Hanover Bancorp, Inc. /MD
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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Sep 30, 2026 · Filed Nov 6, 2026
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Notes to Unaudited Consolidated Financial Statements
- BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Hanover Bancorp, Inc., a Maryland corporation (the “Company”), is the holding company for Hanover Community Bank (the “Bank”). The Bank, headquartered in Mineola, New York, is a New York State chartered bank. The Bank commenced operations on November 4, 2008 and is a full-service bank providing personal and business lending and deposit services. As a New York State chartered, non-Federal Reserve member bank, the Bank is subject to regulation by the New York State Department of Financial Services (“DFS”) and the Federal Deposit Insurance Corporation (“FDIC”). The Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (the “FRB”).
Basis of Presentation
In the opinion of the Company’s management, the preceding unaudited interim consolidated financial statements contain all adjustments, consisting of normal accruals, necessary for a fair presentation of the Company’s consolidated statement of financial condition as of September 30, 2026, its consolidated statements of income for the three and nine months ended September 30, 2026 and 2025, its consolidated statements of comprehensive income for the three and nine months ended September 30, 2026 and 2025, its consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2026 and 2025 and its consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had an immaterial effect on the Company’s consolidated financial statements and had no effect on prior period net income or stockholders’ equity.
In addition, the preceding unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, as well as in accordance with predominant practices within the banking industry. They do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of results for any other interim period or of the results for the full fiscal year 2026. The 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. There have been no material changes to the Company’s significant accounting policies since December 31, 2025.
All material intercompany accounts and transactions have been eliminated in consolidation. Unless the context otherwise requires, references herein to the Company include the Company and the Bank on a consolidated basis.
Salaries and employee benefits for the nine months ended September 30, 2026 includes a severance payment related to a Board approved Transition Agreement dated February 12, 2026 between the Company and the former President of the Company and the Bank, McClelland Wilcox. In connection with a management restructuring initiative, Mr. Wilcox’s last day of employment was March 31, 2026 and pursuant to the terms of his Employment Agreement, he was entitled to a severance benefit of approximately $2.15 million.
Accounting Policies
Bank Owned Life Insurance (“BOLI”) – The Bank has purchased life insurance policies on certain officers. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
- EARNINGS PER SHARE
The two-class method is used in the calculation of basic and diluted earnings per share (“EPS”). Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared and participation rights in undistributed earnings. The restricted stock awards granted by the Company contain non-forfeitable rights to dividends and therefore are considered participating securities.
The Company’s basic and diluted EPS calculations for the three and nine months ended September 30, 2026 and 2025 are as follows. There wereno stock options outstanding as of September 30, 2026. There wereno stock options that were antidilutive for the three and nine months ended September 30, 2025.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| (in thousands, except share and per share data) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| | | | | | | | | | | | | |
| Net income available to common stockholders | | $4,349 | | $3,491 | | $10,287 | | $7,455 | ||||
| Less: Dividends paid and earnings allocated to participating securities | | | (101) | | | (88) | | | (246) | | | (202) |
| Income attributable to common stock | | $4,248 | | $3,403 | | $10,041 | | $7,253 | ||||
| Weighted average common shares outstanding, including participating securities | | | 7,292,462 | | | 7,475,764 | | | 7,373,819 | | | 7,480,102 |
| Less: Weighted average participating securities | | | (177,596) | | | (201,303) | | | (185,947) | | | (218,147) |
| Weighted average common shares outstanding | | 7,114,866 | | 7,274,461 | | 7,187,872 | | 7,261,955 | ||||
| Basic EPS | | $0.60 | | $0.47 | | $1.40 | | $1.00 | ||||
| | | | | | | | | | | | | |
| Income attributable to common stock | | $4,248 | | $3,403 | | $10,041 | | $7,253 | ||||
| Weighted average common shares outstanding | | 7,114,866 | | 7,274,461 | | 7,187,872 | | 7,261,955 | ||||
| Weighted average common equivalent shares outstanding | | | — | | | 5,672 | | | — | | | 5,722 |
| Weighted average common and equivalent shares outstanding | | | 7,114,866 | | | 7,280,133 | | | 7,187,872 | | | 7,267,677 |
| Diluted EPS | | $0.60 | | $0.47 | | $1.40 | | $1.00 | ||||
- SECURITIES
The following tables summarize the amortized cost, fair value and allowance for credit losses of securities available for sale and securities held to maturity at September 30, 2026 and December 31, 2025 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss and gross unrecognized gains and losses:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2026 | |||||||||||||||
| · · · · · Gross · · Gross · · Allowance · · · | |||||||||||||||
| · · Amortized · · Unrealized · · Unrealized · · for Credit · · · | |||||||||||||||
| (in thousands) · · Cost · · Gains · · Losses · · Losses · · Fair Value | |||||||||||||||
| Available for sale: | | | | | | | | | | | | | | | |
| U.S. GSE residential mortgage-backed securities | | $35,358 | | $— | | $(1,899) | | $— | | $33,459 | |||||
| U.S. GSE residential collateralized mortgage obligations | | | 10,496 | | | — | | | (205) | | | — | | | 10,291 |
| U.S. GSE commercial mortgage-backed securities | | | 2,578 | | | — | | | (249) | | | — | | | 2,329 |
| Collateralized loan obligations | | | 44,617 | | | 4 | | | (125) | | | — | | | 44,496 |
| Corporate bonds | | | 48,175 | | | 206 | | | (741) | | | — | | | 47,640 |
| Total available for sale securities | | $141,224 | | $210 | | $(3,219) | | $— | | $138,215 | |||||
| | | | | | | | | | | | | | | | |
| | | | | | Gross | | Gross | | | | Allowance | ||||
| | | Amortized | | Unrecognized | | Unrecognized | | | | for Credit | |||||
| | | Cost | | Gains | | Losses | | Fair Value | | Losses | |||||
| Held to maturity: | | | | | | | | | | | | | | | |
| U.S. GSE residential mortgage-backed securities | | $865 | | $— | | $(60) | | $805 | | $— | |||||
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||||||||
| · · · · · Gross · · Gross · · Allowance · · · | |||||||||||||||
| · · Amortized · · Unrealized · · Unrealized · · for Credit · · · | |||||||||||||||
| (in thousands) · · Cost · · Gains · · Losses · · Losses · · Fair Value | |||||||||||||||
| Available for sale: | | | | | | | | | | | | | | | |
| U.S. Treasury securities | | $4,495 | | $— | | $— | | $— | | $4,495 | |||||
| U.S. GSE residential mortgage-backed securities | | | 18,055 | | | 193 | | | (105) | | | — | | | 18,143 |
| U.S. GSE residential collateralized mortgage obligations | | | 11,691 | | | 69 | | | (3) | | | — | | | 11,757 |
| U.S. GSE commercial mortgage-backed securities | | | 2,583 | | | — | | | (51) | | | — | | | 2,532 |
| Collateralized loan obligations | | | 32,758 | | | 30 | | | (124) | | | — | | | 32,664 |
| Corporate bonds | | 30,250 | | 294 | | (583) | | — | | 29,961 | |||||
| Total available for sale securities | | $99,832 | | $586 | | $(866) | | $— | | $99,552 | |||||
| | | | | | | | | | | | | | | | |
| | | | | | Gross | | Gross | | | | | Allowance | |||
| | | Amortized | | Unrecognized | | Unrecognized | | | | | for Credit | ||||
| | | Cost | | Gains | | Losses | | Fair Value | | Losses | |||||
| Held to maturity: | | | | | | | | | | | | | | | |
| U.S. GSE residential mortgage-backed securities | | $1,017 | | $— | | $(41) | | $976 | | $— | |||||
The amortized cost and fair value of investment securities at September 30, 2026, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single date are shown separately.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · September 30, 2026 | ||||||
| · · Amortized · · Fair | ||||||
| (in thousands) · · Cost · · Value | ||||||
| Securities available for sale: | | | | | | |
| Due in one year or less | | $1,000 | | $1,000 | ||
| Due after one year through five years | | | 5,912 | | | 5,796 |
| Five to ten years | | | 40,263 | | | 39,841 |
| Beyond ten years | | 45,617 | | 45,499 | ||
| U.S. GSE residential mortgage-backed securities | | 35,358 | | 33,459 | ||
| U.S. GSE residential collateralized mortgage obligations | | 10,496 | | 10,291 | ||
| U.S. GSE commercial mortgage-backed securities | | 2,578 | | 2,329 | ||
| Total securities available for sale | | | 141,224 | | | 138,215 |
| Securities held to maturity: | | | | | ||
| U.S. GSE residential mortgage-backed securities | | 865 | | 805 | ||
| Total investment securities | | $142,089 | | $139,020 | ||
At September 30, 2026 and December 31, 2025, investment securities with a carrying amount of $47.8 million and $34.0 million, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.
There wereno sales of securities during the three and nine months ended September 30, 2026 and 2025.
There wereno holdings of securities of any one issuer in an amount greater than 10% of stockholders' equity other than securities issued by the U.S. government and its agencies at September 30, 2026 and December 31, 2025.
