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OCEANFIRST FINANCIAL CORP

For the period ended Mar 31, 2026. Filed May 1, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 1, 2026

OCFC$18.13-1.1%Stored close · as of Nov 6, 2026

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Notes to Unaudited Consolidated Financial Statements

Note 1. Basis of Presentation

The consolidated financial statements include the accounts of: the Company; its wholly-owned subsidiaries, the Bank and OceanFirst Risk Management, Inc.; the Bank’s direct and indirect wholly-owned subsidiaries, OceanFirst REIT Holdings, Inc., OceanFirst Management Corp., OceanFirst Realty Corp., Casaba Real Estate Holdings Corporation, Country Property Holdings, Inc., OFB Acquisition LLC; and Spring Garden Capital Group, LLC (and its subsidiaries). The Company disposed of its 60% controlling interest in Trident Abstract Title Agency, LLC on October 1, 2025, which was included in the Company’s consolidated financial statements for previous periods. All significant intercompany accounts and transactions have been eliminated in consolidation.

The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected for the full year 2026 or any other period. 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 date of the statements of financial condition and the results of operations for the periods presented. Actual results could differ from these estimates.

Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Segment Reporting

The Company’s operations are solely in the financial services industry and provide a range of regional community banking services to retail and commercial customers. The Company operates throughout New Jersey and in the major metropolitan areas from Massachusetts through Virginia.

Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the CODM. The CODM makes operating decisions and manages the activities of the business on a consolidated basis. Therefore, management concluded the Company has a single operating segment, and thereforeone reportable segment.

Further, the CODM allocates resources and assesses performance based on an ongoing review of the Company’s consolidated financial results. Specifically, the CODM reviews net income, reported within the consolidated statements of income, along with information in the consolidated statements of financial condition, to decide whether to reinvest profits into the Company or other strategic investments. Refer to the Consolidated Statements of Financial Condition and Consolidated Statements of Income for net income and all significant expenses regularly provided to and reviewed by the CODM.

Note 2. Earnings per Share

The following reconciles shares outstanding for basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months EndedMarch 31,
20262025
Weighted average shares outstanding57,46658,541
Less: Unallocated ESOP shares(58)(123)
Unallocated incentive award shares(365)(316)
Average basic shares outstanding57,04358,102
Add: Effect of dilutive securities:
Incentive awards59
Average diluted shares outstanding57,04858,111

For the three months ended March 31, 2026 and 2025, antidilutive stock options of 1,338,000 and 1,359,000, respectively, were excluded from the earnings per share calculation.

Note 3. Securities

The amortized cost, estimated fair value, and allowance for securities credit losses of debt securities AFS and HTM at March 31, 2026 and December 31, 2025 are as follows (in thousands):

AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFairValueAllowance for Securities Credit Losses
Debt securities AFS:
U.S. government and agency obligations$54,619$—$(2,598)$52,021$—
State and municipal debt obligations76,2004,102(8)80,294—
Corporate debt securities23,085587(125)23,547—
Asset-backed securities95,5244(225)95,303—
MBS:
Agency residential836,019843(5,505)831,357—
Agency commercial107,808—(9,243)98,565—
Total mortgage-backed securities943,827843(14,748)929,922—
Total excluding fair value hedge basis adjustment1,193,2555,536(17,704)1,181,087—
Fair value hedge basis adjustment (1)(6,700)—6,700——
Total debt securities AFS$1,186,555$5,536$(11,004)$1,181,087$—
Debt securities HTM:
State and municipal debt obligations$159,656$418$(9,584)$150,490$(21)
Corporate debt securities46,136211(522)45,825(717)
Mortgage-backed securities:
Agency residential569,963977(45,861)525,079—
Agency commercial76,8513(5,823)71,031—
Non-agency commercial1,065—(81)984(16)
Total mortgage-backed securities647,879980(51,765)597,094(16)
Total debt securities HTM$853,671$1,609$(61,871)$793,409$(754)
Total debt securities$2,040,226$7,145$(72,875)$1,974,496$(754)
Debt securities AFS:
U.S. government and agency obligations$54,607$—$(2,666)$51,941$—
State, municipal and sovereign debt obligations75,7767,359—83,135—
Corporate debt securities27,947575(298)28,224—
Asset-backed securities114,59560(161)114,494—
Mortgage-backed securities:
Agency residential857,0791,773(3,830)855,022—
Agency commercial108,0702(9,061)99,011—
Total mortgage-backed securities965,1491,775(12,891)954,033—
Total excluding fair value hedge basis adjustment1,238,0749,769(16,016)1,231,827—
Fair value hedge basis adjustment (1)(4,038)—4,038——
Total debt securities AFS$1,234,036$9,769$(11,978)$1,231,827$—
Debt securities HTM:
State and municipal debt obligations$165,267$434$(8,518)$157,183$(22)
Corporate debt securities48,986251(692)48,545(772)
Mortgage-backed securities:
Agency residential589,0781,788(44,521)546,345—
Agency commercial77,5178(5,256)72,269—
Non-agency commercial1,531—(83)1,448(17)
Total mortgage-backed securities668,1261,796(49,860)620,062(17)
Total debt securities HTM$882,379$2,481$(59,070)$825,790$(811)
Total debt securities$2,116,415$12,250$(71,048)$2,057,617$(811)

(1)Refer to Note 8, Derivatives and Hedging Activities for additional information.

