes. Should the reserves as of December 31, 2023 be fully recaptured, the Bank would recognize $4.8 million in additional income tax expense. The Company expects to take no action in the foreseeable future that would require the establishment of a tax liability associated with these bad debt reserves. The Company is subject to regular examination by various tax authorities in jurisdictions in which it conducts significant business operations. The Company regularly assesses the likelihood of additional examinations in each of the tax jurisdictions resulting from ongoing assessments. Under current accounting rules, all tax positions adopted are subjected to two levels of evaluation. Initially, a determination is made, based on the technical merits of the position, as to whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. In conducting this evaluation, management is required to presume that the position will be examined by the appropriate taxing authority possessing full knowledge of all relevant information. The second level of evaluation is the measurement of a tax position that satisfies the more-likely-than-not recognition threshold. This measurement is performed in order to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. The Company had no unrecognized tax benefits as 85 of December 31, 2023 or 2022. The Company does not anticipate any material change to unrecognized tax benefits during the year ended December 31, 2024. As of December 31, 2023, the tax years ended December 31, 2023, 2022, 2021, and 2020, remained subject to examination by all of the Company's relevant tax jurisdictions. The Company is currently not under audit in any taxing jurisdictions. 17. MERGER RELATED EXPENSES Merger-related expenses were recorded in the consolidated statements of operations as a component of non-interest expense and include costs relating to the Merger, as described in Note 2. Merger. These charges represent one-time costs associated with merger activities and do not represent ongoing costs of the fully integrated combined organization. Accounting guidance requires that merger-related transactional and restructuring costs incurred by the Company be charged to expense as incurred. There were no costs associated with merger expenses and transaction costs for the year ended December 31, 2023 and December 31, 2022. Costs associated with employee severance and other merger-related compensation expense incurred in connection with the Merger totaled $15.9 million for the year ended December 31, 2021 and were recorded in merger expenses and transaction costs expense in the consolidated statements of operations. Transaction costs (inclusive of costs to terminate leases) in connection with the Merger totaled $28.9 million, for the year ended December 31, 2021, and were recorded in merger expenses and transaction costs in the consolidated statements of operations. 18. BRANCH RESTRUCTURING COSTS On June 29, 2021, the Company issued a press release announcing that the Bank planned to combine five branch locations into other existing branches. The combinations took place in October 2021. Costs associated with early lease terminations and accelerated depreciation of fixed assets totaled $5.1 million for the year ended December 31, 2021 and were recorded in branch restructuring costs in the consolidated statements of operations. There were no branch restructuring costs for the years ended December 31, 2023 or 2022. 19. RETIREMENT AND POSTRETIREMENT PLANS The Bank maintains two noncontributory pension plans that existed before the Merger: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees. Bank of America, N.A. (“BANA”) was the Trustee for the Employee Retirement Plan and BNB Bank Pension Plan assets as of December 31, 2023. Pentegra Retirement Trust was the trustee for the Employee Retirement Plan prior to the transfer to BANA during the year ended December 31, 2021. The assets of both plans are overseen by the Retirement Committee (“Committee”), comprised of management, who meet quarterly and set investment policy guidelines. Merrill Lynch, Pierce, Fenner & Smith, Inc. (“MLPF&S”) and Blackrock are the investment managers of the assets of both plans. The Committee meets with representatives of MLPF&S and reviews the performance of the plan assets. Pension plan assets include cash and cash equivalents, equities and fixed income securities. Employee Retirement Plan The Bank sponsors the Employee Retirement Plan, a tax-qualified, noncontributory, defined-benefit retirement plan. Prior to April 1, 2000, substantially all full-time employees of at least 21 years of age were eligible for participation after one year of service. Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the Employee Retirement Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the years ended December 31, 2023 and 2022, the Bank used December 31 as its measurement date for the Employee Retirement Plan. 86 The funded status of the Employee Retirement Plan was as follows: (In thousands) Reconciliation of projected benefit obligation: Projected benefit obligation at beginning of year Interest cost Actuarial (gain) loss Benefit payments Projected benefit obligation at end of year Plan assets at fair value (investments in trust funds managed by trustee) Balance at beginning of year Return on plan assets Benefit payments Balance at end of year Funded status at end of year Year Ended December 31, 2023 2022 $ $ 19,021 900 384 (1,584) 18,721 22,593 294 (1,584) 21,303 2,582 $ $ 24,961 622 (5,004) (1,558) 19,021 28,693 (4,542) (1,558) 22,593 3,572 The net periodic cost for the Employee Retirement Plan included the following components: (In thousands) Interest cost Expected return on plan assets Amortization of unrealized loss Net periodic benefit (credit) cost Year Ended December 31, 2022 2023 2021 $ $ 900 (1,521) 572 (49) $ $ 622 (1,949) 261 (1,066) $ $ 562 (1,846) 824 (460) The change in accumulated other comprehensive loss that resulted from the Employee Retirement Plan is summarized as follows: (In thousands) Balance at beginning of period Amortization of unrealized loss Loss recognized during the year Balance at the end of the period Period end component of accumulated other comprehensive loss, net of tax Year Ended December 31, 2023 2022 $ $ $ (5,323) 572 (1,612) (6,363) 4,343 $ $ $ (4,097) 261 (1,487) (5,323) 3,649 Major assumptions utilized to determine the net periodic cost of the Employee Retirement Plan benefit obligations were as follows: At or for the Year Ended December 31, 2022 2023 2021 Discount rate used for net periodic benefit cost Discount rate used to determine benefit obligation at period end Expected long-term return on plan assets used for net periodic benefit cost Expected long-term return on plan assets used to determine benefit obligation at period end 4.90 % 4.70 7.00 2.55 % 4.90 7.00 2.15 % 2.55 7.00 7.00 7.00 7.00 Plan Assets At December 31, 2023, the Employee Retirement Plan’s assets included included debt securities. Debt securities include corporate bonds, government issues, mortgage-backed securities, high yield securities and mutual funds. The weighted average expected long-term rate of return is estimated based on current trends in Employee Retirement Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds representing cumulative returns of approximately 9.0% and 5.0%, respectively. These returns were considered along with 87 the target allocations of asset categories. When these overall return expectations were applied to the Employee Retirement Plan’s target allocation, the expected annual rate of return was determined to be 7.00% at both December 31, 2023 and 2022. The Bank did not make any contributions to the Employee Retirement Plan during the year ended December 31, 2023. The Bank does not expect to make contributions to the Employee Retirement Plan during the year ending December 31, 2024. The weighted-average allocation by asset category of the assets of the Employee Retirement Plan was summarized as follows: Asset category: Equity securities Debt securities Cash equivalents Total December 31, 2023 2022 — % 100 — 100 % 51 % 47 2 100 % The allocation percentages in the above table were consistent with future planned allocation percentages as of December 31, 2023 and 2022, respectively. The following tables present a summary of the Employee