The following tables summarize securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded at September 30, 2026 and December 31, 2025, aggregated by major security type and length of time in a continuous unrealized loss position:
| | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2026 | ||||||||||||||||||||
| · · Less than Twelve Months · · Twelve Months or Longer · · Total | ||||||||||||||||||||
| · · · · · Gross · · · · · Gross · · · · · · · Gross | ||||||||||||||||||||
| · · · · · Unrealized · · · · · Unrealized · · Number of · · · · · Unrealized | ||||||||||||||||||||
| (in thousands, except number of securities) · · Fair Value · · Losses · · Fair Value · · Losses · · Securities · · Fair Value · · Losses | ||||||||||||||||||||
| Available-for-sale: | | | | | | | | | | | | | | | | | | | | |
| U.S. GSE residential mortgage-backed securities | | $24,781 | | $(1,723) | | $998 | | $(176) | | 21 | | $25,779 | | $(1,899) | ||||||
| U.S. GSE residential collateralized mortgage obligations | | | 10,274 | | | (202) | | | 17 | | | (3) | | 5 | | | 10,291 | | | (205) |
| U.S. GSE commercial mortgage-backed securities | | | 2,329 | | | (249) | | | — | | | — | | 1 | | | 2,329 | | | (249) |
| Collateralized loan obligations | | | 16,822 | | | (56) | | | 8,963 | | | (69) | | 5 | | | 25,785 | | | (125) |
| Corporate bonds | | | 23,575 | | | (518) | | | 10,609 | | | (223) | | 26 | | | 34,184 | | | (741) |
| Total available-for-sale | | $77,781 | | $(2,748) | | $20,587 | | $(471) | | 58 | | $98,368 | | $(3,219) | ||||||
| | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||||||||||||||||
| · · Less than Twelve Months · · Twelve Months or Longer · · Total | ||||||||||||||||||||
| · · · · · Gross · · · · · Gross · · · · · · · Gross | ||||||||||||||||||||
| · · · · · Unrealized · · · · · Unrealized · · Number of · · · · · Unrealized | ||||||||||||||||||||
| (in thousands, except number of securities) · · Fair Value · · Losses · · Fair Value · · Losses · · Securities · · Fair Value · · Losses | ||||||||||||||||||||
| Available-for-sale: | | | | | | | | | | | | | | | | | | | | |
| U.S. GSE residential mortgage-backed securities | | $4,562 | | $(10) | | $2,719 | | $(95) | | 7 | | $7,281 | | $(105) | ||||||
| U.S. GSE residential collateralized mortgage obligations | | | — | | | — | | | 19 | | | (3) | | 1 | | | 19 | | | (3) |
| U.S. GSE commercial mortgage-backed securities | | | 2,532 | | | (51) | | | — | | | — | | 1 | | | 2,532 | | | (51) |
| Collateralized loan obligations | | | 23,654 | | | (124) | | | — | | | — | | 5 | | | 23,654 | | | (124) |
| Corporate bonds | | | 1,987 | | | (14) | | | 10,931 | | | (569) | | 8 | | | 12,918 | | | (583) |
| Total available-for-sale | | $32,735 | | $(199) | | $13,669 | | $(667) | | 22 | | $46,404 | | $(866) | ||||||
Assessment of Available for Sale Debt Securities for Credit Risk
Management assesses the decline in fair value of investment securities periodically. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility of earnings of a specific issuer, or deterioration in credit quality of the issuer. Management evaluates both qualitative and quantitative factors to assess whether an impairment exists. The following is a discussion of the credit quality characteristics of portfolio segments carrying unrealized losses at September 30, 2026 and December 31, 2025.
Obligations of U.S. Government agencies and sponsored entities
The mortgage-backed securities and collateralized mortgage obligations held by the Company were issued by U.S. government-sponsored entities and agencies. The decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality. The Company does not have the intent to sell these mortgage-backed securities and collateralized mortgage obligations and it is likely that it will not be required to sell the securities before their anticipated recovery. These securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. The Company did not record expected credit loss on these securities at September 30, 2026 and December 31, 2025.
Corporate bonds
The Company’s corporate bond portfolio is comprised of subordinated debt issues of community and regional banks. Management considers the credit quality of each individual investment. Management reviewed the collectibility of these investments, taking into account such factors as the financial condition of the issuers, reported regulatory capital ratios, and credit ratings, when available, and other factors. All corporate bond debt securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. The Company considers the potential credit risk of the issuers to be immaterial and hasnot allocated an allowance for credit losses on its corporate bond portfolio as of September 30, 2026 and December 31, 2025.
Collateralized loan obligations (“CLO”)
The Company’s CLO portfolio is comprised of an actively managed portfolio of senior secured Class A Notes. Management considers the credit quality of each individual investment. Management reviewed the collectibility of these investments, taking into account such factors as the financial condition of the issuers and credit ratings, when available and other factors. All CLO securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. The Company considers the potential credit risk of the issuers to be immaterial and has not allocated an allowance for credit losses on its CLO portfolio as of September 30, 2026 and December 31, 2025.
- LOANS
The following table sets forth the classification of the Company’s loans by loan portfolio segment for the periods presented.
| · · · · · | |||
|---|---|---|---|
| (in thousands) | September 30, 2026 | | December 31, 2025 |
| Residential real estate | $806,490 | | $776,995 |
| Multifamily | 573,391 | | 541,083 |
| Commercial real estate | 531,824 | | 525,569 |
| Commercial and industrial | 161,850 | | 145,591 |
| Construction and land development | 10,661 | | 11,081 |
| Consumer | 434 | | 430 |
| Total loans | 2,084,650 | | 2,000,749 |
| Allowance for credit losses | (19,917) | | (18,694) |
| Total loans, net | $2,064,733 | | $1,982,055 |
At September 30, 2026 and December 31, 2025, the Company was servicing approximately $357.7 million and $375.6 million, respectively, of loans for others. The Company hadno SBA loans held for sale at September 30, 2026 and December 31, 2025, respectively. The Company had $3.6 million and $6.4 million of residential real estate loans held for sale at September 30, 2026 and December 31, 2025, respectively.
For the three months ended September 30, 2026 and 2025, the Company sold loans totaling approximately$20.0 million and$44.5 million, respectively, recognizing net gains of$0.6 million and$1.5 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company sold loans totaling approximately$97.1 million and$137.2 million, respectively, recognizing net gains of$3.4 million and$6.1 million, respectively.
The following tables summarize the activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2026 and 2025:
| · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, 2026 | |||||||||||||||
| · · · · · · · · · · · Commercial · · Construction · · · · · · | |||||||||||||||
| · · Residential · · · · · Commercial · · and · · and Land · · · · · · | |||||||||||||||
| | | Real Estate | | Multifamily | | Real Estate | | Industrial | | Development | | Consumer | | | |
| · · Loans · · Loans · · Loans · · Loans · · Loans · · Loans · · Total | |||||||||||||||
| (in thousands) · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||
| Allowance for credit losses: · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||
| Beginning balance | | $4,779 | | $3,729 | | $4,936 | | $5,490 | | $183 | | $22 | | $19,139 | |
| Charge-offs | | — | | — | | — | | (335) | | — | | | — | | (335) |
| Recoveries | | — | | — | | — | | 13 | | — | | — | | 13 | |
| Provision for credit losses | | 241 | | 94 | | 57 | | 704 | | 5 | | (1) | | 1,100 | |
| Ending balance | | $5,020 | | $3,823 | | $4,993 | | $5,872 | | $188 | | $21 | | $19,917 | |
| · · · · · · · · · · · · · · · · · · · · · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, 2025 | ||||||||||||||
| · · · · · · · · · · · Commercial · · Construction · · · · · · | ||||||||||||||
| · · Residential · · · · · Commercial · · and · · and Land · · · · · · | ||||||||||||||
| · · Real Estate · · Multifamily · · Real Estate · · Industrial · · Development · · Consumer · · · | ||||||||||||||
| | | Loans | | Loans | | Loans | | Loans | | Loans | | Loans | | Total |
| (in thousands) · · · · · · · · · · · · · · · · · · · · · | ||||||||||||||
| Allowance for credit losses: · · · · · · · · · · · · · · · · · · · · · | ||||||||||||||
| Beginning balance | | $6,692 | | $3,918 | | $5,402 | | $5,386 | | $151 | | $22 | | $21,571 |
| Charge-offs | | — | | — | | (426) | | (168) | | — | | — | | (594) |
| Recoveries | | — | | — | | — | | 2 | | — | | — | | 2 |
| Provision for credit losses (1) | | (1,083) | | (32) | | 414 | | 2,129 | | (52) | | (1) | | 1,375 |
| Ending balance | | $5,609 | | $3,886 | | $5,390 | | $7,349 | | $99 | | $21 | | $22,354 |
| (1) | Additional provision related to off-balance sheet exposure was a credit of $50 thousand for the three months ended September 30, 2025. |
| · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, 2026 | |||||||||||||||
| · · · · · · · · · · · Commercial · · Construction · · · · · · | |||||||||||||||
| · · Residential · · · · · Commercial · · and · · and Land · · · · · · | |||||||||||||||
| | | Real Estate | | Multifamily | | Real Estate | | Industrial | | Development | | Consumer | | | |
| · · Loans · · Loans · · Loans · · Loans · · Loans · · Loans · · Total | |||||||||||||||
| (in thousands) · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||
| Allowance for credit losses: · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||
| Beginning balance | | $5,035 | | $3,387 | | $5,123 | | $4,912 | | $215 | | $22 | | $18,694 | |
| Charge-offs | | — | | (104) | | (22) | | (789) | | — | | | — | | (915) |
| Recoveries | | — | | 1 | | 3 | | 34 | | — | | — | | 38 | |
| Provision for credit losses (1) | | (15) | | 539 | | (111) | | 1,715 | | (27) | | (1) | | 2,100 | |
| Ending balance | | $5,020 | | $3,823 | | $4,993 | | $5,872 | | $188 | | $21 | | $19,917 | |
| (1) | Additional provision related to off-balance sheet exposure was a debit of $30 thousand for the nine months ended September 30, 2026. |
| · · · · · · · · · · · · · · · · · · · · · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, 2025 | ||||||||||||||
| · · · · · · · · · · · Commercial · · Construction · · · · · · | ||||||||||||||
| · · Residential · · · · · Commercial · · and · · and Land · · · · · · | ||||||||||||||
| · · Real Estate · · Multifamily · · Real Estate · · Industrial · · Development · · Consumer · · · | ||||||||||||||