The following table presents the activity in the allowance for credit losses for debt securities HTM for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,
20262025
Allowance for securities credit losses
Beginning balance$(811)$(967)
Benefit for credit losses5769
Total ending allowance balance$(754)$(898)

The Company monitors the credit quality of debt securities HTM on a quarterly basis through the use of internal credit analysis supplemented by external credit ratings. Credit ratings of BBB- or Baa3 or higher are considered investment grade. Where multiple ratings are available, the Company considers the lowest rating when determining the allowance for securities credit losses. Under this approach, the amortized cost of debt securities HTM at March 31, 2026, aggregated by credit quality indicator, are as follows (in thousands):

Investment GradeNon-Investment Grade/Non-ratedTotal
State and municipal debt obligations$159,656$—$159,656
Corporate debt securities33,05013,08646,136
Non-agency commercial MBS1,065—1,065
Total debt securities held-to-maturity$193,771$13,086$206,857

There wereno realized gains/losses on sale of debt securities AFS for either the three months ended March 31, 2026 or 2025.

The amortized cost and estimated fair value of debt securities at March 31, 2026 by contractual maturity are shown below (in thousands):

March 31, 2026AmortizedCost (1)EstimatedFair Value
Less than one year$56,464$55,811
Due after one year through five years121,721117,553
Due after five years through ten years77,37775,888
Due after ten years199,658198,228
$455,220$447,480

(1)The amortized cost of AFS securities excludes the portfolio layer fair value hedge basis adjustments of $6.7 million at March 31, 2026.

Actual maturities may differ from contractual maturities in instances where issuers have the right to call or prepay obligations with or without call or prepayment penalties. At March 31, 2026, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost, excluding the fair value hedge basis adjustments, of $68.7 million, $114.2 million, and $95.5 million, respectively, and an estimated fair value of $68.8 million, $118.0 million, and $95.3 million, respectively, were callable prior to the maturity date. Mortgage-backed securities are excluded from the above table since their effective lives are expected to be shorter than the contractual maturity date due to principal prepayments.

The estimated fair value and unrealized losses for debt securities AFS and HTM at March 31, 2026 and December 31, 2025, segregated by the duration of the unrealized losses, are as follows (in thousands):

Less than 12 months12 months or longerTotal
EstimatedFairValueUnrealizedLosses (1)EstimatedFairValueUnrealizedLosses (1)EstimatedFairValueUnrealizedLosses (1)
Debt securities AFS:
U.S. government and agency obligations$—$—$52,021$(2,598)$52,021$(2,598)
State and municipal debt obligations832(8)——832(8)
Corporate debt securities2,256(53)1,928(72)4,184(125)
Asset-backed securities93,299(225)——93,299(225)
MBS:
Agency residential516,034(5,458)17,544(47)533,578(5,505)
Agency commercial489—98,076(9,243)98,565(9,243)
Total MBS516,523(5,458)115,620(9,290)632,143(14,748)
Total debt securities AFS612,910(5,744)169,569(11,960)782,479(17,704)
Debt securities HTM:
State and municipal debt obligations9,738(179)126,077(9,405)135,815(9,584)
Corporate debt securities4,403(224)12,233(298)16,636(522)
MBS:
Agency residential79,177(1,317)365,193(44,544)444,370(45,861)
Agency commercial2,627(38)67,708(5,785)70,335(5,823)
Non-agency commercial——984(81)984(81)
Total MBS81,804(1,355)433,885(50,410)515,689(51,765)
Total debt securities HTM95,945(1,758)572,195(60,113)668,140(61,871)
Total debt securities$708,855$(7,502)$741,764$(72,073)$1,450,619$(79,575)
Debt securities AFS:
U.S. government and agency obligations$—$—$51,941$(2,666)$51,941$(2,666)
Corporate debt securities4,712(97)3,798(201)8,510(298)
Asset-backed securities68,805(161)——68,805(161)
MBS:
Agency residential498,047(3,771)21,547(59)519,594(3,830)
Agency commercial——98,518(9,061)98,518(9,061)
Total MBS498,047(3,771)120,065(9,120)618,112(12,891)
Total debt securities AFS571,564(4,029)175,804(11,987)747,368(16,016)
Debt securities HTM:
State and municipal debt obligations245—138,624(8,518)138,869(8,518)
Corporate debt securities4,458(241)14,295(451)18,753(692)
MBS:
Agency residential23,548(72)425,748(44,449)449,296(44,521)
Agency commercial——71,509(5,256)71,509(5,256)
Non-agency commercial459(1)989(82)1,448(83)
Total MBS24,007(73)498,246(49,787)522,253(49,860)
Total debt securities HTM28,710(314)651,165(58,756)679,875(59,070)
Total debt securities$600,274$(4,343)$826,969$(70,743)$1,427,243$(75,086)

(1)The unrealized losses of AFS securities excludes the portfolio layer fair value hedge basis adjustments of $6.7 million and $4.0 million at March 31, 2026 and December 31, 2025, respectively.

