Kearny Financial Corp.
Annual Report 2023

Plain-text annual report

L I A E R I L B I T Y . L ONGEVITY. C O M M U N I T Y . 3 2 0 2 T R O P E R L A U N N A A N N UAL REPORT 2023 Dear Fellow Shareholder, Dear Fellow Shareholder, L E T Economy When we started fiscal 2023, the Federal Reserve was in the midst of aggressively increasing interest rates to slow down consumer demand and mute job growth as well as the associated wage pressure. This resulted in slower GDP growth, and more importantly, the hopes of orchestrating a soft landing for the U.S. economy. Historically, monetary policy takes time to influence the economy, and in this post- pandemic environment the effects are more difficult to measure. We did see a few sectors including manufacturing, real estate and technology experience economic slowdown. Successive moves resulted in a 550 basis point fed funds rate and the inversion of the yield curve. While sectors of the economy decelerated, core inflation remained too high from the Federal Reserve’s perspective. As a result, the Federal Reserve continued to raise rates incrementally with the expectation that future economic data might reflect the possibility that inflation might decelerate. To add to the economic uncertainty, the financial services industry experienced an unintended consequence because of the liquidity pressure created by the Federal Reserve’s aggressive monetary policy and the failure of three large regional financial institutions. The postmortem performed by the regulatory agencies on these institutions exposed large deposit The Fairleigh Dickinson University (FDU) Florham Campus athletic program has received a $25,000 contribution from Kearny Bank. The funds, provided to the Madison, NJ-based university through the KearnyBank Foundation’s education category of corporate giving, will be directed toward renovation of Ferguson Recreation Center. T E R T O S H A REHOLDERS concentrations in speculative industries, and an over-reliance on uninsured deposits, as well as volatile funding and inadequate risk management monitoring and planning. The industry as a whole felt the reverberations with many regional institutions feeling the greatest effects, followed by community banks. We were fortunate during this period — our staff worked diligently, reaching out to our clients to assure them that we were not involved in any of these speculative activities and did not have exposure to industries that created higher levels of risk, as these risks were conservatively quantified by the Kearny management team. For over 139 years, our philosophy remains focused on strength and stability with a fortress-like balance sheet supported by capital ratios that exceed the “Well Capitalized” classification according to regulatory guidelines, as well as a seasoned risk management team with years of experience. We had the foresight several years ago to adopt a deposit product that provides extended FDIC Insurance coverage to handle the most challenging financial conditions. Looking out over the horizon, we anticipate that the U.S. and global economies may experience some form of a slowdown followed by some monetary policy easing over the next 12 to 24 months, as inflation begins to get closer to more normalized pre-pandemic levels — although it is always difficult to predict the economic future. Financial Performance In an effort to mitigate these challenging conditions, we completed a restructuring of the company’s investment portfolio and added over $1 billion of derivative notional assets. Additionally, we made a number of targeted adjustments to our wholesale balance sheet to reduce risk and support future earnings. In conjunction with this balance sheet restructuring project, management embarked on a company-wide operating efficiency initiative to improve the company’s cost structure through cost-reduction and cost- containment. These initiatives included the optimization and reduction of vendor spending, the automation or outsourcing of routine activities and the re-alignment of the company’s workforce. The result was an improvement in our non-interest expense to average assets ratio to 1.53% during fiscal 2023 from 1.73% of average assets during year-end fiscal 2022. Despite these efforts, the company earned net income of $40.8 million, or $0.63 per share for fiscal 2023, compared to $67.5 million, or $0.95 per share for fiscal 2022. Overall, it was a challenging operating environment with the inverted yield curve creating many obstacles from a lending and funding perspective. There were a few bright spots to note during fiscal 2023, as our investment services business turned a small profit of $242,000. It also helped support our relationship banking effort by growing additional non- maturity deposits. Our private client group had another strong year, reaching the $217 million mark with 489 clients despite the added pressure created by the March 2023 bank failures within the regional banking space. As a part of our ongoing capital management plan, we purchased 2,820,398 Technology/Workflow/Efficiency During fiscal 2023, we refocused our technology expansion efforts towards process improvement and workflow automation, utilizing tools such as robotic process automation. Utilizing these tools, our IT/Innovation teams worked with different business lines to identify manually intensive processes that, once automated, would result in improved workflow and greater efficiencies. For example, our loan servicing department worked collaboratively with these two teams during a pilot program to automate manual portions of their daily tasks. This resulted in improved processing time along with a reduction in workforce hours and, not surprisingly, improvements in client service response time. Additionally, our Anti-Money Laundering team utilized similar tools during their pilot program to automate a portion of their client case development process, which tends to be labor-intensive. Each of the pilot programs created improved efficiency to support our growth plans while limiting the number of additional headcount in these and potentially other areas. Turning toward loan originations, we completed the implementation of our commercial loan origination system as well as the implementation shares of our common stock at a cost of $27.4 million or $9.73 per diluted share during this fiscal year. Finally, our special Kearny Bank donated $5,000 in support of Beach Sweeps, while employee volunteers — including those representing some of the bank’s 13 Jersey Shore-area locations — participated in the cleanup at Sandy Hook. assets team worked diligently this year, as the balance of our non-performing assets decreased by $36.6 million or 39.7% to $55.6 million, or 0.69% of total assets from $92.2 million, or 1.19% of total assets in fiscal year 2022. This was accomplished while maintaining an average annualized charge-off ratio of 0.01% for fiscal 2023 as compared to 0.07% for fiscal 2022. Historically, we have maintained a charge-off ratio of approximately 3 basis points on average over the last five years, which is one of the lowest ratios in the community bank sector. of our new construction loan management platform. The implementation of both of these platforms has moved us into the digital age and improved the workflow and processing times in these growing business lines. Lastly, we expect to launch our new online banking platform in mid-October of this coming fiscal year. I spent the last few weeks beta testing it with our digital banking and innovation teams, and I am confident that this platform will significantly improve our digital capabilities. Community Impact One of the great benefits of being a community bank is that our strategic focus has always included elements of ESG, because they just made good business sense. As a local financial institution, we understand the importance of supporting the community we serve and promoting organizations whose work supports individuals in underserved communities. Our support ensures that these communities have the resources they need to grow and prosper. Some of the ways we accomplish this mission are through grants from the KearnyBank Foundation to local non-profits in our markets to support educational initiatives, housing and other quality-of-life programs. Another example of this support includes the enhancement of our First Time Home Buyer program, which provided over $26 million in loans to families that might not otherwise have had the opportunity to enjoy the American Dream of home ownership. Additionally, the Kearny Bank ChangeMakers program was launched in 2023 with the principles of supporting local women-owned businesses and providing services to help them succeed. As part of this effort, we partnered with Rutgers University to develop a specific curriculum to educate us further on gender socialization and to give us a better understanding of some of the dynamics behind women’s progress in business. This knowledge has helped our program ambassadors develop networking and workshop opportunities with fellow female entrepreneurs, business owners, visionaries and creatives to help these leaders grow and succeed. As I have mentioned in past letters, people are our most valuable resource. They are also the fuel that powers the engine of our business. In 2023, we appointed a Director of Diversity, Equity and Inclusion to help create a more powerful and dynamic employee base. This individual will create and implement strategies to increase the representation and retention of under-represented segments of our workforce by developing programs and partnerships with community groups to enhance the available pool of diverse candidates. Our aim is to ensure that our workforce reflects the communities we serve, that our employees feel valued and that we provide opportunities for them so they can reach their maximum potential. Turning to the environment, we are committed to managing the impact associated with our operations and the risks created by climate change. To better quantify these risks, we conduct an annual climate risk analysis. The analysis reviews the various risks posed to our retail branch network, regional corporate headquarters and loan portfolio as measured by the Federal Emergency Management Agency National Risk Index. Overall, our business continues to be exposed to only low to moderate risk of natural disaster. During 2023, we implemented an energy management system to monitor and reduce energy usage in our regional corporate headquarters. Transitioning to paperless processes utilizing digital technology is another way to help reduce our overall reliance on paper resources. Lastly, the move to more cloud-based technologies to reduce on-premises power consumption by our electronic equipment should continue to evolve over the coming years. Finally, many years ago, we committed to developing strong risk management, audit and compliance practices focused on stress testing capital, liquidity, interest rate risk and credit to help manage our risk exposure and to recalibrate our risk appetite during different business cycles. Closing/Future As a fellow shareholder, I am sure that we share the same disappointment with the economic environment and the overall change in market valuations that occurred in the financial service sector as bank valuations have declined significantly over the last 12 months. These are the times when I am reminded by my predecessor that patience and staying the course in terms of our strategy will ultimately pay off. We have an excellent management team and dedicated employees that have successfully navigated challenging environments before, such as the Dot.com bubble, 2008 Financial Crisis and the Pandemic. When the shape of the yield curve improves, our earnings growth should accelerate, and we will all be rewarded for our patience. In closing, I would like to thank our board of directors, management team, staff and our faithful shareholders for the support and belief in our mission during these challenging times. Sincerely, Craig L. Montanaro Craig L. Montanaro President & CEO President & CEO Kearny Financial Corp. Kearny Financial Corp. Kearny Bank Kearny Bank Kearny Bank employees volunteering for a local Habitat for Humanity chapter. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________________ FORM 10-K ___________________________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2023 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to Commission File Number: 001-37399 ___________________________________________________ KEARNY FINANCIAL CORP. (Exact name of Registrant as specified in its Charter) ___________________________________________________ Maryland (State or Other Jurisdiction of Incorporation or Organization) 120 Passaic Avenue, Fairfield, New Jersey (Address of Principal Executive Offices) 30-0870244 (I.R.S. Employer Identification No.) 07004 (Zip Code) Registrant’s telephone number, including area code: (973) 244-4500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.01 par value Trading Symbol(s) KRNY Name of each exchange on which registered The NASDAQ Stock Market LLC 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. x Yes o No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer x o Accelerated filer Smaller reporting company Emerging growth company o o o 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. o 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 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x 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. o 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). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on December 30, 2022 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $627.7 million. Solely for purposes of this calculation, shares held by directors, executive officers and greater than 10% stockholders are treated as shares held by affiliates. As of August 18, 2023 there were outstanding 65,214,903 shares of the Registrant’s Common Stock. 1. Portions of the definitive Proxy Statement for the Registrant’s 2023 Annual Meeting of Stockholders. (Part III) DOCUMENTS INCORPORATED BY REFERENCE KEARNY FINANCIAL CORP. ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended June 30, 2023 INDEX Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART I 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 Item 1. Item 1A. Item 1B. 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. Exhibits, Financial Statement Schedules Form 10-K Summary SIGNATURES PART IV i Page 2 28 36 36 36 36 37 38 39 51 52 53 53 53 53 54 54 54 55 55 56 58 Item 1. Business Forward-Looking Statements PART I This Annual Report on Form 10-K contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to: • • • • statements of our goals, intentions and expectations; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of the Annual Report on Form 10-K. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: • • • • • • • • • • • • • • • • • • • general economic conditions, either nationally or in our market areas, that are worse than expected; changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; our ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in our market area; our ability to implement changes in our business strategies; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our margins and yields, or reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets; adverse changes in the securities markets; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; our ability to manage market risk, credit risk and operational risk in the current economic conditions; significant increases in our loan losses; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate any assets, liabilities, clients, systems and management personnel we have acquired or may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; changes in consumer demand, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; our ability to retain key employees; technological changes; 2 • • • • • • cyber-attacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information and destroy data or disable our systems; technological changes that may be more difficult or expensive than expected; the ability of third-party providers to perform their obligations to us; the ability of the U.S. Government to manage federal debt limits; changes in the financial condition, results of operations or future prospects of issuers of securities that we own; and other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing products and services described elsewhere in this Annual Report on Form 10-K. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. General Kearny Financial Corp. (the “Company,” or “Kearny Financial”), is a Maryland corporation that is the holding company for Kearny Bank (the “Bank” or “Kearny Bank”), a nonmember New Jersey-chartered savings bank. The Company is a unitary savings and loan holding company, regulated by the Board of Governors of the Federal Reserve Bank (“FRB”) and conducts no significant business or operations of its own. The Bank’s deposits are federally insured by the Deposit Insurance Fund as administered by the Federal Deposit Insurance Corporation (“FDIC”) and the Bank is primarily regulated by the New Jersey Department of Banking and Insurance (“NJDBI”) and, as a nonmember bank, the FDIC. References in this Annual Report on Form 10-K to the Company or Kearny Financial generally refer to the Company and the Bank, unless the context indicates otherwise. References to “we,” “us,” or “our” refer to the Bank or Company, or both, as the context indicates. The Company’s primary business is the ownership and operation of the Bank. The Bank is principally engaged in the business of attracting deposits from the general public and using these deposits, together with other funds, to originate or purchase loans for its portfolio and for sale into the secondary market. Our loan portfolio is primarily comprised of loans collateralized by commercial and residential real estate augmented by secured and unsecured loans to businesses and consumers. We also maintain a portfolio of investment securities, primarily comprised of U.S. agency mortgage-backed securities, obligations of state and political subdivisions, corporate bonds, asset-backed securities and collateralized loan obligations. We operate from our administrative headquarters in Fairfield, New Jersey and other administrative locations throughout the state of New Jersey. As of June 30, 2023, we had 43 branch offices. The Company maintains a website at www.kearnybank.com. We make available through that website, free of charge, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports and proxy materials as soon as is reasonably practicable after the Company electronically files those materials with, or furnishes them to, the Securities and Exchange Commission. You may access these materials by following the links under “Investor Relations” under the “Financial Information” tab at the Company’s website. Information on the Company’s website is not and should not be considered a part of this Annual Report on Form 10-K. 3 Business Strategy We have evolved our business model from that of a traditional thrift into that of a full-service community bank. This evolution has been accomplished by growing our commercial loans and deposits, expanding our product and service offerings, de- novo branching and the acquisition of other financial institutions. During this time, our strategy has been largely focused on profitably deploying capital and enhancing earnings through a variety of balance sheet growth and diversification strategies. The key components of our business strategy are as follows: • Maintain Robust Capital and Liquidity Levels As demonstrated by the June 30, 2023 Tier 1 Leverage ratios of the Company and the Bank of 9.07% and 8.15%, respectively, we currently maintain, and plan to continue to maintain, capital levels in excess of regulatory minimums and internal capital adequacy guidelines. In addition to our robust capital levels, we maintain significant sources of both on- and off-balance sheet liquidity and plan to continue to do so. At June 30, 2023, our liquid assets included $70.5 million of short-term cash and equivalents supplemented by $1.23 billion of investment securities classified as available for sale which can be readily sold or pledged as collateral, if necessary. In addition, we had the capacity to borrow additional funds totaling $990.0 million via unsecured overnight borrowings from other financial institutions and $1.55 billion and $415.0 million from the Federal Home Loan Bank of New York and FRB, respectively, without pledging additional collateral. • Continue Our Technology Transformation Given the ongoing evolution of our business towards digital channels, we have invested significant human resources and capital towards enhancing both our internal and client-facing technology systems. Our ongoing technology transformation will impact nearly every area of the Company including the residential and commercial lending functions, retail deposit gathering, risk management and back office operations. In fiscal 2024, we plan to accelerate our digital strategy, spearheaded by the adoption of a cloud-based, best-in-breed digital banking platform, and continue to serve our clients’ needs in an omnichannel environment while expanding our products and services into new markets in an efficient and cost-effective manner. • Focus on Relationship Banking and Core Deposits We focus on the acquisition and retention of core non-maturity deposit accounts and expanding customer relationships. Our philosophy is to provide superior, personalized service to our clients. In addition, we intend to increase core non- maturity deposit accounts by growing business banking relationships through expanded product lines tailored to meet our target business customers’ needs. Core non-maturity deposit accounts totaled $3.61 billion at June 30, 2023, representing 64.2% of total deposits. • Improve Our Operating Efficiency In recent years, our operating efficiency has improved both organically and via economies of scale gained from merger and acquisition activity. Exclusive of potential future acquisitions, we plan to continue to improve operating efficiency through organic means, such as the increased use of technology and the continual evaluation of our branch network. We plan to continue to evaluate and optimize the performance of our existing branch network through additional branch consolidations, where appropriate. Such efforts will take into consideration historical branch profitability, market demographic trajectory, geographic proximity of consolidating branches and the expected impact on the Bank’s clients and communities served. During the year ended June 2023, we announced the adoption of a company-wide operating efficiency initiative that included the optimization and reduction of vendor spend, the automation or outsourcing of routine activities, and the realignment of our workforce. The result was an improvement in our non-interest expense to average assets ratio to 1.53% during the year ended June 30, 2023 from 1.73% during the year ended June 30, 2022. Market Area. At June 30, 2023, our primary market area consisted of the counties in which we currently operate branches, including Bergen, Essex, Hudson, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset and Union counties in New Jersey and Kings (Brooklyn) and Richmond (Staten Island) counties in New York. Our lending is concentrated in New Jersey and New York and our predominant sources of deposits are the communities in which our offices are located as well as the neighboring communities. 4 Competition. We operate in a highly competitive market area with a large concentration of financial institutions and we face substantial competition in attracting deposits and in originating loans. A number of our competitors are significantly larger institutions with greater financial and technological resources and lending limits. Our ability to compete successfully is a significant factor affecting our growth potential and profitability. Our competition for deposits and loans comes from other insured depository institutions located in our primary market area as well as out-of-market depository institutions operating via online channels and from non-depository institutions including mortgage banks, finance companies, insurance companies, brokerage firms and financial technology companies. Lending Activities General. Our loan portfolio is comprised of multi-family mortgage loans, nonresidential mortgage loans, commercial business loans, construction loans, one- to four-family residential mortgage loans, home equity loans and other consumer loans. In recent years our lending strategies have placed increasing emphasis on the origination of commercial loans. Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio in dollar amounts and as a percentage of the total portfolio at the dates indicated. Commercial loans: Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Consumer loans: Home equity loans Other consumer Total loans Less: Allowance for credit losses Unaccreted yield adjustments Total adjustments At June 30, 2023 2022 Amount Percent Amount Percent (Dollars In Thousands) $ 2,761,775 47.21 % $ 2,409,090 44.31 % 968,574 146,861 226,609 1,700,559 43,549 2,549 16.56 2.51 3.87 29.07 0.74 0.04 1,019,838 176,807 140,131 1,645,816 42,028 2,866 18.76 3.25 2.58 30.27 0.78 0.05 5,850,476 100.00 % 5,436,576 100.00 % 48,734 21,055 69,789 47,058 18,731 65,789 Total loans, net $ 5,780,687 $ 5,370,787 5 The following table sets forth the composition of our real estate secured loans indicating the loan-to-value (“LTV”), by loan category, at June 30, 2023 and 2022: Commercial mortgage loans: Multi-family mortgage Nonresidential mortgage Construction Total commercial mortgage loans June 30, 2023 June 30, 2022 Balance LTV Balance LTV (Dollars in Thousands) $ 2,761,775 64 % $ 2,409,090 968,574 226,609 3,956,958 54 % 58 % 61 % 1,019,838 140,131 3,569,059 One- to four-family residential mortgage 1,700,559 62 % 1,645,816 Consumer loans: Home equity loans 43,549 49 % 42,028 Total mortgage loans $ 5,701,066 61 % $ 5,256,903 64 % 54 % 61 % 61 % 62 % 46 % 61 % Loan Maturity Schedule. The following table sets forth the maturities of our loan portfolio at June 30, 2023. Demand loans, loans having no stated maturity and overdrafts are shown as due in one year or less. Loans are stated in the following table at contractual maturity and actual maturities could differ due to prepayments. Amounts Due Within One Year 1 to 5 Years 5 to 15 Years Over 15 Years (In Thousands) Total Due After One Year Total $ Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans 90,918 $ 871,298 $ 1,691,671 $ 107,888 $ 2,670,857 $ 2,761,775 968,574 75,890 146,861 59,165 226,609 192,382 1,700,559 4,602 43,549 270 2,549 987 $ 424,214 $ 1,357,018 $ 2,411,616 $ 1,657,628 $ 5,426,262 $ 5,850,476 892,684 87,696 34,227 1,695,957 43,279 1,562 92,459 4,138 2,961 1,437,894 11,007 1,281 432,710 45,855 — 215,164 26,198 18 367,515 37,703 31,266 42,899 6,074 263 6 The following table shows the loans as of June 30, 2023 due after June 30, 2024 according to rate type and loan category: Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Fixed Rates Floating or Adjustable Rates (In Thousands) $ 2,004,363 $ 569,901 52,934 1,094 1,570,705 24,997 508 666,494 $ 322,783 34,762 33,133 125,252 18,282 1,054 Total 2,670,857 892,684 87,696 34,227 1,695,957 43,279 1,562 Total loans $ 4,224,502 $ 1,201,760 $ 5,426,262 Multi-Family and Nonresidential Real Estate Mortgage Loans. At June 30, 2023, multi-family mortgage loans totaled $2.76 billion, or 47.2% of our loan portfolio, while nonresidential mortgage loans totaled $968.6 million, or 16.6% of our loan portfolio. We originate commercial mortgage loans on a variety of multi-family and nonresidential property types, including loans on mixed-use properties which combine residential and commercial space. We generally offer fixed-rate and adjustable-rate balloon mortgage loans on multi-family and nonresidential properties with final stated maturities ranging from three to 15 years with amortization terms which generally range from 15 to 30 years. Our commercial mortgage loans are primarily secured by properties located in New Jersey, New York and the surrounding states. Commercial Business (C&I) Loans. At June 30, 2023, commercial business loans totaled $146.9 million, or 2.5% of our loan portfolio. We originate commercial term loans and lines of credit to a variety of clients in our market area. Our commercial term loans generally have terms of up to 10 years. Our commercial lines of credit have terms of up to one year and are generally floating-rate loans. Construction Lending. At June 30, 2023, construction loans totaled $226.6 million, or 3.9% of our loan portfolio. Our construction lending includes loans to individuals, builders or developers for the construction of multi-family residential buildings or commercial real estate or for the construction or renovation of one- to four-family residences. Construction borrowers must hold title to the land free and clear of any liens. Financing for construction loans is limited to 80% of the anticipated appraised value of the completed property. Disbursements are made in accordance with inspection reports by our approved appraisal firms. Terms of financing are generally limited to one year with an interest rate tied to the prime rate and may include a premium of one or more points. In some cases, we convert a construction loan to a permanent mortgage loan upon completion of construction. We have no formal limits as to the number of projects a builder has under construction or development and make a case-by-case determination on loans to builders and developers who have multiple projects under development. One- to Four-Family Residential Mortgage Loans Held in Portfolio. At June 30, 2023, one- to four-family residential mortgage loans totaled $1.70 billion, or 29.1% of our loan portfolio. At June 30, 2023, $1.58 billion, or 93.1%, of our one- to four-family residential mortgage loans were secured by properties located within New Jersey and New York with the remaining $117.6 million, or 6.9%, secured by properties in other states. The fixed-rate residential mortgage loans that we originate for portfolio generally meet the secondary mortgage market standards of the Federal Home Loan Mortgage Corporation (“Freddie Mac”). In addition, we offer a first-time homebuyer program which provides financial incentives for persons who have not previously owned real estate and are purchasing a one- to four-family property in our primary lending area for use as a primary residence. One- to Four-Family Residential Mortgage Loans Held for Sale. As a complement to our residential one- to four- family portfolio lending activities, we operate a mortgage banking platform which supports the origination of one- to four-family mortgage loans for sale into the secondary market. The loans we originate for sale generally meet the secondary mortgage market standards of Freddie Mac. Such loans are generally originated by, and sourced from, the same resources and markets as those loans originated and held in our portfolio. Our mortgage banking business strategy resulted in the recognition of $760,000 in gains associated with the sale of $103.8 million of mortgage loans held for sale during the year ended June 30, 2023. As of that date, an additional $9.6 million of loans were held and committed for sale into the secondary market. Home Equity Loans. At June 30, 2023, home equity loans totaled $43.5 million, or 0.7% of our loan portfolio. Our home equity loans are fixed-rate loans for terms of generally up to 20 years. We also offer fixed-rate and adjustable-rate home equity lines of credit with terms of up to 20 years. 7 Other Consumer Loans. At June 30, 2023, other consumer loans totaled $2.5 million, or 0.04% of our loan portfolio. Our consumer loan portfolio includes unsecured overdraft lines of credit and personal loans as well as loans secured by savings accounts and certificates of deposit on deposit with the Bank. Loans to One Borrower. New Jersey law generally limits the amount that a savings bank may lend to a single borrower and related entities to 15% of the institution’s capital funds. Accordingly, as of June 30, 2023, our legal loans to one borrower limit was approximately $104.3 million. At June 30, 2023, our largest single borrower had an aggregate outstanding loan exposure of approximately $98.9 million comprising six multi-family mortgage loans. At June 30, 2023, this lending relationship was current and performing in accordance with the terms of their loan agreements. Loan Originations, Purchases, Sales and Repayments. The following table shows the principal balances of portfolio loans originated, purchased, acquired and repaid during the periods indicated: Loan originations: (1) Commercial loans: Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Consumer loans: Home equity loans Other consumer Total loan originations Loan purchases: Commercial loans: Multi-family mortgage Nonresidential mortgage Commercial business One- to four-family residential mortgage Total loan purchases Loans acquired from MSB (2) Loan sales:(1) Commercial business Total loans sold Loan repayments Decrease due to other items For the Years Ended June 30, 2023 2022 2021 (In Thousands) $ 602,206 $ 114,184 91,803 87,669 197,839 911,021 $ 231,159 140,051 86,448 415,602 256,223 96,238 104,628 50,382 553,194 26,014 1,095 1,120,810 18,634 1,167 1,804,082 15,804 1,227 1,077,696 — — 46 656 702 — 55,847 — 146 67,396 123,389 — — 21,351 251 60,105 81,707 530,693 (655) (655) (1,035) (1,035) (44,450) (44,450) (706,860) (4,097) (1,343,081) (5,797) (1,311,576) (1,911) Net increase in loan portfolio $ 409,900 $ 577,558 $ 332,159 ________________________________________ (1) Excludes origination and sales of one- to four-family mortgage loans held for sale. (2) For information on loans acquired in the MSB acquisition, see Note 3 to the audited consolidated financial statements. Additional information about our loans is presented in Note 5 to the audited consolidated financial statements. Loan Approval Procedures and Authority. Senior management recommends, and the Board of Directors approves, our lending policies and loan approval limits. The Bank’s Loan Committee consists of the Chief Executive Officer, Chief Lending Officer, Chief Credit Officer, Chief Risk Officer and other members of senior management. Loans which exceed certain thresholds, as defined within our policies, are submitted to the Bank’s Loan Committee and/or Board of Directors for approval. 8 Asset Quality Collection Procedures on Delinquent Loans. We regularly monitor the payment status of all loans within our portfolio and promptly initiate collection efforts on past due loans in accordance with applicable policies and procedures. Delinquent borrowers are notified when a loan is 30 days past due. If the delinquency continues, subsequent efforts are made to contact the delinquent borrower and additional collection notices are sent. All reasonable attempts are made to collect from borrowers prior to referral to an attorney for collection. However, when a residential loan is 120 days delinquent and a commercial loan is 90 days delinquent, it is our general practice to refer it to an attorney for repossession, foreclosure or other form of collection action, as appropriate. In certain instances, we may modify the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize their financial affairs as we attempt to work with the borrower to establish a repayment schedule to cure the delinquency. As to mortgage loans, if a foreclosure action is taken and the loan is not reinstated, paid in full or refinanced, the property is sold at judicial sale at which we may be the buyer if there are no adequate offers to satisfy the debt. Any property acquired as the result of foreclosure or by deed in lieu of foreclosure is classified as other real estate owned until it is sold or otherwise disposed of. When other real estate owned is acquired, it is recorded at its fair market value less estimated selling costs. The initial write-down of the property, if necessary, is charged to the allowance for credit losses. Adjustments to the carrying value of the properties that result from subsequent declines in value are charged to operations in the period in which the declines are identified. Past Due Loans. A loan’s past due status is generally determined based upon its principal and interest (“P&I”) payment delinquency status in conjunction with its past maturity status, where applicable. A loan’s P&I payment delinquency status is based upon the number of calendar days between the date of the earliest P&I payment due and the as of measurement date. A loan’s past maturity status, where applicable, is based upon the number of calendar days between a loan’s contractual maturity date and the as of measurement date. Based upon the larger of these criteria, loans are categorized into the following past due tiers for financial statement reporting and disclosure purposes: Current (including 1-29 days past due), 30-59 days past due, 60-89 days past due and 90 or more days past due. Additional information about our past due loans is presented in Note 5 to the audited consolidated financial statements. Nonaccrual Loans. Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when we do not expect to receive all P&I payments owed substantially in accordance with the terms of the loan agreement, regardless of past due status. Loans that become 90 days past due but are well secured and in the process of collection, may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and we expect to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement. Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan. Purchased Credit Deteriorated Loans (“PCD”). PCD loans are acquired loans that, as of the acquisition date, have experienced a more-than-insignificant deterioration in credit quality since origination. Non-PCD loans are acquired loans that have experienced no or insignificant deterioration in credit quality since origination. To distinguish between the two types of acquired loans, we evaluate risk characteristics that have been determined to be indicators of deteriorated credit quality. The determining criteria may involve loan specific characteristics such as payment status, debt service coverage or other changes in creditworthiness since the loan was originated, while others are relevant to recent economic conditions, such as borrowers in industries impacted by the pandemic. As part of our acquisition of MSB, we acquired PCD loans with a par value of $69.4 million and an allowance for credit losses of $3.9 million. Additional information about our PCD loans is presented in Note 5 to the audited consolidated financial statements. 9 Nonperforming Assets. The following table provides information regarding our nonperforming assets which are comprised of nonaccrual loans, accruing loans 90 days or more past due, nonaccrual loans held-for-sale and other real estate owned: Nonaccrual loans (1) Accruing loans 90 days or more past due Total nonperforming loans Nonaccrual loans held-for-sale Other real estate owned Total nonperforming assets Total nonaccrual loans to total loans Total nonperforming loans to total loans Total nonperforming loans to total assets Total nonperforming assets to total assets At June 30, 2023 2022 (Dollars In Thousands) $ 42,627 $ 70,321 $ — 42,627 — 12,956 55,583 0.73 % 0.73 % 0.53 % 0.69 % — 70,321 21,745 178 $ 92,244 1.30 % 1.30 % 0.91 % 1.19 % ________________________________________ (1) TDRs on accrual status not included above totaled $10.5 million and $8.7 million at June 30, 2023 and 2022, respectively. Total nonperforming assets decreased by $36.7 million to $55.6 million at June 30, 2023 from $92.2 million at June 30, 2022. For those same comparative periods, the number of nonperforming loans decreased to 45 loans from 61 loans. There was one property in other real estate owned at June 30, 2023 and 2022, respectively. All nonaccrual loans held-for sale at June 30, 2022 were sold during the year ended June 30, 2023. At June 30, 2023 and 2022, we had loans with aggregate outstanding balances totaling $17.4 million and $22.2 million, respectively, reported as TDRs. Loan Review System. We maintain a loan review system consisting of several related functions including, but not limited to, classification of assets, calculation of the allowance for credit losses, independent credit file review as well as internal audit and lending compliance reviews. We utilize both internal and external resources, where appropriate, to perform the various loan review functions, all of which operate in accordance with a scope and frequency determined by senior management and the Audit and Compliance Committee of the Board of Directors. As one component of our loan review system we engage a third-party firm which specializes in loan review and analysis functions. As part of their review process, our third-party review firm compares their review results with their client base to evaluate our risk assessment among our peers. This firm assists senior management and the Board of Directors in identifying potential credit weaknesses; in reviewing and confirming risk ratings or adverse classifications internally ascribed to loans by management; in identifying relevant trends that affect the collectability of the portfolio and identifying segments of the portfolio that are potential problem areas; in verifying the appropriateness of the allowance for credit losses; in evaluating the activities of lending personnel including compliance with lending policies and the quality of their loan approval, monitoring and risk assessment; and by providing an objective assessment of the overall quality of the loan portfolio. Currently, third-party loan reviews are being conducted quarterly and include non-performing loans as well as samples of performing loans of varying types within our portfolio. In addition, our loan review system includes functions performed by internal audit and compliance personnel. Internal audit resources perform credit review functions utilizing guidance from regulatory and Institute of Internal Auditors standards in addition to assessing the adequacy of, and adherence to, internal credit policies and loan administration procedures and adherence to regulatory guidance. Our compliance resources monitor adherence to relevant lending-related and consumer protection-related laws and regulations. 10 Classification of Assets. In compliance with the regulatory guidelines, our loan review system includes an evaluation process through which certain loans exhibiting adverse credit quality characteristics are classified as Substandard, Doubtful or Loss. An asset is classified as Substandard if it is inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all of the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values. Assets, or portions thereof, classified as Loss are considered uncollectible or of so little value that their continuance as assets is not warranted. Assets which do not currently expose us to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses are designated as Special Mention by management. Adversely classified assets, together with those rated as Special Mention are generally referred to as Classified Assets. Non-classified assets are internally rated within one of four Pass categories or as Watch with the latter denoting a potential deficiency or concern that warrants increased oversight or tracking by management until remediated. Additional information about our classification of assets is presented in Note 5 to the audited consolidated financial statements. The following table discloses our designation of certain loans as special mention or adversely classified during each of the two years presented: Special mention Substandard Doubtful Total classified loans At June 30, 2023 2022 (In Thousands) 17,674 $ 75,777 75 93,526 $ 12,740 81,650 165 94,555 $ $ Individually Evaluated Loans. On a case-by-case basis, we may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When we determine that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, we will establish an allowance for the difference between the fair value of the collateral, less costs to sell, at the reporting date and the amortized cost basis of the loan. Allowance for Credit Losses - Loans On July 1, 2020, we adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which replaced the incurred loss methodology with an expected loss methodology, referred to as the “CECL” methodology. See Note 1 to the audited consolidated financial statements for additional information on the adoption of Topic 326. A description of our methodology in establishing our allowance for credit losses is set forth in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Allowance for Credit Losses.” Additional information about our allowance for credit losses is also presented in Note 6 to the audited consolidated financial statements. Our allowance for credit losses is maintained at a level necessary to cover lifetime expected credit losses in financial assets at the balance sheet date. The following table presents allowance for credit losses ratios, along with the components of their calculation, for the periods indicated: Allowance for credit losses - loans Total loans outstanding Total non-performing loans Allowance for credit losses as a percent of total loans outstanding Allowance for credit losses to non-performing loans 11 At June 30, 2023 2022 (Dollars in Thousands) 48,734 $ $ 5,850,476 42,627 $ 47,058 $ $ 5,436,576 70,321 $ 0.83 % 114.33 % 0.87 % 66.92 % r o f , n o i t a l u c l a c e h t f o s t n e n o p m o c e h t h t i w g n o l a , y r o g e t a c n a o l y b g n i d n a t s t u o s n a o l e g a r e v a o t ) s e i r e v o c e r ( s f f o - e g r a h c t e n f o o i t a r e h t s t n e s e r p e l b a t g n i w o l l o f e h T : d e t a c i d n i s d o i r e p e h t 1 2 0 2 - e g r a h c t e N a s a s f f o f o t n e c r e p s n a o l e g a r e v a i g n d n a t s t u o e g a r e v A s n a o l t e N i g n d n a t s t u o s f f o - e g r a h c ) s d n a s u o h T n i s r a l l o D ( , 0 3 e n u J d e d n E s r a e Y e h t r o F - e g r a h c t e N a s a s f f o f o t n e c r e p s n a o l e g a r e v a i g n d n a t s t u o 2 2 0 2 e g a r e v A s n a o l g n i d n a t s t u o s f f o - e g r a h c ) s e i r e v o c e r ( s n a o l e g a r e v a g n i d n a t s t u o t e N - e g r a h c t e N a s a s f f o f o t n e c r e p 3 2 0 2 e g a r e v A s n a o l g n i d n a t s t u o t e N s f f o - e g r a h c ) s e i r e v o c e r ( e h t r o f e t a r % 7 0 . 