| | | Loans | | Loans | | Loans | | Loans | | Loans | | Loans | | Total |
| (in thousands) · · · · · · · · · · · · · · · · · · · · · | ||||||||||||||
| Allowance for credit losses: · · · · · · · · · · · · · · · · · · · · · | ||||||||||||||
| Beginning balance | | $6,236 | | $5,284 | | $5,605 | | $5,447 | | $180 | | $27 | | $22,779 |
| Charge-offs | | — | | (33) | | (731) | | (3,835) | | — | | — | | (4,599) |
| Recoveries | | — | | — | | — | | 29 | | — | | — | | 29 |
| Provision for credit losses (1) | | (627) | | (1,365) | | 516 | | 5,708 | | (81) | | (6) | | 4,145 |
| Ending balance | | $5,609 | | $3,886 | | $5,390 | | $7,349 | | $99 | | $21 | | $22,354 |
| (1) | Additional provision related to off-balance sheet exposure was a debit of $137 thousand for the nine months ended September 30, 2025. |
Allowance for Credit Losses on Unfunded Commitments
The Company has recorded an ACL for unfunded credit commitments, which is recorded in other liabilities. The provision for credit losses on unfunded commitments is recorded within the provision for credit losses on the Company’s income statement. The following table presents the allowance for credit losses for unfunded commitments for the three and nine months ended September 30, 2026 and 2025:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||
| (in thousands) | | 2026 | | 2025 | | 2026 | | 2025 |
| Balance at beginning of period | | $656 | | $501 | | $626 | | $314 |
| Provision for credit losses | | — | | (50) | | 30 | | 137 |
| Balance at end of period | | $656 | | $451 | | $656 | | $451 |
The table below presents the provision for credit losses on loans and unfunded commitments for the three and nine months ended September 30, 2026 and 2025:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||
| (in thousands) | | 2026 | | 2025 | | 2026 | | 2025 |
| Provision for credit losses - loans | | $1,100 | | $1,375 | | $2,100 | | $4,145 |
| Provision for credit losses - unfunded commitments | | — | | (50) | | 30 | | 137 |
| Provision for credit losses | | $1,100 | | $1,325 | | $2,130 | | $4,282 |
The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 89 days still accruing as of September 30, 2026 and December 31, 2025:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2026 | |||||||||
| · · Nonaccrual · · · · · Loans Past | |||||||||
| · · With No · · · · · Due Over | |||||||||
| · · Allowance · · · · · 89 Days | |||||||||
| (in thousands) · · for Credit Loss · · Nonaccrual · · Still Accruing | |||||||||
| Residential real estate | | $2,548 | | $2,548 | | $— | |||
| Multifamily | | — | | 456 | | — | |||
| Commercial real estate | | | 15,638 | | | 16,357 | | | — |
| Commercial and industrial | | | 1,731 | | | 9,747 | | | — |
| Construction and land development | | | — | | | — | | | — |
| Consumer | | | — | | | — | | | — |
| Total | | $19,917 | | $29,108 | | $— | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||
| · · Nonaccrual · · · · · Loans Past | |||||||||
| · · With No · · · · · Due Over | |||||||||
| · · Allowance · · · · · 89 Days | |||||||||
| (in thousands) · · for Credit Loss · · Nonaccrual · · Still Accruing | |||||||||
| Residential real estate | | $4,524 | | $4,524 | | $— | |||
| Multifamily | | — | | 449 | | — | |||
| Commercial real estate | | | 6,053 | | | 7,261 | | | — |
| Commercial and industrial | | | 1,527 | | | 9,370 | | | — |
| Construction and land development | | | — | | | — | | | — |
| Consumer | | | — | | | — | | | — |
| Total | | $12,104 | | $21,604 | | $— | |||
Individually Analyzed Loans
The Company analyzes loans on an individual basis when management has determined that the loan no longer exhibits risk characteristics consistent with the risk characteristics existing in its designed pool of loans, under the Company’s CECL methodology. Loans individually analyzed include certain nonaccrual loans.
As of September 30, 2026 and December 31, 2025, the amortized cost basis of individually analyzed loans amounted to $29.1 million and $17.2 million, respectively, of which $28.7 million and $16.4 million were considered collateral dependent. For collateral dependent loans where foreclosure is probable or the borrower is experiencing financial difficulty and repayment is likely to be substantially provided through the sale or operation of the collateral, the ACL is measured based on the difference between the fair value of the collateral adjusted for sales costs and the amortized cost basis of the loan, at measurement date. Certain assets held as collateral may be exposed to future deterioration in fair value, particularly due to changes in real estate markets or usage.
The following tables present the amortized cost basis and related allowance for credit loss of individually analyzed loans considered to be collateral dependent as of September 30, 2026 and December 31, 2025.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · September 30, 2026 | ||||||
| (in thousands) · · Amortized Cost Basis · · Related Allowance | ||||||
| | | | | | | |
| Residential real estate (1) | | $2,548 | | $— | ||
| Multifamily (2) | | | 456 | | | 28 |
| Commercial real estate (2) | | | 16,084 | | | 19 |
| Commercial and industrial (1) (2) (3) | | | 9,571 | | | 2,367 |
| Total | $28,659 | $2,414 | ||||
| (1) | Secured by residential real estate |
| (2) | Secured by commercial real estate |
| (3) | Secured by business assets |
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||
| (in thousands) · · Amortized Cost Basis · · Related Allowance | ||||||
| | | | | | | |
| Residential real estate (1) | | $4,320 | | $— | ||
| Multifamily (2) | | | 442 | | | 64 |
| Commercial real estate (2) | | | 3,420 | | | 135 |
| Commercial and industrial (1) (2) (3) | | | 8,239 | | | 1,371 |
| Total | $16,421 | $1,570 | ||||
| (1) | Secured by residential real estate |
| (2) | Secured by commercial real estate |
| (3) | Secured by business assets |
The following tables present the aging of the amortized cost basis in past due loans as of September 30, 2026 and December 31, 2025 by class of loans:
| · · · · · · · · · · · · · · · · · · | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | | 30 - 59 | | 60 - 89 | | Greater than | | | | | | | | | |||
| | | Days | | Days | | 89 Days | | Total | | Loans Not | | | |||||
| September 30, 2026 | | Past Due | | Past Due | | Past Due | | Past Due | | Past Due | | Total | |||||
| Residential real estate | | $9,753 | | $2,514 | | $1,478 | | $13,745 | | $792,745 | | $806,490 | |||||
| Multifamily | | — | | — | | 456 | | 456 | | 572,935 | | 573,391 | |||||
| Commercial real estate | | 7,017 | | 1,189 | | 9,827 | | 18,033 | | 513,791 | | 531,824 | |||||
| Commercial and industrial | | 2,228 | | 2,223 | | 9,747 | | 14,198 | | 147,652 | | 161,850 | |||||
| Construction and land development | | — | | — | | — | | — | | 10,661 | | 10,661 | |||||
| Consumer | | — | | — | | — | | — | | 434 | | 434 | |||||
| Total | | $18,998 | | $5,926 | | $21,508 | | $46,432 | | $2,038,218 | | $2,084,650 | |||||
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | | 30 - 59 | | 60 - 89 | | Greater than | | | | | | | | | ||||
| | | Days | | Days | | 89 Days | | Total | | Loans Not | | | ||||||
| December 31, 2025 | | Past Due | Past Due | | Past Due | | Past Due | | Past Due | | Total | |||||||
| Residential real estate | | $9,400 | | $2,917 | | $2,963 | | $15,280 | | $761,715 | | $776,995 | ||||||
| Multifamily | | 1,413 | | 856 | | 449 | | 2,718 | | 538,365 | | 541,083 | ||||||
| Commercial real estate | | 2,602 | | 5,151 | | 6,114 | | 13,867 | | 511,702 | | 525,569 | ||||||
| Commercial and industrial | | 8,328 | | 688 | | 2,691 | | 11,707 | | 133,884 | | 145,591 | ||||||
| Construction and land development | | — | | — | | — | | — | | 11,081 | | 11,081 | ||||||
| Consumer | | | — | | | — | | | — | | | — | | | 430 | | | 430 |
| Total | | $21,743 | | $9,612 | | $12,217 | | $43,572 | | $1,957,177 | | $2,000,749 | ||||||
The Company may occasionally make modifications to loans where the borrower is considered to be in financial distress. Types of modifications include principal reductions, significant payment delays, term extensions, interest rate reductions or a combination thereof. The amount of principal reduction is charged-off against the allowance for credit losses.
The following tables present the amortized cost basis of loans that were both experiencing financial difficulty and modified during the three and nine month periods ended September 30, 2026 and 2025, by class and type of modification. There wereno such loan modifications during the three months ended September 30, 2026. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, 2026 · | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | % of | |
| | | | | | | | | | | | | | | | | | Total | |
| · · · · · · · · · · · Interest · · · · · Class of · | ||||||||||||||||||
| · · Principal · · Payment · · Term · · Rate · · · · · Financing · | ||||||||||||||||||
| (in thousands) · · Reduction · · Delay · · Extension · · Reduction · · Combination · · Receivable · | ||||||||||||||||||
| Multifamily | | $— | | $6,756 | | $— | | $— | | $— | | 1.18% | ||||||
| Commercial and industrial | | | — | | | 1,215 | | | — | | | — | | | — | | 0.75 | |
| Total | | $— | | $7,971 | | $— | | $— | | $— | | 0.38% | ||||||
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, 2025 · | ||||||||||||
| · · · · · · · · · · · · · · · · · % of · | ||||||||||||
| · · · · · · · · · · · · · · · · · Total · | ||||||||||||
| · · · · · · · · · · · Interest · · · · · Class of · | ||||||||||||
| · · Principal · · Payment · · Term · · Rate · · · · · Financing · | ||||||||||||
| (in thousands) · · Reduction · · Delay · · Extension · · Reduction · · Combination · · Receivable · | ||||||||||||
| Commercial real estate | | $— | | $1,142 | | $— | | $— | | $— | | 0.21% |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, 2025 · | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | % of | |
| | | | | | | | | | | | | | | | | | Total | |
| · · · · · · · · · · · Interest · · · · · Class of · | ||||||||||||||||||
| · · Principal · · Payment · · Term · · Rate · · · · · Financing · | ||||||||||||||||||
| (in thousands) · · Reduction · · Delay · · Extension · · Reduction · · Combination · · Receivable · | ||||||||||||||||||
| Commercial real estate | | $— | | $1,142 | | $— | | $— | | $— | | 0.21% | ||||||
| Commercial and industrial | | | — | | | — | | | 241 | | | — | | | — | | 0.15 | |
| Total | | $— | | $1,142 | | $241 | | $— | | $— | | 0.07% | ||||||
The Company hadno commitments to lend additional funds to borrowers for which modifications described above were made during the three and nine month periods ended September 30, 2026 and 2025.