Retirement Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 24 for a discussion of the fair value hierarchy). (In thousands) Description: Cash and cash equivalents Fixed income securities: Government Total Plan Assets (In thousands) Description: Cash and cash equivalents Equities: U.S. large cap U.S. mid cap/small cap International Equities blend Fixed income securities: Corporate Government Mortgage-backed High yield bonds and bond funds Total Plan Assets December 31, 2023 Fair Value Measurements Using: Quoted Prices in Active Markets for Identical Significant Other Observable Significant Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total $ $ — $ 21,245 21,245 $ 58 — 58 $ $ — $ 58 — 21,245 — $ 21,303 December 31, 2022 Fair Value Measurements Using: Quoted Prices in Active Markets for Identical Significant Other Observable Significant Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total — $ 541 $ — $ 541 8,398 2,348 2,718 192 — 2,527 — — 16,183 $ — — — — 1,305 — 586 3,978 6,410 $ — — — — 8,398 2,348 2,718 192 — 1,305 — 2,527 — 586 3,978 — — $ 22,593 $ $ 88 Benefit payments for the fiscal year ending December 31st are anticipated to be made as follows: (In thousands) 2024 2025 2026 2027 2028 2029 to 2033 BNB Bank Pension Plan $ 1,526 1,518 1,475 1,447 1,401 6,621 During 2012, Bridge amended the BNB Bank Pension Plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered Bridge employees. Additionally, new Bridge employees hired on or after October 1, 2012 were not eligible for the BNB Bank Pension Plan. For the year ended December 31, 2023, the Bank used December 31 as its measurement date for the BNB Bank Pension Plan. Effective December 31, 2023, the Bank froze all participant benefits under the BNB Pension Plan, the impact of which is reflected in the recorded curtailment as of December 31, 2023. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the BNB Bank Pension Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. The funded status of the BNB Bank Pension Plan was as follows: (In thousands) Reconciliation of projected benefit obligation: Projected benefit obligation at beginning of year Service cost Interest cost Actuarial gain Curtailment Benefit payments Projected benefit obligation at end of year Plan assets at fair value (investments in trust funds managed by trustee) Balance at beginning of year Return on plan assets Benefit payments Balance at end of year Funded status at end of year The net periodic cost for the BNB Bank Pension Plan included the following components: (In thousands) Service cost Interest cost Expected return on plan assets Net periodic benefit credit Year Ended December 31, 2023 2022 $ $ 27,920 564 1,263 (883) (446) (1,136) 27,282 38,572 734 (1,136) 38,170 10,888 $ $ 34,495 807 793 (7,111) — (1,064) 27,920 47,857 (8,221) (1,064) 38,572 10,652 Year Ended December 31, 2023 2022 $ $ $ 564 1,263 (2,760) (933) $ 807 793 (3,441) (1,841) 89 The change in accumulated other comprehensive income that resulted from the BNB Bank Pension Plan is summarized as follows: (In thousands) Balance at beginning of period Loss recognized during the year Balance at the end of the period Period end component of accumulated other comprehensive income, net of tax Year Ended December 31, 2023 2022 $ $ $ (2,358) $ (698) (3,056) $ $ 2,087 2,193 (4,551) (2,358) 1,617 Major assumptions utilized to determine the net periodic cost of the BNB Bank Pension Plan benefit obligations were as follows: Discount rate used for net periodic benefit cost Discount rate used to determine benefit obligation at period end Expected long-term return on plan assets used for net periodic benefit cost Expected long-term return on plan assets used to determine benefit obligation at period end Plan Assets At or for the Year Ended December 31, 2023 2022 4.98 % 4.79 7.25 7.25 2.69 % 4.98 7.25 7.25 At December 31, 2023, the BNB Bank Pension Plan’s assets included cash equivalents and debt securities. The weighted average expected long-term rate of return is estimated based on current trends in BNB Bank Pension Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds representing cumulative returns of approximately 9.0% and 5.0%, respectively. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the BNB Bank Pension Plan’s target allocation, the expected annual rate of return was determined to be 7.25% at December 31, 2023 and 2022. The Bank did not make any contributions to the BNB Bank Pension Plan during the year ended December 31, 2023. The Bank does not expect to make contributions to the BNB Bank Pension Plan during the year ending December 31, 2024. The weighted-average allocation by asset category of the assets of the BNB Bank Pension Plan was summarized as follows: Asset category: Equity securities Debt securities Cash equivalents Total December 31, 2023 2022 - % 99 1 100 % 51 % 46 3 100 % 90 The following tables present a summary of the BNB Bank Pension Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 24 for a discussion of the fair value hierarchy). (In thousands) Description: Cash and cash equivalents Fixed income securities: Government Total Plan Assets (In thousands) Description: Cash and cash equivalents Equities: U.S. large cap U.S. mid cap/small cap International Equities blend Fixed income securities: Corporate Government Mortgage-backed High yield bonds and bond funds Total Plan Assets Fair Value Measurements at December 31, 2023 Quoted Prices in Active Markets for Identical Significant Other Observable Significant Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total $ $ — $ 37,853 37,853 $ 317 — 317 $ $ — $ 317 — 37,853 — $ 38,170 Fair Value Measurements at December 31, 2022 Quoted Prices in Active Markets for Identical Significant Other Observable Significant Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total $ $ — $ 1,001 $ — $ 1,001 14,310 4,094 4,658 308 — 4,275 — — 27,645 — — — — 2,203 — 979 6,744 10,927 $ $ — — — — 14,310 4,094 4,658 308 2,203 — 4,275 — 979 — — 6,744 — $ 38,572 Benefit payments for the fiscal year ending December 31st are anticipated to be made as follows: (In thousands) 2024 2025 2026 2027 2028 2029 to 2033 401(k) Plan $ 1,298 1,379 1,501 1,477 1,529 9,075 The Company maintains a 401(k) Plan (the “401(k) Plan”) that existed before the Merger. The 401(k) Plan covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the first day of the month following the 60th day of employment, unless they elect not to participate. Participants may contribute a portion of their pre-tax base salary, generally not to exceed $22,500 for the calendar year ended December 31, 2023. Under the provisions of the 401(k) plan, employee contributions are partially matched by the Bank as follows: 100% of each employee’s contributions up to 1% of each employee’s compensation plus 50% of each employee’s contributions over 1% but not in excess of 6% of each employee’s compensation for a maximum contribution of 3.5% of a participating employee’s compensation. Participants can invest their account balances into several investment alternatives. The 401(k) plan does not allow for investment in the Company’s common stock. Legacy Dime employees were allowed to rollover Company common stock shares in-kind held in the former Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and hold in the 401(k) Plan. The 401(k) held Company common stock within the accounts of participants totaling $6.3 million and $7.8 million at December 31, 2023 and 2022, respectively. Total expense recognized as a component of 91 salaries and employee benefits expense for the 401(k) Plan was $2.5 million during the year ended December 31, 2023 and $2.3 million during the years December 31, 2022, and December 31, 2021, respectively. Dime KSOP Plan The Dime Community Bank KSOP Plan (“Dime KSOP Plan”) was terminated by resolution of the Legacy Dime Board of Directors. The effective date of the Dime KSOP Plan termination was February 1, 2021, the date of the Merger. As such, all participants were required to transfer their assets out of the Dime KSOP Plan. The KSOP held Legacy Dime common stock within the accounts of participants totaling $40 thousand at December 31, 2021. During the year ended December 31, 2021, total expense recognized as a component of salaries and employee benefits expense for the Dime KSOP Plan was $338 thousand. BMP and Outside Director