The Company concluded that no debt securities were impaired at March 31, 2026 based on consideration of several factors. The Company noted that each issuer made all contractually due payments when required. There were no defaults on principal or interest payments, and no interest payments were deferred. Based on management’s analysis of each individual security, the issuers appear to have the ability to meet debt service requirements over the life of the security. Furthermore, the net unrealized losses were primarily due to changes in the general credit and interest rate environment and not credit quality. Additionally, the Company has not utilized securities sales as a source of liquidity and the Company’s liquidity plans include adequate sources of liquidity outside securities sales.

Equity Investments

At March 31, 2026 and December 31, 2025, the Company held equity investments of $88.2 million and $91.9 million, respectively. The equity investments are primarily comprised of select financial services institutions’ preferred stocks, investments in other financial institutions and funds.

The realized and unrealized gains or losses on equity securities for the three months ended March 31, 2026 and 2025 are shown in the table below (in thousands):

Three Months Ended March 31,
20262025
Net (loss) gain on equity investments$(354)$205
Less: Net gains recognized on equity investments sold——
Unrealized (losses) gains recognized on equity investments still held$(354)$205

Note 4. Loans Receivable, Net

Loans receivable, net at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31,December 31,
20262025
Commercial:
Commercial real estate – investor$5,478,832$5,420,989
Commercial and industrial:
Commercial and industrial – real estate1,016,912986,431
Commercial and industrial – non-real estate1,302,1281,227,556
Total commercial and industrial2,319,0402,213,987
Total commercial7,797,8727,634,976
Consumer:
Residential real estate3,128,0233,194,264
Other consumer198,048202,763
Total consumer3,326,0713,397,027
Total loans receivable11,123,94311,032,003
Deferred origination costs, net of fees21,44222,389
Allowance for loan credit losses(86,110)(83,726)
Total loans receivable, net$11,059,275$10,970,666

The Company categorizes all 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, and current economic trends, among other factors. The Company evaluates risk ratings on an ongoing basis. The Company uses the following definitions for risk ratings:

Pass: Loans classified as Pass are well protected by the paying capacity and net worth of the borrower.

Special Mention: Loans classified as Special Mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard: Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize the collection or the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

The following tables summarize total loans (in thousands) by year of origination, internally assigned credit grades, and risk characteristics. The tables also include gross charge-offs that were recorded for the year to date periods presented, by year of origination (in thousands):

202620252024202320222021 and priorRevolving lines of creditTotal
Commercial real estate - investor
Pass$107,977$620,892$66,783$165,498$1,139,557$2,678,744$619,588$5,399,039
Special Mention—769——5,678352,4408,922
Substandard——858623,62241,5875,49170,871
Total commercial real estate - investor107,977621,66166,868165,5841,168,8572,720,366627,5195,478,832
Gross charge-offs—————(84)—(84)
Commercial and industrial:
Commercial and industrial - real estate
Pass73,731231,21139,06357,52584,673435,19134,844956,238
Special Mention——3,022——706—3,728
Substandard—15,10430,406——11,3805656,946
Total commercial and industrial - real estate73,731246,31572,49157,52584,673447,27734,9001,016,912
Gross charge-offs————————
Commercial and industrial - non-real estate
Pass51,436320,298171,56338,01829,15040,456626,6871,277,608
Special Mention285416364———9101,975
Substandard—29324—7132,36119,11822,545
Total commercial and industrial - non-real estate51,721320,743172,25138,01829,86342,817646,7151,302,128
Gross charge-offs—(64)(738)————(802)
Total commercial and industrial125,452567,058244,74295,543114,536490,094681,6152,319,040
Residential real estate (1)
Pass5,840471,072223,304195,500490,2571,739,127—3,125,100
Special Mention—108———675—783
Substandard——152338931,557—2,140
Total residential real estate5,840471,180223,456195,838490,3501,741,359—3,128,023
Gross charge-offs—(29)—————(29)
Other consumer (1)
Pass—30,60324,12122,07813,316103,2022,296195,616
Special Mention——296——197—493
Substandard———178—1,761—1,939
Total other consumer—30,60324,41722,25613,316105,1602,296198,048
Gross charge-offs—————(41)—(41)
Total loans$239,269$1,690,502$559,483$479,221$1,787,059$5,056,979$1,311,430$11,123,943
Total gross charge-offs$—$(93)$(738)$—$—$(125)$—$(956)

(1)For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.