The Company monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. No such loans that have been modified in the last twelve-month periods preceding September 30, 2026 and September 30, 2025 were past due.
The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the periods presented:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, 2026 | ||||||||
| | | | | | | | | Weighted |
| | | | | | | | | Average |
| | | | | | | | | Term |
| · · Principal · · Payment · · Extension | ||||||||
| (in thousands) · · Reduction · · Delay · · (in months) | ||||||||
| Multifamily | | $— | | $14 | | — | ||
| Commercial and industrial | | | — | | | 82 | | — |
| Total | | $— | | $96 | | — | ||
| · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, 2025 | ||||||
| · · · · · · · · Weighted | ||||||
| · · · · · · · · Average | ||||||
| · · · · · · · · Term | ||||||
| | | Principal | | Payment | | Extension |
| (in thousands) | | Reduction | | Delay | | (in months) |
| Commercial real estate | | $— | | $46 | | — |
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, 2025 | ||||||||
| | | | | | | | | Weighted |
| | | | | | | | | Average |
| | | | | | | | | Term |
| · · Principal · · Payment · · Extension | ||||||||
| (in thousands) · · Reduction · · Delay · · (in months) | ||||||||
| Commercial real estate | | $— | | $46 | | — | ||
| Commercial and industrial | | | — | | | — | | 36 |
Upon the Company’s determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. During the three and nine month periods ended September 30, 2026 and 2025, no loans that were modified to borrowers experiencing financial difficulty had a payment default within twelve months of modification.
Credit Quality Indicators:
The Company has adopted a credit risk rating system as part of the risk assessment of its loan portfolio. The Company’s lending officers are required to assign a credit risk rating to each loan in their portfolio at origination. When the lender learns of important financial developments, the risk rating is reviewed and adjusted if necessary. In addition, the Company engages a third-party independent loan reviewer that performs semi-annual reviews of a sample of loans, validating the credit risk ratings assigned to such loans. The credit risk ratings play an important role in the establishment of the loan loss provision and to confirm the adequacy of the allowance for credit losses.
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 commercial loans individually by classifying the loans as to credit risk. The Company uses the following definitions for risk ratings:
Special Mention: The loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the asset or in the Company’s credit position at some future date.
Substandard: The loan is inadequately protected by current sound worth and paying capacity of the obligor or collateral pledged, if any. Loans classified as Substandard must have a well-defined weakness or weaknesses that jeopardize 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: The loan has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing factors, conditions, and values, highly questionable and improbable.
Loans not having a credit risk rating of Special Mention, Substandard or Doubtful are considered pass loans.
The following table summarizes the Company’s loans by year of origination and internally assigned credit risk at September 30, 2026 and gross charge-offs for the nine months ended September 30, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · Term Loans Amortized Cost by Origination Year · · Revolving · · Loans to · · · | |||||||||||||||||||||||||||
| (in thousands) · · 2026 · 2025 · · 2024 · · 2023 · · 2022 · · Prior · · Loans · · Term Loans · · Total | |||||||||||||||||||||||||||
| Residential real estate (1) · · · · · · · · · · · · · · · · · · · | |||||||||||||||||||||||||||
| Pass | | $142,677 | | | 134,950 | | | 65,624 | | | 128,908 | | | 158,155 | | | 144,478 | | $— | | $27,965 | | $802,757 | ||||
| Special Mention | | | — | | | — | | | 639 | | | 508 | | | — | | | — | | | — | | | — | | | 1,147 |
| Substandard | | | — | | | — | | | 345 | | | — | | | — | | | 1,779 | | | — | | | 423 | | | 2,547 |
| Total Residential real estate | | | 142,677 | | | 134,950 | | | 66,608 | | | 129,416 | | | 158,155 | | | 146,257 | | | — | | | 28,388 | | | 806,451 |
| Current period gross charge-offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Multifamily | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 48,024 | | | 25,166 | | | 2,722 | | | 3,304 | | | 269,995 | | | 216,968 | | | — | | | — | | | 566,179 |
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 7,212 | | | — | | | — | | | 7,212 |
| Total Multifamily | | | 48,024 | | | 25,166 | | | 2,722 | | | 3,304 | | | 269,995 | | | 224,180 | | | — | | | — | | | 573,391 |
| Current period gross charge-offs | | | — | | | — | | | — | | | — | | | — | | | 104 | | | — | | | — | | | 104 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial real estate | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 58,509 | | | 64,571 | | | 54,249 | | | 54,235 | | | 146,155 | | | 126,562 | | | — | | | — | | | 504,281 |
| Special Mention | | | — | | | 337 | | | 987 | | | 852 | | | 1,641 | | | 5,949 | | | — | | | — | | | 9,766 |
| Substandard | | | — | | | — | | | 9,633 | | | 1,043 | | | 446 | | | 6,655 | | | — | | | — | | | 17,777 |
| Total Commercial real estate | | | 58,509 | | | 64,908 | | | 64,869 | | | 56,130 | | | 148,242 | | | 139,166 | | | — | | | — | | | 531,824 |
| Current period gross charge-offs | | | — | | | — | | | — | | | 22 | | | — | | | — | | | — | | | — | | | 22 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 30,671 | | | 30,631 | | | 29,036 | | | 39,666 | | | 6,984 | | | 4,808 | | | — | | | — | | | 141,796 |
| Special Mention | | | — | | | 37 | | | 1,900 | | | 6,136 | | | — | | | 2,127 | | | — | | | — | | | 10,200 |
| Substandard | | | — | | | — | | | 917 | | | 7,534 | | | 336 | | | 1,067 | | | — | | | — | | | 9,854 |
| Total Commercial and industrial | | | 30,671 | | | 30,668 | | | 31,853 | | | 53,336 | | | 7,320 | | | 8,002 | | | — | | | — | | | 161,850 |
| Current period gross charge-offs | | | — | | | 22 | | | 652 | | | 115 | | | — | | | — | | | — | | | — | | | 789 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction and land development | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 366 | | | 9,190 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,556 |
| Special Mention | | | — | | | 1,105 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,105 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total Construction and land development | | | 366 | | | 10,295 | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,661 |
| Current period gross charge-offs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 46 | | | 36 | | | 113 | | | 189 | | | 50 | | | — | | | — | | | — | | | 434 |
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total Consumer | | | 46 | | | 36 | | | 113 | | | 189 | | | 50 | | | — | | | — | | | — | | | 434 |
| Current period gross charge-offs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Loans | | $280,293 | | $266,023 | | $166,165 | | $242,375 | | $583,762 | | $517,605 | | $— | | $28,388 | | $2,084,611 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Gross charge-offs | | $— | | $22 | | $652 | | $137 | | $— | | $104 | | $— | | $— | | $915 | |||||||||
| (1) | Certain fixed rate residential mortgage loans are included in a fair value hedging relationship. The amortized cost excludes a contra asset of $39,000 related to basis adjustments for loans in the closed portfolio under the portfolio layer method at September 30, 2026. These basis adjustments would be allocated to the amortized cost of specific loans within the pool if the hedge was de-designated. See “Note 10 – Derivatives” for more information on the fair value hedge. |
The following table summarizes the Company’s loans by year of origination and internally assigned credit risk at December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · Term Loans Amortized Cost by Origination Year · · Revolving · · Loans to · · · | |||||||||||||||||||||||||||
| (in thousands) · · 2025 · 2024 · · 2023 · · 2022 · · 2021 · · Prior · · Loans · · Term Loans · · Total | |||||||||||||||||||||||||||
| Residential real estate (1) · · · · · · · · · · · · · · · · · · · | |||||||||||||||||||||||||||
| Pass | | $141,755 | | $77,692 | | $161,707 | | $176,313 | | $50,906 | | $133,911 | | $— | | $25,459 | | $767,743 | |||||||||
| Special Mention | | | — | | | — | | | — | | | 1,184 | | | 1,185 | | | 1,449 | | | — | | | — | | | 3,818 |
| Substandard | | | 1,136 | | | 376 | | | — | | | — | | | — | | | 3,383 | | | — | | | — | | | 4,895 |
| Total Residential real estate | | | 142,891 | | | 78,068 | | | 161,707 | | | 177,497 | | | 52,091 | | | 138,743 | | | — | | | 25,459 | | | 776,456 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Multifamily | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 25,386 | | | 2,734 | | | 3,343 | | | 274,404 | | | 154,614 | | | 80,153 | | | — | | | — | | | 540,634 |
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 449 | | | — | | | — | | | 449 |
| Total Multifamily | | | 25,386 | | | 2,734 | | | 3,343 | | | 274,404 | | | 154,614 | | | 80,602 | | | — | | | — | | | 541,083 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial real estate | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 65,373 | | | 62,277 | | | 59,357 | | | 156,010 | | | 56,447 | | | 100,094 | | | — | | | — | | | 499,558 |
| Special Mention | | | 1,182 | | | 4,967 | | | — | | | 2,054 | | | 7,473 | | | 2,385 | | | — | | | — | | | 18,061 |
| Substandard | | | — | | | 5,563 | | | 1,699 | | | — | | | — | | | 688 | | | — | | | — | | | 7,950 |
| Total Commercial real estate | | | 66,555 | | | 72,807 | | | 61,056 | | | 158,064 | | | 63,920 | | | 103,167 | | | — | | | — | | | 525,569 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 39,132 | | | 27,187 | | | 46,472 | | | 7,210 | | | 5,015 | | | 3,368 | | | — | | | — | | | 128,384 |
| Special Mention | | | — | | | 1,428 | | | 5,083 | | | — | | | 939 | | | 317 | | | — | | | — | | | 7,767 |
| Substandard | | | — | | | 114 | | | 7,772 | | | 477 | | | 237 | | | 840 | | | — | | | — | | | 9,440 |
| Total Commercial and industrial | | | 39,132 | | | 28,729 | | | 59,327 | | | 7,687 | | | 6,191 | | | 4,525 | | | — | | | — | | | 145,591 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction and land development | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 5,855 | | | 1,463 | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,318 |
| Special Mention | | | — | | | — | | | — | | | — | | | 3,763 | | | — | | | — | | | — | | | 3,763 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total Construction and land development | | | 5,855 | | | 1,463 | | | — | | | — | | | 3,763 | | | — | | | — | | | — | | | 11,081 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer | | | | | | | | | | | | | | | | | | | | ||||||||
| Pass | | | 39 | | | 124 | | | 209 | | | 58 | | | — | | | — | | | — | | | — | | | 430 |
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total Consumer | | | 39 | | | 124 | | | 209 | | | 58 | | | — | | | — | | | — | | | — | | | 430 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Loans | | $279,858 | | $183,925 | | $285,642 | | $617,710 | | $280,579 | | $327,037 | | $— | | $25,459 | | $2,000,210 | |||||||||
| (1) | Certain fixed rate residential mortgage loans are included in a fair value hedging relationship. The amortized cost excludes a contra asset of $539,000 related to basis adjustments for loans in the closed portfolio under the portfolio layer method at December 31, 2025. These basis adjustments would be allocated to the amortized cost of specific loans within the pool if the hedge was de-designated. See “Note 10 – Derivatives” for more information on the fair value hedge. |
- EQUITY COMPENSATION PLANS
On May 28, 2026, the Company's stockholders approved the Hanover Bancorp, Inc. 2026 Equity Incentive Plan (the "2026 Plan"). Upon stockholder approval of the 2026 Plan, the Company terminated its previous 2021 and 2018 Equity Compensation Plans (the "2018 Plan" and the “2021 Plan”). As a result, no further awards may be granted under the 2018 and 2021 Plans.