Retirement Plan The Holding Company and Bank maintained the BMP, which existed in order to compensate executive officers for any curtailments in benefits due to statutory limitations on benefit plans. Benefit accruals under the defined benefit portion of the BMP were suspended on April 1, 2000, when they were suspended under the Employee Retirement Plan. Effective July 1, 1996, the Company established the Outside Director Retirement Plan to provide benefits to each eligible outside director commencing upon the earlier of termination of Board service or at age 75. The Outside Director Retirement Plan was frozen on March 31, 2005, and only outside directors serving prior to that date are eligible for benefits. As of December 31, 2021, the Bank used December 31st as its measurement date for both the BMP and Outside Director Retirement Plan. In connection with the Merger, the Outside Director Retirement Plan and the BMP were terminated, resulting in lump sum payments to the participants in the amounts of $2.8 million for the Outside Director Retirement Plan and $6.2 million for the BMP. The total expense recognized as a curtailment loss during the year ended December 31, 2021 was $1.5 million. The combined funded status of the defined benefit portions of the BMP and the Director Retirement Plan was as follows: (In thousands) Reconciliation of projected benefit obligation: Projected benefit obligation at beginning of year Interest cost Benefit payments Actuarial (gain) loss Projected benefit obligation at end of year Plan assets at fair value: Balance at beginning of year Contributions Benefit payments Balance at end of period Funded status at end of year Year Ended December 31, 2021 $ $ 9,328 12 (9,063) (277) — — 9,063 (9,063) — — The combined net periodic cost for the defined benefit portions of the BMP and the Director Retirement Plan included the following components: Year Ended (In thousands) Interest cost Curtailment loss Amortization of unrealized loss Net periodic benefit cost 92 $ December 31, 2021 12 1,543 — 1,555 $ The combined change in accumulated other comprehensive loss that resulted from the BMP and Director Retirement Plan is summarized as follows: Year Ended (In thousands) Balance at beginning of year Amortization of unrealized loss Gain (loss) recognized during the year Curtailment credit Balance at the end of year Period end component of accumulated other comprehensive loss, net of tax Postretirement Benefit Plan $ December 31, 2021 (1,820) — 277 1,543 — — $ $ The Bank offered the Postretirement Benefit Plan to its retired employees who provided at least five consecutive years of credited service and were active employees prior to April 1, 1991. Postretirement Benefit Plan benefits were available only to full-time employees who commence or commenced collecting retirement benefits from the Retirement Plan immediately upon termination of service from the Bank. The Postretirement Benefit Plan was amended effective March 31, 2015 to eliminate plan participation for post-amendment retirees. The plan was terminated during the year ended December 31, 2020. The funded status of the Postretirement Benefit Plan was as follows: (In thousands) Reconciliation of projected benefit obligation: Projected benefit obligation at beginning of year Interest cost Actuarial loss Curtailment gain Benefit payments Projected benefit obligation at end of year Plan assets at fair value: Balance at beginning of year Contributions Benefit payments Balance at end of period Funded status at end of year 20. STOCK-BASED COMPENSATION Year Ended December 31, 2021 $ $ 13 — — — (13) — — 13 (13) — — Before the Merger, Bridge and Legacy Dime granted share-based awards under their respective stock-based compensation plans, (collectively, the “Legacy Stock Plans”), which are both subject to the accounting requirements of ASC 718. In May 2021, the Company’s shareholders approved the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) to provide the Company with sufficient equity compensation to meet the objectives of appropriately incentivizing its officers, other employees, and directors to execute our strategic plan to build shareholder value, while providing appropriate shareholder protections. The Company no longer makes grants under the Legacy Stock Plans. Awards outstanding under the Legacy Stock Plans will continue to remain outstanding and subject to the terms and conditions of the Legacy Stock Plans. At December 31, 2023, there were 638,799 shares reserved for issuance under the 2021 Equity Incentive Plan. In connection with the Merger, all outstanding stock options granted under Legacy Dime’s equity plans, were legally assumed by the combined company and adjusted so that its holder is entitled to receive a number of shares of Dime’s common stock equal to the product of (a) the number of shares of Legacy Dime common stock subject to such award multiplied by (b) the Exchange Ratio and (c) rounded, as applicable, to the nearest whole share, and otherwise subject to the same terms and conditions (including, without limitation, with respect to vesting conditions (taking into account any vesting that occurred at the Merger Date). 93 In connection with the Merger, all outstanding stock options and time-vesting restricted stock units of Bridge, which we refer to as the Bridge equity awards, which were outstanding immediately before the Merger Date continue to be awards in respect of Dime common stock following the Merger, subject to the same terms and conditions that were applicable to such awards before the Merger Date. Stock Option Activity The following table presents a summary of activity related to stock options granted under the Legacy Stock Plans, and changes during the period then ended: Weighted- Average Remaining Weighted- Number of Average Exercise Contractual Price Years Aggregate Intrinsic Value (Dollars in thousands except share and per share amounts) Options outstanding at January 1, 2023 Options exercised Options forfeited Options outstanding at December 31, 2023 Options vested and exercisable at December 31, 2023 Options $ 92,137 — (65,142) 26,995 26,995 $ $ 35.39 — 35.38 35.39 35.39 6.2 5.2 5.2 $ $ — — — Information related to stock options during each period is as follows: (In thousands) Cash received for option exercise cost Income tax (expense) benefit recognized on stock option exercises Intrinsic value of options exercised Year Ended December 31, 2022 2023 2021 $ — $ — — — $ — — 431 (15) 171 The range of exercise prices and weighted-average remaining contractual lives of both outstanding and vested options (by option exercise cost) as of December 31, 2023 were as follows: Exercise Prices: $34.87 $35.35 $36.19 Total Restricted Stock Awards Outstanding Options Vested Options Weighted Average Contractual Years Weighted Average Contractual Years Amount Remaining Amount Remaining 10,061 9,802 7,132 26,995 6.1 5.1 4.1 5.2 10,061 9,802 7,132 26,995 6.1 5.1 4.1 5.2 The Company has made RSA grants to outside Directors and certain officers under the Legacy Stock Plans and the 2021 Equity Incentive Plan. Typically, awards to outside Directors fully vest on the first anniversary of the grant date, while awards to officers vest over a pre-determined requisite period. All awards were made at the fair value of the Company’s common stock on the grant date. Compensation expense on all RSAs is based upon the fair value of the shares on the respective dates of the grant. 