202520242023202220212020 and priorRevolving lines of creditTotal
Commercial real estate - investor
Pass$647,529$65,950$166,397$1,161,291$1,299,618$1,427,844$579,022$5,347,651
Special Mention66——2,932—8,73572512,458
Substandard—85—20,78829833,9695,74060,880
Total commercial real estate - investor647,59566,035166,3971,185,0111,299,9161,470,548585,4875,420,989
Gross charge-offs(102)(310)(1,938)(649)(24)(511)—(3,534)
Commercial and industrial:
Commercial and industrial - real estate
Pass255,69074,28458,97090,14259,476403,73831,844974,144
Special Mention—250———731—981
Substandard—————11,306—11,306
Total commercial and industrial - real estate255,69074,53458,97090,14259,476415,77531,844986,431
Gross charge-offs————————
Commercial and industrial - non-real estate
Pass325,180181,53840,76130,4178,31435,057589,3001,210,567
Special Mention39224————690953
Substandard—5285537766491,77411,75616,036
Total commercial and industrial - non-real estate325,219182,29041,31431,1938,96336,831601,7461,227,556
Gross charge-offs—(815)—(20)———(835)
Total commercial and industrial580,909256,824100,284121,33568,439452,606633,5902,213,987
Residential real estate (1)
Pass471,828225,885209,979501,308743,6101,034,301—3,186,911
Special Mention2181213452651,4321,298—3,679
Substandard2071,59039693445943—3,674
Total residential real estate472,253227,596210,720501,666745,4871,036,542—3,194,264
Gross charge-offs(37)(218)(106)(319)(345)(426)—(1,451)
Other consumer (1)
Pass27,97124,29223,14113,69715,08693,4253,242200,854
Special Mention————882—90
Substandard—19018167—1,381—1,819
Total other consumer27,97124,48223,32213,76415,09494,8883,242202,763
Gross charge-offs———(48)—(385)—(433)
Total loans$1,728,728$574,937$500,723$1,821,776$2,128,936$3,054,584$1,222,319$11,032,003
Total gross charge-offs$(139)$(1,343)$(2,044)$(1,036)$(369)$(1,322)$—$(6,253)

(1)For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.

An analysis of the allowance for credit losses on loans for the three months ended March 31, 2026 and 2025 was as follows (in thousands):

Commercial and Industrial
CommercialReal Estate –InvestorCommercial and Industrial - Real EstateCommercialand Industrial - Non-Real EstateResidentialReal EstateOther ConsumerTotal
Allowance for credit losses on loans
Balance at beginning of period$29,944$4,753$23,376$24,680$973$83,726
(Benefit) provision for credit losses(854)2,537950467(15)3,085
Charge-offs(84)—(802)(29)(41)(956)
Recoveries831392283255
Balance at end of period$29,014$7,293$23,663$25,140$1,000$86,110
Allowance for credit losses on loans
Balance at beginning of period$30,780$3,817$10,471$27,587$952$73,607
Provision (benefit) for credit losses3,1472822,364(57)915,827
Charge-offs(55)——(722)(21)(798)
Recoveries7532280162
Balance at end of period$33,947$4,102$12,837$26,810$1,102$78,798

A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral and, therefore, is classified as non-accruing. At March 31, 2026 and December 31, 2025, the Company had collateral dependent loans with an amortized cost balance as follows: commercial real estate - investor of $19.0 million and $13.6 million, respectively, commercial and industrial - real estate of $5.5 million and $4.8 million, respectively, and commercial and industrial - non-real estate of $228,000 and $603,000, respectively. In addition, the Company had collateral dependent residential and consumer loans with an amortized cost balance of $4.1 million and $5.5 million at March 31, 2026 and December 31, 2025, respectively.

The following table presents the recorded investment in non-accrual loans, by loan portfolio segment as of March 31, 2026 and December 31, 2025 (in thousands):

March 31,December 31,
20262025
Commercial real estate – investor$18,970$13,636
Commercial and industrial:
Commercial and industrial - real estate5,5414,813
Commercial and industrial - non-real estate228640
Total commercial and industrial5,7695,453
Residential real estate7,0116,200
Other consumer2,8882,502
Total non-performing loans$34,638$27,791

At March 31, 2026 and December 31, 2025, non-accrual loans were included in the allowance for credit loss calculation and the Company did not recognize or accrue interest income on these loans. At March 31, 2026 and December 31, 2025, there wereno loans greater than 90 days past due that were accruing interest.

The following table presents the aging of the recorded investment in past due loans as of March 31, 2026 and December 31, 2025 by loan portfolio segment (in thousands):

30-59DaysPast Due60-89DaysPast Due90 Days or Greater Past DueTotalPast DueLoans NotPast DueTotal
Commercial real estate – investor$37,935$1,256$13,596$52,787$5,426,045$5,478,832
Commercial and industrial:
Commercial and industrial - real estate2,6624774,5667,7051,009,2071,016,912
Commercial and industrial - non-real estate6042292071,0401,301,0881,302,128
Total commercial and industrial3,2667064,7738,7452,310,2952,319,040
Residential real estate11,4404822,14114,0633,113,9603,128,023
Other consumer3284631,9392,730195,318198,048
Total loans$52,969$2,907$22,449$78,325$11,045,618$11,123,943
Commercial real estate – investor$25,516$974$12,333$38,823$5,382,166$5,420,989
Commercial and industrial:
Commercial and industrial - real estate587—4,2814,868981,563986,431
Commercial and industrial - non-real estate1,2202355782,0331,225,5231,227,556
Total commercial and industrial1,8072354,8596,9012,207,0862,213,987
Residential real estate14,5173,6723,67321,8623,172,4023,194,264
Other consumer1,027601,8192,906199,857202,763
Total loans$42,867$4,941$22,684$70,492$10,961,511$11,032,003

Loan Modifications to Borrowers Experiencing Financial Difficulty

In accordance with ASU 2022-02, the Company has modified and may modify in the future certain loans to borrowers experiencing financial difficulty. These modifications may include a reduction in interest rate, an extension in term, principal forgiveness and/or other than insignificant payment delay. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is subsequently adjusted by an amount equal to the total loss rate as applied to the reduced amortized cost basis. As of March 31, 2026 and December 31, 2025, loans with modifications to borrowers experiencing financial difficulty totaled $20.5 million and $24.9 million, respectively. There wereno outstanding commitments to lend additional funds to such borrowers with loan modifications as of March 31, 2026 or December 31, 2025.