Shares available for future issuance under the 2018 and 2021 Plans immediately prior to their termination were rolled over and added to the authorized share reserve under the 2026 Plan. Specifically,110,713 shares that were previously authorized but unissued under the 2021 Plan and 5,026 shares that were previously authorized but unissued under the 2018 Plan, were rolled into the 2026 Plan. Under the terms of the 2026 Plan, the total number of shares authorized for issuance consists of these rolled-over shares plus an additional 155,000 newly authorized shares. There were 10,000 shares issued under the 2026 Plan during the quarter ended September 30, 2026. At September 30, 2026, a total of 260,739 shares of common stock are available for issuance under the 2026 Plan.
Outstanding awards previously granted under the 2018 and 2021 Plans continue to be governed by the terms of those Plans but are now counted against the aggregate share pool of the 2026 Plan. If any outstanding awards under the 2018 or the 2021 Plan are forfeited, expire, or are settled in cash without the delivery of shares, the equivalent number of shares will become available for future grant under the 2026 Plan.
Stock Options
Stock options are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant, and generally with vesting periods ofthree years and contractual terms often years. All stock options fully vest upon a change in control.
The fair value of stock options is estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected volatilities are based on historical volatilities of the common stock of the Company’s peers. The Company uses historical data to estimate option exercise and post-vesting termination behavior. Expected terms are based on historical data and represent the periods in which the options are expected to be outstanding. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
There were 16,000 stock options exercised, resulting in the net issuance (after netting the value of the exercise price and/or certain tax liabilities) of 12,711 shares of common stock, during the nine months ended September 30, 2026. There were 42,000 stock options exercised, resulting in the net issuance (after netting the value of the exercise price and/or certain tax liabilities) of 14,332 shares of common stock, during the nine months ended September 30, 2025.
A summary of stock option activity follows (aggregate intrinsic value in thousands):
| · · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · · · · · · · · Weighted | ||||||
| · · · · Weighted · · · · · Average | ||||||
| · · · · Average · · Aggregate · · Remaining | ||||||
| · · Number of · · Exercise · · Intrinsic · · Contractual | ||||||
| · · Options · · Price · · Value · · Term | ||||||
| Outstanding, January 1, 2026 | 16,000 | | $13.00 | | $164 | 0.67 years |
| Granted | — | | — | | | |
| Exercised | (16,000) | | 13.00 | | | |
| Forfeited | — | | — | | | |
| Outstanding, September 30, 2026 | — | | $— | | $— | 0.00 years |
The following table presents information related to the stock option plan for the periods presented:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Nine Months Ended September 30, | ||||
| (in thousands) | | 2026 | | 2025 |
| Intrinsic value of options exercised | | $167 | | $847 |
| Cash received from option exercises | | 130 | | — |
| Tax benefit from option exercises | | 50 | | 296 |
There wasno compensation expense attributable to stock options for the three and nine months ended September 30, 2026 and 2025.
Restricted Stock Awards
During the nine months ended September 30, 2026, restricted stock awards of 63,596 shares were granted with vesting periods ranging from three tofive years. During the nine months ended September 30, 2025, restricted stock awards of 57,250 shares were granted with afive-year vesting period. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at issue date.
A summary of restricted stock awards activity follows:
| · · · · · | ||||
|---|---|---|---|---|
| | | | | Weighted-Average |
| | | Number of | | Grant Date Fair |
| · Shares · Value | ||||
| Unvested, January 1, 2026 | | 200,404 | | $20.76 |
| Granted | 63,596 | | 23.79 | |
| Vested | (62,894) | | 20.31 | |
| Forfeited | (17,917) | | 21.11 | |
| Unvested, September 30, 2026 | 183,189 | | $21.93 | |
Compensation expense attributable to restricted stock awards was $377 thousand and $283 thousand for the three months ended September 30, 2026 and 2025, respectively. Compensation expense attributable to restricted stock awards was $1.1 million and $1.0 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and December 31, 2025, there was $3.0 million and $2.9 million of total unrecognized compensation cost related to unvested restricted stock, expected to be recognized over a weighted-average term of 2.79 years and 3.01 years, respectively. The total fair value of shares vested during the nine months ended September 30, 2026 and 2025 was $1.4 million and $1.8 million, respectively.
Restricted Stock Units
Long Term Incentive Plan
Restricted stock units (“RSU”s) represent an obligation to deliver shares to a grantee at a future date if certain vesting conditions are met. RSUs are subject to a time-based vesting schedule and the satisfaction of performance conditions and are settled in shares of the Company's common stock. RSUs do not provide voting rights and RSUs may accrue dividends from the date of grant.
The following table summarizes the unvested performance-based RSU activity for the nine months ended September 30, 2026:
| · · · · · | ||||
|---|---|---|---|---|
| | | | | Weighted-Average |
| | | Number of | | Grant Date Fair |
| · Shares · Value | ||||
| Unvested, January 1, 2026 | | 22,345 | | $26.30 |
| Granted | 20,022 | | 23.55 | |
| Vested | — | | — | |
| Forfeited | (5,228) | | 26.30 | |
| Unvested, September 30, 2026 | 37,139 | | $24.82 | |
During the nine months ended September 30, 2026, the Company granted 20,022 RSUs. These performance-based RSUs cliff vest after three years and are subject to the achievement of the Company's pre-defined performance goals for thethree-year period ending December 31, 2028. Performance-based RSUs granted in 2025 cliff vest after three years and are subject to the achievement of the Company's pre-defined performance goals for thethree-year period ending December 31, 2027.
Compensation expense attributable to RSUs was $74 thousand and $40 thousand, respectively, for the three months ended September 30, 2026 and 2025. Compensation expense attributable to RSUs was $165 thousand and $252 thousand, respectively, for the nine months ended September 30, 2026 and 2025. As of September 30, 2026 and December 31, 2025, there was $583 thousand and $414 thousand of total unrecognized compensation cost related to non-vested RSUs. The cost is expected to be recognized over a weighted-average period of 2.12 years and 2.21 years, respectively.
- REGULATORY MATTERS
The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Capital adequacy regulations and, additionally, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action. The effects of accumulated other comprehensive income or loss are not included in computing regulatory capital. Management believes as of September 30, 2026, the Bank meets all capital adequacy requirements to which it is subject.
In addition to the minimum capital requirements discussed above, the Bank is also required to maintain a capital buffer above the requirements set forth in the capital adequacy regulations. Failure to maintain the required buffer could impair the Bank’s ability to pay dividends to the Company and to pay certain compensation to its executives.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is classified as adequately capitalized or worse, regulatory approval is required to accept brokered deposits. If an institution is classified as undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At September 30, 2026 and December 31, 2025, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.
Under a policy of the Federal Reserve applicable to bank holding companies with less than $3.0 billion in consolidated assets, the Company is not subject to consolidated regulatory capital requirements.