94 The following table presents a summary of activity related to the RSAs granted, and changes during the period then ended: Unvested allocated shares outstanding at January 1, 2023 Shares granted Shares vested Shares forfeited Unvested allocated shares outstanding at December 31, 2023 Information related to RSAs during each period is as follows: Weighted- Average Grant-Date Fair Value Number of Shares 350,758 220,750 (134,648) (80,065) 356,795 $ $ 28.63 25.47 29.37 26.45 26.88 (In thousands) Compensation expense recognized Income tax (expense) benefit recognized on vesting of RSAs Year Ended December 31, 2022 2023 $ 4,003 (188) $ 3,516 (10) $ 2021 5,253 27 As of December 31, 2023, there was $5.6 million of total unrecognized compensation cost related to unvested RSAs to be recognized over a weighted-average period of 1.7 years. Performance-Based Share Awards The Company maintains a LTIP for certain officers, which meets the criteria for equity-based accounting. For each award, threshold (50% of target), target (100% of target) and stretch (150% of target) opportunities are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain goals that were established at the onset of the performance period and cannot be altered subsequently. Shares of common stock are issued on the grant date and held as unvested stock awards until the end of the performance period. Shares are issued at the stretch opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period. Compensation expense on PSAs is based upon the fair value of the shares on the date of the grant for the expected aggregate share payout as of the period end. As of December 31, 2023 and 2022, 195,066 shares and 60,755 shares have been granted, respectively. The following table presents a summary of activity related to the PSAs granted, and changes during the period then ended: Maximum aggregate share payout at January 1, 2023 Shares granted Shares forfeited Maximum aggregate share payout at December 31, 2023 Minimum aggregate share payout Expected aggregate share payout Information related to PSAs during each period is as follows: (In thousands) Compensation (benefit) expense recognized Income tax expense recognized on vesting of PSAs Weighted- Average Grant-Date Fair Value Number of Shares 95,831 195,066 (60,987) 229,910 — 210,820 $ $ $ 30.35 17.69 25.21 20.97 — 20.21 Year Ended December 31, 2022 2023 2021 $ $ 635 — $ 760 193 154 — As of December 31, 2023, there was $2.7 million of total unrecognized compensation cost related to unvested PSAs based on the expected aggregate share payout to be recognized over a weighted-average period of 2.3 years. 95 21. EARNINGS PER SHARE Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted- average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if "in the money" stock options were exercised and converted into common stock, and prior to 2021, if all likely aggregate PSAs were issued. In determining the weighted average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested RSA shares are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. Unvested RSA and PSA shares not yet awarded are recognized as a special class of participating securities under ASC 260, and are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. The following is a reconciliation of the numerators and denominators of basic and diluted EPS for the periods presented: (In thousands except share and per share amounts) Net income available to common stockholders Less: Dividends paid and earnings allocated to participating securities Income attributable to common stock Weighted-average common shares outstanding, including participating securities Less: weighted-average participating securities Weighted-average common shares outstanding Basic EPS Income attributable to common stock Weighted-average common shares outstanding Weighted-average common equivalent shares outstanding Weighted-average common and equivalent shares outstanding Diluted EPS $ $ $ $ $ 2021 $ $ 2023 Year Ended December 31, 2022 145,270 (1,688) 143,582 38,985,314 (446,480) 38,538,834 3.73 88,808 (1,240) 87,568 38,754,346 (566,869) 38,187,477 2.29 $ $ $ $ 96,710 (1,215) 95,495 39,327,959 (425,533) 38,902,426 2.45 87,568 38,187,477 — 38,187,477 2.29 $ $ 143,582 38,538,834 — 38,538,834 3.73 $ $ 95,495 38,902,426 611 38,903,037 2.45 Common and equivalent shares resulting from the dilutive effect of "in-the-money" outstanding stock options are calculated based upon the excess of the average market value of the common stock over the exercise price of outstanding in-the-money stock options during the period. There were 69,479, 134,447 and 167,053 weighted-average stock options outstanding for the years ended December 31, 2023, 2022 and 2021, respectively, which were not considered in the calculation of diluted EPS since their exercise prices exceeded the average market price during the period. 22. PREFERRED STOCK On February 5, 2020, Legacy Dime completed an underwritten public offering of 2,999,200 shares, or $75.0 million in aggregate liquidation preference, of its 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Legacy Dime Preferred Stock”). The net proceeds received from the issuance of preferred stock at the time of closing were $72.2 million. On June 10, 2020, Legacy Dime completed an underwritten public offering, a reopening of the February 5, 2020 original issuance, of 2,300,000 shares, or $57.5 million in aggregate liquidation preference, of the Legacy Dime Preferred Stock. The net proceeds received from the issuance of preferred stock at the time of closing were $44.3 million. At the Effective Time of the Merger, each outstanding share of the Legacy Dime Preferred Stock was converted into the right to receive one share of a newly created series of the Company’s preferred stock having the same powers, preferences and rights as the Legacy Dime Preferred Stock. The Company expects to pay dividends when, as, and if declared by its board of directors, at a fixed rate of 5.50% per annum, payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The Preferred Stock is perpetual and has no stated maturity. The Company may redeem the Preferred Stock at its option at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), subject to regulatory approval, on or after June 15, 2025 or within 90 days following a regulatory capital treatment event, as described in the prospectus supplement and accompanying prospectus relating to the offering. 96 23. COMMITMENTS AND CONTINGENCIES Loan Commitments and Lines of Credit The contractual amounts of financial instruments with off-balance sheet risk were as follows: Year Ended December 31, 2023 2022 (In thousands) Available lines of credit Other loan commitments Stand-by letters of credit Fixed Rate Variable Rate Fixed Rate Variable Rate 996,029 120,899 355 $ 114,880 7,190 38,095 1,072,471 89,855 — 73,929 150,663 27,020 $ $ $ At December 31, 2023 and 2022, the Bank had outstanding firm loan commitments that were accepted by borrowers that aggregated to $97.0 million and $271.6 million, respectively. Substantially all of the Bank’s commitments expire within three months of their acceptance by the prospective borrowers. The credit risk associated with these commitments is based on the loan type which is comprised of multifamily residential, residential mixed-use, CRE, commercial mixed-use, C&I, and one-to-four family residential loans. At December 31, 2023, the Bank had an available line of credit with the FHLBNY equal to its excess borrowing capacity. At December 31, 2023, this amount approximated $1.19 billion. During the year ended December 31, 2017, the Bank completed a securitization of $280.2 million of its multifamily loans through a FHLMC sponsored “Q-deal” securitization completed in December 2017. With respect to the securitization transaction, the Company also has continuing involvement through a reimbursement agreement executed with Freddie Mac. To the extent the ultimate resolution of defaulted loans results in contractual principal and interest payments that are deficient, the Company is obligated to reimburse FHLMC for such amounts, not to exceed 10% of the original principal amount of the loans comprising the securitization pool at the closing date. Litigation The Company is subject to certain pending and threatened legal actions which arise out of the normal course of business. Litigation is inherently unpredictable, particularly in proceedings where claimants seek substantial or indeterminate damages, or which are in their early stages. The Company cannot predict with certainty the actual loss or range of loss related to such legal proceedings, the manner in which they will be resolved, the timing of final resolution or the ultimate settlement. Consequently, the Company cannot estimate losses or ranges of losses related to such legal matters, even in instances where it is reasonably possible that a loss will be incurred. In the opinion of management, after consultation with counsel, the resolution of all ongoing legal proceedings will not have a material adverse effect on the consolidated financial condition or results of operations of the Company. The Company accounts for potential losses related to litigation in accordance with GAAP. 24. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: Level 1 Inputs – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date. Level 2 Inputs – Significant other observable inputs such as any of the following: (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active, (3) inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates), or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). 97 Level 3 Inputs – Significant unobservable inputs for the asset or liability. Significant unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Significant unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Assets and Liabilities Measured at Fair Value on a Recurring Basis Securities The Company’s available-for-sale securities are reported at fair value, which were determined utilizing prices obtained from independent parties. The valuations obtained are based upon market data, and often utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (obtained only from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Prioritization of inputs may vary on any given day based on market conditions. All MBS, CMOs, treasury securities, and agency notes are guaranteed either implicitly or explicitly by GSEs as of December 31, 2023 and December 31, 2022. In accordance with the Company’s investment policy, corporate securities are rated "investment grade" at the time of purchase and the financials of the issuers are reviewed quarterly. Obtaining market values as of December 31, 2023 and December 31, 2022 for these securities utilizing significant observable inputs was not difficult due to their liquid nature. Derivatives Derivatives represent interest rate swaps and estimated fair values are based on valuation models using observable market data as of the measurement date. The following tables present financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair Value Measurements at December 31, 2023 Using Level 2 Inputs Level 3 Inputs Level 1 Inputs $ — $ — — — — — — — — — 9,371 234,190 151,170 205,285 259,415 26,809 7,461 114,671 6,594 114,671 — — — — — — — — — — (In thousands) Financial Assets: Securities available-for-sale: Agency notes Treasury securities Corporate securities Pass-through MBS issued by GSEs Agency CMOs State and municipal obligations Derivative – cash flow hedges Derivative – freestanding derivatives, net Financial Liabilities: Derivative – fair value hedges Derivative – freestanding derivatives, net Total $ $ 9,371 234,190 151,170 205,285 259,415 26,809 7,461 114,671 6,594 114,671 98 (In thousands) Financial Assets: Securities available-for-sale: Treasury securities Corporate securities Pass-through MBS issued by GSEs Agency CMOs State and municipal obligations Derivative – cash flow hedges Derivative – freestanding derivatives, net Financial Liabilities: Derivative – freestanding derivatives, net Fair Value Measurements at December 31, 2022 Using Level 2 Inputs Level 3 Inputs Level 1 Inputs Total $ $ 227,256 166,773 241,240 281,339 33,979 17,150 137,335 $ — $ 227,256 166,773 — 241,240 — 281,339 — 33,979 — 17,150 — 137,335 — 137,335 — 137,335 — — — — — — — — Assets Measured at Fair Value on a Non-recurring Basis Certain financial assets are measured at fair value on a nonrecurring basis. That is, they are subject to fair value adjustments in certain circumstances. Financial assets measured at fair value on a non-recurring basis include certain individually evaluated loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. (In thousands) Individually evaluated loans (In thousands) Individually evaluated loans December 31, 2023 Fair Value Measurements Using: Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value $ 6,336 $ — $ — $ 6,336 December 31, 2022 Fair Value Measurements Using: Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value $ 1,179 $ — $ — $ 1,179 Individually evaluated loans with an allowance for credit losses at December 31, 2023 had a carrying amount of $6.3 million, which is made up of the outstanding balance of $7.3 million, net of a valuation allowance of $1.0 million. Collateral dependent individually analyzed loans as of December 31, 2023 resulted in a credit loss recovery of $371 thousand, which is included in the amounts reported in the consolidated statements of operations for the year ended December 31, 2023. Individually evaluated loans with an allowance for credit losses at December 31, 2022 had a carrying amount of $1.2 million, which is made up of the outstanding balance of $2.5 million, net of a valuation allowance of $1.3 million. Collateral dependent individually analyzed loans as of December 31, 2022 resulted in a credit loss provision of $0.7 million, which is included in the amounts reported in the consolidated statements of operations for the year ended December 31, 2022. 99 Financial Instruments Not Measured at Fair Value The following tables present the carrying amounts and estimated fair values of financial instruments other than those measured at fair value on either a recurring or nonrecurring basis for the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair Value Measurements at December 31, 2023 Using Carrying Amount Level 1 Inputs Level 2 Inputs Level 3 Inputs Total $ 457,547 594,639 10,695,349 55,666 $ 457,547 — — — 8,922,972 1,607,683 1,313,000 200,196 17,298 8,922,972 — — — — $ — $ 516,930 — 6,593 — 1,602,087 1,312,940 160,696 17,298 — $ — 10,305,026 49,073 457,547 516,930 10,305,026 55,666 — — — — — 8,922,972 1,602,087 1,312,940 160,696 17,298 Fair Value Measurements at December 31, 2022 Using Carrying Amount Level 1 Inputs Level 2 Inputs Level 3 Inputs Total $ 169,297 585,798 10,482,145 48,561 $ 169,297 — — — 9,139,043 1,115,364 1,131,000 200,283 1,360 5,323 9,139,043 — — — 1,360 — $ — $ 505,759 — 6,105 — 1,096,808 1,131,217 180,583 — 5,323 — $ — 10,005,121 42,456 169,297 505,759 10,005,121 48,561 — — — — — — 9,139,043 1,096,808 1,131,217 180,583 1,360 5,323 (In thousands) Financial Assets: Cash and due from banks Securities held-to-maturity Loans held for investment, net Accrued interest receivable Financial Liabilities: Savings, money market and checking accounts (1) CDs FHLBNY advances Subordinated debt, net Accrued interest payable (1) Includes mortgage escrow deposits. (In thousands) Financial Assets: Cash and due from banks Securities held-to-maturity Loans held for investment, net Accrued interest receivable Financial Liabilities: Savings, money market and checking accounts (1) CDs FHLBNY advances Subordinated debt, net Other short-term borrowings Accrued interest payable (1) Includes mortgage escrow deposits. 25. REGULATORY CAPITAL MATTERS The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital requirements that involve quantitative measures of the Company’s and Bank’s assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications also are subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total, tier 1, and common equity tier 1 capital to risk-weighted assets and of tier 1 capital to average assets. Tier 1 capital, risk-weighted assets and average assets are as defined by regulation. The required minimums for the Company and Bank are set forth in the tables that follow. The Company and the Bank met all capital adequacy requirements at December 31, 2023 and 2022. 