The following table presents loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025 (in thousands):

​

Term ExtensionCombination of Term Extension and Interest Rate ReductionTotal% of Total by Loan Portfolio Segment
Residential real estate$—$86$86—%
$—$86$86—%
Commercial real estate – investor$5,160$—$5,1600.10%
$5,160$—$5,1600.05%

​

The modifications during the periods presented had an insignificant financial effect on the Company.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table provides the performance of loans modified to borrowers experiencing financial difficulty during the twelve months ended March 31, 2026 and 2025 (in thousands):

Current · 60 - 89 Days past due · 90 Days or Greater past due · Total
Commercial real estate – investor$4,423$951$—$5,374
Residential real estate——86(1)86
$4,423$951$86$5,460
Commercial real estate – investor$24,275$—$—$24,275
$24,275$—$—$24,275

(1) Represents one residential loan that defaulted during the three months ended March 31, 2026, which had been modified within the last 12 months.

Note 5. Deposits

The major types of deposits at March 31, 2026 and December 31, 2025 were as follows (in thousands):

Type of AccountMarch 31,December 31,
20262025
Non-interest-bearing$1,757,097$1,741,958
Interest-bearing checking4,536,7264,354,485
Money market deposit1,488,6531,412,917
Savings986,208986,195
Time deposits2,387,2322,468,850
Total deposits$11,155,916$10,964,405

Included in time deposits at March 31, 2026 and December 31, 2025 was $493.8 million and $474.6 million, respectively, of deposits of $250,000 or more. Time deposits also include brokered deposits of $487.9 million and $609.8 million at March 31, 2026 and December 31, 2025, respectively.

Note 6. Borrowed Funds

Borrowed funds at March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31,December 31,
20262025
FHLB advances$1,180,179$1,397,179
Securities sold under agreements to repurchase with customers67,24954,434
Other borrowings255,518255,233
Total borrowed funds$1,502,946$1,706,846

At each of March 31, 2026 and December 31, 2025, there were $929.2 million of FHLB term advances. There were $251.0 million and $468.0 million of overnight borrowings from the FHLB at March 31, 2026 and December 31, 2025, respectively.

Pledged assets

The following table presents the assets pledged to secure borrowings, borrowing capacity, repurchase agreements, letters of credit, and for other purposes required by law at carrying value (in thousands):

LoansDebt securitiesTotal
FHLB and FRB$7,935,364$1,333,151$9,268,515
Repurchase agreements—74,81174,811
Total pledged assets$7,935,364$1,407,962$9,343,326
FHLB and FRB$7,923,979$1,367,469$9,291,448
Repurchase agreements—78,42278,422
Total pledged assets$7,923,979$1,445,891$9,369,870

The securities that collateralize the repurchase agreements are delivered to the lender, with whom each transaction is executed, to a third-party custodian, or held at the Company. The lender agrees to resell to the Company substantially the same securities at the maturity of the repurchase agreements.

Note 7. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

The Company uses valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability and developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and developed based on the best information available in the circumstances. In that regard, a fair value hierarchy has been established for valuation inputs that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These 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 (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.

Level 3 Inputs – Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.

Assets and Liabilities Measured at Fair Value

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Debt Securities Available-for-Sale

Debt securities classified as AFS are reported at fair value. Fair value of U.S. Treasuries are determined using quoted prices in active markets (Level 1). The majority of the other debt securities are determined using inputs other than quoted prices that are based on market observable information (Level 2). Level 2 debt securities are priced through third-party pricing services or security industry sources that actively participate in the buying and selling of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific securities, but comparing the debt securities to benchmark or comparable debt securities.

Equity Investments

Equity investments with readily determinable fair value are reported at fair value. Fair value for these investments is primarily determined using a quoted price in an active market or exchange (Level 1) or using inputs other than quoted prices that are based on market observable information (Level 2). Equity investments without readily determinable fair values are carried at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (measurement alternative). Certain equity investments without readily determinable fair values are measured at NAV per share as a practical expedient, which are excluded from the fair value hierarchy levels in the table below.

Interest Rate Derivatives

The Company’s interest rate swaps and cap contracts are reported at fair value utilizing discounted cash flow models provided by an independent, third-party and observable market data (Level 2). When entering into an interest rate swap or cap contract, the Company is exposed to fair value changes due to interest rate movements, and also the potential nonperformance of the contract counterparty.

Credit Default Swap

The credit default swap is reported at fair value. The fair value of the credit default swap is estimated utilizing discounted cash flows and is derived from various inputs. The inputs include unobservable inputs to measure the probability of future credit events for a portion of the Company’s underlying residential loan portfolio in which no active market exists. The credit default swap is therefore classified within Level 3 on the hierarchy.

Other Real Estate Owned and Loans Individually Measured for Impairment

Other real estate owned and loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs. Fair value is generally based on independent appraisals (Level 3), which may be adjusted by management for qualitative factors, such as economic factors and estimated liquidation expenses.