The following table sets forth the Bank’s actual and required capital amounts (in thousands) and ratios under current regulations:
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Minimum Capital · · Minimum to Be Well | |||||||||||||||||||||
| · · · · · · Adequacy Requirement · · Capitalized Under | |||||||||||||||||||||
| · · · · Minimum Capital · · with Capital · · Prompt Corrective | |||||||||||||||||||||
| · · Actual Capital · · Adequacy Requirement · · Conservation Buffer · · Action Provisions | |||||||||||||||||||||
| · · Amount · · Ratio · · Amount · · Ratio · · Amount · · Ratio · · Amount · · Ratio | |||||||||||||||||||||
| September 30, 2026 | | | | | | | | | | | | | | | | | | | | | |
| Total capital to risk-weighted assets | | $236,294 | 14.07% | $134,348 | 8.00% | $176,331 | 10.50% | $167,934 | 10.00% | ||||||||||||
| Tier 1 capital to risk-weighted assets | | 215,721 | 12.85% | 100,761 | 6.00% | 142,744 | 8.50% | 134,348 | 8.00% | ||||||||||||
| Common equity tier 1 capital to risk-weighted assets | | 215,721 | 12.85% | 75,571 | 4.50% | 117,554 | 7.00% | 109,157 | 6.50% | ||||||||||||
| Tier 1 capital to average total assets | | 215,721 | 9.43% | 91,525 | 4.00% | N/A | N/A | | 114,406 | 5.00% | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | |
| Total capital to risk-weighted assets | | $222,739 | | 14.06% | $126,770 | | 8.00% | $166,385 | | 10.50% | $158,462 | 10.00% | |||||||||
| Tier 1 capital to risk-weighted assets | | 204,431 | | 12.90% | | 95,077 | | 6.00% | | 134,693 | | 8.50% | | 126,770 | 8.00% | ||||||
| Common equity tier 1 capital to risk-weighted assets | | 204,431 | | 12.90% | | 71,308 | | 4.50% | | 110,923 | | 7.00% | | 103,000 | 6.50% | ||||||
| Tier 1 capital to average total assets | | 204,431 | | 9.05% | | 90,398 | | 4.00% | | N/A | | N/A | | | 112,997 | 5.00% | |||||
Dividend restrictions - The Company’s principal source of funds for dividend and debt service payments is dividends received from the Bank. During the nine months ended September 30, 2026 the Bank paid $7.3 million in cash dividends to the Company. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. As of September 30, 2026, the Bank had $34.3 million of retained net income available for dividends to the Company, without obtaining regulatory approval, provided that the Bank satisfies the regulatory capital requirements, including the capital conservation buffer, disclosed above. The Company made capital contributions of $6.0 million to the Bank during the nine months ended September 30, 2026.
- FAIR VALUE
Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using appropriate valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. Accordingly, categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As such, the fair value estimates may not be realized in an immediate transfer of the respective asset or liability.
There are three levels of inputs that may be used to measure fair values:
| ● | Level 1: Valuation is based upon 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: Fair value is calculated using significant inputs other than quoted market prices that are directly or indirectly observable for the asset or liability. The valuation may rely on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, rate volatility, prepayment speeds, credit ratings) or inputs that are derived principally or corroborated by market data, by correlation, or other means. |
| ● | Level 3: Inputs for determining the fair value of the respective assets or liabilities are not observable. Level 3 valuations are reliant upon pricing models and techniques that require significant management judgment or estimation. |
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 no 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 factors. 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 on- and off-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. 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.
Assets Measured at Fair Value on a Recurring Basis
The following presents fair value measurements on a recurring basis at September 30, 2026 and December 31, 2025:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2026 | ||||||||||||
| · · · · Fair Value Measurements Using: | ||||||||||||
| · · · · Quoted Prices In · · · · Significant | ||||||||||||
| · · · · Active Markets · · Significant Other · · Unobservable | ||||||||||||
| · · Carrying · · for Identical Assets · · Observable Inputs · · Inputs | ||||||||||||
| (in thousands) · · Amount · · (Level 1) · · (Level 2) · · (Level 3) | ||||||||||||
| Financial assets: | | | | | | | | | | | | |
| Available-for-sale securities: | | | | | | | | | | | | |
| U.S. GSE residential mortgage-backed securities | | $33,459 | | $— | | $33,459 | | $— | ||||
| U.S. GSE residential collateralized mortgage obligations | | | 10,291 | | | — | | | 10,291 | | | — |
| U.S. GSE commercial mortgage-backed securities | | | 2,329 | | | — | | | 2,329 | | | — |
| Collateralized loan obligations | | | 44,496 | | | — | | | 44,496 | | | — |
| Corporate bonds | | 47,640 | | — | | 47,640 | | — | ||||
| Loan servicing rights | | | 5,784 | | | — | | | — | | | 5,784 |
| Derivatives | | | 76 | | | — | | | 76 | | | — |
| Total | | $144,075 | | $— | | $138,291 | | $5,784 | ||||
| | | | | | | | | | | | | |
| Financial liabilities: | | | | | | | | | ||||
| Derivatives | | $27 | | $— | | $27 | | $— | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||||||||
| · · · · Fair Value Measurements Using: | ||||||||||||
| · · · · Quoted Prices In · · · · | ||||||||||||
| · · · · Active Markets · · · · Significant | ||||||||||||
| · · · · for Identical · · Significant Other · · Unobservable | ||||||||||||
| · · Carrying · · Assets · · Observable Inputs · · Inputs | ||||||||||||
| (In thousands) · · Amount · · (Level 1) · · (Level 2) · · (Level 3) | ||||||||||||
| Financial assets: | | | | | | | | | | | | |
| Available-for-sale securities: | | | | | | | | | | | | |
| U.S. Treasury securities | | $4,495 | | $— | | $4,495 | | $— | ||||
| U.S. GSE residential mortgage-backed securities | | | 18,143 | | | — | | | 18,143 | | | — |
| U.S. GSE residential collateralized mortgage obligations | | | 11,757 | | | — | | | 11,757 | | | — |
| U.S. GSE commercial mortgage-backed securities | | | 2,532 | | | — | | | 2,532 | | | — |
| Collateralized loan obligations | | | 32,664 | | | — | | | 32,664 | | | — |
| Corporate bonds | | 29,961 | | — | | 29,961 | | — | ||||
| Loan servicing rights | | 6,320 | | — | | — | | 6,320 | ||||
| Total | | $105,872 | | $— | | $99,552 | | $6,320 | ||||
| | | | | | | | | | | | | |
| Financial liabilities: | | | | | | | | | | | | |
| Derivatives | | $1,053 | | $— | | $1,053 | | $— | ||||
The fair value for the securities available-for-sale were obtained from an independent broker based upon matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. The Company has determined these are classified as Level 2 inputs within the fair value hierarchy.
Derivatives represent interest rate swaps for which the estimated fair values are based on valuation models using observable market data as of the measurement date resulting in a Level 2 classification.
The fair value of collateral-dependent loans with specific allocations of the allowance for credit losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Non-real estate collateral may be valued using an appraisal, net book value per the borrowers financial statements, adjusted or discounted based on management’s knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Collateral-dependent loans are evaluated on a quarterly basis and adjusted in accordance with the allowance policy.
Other Real Estate Owned (“OREO”) (included in Other Assets): Assets acquired through or in lieu of loan foreclosures are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at the lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and income approach with data comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. OREO properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Appraisals for both collateral-dependent loans and OREO are performed by certified commercial appraisers for commercial properties or certified residential appraisers for residential properties whose qualifications and licenses have been reviewed and approved by the Bank. Once received, an independent third party reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics.
The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated future servicing income. The valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income. The fair value of loan servicing rights related to residential mortgage loans at September 30, 2026 was determined based on discounted expected future cash flows using discount rates ranging from 13.5% to 16.0%, prepayment speeds ranging from 17.4% to 18.6% and a weighted average life ranging from 1.0 to 3.6 years. Fair value at December 31, 2025 for loan servicing rights related to residential mortgage loans was determined based on discounted expected future cash flows using discount rates ranging from 12.4% to 14.9%, prepayment speeds ranging from 17.6% to 18.9% and a weighted average life ranging from 1.5 to 3.6 years.
The fair value of loan servicing rights for SBA loans at September 30, 2026 was determined based on discounted expected future cash flows using discount rates ranging from 3.1% to 49.0%, prepayment speeds ranging from 8.8% to 29.1% and a weighted average life ranging from 0.6 to 5.2 years. The fair value of loan servicing rights for SBA loans at December 31, 2025 was determined based on discounted expected future cash flows using discount rates ranging from 6.0% to 48.8%, prepayment speeds ranging from 7.9% to 31.9% and a weighted average life ranging from 0.4 to 5.4 years.
The Company has determined these are mostly unobservable inputs and considers them Level 3 inputs within the fair value hierarchy.
The following table presents the changes in mortgage servicing rights for the periods presented:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||
| (in thousands) | | 2026 | | 2025 | | 2026 | | 2025 |
| Balance at beginning of period | | $6,020 | | $6,449 | | $6,320 | | $6,016 |
| Additions | | 25 | | 178 | | 327 | | 1,129 |
| Adjustment to fair value | | (261) | | (196) | | (863) | | (714) |
| Balance at end of period | | $5,784 | | $6,431 | | $5,784 | | $6,431 |
Assets Measured at Fair Value on a Non-recurring Basis
Assets measured at fair value on a non-recurring basis are summarized below:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2026 | ||||||||||||
| · · · · Fair Value Measurements Using: | ||||||||||||
| · · · · Quoted Prices In · · · · Significant | ||||||||||||
| · · · · Active Markets · · Significant Other · · Unobservable | ||||||||||||
| · · Carrying · · for Identical Assets · · Observable Inputs · · Inputs | ||||||||||||
| (in thousands) · · Amount · · (Level 1) · · (Level 2) · · (Level 3) | ||||||||||||
| Collateral-dependent loans: | | | | | | | | | | | | |
| Multifamily | | $414 | | $— | | $— | | $414 | ||||
| Commercial real estate | | | 374 | | | — | | | — | | | 374 |
| Commercial and industrial | | | 5,800 | | | — | | | — | | | 5,800 |
| Other real estate owned, net: | | | | | | | | | | | | |
| Commercial real estate | | | 650 | | | — | | | — | | | 650 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||||||||
| · · · · · Fair Value Measurements Using: | ||||||||||||
| · · · · · Quoted Prices In · · · · · Significant | ||||||||||||
| · · · · · Active Markets · · Significant Other · · Unobservable | ||||||||||||
| · · Carrying · · for Identical Assets · · Observable Inputs · · Inputs | ||||||||||||
| (in thousands) · · Amount · · (Level 1) · · (Level 2) · · (Level 3) | ||||||||||||
| Collateral-dependent loans: | | | | | | | | | | | | |
| Multifamily | | $378 | | $— | | $— | | $378 | ||||
| Commercial real estate | | | 991 | | | — | | | — | | | 991 |
| Commercial and industrial | | | 6,084 | | | — | | | — | | | 6,084 |
| Other real estate owned, net: | | | | | | | | | | | | |
| Commercial real estate | | | 650 | | | — | | | — | | | 650 |
The Bank had one other real estate owned property at September 30, 2026 and December 31, 2025 with a $650 thousand carrying value (included in other assets).