100 Under the Basel III Capital Rules the Company and the Bank are subject to the following minimum capital to risk-weighted assets ratios: a) 4.5% based on common equity tier 1 capital ("CET1"); b) 6.0% based on tier 1 capital; and c) 8.0% based on total regulatory capital. A minimum leverage ratio (tier 1 capital as a percentage of total average assets) of 4.0% is also required under the Basel III Capital Rules. The Basel III Capital Rules additionally require institutions to retain a capital conservation buffer, composed of CET1, of 2.5% above these required minimum capital ratio levels. Including the capital conservation buffer, the Company and the Bank effectively have the following minimum capital to risk-weighted assets ratios: a) 7.0% based on CET1; b) 8.5% based on tier 1 capital; and c) 10.5% based on total regulatory capital. The Company and the Bank made the one-time, permanent election to continue to exclude the effects of accumulated other comprehensive income or loss items included in stockholders’ equity for the purposes of determining the regulatory capital ratios. As of December 31, 2023, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, tier 1 risk-based, common equity tier 1 risk-based, and tier 1 leverage ratios as set forth in the tables below. Since that notification, there are no conditions or events that management believes have changed the institution’s category. The following tables present actual capital levels and minimum required levels for the Company and the Bank under Basel III rules at December 31, 2023 and 2022: (Dollars in thousands) Tier 1 capital / % of average total assets Bank Consolidated Company Common equity Tier 1 capital / % of risk-weighted assets Bank Consolidated Company Tier 1 capital / % of risk-weighted assets Bank Consolidated Company Total capital / % of risk-weighted assets Bank Consolidated Company (1) In accordance with the Basel III rules. (Dollars in thousands) Tier 1 capital / % of average total assets Bank Consolidated Company Common equity Tier 1 capital / % of risk-weighted assets Bank Consolidated Company Tier 1 capital / % of risk-weighted assets Bank Consolidated Company Total capital / % of risk-weighted assets Bank Consolidated Company (1) In accordance with the Basel III rules. Actual At December 31, 2023 For Capital Adequacy Purposes(1) Minimum To Be Categorized as “Well Capitalized”(1) Minimum Amount Ratio Amount Ratio Amount Ratio $ 1,331,676 1,158,455 9.8 % $ 544,254 544,529 8.5 4.0 % $ 680,318 N/A 4.0 5.0 % N/A 1,331,676 1,041,886 1,331,676 1,158,455 1,406,581 1,433,361 12.6 9.8 12.6 10.9 13.3 13.5 476,168 476,341 634,890 635,122 846,520 846,829 4.5 4.5 6.0 6.0 8.0 8.0 687,798 N/A 846,520 N/A 1,058,151 N/A 6.5 N/A 8.0 N/A 10.0 N/A Actual At December 31, 2022 For Capital Adequacy Purposes(1) Minimum To Be Categorized as “Well Capitalized”(1) Minimum Amount Ratio Amount Ratio Amount Ratio $ 1,286,656 1,103,498 10.0 % $ 517,606 517,914 8.5 4.0 % $ 647,008 N/A 4.0 5.0 % N/A 1,286,656 986,928 1,286,656 1,103,498 1,373,431 1,390,272 11.9 9.2 11.9 10.2 12.7 12.9 485,062 485,243 646,749 646,990 862,332 862,654 4.5 4.5 6.0 6.0 8.0 8.0 700,645 N/A 862,332 N/A 1,077,915 N/A 6.5 N/A 8.0 N/A 10.0 N/A 101 26. CONDENSED HOLDING COMPANY ONLY FINANCIAL STATEMENTS The following statements of financial condition as of December 31, 2023 and 2022, and the related statements of operations and cash flows for the years ended December 31, 2023, 2022 and 2021, reflect the Holding Company’s investment in its wholly-owned subsidiary, the Bank, using, as deemed appropriate, the equity method of accounting: DIME COMMUNITY BANCSHARES, INC. CONDENSED STATEMENTS OF FINANCIAL CONDITION (In thousands) ASSETS: Cash and due from banks Securities available-for-sale, at fair value Investment in subsidiaries Other assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY: Subordinated debt, net Other liabilities Stockholders’ equity Total liabilities and stockholders’ equity December 31, 2023 2022 $ 35,114 2,693 1,395,526 4,401 $ 1,437,734 $ 25,009 2,489 1,348,962 4,389 $ 1,380,849 $ 200,196 11,313 1,226,225 $ 1,437,734 $ 200,283 10,983 1,169,583 $ 1,380,849 DIME COMMUNITY BANCSHARES, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (1) (In thousands) Net interest loss Dividends received from Bank Non-interest income Non-interest expense Income before income taxes and equity in undistributed earnings of direct subsidiaries Income tax credit Income before equity in undistributed earnings of direct subsidiaries Equity in undistributed earnings of subsidiaries Net income $ $ 2023 $ $ 2021 Year Ended December 31, 2022 (10,394) 95,000 — (1,720) 82,886 4,001 86,887 65,669 $ 152,556 (9,942) 60,000 — (1,066) 48,992 7,822 56,814 39,280 96,094 (8,427) 20,000 136 (4,361) 7,348 4,051 11,399 92,597 $ 103,996 (1) Comprehensive income for the Holding Company approximated comprehensive income for the consolidated Company during the years ended December 31, 2023, 2022 and 2021. 102 DIME COMMUNITY BANCSHARES, INC. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of direct subsidiaries Net gain on marketable equity securities Net accretion Loss on extinguishment of debt (Increase) decrease in other assets (Decrease) increase in other liabilities Net cash provided by operating activities Cash flows from investing activities: Proceeds sales of marketable equity securities Purchases of securities available-for-sale Net cash received in business combination Net cash provided by investing activities Cash flows from financing activities: Proceeds from subordinated debentures issuance, net Redemption of subordinated debentures Proceeds from exercise of stock options Release of stock for benefit plan awards Payments related to tax withholding for equity awards BMP ESOP shares received to satisfy distribution of retirement benefits Treasury shares repurchased Cash dividends paid to preferred stockholders Cash dividends paid to common stockholders Net cash used in financing activities Year Ended December 31, 2022 2023 2021 $ 96,094 $ 152,556 $ 103,996 (39,280) — (87) — (62) (931) 55,734 — — — — — — — 1,164 (1,258) — (947) (7,286) (37,302) (45,629) (65,669) — (111) 740 (104) (1,096) 86,316 — — — — 157,559 (155,000) — 1,167 (1,558) — (46,762) (7,286) (36,791) (88,671) (92,597) (131) (157) — 761 269 12,141 6,101 (3,000) 11,545 14,646 — — 431 1,153 (111) (993) (59,280) (7,286) (39,351) (105,437) Net increase (decrease) in cash and due from banks Cash and due from banks, beginning of period Cash and due from banks, end of period 10,105 25,009 35,114 $ (2,355) 27,364 25,009 (78,650) 106,014 27,364 $ $ 103 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Disclosure Controls and Procedures An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2023. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the annual report. Report by Management on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining an effective system of internal control over financial reporting. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and circumvention or overriding of controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the Company’s internal control over financial reporting as of December 31, 2023. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2023, the Company maintained effective internal control over financial reporting based on those criteria. The Company’s independent registered public accounting firm that audited the financial statements that are included in this annual report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting. The attestation report of Crowe LLP appears on page 104. Changes in Internal Control Over Financial Reporting There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 104 Item 10. Directors, Executive Officers and Corporate Governance PART III The information regarding Directors, Executive Officers and Corporate Governance will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 23, 2024 and is incorporated herein by reference thereto. Item 11. Executive Compensation The information regarding Executive Compensation will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 23, 2024 and is incorporated herein by reference thereto. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 23, 2024 and is incorporated herein by reference thereto. Set forth below is certain information as of December 31, 2023, regarding the Company’s equity compensation plans that have been approved by stockholders. The Company does not have any equity compensation plans that have not been approved by stockholders. Equity compensation plan approved by stockholders 2012 Equity Incentive Plan 2019 Equity Incentive Plan 2021 Equity Incentive Plan Employee Stock Purchase Plan Total Number of securities to be issued upon exercise of outstanding options and awards Weighted average exercise price with respect to outstanding stock options 16,934 10,061 — — 26,995 $ 35.70 34.87 — — $ 35.39 Number of securities remaining available for issuance under the plan — — 638,799 941,669 1,580,468 Item 13. Certain Relationships and Related Transactions, and Director Independence The information regarding Certain Relationships and Related Transactions and Director Independence will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 23, 2024 and is incorporated herein by reference thereto. Item 14. Principal Accounting Fees and Services The information regarding the Company’s independent registered public accounting firm’s fees and services will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 23, 2024 and is incorporated herein by reference thereto. 