The following table summarizes financial assets and financial liabilities measured at fair value as of March 31, 2026 and December 31, 2025, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

Fair Value Measurements at Reporting Date Using:
Total FairValueLevel 1InputsLevel 2InputsLevel 3Inputs
Items measured on a recurring basis:
Debt securities available-for-sale$1,181,087$43,422$1,137,665$—
Equity investments39,583—39,583—
Interest rate derivative asset58,928—58,928—
Interest rate derivative liability(52,340)—(52,340)—
Credit default swap(123)——(123)
Items measured on a non-recurring basis:
Equity investments (1) (2)48,656——40,163
Other real estate owned10,393——10,393
Loans measured for impairment based on the fair value of the underlying collateral (3)28,819——28,819
Items measured on a recurring basis:
Debt securities available-for-sale$1,231,827$43,385$1,188,442$—
Equity investments45,207—45,207—
Interest rate derivative asset57,823—57,823—
Interest rate derivative liability(53,835)—(53,835)—
Credit default swap(234)——(234)
Items measured on a non-recurring basis:
Equity investments (1) (2)46,675——40,163
Other real estate owned10,266——10,266
Loans measured for impairment based on the fair value of the underlying collateral (3)24,470——24,470

(1) As of March 31, 2026 and December 31, 2025, equity investments included $40.2 million and $40.2 million, respectively, of equity investments measured under the measurement alternative. There wereno of realized gains/losses for the three months ended March 31, 2026 and December 31, 2025.

(2) As of March 31, 2026 and December 31, 2025, equity investments included $8.5 million and $6.5 million, respectively, of certain equity investment funds measured at NAV per share (or its equivalent) as a practical expedient to fair value and these equity investments have not been classified in the fair value hierarchy levels.

(3)Primarily consists of commercial loans, which are collateral dependent. The range of fair value adjustments may vary but is generally 0% to 8% on the discount for costs to sell and 0% to 10% on appraisal adjustments.

The Company recognized $112,000 of gains andno gains or losses in earnings for the three months ended March 31, 2026 and 2025, respectively, for its credit default swap.

The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods. There were no transfers into or out of Level 3 for the three months ended March 31, 2026 and 2025.

Assets and Liabilities Disclosed at Fair Value

A description of the valuation methodologies used for assets and liabilities disclosed at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.

Cash and Due from Banks

For cash and due from banks, the carrying amount approximates fair value.

Debt Securities Held-to-Maturity

Debt securities classified as HTM are carried at amortized cost, as the Company has the positive intent and ability to hold these debt securities to maturity. The Company determines the fair value of the debt securities utilizing Level 2 inputs. Most of the Company’s debt securities are fixed income instruments that are not quoted on an exchange, but are bought and sold in active markets. Prices for these instruments are obtained through third-party pricing vendors or security industry sources that actively participate in the buying and selling of debt securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific debt securities, but comparing the debt securities to benchmark or comparable debt securities.

Management’s policy is to obtain and review all available documentation from the third-party pricing service relating to their fair value determinations, including their methodology and summary of inputs. Management reviews this documentation, makes inquiries of the third-party pricing service and decides as to the level of the valuation inputs. Based on the Company’s review of the available documentation from the third-party pricing service, management concluded that Level 2 inputs were utilized for all securities.

Restricted Equity Investments

The fair value of these investments, which are primarily Federal Home Loan Bank of New York and Federal Reserve Bank stock, is its carrying value since this is the amount for which it could be redeemed. There is no active market for this stock and the Company is required to maintain a minimum investment as stipulated by the respective entities.

Loans Receivable and Loans Held-for-Sale

Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential real estate, consumer and commercial. Each loan category is further segmented into fixed and adjustable rate interest terms.

Fair value of performing and non-performing loans, which is based on an exit price notion, was estimated by discounting the future cash flows, net of estimated prepayments, at market discount rates that reflect the credit and interest rate risk inherent in the loan.

Loans held for sale are carried at the lower of unpaid principal balance, net, or estimated fair value on an aggregate basis. Estimated fair value is generally determined based on bid quotations from secondary markets.

Deposits Other than Time Deposits

The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and interest-bearing checking accounts and money market accounts is, by definition, equal to the amount payable on demand. The related insensitivity of the majority of these deposits to interest rate changes creates a significant inherent value which is not reflected in the fair value reported.

Time Deposits

The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

FHLB Advances and Other Borrowings

Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.

Securities Sold Under Agreements to Repurchase with Customers

Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.