The table below presents quantitative information about level 3 fair value measurements for assets measured at fair value on a non-recurring basis at September 30, 2026 and December 31, 2025:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | Range |
| September 30, 2026 · · Fair Value · · Valuation Technique · · Unobservable Inputs · · (Weighted Average) | |||||||||
| (Dollar in thousands) | | | | | | | | | |
| Collateral-dependent loans: | | | | | | | | | |
| Multifamily | | $414 | | Income approach | | Capitalization rate | | 6.96% - 7.30% | |
| | | | | | | | | | (7.00%) |
| | | | | | | | | | |
| Commercial real estate | | | 374 | | Income approach | | Capitalization rate | | 6.62% - 8.29% |
| | | | | | | | | | (7.00%) |
| | | | | | | | | | |
| Commercial and industrial | | | 5,800 | | Income approach | | Capitalization rate | | 5.00 - 9.50% |
| | | | | | | | | | (8.50%) |
| | | | | | | | | | |
| Other real estate owned: | | | | | | | | | |
| Commercial real estate | | | 650 | | Income approach | | Capitalization rate | | 5.50% - 12.00% |
| | | | | | | | | | (9.00%) |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | Range |
| December 31, 2025 · · Fair Value · · Valuation Technique · · Unobservable Input · · (Weighted Average) | |||||||||
| (Dollar in thousands) | | | | | | | | | |
| Collateral-dependent loans: | | | | | | | | | |
| Multifamily | | $378 | | Income approach | | Capitalization rate | | 4.00% - 9.40% | |
| | | | | | | | | | (8.50%) |
| | | | | | | | | | |
| Commercial real estate | | | 991 | | Sales comparison | | Comparable sales | | 5.00% - 20.00% |
| | | | | | approach | | adjustments | | (10.00%) |
| | | | | | | | | | |
| Commercial and industrial | | | 6,084 | | Income approach | | Capitalization rate | | 5.00% - 9.50% |
| | | | | | | | | | (8.50%) |
| | | | | | | | | | |
| Other real estate owned: | | | | | | | | | |
| Commercial real estate | | | 650 | | Income approach | | Capitalization rate | | 5.50% - 12.00% |
| | | | | | | | | | (9.00%) |
Financial Instruments Not Measured at Fair Value
The following presents the carrying amounts and estimated fair values of the Company’s financial instruments not carried at fair value at September 30, 2026 and December 31, 2025:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2026 | |||||||||||||||
| · · · · · Fair Value Measurements Using: · · | |||||||||||||||
| · · · · · Quoted Prices In · · · · · · · · · | |||||||||||||||
| · · · · · Active Markets · · · · · Significant · · · | |||||||||||||||
| · · · · · for Identical · · Significant Other · · Unobservable · · · | |||||||||||||||
| · · Carrying · · Assets · · Observable Inputs · · Inputs · · Total Fair | |||||||||||||||
| (In thousands) · · Amount · · (Level 1) · · (Level 2) · · (Level 3) · · Value | |||||||||||||||
| Financial assets: | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $142,579 | | $142,579 | | $— | | $— | | $142,579 | |||||
| Securities held-to-maturity | | 865 | | — | | 805 | | — | | 805 | |||||
| Loans, net | | 2,064,733 | | — | | — | | 2,040,276 | | 2,040,276 | |||||
| Accrued interest receivable | | 11,897 | | — | | 1,475 | | 10,422 | | 11,897 | |||||
| | | | | | | | | | | | | | | | |
| Financial liabilities: | | | | | | | | | | | |||||
| Time deposits | | 509,317 | | — | | 508,796 | | — | | 508,796 | |||||
| Demand and other deposits | | 1,601,591 | | 1,601,591 | | — | | — | | 1,601,591 | |||||
| Borrowings | | 59,840 | | — | | 58,639 | | — | | 58,639 | |||||
| Subordinated debentures | | 34,266 | | — | | 34,976 | | — | | 34,976 | |||||
| Accrued interest payable | | 1,123 | | 25 | | 1,098 | | — | | 1,123 | |||||
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||||||||
| · · · · · Fair Value Measurements Using: · · · | |||||||||||||||
| · · · · · Quoted Prices In · · · · · · · · · | |||||||||||||||
| · · · · · Active Markets · · · · · Significant · · · | |||||||||||||||
| · · · · · for Identical · · Significant Other · · Unobservable · · · | |||||||||||||||
| · · Carrying · · Assets · · Observable Inputs · · Inputs · · Total Fair | |||||||||||||||
| (In thousands) · · Amount · · (Level 1) · · (Level 2) · · (Level 3) · · Value | |||||||||||||||
| Financial assets: | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $208,904 | | $208,904 | | $— | | $— | | $208,904 | |||||
| Securities held-to-maturity | | 1,017 | | — | | 976 | | — | | 976 | |||||
| Loans, net | | 1,982,055 | | — | | — | | 1,981,457 | | 1,981,457 | |||||
| Accrued interest receivable | | 11,780 | | — | | 1,165 | | 10,615 | | 11,780 | |||||
| | | | | | | | | | | | | | | | |
| Financial liabilities: | | | | | | | | | | | |||||
| Time deposits | | 509,896 | | — | | 510,703 | | — | | 510,703 | |||||
| Demand and other deposits | | 1,518,491 | | 1,518,491 | | — | | — | | 1,518,491 | |||||
| Borrowings | | 100,725 | | — | | 101,510 | | — | | 101,510 | |||||
| Subordinated debentures | | | 24,743 | | | — | | | 26,342 | | | — | | | 26,342 |
| Accrued interest payable | | 1,741 | | 11 | | 1,730 | | — | | 1,741 | |||||
- BORROWINGS
Federal Home Loan Bank (“FHLB”) Advances
On February 23, 2026, the Company restructured five existing FHLB advances with a total principal balance of $60.3 million and a weighted average rate of 4.27%. These advances were replaced withtwo new putable fixed-rate advances with the FHLB totaling $60.3 million at a weighted average rate of 3.47%. $13.5 million and $46.8 million maturing on February 23, 2029 and February 24, 2031, respectively, are structured with an embedded option allowing the FHLB to terminate the advances at par on specified dates after aone-year andtwo-year lock-out period, respectively. If the FHLB exercises this option, the Company will need to replace this funding at market rates. A prepayment penalty of $481 thousand was incurred but deferred and is being amortized as a yield adjustment over the life of the new advances.
At September 30, 2026 and December 31, 2025, FHLB term borrowings outstanding were $59.8 million (net of $410 thousand deferred prepayment penalty) and $100.7 million, respectively, all of which were fixed rate.
There wereno FHLB overnight borrowings outstanding at September 30, 2026 and December 31, 2025.
Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by residential and commercial mortgage loans under a blanket lien arrangement at September 30, 2026 and December 31, 2025. Based on this collateral and the Company’s holdings of FHLB stock, the Company was eligible to borrow up to an additional total of $210.4 million and $8.9 million at September 30, 2026 and December 31, 2025, respectively.
The following tables set forth the contractual maturities in the next five years and weighted average interest rates of the Company’s fixed rate FHLB advances (dollars in thousands):
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Balance at September 30, · | ||||||
| · · 2026 · | ||||||
| | | | | | Weighted | |
| Contractual Maturity · · Amount · · Average Rate · | ||||||
| Overnight | | $— | | —% | ||
| | | | | | | |
| 2029, rate 3.87% | | | 13,315 | | 3.87% | |
| 2031, rate 3.38% | | 46,525 | 3.38% | |||
| Total term advances | | | 59,840 | | 3.49% | |
| Total FHLB advances | | $59,840 | 3.49% | |||
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Balance at December 31, · | ||||||
| · · 2025 · | ||||||
| | | | | | Weighted | |
| Contractual Maturity · · Amount · · Average Rate · | ||||||
| Overnight | | $— | | —% | ||
| | | | | | | |
| 2026, rates from 4.29% to 4.98% | | | 40,475 | | 4.50% | |
| 2027, rates from 4.13% to 4.74% | | | 40,250 | | 4.32% | |
| 2028, rates from 3.99% to 4.58% | | 20,000 | 4.18% | |||
| Total term advances | | 100,725 | 4.36% | |||
| Total FHLB advances | | $100,725 | 4.36% | |||
Federal Reserve Borrowings
The Company pledges residential and commercial loans and investments to the Federal Reserve Bank of New York’s Discount Window. Based on this collateral, the Company was eligible to borrow up to $79.7 million and $97.3 million as of September 30, 2026 and December 31, 2025, respectively. The Company didnot have any outstanding borrowings against this line as of September 30, 2026 and December 31, 2025.
Correspondent Bank Borrowings
At September 30, 2026, approximately $92.0 million in unsecured lines of credit extended by correspondent banks were available to be utilized for short-term funding purposes. No borrowings were outstanding under lines of credit with correspondent banks at September 30, 2026 and December 31, 2025.
- SUBORDINATED DEBENTURES
In October 2020, the Company completed the private placement of $25.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes dueon October 15, 2030 (the “2020 Notes”) to certain qualified institutional buyers and accredited investors. The 2020 Notes bore interest, payable semi-annually, at the rate of 5.00% per annum, until October 15, 2025. From and including October 15, 2025 through maturity or earlier redemption, the interest rate applicable to the outstanding principal amount due reset quarterly to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 487.4 basis points payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing on January 15, 2026. On April 15, 2026, the Company redeemed in full the $25.0 million in aggregate principal amount of the 2020 Notes for a total redemption price of $25.0 million plus accrued interest of $534 thousand. As a result of this redemption, the Company recorded debt extinguishment charges of $240 thousand in the second quarter of 2026 representing the acceleration and write-off of the remaining unamortized debt issuance costs. The redemption was funded using a portion of the net proceeds from the $35.0 million subordinated notes that the Company issued on March 12, 2026, as discussed below.