0 e h t m o r f s t n i o p s i s a b x i s f o e s a e r c e d a , 3 2 0 2 , 0 3 e n u J d e d n e r a e y e h t r o f % 1 0 . 0 f o e t a r f f o - e g r a h c t e n d e z i l a u n n a n a d e c n e i r e p x e o i l o f t r o p n a o l r u O % 0 0 . 0 % 1 0 . 0 % 4 6 . 0 % 0 0 . 0 % 0 0 . 0 % 4 0 . 0 % 9 7 . 0 % 0 0 . 0 % 3 0 . 0 8 1 5 , 3 2 2 9 0 3 , 6 7 2 5 0 , 4 0 1 , 1 9 7 7 , 1 3 3 , 1 1 6 9 , 8 8 8 4 0 , 4 ) 1 8 6 , 7 3 ( 0 5 4 , 5 7 0 , 2 $ — 0 8 9 2 4 , 1 — 9 2 3 2 3 — % 8 1 . 0 % 2 0 . 0 % 0 0 . 0 % ) 1 0 . 0 ( % ) 4 0 . 0 ( % 0 0 . 0 % 0 0 . 0 3 2 0 , 0 9 1 5 9 0 , 5 0 1 8 0 2 , 7 8 4 , 1 9 4 8 , 7 6 3 9 9 , 2 ) 8 6 5 , 3 2 ( 3 3 — ) 7 4 1 ( ) 7 2 ( — — 5 0 2 , 6 3 0 , 1 4 3 8 , 1 % 0 0 . 0 % 8 1 . 0 % 0 0 . 0 % — % — % ) 6 9 . 1 ( % 0 0 . 0 4 9 7 , 8 8 1 5 8 1 , 6 7 1 3 4 9 , 5 0 0 , 1 9 2 9 , 3 8 6 , 1 9 7 4 , 6 6 5 0 8 , 2 ) 0 4 4 , 5 1 ( 9 3 5 3 3 — ) 2 ( — ) 5 5 ( — $ % 9 0 . 0 5 9 5 , 6 5 0 , 2 $ 6 9 8 , 1 $ % 2 0 . 0 8 2 4 , 8 1 7 , 2 $ 3 9 4 $ e g a g t r o m l a i t n e d i s e r y l i m a f - r u o f o t - e n O s t n e m t s u j d a d l e i y d e t e r c c a n U s n a o l y t i u q e e m o H r e m u s n o c r e h t O e g a g t r o m l a i t n e d i s e r n o N e g a g t r o m y l i m a f - i t l u M s s e n i s u b l a i c r e m m o C n o i t c u r t s n o C 6 3 4 , 6 6 8 , 4 $ 2 8 5 , 1 $ % 7 0 . 0 0 0 4 , 2 2 9 , 4 $ 9 8 5 , 3 $ % 1 0 . 0 3 2 1 , 7 2 8 , 5 $ 0 1 8 $ l a t o T 12 . 2 2 0 2 , 0 3 e n u J d e d n e r a e y Allocation of Allowance for Credit Losses on Loans. The following table sets forth the allowance for credit losses (“ACL”) allocated by loan category and the percent of loans in each category to total loans receivable at the dates indicated. The ACL allocated to each category is the estimated amount considered necessary to cover lifetime expected credit losses inherent in any particular category as of the balance sheet date and does not restrict the use of the allowance to absorb losses in other categories. Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total At June 30, 2023 2022 Amount Percent of Loans to Total Loans Amount Percent of Loans to Total Loans (Dollars In Thousands) $ $ 26,362 8,953 1,440 1,336 10,237 338 68 48,734 47.21 % $ 16.56 2.51 3.87 29.07 0.74 0.04 100.00 % $ 25,321 10,590 1,792 1,486 7,540 245 84 47,058 44.31 % 18.76 3.25 2.58 30.27 0.78 0.05 100.00 % At June 30, 2023, the ACL totaled $48.7 million, or 0.83% of total loans, reflecting an increase of $1.7 million from $47.1 million, or 0.87% of total loans, at June 30, 2022. The increase was largely attributable to a provision for credit losses of $2.5 million, primarily driven by loan growth, partially offset by a reduction in the expected life of the loan portfolio. Partially offsetting the provision for credit losses were net charge-offs of $810,000. The ACL at June 30, 2023 is maintained at a level that is management’s best estimate of lifetime expected credit losses inherent in loans at the balance sheet date. The ACL is subject to estimates and assumptions that are susceptible to significant revisions as more information becomes available and as events or conditions effecting individual borrowers and the marketplace as a whole change over time. Additions to the ACL may be necessary if the future economic environment deteriorates from forecasted conditions. In addition, the banking regulators, as an integral part of their examination process, periodically review our loan and foreclosed real estate portfolios, related ACL and valuation allowance for foreclosed real estate. The regulators may require the ACL to be increased based on their review of information available at the time of the examination, which may negatively affect our earnings. Additional information about the ACL at June 30, 2023 and 2022 is presented in Note 6 to the audited consolidated financial statements. Investment Securities At June 30, 2023, our investment securities portfolio totaled $1.37 billion and comprised 17.0% of our total assets. By comparison, at June 30, 2022, our securities portfolio totaled $1.46 billion and comprised 18.9% of our total assets. Additional information about our investment securities at June 30, 2023 is presented in Note 4 to the audited consolidated financial statements. The year-over-year net decrease in the securities portfolio totaled $88.2 million which largely reflected repayments and sales that were partially offset by purchases. The decrease in the portfolio included a $38.1 million decrease in the fair value of the available for sale securities portfolio to an unrealized loss of $156.1 million at June 30, 2023 from an unrealized loss of $118.0 million at June 30, 2022. Our investment policy, which is approved by the Board of Directors, is designed to foster earnings and manage cash flows within prudent interest rate risk and credit risk guidelines, taking into consideration our liquidity needs, asset/liability management goals, and performance objectives. Our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer and Treasurer/Chief Investment Officer are the senior management members of our Capital Markets Committee that are designated by the Board of Directors as the officers primarily responsible for securities portfolio management and all transactions require the approval of at least two of these designated officers. The investments authorized for purchase under the investment policy approved by our Board of Directors include U.S. government and agency mortgage-backed securities, U.S. government agency debentures, municipal obligations, corporate bonds, asset-backed securities, collateralized loan obligations and subordinated debt. 13 The carrying value of our mortgage-backed securities totaled $710.0 million at June 30, 2023 and comprised 51.7% of total investments and 8.8% of total assets as of that date. We generally invest in mortgage-backed securities issued by U.S. government agencies or government-sponsored entities. Mortgage-backed securities issued or sponsored by U.S. government agencies and government-sponsored entities are guaranteed as to the payment of principal and interest to investors. The carrying value of our securities representing obligations of state and political subdivisions totaled $16.1 million at June 30, 2023 and comprised 1.2% of total investments and less than 1.0% of total assets as of that date. Such securities primarily included highly-rated, fixed-rate bank-qualified securities representing general obligations of municipalities located within the U.S. or the obligations of their related entities such as boards of education or school districts. Each of our municipal obligations were consistently rated by Moody’s and S&P well above the thresholds that generally support our investment grade assessment with such ratings equaling A- or higher by S&P or A2 or higher by Moody’s, where rated by those agencies. In the absence of, or as a complement to, such ratings, we rely upon our own internal analysis of the issuer’s financial condition to validate its investment grade assessment. The carrying value of our asset-backed securities totaled $136.2 million at June 30, 2023 and comprised 9.9% of total investments and 1.7% of total assets as of that date. This category of securities is comprised entirely of structured, floating-rate securities representing securitized federal education loans with 97% U.S. government guarantees. Our securities represent the highest credit-quality tranches within the overall structures with each being rated AA+ or higher by S&P or Aa1 or higher by Moody’s, where rated by those agencies. The outstanding balance of our collateralized loan obligations totaled $377.0 million at June 30, 2023 and comprised 27.4% of total investments and 4.7% of total assets as of that date. This category of securities is comprised entirely of structured, floating-rate securities representing securitized commercial loans to large, U.S. corporations. At June 30, 2023, each of our collateralized loan obligations were consistently rated by Moody’s and/or S&P well above the thresholds that generally support our investment grade assessment with such ratings equaling AAA by S&P or Aaa by Moody’s, where rated by those agencies. The carrying value of our corporate bonds totaled $135.0 million at June 30, 2023 and comprised 9.8% of total investments and 1.7% of total assets as of that date. This category of securities is comprised of two floating-rate corporate debt obligations issued by large financial institutions and subordinated debt representing profitable, well-capitalized, small- to mid- sized community banks located mainly in the mid-Atlantic region of the U.S. At June 30, 2023, corporate bonds issued by large financial institutions were consistently rated by Moody’s and S&P well above the thresholds that generally support our investment grade assessment with such ratings equaling BBB- or higher by S&P or Baa3 or higher by Moody’s, where rated by those agencies. Current accounting standards require that debt securities be categorized as held to maturity or available for sale, based on management’s intent as to the ultimate disposition of each security. These standards allow debt securities to be classified as held to maturity and reported in financial statements at amortized cost only if the reporting entity has the positive intent and ability to hold these securities to maturity. Securities that might be sold in response to changes in market interest rates, changes in the security’s prepayment risk, increases in loan demand, or other similar factors cannot be classified as held to maturity. We do not currently use or maintain a trading account. Securities not classified as held to maturity are classified as available for sale. These securities are reported at fair value and unrealized gains and losses on the securities are excluded from earnings and reported, net of deferred taxes, as adjustments to accumulated other comprehensive income (loss), a separate component of equity. As of June 30, 2023, our available for sale securities portfolio had a carrying value of $1.23 billion or 89.3% of our total securities with the remaining $146.5 million or 10.7% of securities were classified as held to maturity. Other than securities issued or guaranteed by the U.S. government or its agencies, we did not hold securities of any one issuer having an aggregate book value in excess of 10% of our equity at June 30, 2023. All of our securities carry market risk insofar as increases in market interest rates have caused, and may continue to cause, a decrease in their market value. We believe that unrealized and unrecognized losses on securities held at June 30, 2023, are a function of changes in market interest rates and credit spreads, not changes in credit quality. Therefore, no allowance for credit losses was recorded at that time. During the year ended June 30, 2023, proceeds from sales of securities available for sale totaled $105.2 million and resulted in no gross gains and gross losses of $15.2 million. During the year ended June 30, 2022, proceeds from sales of securities available for sale totaled $100.3 million and resulted in no gross gains and gross losses of $565,000. During the year ended June 30, 2021, proceeds from sales of securities available for sale totaled $98.1 million and resulted in gross gains of $1.2 million and gross losses of $470,000. There were no sales of held to maturity securities during the years ended June 30, 2023, 2022 and 2021. 14 The following table sets forth the carrying value of our securities portfolio at the dates indicated: Debt securities available for sale: Obligations of state and political subdivisions Asset-backed securities Collateralized loan obligations Corporate bonds Total debt securities available for sale Mortgage-backed securities available for sale: Collateralized mortgage obligations Residential pass-through securities Commercial pass-through securities Total mortgage-backed securities available for sale At June 30, 2023 2022 (In Thousands) $ — $ 136,170 376,996 135,018 648,184 — 436,151 143,394 579,545 28,435 166,557 307,813 153,397 656,202 7,122 514,758 166,011 687,891 Total securities available for sale 1,227,729 1,344,093 Debt securities held to maturity: Obligations of state and political subdivisions Total debt securities held to maturity Mortgage-backed securities held to maturity: Residential pass-through securities Commercial pass-through securities Total mortgage-backed securities held to maturity Total securities held to maturity Total securities 16,051 16,051 118,166 12,248 130,414 21,159 21,159 84,851 12,281 97,132 146,465 118,291 $ 1,374,194 $ 1,462,384 15 . 3 2 0 2 , 0 3 e n u J t a o i l o f t r o p s e i t i r u c e s r u o f o s e i t i r u t a m d n a s d l e i y e g a r e v a d e t h g i e w , s e u l a v g n i y r r a c e h t g n i d r a g e r n o i t a m r o f n i n i a t r e c h t r o f s t e s e l b a t g n i w o l l o f e h T s r e u s s i e s u a c e b s e i t i r u t a m l a u t c a r t n o c m o r f r e f f i d y a m s e i t i r u t a m l a u t c A . s t n e m y a p e r p f o t c e f f e e h t r o g n i c i r p - e r t c e l f e r t o n s e o d d n a s e i t i r u t a m l a u t c a r t n o c s w o h s e l b a t s i h T n i h t i w e l b a l l a c e r a n o i l l i m 4 . 0 4 $ f o e u l a v g n i y r r a c a h t i w s e i t i r u c e s , 3 2 0 2 , 0 3 e n u J t A . s e i t l a n e p t n e m y a p e r p t u o h t i w r o h t i w s n o i t a g i l b o y a p e r p r o l l a c o t t h g i r e h t e v a h y a m 3 2 0 2 , 0 3 e n u J t A r i a F t e k r a M e u l a V d e t h g i e W e g a r e v A d l e i Y g n i y r r a C e u l a V d e t h g i e W e g a r e v A d l e i Y g n i y r r a C e u l a V d e t h g i e W e g a r e v A d l e i Y g n i y r r a C e u l a V d e t h g i e W e g a r e v A d l e i Y g n i y r r a C e u l a V d e t h g i e W e g a r e v A d l e i Y g n i y r r a C e u l a V s e i t i r u c e S l a t o T s r a e Y n e T n a h T e r o M s r a e Y n e T o t e v i F s r a e Y e v i F o t e n O s s e L r o r a e Y e n O ) s d n a s u o h T n I s r a l l o D ( . r a e y e n o : s e i t i r u c e s t b e D 0 3 7 , 5 1 $ % 5 2 . 2 1 5 0 , 6 1 $ % — — $ % 5 3 . 2 1 1 6 $ % 6 2 . 2 4 5 0 , 2 1 $ % 8 1 . 2 6 8 3 , 3 $ s n o i s i v i d b u s l a c i t i l o p d n a e t a t s f o s n o i t a g i l b O 8 9 8 , 8 5 3 , 1 $ % 9 1 . 4 4 9 1 , 4 7 3 , 1 $ % 7 6 . 3 9 7 7 , 4 8 9 $ % 1 6 . 5 9 4 4 , 2 5 3 $ % 2 7 . 5 0 8 5 , 3 3 $ % 8 1 . 2 6 8 3 , 3 $ s e i t i r u c e s l a t o T 0 7 1 , 6 3 1 6 9 9 , 6 7 3 8 1 0 , 5 3 1 1 8 5 , 1 4 5 3 0 4 , 3 5 1 3 5 . 6 7 9 . 6 4 4 . 4 9 2 . 2 6 3 . 3 0 7 1 , 6 3 1 6 9 9 , 6 7 3 8 1 0 , 5 3 1 7 1 3 , 4 5 5 2 4 6 , 5 5 1 0 5 . 6 4 2 . 7 2 7 . 3 9 2 . 2 8 4 . 3 8 7 1 , 4 0 1 5 6 7 , 5 7 1 5 2 1 , 7 7 1 3 , 4 5 5 4 9 3 , 3 4 1 5 6 . 6 3 7 . 6 5 9 . 3 — 9 7 . 1 2 9 9 , 1 3 1 3 2 , 1 0 2 7 6 3 , 6 0 1 — — — — 3 6 . 7 6 2 5 , 1 2 — 8 4 2 , 2 1 — — — — — — — — — — — — — — s n o i t a g i l b o n a o l d e z i l a r e t a l l o C s e i t i r u c e s d e k c a b - t e s s A s d n o b e t a r o p r o C ) 1 ( s e i t i r u c e s h g u o r h t - s s a p l a i t n e d i s e R ) 1 ( s e i t i r u c e s h g u o r h t - s s a p l a i c r e m m o C : s e i t i r u c e s d e k c a b - e g a g t r o M 16 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . s e s i r p r e t n e d e r o s n o p s - t n e m n r e v o G ) 1 ( Sources of Funds General. Retail deposits are our primary source of funds for lending and other investment purposes. In addition, we derive funds from principal repayments of loan and investment securities. Loan and securities payments are a relatively stable source of funds, while deposit inflows are significantly influenced by general interest rates and money market conditions. Wholesale funding sources including, but not limited to, borrowings from the Federal Home Loan Bank of New York (“FHLB”), wholesale deposits and other short-term borrowings are also used to supplement the funding for loans and investments. Deposits. Our current deposit products include interest-bearing and non-interest-bearing checking accounts, money market deposit accounts, savings accounts and certificates of deposit accounts ranging in terms from 30 days to five years. Certificates of deposit with terms ranging from six months to five years are available for individual retirement account plans. Deposit account terms, such as interest rate earned, applicability of certain fees and service charges and funds accessibility, will vary based upon several factors including, but not limited to, minimum balance, term to maturity, and transaction frequency and form requirements. Deposits are obtained primarily from within New Jersey and New York through the Bank’s network of retail branches, business relationship officers, treasury management officers and digital banking channels. We maintain a robust suite of commercial deposit products designed to appeal to small and mid-size businesses, non-profit organizations and government entities. Our team of experienced and dedicated business relationship officers serve as the primary points of contact for these commercial clients and act as both new business originators and relationship managers. The determination of interest rates on retail deposits is based upon a number of factors, including: (1) our need for funds based on loan demand, current maturities of deposits and other cash flow needs; (2) a current survey of a selected group of competitors’ rates for similar products; (3) our current cost of funds, yield on assets and asset/liability position; and (4) the alternate cost of funds on a wholesale basis. Interest rates are reviewed by senior management on a regular basis, with deposit product and pricing updated, as appropriate, during recurring and ad-hoc senior management meetings. Our liquidity could be reduced if a significant amount of certificates of deposit maturing within a short period were not renewed. At June 30, 2023 and 2022, certificates of deposit maturing within one year were $1.90 billion and $1.47 billion, respectively. Historically, a significant portion of the certificates of deposit remain with us after they mature. At June 30, 2023, $1.42 billion or 70.6% of our certificates of deposit were certificates of $100,000 or more compared to $1.33 billion or 70.2% at June 30, 2022. Excluding brokered certificates of deposit, $783.7 million or 56.9% of our certificates of deposit were certificates of $100,000 or more at June 30, 2023. The general level of market interest rates and money market conditions significantly influence deposit inflows and outflows. The effects of these factors are particularly pronounced on deposit accounts with larger balances. In particular, certificates of deposit with balances of $100,000 or greater are traditionally viewed as being a more volatile source of funding than comparatively lower balance certificates of deposit or non-maturity transaction accounts. In order to retain certificates of deposit with balances of $100,000 or more, we may have to pay a premium rate, resulting in an increase in our cost of funds. To the extent that such deposits do not remain with us, they may need to be replaced with wholesale funding. Our sources of wholesale funding included brokered certificates of deposit and listing service certificates of deposit whose balances totaled approximately $635.3 million and $5.2 million, or 11.3% and 0.1% of total deposits, respectively, at June 30, 2023. We utilize brokered certificates of deposit and listing service certificates of deposits as alternatives to other forms of wholesale funding, including borrowings, when interest rates and market conditions favor the use of such deposits. For a portion of our short-term brokered certificates of deposit we utilized interest rate contracts to effectively extend their duration and to fix their cost. 17 The following table sets forth the distribution of average deposits for the periods indicated and the weighted average nominal interest rates for each period on each category of deposits presented: For the Years Ended June 30, 2023 Percent of Total Deposits Weighted Average Nominal Rate Average Balance 2022 Percent of Total Deposits Weighted Average Nominal Rate Average Balance 2021 Percent of Total Deposits Weighted Average Nominal Rate Average Balance (Dollars In Thousands) Non-interest-bearing deposits $ 644,543 10.79 % — % $ 624,666 11.37 % — % $ 518,149 9.88 % — % Interest-bearing demand 2,349,802 Savings 896,651 Certificates of deposit 2,083,864 39.33 15.00 34.88 1.73 0.37 1.64 2,067,200 1,088,971 1,711,276 37.64 19.83 31.16 0.25 0.11 0.52 1,726,190 1,066,794 1,931,887 32.92 20.35 36.85 0.41 0.31 1.10 Total average deposits $ 5,974,860 100.00 % 1.31 % $ 5,492,113 100.00 % 0.28 % $ 5,243,020 100.00 % 0.60 % . As of June 30, 2023 and 2022, the aggregate amount of certificates of deposit of $250,000 and over was $883.7 million and $897.4 million, respectively. The following table presents the time remaining until maturity of those certificates of deposit as of June 30, 2023: Maturity Period Within three months Three through six months Six through twelve months Over twelve months Total certificates of deposit At June 30, 2023 (In Thousands) $ 555,894 200,167 115,125 12,509 $ 883,695 The following table sets forth the amount and maturities of certificates of deposit at June 30, 2023: At June 30, 2023 Within One Year Over One Year to Two Years Over Two Years to Three Years Over Three Years to Four Years Over Four Years to Five Years Over Five Years Total (In Thousands) $ 180,989 $ 45,910 $ 22,381 $ 13,389 $ 54,015 615,122 339,860 503,628 202,518 11,217 13,885 241 64 — 445 329 — — — 234 152 — — — 7,497 $ 93 — — — — — $ 270,166 66,004 — 629,574 86 345,597 5,496 503,692 — 202,518 — Interest Rate 0.00 - 0.99% 1.00 - 1.99% 2.00 - 2.99% 3.00 - 3.99% 4.00 - 4.99% 5.00 - 5.99% Total certificates of deposit $ 1,896,132 $ 71,317 $ 23,155 $ 13,775 $ 7,590 $ 5,582 $ 2,017,551 Additional information about our deposits is presented in Note 10 to the audited consolidated financial statements. 18 Borrowings. The sources of wholesale funding we utilize include borrowings in the form of advances from the FHLB as well as other forms of borrowings. We generally use wholesale funding to manage our exposure to interest rate risk and liquidity risk in conjunction with our overall asset/liability management process. Advances from the FHLB are typically secured by our FHLB capital stock and certain investment securities as well as residential and commercial mortgage loans that we choose to utilize as collateral for such borrowings. Additional information about our FHLB advances is included under Note 11 to the audited consolidated financial statements. At June 30, 2023, we had $1.28 billion of FHLB advances outstanding, excluding a net fair value adjustment of $688,000, at a weighted average interest rate of 4.92%. At June 30, 2022, we had $652.5 million of FHLB advances outstanding, excluding a net fair value adjustment of $1.2 million, at a weighted average interest rate of 2.17%. Our FHLB advances mature as follows: By remaining period to maturity: Less than one year One to two years Two to three years Three to four years Four to five years Greater than five years Total advances Fair value adjustments At June 30, 2023 2022 (In Thousands) $ 972,500 $ 520,000 103,500 6,500 — 200,000 — 1,282,500 (688) 22,500 103,500 6,500 — — 652,500 (1,163) Total advances, net of fair value adjustments $ 1,281,812 $ 651,337 At June 30, 2023, we utilized interest rate contracts to effectively extend the duration and fix the cost of our FHLB advances maturing in less than one year. Based upon the market value of investment securities and mortgage loans that are posted as collateral for FHLB advances at June 30, 2023, we are eligible to borrow up to an additional $1.55 billion of advances from the FHLB as of that date. We are further authorized to post additional collateral in the form of other unencumbered investments securities and eligible mortgage loans that may expand our borrowing capacity with the FHLB up to 30% of our total assets. Additional borrowing capacity up to 50% of our total assets may be authorized with the approval of the FHLB’s Board of Directors or Executive Committee. In addition, we had the capacity to borrow additional funds totaling $990.0 million via unsecured overnight borrowings from other financial institutions and $415.0 million from the FRB without pledging additional collateral. The balance of borrowings at June 30, 2023 included overnight line of credit borrowings from the FHLB totaling $125.0 million and unsecured overnight borrowings from other financial institutions totaling $100.0 million. Interest Rate Derivatives and Hedging We utilize derivative instruments in the form of interest rate swaps, caps and floors to hedge our exposure to interest rate risk in conjunction with our overall asset/liability management process. In accordance with accounting requirements, we formally designate all of our hedging relationships as either fair value hedges or cash flow hedges, and document the strategy for undertaking the hedge transactions and its method of assessing ongoing effectiveness. At June 30, 2023, our derivative instruments were comprised of interest rate swaps, caps and a floor with a total notional amount of $2.23 billion. These instruments are intended to manage the interest rate exposure relating to certain wholesale funding positions and assets that were outstanding at June 30, 2023. Additional information regarding our use of interest rate derivatives and our hedging activities is presented in Note 1 and Note 12 to the audited consolidated financial statements. 19 Subsidiary Activity At June 30, 2023, Kearny Bank was the only wholly-owned operating subsidiary of Kearny Financial Corp. As of that date, Kearny Bank had two wholly-owned subsidiaries, CJB Investment Corp. and 189-245 Berdan Avenue LLC. CJB Investment Corp. is a New Jersey Investment Company and remained active through the three-year period ended June 30, 2023. 189-245 Berdan Avenue LLC was formed during the year ended June 30, 2023 for the purpose of ownership and operation of commercial real estate. Human Capital Resources Kearny Bank subscribes to the belief that people, performance and relationships are what matter most. We serve our clients and shareholders through our deep-rooted principles of ethics and integrity, and by giving back to our communities. We understand that the Company succeeds when our employees and customers succeed and therefore strive to create a diverse and inclusive environment where employees can thrive and where customers want to bank. We recognize the unique contributions each individual brings to our Company, and we are committed to growing our culture of diversity, equity and inclusion as a foundation for our values and success. To further establish our commitment to diversity, in the fourth quarter of fiscal year 2023 we appointed an individual to the role of Senior Vice President, Director of Diversity, Equity and Inclusion. Beginning in fiscal year 2024, the Director of Diversity, Equity and Inclusion will work as the intermediary between the business lines and management to promote diversity in various aspects of the Company’s business. Additionally, this year we launched the Kearny Bank ChangeMakers program to provide networking and workshop opportunities focusing on women-owned businesses in our communities. Employee Profile. As of June 30, 2023, we employed 556 employees, approximately 62% of whom are female. We continue our partnership with a diversity recruitment solution to broaden and enhance our overall diversity recruitment efforts. Talent Development and Employee Engagement. We invest in the success and the personal and professional development of our employees by providing employees with career advancement opportunities. We look to promote from within to leverage employee talent and knowledge of the organization. Additionally, we offer many educational and learning initiatives to enhance our employees’ professional growth, including support for certifications and licenses, as well as offering a robust tuition reimbursement program. We offer a Career Mentoring Program, which offers employees an opportunity to interact and collaborate with our senior leaders. We continue to build on the Company’s Diversity and Inclusion Action Plan which was established in 2018 and created our Diversity, Equity and Inclusion Committee. The Diversity and Inclusion Action Plan focuses on expanding our recruiting pipeline, obtaining Diversity & Inclusion certifications and training for our recruiting staff and establishing programs to attract and retain diverse talent. As part of this initiative, our Senior Women’s Leadership Group was established to provide a forum for our female employees to exchange ideas and support programs across the Company. Employee Benefits. We offer our employees competitive compensation including incentive programs, together with a comprehensive benefits package designed to enhance the employee experience. Such benefits include medical, dental, vision, long term disability benefits, AD&D and group life insurance, additional supplement plans, Health Advocacy and Employee Assistance programs, generous paid time off and the ability to participate in charitable events during work time. In addition, our employees share in our financial success while preparing for their retirement via participation in our 401(k) Plan, which includes a competitive company match, and our Employee Stock Ownership Plan (“ESOP”), which is 100% funded by the Company. Health and Wellness. We are committed to providing programs that support the needs of our employees and their families and provide access to a variety of health and wellness programs, including benefits that support their physical, mental and financial wellbeing. Additionally, the Company operates in a hybrid work environment, where applicable, one which promotes a work-life balance and allows for certain flexibility while maintaining productivity and efficiency. 20 Supervision and Regulation Kearny Bank and Kearny Financial operate in a highly regulated industry. This regulation establishes a comprehensive framework of activities in which a savings and loan holding company and New Jersey savings bank may engage and is intended primarily for the protection of the deposit insurance fund and depositors. Set forth below is a brief description of certain laws that relate to the regulation of Kearny Bank and Kearny Financial. The description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution and its holding company, the classification of assets by the institution and the adequacy of an institution’s allowance for credit losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, including changes in the regulations governing savings and loan holding companies, could have a material adverse impact on Kearny Financial, Kearny Bank and their operations. The adoption of regulations or the enactment of laws that restrict the operations of Kearny Bank and/or Kearny Financial or impose burdensome requirements upon one or both of them could reduce their profitability and could impair the value of Kearny Bank’s franchise, resulting in negative effects on the trading price of our common stock. Regulation of Kearny Bank General. As a nonmember New Jersey savings bank with federally insured deposits, Kearny Bank is subject to extensive regulation by the NJDBI and the FDIC. The regulatory structure gives the regulatory agencies widespread discretion in connection with their supervisory and enforcement activities and examination policies, including policies regarding the classification of assets and the level of the allowance for credit losses. The activities of New Jersey savings banks are subject to extensive regulation including restrictions or requirements with respect to loans to one borrower, dividends, permissible investments and lending activities, liquidity, transactions with affiliates and community reinvestment. Both state and federal law regulate a savings bank’s relationship with its depositors and borrowers, especially in such matters as the ownership of savings accounts and the form and content of Kearny Bank’s mortgage documents. Kearny Bank must file reports with the NJDBI and FDIC concerning its activities and financial condition and obtain regulatory approvals prior to entering into certain transactions such as establishing new branches and mergers with or acquisitions of other depository institutions. The NJDBI and FDIC regularly examine Kearny Bank and prepare reports to Kearny Bank’s Board of Directors on any deficiencies found in its operations. The agencies have substantial discretion to take enforcement action with respect to an institution that fails to comply with applicable regulatory requirements or engages in violations of law or unsafe and unsound practices. Such actions can include, among others, the issuance of a cease and desist order, assessment of civil money penalties, removal of officers and directors and the appointment of a receiver or conservator. Activities and Powers. Kearny Bank derives its lending, investment and other powers primarily from the applicable provisions of the New Jersey Banking Act and the related regulations. Under these laws and regulations, New Jersey savings banks, including Kearny Bank, generally may invest in real estate mortgages; consumer and commercial loans; specific types of debt securities, including certain corporate debt securities and obligations of federal, state and local governments and agencies; certain types of corporate equity securities and other specified assets. A savings bank may also invest pursuant to a leeway power that permits investments not otherwise permitted by the New Jersey Banking Act. Leeway investments must comply with a number of limitations on individual and aggregate amounts of investments. New Jersey savings banks may also exercise those powers, rights, benefits or privileges authorized for national banks, federal savings banks or federal savings associations, or either directly or through a subsidiary. New Jersey savings banks may exercise powers, rights, benefits and privileges of out-of-state banks, savings banks and savings associations, or either directly or through a subsidiary, provided that prior approval by the NJDBI is required before exercising any such power, right, benefit or privilege. The exercise of these lending, investment and activity powers is further limited by federal law and the related regulations. See “—Activity Restrictions on State-Chartered Banks” below. Activity Restrictions on State-Chartered Banks. Federal law and FDIC regulations generally limit the activities as principal and equity investments of state-chartered FDIC insured banks and their subsidiaries to those permissible for national banks and their subsidiaries, except such activities and investments that are specifically exempted by law or regulation, or approved by the FDIC. 21 Before engaging as principal in a new activity that is not permissible for a national bank, or otherwise permissible under federal law or FDIC regulations, an insured bank must seek approval from the FDIC, subject to certain specified exceptions. The FDIC will not approve the activity unless the bank meets its minimum capital requirements and the FDIC determines that the activity does not present a significant risk to the FDIC’s Deposit Insurance Fund. Certain activities of subsidiaries that are engaged in activities permitted for national banks only through a financial subsidiary are subject to additional requirements. Federal Deposit Insurance. Kearny Bank’s deposits are insured to applicable limits by the FDIC. The general maximum deposit insurance amount is $250,000 per depositor. The FDIC assesses insured depository institutions to maintain the Deposit Insurance Fund (“DIF”). Under the FDIC’s risk-based assessment system, institutions deemed less risky pay lower assessments. Assessments for institutions of less than $10 billion of assets, such as Kearny Bank, are based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution’s failure within three years. The assessment range for insured institutions of less than $10 billion of total assets is 1.5 to 30 basis points of total assets less tangible equity. Assessment rates for institutions of Kearny Bank’s size ranged from 1.5 to 30 basis points effective through December 31, 2022. The FDIC has authority to increase insurance assessments and adopted a final rule in October 2022 to increase initial base deposit insurance assessment rates by 2 basis points beginning in the first quarterly assessment period of 2023. As a result, effective January 1, 2023, assessment rates for institutions of Kearny Bank’s size ranged from 2.5 to 32 basis points. 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, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance. Regulatory Capital Requirements. FDIC regulations require nonmember 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 of 8%, and a 4% Tier 1 capital to total assets leverage ratio. The current requirements implement recommendations of the Basel Committee on Banking Supervision and certain requirements of federal law. For purposes of the regulatory capital standards, 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 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 and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock 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, up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. At June 30, 2023, Kearny Bank has exercised the opt-out election regarding the treatment of Accumulated Other Comprehensive Income. In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including certain off-balance sheet assets, 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 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. At June 30, 2023, Kearny Bank exceeded all regulatory capital requirements. 22 In assessing an institution’s capital adequacy, the FDIC takes into consideration, not only these numeric factors, but also qualitative factors. The FDIC has the authority to establish higher capital requirements for individual institutions where deemed necessary. Depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria may elect to use the optional community bank leverage ratio framework, which requires maintaining a leverage ratio of greater than 9%, to satisfy the regulatory capital requirements, including the risk-based requirements. A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report. Kearny Bank did not opt into the community bank leverage ratio framework as of June 30, 2023. Regulations issued by the NJDBI establish generally similar regulatory capital standards for New Jersey-chartered savings banks such as Kearny Bank. Prompt Corrective Regulatory Action. Federal law requires that federal bank regulatory authorities take prompt corrective action with respect to institutions that do not meet minimum capital requirements. For these purposes, the law five capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly establishes undercapitalized” and “critically undercapitalized.” The FDIC has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be well capitalized if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is adequately capitalized if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is undercapitalized if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is categorized as significantly undercapitalized if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. Critically undercapitalized status is triggered if an institution has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. Qualifying banks that elect and comply with the community bank leverage ratio (as established by the regulatory agencies) are considered well-capitalized under the prompt corrective action regulations. Undercapitalized banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank’s compliance with such a plan must be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status adequately capitalized status. If an undercapitalized bank fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. Significantly undercapitalized banks must comply with one or more of a number of additional measures including, but not limited to, a required sale of sufficient voting stock to become adequately capitalized, a requirement to reduce total assets, cessation of taking deposits from correspondent banks, the dismissal of directors or officers and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. Critically undercapitalized institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after such status is triggered. These actions are in addition to other discretionary supervisory or enforcement actions that the FDIC may take. As of June 30, 2023, Kearny Bank was well capitalized. Dividend Limitations. Federal regulations impose various restrictions or requirements on Kearny Bank to pay dividends to Kearny Financial. An institution that is a subsidiary of a savings and loan holding company, such as Kearny Bank, must file notice with the Federal Reserve Board at least thirty days before paying a dividend. The Federal Reserve Board may disapprove a notice if: (i) the savings institution would be undercapitalized following the capital distribution; (ii) the proposed capital distribution raises safety and soundness concerns; or (iii) the capital distribution would violate a prohibition contained in any statute, regulation, enforcement action or agreement or condition imposed in connection with an application. New Jersey law specifies that no dividend may be paid if the dividend would impair the capital stock of the savings bank. In addition, no dividend may be paid unless the savings bank would, after payment of the dividend, have a surplus of at least 50% of its capital stock (or if the payment of dividend would not reduce surplus). 23 Transactions with Related Parties. Transactions between a depository institution (and, generally, its subsidiaries) and its related parties or affiliates are limited by Sections 23A and 23B of the Federal Reserve Act. An affiliate of an institution is any company or entity that controls, is controlled by or is under common control with the institution. In a holding company context, the parent holding company and any companies that are controlled by such parent holding company are affiliates of the institution. Generally, Section 23A of the Federal Reserve Act limits the extent to which the institution or its subsidiaries may engage in covered transactions with any one affiliate to 10% of such institution’s capital stock and surplus and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such institution’s capital stock and surplus. The term “covered transaction” includes an extension of credit, purchase of assets, issuance of a guarantee or letter of credit and similar transactions. In addition, loans or other extensions of credit by the institution to the affiliate are required to be collateralized in accordance with specified requirements. The law also requires that affiliate transactions generally be on terms and conditions that are substantially the same as, or at least as favorable to the institution as, those provided to non-affiliates. Kearny Bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, subject to certain exceptions, these provisions generally require that extensions of credit to insiders: • • be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of Kearny Bank’s regulatory capital. In addition, extensions of credit in excess of certain limits must be approved by Kearny Bank’s Board of Directors. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved. Community Reinvestment Act. Under the Community Reinvestment Act (the “CRA”), every insured depository institution, including Kearny 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. The CRA requires the FDIC to assess the depository institution’s record of meeting the credit needs of its community and consider that record in its consideration of certain applications by the institution, such as for a merger or the establishment of a branch office. The FDIC may use an unsatisfactory CRA examination rating as the basis for denying such an application. Kearny Bank received a satisfactory CRA rating from the FDIC in its most recent CRA evaluation. On May 5, 2022, the FDIC, the Federal Reserve Board and the Office of the Comptroller of the Currency released a notice of proposed rulemaking to “strengthen and modernize” the CRA regulations and the related regulatory framework. Commercial Real Estate Lending Concentrations. The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending. The particular focus is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be sensitive to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is not to limit a bank’s commercial real estate lending but to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance directs the FDIC and other federal bank regulatory agencies to focus their supervisory resources on institutions that may have significant commercial real estate loan concentration risk. A bank that has experienced rapid growth in commercial real estate lending, has notable exposure to a specific type of commercial real estate loan, or is approaching or exceeding the following supervisory criteria may be identified for further supervisory analysis with respect to real estate concentration risk: • • Total reported loans for construction, land development and other land represent 100% or more of the bank’s capital; or Total commercial real estate loans (as defined in the guidance) represent 300% or more of the bank’s total capital or the outstanding balance of the bank’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months. 24 The guidance provides that the strength of an institution’s lending and risk management practices with respect to such concentrations will be taken into account in supervisory guidance on evaluation of capital adequacy. Federal Home Loan Bank System. Kearny Bank is a member of the FHLB of New York, which is one of eleven regional Federal Home Loan Banks. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from funds deposited by financial institutions and proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members pursuant to policies and procedures established by the Board of Directors of the FHLB. As a member, Kearny Bank is required to purchase and maintain stock in the FHLB of New York in specified amounts. The FHLB imposes various limitations on advances such as limiting the amount of certain types of real estate related collateral and limiting total advances to a member. The FHLB of New York may pay periodic dividends to members. These dividends are affected by factors such as the FHLB’s operating results and statutory responsibilities that may be imposed such as providing certain funding for affordable housing and interest subsidies on advances targeted for low- and moderate-income housing projects. The payment dividends, or any particular amount of dividend, cannot be assumed. Other Laws and Regulations Interest and other charges collected or contracted for by Kearny Bank are subject to state usury laws and federal laws concerning interest rates. Kearny Bank’s operations are also subject to federal laws (and their implementing regulations) applicable to credit transactions, such as the: • • • • • • • Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one- to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services; Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and Truth in Savings Act, prescribing disclosure and advertising requirements with respect to deposit accounts. The operations of Kearny Bank also are subject to the: • • • • Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; Electronic Funds Transfer Act, and Regulation E promulgated thereunder, governing automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; Check Clearing for the 21st Century Act (also known as “Check 21”), which gives substitute checks, such as digital check images and copies made from that image, the same legal standing as the original paper check; USA PATRIOT Act, which requires institutions operating to, among other things, establish broadened anti- money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and 25 • • Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to opt out of the sharing of certain personal financial information with unaffiliated third parties. Banking organizations are required to notify their primary federal regulator as soon as possible and no later than 36 hours of determining that a “computer-security incident” that arises to the level of a “notification incident” has occurred. A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector. Bank service providers are also required to notify any affected bank to or on behalf of which the service provider provides services “as soon as possible” after determining that it has experienced an incident that materially disrupts or degrades, or is reasonably likely to materially disrupt or degrade, covered services provided to such bank for four or more hours. Regulation of Kearny Financial General. Kearny Financial is a savings and loan holding company within the meaning of federal law. Kearny Financial maintained its savings and loan holding company status (rather than becoming a bank holding company), notwithstanding the June 2017 conversion of Kearny Bank to a New Jersey savings bank charter, through Kearny Bank exercising an election available to it under federal law. Kearny Financial is required to file reports with, and is subject to regulation and examination by, the Federal Reserve Board. Kearny Financial must also obtain regulatory approval from the Federal Reserve Board before engaging in certain transactions, such as mergers with or acquisitions of other depository institutions. In addition, the Federal Reserve Board has enforcement authority over Kearny Financial and any non-depository subsidiaries. That permits the Federal Reserve Board to restrict or prohibit activities that are determined to pose a serious risk to Kearny Bank. This regulatory structure is intended primarily for protection of Kearny Bank’s depositors and not for the benefit of stockholders of Kearny Financial. The Federal Reserve Board has indicated that, to the greatest extent possible taking into account any unique characteristics of savings and loan holding companies and the requirements of federal law, its approach is to apply to savings and loan holding companies the supervisory principles applicable to the supervision of bank holding companies. The stated objective of the Federal Reserve Board is to ensure the savings and loan holding company and its non-depository subsidiaries are effectively supervised, can serve as a source of strength for and do not threaten the safety and soundness of, the subsidiary depository institution. Nonbanking Activities. As a savings and loan holding company, Kearny Financial is permitted to engage in those activities permissible under federal law for financial holding companies (if certain criteria are met and an election is submitted) and for multiple savings and loan holding companies. A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance, as well as activities that are incidental to financial activities or complementary to a financial activity. A multiple savings and loan holding company is generally limited to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act and certain additional activities authorized by federal regulations, subject to the approval of the Federal Reserve Board. Mergers and Acquisitions. Kearny Financial must generally obtain approval from the Federal Reserve Board before acquiring, directly or indirectly, more than 5% of the voting stock of another savings institution or savings and loan holding company or acquiring such an institution or holding company by merger, consolidation, or purchase of its assets. Federal law also prohibits a savings and loan holding company from acquiring more than 5% of a company engaged in activities other than those authorized for savings and loan holding companies by federal law or acquiring or retaining control of a depository institution that is not insured by the FDIC. In evaluating an application for Kearny Financial to acquire control of a savings institution, the Federal Reserve Board considers factors such as the financial and managerial resources and future prospects of Kearny Financial and the target institution, the effect of the acquisition on the risk to the deposit insurance fund, the convenience and the needs of the community served and competitive factors. A merger of another depository institution into Kearny Bank requires the prior approval of the NJDBI and FDIC, based on similar considerations. 26 Consolidated Capital Requirements. Consolidated regulatory capital requirements identical to those applicable to the subsidiary depository institutions (including the community bank leverage ratio alternative) apply to savings and loan holding companies with $3 billion or more of consolidated assets, including Kearny Financial. Kearny Financial was in compliance with the holding company capital requirements and the capital conservation buffer as of June 30, 2023. Source of Strength Doctrine; Dividends. Federal law extended the source of strength doctrine, which has long applied to bank holding companies, to savings and loan holding companies. The Federal Reserve Board has promulgated regulations implementing the source of strength policy, which requires holding companies to act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial distress. Further, the Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies that it has also applied to savings and loan holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Regulatory guidance provides for prior consultation with Federal Reserve supervisory staff as to dividends in certain circumstances, such as when the dividend is not covered by earnings for the period for which it is being paid, when net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or when the prospective rate of earnings retention by the holding company is inconsistent with its capital needs and overall financial condition. The ability of a holding company to pay dividends may be restricted if a subsidiary depository institution becomes undercapitalized. In addition, a subsidiary institution of a savings and loan holding company must file prior notice with the Federal Reserve Board, and receive its non-objection, before paying a dividend to the parent savings and loan holding company. Federal Reserve Board guidance also provides for regulatory review of certain stock redemption and repurchase proposals by holding companies. These regulatory policies could affect the ability of Kearny Financial to pay dividends, engage in stock redemptions or repurchases or otherwise engage in capital distributions. Qualified Thrift Lender Test. In order for Kearny Financial to be regulated by the Federal Reserve Board as a savings and loan holding company (rather than as a bank holding company), Kearny Bank must remain a qualified thrift lender under applicable law or satisfy the domestic building and loan association test under the Internal Revenue Code. Under the qualified thrift lender test, an institution is generally required to maintain at least 65% of its portfolio assets (total assets less: (i) specified liquid assets up to 20% of total assets; (ii) intangible assets, including goodwill; and (iii) the value of property used to conduct business) in certain qualified thrift investments (primarily residential mortgages and related investments, including certain mortgage-backed and related securities) in at least nine months out of each 12 month period. As of June 30, 2023, Kearny Bank met the qualified thrift lender test. Acquisition of Control. Under the federal Change in Bank Control Act, a notice must be submitted to the Federal Reserve Board if any person (including a company), or group acting in concert, seeks to acquire control of a savings and loan holding company. An acquisition of control can occur upon the acquisition of 10% or more of a class of voting stock of a savings and loan holding company or as otherwise defined by the Federal Reserve Board. Under the Change in Bank Control Act, the Federal Reserve Board has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial condition of the acquirer, and future prospects of the proposed acquirer, the competence and integrity of the proposed acquirer and the effects of the acquisition on competition. Any company that seeks to acquire “control” of Kearny Financial or Kearny Bank, within the meaning of the Savings and Loan Holding Company Act, must file an application, and receive the Federal Reserve Board’s prior approval under that statute. The Company would then be subject to regulation as a savings and loan holding company. The prior approval of the NJDBI would also be necessary for the acquisition of 25% of a class of the Company’s voting stock, or “control” as otherwise defined under New Jersey law. Incentive Compensation. In October 2022, the SEC adopted a final rule implementing the incentive-based compensation recovery (“clawback”) provisions of the Dodd-Frank Act. The final rule directs national securities exchanges and associations, including NASDAQ, to require listed companies to develop and implement clawback policies to recover erroneously awarded incentive-based compensation from current or former executive officers in the event of a required accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, and to disclose their clawback policies and any actions taken under these policies. On June 9, 2023, the SEC approved the NASDAQ proposed clawback listing standards, including the amendments that delay the effective date of the rules to October 2, 2023. Each listed issuer, including Kearny Financial, is required to adopt a clawback policy within 60 days after the effective date, or December 1, 2023. 27 Item 1A. Risk Factors An investment in our securities is subject to risks inherent in our business and the industry in which we operate. Before making an investment decision, you should carefully consider the risks and uncertainties described below and all other information included in this Annual Report on Form 10-K. The risks described below may adversely affect our business, financial condition and operating results. In addition to these risks and any other risks or uncertainties described in “Item 1. Business— Forward-Looking Statements” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” there may be additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and adversely affect our business, financial condition or operating results. The value or market price of our securities could decline due to any of these identified or other risks. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Economic and Market Area Changes in economic conditions, in particular an economic slowdown in the markets we operate in, could materially and negatively affect our business. Our business is directly impacted by factors such as economic, political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies and inflation, all of which are beyond our control. Any deterioration in economic conditions, whether caused by national or local concerns, in particular any further economic slowdown in the markets we operate in, could result in the following consequences, any of which could hurt our business materially: loan delinquencies may increase; problem assets and foreclosures may increase; demand for our products and services may decrease; low cost or non-interest bearing deposits may decrease; and collateral for loans made by us, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with our existing loans. Our success significantly depends upon the growth in population, income levels, deposits, and housing starts in our markets. If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally are unfavorable, our business may not succeed. An economic downturn or prolonged recession may result in the deterioration of the quality of our loan portfolio and reduce our level of deposits, which in turn would hurt its business. If we experience an economic downturn or a prolonged economic recession occurs in the economy as a whole, borrowers will be less likely to repay their loans as scheduled. Unlike many larger institutions, we are not able to spread the risks of unfavorable local economic conditions across a large number of diversified economies. An economic downturn could, therefore, result in losses that materially and adversely affect our business. Inflationary pressures and rising prices may affect our results of operations and financial condition. Inflation rose sharply at the end of 2021 and has remained at an elevated level through 2022 and 2023. Small to medium- sized businesses may be impacted more during periods of high inflation as they are not able to leverage economics of scale to mitigate cost pressures compared to larger businesses. Consequently, the ability of our business customers to repay their loans may deteriorate, and in some cases this deterioration may occur quickly, which would adversely impact our results of operations and financial condition. Furthermore, a prolonged period of inflation could cause wages and other costs to the Company to increase, which could adversely affect our results of operations and financial condition. Our stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions. Further, if we were unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, which have come under greater scrutiny in light of recent bank failures, it may have a material adverse effect on our financial condition and results of operations. On March 9, 2023, Silvergate Bank, La Jolla, California, announced its decision to voluntarily liquidate its assets and wind down operations. On March 10, 2023, Silicon Valley Bank, Santa Clara, California, was closed by the California Department of Financial Protection and Innovation (the “DFPI”), on March 12, 2023, Signature Bank, New York, New York, was closed by the New York State Department of Financial Services and on May 1, 2023, First Republic Bank, San Francisco, California, was closed by the DFPI, and in each case the FDIC was appointed receiver for the failed institution. These banks had elevated levels of uninsured deposits, which may be less likely to remain at the bank over time and less stable as a source of funding than insured deposits. These failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions. These events have led to a greater focus by institutions, investors and regulators on the on-balance sheet liquidity of and funding sources for financial institutions, the composition of its deposits, including the amount of uninsured deposits, the amount of accumulated other comprehensive loss, capital levels and interest rate risk management. 28 If we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, it may have a material adverse effect on our financial condition and results of operations. We must maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on other interest-earning assets. While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area. Additionally, deposit balances can decrease if customers perceive alternative investments as providing a better risk/ return tradeoff. Accordingly, as a part of our liquidity management, we must use a number of funding sources in addition to deposits and repayments and maturities of loans and investments, which may include Federal Home Loan Bank of New York advances, federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, pay our expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations. A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators. Depending on the capitalization status and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits. Our financial flexibility would be severely constrained if we were unable to maintain our access to funding or if adequate financing were not available at acceptable interest rates. Further, if we were required to rely more heavily on more expensive funding sources to support liquidity, our revenues may not increase proportionately to cover our increased costs. In this case, our operating margins and profitability would be adversely affected. If alternative funding sources were no longer available to us, we may need to sell a portion of our investment and/or loan portfolio to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets. As of June 30, 2023, we had a net unrealized loss of $156.1 million on our available-for-sale investment securities portfolio as a result of the rising interest rate environment. Our investment securities totaled $1.37 billion, or 17.0% of total assets, at June 30, 2023. The details of this portfolio are included in Note 4 to the consolidated financial statements. Severe weather could harm our business. Weather-related events, including those that may result from climate change, can disrupt our operations, result in damage to our properties, reduce or destroy the value of the collateral for our loans and negatively affect the local economies in which we operate, which could have a material adverse effect on our results of operations and financial condition. The occurrence of a natural disaster could result in one or more of the following: (i) an increase in loan delinquencies; (ii) an increase in problem assets and foreclosures; (iii) a decrease in the demand for our products and services; or (iv) a decrease in the value of the collateral for loans, especially real estate, in turn reducing clients’ borrowing power, the value of assets associated with problem loans and collateral coverage. Weather-related events may cause significant flooding and other storm-related damage and these outcomes may become more common in the future. Acts of terrorism, public health issues, and geopolitical and other external events could impact our ability to conduct business. Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems. Additionally, the metropolitan New York area and northern New Jersey remain central targets 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 our borrowers to repay their loans, reduce the value of collateral securing repayment of our 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 the emergence of widespread health emergencies or pandemics, cyber attacks or campaigns, military conflicts, terrorism or other geopolitical events, including the military conflict between Russia and Ukraine. The impact of 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 revenues and adversely affect our results of operations and financial condition, including capital and liquidity levels. 29 Our inability to achieve profitability on new branches may negatively affect our earnings. We have expanded our presence throughout our market area and we intend to pursue further expansion through de novo branching or the purchase of branches from other financial institutions. The profitability of our expansion strategy will depend on whether the income that we generate from the new branches will offset the increased expenses resulting from operating these branches. We expect that it may take a period of time before these branches can become profitable, especially in areas in which we do not have an established presence. During this period, the expense of operating these branches may negatively affect our net income. We face intense competition from other financial services and financial services technology companies, and competitive pressures could adversely affect our business or financial performance. We face intense competition in all of its markets and geographic regions. We expect competitive pressures to intensify in the future, especially in light of legislative and regulatory initiatives arising out of the recent global economic crisis, technological innovations that alter the barriers to entry, current economic and market conditions, and government monetary and fiscal policies. Competition with financial services technology companies, or technology companies partnering with financial services companies, may be particularly intense, due to, among other things, differing regulatory environments. Competitive pressures may drive us to take actions that we might otherwise eschew, such as lowering the interest rates or fees on loans or raising the interest rates on deposits in order to keep or attract high-quality clients. These pressures also may accelerate actions that we might otherwise elect to defer, such as substantial investments in technology or infrastructure. The actions that we take in response to competition may adversely affect its results of operations and financial condition. These consequences could be exacerbated if we are not successful in introducing new products and other services, achieving market acceptance of its products and other services, developing and maintaining a strong client base, or prudently managing expenses. Asset Quality and Interest Rate Changes in interest rates or the shape of the yield curve may adversely affect our profitability and financial condition. We derive our income mainly from the difference or spread between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the larger the spread, the more we earn. When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities will fluctuate. This can cause decreases in our spread and can adversely affect our income. Beginning in March 2022, in response to rising inflation, the Federal Reserve Board’s Federal Open Market Committee systemically increased the target rate from 0.00% – 0.25% to 5.25% – 5.50% in July 2023. In addition, at June 30, 2023, short- term rates were meaningfully lower than long-term rates, which results in an inverted yield curve. Our net interest spread and net interest margin are at risk of being reduced due to potential increases in our cost of funds that may outpace any increases in our yield on interest-earnings assets. Interest rates also affect how much money we lend. For example, when interest rates rise, the cost of borrowing increases and loan originations tend to decrease. In addition, changes in interest rates can affect the average life of loans and securities. For example, an increase in interest rates generally results in decreased prepayments of loans and mortgage-backed securities, as borrowers are less likely to refinance their debt. Changes in market interest rates also impact the value of our interest-earning assets and interest-bearing liabilities as well as the value of our derivatives portfolios. In particular, the unrealized gains and losses on securities available for sale and changes in the fair value of interest rate derivatives serving as cash flows hedges are reported, net of tax, in accumulated other comprehensive income which is a component of stockholders’ equity. Consequently, declines in the fair value of these instruments resulting from changes in market interest rates have, and may continue to, adversely affect stockholders’ equity. If our allowance for credit losses is not sufficient to cover actual loan losses, our earnings will decrease. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the required amount of the allowance for credit losses, we evaluate loans individually and establish credit loss allowances for specifically identified impairments. For loans not individually analyzed, we estimate losses and establish reserves based on reasonable and supportable forecasts and adjustments for qualitative factors. If the assumptions used in our calculation methodology are incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in further additions to our allowance. Our allowance for credit losses on loans was 0.83% of total loans at June 30, 2023 and significant additions to our allowance could materially decrease our net income. 30  In addition, bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or recognize further loan charge-offs. Any increase in our allowance for credit losses or loan charge- offs as required by these regulatory authorities might have a material adverse effect on our financial condition and results of operations. A significant portion of our assets consists of investment securities, which generally have lower yields than loans, and we classify a significant portion of our investment securities as available for sale, which creates potential volatility in our equity and may have an adverse impact on our net income. As of June 30, 2023, our securities portfolio totaled $1.37 billion, or 17.0% of our total assets. Investment securities typically have lower yields than loans. For the year ended June 30, 2023, the weighted average yield of our investment securities portfolio was 3.55%, as compared to 4.00% for our loan portfolio. Accordingly, our net interest margin is lower than it would have been if a higher proportion of our interest-earning assets consisted of loans. Additionally, at June 30, 2023, $1.23 billion, or 89.3% of our investment securities, are classified as available for sale and reported at fair value with unrealized gains or losses excluded from earnings and reported in other comprehensive income, which affects our reported equity. Accordingly, given the significant size of the investment securities portfolio classified as available for sale and due to possible mark-to-market adjustments of that portion of the portfolio resulting from market conditions, we may experience greater volatility in the value of reported equity. Moreover, given that we actively manage our investment securities portfolio classified as available for sale, we may sell securities which could result in a realized loss, thereby reducing our net income. Our commercial lending exposes us to additional risk. Over the past several years, we have increased our focus on commercial lending. Our increased commercial lending, however, exposes us to greater risks than one- to four-family residential lending. Unlike single-family, owner-occupied residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from employment and other income sources, and are secured by real property whose value tends to be more easily ascertainable and realizable, the repayment of commercial loans typically is dependent on the successful operation and income stream of the borrower, which can be significantly affected by economic conditions, and are secured, if at all, by collateral that is more difficult to value or sell or by collateral which may depreciate in value. In addition, commercial loans generally carry larger balances to single borrowers or related groups of borrowers than one- to four-family mortgage loans, which increases the financial impact of a borrower’s default. The risk exposure from our increased commercial lending is also a function of the markets in which we operate. Our commercial lending activity is generally focused on borrowers domiciled, and real estate located, within the states of New Jersey and New York. Regional risk factors and changes to local laws and regulations, including changes to rent regulations or foreclosure laws, may present greater risk than a more geographically diversified portfolio. Our increased commercial business and construction loan originations exposes us to increased credit risk. We have increased our originations of commercial business and construction loans, which generally have more risk than both one- to four-family residential and commercial mortgage loans. Since repayment of commercial business and construction loans may depend on the successful operation of the borrower’s business or the successful completion of a construction project, repayment of such loans can be affected by adverse conditions in the real estate market or the local economy. If we continue to increase our originations of these loans, it may be necessary to increase the level of our allowance for credit losses because of the increased risk characteristics associated with these types of loans. Any such increase to our allowance for credit losses would adversely affect our earnings. We have a significant concentration in commercial real estate loans. If our regulators were to curtail our commercial real estate lending activities, our earnings, dividend paying capacity and/or ability to repurchase shares could be adversely affected. In 2006, the FDIC, the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “Guidance”). The Guidance provides that a bank’s commercial real estate lending exposure may receive increased supervisory scrutiny when total non-owner occupied commercial real estate loans, including loans secured by multi-family property, non-owner occupied commercial real estate and construction loans, represent 300% or more of an institution’s total risk- based capital and the outstanding balance of the commercial real estate loan portfolio has increased by 50% or more during the preceding 36 months. Our level of non-owner occupied commercial real estate equaled 553% of Bank total risk-based capital at June 30, 2023, however our commercial real estate loan portfolio increased by only 31% during the preceding 36 months. 31 Income from secondary mortgage market operations is volatile, and we may incur losses with respect to our secondary mortgage market operations that could negatively affect our earnings. A component of our business strategy is to sell a portion of residential mortgage loans originated into the secondary market, earning non-interest income in the form of gains on sale. For the year ended June 30, 2023, gains attributable to the sale of residential mortgage loans totaled $760,000, or approximately 27.6% of our non-interest income, a decline of $1.7 million from $2.4 million for the year ended June 30, 2022. When interest rates rise, the demand for mortgage loans tends to fall and may reduce the number of loans we can originate for sale. Weak or deteriorating economic conditions also tend to reduce loan demand. If the residential mortgage loan demand decreases or we are unable to sell such loans for an adequate profit, then our non-interest income will likely decline which would adversely affect our earnings. We may be required to record impairment charges with respect to our investment securities portfolio. We review our securities portfolio at the end of each quarter to determine whether the fair value is below the current carrying value. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether we intend to sell, or it is more than likely than not that we will be required to sell the security before recovery of its amortized cost basis. If this assessment indicates that a credit loss exists, we would be required to record an impairment charge. We elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. A possible future downgrade of the sovereign credit ratings of the U.S. government and a decline in the perceived creditworthiness of U.S. government-related obligations could adversely impact the value of our investment securities portfolio. We cannot predict if, when or how any changes to the credit ratings or perceived creditworthiness of these organizations will affect economic conditions. A downgrade of the sovereign credit ratings of the U.S. government or the credit ratings of related institutions, agencies or instruments would significantly exacerbate the other risks to which we are subject and any related adverse effects on the business, financial condition and results of operations. At June 30, 2023, we had investment securities with fair values of approximately $1.36 billion on which we had approximately $171.7 million in gross unrealized losses and $274,000 of gross unrealized gains. The valuation and liquidity of our securities could be adversely impacted by reduced market liquidity, increased normal bid-asked spreads and increased uncertainty of market participants, which could reduce the market value of our securities, including those with no apparent credit exposure. The valuation of our securities requires judgment and as market conditions change security values may also change. Significant negative changes to valuations could result in impairments in the value of our securities portfolio, which could have an adverse effect on our financial condition or results of operations. Our investments in corporate and municipal debt securities, subordinated debt securities and collateralized loan obligations expose us to additional credit risks. The composition and allocation of our investment portfolio has historically emphasized U.S. agency mortgage-backed securities and U.S. agency debentures. While such assets remain a significant component of our investment portfolio at June 30, 2023, prior enhancements to our investment policies, strategies and infrastructure have enabled us to diversify the composition and allocation of our securities portfolio. Such diversification has included investing in corporate debt, municipal obligations, subordinated debt securities issued by financial institutions and collateralized loan obligations. With the exception of collateralized loan obligations, these securities are generally backed only by the credit of their issuers while investments in collateralized loan obligations generally rely on the structural characteristics of an individual tranche within a larger investment vehicle to protect the investor from credit losses arising from borrowers defaulting on the underlying securitized loans. While we have invested primarily in investment grade securities, these securities are not backed by the federal government and expose us to a greater degree of credit risk than U.S. agency securities. Any decline in the credit quality of these securities exposes us to the risk that the market value of the securities could decrease which may require us to write down their value and could lead to a possible default in payment. Source of Funds Our reliance on wholesale funding could adversely affect our liquidity and operating results. Among other sources of funds, we rely on wholesale funding, including short- and long-term borrowings, brokered deposits and non-brokered deposits acquired through listing services, to provide funds with which to make loans, purchase investment securities and provide for other liquidity needs. On June 30, 2023, wholesale funding totaled $2.15 billion, or approximately 26.6% of total assets. 32 In the future, this funding may not be readily replaced as it matures, or we may have to pay a higher rate of interest to maintain it. Not being able to maintain or replace those funds as they mature would adversely affect our liquidity. Paying higher interest rates to maintain or replace funding would adversely affect our net interest margin and operating results. Public funds deposits are a notable source of funds for us and a reduced level of those deposits may hurt our profits and liquidity position. Public funds deposits are a notable source of funds for our lending and investment activities. At June 30, 2023, $672.0 million, or 11.9% of our total deposits, consisted of public funds deposits from local government entities in the state of New Jersey, such as townships, counties and school districts. These deposits are collateralized by letters of credit from the FHLB or through the pledge of eligible investment securities. Given our reliance on these typically high-average balance public funds deposits as a source of funds, our inability to retain such funds could adversely affect our liquidity. Further, our public funds deposits are primarily floating rate interest-bearing demand deposit accounts and therefore their pricing is more sensitive to changes in interest rates. If we are forced to pay higher rates on our public funds accounts to retain those funds, or if we are unable to retain such funds and we are forced to rely on other sources of funds for our lending and investment activities, such as borrowings from the FHLB, the interest expense associated with these other funding sources may be higher than the rates we are currently paying on our public funds deposits, which would adversely affect our net interest income. Information Security Risks associated with system failures, service interruptions or other performance exceptions could negatively affect our earnings. Information technology systems are critical to our business. We use various technology systems to manage our client relationships, general ledger, securities investments, deposits, and loans. We have established policies and procedures to prevent or limit the effect of system failures, service interruptions or other performance exceptions, but such events may still occur or may not be adequately addressed if they do occur. In addition, performance failures or other exceptions of our client-facing technologies could deter clients from using our products and services. In addition, we outsource a majority of our data processing to certain third-party service providers. If these service providers encounter difficulties, or if we have difficulty communicating with them, our ability to timely and accurately process and account for transactions could be adversely affected. The occurrence of any system failures, service interruptions or other performance exceptions could damage our reputation and result in a loss of clients and business thereby subjecting us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations. Risks associated with cyber-security could negatively affect our earnings. The financial services industry has experienced an increase in both the number and severity of reported cyber-attacks aimed at gaining unauthorized access to bank systems as a way to misappropriate assets and sensitive information, corrupt and destroy data, or cause operational disruptions. We have established policies and procedures to prevent or limit the impact of security breaches, but such events may still occur or may not be adequately addressed if they do occur. Although we rely on security safeguards to secure our data, these safeguards may not fully protect our systems from compromises or breaches. We also rely on the integrity and security of a variety of third party processors, payment, clearing and settlement systems, as well as the various participants involved in these systems, many of which have no direct relationship with us. Failure by these participants or their systems to protect our clients' transaction data may put us at risk for possible losses due to fraud or operational disruption. Our clients are also the target of cyber-attacks and identity theft. Large scale identity theft could result in clients' accounts being compromised and fraudulent activities being performed in their name. We have implemented certain safeguards against these types of activities but they may not fully protect us from fraudulent financial losses. The occurrence of a breach of security involving our clients' information, regardless of its origin, could damage our reputation and result in a loss of clients and business and subject us to additional regulatory scrutiny, and could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations. 33 While our Board of Directors takes an active role in cybersecurity risk tolerance, we rely to a large degree on management and outside consultants in overseeing cybersecurity risk management. Our Board of Directors takes an active role in the cybersecurity risk tolerance of the Company and all members receive cybersecurity training annually. The Board reviews the annual risk assessments and approves information technology policies, which include cybersecurity. Furthermore, our Audit Committee is responsible for reviewing all audit findings related to information technology general controls, internal and external vulnerability, and penetration testing. The Board receives an annual information security report and the Enterprise Risk Management Committee receives an annual presentation from our Information Security Officer as it relates to cybersecurity and related issues. We also engage outside consultants to support our cybersecurity efforts. However, our directors do not have significant experience in cybersecurity risk management outside of the Company and therefore, its ability to fulfill its oversight function remains dependent on the input it receives from management and outside consultants. Regulatory Matters We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and regulations. The financial services industry is extensively regulated. Federal and state banking regulations are designed primarily to protect the deposit insurance funds and consumers, not to benefit a company’s shareholders. These regulations may sometimes impose significant limitations on operations. The significant federal and state banking regulations that affect us are described under the heading “Item 1. Business—Regulation.” These regulations, along with the currently existing tax, accounting, securities, insurance, and monetary laws, regulations, rules, standards, policies, and interpretations control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. New proposals for legislation continue to be introduced in the U.S. Congress that could further alter the regulation of the bank and non-bank financial services industries and the manner in which companies within the industry conduct business. In addition, federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied. Future changes in federal policy and at regulatory agencies may occur over time through policy and personnel changes, which could lead to changes involving the level of oversight and focus on the financial services industry. These changes may require us to invest significant management attention and resources to make any necessary changes to operations to comply and could have an adverse effect on our business, financial condition and results of operations. Changes to tax laws and regulations could adversely affect our financial condition or results of operations. Changes in tax laws and/or regulatory requirements could be enacted. These changes in the law may be retroactive to previous periods and as a result could negatively affect our current and future financial performance. An increase in our corporate tax rate could have an unfavorable impact on our earnings and capital generation abilities. Similarly, the Bank’s clients could experience varying effects from changes in tax laws and such effects, whether positive or negative, may have a corresponding impact on our business and the economy as a whole. In addition, changes to regulatory requirements could increase our costs of regulatory compliance and may significantly affect the markets in which we do business, the markets for and value of our loans and investments, and our ongoing operations, costs and profitability. Business Issues We hold certain intangible assets, including goodwill, which could become impaired in the future. If these assets are considered to be either partially or fully impaired in the future, our earnings would decrease. At June 30, 2023, we had approximately $213.4 million in intangible assets on our balance sheet comprising $210.9 million of goodwill and $2.5 million of core deposit intangibles. We are required to periodically test our goodwill and identifiable intangible assets for impairment. The impairment testing process considers a variety of factors, including the current market price of our common stock, the estimated net present value of our assets and liabilities, and information concerning the terminal valuation of similarly situated insured depository institutions. If an impairment determination is made in a future reporting period, our earnings and the book value of these intangible assets will be reduced by the amount of the impairment. If an impairment loss is recorded, it will have little or no impact on the tangible book value of our common stock or our regulatory capital levels, but recognition of such an impairment loss could significantly restrict Kearny Bank’s ability to make dividend payments to Kearny Financial and therefore adversely impact our ability to pay dividends to stockholders. 