The book value and estimated fair value of the Company’s significant financial instruments not recorded at fair value as of March 31, 2026 and December 31, 2025 are presented in the following tables (in thousands):

Fair Value Measurements at Reporting Date Using:
BookValueLevel 1InputsLevel 2InputsLevel 3Inputs
Financial Assets:
Cash and due from banks$136,981$136,981$—$—
Debt securities held-to-maturity852,917—793,409—
Restricted equity investments119,503——119,503
Loans receivable, net and loans held-for-sale11,059,275——10,702,414
Financial Liabilities:
Deposits other than time deposits (1)8,768,684—8,768,684—
Time deposits2,387,232—2,381,761—
FHLB advances and other borrowings1,435,697—1,449,644—
Securities sold under agreements to repurchase with customers67,24967,249——
Financial Assets:
Cash and due from banks$135,130$135,130$—$—
Debt securities held-to-maturity881,568—825,790—
Restricted equity investments129,329——129,329
Loans receivable, net and loans held-for-sale10,976,434——10,665,389
Financial Liabilities:
Deposits other than time deposits (1)8,495,555—8,495,555—
Time deposits2,468,850—2,455,199—
FHLB advances and other borrowings1,652,412—1,662,638—
Securities sold under agreements to repurchase with customers54,43454,434——

(1) The estimated fair value of non-maturity deposits does not consider any inherent value and represents the amount payable on demand. However, non-maturity deposits do contain significant inherent value to the Company, particularly when overnight funding costs are greater than the deposit costs.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because a limited market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other significant unobservable inputs. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, bank owned life insurance, and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Note 8. Derivatives and Hedging Activities

The Company enters into derivative financial instruments which involve, to varying degrees, interest rate and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures, seeking to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company utilizes derivative financial instruments to accommodate the business needs of its customers as well as to economically hedge the exposure that this creates for the Company. Additionally, the Company enters into certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The Company may also enter into derivative financial instruments to reduce credit risk and manage regulatory capital levels. The Company does not use derivative financial instruments for trading purposes.

Customer Derivatives – Interest Rate Swaps and Cap Contracts

Derivatives Not Designated as Hedging Instruments

Interest Rate Swaps and Cap Contracts

The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The Company also enters into interest rate cap contracts that enable commercial loan customers to lock in a cap on a variable-rate commercial loan agreement. This feature prevents the loan from repricing to a level that exceeds the cap contract’s specified interest rate, which serves to hedge the risk from rising interest rates. The Company then enters into an offsetting interest rate cap contract with a third party in order to economically hedge its exposure through the customer agreement.

These interest rate swaps and cap contracts with both the customers and third parties are not designated as hedges under ASC Topic 815, Derivatives and Hedging, and therefore changes in fair value are reported in earnings. As the interest rate swaps and cap contracts are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC Topic 820, Fair Value Measurements. The Company recognized gains of $10,000 and losses of $16,000 in commercial loan swap income resulting from fair value adjustments for the three months ended March 31, 2026 and 2025, respectively.

Credit Default Swap

In December 2025, the Company entered into a credit default swap related to a $1.52 billion pool of on-balance sheet residential mortgage loans, as the buyer of credit protection, to manage regulatory capital levels and reduce credit risk. The swap is a freestanding derivative as the contract is distinct from the referenced loan agreements and is executed with a separate counterparty. Under the terms of the swap contract, the Company will be compensated for certain credit-related losses on the residential mortgage loan pool, which had a total remaining principal balance of $1.46 billion and $1.50 billion at March 31, 2026 and December 31, 2025, respectively. The credit protection purchased was equal to the credit default swap notional amount of $73.1 million and $75.8 million at March 31, 2026 and December 31, 2025, respectively. The credit default swap is measured at fair value in either other assets or other liabilities on the Consolidated Statements of Financial Condition, and the related gains or losses are recognized in other non-interest income on the Consolidated Statements of Income. The gain on the credit default swap for the three months ended March 31, 2026 was $112,000. As the buyer of credit protection, the Company pays a premium to the protection seller in return for the right to receive a payment if a specified credit event occurs. The premium expense associated with the credit default swap for the three months ended March 31, 2026 totaled $884,000 and was recorded in other operating expense on the Consolidated Statements of Income. The credit default swap terminates in October 2055.

Derivatives Designated as Hedging Instruments

Interest Rate Swap Contracts - Fair Value Hedge

During 2025, the Company entered into interest rate swap derivatives to hedge the changes in fair value of AFS debt securities due to changes in interest rates. The swaps hedge the interest rate risk component of the change in fair value of the hedged items (i.e., hedged layers of AFS debt securities), and were designated and qualified as portfolio layer method fair value hedges under ASC Topic 815, Derivatives and Hedging. The last of the fair value hedges is scheduled to expire in October 2042.

For AFS securities that are included in a fair value hedge relationship, changes in fair value related to changes to the benchmark interest rate on AFS securities are immediately recognized into interest income in the Consolidated Statements of Income, and are offset by the change in the fair value of the interest rate swap derivatives. Changes in fair value of the AFS securities that are unrelated to interest rate risk are recorded in OCI as net unrealized gains (losses) on AFS securities. Throughout the life of the hedges, basis adjustments are maintained at the portfolio level and are allocated to individual assets only under certain circumstances. These circumstances include instances where the portfolio amount falls below the hedged layer amounts, or in cases of voluntary de-designation. The cumulative fair value hedge basis adjustments included in the carrying amount of hedged assets are reversed through the Consolidated Statements of Income in future periods as an adjustment to yield. All swaps involved in fair value hedges have been determined to be effective.