105 Item 15. Exhibits and Financial Statement Schedules PART IV (a) The following consolidated financial statements, including notes thereto, and financial schedules of the Company, required in response to this item are included in Part II, Item 8, “Financial Statements and Supplementary Data.” 1. Financial Statements Consolidated Statements of Financial Condition Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 173) 2. Financial Statement Schedules Page No. 45 46 47 48 49 51 107 Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto in Part II, Item 8, “Financial Statements and Supplementary Data.” 3. Exhibits See Exhibit Index on page 110 106 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and the Board of Directors of Dime Community Bancshares, Inc. and Subsidiaries Hauppauge, New York Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial condition of Dime Community Bancshares, Inc. and Subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report by Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management 107 and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses for Loans – Qualitative Factors As described in Notes 1 and 5 to the financial statements, the Company estimates expected credit losses for its financial assets carried at amortized cost utilizing the current expected credit loss (“CECL”) methodology. In determining the allowance for credit losses (“ACL”) related to loans that are collectively evaluated, expected credit losses are determined by calculating a loss percentage by loan segment, or pool. Management estimates the allowance for credit losses on each loan pool using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historically observed credit loss experience of peer banks within the Company’s geography, adjusted for prepayment and curtailment assumptions as well as reasonable and supportable forecasts, provide the basis for the estimation of quantitatively modeled expected credit losses on similar loan pools. The quantitative results of the modeling are then adjusted using qualitative factors. These factors include: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due loans; (6) the quality of the loan review system; (7) the value of underlying collateral for collateralized loans; (8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (9) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio. A significant amount of management judgment is required to assess the reasonableness of the qualitative factors. The qualitative factors contribute to the determination of the ACL related to loans that share similar risk characteristics. We identified the assessment of qualitative factors as a critical audit matter because auditing management’s estimate required especially subjective auditor judgment. 108 The primary procedures we performed to address this critical audit matter were comprised of testing management’s process and controls related to the determination of qualitative factor adjustments, which included (i) testing the design and operating effectiveness of controls over the review and approval of qualitative factors, including significant assumptions and judgments made in those determinations, (ii) testing the relevance and reliability of data used as the basis for qualitative factors, and (iii) evaluating the reasonableness of management’s judgments and significant assumptions used in the assessment of qualitative factors, including determining that they are calculated to conform with management’s policies. Crowe LLP We have served as the Company’s auditor since 2009. New York, New York February 22, 2024 109 Exhibit Number Description of Exhibit 3.1 3.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed February 2, 2021 (SEC File No. 001- 34096)) Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed December 21, 2023 (SEC File No. 001-34096)) Description of the Registrant’s Securities Indenture, dated as of September 21, 2015, by and between the Registrant, as Issuer, and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K, filed on September 21, 2015 (SEC File No. 001-34096)) First Supplemental Indenture, dated as of September 21, 2015, by and between the Registrant and Wilmington Trust, National Association, as Trustee, including the form of the 5.25% fixed-to-floating rate subordinated debentures due 2025 attached as Exhibit A thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K, filed September 21, 2015 (SEC File No. 001-34096)) Second Supplemental Indenture, dated as of September 21, 2015, by and between the Registrant and Wilmington Trust, National Association, as Trustee, including the form of the 5.75% fixed-to-floating rate subordinated debentures due 2030 attached as Exhibit A thereto (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 8-K, filed September 21, 2015 (SEC File No. 001-34096)) Indenture, dated as of June 13, 2017, by and between Dime Community Bancshares, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Dime Community Bancshares, Inc.’s Form 8-K, filed on June 13, 2017 (SEC File No. 000-27782)) First Supplemental Indenture, dated as of June 13, 2017, by and between Dime Community Bancshares, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee, including the form of the 4.50% fixed-to-floating rate subordinated debentures due 2027 attached as Exhibit A thereto (incorporated by reference to Exhibit 4.2 to Dime Community Bancshares, Inc.’s Form 8-K, filed on June 13, 2017 (SEC File No. 000- 27782)) Second Supplemental Indenture, dated as of February 1, 2021, by and between the Registrant and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 8-K, filed February 1, 2021 (SEC File No. 000-27782)) Indenture, dated May 6, 2022, between the Registrant and Wilmington Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K, filed May 6, 2022 (SEC File No. 001-34096)) First Supplemental Indenture, May 6, 2022, between the Registrant and Wilmington Trust National Association, as Trustee, including the form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K, filed May 6, 2022 (SEC File No. 001-34096)) 110 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10 10.9 10.10 10.11 10.12 10.13 21.1 23.1 Form of Employment Agreement entered into with Stuart H. Lubow, Avinash Reddy and Conrad J. Gunther (incorporated by reference to Exhibit 10.4 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-4, filed October 15, 2020 (File No. 333-248787)) Form of Amendment to Employment Agreement entered into with Stuart H. Lubow, Avinash Reddy and Conrad J. Gunther (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed June 28, 2021 (File No. 001-34096)) Second Amendment to Employment Agreement entered into with Stuart H. Lubow (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8- K, filed December 23, 2021 (File No. 001-34096)) Change in Control Employment Agreement between Dime Community Bancshares, Inc. and Patricia M. Schaubeck (incorporated by reference to Exhibit 10.4 to Registrant’s Annual Report on Form 10-K, filed February 28, 2023 (File No. 001-34096)) Amendments One and Two to the Change in Control Employment Agreement between Dime Community Bancshares, Inc. and Patricia M. Schaubeck (incorporated by reference 10.5 to Registrant’s Annual Report on Form 10-K, filed February 28, 2023 (File No. 001- 34096)) Form of Retention and Award Agreement entered into with Stuart H. Lubow, Avinash Reddy and Conrad J. Gunther (incorporated by reference to Exhibit 10.5 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-4, filed October 15, 2020 (File No. 333-248787)) Form of Defense of Tax Position Agreement entered into with Kenneth J. Mahon, Stuart H. Lubow, Avinash Reddy and Conrad J. Gunther (incorporated by reference to Exhibit 10.6 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-4, filed October 15, 2020 (File No. 333-248787)) Executive Chairman and Separation Agreement entered into with Kenneth J. Mahon (incorporated by reference to Exhibit 10.7 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-4, filed October 15, 2020 (File No. 333- 248787)) Dime Community Bank Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed November 2, 2021 (File No. 001-34096)) Amendment One to the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K, filed February 28, 2023 (File No. 001-34096)) Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement, File No. 001-34096, filed April 16, 2021) Dime Community Bancshares, Inc. 2019 Equity Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement, File No. 001-34096, filed April 1, 2019) Employee Stock Purchase Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement, filed April 2, 2018 (SEC File No. 001-34096)) Subsidiaries of Registrant Consent of Independent Registered Public Accounting Firm 111 31.1 31.2 32.1 97 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350 Dime Community Bancshares, Inc. Clawback Policy 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document 104 Cover page to this Annual Report on Form 10-K, formatted in Inline XBRL Item 16. Form 10-K Summary Not applicable. 