34 We cannot guarantee that our allocation of capital to various alternatives, including stock repurchase plans, will enhance long-term stockholder value. Our business plan calls for us to execute a variety of strategies to allocate and deploy any excess capital including, but not limited to, continued organic balance sheet growth and diversification, implementation of stock repurchase plans and payment of regular cash dividends. Additionally, we will carefully consider acquisition opportunities to further deploy capital when we expect such opportunities to significantly enhance long-term shareholder value. If we are unable to effectively and timely deploy capital through these strategies, it may constrain growth in earnings and return on equity and thereby diminish potential growth in stockholder value. On August 1, 2022, we announced that our Board authorized a new stock repurchase plan to acquire up to 4,000,000 shares of the Company’s outstanding common stock. Repurchases are made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, contains a number of changes to U.S. federal tax laws. One such change is a 1% excise tax on stock repurchases, which increased the cost of stock repurchases and may impact our future decisions on how to return value to stockholders in the most efficient manner. Our acquisitions and the integration of acquired businesses, subject us to various risks and may not result in all of the cost savings and benefits anticipated, which could adversely affect our financial condition or results of operations. We have in the past, and may in the future, seek to grow our business by acquiring other businesses. There is risk that our acquisitions may not have the anticipated positive results, including results relating to: correctly assessing the asset quality of the assets being acquired; the total cost and time required to complete the integration successfully; being able to profitably deploy funds acquired in an acquisition; or the overall performance of the combined entity. Acquisitions may also result in business disruptions that could cause clients to remove their accounts from us and move their business to competing financial institutions. It is possible that the integration process related to acquisitions could result in the disruption of our ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to maintain relationships with clients and employees. The loss of key employees in connection with an acquisition could adversely affect our ability to successfully conduct our business. Acquisition and integration efforts could divert management attention and resources, which could have an adverse effect on our financial condition and results of operations. Additionally, the operation of the acquired branches may adversely affect our existing profitability, and we may not be able to achieve results in the future similar to those achieved by the existing banking business or manage growth resulting from the acquisition effectively. Because the nature of the financial services business involves a high volume of transactions, we face significant operational risks. We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of the internal control system and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and client attrition due to potential negative publicity. In the event of a breakdown in the internal control system, improper operation of systems or improper employee actions, we could suffer financial loss, face regulatory action, and suffer damage to our reputation. Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses. Our risk management framework is designed to effectively manage and mitigate risk while minimizing exposure to potential losses. We seek to identify, measure, monitor, report and control our exposure to risk, including strategic, market, liquidity, compliance and operational risks. While we use a broad and diversified set of risk monitoring and mitigation techniques, these techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or unknown risks. Recent economic conditions and heightened legislative and regulatory scrutiny of the financial services industry, among other developments, have increased our level of risk. Accordingly, we could suffer losses as a result of our failure to properly anticipate and manage these risks. 35 We could be adversely affected by failure in our internal controls. A failure in our internal controls could have a significant negative impact not only on our earnings, but also on the perception that clients, regulators and investors may have of us. We continue to devote a significant amount of effort, time and resources to continually strengthening our controls and ensuring compliance with complex accounting standards and banking regulations. The inability to attract and retain key personnel could adversely affect our business. The successful execution of our business strategy is partially dependent on our ability to attract and retain experienced and qualified personnel. Failure to do so could adversely affect our strategy, client relationships and internal operations. Item 1B. Unresolved Staff Comments Not applicable. Item 2. Properties The Company and the Bank conduct business from their corporate headquarters at 120 Passaic Avenue in Fairfield, New Jersey and from administrative offices located in Fairfield, Clifton and Oakhurst, New Jersey. At June 30, 2023, the Company operated 43 branch offices located in Bergen, Essex, Hudson, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset and Union counties, New Jersey and Kings and Richmond counties, New York. At June 30, 2023, 18 of our branch offices are leased with remaining terms between seven months and nine years. At June 30, 2023, our net investment in property and equipment totaled $48.3 million. Additional information regarding our properties as of June 30, 2023, is presented in Note 8 to the audited consolidated financial statements. Item 3. Legal Proceedings We are, from time to time, party to routine litigation, which arises in the normal course of business, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. At June 30, 2023, there were no lawsuits pending or known to be contemplated against us that would be expected to have a material effect on operations or income. Item 4. Mine Safety Disclosures Not applicable. 36 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (a) Market Information. The Company’s common stock trades on The NASDAQ Global Select Market under the symbol “KRNY.” Declarations of dividends by the Board of Directors depend on a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic conditions. The timing, frequency and amount of dividends are determined by the Board of Directors. The Company’s ability to pay dividends may also depend on the receipt of dividends from the Bank, which is subject to a variety of limitations under federal banking regulations regarding the payment of dividends. For discussion of corporate and regulatory limitations applicable to the payment of dividends, see “Item 1. Business-Regulation.” As of August 18, 2023, there were 4,207 registered holders of record of the Company’s common stock. Certain shares of the Company are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. (b) Use of Proceeds. Not applicable. (c) Issuer Purchases of Equity Securities. Set forth below is information regarding the Company’s stock repurchases during the fourth quarter of the fiscal year ended June 30, 2023. Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs April 1-30, 2023 May 1-31, 2023 June 1-30, 2023 Total 596,479 $ 216,027 $ — $ 812,506 $ 7.91 7.62 — 7.83 596,479 216,027 — 1,720,774 1,504,747 1,504,747 812,506 1,504,747 On August 1, 2022, the Company announced the authorization of a new stock repurchase plan to repurchase up to 4,000,000 shares. This current plan has no expiration date. 37 Stock Performance Graph. The following graph compares the cumulative total shareholder return on the Company’s common stock with the cumulative total return on the NASDAQ Composite Index and a peer group of the S&P U.S. SmallCap Banks Index, in each case assuming an investment of $100 as of June 30, 2018. Total return assumes the reinvestment of all dividends. Kearny Financial Corp. NASDAQ Composite Index S&P U.S. SmallCap Banks Index At June 30, 2018 2019 2020 2021 2022 2023 $ 100 $ 102 $ 64 $ 97 $ 93 $ 100 100 108 92 137 69 199 116 152 107 62 192 87 The NASDAQ Composite Index measures all NASDAQ domestic and international based common type stocks listed on The NASDAQ Stock Market. The S&P U.S. SmallCap Banks Index includes all major exchange (NYSE, NYSE American and NASDAQ) traded banks under $15 billion in market capitalization in S&P’s coverage universe. There can be no assurance that the Company’s future stock performance will be the same or similar to the historical stock performance shown in the graph above. The Company neither makes nor endorses any predictions as to stock performance. Item 6. [Reserved] 38 Index ValueTotal Return PerformanceKearny Financial Corp.Nasdaq Composite IndexS&P U.S. SmallCap Banks Index06/30/1806/30/1906/30/2006/30/2106/30/2206/30/23050100150200250 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations General This discussion and analysis reflects Kearny Financial Corp.’s consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. You should read the information in this section in conjunction with the business and financial information regarding Kearny Financial Corp. and the audited consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K. Critical Accounting Policies and Estimates Our accounting policies are integral to understanding the results reported. We describe them in detail in Note 1 to our audited consolidated financial statements. In preparing the audited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the Consolidated Statements of Financial Condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for credit losses and goodwill. Allowance for Credit Losses. The determination of our allowance for credit losses on loans (“ACL”) is considered a critical accounting estimate by management because of the high degree of judgment involved in determining qualitative loss factors, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded ACL. See Note 1 to our audited consolidated financial statements for a detailed discussion of our accounting policies and methodologies for establishing the ACL. Management believes the following information may enable investors to better understand the changes in our ACL. Our ACL totaled $48.7 million and $47.1 million at June 30, 2023 and 2022, respectively. The $1.7 million increase in our ACL was primarily driven by our collectively evaluated loans. The quantitative component of our ACL, which is largely based on the national unemployment rate forecast, increased $8.5 million, which largely resulted from loan growth, slower prepayment speeds and a higher forecasted national unemployment rate. The qualitative component of our ACL, which is largely based on management’s judgment of qualitative loss factors, decreased $6.5 million. Our ACL totaled $48.7 million at June 30, 2023 and the amount allocated to our collectively evaluated multi-family and nonresidential mortgage loans was $32.0 million, of which $23.3 million was attributable to qualitative loss factors. Changes in managements’ judgement of qualitative loss factors could result in a significant change to the ACL. As described in Note 1, qualitative loss factors are applied to each portfolio segment with the amounts judgmentally determined by the relative risk to the most severe loss periods identified in the historical loan charge-offs of a peer group of similar-sized regional banks. At June 30, 2023, the most severe historical loss rate for multi-family and nonresidential mortgages loans was 1.72%. Management performed a hypothetical sensitivity analysis to understand the impact of a change in a key input on our ACL. At June 30, 2023, if the four-quarter national unemployment rate forecast had been 9% rather than an average of approximately 4.0%, our ACL as a percent of total loans would have increased 33 basis points from 0.83% to 1.16%. This sensitivity analysis includes the impact to both the quantitative and qualitative components of our ACL. Changes in quantitative inputs and qualitative loss factors may not occur in the same direction or magnitude across all segments of our loan portfolio and deterioration in some quantitative inputs and qualitative loss factors 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. Our ACL on individually analyzed loans is determined on an individual basis using the present value of expected cash flows discounted using the loan’s effective interest rate or, for collateral-dependent loans, the fair value of the collateral, less estimated selling costs, as applicable. Our ACL on individually analyzed loans decreased $315,000 during the year ended June 30, 2023. 39 Goodwill. We have goodwill of $210.9 million at June 30, 2023. Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In assessing impairment, we have the option to perform a qualitative analysis to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount. Due to a significant decline in bank stock prices, triggered by regional bank failures, we performed a quantitative goodwill impairment during the fourth quarter of the year ended June 30, 2023. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit were to exceed its estimated fair value, and impairment loss would be recorded. The quantitative assessment of goodwill for our single reporting unit was performed utilizing a discounted cash flow analysis (“income approach”) and estimates of selected market information (“market approaches”). The result of the income approach was weighted at 50% and the results of the market approaches comprised the remaining 50% in determining the fair value of our single reporting unit. The fair value of our single reporting unit exceeded its carrying value and no impairment charges were recorded for the year ended June 30, 2023. Determining fair value of our single reporting unit is subject to uncertainty as it is reliant on projected future cash flows, discount rate assumption, and market estimates. In the future, changes in projected future cash flows, discount rate assumption, or market estimates could result in material goodwill impairment. To quantify the impact of a potential goodwill impairment charge at June 30, 2023, the impact of a five percent impairment charge on goodwill would result in a reduction in pre-tax income of approximately $10.5 million. 40 Financial Overview The following financial information and other data in this section are derived from our audited consolidated financial statements and should be read together therewith: Balance Sheet Data: Cash and equivalents Assets Net loans receivable Investment securities available for sale Investment securities held to maturity Goodwill Deposits Borrowings Stockholders' equity Summary of Operations: Interest income Interest expense Net interest income Provision for (reversal of) credit losses Net interest income after provision for (reversal of) credit losses Non-interest income Non-interest expenses Income before taxes Income tax expense Net income Per Share Data: At June 30, 2023 2022 2021 (In Thousands) $ 70,515 $ 101,615 $ 67,855 8,064,815 5,780,687 1,227,729 146,465 210,895 5,629,183 1,506,812 869,284 7,719,883 5,370,787 1,344,093 118,291 210,895 7,283,735 4,793,229 1,676,864 38,138 210,895 5,862,256 5,485,306 901,337 894,000 685,876 1,042,944 For the Years Ended June 30, 2023 2022 2021 (Dollars in Thousands, Except Per Share Amounts) $ 293,724 $ 226,272 $ 238,085 117,859 175,865 2,486 173,379 2,751 123,751 52,379 11,568 40,811 $ 29,669 196,603 (7,518) 204,121 13,934 125,708 92,347 24,800 67,547 $ 49,851 188,234 (1,121) 189,355 21,026 125,885 84,496 21,263 63,233 $ Net income per share - Basic and diluted $ 0.63 $ 0.95 $ 0.77 Weighted average number of common shares outstanding (in thousands): Basic Diluted Cash dividends per share Dividend payout ratio(1) ________________________________________ (1) Represents cash dividends declared divided by net income. 64,804 64,804 70,911 70,933 $ 0.44 $ 0.43 $ 70.2 % 45.1 % 82,387 82,391 0.35 45.1 % 41 Performance ratios: Return on average assets (ratio of net income to average total assets) Return on average equity (ratio of net income to average total equity) Return on average tangible equity (ratio of net income to average tangible equity)(1) Net interest rate spread Net interest margin Average interest-earning assets to average interest-bearing liabilities Efficiency ratio(2) Non-interest expense to average assets Asset Quality Ratios: Non-performing loans to total loans Non-performing assets to total assets Net charge-offs to average loans outstanding Allowance for credit losses to total loans At or For the Years Ended June 30, 2023 2022 2021 0.51 % 4.66 % 6.17 % 2.09 % 2.34 % 0.93 % 6.86 % 8.77 % 2.86 % 2.94 % 0.86 % 5.79 % 7.22 % 2.61 % 2.75 % 115.66 % 118.93 % 118.63 % 69.28 % 1.53 % 59.71 % 1.73 % 60.16 % 1.72 % 0.73 % 0.69 % 0.01 % 0.83 % 1.30 % 1.19 % 0.07 % 0.87 % 1.64 % 1.10 % 0.03 % 1.19 % Allowance for credit losses to non-performing loans 114.33 % 66.92 % 72.92 % Capital Ratios: Average equity to average assets 10.85 % 13.52 % 14.88 % Equity to assets at period end Tangible equity to tangible assets at period end(3) ________________________________________ (1) Average tangible equity equals average total stockholders’ equity reduced by average goodwill and average core deposit intangible assets. (2) Efficiency ratio equals non-interest expense divided by the sum of net interest income and non-interest income. (3) Tangible equity equals total stockholders’ equity reduced by goodwill and core deposit intangible assets. 11.58 % 10.78 % 8.35 % 9.06 % 11.72 % 14.32 % Comparison of Financial Condition at June 30, 2023 and June 30, 2022 Executive Summary. Total assets increased by $344.9 million, or 4.5%, to $8.06 billion at June 30, 2023 from $7.72 billion at June 30, 2022. The increase primarily reflected an increase in net loans receivable, partially offset by a decrease in investment securities. Investment Securities. Investment securities available for sale decreased by $116.4 million to $1.23 billion at June 30, 2023 from $1.34 billion at June 30, 2022. This decrease was largely the result of principal repayments of $124.7 million, sales of $120.4 million and a $38.1 million decrease in the fair value of the portfolio to a net unrealized loss of $156.1 million, partially offset by purchases of $166.5 million. Investment securities held to maturity increased by $28.2 million to $146.5 million at June 30, 2023 from $118.3 million at June 30, 2022. The increase was largely the result of purchases of $40.4 million, partially offset by principal repayments of $12.1 million. Additional information regarding investment securities at June 30, 2023 is presented under “Item 1. Business” of this Annual Report on Form 10-K, as well as in Note 4 to the audited consolidated financial statements. Loans Held-for-Sale. Loans held-for-sale totaled $9.6 million at June 30, 2023 as compared to $28.9 million at June 30, 2022 and are reported separately from the balance of net loans receivable. Loans held-for-sale consisted of residential mortgage loans of $9.6 million at June 30, 2023 as compared to residential mortgage loans and commercial mortgage loans of $7.1 million and $21.7 million, respectively, at June 30, 2022. During the year ended June 30, 2023, we sold $103.8 million of residential mortgage loans, resulting in a net gain on sale of $760,000, and $25.3 million of commercial mortgage loans, resulting in a net loss on sale of $2.5 million. 42 Net Loans Receivable. Net loans receivable increased by $409.9 million, or 7.6%, to $5.78 billion at June 30, 2023 from $5.37 billion at June 30, 2022. Detail regarding the change in the loan portfolio is presented below: Commercial loans: Multi-family mortgage Nonresidential mortgage Commercial business Construction Total commercial loans June 30, 2023 June 30, 2022 Increase/ (Decrease) (In Thousands) $ 2,761,775 $ 2,409,090 $ 352,685 968,574 146,861 226,609 1,019,838 176,807 140,131 4,103,819 3,745,866 (51,264) (29,946) 86,478 357,953 One- to four-family residential mortgage 1,700,559 1,645,816 54,743 Consumer loans: Home equity loans Other consumer Total consumer loans 43,549 2,549 46,098 42,028 2,866 44,894 1,521 (317) 1,204 Total loans 5,850,476 5,436,576 413,900 Unaccreted yield adjustments Allowance for credit losses (21,055) (48,734) (18,731) (47,058) (2,324) (1,676) Net loans receivable $ 5,780,687 $ 5,370,787 $ 409,900 Commercial loan origination volume for the year ended June 30, 2023 totaled $895.9 million, comprised of $716.4 million of commercial mortgage loan originations, $91.8 million of commercial business loan originations and construction loan disbursements of $87.7 million. One- to four-family residential mortgage loan origination volume, excluding loans held-for-sale, totaled $197.8 million for the year ended June 30, 2023 and was supplemented with loan purchases totaling $656,000. Home equity loan and line of credit origination volume for the same period totaled $26.0 million. Additional information about our loans at June 30, 2023 is presented under “Item 1. Business” of this Annual Report on Form 10-K, as well as in Note 5 to the audited consolidated financial statements. Nonperforming Loans and TDRs. Nonperforming loans decreased by $27.7 million to $42.6 million, or 0.73% of total loans, at June 30, 2023 from $70.3 million, or 1.30% of total loans, at June 30, 2022. The decrease in nonperforming loans was largely attributable to a decrease of $15.4 million in nonperforming nonresidential mortgage loans and a decrease of $7.5 million in nonperforming multi-family mortgage loans. TDRs are loans where we have modified the contractual terms of the loan as a result of the financial condition of the borrower. Subsequent to their modification, TDRs are placed on non-accrual until such time as satisfactory payment performance has been demonstrated, at which time the loan may be returned to accrual status. At June 30, 2023, we had accruing TDRs totaling $10.5 million, an increase of $1.8 million from $8.7 million at June 30, 2022. At June 30, 2023, we had non-accrual TDRs totaling $6.9 million, a decrease of $6.6 million from $13.5 million at June 30, 2022. Additional information about nonperforming loans and TDRs at June 30, 2023 is presented under “Item 1. Business” of this Annual Report on Form 10-K, as well as in Note 5 to the audited consolidated financial statements. 43 Allowance for Credit Losses. At June 30, 2023, the ACL totaled $48.7 million, or 0.83% of total loans, reflecting an increase of $1.7 million from $47.1 million, or 0.87% of total loans, at June 30, 2022. The increase was largely attributable to a provision for credit losses of $2.5 million, primarily driven by loan growth, partially offset by a reduction in the expected life of the loan portfolio. Partially offsetting the provision for credit losses were net charge-offs of $810,000, of which $396,000 had been individually reserved for within the ACL at June 30, 2022. Additional information about the allowance for credit losses at June 30, 2023 is presented under “Item 1. Business” of this Annual Report on Form 10-K, as well as in Note 1 and Note 6 to the audited consolidated financial statements. Other Assets. The aggregate balance of other assets, including premises and equipment, FHLB stock, interest receivable, goodwill, core deposit intangibles, bank owned life insurance, deferred income taxes, OREO and other assets, increased by $73.6 million to $829.8 million at June 30, 2023 from $756.2 million at June 30, 2022. The increase in other assets largely reflected a $24.6 million increase in FHLB stock, a $23.8 million increase in the fair value of our derivatives portfolio and a $12.8 million increase in OREO. The increase in OREO was a result of our acquisition of a $13.0 million nonresidential real estate property through foreclosure. The remaining change generally reflected normal operating fluctuations within these line items. Deposits. Total deposits decreased by $233.1 million, or 4.0%, to $5.63 billion at June 30, 2023 from $5.86 billion at June 30, 2022. Included in total deposits are brokered and listing service time deposits of $640.5 million and $773.5 million at June 30, 2023 and 2022, respectively. The following table sets forth the distribution of, and changes in, deposits, by type, at the dates indicated: Non-interest-bearing deposits $ 609,999 $ 653,899 $ (43,900) June 30, 2023 June 30, 2022 Increase/ (Decrease) (In Thousands) Interest-bearing deposits: Interest-bearing demand Savings Certificates of deposit Interest-bearing deposits Total deposits 2,252,912 748,721 2,017,551 5,019,184 2,265,597 1,053,198 1,889,562 5,208,357 (12,685) (304,477) 127,989 (189,173) $ 5,629,183 $ 5,862,256 $ (233,073) Uninsured deposits totaled $1.77 billion as of June 30, 2023 compared to $1.53 billion as of June 30, 2022. Excluding collateralized deposits of state and local governments, and deposits of the Bank’s wholly-owned subsidiary and holding company, uninsured deposits totaled $710.4 million, or 12.6% of total deposits, at June 30, 2023 compared to $792.1 million, or 13.5% of total deposits, at June 30, 2022. Additional information about our deposits at June 30, 2023 is presented under “Item 1. Business” of this Annual Report on Form 10-K, as well as in Note 10 to the audited consolidated financial statements. Borrowings. The balance of borrowings increased by $605.5 million, or 67.2%, to $1.51 billion at June 30, 2023 from $901.3 million at June 30, 2022 which included overnight borrowings totaling $225.0 million and $250.0 million at June 30, 2023 and 2022, respectively. The increase was primarily driven by a net increase in FHLB advances. Additional information about our borrowings at June 30, 2023 is presented under “Item 1. Business” of this Annual Report on Form 10-K, as well as in Note 11 to the audited consolidated financial statements. Other Liabilities. The balance of other liabilities, including advance payments by borrowers for taxes and other miscellaneous liabilities, decreased by $2.8 million to $59.5 million at June 30, 2023 from $62.3 million at June 30, 2022. The change in the balance of other liabilities generally reflected normal operating fluctuations within these line items. Stockholders’ Equity. Stockholders’ equity decreased by $24.7 million to $869.3 million at June 30, 2023 from $894.0 million at June 30, 2022. The decrease in stockholders’ equity during the year ended June 30, 2023 largely reflected dividends totaling $28.7 million and share repurchases totaling $27.4 million. In addition, other comprehensive loss, net of tax, was $13.7 million, which was driven by a decline in the fair value of our available for sale securities, partially offset by an increase in the fair value of our derivatives portfolio. These items were partially offset by net income of $40.8 million. 44 Book value per share increased by $0.18 to $13.20 at June 30, 2023 while tangible book value per share increased by $0.06 to $9.96 at June 30, 2023. On August 1, 2022, we announced that the Board of Directors had authorized a new stock repurchase plan to repurchase up to 4,000,000 shares, and the completion of our previous stock repurchase plan, which authorized the repurchase of 7,602,021 shares. During the year ended June 30, 2023, we repurchased 2,820,398 shares of common stock at a cost of $27.4 million, or $9.73 per share, including 2,495,253 shares, or 62.4% of the shares authorized for repurchase under the current repurchase program, at a cost of $23.8 million, or $9.54 per share. Comparison of Operating Results for the Years Ended June 30, 2023 and June 30, 2022 Net Income. Net income for the year ended June 30, 2023 was $40.8 million, or $0.63 per diluted share, a decrease of 39.6% from $67.5 million, or $0.95 per diluted share for the year ended June 30, 2022. The decrease in net income reflected a decrease in net interest income, an increase in the provision for credit losses and a decrease in non-interest income, partially offset by a decrease in non-interest expense and a decrease in income tax expense. Net income for the years ended June 30, 2023 and June 30, 2022 was impacted by various non-recurring items, as described in further detail below. Net Interest Income. Net interest income decreased by $20.7 million to $175.9 million for the year ended June 30, 2023. The decrease between the comparative periods resulted from an increase of $88.2 million in interest expense, partially offset by an increase of $67.5 million in interest income. Included in net interest income for the years ended June 30, 2023 and 2022, respectively, was purchase accounting accretion of $5.3 million and $9.0 million and loan prepayment penalty income of $895,000 and $5.4 million. Net interest margin decreased 60 basis points to 2.34% for the year ended June 30, 2023, from 2.94% for the year ended June 30, 2022. The decrease reflected increases in the cost and average balance of interest-bearing liabilities, partially offset by increases in the yield on and average balance of interest-earning assets. The increased cost of interest-bearing liabilities and yield on interest-earning assets is the result of higher market interest rates that were caused by an increase in the federal funds target rate from 0% - 0.25% in March 2022 to 5.00% - 5.25% in May 2023. 45 Details surrounding the composition of, and changes to, net interest income are presented in the table below which reflects the components of the average balance sheet and of net interest income for the periods indicated. We derived the average yields and costs by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented with daily balances used to derive average balances. No tax equivalent adjustments have been made to yield or costs. Non-accrual loans were included in the calculation of average balances, however interest receivable on these loans has been fully reserved for and therefore not included in interest income. The yields and costs set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense and exclude the impact of prepayment penalties, which are recorded to non-interest income. For the Years Ended June 30, 2023 2022 2021 Average Balance Interest Average Yield/ Cost Average Balance Interest Average Yield/ Cost Average Balance Interest Average Yield/ Cost (Dollars in Thousands) $ 5,827,123 $ 233,147 4.00 % $ 4,922,400 $ 190,520 3.87 % $ 4,866,436 $ 202,240 4.16 % 1,532,961 54,855 30,332 694 115,390 5,028 3.58 2.29 4.36 3.91 1,622,475 32,746 55,981 82,802 1,273 1,733 6,683,658 226,272 2.02 2.27 2.09 3.39 1,571,452 31,238 74,604 200,435 1,652 2,955 6,712,927 238,085 1.99 2.21 1.47 3.55 Interest-earning assets: Loans receivable (1) Taxable investment securities(2) Tax-exempt securities (2) Other interest-earning assets(3) Total interest-earning assets 7,505,806 293,724 Non-interest-earning assets Total assets 563,131 $ 8,068,937 598,712 $ 7,282,370 620,934 $ 7,333,861 Interest-bearing liabilities: Interest-bearing demand $ 2,349,802 $ 40,650 Savings 896,651 3,351 Certificates of deposit 2,083,864 34,162 Total interest-bearing deposits 5,330,317 78,163 FHLB advances Other borrowings 1,101,658 37,734 57,468 1,962 Total borrowings 1,159,126 39,696 Total interest-bearing liabilities 6,489,443 117,859 Non-interest-bearing liabilities(4) 704,136 Total liabilities Stockholders' equity Total liabilities and stockholders' equity 7,193,579 875,358 $ 8,068,937 1.73 0.37 1.64 1.47 3.43 3.41 3.42 1.82 $ 2,067,200 $ 5,123 1,088,971 1,711,276 1,190 8,895 4,867,447 15,208 679,388 14,067 72,841 394 752,229 14,461 5,619,676 29,669 0.25 0.11 0.52 0.31 2.07 0.54 1.92 0.53 $ 1,726,190 $ 7,028 1,066,794 3,299 1,931,887 21,208 4,724,871 31,535 931,148 18,314 2,563 2 933,711 18,316 5,658,582 49,851 0.41 0.31 1.10 0.67 1.97 0.06 1.96 0.88 678,143 6,297,819 984,551 $ 7,282,370 583,886 6,242,468 1,091,393 $ 7,333,861 Net interest income Interest rate spread(5) Net interest margin(6) Ratio of interest-earning assets to interest-bearing liabilities $ 175,865 $ 196,603 $ 188,234 2.09 % 2.34 % 2.86 % 2.94 % 2.67 % 2.80 % 1.16 1.19 1.19 ________________________________________ (1) Loans held-for-sale and non-accruing loans have been included in loans receivable and the effect of such inclusion was not material. Allowance for credit losses has been included in non-interest-earning assets. (2) Fair value adjustments have been excluded in the balances of interest-earning assets. (3) (4) Includes interest-bearing deposits at other banks and FHLB of New York capital stock. Includes average balances of non-interest-bearing deposits of $644.5 million, $624.7 million and $518.1 million for the years ended June 30, 2023, 2022 and 2021, respectively. Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities. (5) (6) Net interest margin represents net interest income as a percentage of average interest-earning assets. 46 The following table reflects the dollar amount of changes in interest income and interest expense to changes in volume and in prevailing interest rates during the periods indicated. Each category reflects the: (1) changes in volume (changes in volume multiplied by old rate); (2) changes in rate (changes in rate multiplied by old volume); and (3) net change. The net change attributable to the combined impact of volume and rate has been allocated proportionally to the absolute dollar amounts of change in each. Year Ended June 30, 2023 versus Year Ended June 30, 2022 Year Ended June 30, 2022 versus Year Ended June 30, 2021 Increase (Decrease) Due to Increase (Decrease) Due to Volume Rate Net Volume Rate Net (In Thousands) (In Thousands) Interest and dividend income Loans receivable $ 36,040 $ 6,587 $ 42,627 $ 2,337 $ (14,057) $ (11,720) Taxable investment securities (1,901) 24,010 22,109 Tax-exempt securities Other interest-earning assets (590) 876 11 2,419 (579) 3,295 1,030 (423) (2,157) 478 44 935 1,508 (379) (1,222) Total interest-earning assets $ 34,425 $ 33,027 $ 67,452 $ 787 $ (12,600) $ (11,813) Interest expense: Interest-bearing demand $ 802 $ 34,725 $ 35,527 $ 1,216 $ (3,121) $ (1,905) Savings Certificates of deposit Borrowings (243) 2,320 10,324 2,404 22,947 14,911 2,161 25,267 25,235 67 (2,176) (2,109) (2,192) (10,121) (12,313) (3,489) (366) (3,855) Total interest-bearing liabilities $ 13,203 $ 74,987 $ 88,190 $ (4,398) $ (15,784) $ (20,182) Change in net interest income $ 21,222 $ (41,960) $ (20,738) $ 5,185 $ 3,184 $ 8,369 Provision for Credit Losses. The provision for credit losses increased by $10.0 million to a provision for credit losses of $2.5 million for the year ended June 30, 2023, compared to a reversal of credit losses of $7.5 million for the year ended June 30, 2022. The provision for credit losses for the year ended June 30, 2023 was largely attributable to loan growth, partially offset by a reduction in the expected life of the loan portfolio. By comparison, the reversal of credit losses for the year ended June 30, 2022 was largely attributable to an improvement in our economic forecast, a reduction in the expected life of various segments of the loan portfolio and a net reduction in reserves on loans individually analyzed for impairment. Additional information regarding the allowance for credit losses and the associated provision recognized during the year ended June 30, 2023 is presented under “Item 1, Business” on this Annual Report on Form 10-K as well as in Note 1 and Note 6 to the audited consolidated financial statements as well as the Comparison of Financial Condition at June 30, 2023. Non-Interest Income. Non-interest income decreased by $11.2 million to $2.8 million for the year ended June 30, 2023. Loss on sale and call of securities was $15.2 million during the year ended June 30, 2023 compared to $559,000 recorded during the earlier comparative period. The current year loss was the result of a previously announced wholesale restructuring that involved the sale of $120.4 million of available for sale securities. The proceeds of the sale were reinvested in higher yielding securities. Loss on sale of loans was $1.6 million for the year ended June 30, 2023 compared to a gain on sale of loans of $2.5 million during the earlier comparative period. The current year included a loss of $2.5 million that resulted from the sale of a non- performing commercial mortgage loan held-for-sale. In addition, the decrease in gain on sale of loans reflected a decrease in the volume of loans sold between comparative periods. Income from bank owned life insurance increased $2.5 million to $8.6 million for the year ended June 30, 2023. The increase is the result of payouts on life insurances policies. 47 Other non-interest income increased $4.7 million to $6.3 million for the year ended June 30, 2023. The increase was primarily attributable to a non-recurring gain of $2.9 million from the sale of a former branch location and a $1.8 million increase in income from investment services. These increases were partially offset by $356,000 of non-recurring gains on asset disposals in the earlier comparative period. The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items. Non-Interest Expense. Non-interest expense decreased by $2.0 million to $123.8 million for the year ended June 30, 2023. Salaries and employee benefits expense decreased by $675,000 to $75.6 million for the year ended June 30, 2023. This decrease was largely due to lower incentive compensation, lower incentive payments tied to loan origination volume and lower expense from retirement plans. These decreases were partially offset by higher salary expense and non-recurring severance expense resulting from a reduction in headcount. Net occupancy expense of premises decreased by $2.1 million to $12.0 million for the year ended June 30, 2023. This decrease was largely due to expenses recognized in the prior period including $1.5 million of non-recurring expenses related to the consolidation of three retail branch locations and an office facility and $250,000 related to facility repairs made in connection with damage incurred during Tropical Storm Ida. The current year includes $250,000 of non-recurring occupancy expenses related to the consolidation of two retail branch locations. Equipment and systems expense decreased by $1.3 million to $14.6 million for the year ended June 30, 2023. This decrease was largely attributable to a prior period non-recurring expense of $800,000 from the early termination of a contract with a service provider. FDIC insurance premiums increased $2.7 million to $5.1 million for the year ended June 30, 2023. This increase was largely driven by asset growth. Director compensation decreased by $768,000 to $1.4 million for the year ended June 30, 2023. This decrease primarily reflected a decline in director-related stock-based compensation expense. The remaining changes in the other components of non-interest expense between comparative periods generally reflected normal operating fluctuations within those line items. Provision for Income Taxes. Provision for income taxes decreased by $13.2 million to $11.6 million for the year ended June 30, 2023, from $24.8 million for the year ended June 30, 2022. The decrease in income tax expense reflected a lower level of pre-tax income as compared to the prior period. Effective tax rates for the years ended June 30, 2023 and 2022 were 22.1% and 26.9%, respectively. The decrease in the effective tax rate was primarily due to lower taxable income, as well as non-taxable payouts on life insurance policies, noted above, during the year ended June 30, 2023. Comparison of Operating Results for the Years Ended June 30, 2022 and June 30, 2021 A comparison of our operating results for the years ended June 30, 2022 and June 30, 2021 can be found in our Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on August 26, 2022. 48 Liquidity and Commitments Liquidity, represented by cash and cash equivalents, is a product of operating, investing and financing activities. Our primary sources of funds are deposits, borrowings, cash flows from investment securities and loans receivable and funds provided from operations. While scheduled payments from the amortization and maturity of loans and investment securities are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and prepayments on loans and securities. Liquidity, at June 30, 2023, included $70.5 million of short-term cash and equivalents and $1.23 billion of investment securities available for sale which can readily be sold or pledged as collateral, if necessary. In addition, we have the capacity to borrow additional funds from the FHLB, FRB or via unsecured overnight borrowings. As of June 30, 2023, we had the capacity to borrow additional funds totaling $1.55 billion and $415.0 million from the FHLB and FRB, respectively, without pledging additional collateral. We had the ability to pledge additional securities to borrow an additional $477.0 million at June 30, 2023. As of that same date, we also had access to unsecured overnight borrowings with other financial institutions totaling $990.0 million, of which $100.0 million was outstanding. Deposits decreased $233.1 million to $5.63 billion at June 30, 2023 from $5.86 billion at June 30, 2022. The decrease in deposit balances reflected a $189.2 million decrease in interest-bearing deposits coupled with a $43.9 million decrease in non- interest-bearing deposits. Borrowings from the FHLB and other sources are generally available to supplement our liquidity position or to replace maturing deposits. As of June 30, 2023, our outstanding balance of FHLB advances, excluding fair value adjustments, totaled $1.28 billion. As of the same date, we had $125.0 million outstanding via our overnight line of credit with the FHLB. The following table sets forth information concerning balances and interest rates on our short-term borrowings at and for the periods shown: At or For the Years Ended June 30, Balance at end of year Average balance during year Maximum outstanding at any month end Weighted average interest rate at end of year Weighted average interest rate during year 2023 $ 1,175,000 $ 900,997 $ 1,280,000 2022 (Dollars in Thousands) $ $ $ 625,000 476,142 684,000 $ $ $ 2021 390,000 646,896 815,000 5.42 % 4.49 % 1.72 % 0.58 % 0.33 % 1.08 % The following table discloses our contractual obligations and commitments as of June 30, 2023: Contractual obligations Operating lease obligations Certificates of deposit Federal Home Loan Bank Advances Less than One Year One to Three Years June 30, 2023 Over Three Years to Five Years (In Thousands) Over Five Years Total $ 3,445 $ 1,896,132 972,500 6,254 $ 94,472 110,000 4,904 $ 21,365 200,000 4,305 $ 5,582 — 18,908 2,017,551 1,282,500 Total contractual obligations $ 2,872,077 $ 210,726 $ 226,269 $ 9,887 $ 3,318,959 Commitments Undisbursed funds from approved lines of credit(1) Construction loans in process(1) Other commitments to extend credit(1) $ 87,467 $ 58,485 23,261 20,942 $ — — 4,123 $ — — 56,961 $ — — 169,493 58,485 23,261 Total commitments $ 169,213 $ 20,942 $ 4,123 $ 56,961 $ 251,239 ________________________________________ (1) Represents amounts committed to customers. 49 In addition to the loan commitments noted above, the pipeline of loans held for sale included $11.7 million of in process loans whose terms included interest rate locks to borrowers that were paired with a best-efforts commitment to sell the loan to a buyer at a fixed price and within a predetermined timeframe after the sale commitment is established. In addition to the commitments noted above, we are party to standby letters of credit totaling approximately $115,000 at June 30, 2023 through which we guarantee certain specific business obligations of our commercial customers. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. At June 30, 2023, outstanding loan commitments relating to loans held in portfolio totaled $251.2 million compared to $510.5 million at June 30, 2022. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. For additional information regarding our outstanding lending commitments at June 30, 2023, see Note 17 to the audited consolidated financial statements. Capital Consistent with our goals to operate as a sound and profitable financial organization, Kearny Financial and Kearny Bank actively seek to maintain our well capitalized status in accordance with regulatory standards. As of June 30, 2023, Kearny Financial and Kearny Bank exceeded all capital requirements of the federal banking regulators and were considered well capitalized. The following table presents information regarding the Bank’s regulatory capital levels at June 30, 2023: June 30, 2023 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in Thousands) Total capital (to risk-weighted assets) $ 695,417 13.31 % $ 417,853 8.00 % $ 522,316 10.00 % Tier 1 capital (to risk-weighted assets) 659,783 12.63 % 313,389 6.00 % 417,853 Common equity tier 1 capital (to risk-weighted assets) 659,783 12.63 % 235,042 4.50 % 339,505 Tier 1 capital (to adjusted total assets) 659,783 8.15 % 323,922 4.00 % 404,902 8.00 % 6.50 % 5.00 % The following table presents information regarding the consolidated Company’s regulatory capital levels at June 30, 2023: June 30, 2023 Actual For Capital Adequacy Purposes Amount Ratio Amount Ratio (Dollars in Thousands) Total capital (to risk-weighted assets) $ 770,621 14.75 % $ 418,015 Tier 1 capital (to risk-weighted assets) 734,987 14.07 % 313,511 Common equity tier 1 capital (to risk-weighted assets) 734,987 14.07 % 235,133 Tier 1 capital (to adjusted total assets) 734,987 9.07 % 324,170 8.00 % 6.00 % 4.50 % 4.00 % For additional information regarding regulatory capital at June 30, 2023, see Note 15 to the audited consolidated financial statements. 50 Impact of Inflation The financial statements included in this document have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Our primary assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates, however, do not necessarily move in the same direction or with the same magnitude as the price of goods and services, since such prices are affected by inflation. In a period of rapidly rising interest rates, the liquidity and maturities of our assets and liabilities are critical to the maintenance of acceptable performance levels. The principal effect of inflation on earnings, as distinct from levels of interest rates, is in the area of non-interest expense. Expense items such as employee compensation, employee benefits and occupancy and equipment costs may be subject to increases as a result of inflation. An additional effect of inflation is the possible increase in the dollar value of the collateral securing loans that we have made. We are unable to determine the extent, if any, to which properties securing our loans have appreciated in dollar value due to inflation. Recent Accounting Pronouncements For a discussion of the expected impact of recently issued accounting pronouncements that have yet to be adopted by us, please refer to Note 2 to the audited consolidated financial statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Management of Interest Rate Risk and Market Risk The majority of our assets and liabilities are sensitive to changes in interest rates and as such, interest rate risk is a significant form of market risk that we must manage. Interest rate risk is generally defined in regulatory nomenclature as the risk to earnings or capital arising from the movement of interest rates and arises from several risk factors including re-pricing risk, basis risk, yield curve risk and option risk. We maintain an Asset/Liability Management (“ALM”) program in order to manage our interest rate risk. The program is overseen by the Board of Directors through its Interest Rate Risk Management Committee, which has assigned the responsibility for the operational aspects of the ALM program to our Asset/Liability Management Committee (“ALCO”), which is comprised of various members of the senior and executive management team. The quantitative analysis that we conduct measures interest rate risk from both a capital and earnings perspective. With regard to earnings, movements in interest rates and the shape of the yield curve significantly influence the amount of net interest income (“NII”) that we recognize. Movements in market interest rates, and the effect of such movements on the risk factors noted above, significantly influence the spread between the interest earned on our interest-earning assets and the interest paid on our interest-bearing liabilities. Our internal interest rate risk analysis calculates the sensitivity of our projected NII over a one year period utilizing a static balance sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product pricing and earning asset prepayment speeds are appropriately adjusted for each rate scenario. With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our Economic Value of Equity (“EVE”) to movements in interest rates. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet instruments. EVE attempts to quantify our economic value using a discounted cash flow methodology. The degree to which our EVE changes for any hypothetical interest rate scenario from its base case measurement is a reflection of an institution’s sensitivity to interest rate risk. For both earnings and capital at risk our interest rate risk analysis calculates a base case scenario that assumes no change in interest rates. The model then measures changes throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. The relatively low level of interest rates prevalent at June 30, 2022 precluded the modeling of certain falling rate scenarios. 51 The following tables present the results of our internal EVE and NII analyses as of June 30, 2023 and 2022, respectively: June 30, 2023 1 to 12 Months 13 to 24 Months Change in Interest Rates $ Amount of EVE % Change in EVE $ Amount of NII % Change in NII $ Amount of NII % Change in NII +300 bps +200 bps +100 bps 0 bps -100 bps -200 bps -300 bps (Dollars in Thousands) 507,998 571,129 673,314 751,040 799,675 814,293 849,208 (32.36) % (23.95) % (10.35) % — 6.48 % 8.42 % 13.07 % 154,552 156,274 160,344 163,132 163,455 161,284 158,526 (5.26) % (4.20) % (1.71) % — 0.20 % (1.13) % (2.82) % 168,366 167,683 173,170 175,143 173,319 166,473 156,507 (3.87) % (4.26) % (1.13) % — (1.04) % (4.95) % (10.64) % June 30, 2022 1 to 12 Months 13 to 24 Months Change in Interest Rates $ Amount of EVE % Change in EVE $ Amount of NII % Change in NII $ Amount of NII % Change in NII (Dollars in Thousands) +300 bps +200 bps +100 bps 0 bps -100 bps 1,089,795 1,156,219 1,239,935 1,287,700 1,272,203 (15.37) % (10.21) % (3.71) % — (1.20) % 178,865 187,601 198,126 207,069 205,241 (13.62) % (9.40) % (4.32) % — (0.88) % 214,839 215,528 219,594 218,501 204,568 (1.68) % (1.36) % 0.50 % — (6.38) % There are numerous internal and external factors that may contribute to changes in our EVE and its sensitivity. Changes in the composition and allocation of our balance sheet, or utilization of off-balance sheet instruments such as derivatives, can significantly alter the exposure to interest rate risk as quantified by the changes in the EVE sensitivity measures. Changes to certain external factors, most notably changes in the level of market interest rates and overall shape of the yield curve, can also alter the projected cash flows of our interest-earning assets and interest-costing liabilities and the associated present values thereof. Notwithstanding the rate change scenarios presented in the EVE and NII-based analyses above, future interest rates and their effect on net interest income are not predictable. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in this type of computation. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react at different times and in different degrees to changes in market interest rates. The interest rate on certain types of assets and liabilities, such as demand deposits and savings accounts, may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, generally have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels could deviate significantly from those assumed in the analyses set forth above. Additionally, an increase in credit risk may result as the ability of borrowers to service their debt may decrease in the event of an interest rate increase. Item 8. Financial Statements and Supplementary Data The Company’s consolidated financial statements are contained in this Annual Report on Form 10-K immediately following Item 16. 52 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. Item 9A. Controls and Procedures (a) Disclosure Controls and Procedures Based on their evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), the Company’s principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Annual Report on Form 10-K such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to the Company’s management, including the principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. (b) Internal Control over Financial Reporting 1. Management’s Annual Report on Internal Control Over Financial Reporting. Management’s report on the Company’s internal control over financial reporting appears in the Company’s consolidated financial statements that are contained in this Annual Report on Form 10-K immediately following Item 16. Such report is incorporated herein by reference. 2. Report of Independent Registered Public Accounting Firm. The report of Crowe LLP, an independent registered public accounting firm, on the Company’s internal control over financial reporting appears in the Company’s consolidated financial statements that are contained in this Annual Report on Form 10-K immediately following Item 16. Such report is incorporated herein by reference. 3. Changes in Internal Control Over Financial Reporting. During the last quarter of the year under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Trading Plans During the fiscal quarter ended June 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 53 PART III Item 10. Directors, Executive Officers and Corporate Governance The information that appears under the headings included under “Proposal I – Election of Directors” and “Corporate Governance Matters” in the Registrant’s definitive proxy statement for the Registrant’s 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year end (the “Proxy Statement”) is incorporated herein by reference. The Company has adopted a code of ethics that applies to its principal executive officer and principal financial and accounting officer. A copy of the code of ethics (referred to as Conflicts of Interest & Code of Conduct) is available on our website at www.kearnybank.com under the “Investors Relations” link, then within the “Corporate Overview” drop down and under the link “Governance Documents” or without charge upon request to the Corporate Secretary, Kearny Financial Corp., 120 Passaic Avenue, Fairfield, New Jersey 07004. Item 11. Executive Compensation The information that appears under the headings “Executive Compensation,” “Director Compensation” and “Compensation Discussion and Analysis” in the Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (a) (b) (c) (d) Security Ownership of Certain Beneficial Owners. Information required by this item is incorporated herein by reference to the section captioned “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement. Security Ownership of Management. Information required by this item is incorporated herein by reference to the section captioned “Proposal I – Election of Directors” in the Proxy Statement. Changes in Control. Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant. Securities Authorized for Issuance Under Equity Compensation Plans. Set forth below is information as of June 30, 2023 with respect to compensation plans under which equity securities of the Registrant are authorized for issuance. (A) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (B) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (C) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans - Excluding Securities Reflected in Column (A)(2) Equity compensation plans approved by stockholders: 2005 Stock Compensation and Incentive Plan 2016 Equity Incentive Plan 2021 Equity Incentive Plan Equity compensation plans not approved by stockholders: None Total 103,530 $ 2,958,826 $ 497,664 $ — $ 3,560,020 $ 10.65 15.15 — — 14.99 — — 5,825,421 — 5,825,421 ________________________________________ (1) The number of securities includes 2,923,530 vested options and 60,000 non-vested options outstanding as of June 30, 2023. In addition to these options, 78,826 restricted stock awards and 497,664 restricted stock units were also non-vested as of June 30, 2023. The non-vested options and restricted stock awards are earned at a rate of 20% annually. The non-vested restricted stock units are earned at a rate of 33% annually. (2) As of June 30, 2023, there were 5,825,421 options (or 1,941,807 restricted stock units or restricted stock awards) remaining available for award under the approved equity compensation plans. 54 Item 13. Certain Relationships and Related Transactions and Director Independence The information that appears under the sections captioned “Corporate Governance Matters – Transactions with Certain Related Persons” and “– Board Independence” in the Proxy Statement is incorporated herein by reference. Item 14. Principal Accounting Fees and Services Our independent registered public accounting firm is Crowe LLP, Livingston, NJ, Auditor Firm ID: 173 The information relating to this item is incorporated herein by reference to the information contained under the section captioned “Proposal II – Ratification of Appointment of Independent Auditor” in the Proxy Statement. 55 Item 15. Exhibits, Financial Statement Schedules PART IV (1) The following financial statements and the independent auditors’ report appear in this Annual Report on Form 10-K immediately after Item 16: Management Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Statements of Financial Condition as of June 30, 2023 and 2022 Consolidated Statements of Income For the Years Ended June 30, 2023, 2022 and 2021 Consolidated Statements of Comprehensive Income For the Years Ended June 30, 2023, 2022 and 2021 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, 2023, 2022 and 2021 Consolidated Statements of Cash Flows for the Years Ended June 30, 2023, 2022 and 2021 Notes to Consolidated Financial Statements F-1 F-2 F-5 F-6 F-7 F-8 F-10 F-12 (2) All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto. (3) The following exhibits are filed as part of this Annual Report on Form 10-K: 3.1 3.2 4.1 4.2 10.1 10.2 10.3 10.4 10.5 10.6 Articles of Incorporation of Kearny Financial Corp. (Incorporated by reference to Kearny Financial Corp.’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014) Amended and Restated Bylaws of Kearny Financial Corp. (Incorporated by reference to Kearny Financial Corp.’s Current Report on Form 8-K (File No. 001-37399), originally filed on August 16, 2023) Form of Common Stock Certificate of Kearny Financial Corp. (Incorporated by reference to Kearny Financial Corp.’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014) Description of Capital Stock of Kearny Financial Corp. (Incorporated by reference to Exhibit 4.2 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on August 28, 2020) Amended and Restated Employment Agreement between Kearny Bank and Craig Montanaro dated May 18, 2015 (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Amended and Restated Employment Agreement between Kearny Financial Corp. and Craig Montanaro dated May 18, 2015 (Incorporated by reference to Exhibit 10.2 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Employment Agreement between Kearny Bank and Patrick M. Joyce dated May 18, 2015 (Incorporated by reference to Exhibit 10.4 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Employment Agreement between Kearny Bank and Erika K. Parisi dated May 18, 2015 (Incorporated by reference to Exhibit 10.6 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Employment Agreement between Kearny Bank and Keith Suchodolski dated June 15, 2022 (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Current Report on Form 8-K (File No. 001-37399, originally filed on June 16, 2022)† Employment Agreement between Kearny Bank and Thomas D. DeMedici dated June 21, 2017 (Incorporated by reference to Exhibit 10.8 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on August 28, 2019)† 56 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 Change in Control Agreement between Kearny Bank and Anthony V. Bilotta, Jr. dated July 1, 2018 (Incorporated by reference to Exhibit 10.9 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on August 28, 2019)† Form of Two Year Change in Control Agreement between Kearny Bank and Certain Officers (Incorporated by reference to Exhibit 10.7 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Directors Consultation and Retirement Plan as Amended and Restated (Incorporated by reference to Exhibit 10.8 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Amended and Restated Benefit Equalization Plan for Pension Plan (Incorporated by reference to Exhibit 10.9 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Amended and Restated Benefits Equalization Plan Related to the Employee Stock Ownership Plan (Incorporated by reference to Exhibit 10.10 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Kearny Bank Director Life Insurance Agreement (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Current Report on Form 8-K (File No. 000-51093), originally filed on August 18, 2005)† Form of Amendment to Kearny Bank Director Life Insurance Agreement (Incorporated by reference to Exhibit 10.14 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Kearny Bank Amended and Restated Executive Life Insurance Agreement with Craig Montanaro (Incorporated by reference to Exhibit 10.2 to Kearny Financial Corp.’s Current Report on Form 8-K (File No. 001-37399), originally filed on June 16, 2022)† Form of Kearny Bank Executive Life Insurance Agreement with Keith Suchodolski, Patrick M. Joyce and Thomas D. DeMedici (Incorporated by reference to Exhibit 10.2 to Kearny Financial Corp.’s Current Report on Form 8-K (File No. 000-51093), originally filed on August 18, 2005)† Form of Amendment to Kearny Bank Executive Life Insurance Agreement with Keith Suchodolski, Patrick M. Joyce and Thomas D. DeMedici (Incorporated by reference to Exhibit 10.16 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)† Kearny Bank Amended and Restated Change in Control Severance Pay Plan (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Quarterly Report on Form 10-Q (File No. 001-37399), originally filed on May 6, 2022)† Kearny Bank Executive Management Incentive Compensation Plan (Incorporated by reference to Exhibit 10.20 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on August 28, 2019) † Amendment to Freeze Benefit Accruals Under the Kearny Financial Corp. Directors Consultation and Retirement Plan (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Current Report on Form 8-K (File No. 001-37399), originally filed on December 23, 2015)† Kearny Financial Corp. 2016 Equity Incentive Plan (Incorporated by reference to Appendix A to Kearny Financial Corp’s Proxy Statement (File No. 001-37399), originally filed on September 14, 2016)† Supplemental Executive Retirement Plan by and between Kearny Bank and Craig L. Montanaro effective as of July 1, 2021 (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Current Report on Form 8- K (File No. 001-37399), originally filed on June 21, 2021)† Amendment to Freeze the Benefit Under the Supplemental Executive Retirement Plan by and between Kearny Bank and Craig L. Montanaro effective as of December 21, 2022 (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Current Report on Form 8-K (File No. 001-37399), originally filed on December 22, 2022)† 57 10.23 Kearny Financial Corp. 2021 Equity Incentive Plan (Incorporated by reference to Appendix A to Kearny Financial Corp’s Proxy Statement (File No. 001-37399), originally filed on September 17, 2021)† 21 23.1 31.1 31.2 32.1 32.2 101 Subsidiaries of Registrant Consent of Crowe LLP Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The following materials from the Company’s Annual Report to Stockholders on Form 10-K for the year ended June 30, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. 101.INS Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ________________________________________ † Management contract or compensatory plan or arrangement required to be filed as an exhibit. Item 16. Form 10-K Summary Not applicable. 58 August 25, 2023 Management Report on Internal Control over Financial Reporting The management of Kearny Financial Corp. and Subsidiaries (collectively the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is a process designed to provide reasonable assurance to the management and board of directors regarding the preparation and fair presentation of published consolidated financial statements. The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and 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 our consolidated financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation. 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. The Company’s management assessed the effectiveness of internal control over financial reporting as of June 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on its assessment, management believes that, as of June 30, 2023, the Company’s internal control over financial reporting is effective based on those criteria. The Company’s independent registered public accounting firm that audited the consolidated financial statements has issued an audit report on the effective operation of the Company’s internal control over financial reporting as of June 30, 2023, a copy of which is included in this annual report. /s/ Craig L. Montanaro Craig L. Montanaro /s/ Keith Suchodolski Keith Suchodolski President and Chief Executive Officer Senior Executive Vice President and Chief Financial Officer F-1 Report of Independent Registered Public Accounting Firm Stockholders and the Board of Directors of Kearny Financial Corp. and Subsidiaries Fairfield, New Jersey Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial condition of Kearny Financial Corp. and Subsidiaries (the “Company”) as of June 30, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 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 June 30, 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 June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three- year period ended June 30, 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 June 30, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. Explanatory Paragraph – Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for credit losses effective July 1, 2020 due to the adoption of ASC 326. 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 Management’s Report 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. F-2 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 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 Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgments. The communication of the critical audit matters 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 matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for Credit Losses – Qualitative Factors - As described in Note 1 to the consolidated financial statements, the Company accounts for credit losses under ASC 326, Financial Instruments – Credit Losses. ASC 326 requires the measurement of expected lifetime credit losses for financial assets measured at amortized cost at the reporting date. As of June 30, 2023, the balance of the allowance for credit losses on loans was $48.7 million. Management employs a process and methodology to estimate the allowance for credit losses (“ACL”) on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors involves pooling loans into portfolio segments for loans that share similar risk characteristics. Pooled loan portfolio segments include multi-family, nonresidential mortgage, commercial business, construction, one-to-four family residential mortgage, home equity and consumer loans. For pooled loans, the Company primarily utilizes a discounted cash flow (“DCF”) methodology to estimate credit losses over the expected life of the loan. The DCF methodology combines the probability of default, the loss given default, remaining life of the loan and prepayment and curtailment speed assumptions to estimate a reserve for each loan. The loss rates are adjusted by current and forecasted macroeconomic assumptions and return to the mean after the forecasted periods. These quantitative factors are supplemented by qualitative factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates. Qualitative factors are applied to each portfolio segment with the amounts determined by correlation of credit stress to the maximum loss factors of a peer group’s historical charge-offs. Changes in these assumptions could have a material effect on the Company’s financial results. We identified auditing the qualitative component of the ACL on pooled loans in the multi-family, nonresidential mortgage, and one-to-four family residential mortgage loan segments as a critical audit matter because the methodology to determine the estimate of credit losses uses subjective judgments by management and is subject to material variability. Performing audit procedures to evaluate the qualitative factors on the multi-family, nonresidential mortgage, and one-to-four family residential mortgage loan segments involved a high degree of auditor judgment and required significant effort, including the need to involve more experienced audit personnel including the use of internal specialists. The primary procedures we performed to address this critical audit matter included: • Testing the effectiveness of controls over the evaluation of the ACL on pooled loans, including controls addressing: ◦ ◦ ◦ ◦ Methodology and accounting policies. Data inputs, judgments and calculations used to determine the qualitative factors. Information technology general controls and application controls. Management’s review of the qualitative factors. F-3 • Substantively testing management’s process, including evaluating their judgments and assumptions, for developing the ACL on loans collectively evaluated for impairment, which included: ◦ ◦ ◦ ◦ Evaluation of the appropriateness of the Company’s methodology and accounting policies involved in the application of ASC 326. Testing the mathematical accuracy of the calculation. Testing the completeness and accuracy of data used in the calculation including utilizing internal specialists to assist in testing the accuracy of the underlying peer data used to develop the maximum loss factors. Evaluation of the reasonableness of management’s judgments related to qualitative factors to determine if they are calculated to conform with management’s policies and were consistently applied period over period. Our evaluation considered evidence from internal and external sources and loan portfolio composition and performance. Goodwill Impairment - As described in Notes 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $210.9 million as of June 30, 2023, which is allocated to the Company’s single reporting unit. Goodwill is tested for impairment at the reporting unit level at least annually, or more frequently if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual quantitative assessment of goodwill for the Company’s single reporting unit was performed utilizing a discounted cash flow analysis (“income approach”) and estimates of selected market information (“market approaches”). The result of the income approach was weighted at 50% and the results of the market approaches comprised the remaining 50% in determining the fair value of the Company’s single reporting unit. The fair value of the Company’s single reporting unit exceeded its carrying value and no impairment charges were recorded as of June 30, 2023. The goodwill impairment assessment involves significant estimates and subjective assumptions which require a high degree of management judgment. We identified the goodwill impairment assessment of the Company as a critical audit matter. The principal considerations for this determination were the degree of auditor judgment in performing procedures over the key assumptions, which include discount rate, cost savings rate, expected future cash flows, and weighting allocation to valuation methodologies. The primary procedures we performed to address this critical audit matter included: • Testing the effectiveness of controls over the valuation methodologies, assumptions and data used to estimate the fair value of the Company, including controls addressing: ◦ ◦ ◦ Management’s review of the reasonableness and accuracy of the Company’s expected future cash flows used in the income approach. Management’s evaluation of assumptions and inputs used, including discount rate, cost savings rate, comparable companies data, and allocated weightings incorporated into the methodologies used to determine fair value. Completeness and accuracy of key financial data used in the assessment. • Substantively testing management’s estimate, for estimating the fair value of the Company, which included: ◦ ◦ ◦ ◦ Testing of key financial data for completeness and accuracy. Evaluation of management’s ability to reasonably forecast cash flows. Utilization of an internal specialist to evaluate appropriateness of valuation methodologies, the discount rate assumption, cost savings rate, comparable companies data, and overall reasonableness of the fair value. Evaluation of management’s weighting allocation to each valuation methodology. /s/ Crowe LLP We have served as the Company's auditor since 2017. Livingston, New Jersey August 25, 2023 F-4 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Consolidated Statements of Financial Condition (In Thousands, Except Share and Per Share Data) Assets Cash and amounts due from depository institutions Interest-bearing deposits in other banks Cash and cash equivalents June 30, 2023 2022 $ 21,795 $ 48,720 70,515 26,094 75,521 101,615 Investment securities available for sale (amortized cost of $1,383,867 and $1,462,124, respectively), net of allowance for credit losses of $0 at June 30, 2023 and June 30, 2022 1,227,729 1,344,093 Investment securities held to maturity (fair value of $131,169 and $108,118, respectively), net of allowance for credit losses of $0 at June 30, 2023 and June 30, 2022 Loans held-for-sale Loans receivable Less: allowance for credit losses on loans Net loans receivable Premises and equipment Federal Home Loan Bank ("FHLB") of New York stock Accrued interest receivable Goodwill Core deposit intangibles Bank owned life insurance Deferred income tax assets, net Other real estate owned Other assets Total Assets Liabilities and Stockholders' Equity Liabilities Deposits: Non-interest-bearing Interest-bearing Total deposits Borrowings Advance payments by borrowers for taxes Other liabilities Total Liabilities Stockholders' Equity Preferred stock, $0.01 par value, 100,000,000 shares authorized; none issued and outstanding Common stock, $0.01 par value; 800,000,000 shares authorized; 65,864,075 shares and 68,666,323 shares issued and outstanding, respectively Paid-in capital Retained earnings Unearned employee stock ownership plan shares; 2,358,198 shares and 2,558,895 shares, respectively Accumulated other comprehensive loss Total Stockholders' Equity Total Liabilities and Stockholders' Equity See notes to consolidated financial statements. F-5 146,465 9,591 5,829,421 (48,734) 5,780,687 48,309 71,734 28,133 210,895 2,457 292,825 51,973 12,956 110,546 8,064,815 $ 118,291 28,874 5,417,845 (47,058) 5,370,787 53,281 47,144 20,466 210,895 3,020 289,177 49,350 178 82,712 7,719,883 $ $ 609,999 $ 5,019,184 5,629,183 1,506,812 18,338 41,198 7,195,531 653,899 5,208,357 5,862,256 901,337 16,746 45,544 6,825,883 — — 659 503,332 457,611 687 528,396 445,451 (22,862) (69,456) 869,284 8,064,815 $ (24,807) (55,727) 894,000 7,719,883 $ KEARNY FINANCIAL CORP. AND SUBSIDIARIES Consolidated Statements of Income (In Thousands, Except Per Share Data) Interest Income Loans Taxable investment securities Tax-exempt investment securities Other interest-earning assets Total Interest Income Interest Expense Deposits Borrowings Total Interest Expense Net Interest Income Provision for (reversal of) credit losses Net Interest Income after Provision for (Reversal of) Credit Losses Non-Interest Income Fees and service charges (Loss) gain on sale and call of securities (Loss) gain on sale of loans (Loss) gain on sale of other real estate owned Income from bank owned life insurance Electronic banking fees and charges Bargain purchase gain Other income Total Non-Interest Income Non-Interest Expense Salaries and employee benefits Net occupancy expense of premises Equipment and systems Advertising and marketing Federal deposit insurance premium Directors' compensation Merger-related expenses Debt extinguishment expenses Other expense Total Non-Interest Expense Income before Income Taxes Income tax expense Net Income Net Income per Common Share (EPS) Basic Diluted Weighted Average Number of Common Shares Outstanding Basic Diluted See notes to consolidated financial statements. F-6 Years Ended June 30, 2022 2021 2023 $ 233,147 $ 54,855 694 5,028 293,724 190,520 $ 32,746 1,273 1,733 226,272 202,240 31,238 1,652 2,955 238,085 78,163 39,696 117,859 175,865 2,486 173,379 15,208 14,461 29,669 196,603 (7,518) 204,121 31,535 18,316 49,851 188,234 (1,121) 189,355 3,106 (15,227) (1,645) (139) 8,645 1,759 — 6,252 2,751 75,589 12,036 14,577 2,122 5,133 1,364 — — 12,930 123,751 52,379 11,568 40,811 $ 2,580 (559) 2,539 5 6,167 1,626 — 1,576 13,934 76,264 14,114 15,886 2,059 2,455 2,132 — — 12,798 125,708 92,347 24,800 67,547 $ 0.63 $ 0.63 $ 0.95 $ 0.95 $ 64,804 64,804 70,911 70,933 1,897 767 5,574 — 6,267 1,717 3,053 1,751 21,026 68,800 12,673 14,870 2,161 1,940 2,993 4,349 796 17,303 125,885 84,496 21,263 63,233 0.77 0.77 82,387 82,391 $ $ $ KEARNY FINANCIAL CORP. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (In Thousands) Net Income Other Comprehensive (Loss) Income, net of tax: Net unrealized loss on securities available for sale Net realized loss (gain) on sale and call of securities available for sale Fair value adjustments on derivatives Benefit plan adjustments Total Other Comprehensive (Loss) Income Total Comprehensive Income Years Ended June 30, 2022 2021 2023 $ 40,811 $ 67,547 $ 63,233 (38,004) (91,453) 10,811 13,211 253 397 28,481 704 (13,729) (61,871) $ 27,082 $ 5,676 $ (8,274) (538) 13,470 229 4,887 68,120 See notes to consolidated financial statements. F-7 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Equity (In Thousands, Except Per Share Data) Common Stock Shares Amount Paid-In Capital Retained Earnings Unearned ESOP Shares Accumulated Other Comprehensive Income Total Balance - June 30, 2020 83,663 $ 837 $ 722,871 $ 387,911 $ (28,699) $ 1,257 $ 1,084,177 Cumulative effect of change in accounting principle - Topic 326 — — — (14,239) — — (14,239) Balance - July 1, 2020 as adjusted for change in accounting principle 83,663 722,871 373,672 (28,699) 1,257 1,069,938 837 — — — — — — — 41 — — 123 373 (10,567) (105) (118,916) 54 — 1 — (1) 5,673 (80) (1) (802) Net income Other comprehensive income, net of income tax ESOP shares committed to be released (201 shares) Stock option exercise Stock repurchases Issuance of stock under stock benefit plans Stock-based compensation expense Cancellation of stock issued for restricted stock awards Stock issued in conjunction with the acquisition of MSB Financial Corp. Cash dividends declared ($0.35 per common share) 5,854 — 58 — 45,075 — (28,538) — — 1,946 — — — — — — — — 63,233 4,887 4,887 — — — — — — — — 2,069 373 (119,021) — 5,673 (803) 45,133 (28,538) Balance - June 30, 2021 78,965 $ 790 $ 654,396 $ 408,367 $ (26,753) $ 6,144 $ 1,042,944 Common Stock Shares Amount Paid-In Capital Retained Earnings Unearned ESOP Shares Accumulated Other Comprehensive Income (Loss) Total Balance - June 30, 2021 78,965 $ 790 $ 654,396 $ 408,367 $ (26,753) $ 6,144 $ 1,042,944 Net income Other comprehensive loss, net of income tax ESOP shares committed to be released (201 shares) Stock repurchases — — — — — — — — 600 (10,222) (102) (129,418) Stock-based compensation expense — — 3,794 Cancellation of stock issued for restricted stock awards Cash dividends declared ($0.43 per common share) (77) (1) (976) — — — (30,463) — — 1,946 — — — — — 67,547 (61,871) (61,871) — — — — — 2,546 (129,520) 3,794 (977) (30,463) 63,233 — — — — — — — — 67,547 — — — — — Balance - June 30, 2022 68,666 $ 687 $ 528,396 $ 445,451 $ (24,807) $ (55,727) $ 894,000 See notes to consolidated financial statements. F-8 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Equity (In Thousands, Except Per Share Data) Common Stock Shares Amount Paid-In Capital Retained Earnings Unearned ESOP Shares Accumulated Other Comprehensive Loss Total Balance - June 30, 2022 68,666 $ 687 $ 528,396 $ 445,451 $ (24,807) $ (55,727) $ 894,000 Net income Other comprehensive loss, net of income tax ESOP shares committed to be released (201 shares) Stock repurchases Issuance of stock under stock benefit plans Stock-based compensation expense Cancellation of stock issued for restricted stock awards Cash dividends declared ($0.44 per common share) — — — — — — — — (8) (2,821) (29) (27,529) 61 — (42) — 1 — — — (1) 2,936 (462) 40,811 — — — — — — — (28,651) — — 1,945 — — — — — — 40,811 (13,729) (13,729) — — — — — — 1,937 (27,558) — 2,936 (462) (28,651) Balance - June 30, 2023 65,864 $ 659 $ 503,332 $ 457,611 $ (22,862) $ (69,456) $ 869,284 See notes to consolidated financial statements. F-9 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In Thousands) Cash Flows from Operating Activities: Net income Adjustment to reconcile net income to net cash provided by operating activities: Years Ended June 30, 2022 2021 2023 $ 40,811 $ 67,547 $ 63,233 Depreciation and amortization of premises and equipment Net accretion of yield adjustments Deferred income taxes and valuation allowance Bargain purchase gain Amortization of intangible assets Amortization of benefit plans’ unrecognized net loss Provision for (reversal of) credit losses Loss (gain) on sale of other real estate owned Loans originated for sale Proceeds from sale of mortgage loans held-for-sale Loss (gain) on sale of mortgage loans held-for-sale, net Realized loss (gain) on sale/call of securities available for sale Realized loss on debt extinguishment Realized gain on sale of loans receivable Realized gain on disposition of premises and equipment Loss on write-down of premises Increase in cash surrender value of bank owned life insurance ESOP and stock-based compensation expense Increase in interest receivable Decrease (increase) in other assets Increase (decrease) in interest payable (Decrease) increase in other liabilities Net Cash Provided by Operating Activities Cash Flows from Investing Activities: Purchases of: Investment securities available for sale Investment securities held to maturity Proceeds from: Repayments/calls/maturities of investment securities available for sale Repayments/calls/maturities of investment securities held to maturity Sale of investment securities available for sale Purchase of loans Net (increase) decrease in loans receivable Proceeds from sale of loans receivable Purchase of interest rate caps Proceeds from sale of other real estate owned Additions to premises and equipment Proceeds from death benefit of bank owned life insurance Proceeds from cash settlement of premises and equipment Purchase of FHLB stock Redemption of FHLB stock Net cash acquired in acquisition Net Cash Used in Investing Activities See notes to consolidated financial statements. F-10 5,733 (5,084) 2,789 — 563 358 2,486 139 (106,288) 127,416 1,700 15,227 — (55) (2,886) — (8,645) 4,873 (7,667) 2,833 9,776 (14,530) 69,549 5,971 (5,669) 5,023 — 685 1,003 (7,518) (5) (179,727) 196,796 (2,415) 559 — (124) (363) — (6,167) 6,340 (1,104) 7,922 853 (8,306) 81,301 5,862 (13,214) 4,154 (3,053) 980 320 (1,121) — (281,086) 290,530 (5,147) (767) 796 (427) (971) 1,938 (6,267) 7,742 (288) (4,454) (638) 17,295 75,417 (166,483) (40,398) (229,145) (86,406) (918,668) (12,321) 124,687 12,095 105,199 (702) (435,111) 706 (758) 315 (1,355) 4,997 3,480 (98,275) 73,685 — (417,918) 330,152 6,116 100,336 (123,389) (467,236) 1,450 — 708 (2,920) 300 612 (30,382) 19,853 — (479,951) 517,511 6,595 98,084 (81,707) 232,660 44,801 — — (5,458) — 4,852 (37) 25,421 4,296 (83,971) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In Thousands) Cash Flows from Financing Activities: Net (decrease) increase in deposits Repayment of term FHLB advances Proceeds from term FHLB advances Net (decrease) increase in other short-term borrowings Net increase (decrease) in advance payments by borrowers for taxes Repurchase and cancellation of common stock of Kearny Financial Corp. Cancellation of shares repurchased on vesting to pay taxes Exercise of stock options Dividends paid Net Cash Provided by (Used in) Financing Activities Net (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents - Beginning Cash and Cash Equivalents - Ending Supplemental Disclosures of Cash Flows Information: Cash paid during the year for: Income taxes, net of refunds Interest Non-cash investing and financing activities: Transfers from loans receivable to loans held-for-sale Acquisition of other real estate owned in settlement of loans Fair value of assets acquired, net of cash and cash equivalents acquired Fair value of liabilities assumed Years Ended June 30, 2022 2021 2023 (232,804) (5,650,000) 6,280,000 (25,000) 1,592 (27,558) (462) — (28,499) 317,269 (31,100) 101,615 70,515 $ 377,606 (4,100,000) 4,085,000 230,000 994 (129,520) (977) — (30,693) 432,410 33,760 67,855 101,615 $ 596,583 (2,847,796) 2,345,000 (48,635) (1,611) (119,021) (803) 373 (28,648) (104,558) (113,112) 180,967 67,855 9,883 $ 108,516 $ 15,552 $ 28,816 $ 19,734 50,488 3,545 $ 13,232 $ — $ — $ 27,036 $ 703 $ — $ — $ 43,579 — 567,816 523,926 $ $ $ $ $ $ $ See notes to consolidated financial statements. F-11 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies Basis of Consolidated Financial Statement Presentation The consolidated financial statements include the accounts of Kearny Financial Corp. (the “Company”), its wholly- owned subsidiary, Kearny Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries, CJB Investment Corp. and 189-245 Berdan Avenue LLC. The Company conducts its business principally through the Bank. Management prepared the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), including the elimination of all significant inter-company accounts and transactions during consolidation. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the Consolidated Statements of Financial Condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates. Business of the Company and Subsidiaries The Company’s primary business is the ownership and operation of the Bank. The Bank is principally engaged in the business of attracting deposits from the general public and using those deposits, together with other funds, to originate or purchase loans for its portfolio and invest in securities. Loans originated or purchased by the Bank generally include loans collateralized by residential and commercial real estate augmented by secured and unsecured loans to businesses and consumers. The investment securities purchased by the Bank generally include U.S. agency mortgage-backed securities, U.S. government and agency debentures, obligations of state and political subdivisions, corporate bonds, asset-backed securities, collateralized loan obligations and subordinated debt. At June 30, 2023, the Bank had two wholly-owned subsidiaries, CJB Investment Corp. and 189-245 Berdan Avenue LLC. CJB Investment Corp was organized under New Jersey law as a New Jersey Investment Company and remained active through the three-year period ended June 30, 2023. 189-245 Berdan Avenue LLC was formed during the year ended June 30, 2023 for the purpose of ownership and operation of commercial real estate. Subsequent Events The Company has evaluated events and transactions occurring subsequent to the statement of financial condition date of June 30, 2023, for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date this document was filed. On July 27, 2023, the Company declared a quarterly cash dividend of $0.11 per share, paid on August 23, 2023 to stockholders of record as of August 9, 2023. Cash and Cash Equivalents Cash and cash equivalents include cash, deposits with other financial institutions with maturities fewer than 90 days, and federal funds sold. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions and borrowings with original maturities fewer than 90 days. Securities The Company classifies its investment securities as either available for sale or held to maturity. The Company does not use or maintain a trading account. Investment securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and reported at amortized cost. Investment securities not classified as held to maturity are classified as available for sale and reported at fair value, with unrealized holding gains or losses, net of deferred income taxes, reported in the accumulated other comprehensive income (“OCI”) component of stockholders’ equity. Premiums on callable securities are amortized to the earliest call date whereas discounts on such securities are accreted to the maturity date utilizing the level-yield method. Premiums and discounts on all other securities are generally amortized or accreted to the maturity date utilizing the level-yield method taking into consideration the impact of principal amortization and prepayments, as applicable. Gain or loss on sales of securities is based on the specific identification method. F-12 Note 1 - Summary of Significant Accounting Policies (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Effective July 1, 2020, the Company adopted the provisions of ASC 326 and modified its accounting policy for the assessment of available for sale securities for impairment. Under ASC 326, for available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more than likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available for sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating by a rating agency, and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rate by major agencies and have a long history of no credit losses. Under ASC 326, changes in the allowance for credit losses are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Concentration of Risk Financial instruments which potentially subject the Company and its subsidiaries to concentrations of credit risk consist of cash and cash equivalents, investment securities and loans receivable. Cash and cash equivalents include deposits placed in other financial institutions. Securities include concentrations of investments backed by U.S. government agencies and U.S. government sponsored enterprises (“GSEs”), including the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Government National Mortgage Association (“Ginnie Mae”). Additional concentration risk exists in the Company’s municipal and corporate obligations, asset-backed securities and collateralized loan obligations. The Company’s lending activity is primarily concentrated in loans collateralized by real estate in the states of New Jersey and New York. As a result, credit risk is broadly dependent on the real estate market and general economic conditions in these states. Additionally, the Company’s lending policies limit the amount of credit extended to any single borrower and their related interests thereby limiting the concentration of credit risk to any single borrower. Loans Receivable Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at unpaid principal balances, net of deferred loan origination fees and costs, purchase discounts and premiums, purchase accounting fair value adjustments and the allowance for credit losses. Interest income is accrued on the unpaid principal balance. Certain direct loan origination costs, net of loan origination fees, are deferred and amortized, using the level-yield method, as an adjustment of yield over the contractual lives of the related loans. Unearned premiums and discounts are amortized or accreted utilizing the level-yield method over the contractual lives of the related loans. Loans Held-for-Sale Loans held-for-sale are carried at the lower of cost or estimated fair value, as determined on an aggregate basis. Net unrealized losses, if any, are recognized in a valuation allowance through a charge to earnings. Premiums and discounts and origination fees and costs on loans held-for-sale are deferred and recognized as a component of the gain or loss on sale. Gains and losses on sales of loans held-for-sale are recognized on settlement dates and are determined by the difference between the sale proceeds and the carrying value of the loans. These transactions are accounted for as sales based on satisfaction of the criteria for such accounting which provide that, as transferor, control over the loans have been surrendered. F-13 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies (continued) Past Due Loans A loan’s past due status is generally determined based upon its principal and interest (“P&I”) payment delinquency status in conjunction with its past maturity status, where applicable. A loan’s P&I payment delinquency status is based upon the number of calendar days between the date of the earliest P&I payment due and the as of measurement date. A loan’s past maturity status, where applicable, is based upon the number of calendar days between a loan’s contractual maturity date and the as of measurement date. Based upon the larger of these criteria, loans are categorized into the following past due tiers for financial statement reporting and disclosure purposes: Current (including 1-29 days), 30-59 days, 60-89 days and 90 or more days. Nonaccrual Loans Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when the Company does not expect to receive all P&I payments owed substantially in accordance with the terms of the loan agreement, regardless of past due status. Loans that become 90 day past due, but are well secured and in the process of collection, may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and the Company expects to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement. Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan. Classification of Assets In compliance with the regulatory guidelines, the Company’s loan review system includes an evaluation process through which certain loans exhibiting adverse credit quality characteristics are classified as Special Mention, Substandard, Doubtful or Loss. An asset is classified as Substandard if it is inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all of the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values. Assets, or portions thereof, classified as Loss are considered uncollectible or of so little value that their continuance as assets is not warranted. Assets which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses are designated as Special Mention by management. Adversely classified assets together with those rated as Special Mention, are generally referred to as Classified Assets. Non-classified assets are internally rated within one of four Pass categories or as Watch with the latter denoting a potential deficiency or concern that warrants increased oversight or tracking by management until remediated. Management generally performs a classification of assets review, including the regulatory classification of assets, on an ongoing basis. The results of the classification of assets review are validated by the Company’s third party loan review firm during their quarterly independent review. In the event of a difference in rating or classification between those assigned by the internal and external resources, the Company will generally utilize the more critical or conservative rating or classification. Final loan ratings and regulatory classifications are presented monthly to the Board of Directors and are reviewed by regulators during the examination process. F-14 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies (continued) Allowance for Credit Losses Effective July 1, 2020, the Company adopted the provisions of ASC 326 and modified its accounting policy for the allowance for credit losses on loans. The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off- balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. The allowance for credit losses is reported separately as a contra-asset on the Consolidated Statements of Financial Condition. The expected credit losses for unfunded lending commitments and unfunded loan commitments is reported on the Consolidated Statements of Financial Condition in other liabilities while the provision for credit losses related to unfunded commitments is reported in other non-interest expense. Allowance for Credit Losses on Loans Receivable The allowance for credit losses on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether loans within a pool continue to exhibit similar risk characteristics. If the risk characteristics of a loan change, such that they are no longer similar to other loans in the pool, the Company will evaluate the loan with a different pool of loans that share similar risk characteristics. If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The Company evaluates the pooling methodology at least annually. Loans are charged off against the allowance for credit losses when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off. The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. Such segments include multi-family mortgage, nonresidential mortgage, commercial business, construction, one- to four- family residential mortgage, home equity and consumer. For most segments the Company calculates estimated credit losses using a probability of default and loss given default methodology, the results of which are applied to the aggregated discounted cash flow of each individual loan within the segment. The point in time probability of default and loss given default are then conditioned by macroeconomic scenarios to incorporate reasonable and supportable forecasts that affect the collectability of the reported amount. The Company estimates the allowance for credit losses on loans via a quantitative analysis which considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. The Company evaluates a variety of factors including third party economic forecasts, industry trends and other available published economic information in arriving at its forecasts. After the reasonable and supportable forecast period, the Company reverts, on a straight-line basis, to the historical average economic variables. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or the renewal option is included in the original or modified contract at the reporting date and are not unconditionally cancelable by the Company. Also included in the allowance for credit losses on loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors that the Company considers include changes in lending policies and procedures, business conditions, the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due loans and non-accrual loans, the effect of external factors such as competition, legal and regulatory requirements, among others. Qualitative loss factors are applied to each portfolio segment with the amounts judgmentally determined by the relative risk to the most severe loss periods identified in the historical loan charge-offs of a peer group of similar-sized regional banks. F-15 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies (continued) Individually Evaluated Loans On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will charge off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan. Acquired Loans Acquired loans are included in the Company's calculation of the allowance for credit losses. How the allowance on an acquired loan is recorded depends on whether or not it has been classified as a Purchased Credit Deteriorated (“PCD”) loan. PCD loans are loans acquired at a discount that is due, in part, to credit quality. PCD loans are accounted for in accordance with ASC Subtopic 326-20 and are initially recorded at fair value as determined by the sum of the present value of expected future cash flows and an allowance for credit losses at acquisition. The allowance for PCD loans is recorded through a gross-up effect, while the allowance for acquired non-PCD loans is recorded through provision expense, consistent with originated loans. Thus, the determination of which loans are PCD and non-PCD can have a significant impact on the accounting for these loans. Subsequent to acquisition, the allowance for PCD loans will generally follow the same estimation, provision and charge-off process as non-PCD acquired and originated loans. Allowance for Credit Losses on Off-Balance Sheet Commitments The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancelable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment. As noted above, the allowance for credit losses on unfunded loan commitments is included in other liabilities on the Consolidated Statements of Financial Condition and the related credit expense is recorded in other non-interest expense in the Consolidated Statements of Income. Troubled Debt Restructurings (“TDR”) A modification to the terms of a loan is generally considered a TDR if the Company grants a concession to a borrower, that it would not otherwise consider, due to the borrower’s financial difficulties. In granting the concession, the Company’s general objective is to obtain more cash or other value from the borrower or otherwise increase the probability of repayment. A TDR may include, but is not necessarily limited to, the modification of loan terms such as the reduction of the loan’s stated interest rate, extension of the maturity date and/or reduction or deferral of amounts owed under the terms of the loan agreement. In measuring the impairment associated with restructured loans that qualify as TDRs, the Company compares the present value of the cash flows that are expected to be received in accordance with the loan’s modified terms, discounted at the loan’s original contractual interest rate, with the pre-modification carrying value to measure impairment. All restructured loans that qualify as TDRs are placed on nonaccrual status for a period of no less than six months after restructuring, irrespective of the borrower’s adherence to a TDR’s modified repayment terms during which time TDRs continue to be adversely classified and reported as impaired. TDRs may be returned to accrual status and a non-adverse classification if (1) the borrower has paid timely P&I payments in accordance with the terms of the restructured loan agreement for no less than six consecutive months after restructuring, and (2) the Company expects to receive all P&I payments owed substantially in accordance with the terms of the restructured loan agreement. F-16 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies (continued) Premises and Equipment Land is carried at cost. Office buildings, leasehold improvements and furniture, fixtures and equipment are carried at cost, less accumulated depreciation and amortization. Office buildings and furniture, fixtures and equipment are depreciated using the straight-line method over their estimated useful lives of the respective assets. Leasehold improvements are amortized using the straight-line method over the terms of the respective leases or lives of the assets, whichever is shorter. Construction in progress primarily represents facilities under construction for future use in our business and includes all costs to acquire land and construct buildings, as well as capitalized interest during the construction period. Interest is capitalized at the Company’s average cost of interest-bearing liabilities. Other Real Estate Owned and Other Repossessed Assets Properties and other assets acquired through foreclosure, deed in lieu of foreclosure or repossession are carried at estimated fair value, less estimated selling costs. The estimated fair value of real estate property and other repossessed assets is generally based on independent appraisals. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for credit losses. Thereafter, decreases in the properties’ estimated fair value are charged to income along with any additional property maintenance and protection expenses incurred in owning the properties. Federal Home Loan Bank Stock Federal law requires a member institution of the FHLB system to hold restricted stock of its district FHLB according to a predetermined formula. The restricted stock is carried at cost, less any applicable impairment. Both cash and stock dividends are reported as income. Goodwill and Other Intangible Assets Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed its annual impairment test during the fourth quarter of its fiscal year ended June 30, 2023. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on our audited Consolidated Statements of Financial Condition. In assessing impairment, the Company has the option to perform a qualitative analysis to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of such events or circumstances, the Company determines it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the Company would not be required to perform a quantitative impairment test. For the year ended June 30, 2023, the annual quantitative assessment of goodwill for our single reporting unit was performed utilizing a discounted cash flow analysis (“income approach”) and estimates of selected market information (“market approaches”). The income approach measures the fair value of an interest in a business by discounting expected future cash flows to present value. The market approaches take into consideration fair values of comparable companies operating in similar lines of business that are potentially subject to similar economic and environmental factors and could be considered reasonable investment alternatives. The result of the income approach was weighted at 50% and the results of the market approaches comprised the remaining 50% in determining the fair value of our single reporting unit. The results of the annual quantitative impairment analysis indicated that the fair value exceeded the carrying value for our single reporting unit. No impairment charges were required to be recorded in the years ended June 30, 2023, 2022 or 2021. If an impairment loss is determined to exist in the future, such loss will be reflected as an expense in the Consolidated Statements of Income in the period in which the impairment loss is determined. The balance of other intangible assets at June 30, 2023 and 2022 totaled $2.5 million and $3.0 million, respectively, representing the remaining unamortized balance of the core deposit intangibles ascribed to the value of deposits acquired by the Bank through the acquisition of Clifton Bancorp Inc. in April 2018 and MSB Financial Corp. in July 2020. F-17 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies (continued) Bank Owned Life Insurance Bank owned life insurance is accounted for using the cash surrender value method and is recorded at its net realizable value. The change in the net asset value is recorded as a component of non-interest income. A deferred liability has been recorded for the estimated cost of postretirement life insurance benefits accruing to applicable employees and directors covered by an endorsement split-dollar life insurance arrangement. Transfers of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company - put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) 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 (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. Income Taxes The Company and its subsidiaries file consolidated federal income tax returns. Federal income taxes are allocated to each entity based on their respective contributions to the taxable income of the consolidated income tax returns. Separate state income tax returns are filed for the Company and its subsidiaries on either a consolidated or unconsolidated basis as required by the jurisdiction. The federal income tax rate of 21% was applicable for the years ended June 30, 2023, 2022 or 2021. Federal and state income taxes have been provided on the basis of the Company’s income or loss as reported in accordance with GAAP. The amounts reflected on the Company’s state and federal income tax returns differ from these provisions due principally to temporary differences in the reporting of certain items for financial statement reporting and income tax reporting purposes. The tax effect of these temporary differences is accounted for as deferred taxes applicable to future periods. Deferred income tax expense or benefit is determined by recognizing deferred tax assets and liabilities for the estimated 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 apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance provided for the full amount which is not more likely than not to be realized. The Company identified no significant income tax uncertainties through the evaluation of its income tax positions as of June 30, 2023 and 2022. Therefore, the Company has no unrecognized income tax benefits as of those dates. Our policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the Consolidated Statements of Income. The Company recognized no material interest and penalties during the years ended June 30, 2023, 2022 or 2021. The tax years subject to examination by the taxing authorities are the years ended June 30, 2022, 2021 and 2020. Retirement Plans Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Deferred compensation plan expense allocates the benefits over years of service. Employee Stock Ownership Plan The cost of shares issued to the Employee Stock Ownership Plan (the “ESOP”), but not yet allocated to participants, is shown as a reduction of shareholders’ equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. Dividends on allocated and unallocated ESOP shares either reduce retained earnings or reduce debt and accrued interest as determined by the ESOP Plan Administrator. F-18 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies (continued) Comprehensive Income Comprehensive income is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes items recorded in equity, such as unrealized gains and losses on securities available for sale, unrealized gains and losses on derivatives and amortization related to post-retirement obligations. Comprehensive income is presented in a separate Consolidated Statement of Comprehensive Income. Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements. Loan Commitments and Related Financial Instruments Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. (See Note 17, Commitments, for additional information). Derivatives and Hedging The Company utilizes derivative instruments in the form of interest rate swaps and caps to hedge its exposure to interest rate risk in conjunction with its overall asset/liability management process. In accordance with accounting requirements, the Company formally designates all of its hedging relationships as either fair value hedges, intended to offset the changes in the value of certain financial instruments due to movements in interest rates, or cash flow hedges, intended to offset changes in the cash flows of certain financial instruments due to movement in interest rates, and documents the strategy for undertaking the hedge transactions, and its method of assessing ongoing effectiveness. The Company does not use derivative instruments for speculative purposes. All derivatives are recognized as either assets or liabilities in the Consolidated Financial Statements at their fair values. For a derivative designated as a cash flow hedge, the gain or loss on the derivative is recorded in other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. For a derivative designated as a fair value hedge, 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 current earnings. Derivative instruments qualify for hedge accounting treatment only if they are designated as such on the date on which the derivative contract is entered and are expected to be, and are, effective in substantially reducing interest rate risk arising from the assets and liabilities identified as exposing the Company to risk. Those derivative financial instruments that do not meet the hedging criteria discussed below would be classified as undesignated derivatives and would be recorded at fair value with changes in fair value recorded in income. The Company discontinues hedge accounting when (a) it determines that a derivative is no longer effective in offsetting changes in cash flows of a hedged item; (b) the derivative expires or is sold, terminated or exercised; (c) probability exists that the forecasted transaction will no longer occur; or (d) management determines that designating the derivative as a hedging instrument is no longer appropriate. In all cases in which hedge accounting is discontinued and a derivative remains outstanding, the Company will carry the derivative at fair value in the Consolidated Financial Statements, recognizing changes in fair value in current period income in the Consolidated Statements of Income. In accordance with the applicable accounting guidance, the Company takes into account the impact of collateral and master netting agreements that allow it to settle all derivative contracts held with a single counterparty on a net basis, and to offset the net derivative position with the related collateral when recognizing derivative assets and liabilities. As a result, the Company’s Statements of Financial Condition could reflect derivative contracts with negative fair values included in derivative assets, and contracts with positive fair values included in derivative liabilities. F-19 Note 1 - Summary of Significant Accounting Policies (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements The Company’s interest rate derivatives are comprised of interest rate swaps and caps hedging variable rate wholesale funding and accounted for as cash flow hedges. The carrying value of interest rate derivatives is included in the balance of other assets or other liabilities and comprises the remaining unamortized cost of interest rate caps and the cumulative changes in the fair value of interest rate derivatives. Such changes in fair value are offset against accumulated other comprehensive income, net of deferred income tax. In general, the cash flows received and/or exchanged with counterparties for those derivatives qualifying as interest rate hedges are generally classified in the financial statements in the same category as the cash flows of the items being hedged. Interest differentials paid or received under the swap agreements are reflected as adjustments to interest expense. The notional amounts of the interest rate swaps are not exchanged and do not represent exposure to credit loss. In the event of default by a counter party, the risk in these transactions is the cost of replacing the agreements at current market rates. Net Income per Common Share (“EPS”) Basic EPS is based on the weighted average number of common shares actually outstanding adjusted for the ESOP shares not yet committed to be released. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as outstanding stock options or restricted stock units, were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of contracts or securities exercisable or which could be converted into common stock, if dilutive, using the treasury stock method. Shares issued and reacquired during any period are weighted for the portion of the period they were outstanding. Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 18, Fair Value of Financial Instruments. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates. Operating Segments Public companies are required to report certain financial information about significant revenue-producing segments of the business for which such information is available and utilized by the chief operating decision makers. Substantially all of the Company’s operations occur through the Bank and involve the delivery of loan and deposit products to customers. Management makes operating decisions and assesses performance based on an ongoing review of its banking operation, which constitutes the Company’s only operating segment for financial reporting purposes. Stock Compensation Plans Compensation expense related to stock options, non-vested stock awards and non-vested stock units is based on the fair value of the award on the measurement date with expense recognized on a straight-line basis over the service period of the award. The fair value of stock options is estimated using the Black-Scholes valuation model. The fair value of non- vested stock awards and stock units is generally the closing market price of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. Reclassification Certain reclassifications have been made in the consolidated financial statements to conform to the current year presentation. Such reclassifications had no impact on net income or stockholders’ equity as previously reported. F-20 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Recent Accounting Pronouncements In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” to improve the usefulness of information provided to investors about certain loan refinancings, restructurings and writeoffs. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors and enhances disclosure requirements for certain modifications made to borrowers experiencing financial difficulty. In addition, ASU 2022-02 requires public business entities to disclose current-period gross writeoffs for financing receivables and net investments in leases by year of origination in the vintage disclosures. For entities that have adopted ASU 2016-13, the amendments in ASU 2022-02 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted if an entity has adopted ASU 2016-13, including adoption in an interim period. If an entity elects to early adopt the amendments in ASU 2022-02, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The amendments in ASU 2022-02 should be applied prospectively, but for the amendments related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method that would result in a cumulative-effect adjustment to retained earnings in the period of adoption. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements. Adoption of New Accounting Standards In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” that extends the period of time preparers can utilize the reference rate reform relief guidance. In 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when LIBOR would cease being published. In 2021, the UK Financial Conduct Authority delayed the intended cessation date of certain tenors of USD LIBOR to June 30, 2023. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. For all entities, the amendments in ASU 2022-06 are effective upon issuance. The Company adopted this ASU on December 21, 2022 on a prospective basis; therefore, there was no impact to its consolidated financial statements upon adoption. In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method” which clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amends the guidance in ASU 2017-12 (released in August 2017) that, among other things, established the last- of-layer method to enable fair value hedge accounting for these portfolios to be more accessible. ASU 2022-01 expands the current last-of-layer method to allow multiple hedged layers of a single closed portfolio under this method. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. The scope of last-of-layer hedging will be expanded so that the portfolio layer method can be utilized for nonprepayable financial assets. In addition, ASU 2022-01 specifies eligible hedging instruments in a single-layer hedge, provides additional guidance on the accounting for and disclosure of hedge basis adjustments under the portfolio layer method, and specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. For public business entities, the amendments in ASU 2022-01 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted on any date on or after the issuance of ASU 2022-01 for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. The Company adopted this ASU on July 1, 2022 on a prospective basis; therefore, there was no impact to its consolidated financial statements upon adoption. Note 3 – Business Combination On July 10, 2020, the Company completed its acquisition of MSB Financial Corp. (“MSB”) and its subsidiary, Millington Bank. In accordance with the merger agreement, approximately $9.8 million in cash and 5,853,811 shares of Company common stock were distributed to former MSB shareholders in exchange for their shares of MSB common stock. The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. Management engaged a third-party specialist to develop the fair value estimate of certain MSB’s assets and liabilities as of the acquisition date. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of July 10, 2020 based on management’s best estimate using the information available as of the merger date. The application of the acquisition method of accounting resulted in the recognition of bargain purchase gain of $3.1 million and a core deposit intangible of $690,000. During the year ended June 30, 2021, the Company completed all MSB tax returns and determined that there were no material adjustments to the balance of deferred income tax assets or bargain purchase gain associated with the MSB acquisition. F-21 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 3 – Business Combination (continued) The Company recorded the assets acquired and liabilities assumed through the merger at fair value as summarized in the following table: Cash paid for acquisition Value of stock issued Total purchase price Cash and cash equivalents Investment securities Loans receivable Allowance for loan losses Premises and equipment FHLB stock Accrued interest receivable Core deposit intangibles Bank owned life insurance Deferred income taxes, net Other assets Total assets acquired Deposits FHLB borrowings Advance payments by borrowers for taxes Other liabilities Total liabilities assumed Net assets acquired Bargain purchase gain ________________________________________ Explanation of certain fair value related adjustments: As Recorded by MSB Fair Value Adjustments As Recorded at Acquisition (In Thousands) $ $ $ 9,830 45,133 54,963 14,126 3,490 530,244 — 4,477 3,345 1,701 690 14,663 3,881 5,325 $ 14,126 $ — 4,000 537,589 (6,037) 7,698 3,345 1,701 — 14,663 1,729 4,830 (510) (a) (7,345) (b) 6,037 (c) (3,221) (d) — — 690 (e) — 2,152 (f) 495 (g) 583,644 $ (1,702) $ 581,942 458,392 $ 1,786 (h) $ 62,900 794 810 — — (756) (i) $ 522,896 $ 1,030 $ $ $ 460,178 62,900 794 54 523,926 58,016 (3,053) $ $ (a) Represents the fair value adjustments on investment securities. (b) Represents the fair value adjustments on the net book value of loans, which includes an interest rate mark and credit mark adjustment and the reversal of deferred fees/costs and premiums. (c) Represents the elimination of MSB’s allowance for loan losses. (d) Represents the fair value adjustments to reflect the fair value of land and buildings and premises and equipment, which will be amortized on a straight-line basis over the estimated useful lives of the individual assets. (e) Represents the intangible assets recorded to reflect the fair value of core deposits. The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the estimated average life of the deposit base. (f) Represents an adjustment to net deferred tax assets resulting from the fair value adjustments related to the acquired assets, liabilities assumed and identifiable intangible assets recorded. (g) Represents an adjustment to other assets acquired. (h) Represents fair value adjustments on time deposits, which will be treated as a reduction of interest expense over the remaining term of the time deposits. (i) Represents an adjustment to other liabilities assumed. F-22 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 3 – Business Combination (continued) The fair value of loans acquired from MSB was estimated using cash flow projections based on the remaining maturity and repricing terms. Cash flows were adjusted by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value using a risk-adjusted market rate for similar loans. There was no carryover of MSB’s allowance for loan losses associated with the loans that were acquired. For information regarding purchased loans which have been determined to be PCD, refer to Note 5, Loans Receivable. The core deposit intangible asset recognized is being amortized over its estimated useful life of approximately 10 years utilizing the sum-of-the-years digits method. The fair value of retail demand and interest bearing deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual future cash flows using market rates offered for time deposits of similar remaining maturities. Merger-related expenses were recorded in the Consolidated Statements of Income as a component of non-interest expense and include costs relating to the Company’s acquisition of MSB, as described above. These charges represent one-time costs associated with acquisition activities and are expensed as incurred. Direct acquisition and other charges were recorded in merger- related expense on the Consolidated Statements of Income. Direct acquisition and other charges incurred in connection with the MSB merger totaled $4.3 million for the year ended June 30, 2021. Note 4 - Securities The following tables present the amortized cost, gross unrealized gains and losses and estimated fair values for available for sale securities and the amortized cost, gross unrecognized gains and losses and estimated fair values for held to maturity securities as of the dates indicated. Available for sale: Debt securities: Asset-backed securities Collateralized loan obligations Corporate bonds Total debt securities Mortgage-backed securities: Residential pass-through securities (1) Commercial pass-through securities (1) Total mortgage-backed securities Amortized Cost Gross Unrealized Gains June 30, 2023 Gross Unrealized Losses (In Thousands) Allowance for Credit Losses Fair Value $ 138,281 $ 4 $ 2,115 $ — $ 381,915 159,666 679,862 539,506 164,499 704,005 268 — 272 2 — 2 5,187 24,648 31,950 103,357 21,105 124,462 — — — — — — 136,170 376,996 135,018 648,184 436,151 143,394 579,545 Total securities available for sale $ 1,383,867 $ 274 $ 156,412 $ — $ 1,227,729 ________________________________________ (1) Government-sponsored enterprises. F-23 Note 4 - Securities (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Amortized Cost Gross Unrealized Gains June 30, 2022 Gross Unrealized Losses (In Thousands) Allowance for Credit Losses Fair Value Available for sale: Debt securities: Obligations of state and political subdivisions $ 28,485 $ 39 $ 89 $ — $ Asset-backed securities Collateralized loan obligations Corporate bonds Total debt securities Mortgage-backed securities: Collateralized mortgage obligations (1) Residential pass-through securities (1) Commercial pass-through securities (1) Total mortgage-backed securities 169,506 315,693 159,871 673,555 7,451 595,337 185,781 788,569 — — 175 214 — 45 1 46 2,949 7,880 6,649 17,567 329 80,624 19,771 100,724 — — — — — — — — 28,435 166,557 307,813 153,397 656,202 7,122 514,758 166,011 687,891 Total securities available for sale $ 1,462,124 $ 260 $ 118,291 $ — $ 1,344,093 ________________________________________ (1) Government-sponsored enterprises. Amortized Cost Gross Unrecognized Gains June 30, 2023 Gross Unrecognized Losses (In Thousands) Allowance for Credit Losses Fair Value Held to maturity: Debt securities: Obligations of state and political subdivisions $ 16,051 $ Total debt securities Mortgage-backed securities: Residential pass-through securities (1) Commercial pass-through securities (1) Total mortgage-backed securities 16,051 118,166 12,248 130,414 — $ — 321 $ 321 — $ — 15,730 15,730 — — — 12,736 2,239 14,975 — — — 105,430 10,009 115,439 Total securities held to maturity $ 146,465 $ — $ 15,296 $ — $ 131,169 ________________________________________ (1) Government-sponsored enterprises. F-24 Note 4 - Securities (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Amortized Cost Gross Unrecognized Gains June 30, 2022 Gross Unrecognized Losses (In Thousands) Allowance for Credit Losses Fair Value Held to maturity: Debt securities: Obligations of state and political subdivisions $ 21,159 $ Total debt securities Mortgage-backed securities: Residential pass-through securities (1) Commercial pass-through securities (1) Total mortgage-backed securities 21,159 84,851 12,281 97,132 44 $ 44 78 $ 78 — $ — 21,125 21,125 — — — 8,587 1,552 10,139 — — — 76,264 10,729 86,993 Total securities held to maturity $ 118,291 $ 44 $ 10,217 $ — $ 108,118 ________________________________________ (1) Government-sponsored enterprises. Excluding the balances of mortgage-backed securities, the following tables present the amortized cost and estimated fair values of debt securities available for sale and held to maturity, by contractual maturity, at June 30, 2023: June 30, 2023 Amortized Cost Fair Value (In Thousands) $ — $ 21,865 363,433 294,564 $ 679,862 $ — 21,526 339,589 287,069 648,184 June 30, 2023 Amortized Cost Fair Value (In Thousands) $ 3,386 $ 12,054 611 — 3,361 11,776 593 — $ 16,051 $ 15,730 Available for sale debt securities: Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Total Held to maturity debt securities: Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Total F-25 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 4 - Securities (continued) Sales of securities available for sale were as follows for the periods presented below: Available for sale securities sold: Proceeds from sales of securities Gross realized gains Gross realized losses Net (loss) gain on sales of securities Year Ended June 30, 2023 2022 2021 (In Thousands) $ $ $ 105,199 $ 100,336 $ 98,084 — $ (15,227) (15,227) $ — $ (565) (565) $ 1,196 (470) 726 Gains resulting from calls of securities available for sale were as follows for the periods presented below: Available for sale securities called: Gross realized gains Gross realized losses Net gain on calls of securities Year Ended June 30, 2023 2022 2021 (In Thousands) $ $ — $ — — $ 6 $ — 6 $ 41 — 41 During the years ended June 30, 2023, 2022 and 2021, there were no gains or losses recorded on sales or calls of securities held to maturity. The carrying value of securities pledged for borrowings at the FHLB and other institutions, and securities pledged for public funds and other purposes, were as follows as of the dates presented below: Securities pledged: Pledged for borrowings at the FHLB of New York Pledged to secure public funds on deposit Pledged for potential borrowings at the Federal Reserve Bank of New York Total carrying value of securities pledged June 30, 2023 June 30, 2022 (In Thousands) $ — $ 201,239 529,216 $ 730,455 $ 178,048 357,841 378,071 913,960 F-26 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 4 - Securities (continued) The following tables present the gross unrealized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that securities have been in a continuous unrealized loss position within the available for sale portfolio at June 30, 2023 and 2022: June 30, 2023 Less than 12 Months 12 Months or More Fair Value Unrealized Losses Fair Value Unrealized Losses Number of Securities Total Fair Value Unrealized Losses (Dollars in Thousands) Securities Available for Sale: Asset-backed securities $ 33,833 $ 129 $ 98,828 $ Collateralized loan obligations Corporate bonds Commercial pass-through securities Residential pass-through securities 46,903 25,511 63,531 10,520 135 1,354 1,380 702 294,813 109,507 79,863 1,986 5,052 23,294 19,725 14 $ 132,661 $ 26 31 12 341,716 135,018 143,394 2,115 5,187 24,648 21,105 425,170 102,655 108 435,690 103,357 Total $ 180,298 $ 3,700 $ 1,008,181 $ 152,712 191 $ 1,188,479 $ 156,412 June 30, 2022 Less than 12 Months 12 Months or More Fair Value Unrealized Losses Fair Value Unrealized Losses Number of Securities Total Fair Value Unrealized Losses (Dollars in Thousands) Securities Available for Sale: Obligations of state and political subdivisions $ 11,310 $ 89 $ — $ Asset-backed securities Collateralized loan obligations Corporate bonds Collateralized mortgage obligations Commercial pass-through securities 161,303 236,967 129,407 7,122 63,045 2,928 6,435 6,464 329 3,194 Residential pass-through securities 237,928 26,566 5,254 70,846 3,815 — 102,817 274,197 — 21 1,445 185 — 16,577 54,058 30 $ 11,310 $ 15 24 27 6 166,557 307,813 133,222 7,122 21 165,862 106 512,125 89 2,949 7,880 6,649 329 19,771 80,624 Total $ 847,082 $ 46,005 $ 456,929 $ 72,286 229 $ 1,304,011 $ 118,291 F-27 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 4 - Securities (continued) The following table presents the gross unrecognized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that securities have been in a continuous unrecognized loss position within the held to maturity portfolio at June 30, 2023 and 2022: June 30, 2023 Less than 12 Months 12 Months or More Total Fair Value Unrecognized Losses Fair Value Unrecognized Losses Number of Securities Fair Value Unrecognized Losses (Dollars in Thousands) Securities Held to Maturity: Obligations of state and political subdivisions $ 13,642 $ 268 $ 2,088 $ Commercial pass-through securities — Residential pass-through securities 38,135 — 319 10,009 67,295 53 2,239 12,417 32 $ 15,730 $ 1 10,009 9 105,430 321 2,239 12,736 Total $ 51,777 $ 587 $ 79,392 $ 14,709 42 $ 131,169 $ 15,296 June 30, 2022 Less than 12 Months 12 Months or More Total Fair Value Unrecognized Losses Fair Value Unrecognized Losses Number of Securities Fair Value Unrecognized Losses (Dollars in Thousands) Securities Held to Maturity: Obligations of state and political subdivisions $ 8,681 $ 78 $ — $ Commercial pass-through securities Residential pass-through securities 10,729 76,264 1,552 8,587 — — Total $ 95,674 $ 10,217 $ — $ — — — — 15 $ 8,681 $ 1 8 10,729 76,264 78 1,552 8,587 24 $ 95,674 $ 10,217 Available for sale securities are evaluated to determine if a decline in fair value below the amortized cost basis has resulted from a credit loss or from other factors. An impairment related to credit factors would be recorded through an allowance for credit losses. The allowance is limited to the amount by which the security’s amortized cost basis exceeds the fair value. An impairment that has not been recorded through an allowance for credit losses shall be recorded through other comprehensive income, net of applicable taxes. Investment securities will be written down to fair value through the Consolidated Statement of Income if management intends to sell, or may be required to sell, the securities before they recover in value. The issuers of these securities continue to make timely principal and interest payments and none of these securities were past due or were placed in nonaccrual status at June 30, 2023. Management believes that the unrealized losses on these securities are a function of changes in market interest rates and credit spreads, not changes in credit quality. No allowance for credit losses was recorded at June 30, 2023 on available for sale securities. The sale of available for sale securities during the year ended June 30, 2023 was part of a wholesale restructuring and the proceeds were reinvested in higher yielding securities. The Company was not required to sell these securities. At June 30, 2023, the held to maturity securities portfolio consisted of agency mortgage-backed securities and obligations of state and political subdivisions. The mortgage-backed securities are issued by U.S. government agencies and are implicitly guaranteed by the U.S. government. The obligations of state and political subdivisions in the portfolio are highly rated by major rating agencies and have a long history of no credit losses. The Company regularly monitors the obligations of state and political subdivisions sector of the market and reviews collectability including such factors as the financial condition of the issuers as well as credit ratings in effect as of the reporting period. No allowance for credit losses was recorded at June 30, 2023 on held to maturity securities. F-28 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable The following table sets forth the composition of the Company’s loan portfolio at June 30, 2023 and 2022: Commercial loans: Multi-family mortgage Nonresidential mortgage Commercial business Construction Total commercial loans June 30, 2023 June 30, 2022 (In Thousands) $ 2,761,775 $ 2,409,090 968,574 146,861 226,609 1,019,838 176,807 140,131 4,103,819 3,745,866 One- to four-family residential mortgage 1,700,559 1,645,816 Consumer loans: Home equity loans Other consumer Total consumer loans Total loans Unaccreted yield adjustments (1) 43,549 2,549 46,098 42,028 2,866 44,894 5,850,476 5,436,576 (21,055) (18,731) Total loans receivable, net of yield adjustments $ 5,829,421 $ 5,417,845 ___________________________ (1) At June 30, 2023, included a fair value adjustment to the carrying amount of hedged one- to four-family residential mortgage loans. The Bank has granted loans to officers and directors of the Company and its subsidiaries and to their associates. As of June 30, 2023 and 2022, such loans totaled approximately $2.5 million and $2.6 million, respectively. During the year ended June 30, 2023, the Bank granted no new loans to related parties. During the year ended June 30, 2022, the Bank granted two new loans to related parties totaling $1.8 million. F-29 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable (continued) Past Due Loans Past due status is based on the contractual payment terms of the loans. The following tables present the payment status of past due loans as of June 30, 2023 and 2022, by loan segment: One- to four-family residential mortgage 2,019 1,202 30-59 Days 60-89 Days Payment Status June 30, 2023 90 Days and Over Total Past Due (In Thousands) Current Total $ 2,958 $ — $ 10,756 $ 13,714 $ 2,748,061 $ 2,761,775 792 528 — — 16 — 25 — — — 8,233 236 — 3,731 50 — 9,025 780 — 959,549 146,081 226,609 968,574 146,861 226,609 6,952 1,693,607 1,700,559 75 — 43,474 2,549 43,549 2,549 $ 6,322 $ 1,218 $ 23,006 $ 30,546 $ 5,819,930 $ 5,850,476 30-59 Days 60-89 Days Payment Status June 30, 2022 90 Days and Over Total Past Due (In Thousands) Current Total $ 3,148 $ 3,056 $ 7,788 $ 13,992 $ 2,395,098 $ 2,409,090 4,026 98 — 1,525 28 — — 57 — 253 35 — 18,132 22,158 155 — 3,455 — — 997,680 176,497 140,131 1,019,838 176,807 140,131 310 — 5,233 1,640,583 1,645,816 63 — 41,965 2,866 42,028 2,866 $ 8,825 $ 3,401 $ 29,530 $ 41,756 $ 5,394,820 $ 5,436,576 Multi-family mortgage Nonresidential mortgage Commercial business Construction Home equity loans Other consumer Total loans Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans Nonperforming Loans Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when the Company does not expect to receive all P&I payment owed substantially in accordance with the terms of the loan agreement, regardless of past due status. Loans that become 90 days past due, but are well secured and in the process of collection, may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and the Company expects to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement. Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan. The Company did not recognize interest income on non-accrual loans during the years ended June 30, 2023, 2022 and 2021. F-30 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable (continued) The following tables present information relating to the Company’s nonperforming loans as of June 30, 2023 and 2022: Performance Status June 30, 2023 90 Days and Over Past Due Accruing Nonaccrual Loans with Allowance for Credit Losses Nonaccrual Loans with no Allowance for Credit Losses Total Nonperforming Performing Total $ — $ 5,686 $ — — — — — — 11,815 71 — 1,640 — — (In Thousands) 13,428 $ 4,725 181 — 5,031 50 — 19,114 $ 2,742,661 $ 2,761,775 968,574 952,034 16,540 146,861 146,609 252 226,609 226,609 — 1,700,559 1,693,888 6,671 43,549 43,499 50 2,549 2,549 — $ — $ 19,212 $ 23,415 $ 42,627 $ 5,807,849 $ 5,850,476 Performance Status June 30, 2022 90 Days and Over Past Due Accruing Nonaccrual Loans with Allowance for Credit Losses Nonaccrual Loans with no Allowance for Credit Losses Total Nonperforming Performing Total (In Thousands) $ — $ 8,367 $ 18,286 $ 26,653 $ 2,382,437 $ 2,409,090 — — — — — — 12,602 19,292 31,894 212 — 3,543 302 — 81 1,561 4,946 1,129 — 293 1,561 8,489 1,431 — 987,944 176,514 138,570 1,019,838 176,807 140,131 1,637,327 1,645,816 40,597 2,866 42,028 2,866 $ — $ 25,026 $ 45,295 $ 70,321 $ 5,366,255 $ 5,436,576 Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans Troubled Debt Restructurings On a case-by-case basis, the Company may agree to modify the contractual terms of a loan to assist a borrower who may be experiencing financial difficulty, as well as to preserve the Company’s position in the loan. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a TDR. The Company had TDRs totaling $17.4 million and $22.2 million as of June 30, 2023 and 2022, respectively. The allowance for credit losses associated with the TDRs presented in the tables below totaled $274,000 and $365,000 as of June 30, 2023 and 2022, respectively. As of June 30, 2023, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured in a TDR. F-31 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable (continued) The following tables present total TDRs at June 30, 2023 and 2022: Commercial loans: Multi-family mortgage Nonresidential mortgage Commercial business Construction Total commercial loans Accrual June 30, 2023 Non-accrual Total # of Loans Amount # of Loans Amount # of Loans Amount (Dollars In Thousands) — $ 3 6 — 9 — 170 3,197 — 3,367 2 $ 2 — — 4 5,400 700 — — 6,100 2 $ 5 6 — 13 5,400 870 3,197 — 9,467 One- to four-family residential mortgage 39 6,752 4 774 43 7,526 Consumer loans: Home equity loans Total Commercial loans: Multi-family mortgage Nonresidential mortgage Commercial business Construction Total commercial loans 6 368 54 $ 10,487 — — 8 $ 6,874 6 368 62 $ 17,361 Accrual June 30, 2022 Non-accrual Total # of Loans Amount # of Loans Amount # of Loans Amount (Dollars In Thousands) — $ 4 5 — 9 — 389 3,631 — 4,020 2 $ 2 2 1 7 5,626 1,565 82 1,561 8,834 2 $ 6 7 1 5,626 1,954 3,713 1,561 16 12,854 One- to four-family residential mortgage 29 4,488 16 3,314 45 7,802 Consumer loans: Home equity loans Total 5 43 $ 164 8,672 2 1,364 25 $ 13,512 7 1,528 68 $ 22,184 F-32 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable (continued) The following table presents information regarding TDRs that occurred during the years ended June 30, 2023 and 2022: Year Ended June 30, 2023 Year Ended June 30, 2022 Pre- modification Recorded Investment Post- modification Recorded Investment # of Loans Pre- modification Recorded Investment Post- modification Recorded Investment # of Loans (Dollars In Thousands) — $ — $ 1 2 2 1 313 74 708 35 — 345 74 705 35 2 $ 12,091 $ 12,073 — — 13 2 — — 3,812 1,477 — — 3,924 1,477 6 $ 1,130 $ 1,159 17 $ 17,380 $ 17,474 Multi-family mortgage Nonresidential mortgage Commercial business One- to four-family residential mortgage Home equity loans Total During the year ended June 30, 2023, there were charge-offs of $121,000 related to TDRs. During the year ended June 30, 2022, there were no charge-offs related to TDRs. During the year ended June 30, 2023, there were two TDR defaults totaling $649,000. During the year ended June 30, 2022, there were three TDR defaults totaling $305,000. Loan modifications generally involve a reduction in interest rates and/or extension of maturity dates and also may include step up interest rates in their modified terms which will impact their weighted average yield in the future. The loans which qualified as TDRs during the year ended June 30, 2023, capitalized prior past due amounts, reduced the interest rate or modified the repayment terms. Individually Analyzed Loans Individually analyzed loans include loans which do not share similar risk characteristics with other loans. TDRs will generally be evaluated for individual impairment, however, after a period of sustained repayment performance which permits the credit to be returned to accrual status, a TDR would generally be removed from individual impairment analysis and returned to its corresponding pool. As of June 30, 2023, the carrying value of individually analyzed loans, including loans acquired with deteriorated credit quality that were individually analyzed, totaled $42.6 million, of which $38.2 million were considered collateral dependent. For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, less costs to sell, and the amortized cost basis of the loan as of the measurement date. See Note 18 for additional disclosure regarding fair value of individually analyzed collateral dependent loans. F-33 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable (continued) The following table presents the carrying value and related allowance of collateral dependent individually analyzed loans at the dates indicated: Commercial loans: Multi-family mortgage Nonresidential mortgage (1) Construction Total commercial loans One- to four-family residential mortgage (2) Consumer loans: Home equity loans (2) June 30, 2023 June 30, 2022 Carrying Value Related Allowance Carrying Value Related Allowance (In Thousands) $ 19,114 $ 326 $ 26,653 $ 16,207 — 35,321 2,875 — 3,001 — 3,327 — — 30,733 1,561 58,947 4,305 35 849 2,696 — 3,545 77 — Total $ 38,196 $ 3,327 $ 63,287 $ 3,622 ________________________________________ (1) Secured by income-producing nonresidential property. (2) Secured by one- to four-family residential properties. 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 documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk. The Company uses the following definitions for risk ratings: Pass – Loans that are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner. Special Mention – Loans which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses. Substandard – Loans which are inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Doubtful – Loans which have all of the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values. Loss – Loans which considered uncollectible or of so little value that their continuance as assets is not warranted. F-34 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable (continued) The following table presents the risk category of loans as of June 30, 2023 by loan segment and vintage year: Term Loans by Origination Year for Fiscal Years ended June 30, 2023 2022 2021 2020 2018 Prior Revolving Loans Total (In Thousands) Multi-family mortgage: Pass Special Mention Substandard Doubtful Total multi-family mortgage Nonresidential mortgage: Pass Special Mention Substandard Doubtful Total nonresidential mortgage Commercial business: Pass Special Mention Substandard Doubtful Total commercial business Construction loans: Pass Special Mention Substandard Doubtful Total construction loans Residential mortgage: Pass Special Mention Substandard Doubtful Total residential mortgage Home equity loans: Pass Special Mention Substandard Doubtful Total home equity loans Other consumer loans Pass Special Mention Substandard Doubtful Other consumer loans Total loans $ 603,260 $ 954,554 $ 213,482 $ 198,969 $ 226,929 $ 510,485 $ — — — 954,554 — 9,809 — 223,291 — — — 198,969 6,006 9,432 — 242,367 — — — 603,260 109,725 — — — 109,725 10,364 — — — 10,364 25,070 — — — 25,070 220,443 — — — 220,443 28,644 — — — 28,644 83,032 — 708 — 83,740 25,304 — — — 25,304 36,389 — — — 36,389 143,086 — — — 143,086 195,521 — — — 195,521 454,504 — 542 — 455,046 491,460 — — — 491,460 7,682 — — — 7,682 2,567 — — — 2,567 607 — — — 607 51,933 — — — 51,933 7,875 47 395 — 8,317 12,275 — — — 12,275 80,431 — — — 80,431 1,264 — — — 1,264 59,197 — 919 — 60,116 1,731 176 60 — 1,967 2,961 — — — 2,961 45,741 1,168 80 — 46,989 2,478 — — — 2,478 6,647 22,202 — 539,334 414,742 378 21,497 — 436,617 8,776 2,456 1,385 — 12,617 1,093 — — — 1,093 422,472 425 8,215 — 431,112 7,280 — 287 — 7,567 — $ 2,707,679 12,653 — 41,443 — — — 2,761,775 — 6,000 — — — 6,000 59,031 371 246 — 59,648 5,735 — — — 5,735 945,072 378 23,124 — 968,574 141,725 3,050 2,086 — 146,861 226,609 — — — 226,609 — — — — — 1,690,129 1,593 8,837 — 1,700,559 21,384 — — — 21,384 43,262 — 287 — 43,549 367 — — — 367 2,474 — — 75 2,549 $ 951,989 $ 1,697,890 $ 967,598 $ 353,683 $ 357,180 $ 1,429,252 $ 92,884 $ 5,850,476 42 — — 75 117 247 — — — 247 912 — — — 912 302 — — — 302 494 — — — 494 110 — — — 110 F-35 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable (continued) The following table presents the risk category of loans as of June 30, 2022 by loan segment and vintage year: Multi-family mortgage: Pass Special Mention Substandard Doubtful Total multi-family mortgage Nonresidential mortgage: Pass Special Mention Substandard Doubtful Total nonresidential mortgage Commercial business: Pass Special Mention Substandard Doubtful Total commercial business Construction loans: Pass Special Mention Substandard Doubtful Total construction loans Residential mortgage: Pass Special Mention Substandard Doubtful Total residential mortgage Home equity loans: Pass Special Mention Substandard Doubtful Total home equity loans Other consumer loans Pass Special Mention Substandard Doubtful Other consumer loans Total loans Term Loans by Origination Year for Fiscal Years ended June 30, 2022 2021 2020 2018 2017 Prior Revolving Loans Total (In Thousands) $ 963,263 $ 250,385 $ 211,101 $ 264,174 $ 248,058 $ 438,642 $ — — — 963,263 231,777 — — — 231,777 46,888 — — — 46,888 16,407 — — — 16,407 472,160 — — — 472,160 3,197 — — — 3,197 — — — 250,385 — — — 211,101 — 9,821 — 273,995 — 5,935 — 253,993 87,309 — 720 — 88,029 38,791 — 38 — 38,829 95,526 — — — 95,526 524,163 — — — 524,163 692 — — — 692 53,983 — — — 53,983 12,155 62 319 — 12,536 10,337 — — — 10,337 88,645 — — — 88,645 1,681 — — — 1,681 60,714 — 933 — 61,647 3,581 186 — — 3,767 3,039 — — — 3,039 49,316 1,205 83 — 50,604 3,117 — 120 — 3,237 49,285 — 4,026 — 53,311 4,861 2,173 1,347 — 8,381 6,509 — — — 6,509 55,139 — — — 55,139 2,027 — — — 2,027 6,814 10,897 — 456,353 491,849 591 32,599 — 525,039 6,455 873 61 80 7,469 1,017 — 1,561 — 2,578 442,517 621 11,593 — 454,731 7,321 — 1,539 — 8,860 — $ 2,375,623 6,814 — 26,653 — — — 2,409,090 — 6,052 — — — 6,052 980,969 591 38,278 — 1,019,838 58,662 215 58 2 58,937 5,735 — — — 5,735 171,393 3,509 1,823 82 176,807 138,570 — 1,561 — 140,131 374 — — — 374 1,632,314 1,826 11,676 — 1,645,816 22,334 — — — 22,334 40,369 — 1,659 — 42,028 442 — — — 442 2,783 — — 83 2,866 $ 1,734,134 $ 997,932 $ 378,754 $ 396,664 $ 379,618 $ 1,455,925 $ 93,549 $ 5,436,576 471 — — — 471 34 — — 83 117 258 — — — 258 375 — — — 375 308 — — — 308 895 — — — 895 F-36 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 – Loans Receivable (continued) Purchased Credit Deteriorated Loans PCD loans are acquired loans that, as of the acquisition date, have experienced a more-than-insignificant deterioration in credit quality since origination. Non-PCD loans are acquired loans that have experienced no or insignificant deterioration in credit quality since origination. To distinguish between the two types of acquired loans, the Company evaluates risk characteristics that have been determined to be indicators of deteriorated credit quality. The determining criteria may involve loan specific characteristics such as payment status, debt service coverage or other changes in creditworthiness since the loan was originated, while others are relevant to recent economic conditions, such as borrowers in industries impacted by the pandemic. As part of the acquisition of MSB, the Company purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans is as follows: Purchase price of PCD loans at acquisition Allowance for credit losses at acquisition Non-credit discount at acquisition Par value of acquired PCD loans at acquisition Residential Mortgage Loans in Foreclosure At July 10, 2020 (In Thousands) $ $ 65,347 3,901 167 69,415 The Company may obtain physical possession of one- to four-family real estate collateralizing a residential mortgage loan or nonresidential real estate collateralizing a nonresidential mortgage loan via foreclosure or through an in-substance repossession. As of June 30, 2023, the Company held one nonresidential property with a carrying value of $13.0 million in other real estate owned that was acquired through foreclosure on a nonresidential mortgage loan. As of that same date, the Company held three residential mortgage loans with aggregate carrying values totaling $950,000 and six commercial mortgage loans with aggregate carrying values totaling $9.2 million which were in the process of foreclosure. As of June 30, 2022, the Company held one single- family property in other real estate owned with a carrying value of $178,000 that was acquired through foreclosure on a residential mortgage loan. As of that same date, the Company held seven residential mortgage loans with aggregate carrying values totaling $1.5 million which were in the process of foreclosure. F-37 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 6 – Allowance for Credit Losses Adoption of Topic 326 On July 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which replaced the incurred loss methodology with an expected loss methodology, referred to as the “CECL” methodology. See Note 1, Summary of Significant Accounting Policies, for additional information on the adoption of Topic 326. Allowance for Credit Losses on Loans Receivable The following tables present the balance of the allowance for credit losses (“ACL”) at June 30, 2023 and 2022. The balance of the ACL is based on the CECL methodology, as noted above. The tables identify the valuation allowances attributable to specifically identified impairments on individually analyzed loans, including those acquired with deteriorated credit quality, as well as valuation allowances for impairments on loans collectively evaluated. The tables include the underlying balance of loans receivable applicable to each category as of those dates. Allowance for Credit Losses June 30, 2023 Loans acquired with deteriorated credit quality individually analyzed Loans acquired with deteriorated credit quality collectively evaluated Loans individually analyzed Loans collectively evaluated Total allowance for credit losses (In Thousands) Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans $ — $ — $ 326 $ 26,036 $ 26,362 — — — 3 — — 70 9 — 132 — — 3,001 20 — 70 — — 5,882 1,411 1,336 10,032 338 68 8,953 1,440 1,336 10,237 338 68 $ 3 $ 211 $ 3,417 $ 45,103 $ 48,734 Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans Unaccreted yield adjustments Loans receivable, net of yield adjustments Balance of Loans Receivable June 30, 2023 Loans acquired with deteriorated credit quality individually analyzed Loans acquired with deteriorated credit quality collectively evaluated Loans individually analyzed Loans collectively evaluated Total loans (In Thousands) $ — $ — $ 19,114 $ 2,742,661 $ 2,761,775 333 — — 570 25 — 3,562 4,237 5,735 4,433 — — 16,207 252 — 948,472 142,372 220,874 968,574 146,861 226,609 6,101 1,689,455 1,700,559 25 — 43,499 2,549 43,549 2,549 $ 928 $ 17,967 $ 41,699 $ 5,789,882 $ 5,850,476 (21,055) $ 5,829,421 F-38 Note 6 – Allowance for Credit Losses (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Allowance for Credit Losses June 30, 2022 Loans acquired with deteriorated credit quality individually analyzed Loans acquired with deteriorated credit quality collectively evaluated Loans individually analyzed Loans collectively evaluated Total allowance for credit losses (In Thousands) Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans $ — $ — $ 849 $ 24,472 $ — — — — 26 — 73 9 — 229 — — 2,696 16 — 148 — — 7,821 1,767 1,486 7,163 219 84 25,321 10,590 1,792 1,486 7,540 245 84 $ 26 $ 311 $ 3,709 $ 43,012 $ 47,058 Balance of Loans Receivable June 30, 2022 Loans acquired with deteriorated credit quality individually analyzed Loans acquired with deteriorated credit quality collectively evaluated Loans individually analyzed Loans collectively evaluated Total loans (In Thousands) $ — $ — $ 26,653 $ 2,382,437 $ 2,409,090 377 — — 87 329 — 5,033 1,267 5,735 6,460 58 — 31,517 293 1,561 8,402 1,102 — 982,911 175,247 132,835 1,019,838 176,807 140,131 1,630,867 1,645,816 40,539 2,866 42,028 2,866 $ 793 $ 18,553 $ 69,528 $ 5,347,702 $ 5,436,576 (18,731) $ 5,417,845 Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans Unaccreted yield adjustments Loans receivable, net of yield adjustments F-39 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 6 – Allowance for Credit Losses (continued) The following tables present the activity in the ACL on loans for the years ended June 30, 2023, 2022 and 2021: Changes in the Allowance for Credit Losses Year Ended June 30, 2023 Balance at June 30, 2022 Charge-offs Recoveries Provision for (reversal of) credit losses Balance at June 30, 2023 (In Thousands) $ 25,321 $ 10,590 1,792 1,486 7,540 245 84 (493) $ (39) (364) — — — — — $ 1,534 $ 26,362 — 29 — 2 — 55 (1,598) (17) (150) 2,695 93 (71) 8,953 1,440 1,336 10,237 338 68 $ 47,058 $ (896) $ 86 $ 2,486 $ 48,734 Changes in the Allowance for Credit Losses Year Ended June 30, 2022 Balance at June 30, 2021 Charge-offs Recoveries (In Thousands) (Reversal of) provision for credit losses Balance at June 30, 2022 $ 28,450 $ (1,896) $ — $ (1,233) $ 16,243 2,086 1,170 9,747 433 36 (2,646) (193) — — — (2) 812 160 — 147 27 2 (3,819) (261) 316 (2,354) (215) 48 25,321 10,590 1,792 1,486 7,540 245 84 $ 58,165 $ (4,737) $ 1,148 $ (7,518) $ 47,058 Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans Multi-family mortgage Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans Changes in the Allowance for Loan Losses Year Ended June 30, 2021 Balance at June 30, 2020 (prior to adoption of ASC 326): Impact of adopting Topic 326 Charge-offs Recoveries (In Thousands) Initial allowance on PCD loans (Reversal of) provision for credit losses Balance at June 30, 2021 Multi-family mortgage $ 20,916 $ 8,408 $ — $ — $ 250 $ (1,124) $ Nonresidential mortgage Commercial business Construction One- to four-family residential mortgage Home equity loans Other consumer Total loans 8,763 1,926 236 4,860 568 58 2,390 (421) 80 9,106 92 (15) (80) (1,446) — (13) (32) (41) — 17 — 4 — 9 1,720 1,007 99 720 105 — 3,450 1,003 755 (4,930) (300) 25 28,450 16,243 2,086 1,170 9,747 433 36 $ 37,327 $ 19,640 $ (1,612) $ 30 $ 3,901 $ (1,121) $ 58,165 F-40 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 6 – Allowance for Credit Losses (continued) Allowance for Credit Losses on Off Balance Sheet Commitments The following table presents the activity in the ACL on off balance sheet commitments recorded in other non-interest expense for the years ended June 30, 2023, 2022 and 2021: Balance at beginning of the period Impact of adopting Topic 326 (1) (Reversal of) provision for credit losses Balance at end of the period ________________________________________ (1) Adoption of CECL accounting standard effective July 1, 2020. Note 7 – Leases Year Ended June 30, 2023 2022 2021 (In Thousands) 1,041 $ 1,708 $ — (300) 741 $ — (667) 1,041 $ $ $ — 536 1,172 1,708 The Company leases certain premises and equipment under operating leases. As of June 30, 2023, the Company had right-of-use assets totaling $16.1 million and lease liabilities totaling $17.2 million, which were recorded in other assets and other liabilities, respectively, on the Statement of Financial Condition. By comparison at June 30, 2022, the Company had right-of-use assets of totaling $18.4 million and lease liabilities of totaling $19.2 million. As of June 30, 2023, the weighted average remaining lease term for operating leases was 6.56 years and the weighted average discount rate used in the measurement of operating lease liabilities was 2.70%. Total operating lease costs for the years ended June 30, 2023, 2022 and 2021 was $3.7 million, $3.7 million and $3.8 million, respectively. There were no sale and leaseback transactions, leveraged leases or lease transactions with related parties during the year ended June 30, 2023. At June 30, 2023, the Company had no leases that had not yet commenced. A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability at June 30, 2023 and 2022 is as follows: Less than one year After one year but within two years After two years but within three years After three years but within four years After four years but within five years Greater than five years Total undiscounted cash flows Less: discount on cash flows Total lease liability June 30, 2023 2022 (In Thousands) $ 3,445 $ 3,183 3,071 2,963 1,941 4,305 18,908 (1,687) $ 17,221 $ 3,614 3,187 2,905 2,817 2,707 5,956 21,186 (2,001) 19,185 F-41 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 8 – Premises and Equipment Land Buildings and improvements Leasehold improvements Furnishings and equipment Construction in progress Less accumulated depreciation and amortization Total premises and equipment June 30, 2023 2022 (In Thousands) $ 11,773 $ 45,886 12,029 29,720 71 99,479 51,170 $ 48,309 $ 12,192 48,156 11,336 29,431 426 101,541 48,260 53,281 Depreciation expense on premises and equipment for the fiscal years ended June 30, 2023, 2022 and 2021 totaled $5.7 million, $6.0 million and $5.9 million, respectively. Note 9 – Goodwill and Other Intangible Assets Balance at June 30, 2020 Acquisition of MSB Financial Corp. Amortization Balance at June 30, 2021 Amortization Balance at June 30, 2022 Amortization Balance at June 30, 2023 Goodwill Core Deposit Intangibles (In Thousands) $ 210,895 $ — — 210,895 — 210,895 — $ 210,895 $ 3,995 690 (980) 3,705 (685) 3,020 (563) 2,457 Scheduled amortization of core deposit intangibles for each of the next five years and thereafter is as follows: Year Ending June 30, 2024 2025 2026 2027 2028 Thereafter Core Deposit Intangible Amortization (In Thousands) $ 526 495 467 441 353 175 F-42 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 10 – Deposits Deposits at June 30, 2023 and 2022 are summarized as follows: Non-interest-bearing demand Interest-bearing demand Savings Certificates of deposits Total deposits June 30, 2023 2022 Balance Weighted Average Interest Rate Balance Weighted Average Interest Rate (Dollars in Thousands) $ 609,999 0.00 % $ 653,899 0.00 % 2,252,912 748,721 2,017,551 2.43 0.48 3.02 2,265,597 1,053,198 1,889,562 0.56 0.17 0.80 $ 5,629,183 2.12 % $ 5,862,256 0.50 % Brokered deposits at June 30, 2023 and 2022 are summarized as follows: June 30, 2023 2022 Balance Weighted Average Interest Rate Balance Weighted Average Interest Rate (Dollars in Thousands) $ $ 635,314 635,314 4.28 % $ 4.28 % $ 761,862 761,862 1.14 % 1.14 % Certificates of deposits Total brokered deposits A summary of certificates of deposit by maturity at June 30, 2023 follows: One year or less After one year to two years After two years to three years After three years to four years After four years to five years After five years Total certificates of deposit June 30, 2023 (In Thousands) $ 1,896,132 71,317 23,155 13,775 7,590 5,582 $ 2,017,551 Certificates of deposit with balances of $250,000 or more at June 30, 2023 and 2022, totaled approximately $883.7 million and $897.4 million, respectively. The Bank’s deposits are insurable to applicable limits by the FDIC. F-43 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 11 – Borrowings Borrowings at June 30, 2023 and 2022 consisted of the following: FHLB advances Overnight borrowings(1) Total borrowings June 30, 2023 June 30, 2022 (In Thousands) $ $ 1,281,812 $ 225,000 1,506,812 $ 651,337 250,000 901,337 ________________________________________ (1) At June 30, 2023, represented $125.0 million of FHLB overnight line of credit borrowings and $100.0 million of unsecured overnight borrowings from other financial institutions. At June 30, 2022, represented FHLB overnight line of credit borrowings. Fixed-rate advances from FHLB of New York mature as follows: By remaining period to maturity: Less than one year One to two years Two to three years Three to four years Four to five years Greater than five years Total advances $ Unamortized fair value adjustments Total advances, net of fair value adjustments $ June 30, 2023 June 30, 2022 Balance Weighted Average Interest Rate Balance Weighted Average Interest Rate (Dollars in Thousands) 972,500 103,500 6,500 — 200,000 — 1,282,500 (688) 1,281,812 5.36 % $ 2.68 2.82 — 3.98 — 4.92 % $ 520,000 22,500 103,500 6,500 — — 652,500 (1,163) 651,337 2.04 % 2.63 2.68 2.82 — — 2.17 % At June 30, 2023, FHLB advances and overnight line of credit borrowings were collateralized by the FHLB capital stock owned by the Bank and mortgage loans with carrying values totaling approximately $4.60 billion. At June 30, 2022, FHLB advances and overnight line of credit borrowings were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values totaling approximately $3.58 billion and $178.0 million, respectively. F-44 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 12 – Derivative Instruments and Hedging Activities Risk Management Objective of Using Derivatives The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. 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 specific wholesale funding positions and assets. Fair Values of Derivative Instruments on the Statement of Financial Condition The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Statement of Financial Condition as of June 30, 2023 and 2022: June 30, 2023 Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value (In Thousands) Derivatives designated as hedging instruments: Interest rate contracts Total Other assets $ $ 71,624 Other liabilities 71,624 $ $ — — June 30, 2022 Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value (In Thousands) Derivatives designated as hedging instruments: Interest rate contracts Total Other assets $ $ 41,223 Other liabilities 41,223 $ $ — — Cash Flow Hedges of Interest Rate Risk The Company uses derivatives to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps, interest rate caps and an interest rate floor as part of its interest rate risk management strategy. These interest rate products are designated as cash flow hedges. As of June 30, 2023, the Company had a total of 13 interest rate swaps and caps with a total notional amount of $1.45 billion hedging specific wholesale funding positions and one interest rate floor with a notional amount of $100.0 million hedging floating-rate available for sale securities. For derivatives designated as cash flow hedges, the gain or loss on the derivatives is recorded in other comprehensive income (loss), net of tax, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. For cash flow hedges on the Company's wholesale funding positions, 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 hedged variable rate wholesale funding positions. During the year ended June 30, 2023, the Company reclassified $20.4 million as a reduction in interest expense. During the next 12 months, the Company estimates that $33.8 million will be reclassified as a reduction in interest expense. For cash flow hedges on the Company’s assets, amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest income as interest payments are received on the Company’s hedged variable rate assets. During the year ended June 30, 2023, the Company did not reclassify any amount to interest income. During the next twelve months, the Company estimates that $200,000 will be reclassified as a reduction in interest income. F-45 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 12 – Derivative Instruments and Hedging Activities (continued) The table below presents the pre-tax effects of the Company’s derivative instruments designated as cash flow hedges on the Consolidated Statements of Income for the years ended June 30, 2023, 2022 and 2021: Year Ended June 30, 2023 2022 2021 (In Thousands) Amount of gain recognized in other comprehensive income $ 39,002 $ 35,844 $ 10,825 Amount of gain (loss) reclassified from accumulated other comprehensive income to interest expense 20,393 (4,273) (8,281) Fair Value Hedges of Interest Rate Risk The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. 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. Such derivatives are used to hedge the changes in fair value of certain of its pools of fixed rate assets. As of June 30, 2023, the Company had five interest rate swaps with a notional amount of $675.0 million hedging fixed-rate residential mortgage loans. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivatives as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income. The table below presents the effects of the Company’s derivative instruments designated as fair value hedges on the Consolidated Statements of Income for the year ended June 30, 2023. There were no fair value hedges for the years ended June 30, 2022 and 2021: Loss on hedged items recorded in interest income on loans Gain on hedges recorded in interest income on loans Year Ended June 30, 2023 (In Thousands) $ (11,437) 14,563 As of June 30, 2023, the following amounts were recorded on the Statement of Financial Condition related to cumulative basis adjustment for fair value hedges. There were no fair value hedges at June 30, 2022: Loans receivable: Carrying amount of the hedged assets June 30, 2023 $ 663,563 Fair value hedging adjustment included in the carrying amount of the hedged assets (11,437) ________________________________________ (1) This amount includes the amortized cost basis of the closed portfolios of loans receivable used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolios anticipated to be outstanding for the designated hedge period. At June 30, 2023, the amortized cost basis of the closed portfolios used in these hedging relationships was $1.10 billion. F-46 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 12 – Derivative Instruments and Hedging Activities (continued) Offsetting Derivatives The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives in the Consolidated Statement of Financial Condition as of June 30, 2023 and 2022, respectively. The net amounts presented for derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Consolidated Statement of Financial Condition. June 30, 2023 Gross Amounts Not Offset Gross Amount Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral Received (Posted) Net Amount (In Thousands) Assets: Interest rate contracts Total Liabilities: Interest rate contracts Total $ $ $ $ 72,418 $ 72,418 $ (794) $ (794) $ 71,624 $ 71,624 $ 794 $ 794 $ (794) $ (794) $ — $ — $ — $ — $ — $ — $ — $ — $ 71,624 71,624 — $ — $ — — June 30, 2022 Gross Amounts Not Offset Gross Amount Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral Received (Posted) Net Amount (In Thousands) Assets: Interest rate contracts Total $ $ 41,223 $ 41,223 $ — $ — $ 41,223 $ 41,223 $ — $ — $ — $ — $ 41,223 41,223 Credit Risk-Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Company also has agreements with its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty. As of June 30, 2023, none of the Company’s derivatives were in a net liability position. As required under the enforceable master netting arrangement with its derivatives counterparties, at June 30, 2023 and June 30, 2022, the Company was not required to post financial collateral. In addition to the derivative instruments noted above, the Company’s pipeline of loans held for sale at June 30, 2023 and 2022, included $11.7 million and $20.3 million, respectively, of in process loans whose terms included interest rate locks to borrowers, which are considered free-standing derivative instruments whose fair values are not material to our financial condition or results of operations. F-47 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 13 – Benefit Plans Components of Net Periodic Expense The following table sets forth the aggregate net periodic benefit expense for the Bank’s Benefit Equalization Plan, Postretirement Welfare Plan, Directors’ Consultation and Retirement Plan, Atlas Bank Retirement Income Plan and Supplemental Executive Retirement Plan: Year Ended June 30, 2023 2022 2021 Affected Line Item in the Consolidated Statements of Income (In Thousands) Service cost Interest cost (Accretion) amortization of unrecognized (gain) loss Expected return on assets Net periodic benefit cost $ $ 281 $ 369 (24) (99) 527 $ 547 $ 279 80 (110) 796 $ 106 Salaries and employee benefits 262 Other expense 83 Other expense (113) Other expense 338 The other components of net periodic benefit cost are required to be presented in the Consolidated Statements of Income separately from the service cost component. The table above details the affected line items within the Consolidated Statements of Income related to the net periodic benefit costs for the periods noted. ESOP In conjunction to the Company’s initial public stock offering in February 2005, the Bank established an ESOP for all eligible employees. The ESOP purchased 2,409,764 shares of Company’s common stock with proceeds of a loan from the Company to the ESOP. In connection with the completion of the Company’s mutual to stock conversion in May 2015, the ESOP purchased an additional 3,612,500 shares of the Company’s common stock at a price of $10.00 per share with the proceeds of a new loan from the Company to the ESOP. The Company refinanced the outstanding principal and interest balance of $3.8 million and borrowed an additional $36.1 million to purchase the additional shares. The Company makes discretionary contributions to the ESOP equaling principal and interest payments owed on the ESOP’s loan to the Company. Such payments may be reduced by the amount of dividends paid on shares of the Company’s common stock held by the ESOP. The outstanding loan principal balance at June 30, 2023 was $26.4 million. ESOP shares pledged as collateral are initially recorded as unearned ESOP shares in the Consolidated Statements of Financial Condition. ESOP compensation expense was approximately $1.9 million, $2.5 million and $2.1 million for the years ended June 30, 2023, 2022 and 2021, respectively, representing the fair value of shares allocated or committed to be released during the year. At June 30, 2023 and 2022, the ESOP shares were as follows: Shares purchased by ESOP Less: Shares allocated Less: Shares committed to be released Remaining unearned ESOP shares June 30, 2023 2022 (In Thousands) 6,022 3,564 100 2,358 6,022 3,363 100 2,559 Fair value of unearned ESOP shares $ 16,624 $ 28,430 Employee Stock Ownership Plan Benefit Equalization Plan (“ESOP BEP”) The Bank has a non-qualified plan to compensate its executive officers who participate in the Bank’s ESOP for certain benefits lost under such plan by reason of benefit limitations imposed by the Internal Revenue Code (“IRC”). The ESOP BEP expense was approximately $17,000, $40,000 and $37,000 for the years ended June 30, 2023, 2022 and 2021, respectively. The liability totaled approximately $16,000 and $20,000 at June 30, 2023 and 2022, respectively. F-48 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 13 – Benefit Plans (continued) Employees’ Savings and Profit Sharing Plan The Bank sponsors the Employees’ Savings and Profit Sharing Plan and Trust (the “Plan”), pursuant to Section 401(k) of the Internal Revenue Code, for all eligible employees. Employees may elect to contribute up to 75% of their compensation subject to the limitations imposed by the Internal Revenue Code. The Bank will contribute a matching contribution up to 3.5% of an eligible employee’s salary deferral contribution, provided the eligible employee has contributed 6%. The Plan expense amounted to approximately $1.4 million, $1.4 million and $1.3 million for the years ended June 30, 2023, 2022 and 2021, respectively. Multi-Employer Retirement Plan The Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions (“The Pentegra DB Plan”), a tax-qualified defined-benefit pension plan. The Pentegra DB Plan’s Employer Identification Number is 13-5645888 and the Plan Number is 001. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under the Employee Retirement Income Security Act of 1974 and the IRC. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan. The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Pentegra DB Plan contributions made by a participating employer may be used to provide benefits to participants of other participating employers. The Pentegra DB Plan is non-contributory and covers all eligible employees. In April 2007, the Board of Directors of the Bank approved, effective July 1, 2007, freezing all future benefit accruals under the Pentegra DB Plan. Funded status (market value of plan assets divided by funding target) of the Pentegra DB Plan based on valuation reports as of July 1, 2022 and 2021 was 103.17% and 113.78%, respectively. Total contributions, made to the Pentegra DB Plan, which include contributions from all participating employers and not just the Company, as reported on Form 5500, were $142.4 million and $248.6 million for the plan years ended June 30, 2022 and 2021, respectively. The Bank’s contributions to the Pentegra DB Plan were not more than 5% of the total contributions to the Pentegra DB Plan. During the years ended June 30, 2023, 2022 and 2021, the total expense recorded for the Pentegra DB Plan was approximately $180,000, $372,000 and $329,000, respectively. F-49 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 13 – Benefit Plans (continued) Atlas Bank Retirement Income Plan (“ABRIP”) Through the merger with Atlas Bank, the Company acquired a non-contributory defined benefit pension plan covering all eligible employees of Atlas Bank. Effective January 31, 2013, the ABRIP was frozen by Atlas Bank. All benefits for eligible participants accrued in the ABRIP to the freeze date have been retained. The benefits are based on years of service and employee’s compensation. The ABRIP is funded in conformity with funding requirements of applicable government regulations. The following tables set forth the ABRIP’s funded status and net periodic benefit cost: Change in benefit obligation: Projected benefit obligation - beginning Interest cost Actuarial gain Benefit payments Projected benefit obligation - ending Change in plan assets: Fair value of assets - beginning Actual return on assets Benefit payments Fair value of assets - ending Reconciliation of funded status: Projected benefit obligation Fair value of assets Funded status included in other assets Accumulated benefit obligation Valuation assumptions Discount rate Salary increase rate Net periodic benefit cost: Interest cost Expected return on assets Amortization of net loss Total expense (benefit) Valuation assumptions Discount rate Long term rate of return on plan assets $ $ $ $ $ $ $ June 30, 2023 2022 (In Thousands) 1,816 78 (46) (148) 1,700 2,907 (42) (148) 2,717 (1,700) 2,717 1,017 $ $ $ $ $ $ 2,149 62 (247) (148) 1,816 3,220 (165) (148) 2,907 (1,816) 2,907 1,091 (1,700) $ (1,816) 5.00 % N/A 4.50 % N/A Years Ended June 30, 2023 2022 2021 (In Thousands) $ $ 78 (99) 28 7 $ $ 62 (110) 21 (27) $ $ 61 (113) 22 (30) 4.50 % 3.50 % 3.00 % 3.50 % 2.75 % 3.50 % F-50 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 13 – Benefit Plans (continued) The Bank does not expect to contribute to the ABRIP in the year ending June 30, 2024. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Years ending June 30: 2024 2025 2026 2027 2028 2029-2033 Benefit Payments (In Thousands) $ 146 147 148 145 140 637 At June 30, 2023 and 2022, unrecognized net loss of $475,000 and $475,000, respectively, was included in accumulated other comprehensive income (loss). The assets of the ABRIP are invested in a Guaranteed Deposit Fund (“GDF”) with Prudential Financial, Inc. The GDF is a group annuity fund invested in public and private-issue debt securities through various sub-accounts. The underlying assets are valued based on quoted prices for similar assets with similar terms and other observable market data and have no redemption restrictions. The investments in the plan were monitored to ensure that they complied with the investment policies set forth in the plan document. The plan’s assets were reviewed periodically by management, which included an analysis of the asset allocation and the performance of the GDF prepared by Prudential Financial, Inc. The overall investment objective of the ABRIP is to ensure safety of principal and seek an attractive rate of return. The GDF utilizes a full spectrum of fixed income asset classes to provide the opportunity to maximize portfolio returns and diversification. The fair value of the ABRIP’s assets at June 30, 2023 and 2022 by asset category (see Note 18 for the definitions of levels), are as follows: Quoted Prices in Active Markets for Identical Assets (Level 1) June 30, 2023 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Total Prudential Guaranteed Deposit Fund $ — $ 2,717 $ — $ 2,717 Quoted Prices in Active Markets for Identical Assets (Level 1) June 30, 2022 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Total Prudential Guaranteed Deposit Fund $ — $ 2,907 $ — $ 2,907 F-51 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 13 – Benefit Plans (continued) Benefit Equalization Plan (“BEP”) The Bank has an unfunded non-qualified plan to compensate executive officers of the Bank who participate in the Bank’s qualified defined benefit plan for certain benefits lost under such plans by reason of benefit limitations imposed by Sections 415 and 401 of the IRC. There were approximately $244,000, $241,000 and $239,000 in contributions made to and benefits paid under the BEP during each of the years ended June 30, 2023, 2022 and 2021, respectively. The following tables set forth the BEP’s funded status and components of net periodic benefit cost: Change in benefit obligation: Projected benefit obligation - beginning Interest cost Actuarial gain Benefit payments Projected benefit obligation - ending Change in plan assets: Fair value of assets - beginning Contributions Benefit payments Fair value of assets - ending Reconciliation of funded status: Accumulated benefit obligation Projected benefit obligation Fair value of assets Funded status included in other liabilities Valuation assumptions Discount rate Salary increase rate Net periodic benefit cost: Interest cost Amortization of net actuarial loss Total expense Valuation assumptions Discount rate Salary increase rate June 30, 2023 2022 (In Thousands) 2,592 111 (34) (244) 2,425 — 244 (244) — $ $ $ $ 2,999 86 (252) (241) 2,592 — 241 (241) — (2,425) $ (2,592) (2,425) — (2,425) $ $ (2,592) — (2,592) $ $ $ $ $ $ $ 5.00 % N/A 4.50 % N/A Years Ended June 30, 2023 2022 2021 (In Thousands) $ $ 111 46 157 $ $ 86 71 157 $ $ 85 75 160 4.50 % N/A 3.00 % N/A 2.75 % N/A It is estimated that contributions of approximately $241,000 will be made during the year ending June 30, 2024. F-52 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 13 – Benefit Plans (continued) The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Years ending June 30: 2024 2025 2026 2027 2028 2029-2033 Benefit Payments (In Thousands) $ 241 237 232 227 221 999 In April 2007, the Board of Directors of the Bank approved, effective July 1, 2007, freezing all future benefit accruals under the BEP related to the Bank’s defined benefit pension plan. At June 30, 2023 and 2022, unrecognized net loss of $626,000 and $707,000, respectively, was included in accumulated other comprehensive income (loss). Postretirement Welfare Plan The Bank has an unfunded postretirement group term life insurance plan covering all eligible employees. The benefits are based on age and years of service. During the years ended June 30, 2023, 2022 and 2021, contributions and benefits paid totaled $13,000, $12,000 and $12,000, respectively. The following tables set forth the accrued accumulated postretirement benefit obligation and the net periodic benefit cost: Change in benefit obligation: Projected benefit obligation - beginning Service cost Interest cost Actuarial gain Premiums/claims paid Plan amendments Projected benefit obligation - ending Change in plan assets: Fair value of assets - beginning Contributions Premiums/claims paid Fair value of assets - ending Reconciliation of funded status: Projected benefit obligation Fair value of assets Funded status included in other liabilities Valuation assumptions Discount rate Salary increase rate F-53 June 30, 2023 2022 (In Thousands) $ $ $ $ $ $ 1,085 95 48 (214) (13) 35 1,036 — 13 (13) — (1,036) — (1,036) $ $ $ $ $ $ 1,108 116 33 (160) (12) — 1,085 — 12 (12) — (1,085) — (1,085) 5.00 % 3.25 % 4.50 % 3.25 % Note 13 – Benefit Plans (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Net periodic benefit cost: Service cost Interest cost Amortization of net actuarial gain Total expense Valuation assumptions Discount rate Salary increase rate Years Ended June 30, 2023 2022 2021 (In Thousands) $ $ 95 48 (28) 115 $ $ 116 33 (12) 137 $ $ 106 27 (14) 119 4.50 % 3.25 % 3.00 % 3.25 % 2.75 % 3.25 % It is estimated that contributions of approximately $54,000 will be made during the year ending June 30, 2024. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Years ending June 30: 2024 2025 2026 2027 2028 2029-2033 Benefit Payments (In Thousands) $ 54 62 74 82 99 580 At June 30, 2023 and 2022, unrecognized net gain of $529,000 and $377,000, respectively, were included in accumulated other comprehensive income (loss). F-54 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 13 – Benefit Plans (continued) Directors’ Consultation and Retirement Plan (“DCRP”) The Bank has an unfunded retirement plan for non-employee directors. The benefits are payable based on term of service as a director. In December 2015, the Board of Directors of the Bank approved freezing all future benefit accruals under the DCRP effective December 31, 2015. During the years ended June 30, 2023, 2022 and 2021, contributions and benefits paid totaled $49,000, $49,000 and $69,000, respectively. The following table sets forth the DCRP’s funded status and components of net periodic cost: Change in benefit obligation: Projected benefit obligation - beginning Interest cost Actuarial gain Benefit payments Projected benefit obligation - ending Change in plan assets: Fair value of assets - beginning Contributions Benefit payments Fair value of assets - ending Reconciliation of funded status: Accumulated benefit obligation Projected benefit obligation Fair value of assets Funded status included in other liabilities Valuation assumptions Discount rate Salary increase rate Net periodic benefit cost: Interest cost Amortization of net actuarial gain Total expense Valuation assumptions Discount rate Salary increase rate June 30, 2023 2022 (In Thousands) 2,646 117 (194) (49) 2,520 — 49 (49) — $ $ $ $ 3,116 92 (513) (49) 2,646 — 49 (49) — (2,520) $ (2,646) (2,520) — (2,520) $ $ (2,646) — (2,646) $ $ $ $ $ $ $ 5.00 % N/A 4.50 % N/A Years Ended June 30, 2023 2022 2021 (In Thousands) $ $ 117 (69) 48 $ $ 92 — 92 $ $ 89 — 89 4.50 % N/A 3.00 % N/A 2.75 % N/A F-55 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 13 – Benefit Plans (continued) It is estimated that contributions of approximately $72,000 will be made during the year ending June 30, 2024. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Years ending June 30: 2024 2025 2026 2027 2028 2029-2033 Benefit Payments (In Thousands) $ 72 118 138 157 176 1,301 At June 30, 2023 and 2022, unrecognized net gain of $840,000 and $716,000, respectively, was included in accumulated other comprehensive income (loss). Supplemental Executive Retirement Plan (“SERP”) On June 16, 2021, the Bank approved the SERP, effective as of July 1, 2021. The SERP is a non-qualified deferred compensation plan which provides participants with a retirement benefit equal to the present value of an annual benefit of 50% of the participant’s highest annual base salary. In December 2022, the Board of Directors of the Bank approved freezing all future benefit accruals under the SERP effective December 31, 2022. The following tables set forth the SERP’s funded status and net periodic benefit cost: June 30, 2023 2022 (In Thousands) $ $ $ $ 437 185 11 633 (633) — (633) $ $ $ $ — 431 6 437 (437) — (437) 3.00 % N/A 3.00 % 4.00 % Change in benefit obligation: Projected benefit obligation - beginning Service cost Interest cost Projected benefit obligation - ending Reconciliation of funded status: Projected benefit obligation Fair value of assets Funded status included in other liabilities Valuation assumptions Discount rate Salary increase rate F-56 Note 13 – Benefit Plans (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Net periodic benefit cost: Service cost Interest cost Total expense Valuation assumptions Discount rate Salary increase rate Year Ended June 30, 2023 2022 (In Thousands) $ $ 185 11 196 $ $ 431 6 437 3.00 % 4.00 % 3.00 % 4.00 % The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Years ending June 30: 2024 2025 2026 2027 2028 2029-2033 Benefit Payments (In Thousands) $ — — — — — 633 Note 14 – Stock Based Compensation Kearny Financial Corp. 2021 Equity Incentive Plan (“2021 Plan”) At the Company’s 2021 Annual Meeting of Stockholders held on October 28, 2021, the stockholders approved the 2021 Plan which provides for the grant of stock options, restricted stock and restricted stock units (“RSUs”). The 2021 Plan authorized the issuance of up to 7,500,000 shares (the “Share Limit”); provided, however that the Share Limit is reduced, on a one-for-one-basis, for each share of common stock subject to a stock option grant, and on a three-for-one basis for each share of common stock issued pursuant to restricted stock awards or RSUs. During the years ended June 30, 2023 and 2022, the Company granted 323,218 RSUs (comprised of 238,121 service-based RSUs and 85,097 performance-based RSUs) and 251,905 RSUs (comprised of 181,588 service-based RSUs and 70,317 performance- based RSUs), respectively. The service-based RSUs generally vest in three tranches over a period of 3.0 years and the performance-based RSUs will cliff vest upon the achievement of performance measures over a three-year period. The total number of performance-based RSUs that will vest, if any, will depend on whether and to what extent the performance measures are achieved. Common stock will be issued from authorized shares upon the vesting of the RSUs. At June 30, 2023, there were 5,825,421 shares remaining available for future grants of stock options, restricted stock or RSUs under the 2021 Plan, subject to the limitations noted above. Kearny Financial Corp. 2016 Equity Incentive Plan (“2016 Plan”) No grants were made under the 2016 Plan during the years ended June 30, 2023 and 2022. As of October 28, 2021, the 2016 Plan was frozen and the Company no longer makes grants under the 2016 Plan. Stock options granted under the 2016 Plan vest in equal installments over a five-year service period. Stock options were granted at an exercise price equal to the fair value of the Company's common stock on the grant date based on the closing market price and have an expiration period of 10 years. No stock options were granted during the years ended June 30, 2023, 2022 and 2021. F-57 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 14 – Stock Based Compensation (continued) There were no restricted stock awards granted during the years ended June 30, 2023 and 2022. There were 53,706 restricted stock awards granted during the year ended June 30, 2021. 2021 Plan and 2016 Plan The following table presents stock-based compensation expense for the years ended June 30, 2023, 2022 and 2021: Stock option expense Restricted stock expense Restricted stock unit expense Total stock-based compensation expense Years Ended June 30, 2023 2022 2021 $ $ 153 $ 725 2,058 2,936 $ 849 $ 2,049 896 3,794 $ 1,823 3,850 — 5,673 During the years ended June 30, 2023, 2022 and 2021, the income tax benefit attributed to our stock-based compensation expense was $836,000, $1.0 million and $1.6 million, respectively. Stock Options The following is a summary of the Company’s stock option activity and related information for its option plans for the year ended June 30, 2023: Outstanding at June 30, 2022 Granted Exercised Forfeited Outstanding at June 30, 2023 Weighted Average Exercise Price Weighted Average Remaining Contractual Term Options (In Thousands) 3,253 $ — — (269) 2,984 $ 14.97 — — 14.76 14.99 4.5 years — — 3.5 years Exercisable at June 30, 2023 2,924 $ 15.03 3.5 years Aggregate Intrinsic Value (In Thousands) 61 $ $ $ — — The Company generally issues shares from authorized but unissued shares upon the exercise of vested options. There were no vested options exercised during the years ended June 30, 2023 and 2022. A total of 41,412 vested options, with an aggregate intrinsic value of $158,000, were exercised during the year ended June 30, 2021. In fulfillment of these exercises, the Company issued 41,412 shares from authorized but unissued shares. The cash proceeds from stock option exercises during the year ended June 30, 2021 totaled approximately $373,000. A portion of such exercises represented disqualifying dispositions of incentive stock options for which the Company recognized $47,000 in income tax benefit. Expected future compensation expense relating to the 60,000 non-vested options outstanding as of June 30, 2023 is $59,000 over a weighted average period of 0.5 years. Restricted Stock Restricted shares awarded under the 2016 Plan generally vest in equal installments over a five-year service period. In addition to the requisite service period, the vesting of certain restricted shares awarded to management are also conditioned upon the achievement of one or more objective performance factors established by the Compensation Committee of the Company’s Board of Directors. In accordance with the terms of the 2016 Plan, such factors may be based on the performance of the Company as a whole or on any one or more business units of the Company or its subsidiaries. Performance factors may be measured relative to a peer group, an index or certain financial targets established in the Company's strategic business plan and budget. F-58 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 14 – Stock Based Compensation (continued) The Company fully achieved the applicable performance targets for fiscal 2022 and therefore all eligible performance-based restricted shares successfully vested during the year ended June 30, 2023. The performance factors and underlying cost basis of the remaining unvested performance-based restricted shares are generally expected to be determined annually concurrent with the anniversary date of the original grants. For service based awards management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period. For performance vesting awards management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period; however, if the corporate performance goals to which the vesting of such shares are tied are not achieved, recognized compensation expense is adjusted accordingly. The following is a summary of the Company’s restricted share award activity for the year ended June 30, 2023: Vesting Contingent on Service Conditions Vesting Contingent on Performance and Service Conditions Weighted Average Grant Date Fair Value Restricted Shares Weighted Average Grant Date Fair Value Restricted Shares (In Thousands) (In Thousands) 75 $ — (32) — 43 $ 13.34 — 13.38 — 13.31 61 $ — (25) — 36 $ 13.33 — 13.38 — 13.30 Non-vested at June 30, 2022 Granted Vested Forfeited Non-vested at June 30, 2023 During the years ended June 30, 2023, 2022 and 2021, the total fair value of vested restricted shares were $767,000, $4.3 million and $4.2 million, respectively. Expected future compensation expense relating to the 78,826 non-vested restricted shares at June 30, 2023 is $527,000 over a weighted average period of 2.9 years. Restricted Stock Units RSUs awarded under the 2021 Plan generally vest in equal installments over a specified service period. In addition to the requisite service period, the vesting of certain RSUs are also conditioned upon the achievement of one or more objective performance measures established by the Compensation Committee of the Company’s Board of Directors. In accordance with the terms of the 2021 Plan, such measures may be based on the performance of the Company as a whole or on any one or more business units of the Company or its subsidiaries. Performance measures may be measured relative to a peer group, an index or certain financial targets established in the Company’s strategic business plan and budget. For service-based RSUs, the Company recognizes compensation expense for the fair value of RSUs on a straight-line basis over the requisite service period of each tranche. For performance-based RSUs, the Company recognizes compensation expense for the fair value of RSUs on a straight-line basis over the requisite service period; however, the compensation will be adjusted accordingly based on the achievement of the performance measures. F-59 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 14 – Stock Based Compensation (continued) The following is a summary of the Company’s RSU activity for the year ended June 30, 2023: Vesting Contingent on Service Conditions Vesting Contingent on Performance and Service Conditions Restricted Stock Units (In Thousands) Weighted Average Grant Date Fair Value Weighted Average Grant Date Fair Value Restricted Stock Units (In Thousands) 182 $ 238 (61) (17) 342 $ 13.68 11.85 13.68 12.73 12.45 70 $ 85 — — 155 $ 13.68 11.85 — — 12.68 Non-vested at June 30, 2022 Granted Vested Forfeited Non-vested at June 30, 2023 Expected future compensation expense relating to the 497,664 non-vested RSUs at June 30, 2023 is $3.6 million over a weighted average period of 2.1 years. Note 15 – Stockholders’ Equity Regulatory Capital Federal banking regulators impose various restrictions or requirements on the ability of savings institutions to make capital distributions, including cash dividends. A savings institution that is a subsidiary of a savings and loan holding company, such as the Bank, must file an application or a notice with federal banking regulators at least 30 days before making a capital distribution. A savings institution must file an application for prior approval of a capital distribution if: (i) it is not eligible for expedited treatment under the applications processing rules of federal banking regulators; (ii) the total amount of all capital distributions, including the proposed capital distribution, for the applicable calendar year would exceed an amount equal to the savings institution’s net income for that year to date plus the institution’s retained net income for the preceding two years; (iii) it would not adequately be capitalized after the capital distribution; or (iv) the distribution would violate an agreement with federal banking regulators or applicable regulations. Federal banking regulators may disapprove a notice or deny an application for a capital distribution if: (i) the savings institution would be undercapitalized following the capital distribution; (ii) the proposed capital distribution raises safety and soundness concerns; or (iii) the capital distribution would violate a prohibition contained in any statute, regulation or agreement. During the fiscal year ended June 30, 2023, an application for quarterly capital distributions from the Bank to the Company was approved by federal banking regulators. The amount of dividends payable is based on 60 percent of quarterly net income of the Bank. During the years ended June 30, 2023, 2022 and 2021, dividends paid by the Bank to the Company, in conjunction with quarterly capital distributions, as discussed above, totaled $26.3 million, $56.7 million and $43.9 million, respectively. The Bank and the Company are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and consolidated Company must meet specific capital guidelines that involve quantitative measures of their respective assets, liabilities, and certain off-balance- sheet items as calculated under regulatory accounting practices. The Bank’s and consolidated Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting, and other factors. The minimum capital level requirements applicable to both the Bank and the consolidated Company include: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4% for all institutions. The Bank and the consolidated Company are also required to maintain a “capital conservation buffer” of 2.5% above the regulatory minimum capital ratios which results in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that could be utilized for such actions. F-60 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 15 – Stockholders’ Equity (continued) At June 30, 2023 and 2022, the regulatory capital ratios, of both the Company and the Bank were in excess of the levels required by federal banking regulators to be classified as “well-capitalized” under regulatory guidelines. The following tables present information regarding the Bank’s regulatory capital levels at June 30, 2023 and 2022: At June 30, 2023 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in Thousands) Total capital (to risk-weighted assets) $ 695,417 13.31 % $ 417,853 8.00 % $ 522,316 10.00 % Tier 1 capital (to risk-weighted assets) Common equity tier 1 capital (to risk-weighted assets) Tier 1 capital (to adjusted total assets) 659,783 659,783 659,783 12.63 % 313,389 6.00 % 417,853 12.63 % 235,042 4.50 % 339,505 8.15 % 323,922 4.00 % 404,902 8.00 % 6.50 % 5.00 % At June 30, 2022 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in Thousands) Total capital (to risk-weighted assets) $ 672,274 13.10 % $ 410,429 8.00 % $ 513,036 10.00 % Tier 1 capital (to risk-weighted assets) Common equity tier 1 capital (to risk-weighted assets) Tier 1 capital (to adjusted total assets) 642,336 642,336 642,336 12.52 % 307,822 6.00 % 410,429 12.52 % 230,866 4.50 % 333,473 8.70 % 295,163 4.00 % 368,954 8.00 % 6.50 % 5.00 % The following tables present information regarding the consolidated Company’s regulatory capital levels at June 30, 2023 and 2022: At June 30, 2023 Actual For Capital Adequacy Purposes Amount Ratio Amount Ratio $ 770,621 734,987 734,987 734,987 (Dollars in Thousands) 14.75 % $ 418,015 14.07 % 313,511 14.07 % 235,133 9.07 % 324,170 8.00 % 6.00 % 4.50 % 4.00 % At June 30, 2022 Actual For Capital Adequacy Purposes Amount Ratio Amount Ratio $ 778,253 748,315 748,315 748,315 (Dollars in Thousands) 15.17 % $ 410,515 14.58 % 307,886 14.58 % 230,914 10.14 % 295,290 8.00 % 6.00 % 4.50 % 4.00 % Total capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Common equity tier 1 capital (to risk-weighted assets) Tier 1 capital (to adjusted total assets) Total capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Common equity tier 1 capital (to risk-weighted assets) Tier 1 capital (to adjusted total assets) F-61 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 15 – Stockholders’ Equity (continued) Stock Repurchase Plans On August 1, 2022, the Company announced the authorization of a new stock repurchase plan to repurchase up to 4,000,000 shares, and the completion of the Company’s previous stock repurchase plan, which authorized the repurchase of 7,602,021 shares. During the year ended June 30, 2023, the Company repurchased a total of 2,820,398 shares of its common stock at a total cost of $27.4 million, or $9.73 per share, including 2,495,253 shares, or 62.4% of the shares authorized for repurchase under the current repurchase program, at a cost of $23.8 million, or $9.54 per share. Note 16 – Income Taxes The components of income taxes are as follows: Current income tax expense: Federal State Deferred income tax expense: Federal State Valuation allowance Years Ended June 30, 2023 2022 2021 (In Thousands) $ 6,145 $ 2,634 8,779 12,720 $ 7,057 19,777 12,051 5,058 17,109 1,902 887 2,789 — 2,895 2,128 5,023 — 2,673 2,016 4,689 (535) Total income tax expense $ 11,568 $ 24,800 $ 21,263 F-62 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 16 – Income Taxes (continued) The following table presents a reconciliation between the reported income taxes for the periods presented and the income taxes which would be computed by applying the federal income tax rates applicable to those periods. The federal income tax rate of 21% was applicable for the years ended June 30, 2023, 2022 and 2021. Years Ended June 30, 2023 2022 2021 Income before income taxes Statutory federal tax rate Federal income tax expense at statutory rate (Reduction) increases in income taxes resulting from: Tax exempt interest State tax, net of federal tax effect Incentive stock options compensation expense Income from bank-owned life insurance Disqualifying disposition on incentive stock options Non-deductible merger-related expenses Bargain purchase gain Other items, net Valuation allowance Total income tax expense Effective income tax rate $ $ (Dollars In Thousands) $ 92,347 $ 52,379 21 % 21 % 84,496 21 % 11,000 $ 19,393 $ 17,744 (143) 2,781 12 (1,840) — — — (242) 11,568 — (266) 7,257 45 (1,281) — — — (348) 24,800 — (345) 5,464 85 (1,255) (33) 49 (641) 730 21,798 (535) $ 11,568 22.09 % $ 24,800 26.86 % $ 21,263 25.16 % The effective income tax rate represents total income tax expense divided by income before income taxes. Retained earnings at June 30, 2023, includes approximately $38.4 million of bad debt allowance, pursuant to the IRC, for which income taxes have not been provided. If such amount is used for purposes other than to absorb bad debts, including distributions in liquidation, it will be subject to income tax at the then current rate. A tax position is recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation process, if any. A tax position that meets the more likely than not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more likely than not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Realization of deferred tax assets is dependent upon the generation of future taxable income or the existence of sufficient taxable income within the carryover period. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management considers the scheduled reversal of the deferred tax liabilities, the level of historical taxable income, and the projected future taxable income over the periods in which the temporary differences comprising the deferred tax assets will be deductible. Based on its assessments as of June 30, 2023 and 2022, the Company determined it is more likely than not that all deferred tax assets will be realized. During the year ended June 30, 2021, the Company reversed a valuation allowance totaling $535,000 which was associated with the realization of a capital loss carryforward. F-63 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 16 – Income Taxes (continued) The tax effects of existing temporary differences that give rise to deferred income tax assets and liabilities are as follows: Deferred income tax assets: Purchase accounting Accumulated other comprehensive income: Defined benefit plans Unrealized loss on securities available for sale Allowance for credit losses Benefit plans Compensation Stock-based compensation Uncollected interest Depreciation Net operating loss carryover Capital loss carryforward Other items Deferred income tax liabilities: Deferred loan fees and costs Accumulated other comprehensive income: Derivatives Defined benefit plans Goodwill Other items June 30, 2023 2022 (In Thousands) $ 4,098 $ 6,327 — 45,018 14,211 2,603 1,440 3,161 1,313 2,335 2 191 839 26 34,104 13,809 2,494 2,023 2,834 1,705 1,931 4 141 844 75,211 66,242 1,710 838 16,940 78 4,510 — 23,238 11,542 — 4,510 2 16,892 49,350 Net deferred income tax asset $ 51,973 $ The Company has various state and local NOL carryforwards which will begin to expire in the year ending June 30, 2025. The Company and its subsidiaries are subject to U.S. federal income tax, as well as income tax of the state of New Jersey and various other states. The Company is generally no longer subject to examination by federal, state and local taxing authorities for tax years prior to June 30, 2020. F-64 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 17 – Commitments The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These transactions involve elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Statements of Financial Condition. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Bank upon extension of credit is based on management’s credit evaluation of the borrower. At June 30, 2023 and 2022, the Bank had $251.2 million and $510.5 million in commitments to originate loans, including unused lines of credit. The Bank is party to standby letters of credit through which it guarantees certain specific business obligations of its commercial customers. The balance of standby letters of credit at June 30, 2023 and 2022 were approximately $115,000 and $130,000, respectively. In addition to the commitments noted above, at June 30, 2023, the Company’s pipeline of loans held for sale included $11.7 million of in-process loans whose terms included interest rate locks to borrowers that were paired with a best-efforts commitment to sell the loan to a buyer at a fixed price within a predetermined timeframe after the sale commitment is established. The Company and subsidiaries are also party to litigation which arises primarily in the ordinary course of business. In the opinion of management, the ultimate disposition of such litigation should not have a material adverse effect on the consolidated financial position of the Company. Note 18 – 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: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from, or corroborated by, market data by correlation or other means. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. F-65 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 18 – Fair Value of Financial Instruments (continued) Assets Measured on a Recurring Basis: The following methods and significant assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at June 30, 2023 and 2022: Investment Securities Available for Sale The Company’s available for sale investment securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things. From time to time, the Company validates prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal models. Derivatives The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate caps and swaps. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis and extensions of the Black-Scholes model. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company. Those assets and liabilities measured at fair value on a recurring basis are summarized below: Quoted Prices in Active Markets for Identical Assets (Level 1) June 30, 2023 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Total $ $ $ $ — $ — — — 136,170 $ 376,996 135,018 648,184 — $ — — — 136,170 376,996 135,018 648,184 — — — — $ 436,151 143,394 579,545 1,227,729 $ — — — — $ 436,151 143,394 579,545 1,227,729 — $ 71,624 $ — $ 71,624 — $ 1,299,353 $ — $ 1,299,353 Assets: Debt securities available for sale: Asset-backed securities Collateralized loan obligations Corporate bonds Total debt securities Mortgage-backed securities available for sale: Residential pass-through securities Commercial pass-through securities Total mortgage-backed securities Total securities available for sale Interest rate contracts Total assets F-66 Note 18 – Fair Value of Financial Instruments (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Quoted Prices in Active Markets for Identical Assets (Level 1) June 30, 2022 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Total $ $ $ $ — $ — — — — 28,435 $ 166,557 307,813 153,397 656,202 — — — — — $ 7,122 514,758 166,011 687,891 1,344,093 $ — $ — — — — 28,435 166,557 307,813 153,397 656,202 — — — — — $ 7,122 514,758 166,011 687,891 1,344,093 — $ 41,223 $ — $ 41,223 — $ 1,385,316 $ — $ 1,385,316 Assets: Debt securities available for sale: Obligations of state and political subdivisions Asset-backed securities Collateralized loan obligations Corporate bonds Total debt securities Mortgage-backed securities available for sale: Collateralized mortgage obligations Residential pass-through securities Commercial pass-through securities Total mortgage-backed securities Total securities available for sale Interest rate contracts Total assets Assets Measured on a Non-Recurring Basis: The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis at June 30, 2023 and 2022: Individually Analyzed Collateral Dependent Loans: The fair value of collateral dependent loans that are individually analyzed is determined based upon the appraised fair value of the underlying collateral, less costs to sell. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. Management may also adjust appraised values to reflect estimated changes in market values or apply other adjustments to appraised values resulting from its knowledge of the collateral. Internal valuations may be utilized to determine the fair value of other business assets. For non-collateral-dependent loans, management estimates fair value using discounted cash flows based on inputs that are largely unobservable and instead reflect management’s own estimates of the assumptions as a market participant would in pricing such loans. Individually analyzed collateral dependent loans are considered a Level 3 valuation by the Company. Other Real Estate Owned Other real estate owned is recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for credit losses. If further declines in the estimated fair value of the asset occur, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions. F-67 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 18 – Fair Value of Financial Instruments (continued) Those assets and liabilities measured at fair value on a non-recurring basis are summarized below: Quoted Prices in Active Markets for Identical Assets (Level 1) June 30, 2023 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Total $ $ $ $ — $ — $ 449 $ — — — — 7,300 9,972 449 7,300 9,972 — $ — $ 17,721 $ 17,721 — $ — $ — $ — $ 12,956 $ 12,956 $ 12,956 12,956 Quoted Prices in Active Markets for Identical Assets (Level 1) June 30, 2022 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Total $ $ $ $ — $ — $ 2,035 $ — — — — 7,517 11,479 — $ — $ 21,031 $ 2,035 7,517 11,479 21,031 — $ — $ — $ — $ 178 $ 178 $ 178 178 Collateral dependent loans: Residential mortgage Multi-family mortgage Nonresidential mortgage Total Other real estate owned, net: Nonresidential Total Collateral dependent loans: Residential mortgage Multi-family mortgage Nonresidential mortgage Total Other real estate owned, net: Residential Total F-68 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 18 – Fair Value of Financial Instruments (continued) The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value: Collateral dependent loans: Residential mortgage Multi-family mortgage Nonresidential mortgage Fair Value Valuation Techniques June 30, 2023 Unobservable Input (Dollars in Thousands) Range Weighted Average $ 449 Market valuation of underlying collateral 7,300 Market valuation of underlying collateral 9,972 Market valuation of underlying collateral (1) Adjustments to reflect current (2) 6.93% 6.93 % conditions/selling costs (1) Adjustments to reflect current (2) 6% - 9% 7.78 % conditions/selling costs (1) Adjustments to reflect current (2) 9% - 16% 11.78 % conditions/selling costs Total $ 17,721 Other real estate owned, net: Nonresidential $ 12,956 Market valuation of underlying collateral (3) Adjustments to reflect current (2) 4.00% 4.00 % conditions/selling costs Total $ 12,956 Collateral dependent loans: Residential mortgage Multi-family mortgage Nonresidential mortgage Fair Value Valuation Techniques June 30, 2022 Unobservable Input (Dollars in Thousands) Range Weighted Average $ 2,035 Market valuation of underlying collateral 7,517 Market valuation of underlying collateral 11,479 Market valuation of underlying collateral (1) Adjustments to reflect current (2) 7% - 10% 8.97 % conditions/selling costs (1) Adjustments to reflect current (2) 10% - 12% 11.06 % conditions/selling costs (1) Adjustments to reflect current (2) 9% - 18% 12.72 % conditions/selling costs Total $ 21,031 Other real estate owned, net: Residential Total $ $ 178 Market valuation of underlying collateral 178 (3) Adjustments to reflect current (2) 6.00% 6.00 % conditions/selling costs ________________________________________ (1) The fair value basis of collateral dependent loans is generally determined based on an independent appraisal of the fair value of a loan’s underlying collateral. (2) The fair value basis of collateral dependent loans and other real estate owned is adjusted to reflect management estimates of selling costs including, but not limited to, real estate brokerage commissions and title transfer fees. (3) The fair value basis of other real estate owned is generally determined based upon the lower of an independent appraisal of the property’s fair value or the applicable listing price or contracted sales price. At June 30, 2023, collateral dependent loans valued using Level 3 inputs comprised loans with principal balance totaling $21.0 million and valuation allowance of $3.3 million reflecting an aggregate fair value of $17.7 million. By comparison, at June 30, 2022, collateral dependent loans valued using Level 3 inputs comprised loans with principal balance totaling $24.6 million and valuation allowances of $3.6 million reflecting an aggregate fair value of $21.0 million. F-69 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 18 – Fair Value of Financial Instruments (continued) Once a loan is foreclosed, the fair value of the other real estate owned continues to be evaluated based upon the fair value of the repossessed real estate originally securing the loan. At June 30, 2023 and 2022, the Company held other real estate owned totaling $13.0 million and $178,000, respectively, whose carrying value was written down utilizing Level 3 inputs. The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of June 30, 2023 and 2022: June 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) (In Thousands) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 70,515 $ 70,515 $ 70,515 $ — $ Investment securities available for sale 1,227,729 1,227,729 Investment securities held to maturity Loans held-for-sale Net loans receivable FHLB Stock Interest receivable Interest rate contracts 146,465 9,591 131,169 9,442 5,780,687 5,261,808 71,734 28,133 71,624 — 28,133 71,624 — — — — — 14 — 1,227,729 131,169 9,442 — — 8,924 71,624 Financial liabilities: Deposits Certificates of deposits Borrowings Interest payable on deposits Interest payable on borrowings 3,611,632 2,017,551 1,506,812 6,826 5,282 3,611,632 1,989,434 1,498,920 6,826 5,282 3,611,632 — — 1,933 — — — — — — — — — — 5,261,808 — 19,195 — — 1,989,434 1,498,920 4,893 5,282 F-70 Note 18 – Fair Value of Financial Instruments (continued) KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) (In Thousands) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 101,615 $ 101,615 $ 101,615 $ — $ Investment securities available for sale 1,344,093 1,344,093 Investment securities held to maturity Loans held-for-sale Net loans receivable FHLB Stock Interest receivable Interest rate contracts 118,291 28,874 108,118 28,831 5,370,787 5,215,079 47,144 20,466 41,223 — 20,466 41,223 — — — — — 2 — 1,344,093 108,118 28,831 — — 5,210 41,223 Financial liabilities: Deposits Certificates of deposits Borrowings Interest payable on deposits Interest payable on borrowings 3,972,694 1,889,562 901,337 722 1,611 3,972,694 1,866,341 900,505 722 1,611 3,972,694 — — 147 — — — — — — — — — — 5,215,079 — 15,254 — — 1,866,341 900,505 575 1,611 Commitments. The fair value of commitments to fund credit lines and originate or participate in loans held in portfolio or loans held for sale is estimated using fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, including those relating to loans held for sale that are considered derivative instruments for financial statement reporting purposes, the fair value also considers the difference between current levels of interest and the committed rates. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, is not considered material for disclosure. Limitations. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no fair value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to value anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment, and advances from borrowers for taxes and insurance. In addition, the ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates. Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values. F-71 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 19 – Comprehensive Income The components of accumulated other comprehensive (loss) income included in stockholders’ equity are as follows: Net unrealized loss on securities available for sale $ (156,138) $ (118,031) June 30, 2023 2022 (In Thousands) Tax effect Net of tax amount Fair value adjustments on derivatives Tax effect Net of tax amount Benefit plan adjustments Tax effect Net of tax amount 45,018 (111,120) 58,414 (16,940) 41,474 268 (78) 190 34,104 (83,927) 39,805 (11,542) 28,263 (89) 26 (63) Total accumulated other comprehensive loss $ (69,456) $ (55,727) Other comprehensive (loss) income and related tax effects are presented in the following table: Years Ended June 30, 2023 2022 2021 (In Thousands) Net unrealized loss on securities available for sale $ (53,334) $ (128,601) $ (11,704) Net realized loss (gain) on securities available for sale (1) 15,227 559 (767) Fair value adjustments on derivatives 18,609 40,117 19,106 Benefit plans: (Accretion) amortization of actuarial (gain) loss (2) Net actuarial gain Net change in benefit plan accrued expense Other comprehensive (loss) income before taxes Tax effect (24) 381 357 80 924 1,004 (19,141) (86,921) 5,412 25,050 Total other comprehensive (loss) income $ (13,729) $ (61,871) $ ________________________________________ 83 236 319 6,954 (2,067) 4,887 (1) Represents amounts reclassified out of accumulated other comprehensive (loss) income and included in gain on sale of securities on the Consolidated Statements of Income. (2) Represents amounts reclassified out of accumulated other comprehensive (loss) income and included in the computation of net periodic pension expense. See Note 13 – Benefit Plans for additional information. F-72 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 20 – Revenue Recognition All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the years ended June 30, 2023, 2022 and 2021. Sources of revenue outside the scope of ASC 606 are noted as such. Non-interest income: Deposit-related fees and charges Loan-related fees and charges (1) (Loss) gain on sale and call of securities (1) (Loss) gain on sale of loans (1) (Loss) gain on sale of other real estate owned Income from bank owned life insurance (1) Electronic banking fees and charges (interchange income) Bargain purchase gain (1) Miscellaneous (1) Years Ended June 30, 2023 2022 2021 (In Thousands) $ 1,881 $ 1,733 $ 1,412 1,225 (15,227) (1,645) (139) 8,645 1,759 — 6,252 847 (559) 2,539 5 6,167 1,626 — 1,576 485 767 5,574 — 6,267 1,717 3,053 1,751 Total non-interest income $ 2,751 $ 13,934 $ 21,026 ________________________________________ (1) Not within the scope of ASC 606. A description of the Company’s revenue streams accounted for under ASC 606 is as follows: Service Charges on Deposit Accounts The Company earns fees from deposit customers for transaction-based, account maintenance, and overdraft services. Transaction- based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed at the point in the time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance. Gains/Losses on Sales of OREO The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. Gain/Losses on the sales of OREO falls within the scope of ASC 606, if the Company finances the transaction. Under ASC 606, if the Company finances the sale of OREO to the buyer, the Company is required to assess whether the buyer is committed to perform their obligations under the contract and whether the collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. Generally, the Company does not finance the sale of OREO properties. Interchange Income The Company earns interchange fees from debit and credit card holder transactions conducted through various payment networks. Interchange fees from cardholder transactions are recognized daily, concurrently with the transaction processing services provided by an outsourced technology solution. F-73 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 21 – Parent Only Financial Information Kearny Financial Corp. operates its wholly owned subsidiary Kearny Bank and the Bank’s wholly-owned subsidiaries CJB Investment Corp. and 189-245 Berdan Avenue LLC. The consolidated earnings of the subsidiaries are recognized by the Company using the equity method of accounting. Accordingly, the consolidated earnings of the subsidiaries are recorded as increases in the Company’s investment in the subsidiaries. The following are the condensed financial statements for Kearny Financial Corp. (Parent Company only) as of June 30, 2023 and 2022, and for each of the years in the three-year period ended June 30, 2023. Condensed Statements of Financial Condition Assets June 30, 2023 2022 (In Thousands) Cash and amounts due from depository institutions $ 48,839 $ Loans receivable Investment in subsidiary Other assets Total Assets Liabilities and Stockholders' Equity Other liabilities Stockholders' equity Total Liabilities and Stockholders' Equity 26,384 794,080 827 77,750 28,201 788,021 448 $ 870,130 $ 894,420 846 869,284 $ 870,130 $ 420 894,000 894,420 Condensed Statements of Income and Comprehensive Income Dividends from subsidiary Interest income Equity in undistributed earnings of subsidiaries Total income Directors' compensation Other expenses Total expense Income before income taxes Income tax expense Net income Comprehensive income Years Ended June 30, 2023 2022 (In Thousands) 2021 $ 26,282 $ 1,749 156,728 $ 1,508 178,918 1,993 (88,452) (114,969) 69,784 65,942 14,912 42,943 532 1,715 2,247 40,696 530 1,976 2,506 67,278 308 2,660 2,968 62,974 (259) 63,233 68,120 (115) 40,811 $ 27,082 $ (269) 67,547 $ 5,676 $ $ $ F-74 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 21 – Parent Only Financial Information (continued) Condensed Statements of Cash Flows Cash Flows from Operating Activities: Net income Adjustment to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiaries (Increase) decrease in other assets Increase (decrease) in other liabilities Net Cash Provided by Operating Activities Years Ended June 30, 2023 2022 (In Thousands) 2021 $ 40,811 $ 67,547 $ 63,233 (14,912) 88,452 114,969 (379) 271 25,791 176 (184) 484 160 155,991 178,846 Cash Flows from Investing Activities: Repayment of loan to ESOP Proceeds from the maturity of investment securities available for sale Outlays for business acquisitions Other, net 1,817 — — — 1,758 15,000 — — Net Cash Provided by (Used in) Investing Activities 1,817 16,758 1,702 — (9,008) 118 (7,188) Cash Flows from Financing Activities: Exercise of stock options Cash dividends paid — — 373 (28,499) (30,693) (28,648) Repurchase and cancellation of common stock of Kearny Financial Corp. (27,558) (129,520) (119,021) Cancellation of shares repurchased on vesting to pay taxes Net Cash Used In Financing Activities Net (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents - Beginning Cash and Cash Equivalents - Ending (462) (977) (803) (56,519) (161,190) (148,099) (28,911) 77,750 11,559 66,191 $ 48,839 $ 77,750 $ 23,559 42,632 66,191 F-75 KEARNY FINANCIAL CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 22 – Net Income per Common Share (EPS) Basic EPS is based on the weighted average number of common shares actually outstanding, including both vested and unvested restricted stock awards, adjusted for ESOP shares not yet committed to be released. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as outstanding stock options or unvested RSUs, were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of contracts or securities exercisable or which could be converted into common stock, if dilutive, using the treasury stock method. Shares issued and reacquired during any period are weighted for the portion of the period they were outstanding. The following schedule shows the Company’s earnings per share calculations for the periods presented: For the Year Ended June 30, 2023 2022 2021 (In Thousands, Except Per Share Data) Net income $ 40,811 $ 67,547 $ 63,233 Weighted average number of common shares outstanding - basic Effect of dilutive securities Weighted average number of common shares outstanding- diluted 64,804 — 64,804 70,911 22 70,933 82,387 4 82,391 Basic earnings per share Diluted earnings per share $ $ 0.63 $ 0.63 $ 0.95 $ 0.95 $ 0.77 0.77 Stock options for 2,983,530, 3,115,000 and 3,246,138 shares of common stock were not considered in computing diluted earnings per share at June 30, 2023, 2022 and 2021, respectively, because they were considered anti-dilutive. In addition, 497,664 and 251,905 RSUs were not considered in computing diluted earnings per share at June 30, 2023 and 2022, respectively, because they were considered anti-dilutive. F-76 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 Dated: August 25, 2023 KEARNY FINANCIAL CORP. /s/ Craig L. Montanaro By: Craig L. Montanaro President and Chief Executive Officer Pursuant to the requirement of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on August 25, 2023 on behalf of the Registrant and in the capacities indicated. /s/ Craig L. Montanaro Craig L. Montanaro President, Chief Executive Officer and Director (Principal Executive Officer) /s/ Keith Suchodolski Keith Suchodolski Senior Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Theodore J. Aanensen Theodore J. Aanensen Director /s/ Curtland E. Fields Curtland E. Fields Director /s/ Catherine A. Lawton Catherine A. Lawton Director /s/ Joseph P. Mazza Joseph P. Mazza Director /s/ Leopold W. Montanaro Leopold W. Montanaro Director /s/ Charles J. Pivirotto Charles J. Pivirotto Director /s/ Melvina Wong-Zaza Melvina Wong-Zaza Director /s/ Raymond E. Chandonnet Raymond E. Chandonnet Director /s/ John N. Hopkins John N. Hopkins Director /s/ John J. Mazur, Jr. John J. Mazur, Jr. Director /s/ John F. McGovern John F. McGovern Director /s/ Christopher Petermann Christopher Petermann Director /s/ John F. Regan John F. Regan Director L E T T E S H A R T O REHOLDERS BOARD OF DIRECTORS John J. Mazur, Jr. Chairman Craig L. Montanaro President/Chief Executive Officer Theodore J. Aanensen Raymond E. Chandonnet Curtland E. Fields John N. Hopkins KEARNY OFFICERS EXECUTIVE LEADERSHIP Craig L. Montanaro* President/Chief Executive Officer Keith Suchodolski* Senior Executive Vice President Chief Financial Officer Sean Byrnes* Executive Vice President Deputy Chief Financial Officer Anthony V. Bilotta, Jr.* Executive Vice President Chief Banking Officer Thomas D. DeMedici* Executive Vice President Chief Credit Officer Catherine A. Lawton Dr. Joseph P. Mazza John F. McGovern Leopold W. Montanaro Christopher Petermann Charles J. Pivirotto John F. Regan Melvina Wong-Zaza John V. Dunne* Executive Vice President Chief Risk Officer Patrick M. Joyce* Executive Vice President Chief Lending Officer Erika K. Parisi* Executive Vice President Chief Administrative Officer Timothy A. Swansson* Executive Vice President Chief Technology and Innovation Officer SENIOR VICE PRESIDENTS Redwan Ahmed Director of Information Technology Gail Corrigan* Corporate Secretary Jack D. Anastasi Director of Government and Vertical Banking Jeffrey Apostolou Director of Residential Lending Cassia J. Beierle, Esq. General Counsel Gary F. Brozowski Director of Commercial RE Lending Timothy Green Cyber Defense Officer Kenneth Helmrich BSA/OFAC Officer Matthew Lindenberg Chief Marketing Officer Cheryl L. Lyons Loan Servicing Assistant Secretary FIRST VICE PRESIDENTS Andrew Antanaitis Special Assets Manager Daniel Benker Facilities and Administrative Services Lynn Carnevale Assistant Secretary Grace Cruz-Beyer Portfolio Risk Manager Janet DeSiano Senior Marketing Manager Gina Donohue Mortgage Underwriter Assistant Secretary Jacqueline Gibbs Fair Lending Officer Jennifer Hawley Retail Administrative Officer Michael Healy Security Officer Donald Jacquin Commercial RE Team Leader South Earl Jornadal Project and Vendor Management Services Robert Kusant Director of Internal Audit Kimberly T. Manfredo Director of Human Resources Assistant Secretary Veronica Ross Director of Diversity, Equity and Inclusion Marianne McGoldrick Senior Credit Officer Christopher Rozewski Director of Data Analytics Robert L. Melchionne Director of C&I Lending Janine M. Specht Director of Digital Banking Frank A. Milley Chief Investment Officer Treasurer Heather Moskal Director of Retail and Commercial Deposits Johanna Maggiore Loan Originations Michael Mangione Retail Sales and Development Leader Dawn Marcano Private Client Manager Suzanne Marcialis Controller Silvia Merino-Topley Chief Compliance Officer Lisa Pontrelli Assistant Secretary Michael Valente Risk Officer Mary E. Webb Director of Retail and Deposit Operations Michael Reilly Director of Investment Services Kenneth Stevenson Commercial RE Team Leader North Jennifer Treshock Operations *Officer of Kearny Financial Corp. SHAREHOLDER INFORMATION ANNUAL MEETING The annual meeting of stockholders of Kearny Financial Corp. will be a virtual meeting conducted via webcast only on Thursday, October 26, 2023 at 10:00 a.m., Eastern Time. To be admitted, please visit: https://meetnow.global/M7L7GP7. To join the meeting as a registered stockholder you must enter the control number found on your proxy card, notice or proxy material notification email. Stockholders who own shares through an intermediary, such as a bank or broker, and wish to join the meeting, should follow the instructions on how to attend the virtual annual meeting that are included in our proxy statement. STOCK LISTING The common stock is traded over-the-counter on the NASDAQ Global Select Market under the ticker symbol KRNY. As of August 28, 2023, the closing price of the KRNY common stock was $7.44. Shareholder Inquiries: Taryn Rockwell Shareholder Relations Liaison Assistant Secretary (973) 244-4503 trockwell@kearnybank.com Capital Market Inquiries: Keith Suchodolski Senior Executive Vice President Chief Financial Officer (973) 244-4034 ksuchodolski@kearnybank.com Auditor Crowe LLP 354 Eisenhower Parkway, Suite 2050 Livingston, NJ 07039 Legal Counsel Luse Gorman, PC Transfer Agent Computershare Investor Services P.O. Box 43006 Providence, RI 02940-3006 (800) 368-5948 Number of Shares Outstanding As of August 28, 2023 Kearny Financial Corp. had 65,145,639 shares of common stock outstanding. I T Y . L ONGEVITY. C I L B L I A E R O M M U N I T Y . 3 2 0 2 T R O P E R L A U N N A 120 Passaic Avenue Fairfield, NJ 07004 NASDAQ - KRNY A N N UAL REPORT 2023 

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