The following table presents the amortized cost and cumulative basis adjustment for closed portfolios of securities used to designate fair value hedging relationships (in thousands):

As of March 31, 2026As of December 31, 2025
AFS securities:
Amortized cost (excluding fair value hedge basis adjustment)$672,191$682,878
Fair value hedge basis adjustment(6,700)(4,038)

The table below presents the effects of fair value hedges on net interest income, as well as their location on the Consolidated Statements of Income (in thousands):

Location of Gain/(Loss) Recognized in IncomeThree Months EndedMarch 31, 2026
AFS securities:
Gain recognized on derivativesInterest income - debt securities$2,590
Loss recognized on hedged itemsInterest income - debt securities(2,662)
Net loss recognized on fair value hedgesInterest income - debt securities$(72)

Interest Rate Swap Contract - Cash Flow Hedge

During 2022, the Company entered into athree-year interest rate swap intended to add stability to its net interest income and to manage its exposure to future interest rate movements associated with a pool of floating-rate commercial loans. The swap was designated and qualified as a cash flow hedge, under ASC Topic 815, Derivatives and Hedging. The interest rate swap matured on January 1, 2026, and there were no additional reclassifications into interest income.

The table below presents the effect on the Company’s AOCI or AOCL attributable to the cash flow hedge derivative, net of tax, and the related gains/losses reclassified from AOCI into income (in thousands):

Three Months Ended March 31,
AOCL balance at beginning of period, net of tax$(87)
Losses reclassified from AOCI into interest income64
AOCL balance at end of period, net of tax$(23)

Derivatives Not Designated as Hedging Instruments and Designated as Hedging Instruments

The table below presents the notional amount and fair value of derivatives designated and not designated as hedging instruments, as well as their location on the Consolidated Statements of Financial Condition (in thousands):

Notional · Fair Value
Other assets · Other liabilities
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts$1,544,674$52,309$52,340
Credit default swap73,136—123
Derivatives Designated as Hedging Instruments
Interest rate swap contracts - fair value hedge664,5886,619—
Total Derivatives$2,282,398$58,928$52,463
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts$1,537,760$53,768$53,809
Credit default swap75,802—234
Derivatives Designated as Hedging Instruments
Interest rate swap contract - cash flow hedge100,000——
Interest rate swap contracts - fair value hedge678,9214,05526
Total Derivatives$2,392,483$57,823$54,069

Credit Risk-Related Mitigating Features

The Company is exposed to credit risk in the event of nonperformance by various derivative counterparties. The Company minimizes risk of nonperformance by being a party to International Swaps and Derivatives Association agreements with third party broker-dealers that require a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. There wasno cash collateral posted by the Company with third parties at either March 31, 2026 or December 31, 2025. The amount of cash collateral received from these third parties was $54.6 million and $42.9 million at March 31, 2026 and December 31, 2025, respectively. The amount of cash collateral posted or received with these third parties is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures.

The interest rate derivatives which the Company executes with the commercial borrowers are collateralized by the borrowers’ commercial real estate financed by the Company. The credit default swap is not exposed to counterparty credit risk as it is fully collateralized.

The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with third parties was $52.5 million and $54.0 million at March 31, 2026 and December 31, 2025, respectively.

Note 9. Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company’s leases are comprised of real estate property for branches, automated teller machine locations and office space with terms extending through 2038. The Company hasone existing finance lease, which has a lease term through 2029.

The following table represents the classification of the Company’s ROU assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands):

March 31, · December 31,
2026 · 2025
Lease ROU Assets · Classification
Operating lease ROU assetsOther assets$16,500$17,596
Finance lease ROU assetPremises and equipment, net780838
Total lease ROU assets$17,280$18,434
Lease Liabilities
Operating lease liabilities (1)Other liabilities$17,855$19,037
Finance lease liabilityOther borrowings1,0701,143
Total lease liabilities$18,925$20,180

(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $831,000 and $897,000 at March 31, 2026 and December 31, 2025, respectively.

The following table represents the weighted-average remaining lease term and weighted-average discount rate for the Company’s operating and finance leases:

March 31,December 31,
20262025
Weighted-Average Remaining Lease Term
Operating leases5.74 years5.82 years
Finance lease3.35 years3.59 years
Weighted-Average Discount Rate
Operating leases3.60%3.57%
Finance lease5.635.63

The following table represents lease expenses and other lease information (in thousands):

Three Months Ended March 31,
20262025
Lease Expense
Operating lease expense$1,256$1,203
Finance lease expense:
Amortization of ROU assets5858
Interest on lease liabilities (1)1519
Total$1,329$1,280
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,343$1,289
Operating cash flows from finance leases1519
Financing cash flows from finance leases7268

(1)Included in borrowed funds interest expense on the Consolidated Statements of Income. All other costs are included in occupancy expense on the Consolidated Statements of Income.

Future minimum payments for the finance lease and operating leases with initial or remaining terms were as follows (in thousands):

Finance Lease · Operating Leases
For the Year Ending December 31,
2026$263$3,910
20273504,154
20283502,977
20292092,701
2030—2,146
Thereafter—4,038
Total1,17219,926
Less: Imputed interest(102)(2,071)
Total lease liabilities$1,070$17,855

Note 10. Subsequent Events

The Company received all regulatory approvals from the New York State Department of Financial Services, the Office of the Comptroller of the Currency, and the Board of Governors of the Federal Reserve System, and shareholder approval to complete the proposed merger of Flushing with and into the Company.

The Company expects to close the merger in the second quarter of 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.

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