112 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES February 22, 2024 February 22, 2024 DIME COMMUNITY BANCSHARES, INC. Registrant /s/ Stuart H. Lubow Stuart H. Lubow President and Chief Executive Officer /s/ Avinash Reddy Avinash Reddy Senior Executive Vice President, Chief Financial Officer and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated. February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 February 22, 2024 Director Director Director Director Director Director Director Director Director Director Director Director /s/ Kenneth J. Mahon Kenneth J. Mahon /s/ Paul M. Aguggia Paul M. Aguggia /s/ Rosemarie Chen Rosemarie Chen /s/ Michael P. Devine Michael P. Devine /s/ Judith H. Germano Judith H. Germano /s/ Matthew A. Lindenbaum Matthew A. Lindenbaum /s/ Stuart H. Lubow Stuart H. Lubow /s/ Albert E. McCoy, Jr. Albert E. McCoy, Jr. /s/ Raymond A. Nielsen Raymond A. Nielsen /s/ Joseph J. Perry Joseph J. Perry /s/ Kevin Stein Kevin Stein /s/ Dennis A. Suskind Dennis A. Suskind 113 [(cid:100)(cid:346)(cid:349)(cid:400)(cid:3)(cid:393)(cid:258)(cid:336)(cid:286)(cid:3)(cid:349)(cid:374)(cid:410)(cid:286)(cid:374)(cid:415)(cid:381)(cid:374)(cid:258)(cid:367)(cid:367)(cid:455)(cid:3)(cid:367)(cid:286)(cid:332)(cid:3)(cid:271)(cid:367)(cid:258)(cid:374)(cid:364)] Fellow Shareholders: Our vision at Dime Community Bank is to become the premier community commercial bank from Montauk to Manhattan, by partnering and building trusted relationships with our colleagues and customers and providing solutions for their financial success. Our customers value our local decisioning, and our single point of contact approach, matched with best-in- class technology. They also value Dime’s long history of financial strength. Since opening our doors in 1864, Dime has endured the great depression, two world wars, the financial crisis of 2008, and a global pandemic. At each point, Dime has leaned into the communities we serve to support their needs and provided a safe harbor during these times. 2023 in Review 2023 was marked by the failure of several regional banks. While these events shook the confidence of banking customers nationwide, Dime stood firm. As a result of our strong balance sheet, which is supported by over $1.0 Billion in Tier 1 capital, we grew both loans and deposits in 2023. We took our Private and Commercial Bank operations to the next level and seized the opportunity to hire several productive banking teams. Importantly, we made numerous enhancements to our systems and processes and created a best-in-class customer experience. I would like to thank all our employees for this bank-wide initiative, which will serve us well in the years ahead. The initial results of the expansion of the Private and Commercial Bank are well documented. Dime’s Private and Commercial Bank booked over $500 Million of low-cost deposits in less than twelve months. As we continue to execute on our growth plan, we expect to remain active on the recruitment front. Customer Focused and Community Driven in 2024 As we continue our journey of recruitment and growth, we have also focused on diversifying our balance sheet with the addition of a new Healthcare lending vertical. We believe we have state-of-the-art and customer centric technology: some examples include Dime Escrow Express for Law Firms & Title Companies, Positive Pay for Fraud Prevention, and Smart Safe Remote Deposit with next-day credit for specialized industries. Our commitment to the communities we serve remains just as strong as our commitment to growth. Our 60 branch locations, now including Staten Island, remain as foundational pillars of strength and stability in our communities; our branch network is a valuable source of low-cost, granular deposits. We have not slowed down after receiving an “Outstanding” rating for our efforts pertaining to the Community Reinvestment Act of 1977. In fact, in classic Dime fashion, we have leaned in to work harder. We now have over 200 employee volunteers for community efforts. This is a testament to our dedicated employees. In closing, we are steadfast in our commitment to become the premier community commercial bank, from Montauk to Manhattan and delivering value for our shareholders, customers, and communities alike. Sincerely, $11.3 $11.9 $12.1 $13.2 $13.6 $9 Stuart H. Lubow President & Chief Executive Officer 2019 2020 2021 2022 2023 5-Year Total Asset Trend $ in Billions1 $11.3 $11.9 $12.1 $13.2 $13.6 5-Year Deposit & Loan Trend $10.5 $10.5 $10.5 $10.3 $10.7 $10.0 $9.0 $9.1 $9.2 $8.2 2019 2020 2021 2022 2023 2019 2020 2021 2022 2023 1Totals represent combined historical data for the merged entities as of year-end. Deposits Loans $15 $12 $6 $3 $0 $12 $10 $8 $15 $12 $9 $6 $3 $0 $12 $10 $8 $10.5 $10.5 $10.5 $10.3 $10.7 $10.0 $9.0 $9.1 $9.2 $8.2 2019 2020 2021 2022 2023 15 12 9 6 3 0 60 50 40 30 20 10 0 15 12 9 6 3 0 60 50 40 30 20 10 0 D I M E C O M M U N I T Y B A N C S H A R E S , I N C . CORPORATE INFORMATION Mario Caracappa Executive Vice President, Director of Treasury Management Sales & Service Geraldine L. Harden Executive Vice President, Head of Commercial Loan Service Robert Maichin Executive Vice President, Head of Middle Market James J. Manseau Executive Vice President, Chief Banking Officer Steven Miley Executive Vice President, Chief Marketing Officer William Newham Executive Vice President, Head of Real Estate Lending Christopher Porzelt Executive Vice President, Chief Risk Officer John Romano Executive Vice President, Director of Private Banking Patricia M. Schaubeck Executive Vice President, General Counsel Austin Stonitsch Executive Vice President, Chief Human Resources Officer Brian Teplitz Executive Vice President, Chief Credit Officer Nancy Tomich Executive Vice President, Senior Group Leader BOARD OF DIRECTORS Kenneth J. Mahon Chairman of The Board Paul M. Aguggia Rosemarie Chen Michael P. Devine Judith H. Germano Matthew A. Lindenbaum Stuart H. Lubow Albert E. McCoy, Jr. Raymond A. Nielsen Joseph J. Perry Kevin Stein Dennis A. Suskind EXECUTIVE MANAGEMENT Stuart H. Lubow President & Chief Executive Officer Michael J. Fegan Sr. Executive Vice President, Chief Technology & Operations Officer Conrad J. Gunther Sr. Executive Vice President, Chief Lending Officer Avinash Reddy Sr. Executive Vice President, Chief Financial Officer Jeffrey Barber Executive Vice President, Senior Group Leader Branch Locations INVESTOR RELATIONS Exchange: NASDAQ® Symbol: DCOM Avinash Reddy Sr. Executive Vice President, Chief Financial Officer 898 Veterans Memorial Highway Suite 560 Hauppauge, NY 11788 avinash.reddy@dime.com Shareholders seeking information about the Company may access presentations, press releases and government filings through the Bank’s investor website: investors.dime.com. STOCK TRANSFER AGENT AND REGISTRAR Computershare Investor Services PO Box 505000 Louisville, KY 40233-5000 800.368.5948 computershare.com Shareholders who would like to make changes to the name, address or ownership of their stock, consolidate accounts, eliminate duplicate mailings, or replace lost certificates or dividend checks should contact Computershare. GENERAL COUNSEL Patricia M. Schaubeck Executive Vice President 898 Veterans Memorial Highway Suite 560 Hauppauge, NY 11788 D I M E C O M M U N I T Y B A N C S H A R E S , I N C . 2 0 2 3 A N N U A L R E P O R T 2023 Annual Report DIME COMMUNITY BANCSHARES, INC. 898 Veterans Memorial Highway, Suite 560, Hauppauge, NY 11788 dime.com 2023 

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