On March 12, 2026, the Company completed the private placement of $35 million in aggregate principal amount of fixed-to-floating rate subordinated notes due on March 15, 2036 (the “2026 Notes”) to certain qualified institutional buyers and accredited investors. The 2026 Notes bear interest, payable semi-annually, at the rate of 7.25% per annum, from the issuance date to but excluding March 15, 2031. From and including March 15, 2031 through the maturity date or earlier redemption date, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month SOFR plus 386 basis points. The Company may, at its option, beginning with the interest payment date of March 15, 2031, but not generally prior thereto, and on any scheduled interest payment date thereafter, redeem the 2026 Notes, in whole or in part, subject to the receipt of any required regulatory approval. The 2026 Notes are not subject to redemption at the option of the holders of the 2026 Notes. The Company used the net proceeds of the 2026 Notes to redeem the 2020 Notes on April 15, 2026 and for general corporate purposes, including contributing equity capital to the Bank. The portion of the proceeds of the 2026 Notes contributed to the Bank is included as a component of the Bank’s Tier 1 capital for regulatory reporting.
At September 30, 2026 and December 31, 2025, the unamortized issuance costs of the subordinated notes were $734 thousand and $257 thousand, respectively. For the three months ended September 30, 2026 and 2025, $23 thousand and $13 thousand in issuance costs were recorded in interest expense. For the nine months ended September 30, 2026 and 2025, $60 thousand and $40 thousand in issuance costs were recorded in interest expense The subordinated notes are presented net of unamortized issuance costs in the Company’s Consolidated Statements of Financial Condition.
10. DERIVATIVES
As part of its asset liability management, the Company utilizes interest rate swap agreements to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent the amount exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.
The following sets forth information regarding the Company’s derivative financial instruments as of the dates indicated:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Assets · · Liabilities | ||||||||||||
| · · Notional · · · · Notional · · | ||||||||||||
| (in thousands) · · Amount · · Fair Value (1) · · Amount · · Fair Value (1) | ||||||||||||
| September 30, 2026 | | | | | | | | | | | | |
| Cash flow hedges: | | | | | | | | | | | | |
| Interest rate swaps (Brokered Certificates of Deposit) | | $25,000 | | $76 | | $— | | $— | ||||
| Fair value hedges: | | | | | | | | | | | | |
| Interest rate swaps (Loans) | | | — | | | — | | | 50,000 | | | (27) |
| Total | | $25,000 | | $76 | | $50,000 | | $(27) | ||||
| | | | | | | | | | | | | |
| December 31, 2025 | | | | | | | | | | | | |
| Cash flow hedges: | | | | | | | | | | | | |
| Interest rate swaps (Brokered Certificates of Deposit) | | $— | | $— | | $75,000 | | $(594) | ||||
| Fair value hedges: | | | | | | | | | | | | |
| Interest rate swaps (Loans) | | | — | | | — | | | 50,000 | | | (459) |
| Total | | $— | | $— | | $125,000 | | $(1,053) | ||||
| (1) | Derivatives in a positive position are recorded as “Other assets” and derivatives in a negative position are recorded as “Other liabilities” in the Consolidated Statements of Financial Condition. |
Cash Flow Hedges of Interest Rate Risk
Interest rate swaps with notional amounts totaling $25.0 million as of September 30, 2026 and $75.0 million as of December 31, 2025, were designated as cash flow hedges of certain brokered certificates of deposit. The swaps were determined to be fully effective during the periods presented and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps is recorded in other assets/(other liabilities) with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swaps.
Interest rate swaps with notional amounts totaling $50.0 million matured on September 20, 2026 and were not replaced.
The following table presents the net gains (losses) recorded in accumulated other comprehensive income and the consolidated statements of income relating to the cash flow derivative instruments for the periods indicated.
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||
| (in thousands) | | 2026 | | 2025 | | 2026 | | 2025 |
| Gain (loss) recognized in other comprehensive income, net of tax | | $122 | | $43 | | $521 | | $(227) |
| Loss recognized in interest expense | | (116) | | (1) | | (376) | | (3) |
Fair Value Hedges of Interest Rate Risk
On November 1, 2023, the Company entered into athree-year interest rate swap with a notional amount totaling $50 million which was designated as a fair value hedge of certain fixed rate residential mortgages. The Company pays a fixed rate of 4.56% and receives a floating rate based on SOFR for the life of the agreement without an exchange of the underlying notional amount. The hedge was determined to be effective during all periods presented and the Company expects the hedge to remain effective during the remaining term of the swap. The gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk is recognized in interest income.
The following table presents the effects of the Company’s derivative instruments designated as fair value hedges on the Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025.
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||
| (in thousands) | | 2026 | | 2025 | | 2026 | | 2025 |
| Net (loss) gain on hedged items recorded in interest income on loans | | $(37) | | $12 | | $(68) | | $21 |
| Loss on hedge recorded in interest income on loans | | (110) | | (28) | | (339) | | (84) |
At September 30, 2026 and December 31, 2025, the following amounts were recorded on the Statement of Financial Condition related to cumulative basis adjustment for fair value hedges.
| · · · · · · | ||||
|---|---|---|---|---|
| | | September 30, | | December 31, |
| (in thousands) | | 2026 | | 2025 |
| Loans receivable: · · · · · · | ||||
| Carrying amount of the hedged assets(1) | | $50,000 | | $50,000 |
| Fair value hedging adjustment included in the carrying amount of the hedged assets | | 39 | | 539 |
| (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 September 30, 2026 and December 31, 2025, the amortized cost basis of the closed portfolios used in the hedging relationships was $259.4 million and $318.6 million, respectively. At September 30, 2026 and December 31, 2025, the cumulative basis adjustments associated with these hedging relationships was $39 thousand and $539 thousand, respectively, and the amounts of the designated hedged items were $50.0 million and $50.0 million, respectively. |
Credit-Risk-Related Contingent Features
The Company has minimum collateral posting thresholds with certain of its derivative counterparties. If the termination value of derivatives is a net liability position, the Company is required to post collateral against its obligations under the agreements. However, if the termination value of derivatives is a net asset position, the counterparty is required to post collateral to the Company. At September 30, 2026, the Company receivedno collateral from its counterparties under the agreements in a net asset position. At December 31, 2025, the Company posted $1.2 million in collateral to its counterparties in a net liability position.
- ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The following presents changes in accumulated other comprehensive (loss) income by component, net of tax, for the periods indicated:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Unrealized Gains and · · Gains and · · | |||||||||
| · · Losses on Available- · · Losses on · · | |||||||||
| · · for-Sale Debt · · Cash Flow · · | |||||||||
| (in thousands) · · Securities · · Hedges · · Total | |||||||||
| Balance at July 1, 2026 | | $(508) | | $(63) | | $(571) | |||
| Other comprehensive (loss) income, before reclassification | | (1,835) | | 122 | | (1,713) | |||
| Amount reclassified from accumulated other comprehensive loss | | | — | | | — | | | — |
| Net current period other comprehensive (loss) income | | (1,835) | | 122 | | (1,713) | |||
| Balance at September 30, 2026 | | $(2,343) | | $59 | | $(2,284) | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Unrealized Gains and · · Gains and · · | |||||||||
| · · Losses on Available- · · Losses on · · | |||||||||
| · · for-Sale Debt · · Cash Flow · · | |||||||||
| (in thousands) · · Securities · · Hedges · · Total | |||||||||
| Balance at July 1, 2025 | | $(658) | | $(569) | | $(1,227) | |||
| Other comprehensive income, before reclassification | | 406 | | 43 | | 449 | |||
| Amount reclassified from accumulated other comprehensive loss | | | — | | | — | | | — |
| Net current period other comprehensive income | | 406 | | 43 | | 449 | |||
| Balance at September 30, 2025 | | $(252) | | $(526) | | $(778) | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Unrealized Gains and · · Gains and · · | |||||||||
| · · Losses on Available- · · Losses on · · | |||||||||
| · · for-Sale Debt · · Cash Flow · · | |||||||||
| (in thousands) · · Securities · · Hedges · · Total | |||||||||
| Balance at January 1, 2026 | | $(218) | | $(462) | | $(680) | |||
| Other comprehensive (loss) income, before reclassification | | (2,125) | | 521 | | (1,604) | |||
| Amount reclassified from accumulated other comprehensive loss | | | — | | | — | | | — |
| Net current period other comprehensive (loss) income | | (2,125) | | 521 | | (1,604) | |||
| Balance at September 30, 2026 | | $(2,343) | | $59 | | $(2,284) | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
| · · Unrealized Gains and · · Gains and · · | |||||||||
| · · Losses on Available- · · Losses on · · | |||||||||
| · · for-Sale Debt · · Cash Flow · · | |||||||||
| (in thousands) · · Securities · · Hedges · · Total | |||||||||
| Balance at January 1, 2025 | | $(1,035) | | $(299) | | $(1,334) | |||
| Other comprehensive income (loss), before reclassification | | 783 | | (227) | | 556 | |||
| Amount reclassified from accumulated other comprehensive loss | | | — | | | — | | | — |
| Net current period other comprehensive income (loss) | | 783 | | (227) | | 556 | |||
| Balance at September 30, 2025 | | $(252) | | $(526) | | $(778) | |||
There wereno significant amounts reclassified out of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2026 and 2025.
12. SEGMENT INFORMATION
The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker (the “CODM”). The Chief Executive Officer along with others in the Company’s executive management evaluates performance and allocates resources based upon analysis of the Company asone operating segment or unit. The activities of the Company compriseone reportable segment, "Community Banking." All of the Company’s activities are interrelated, and each activity is dependent and assessed based on the manner in which it supports the other activities of the Company. All the consolidated assets are attributable to the Community Banking segment.
The Company provides a range of community banking services, including commercial and consumer lending, personal and business banking, cash management services, and other financial services primarily to individuals, businesses, and municipalities in the New York metropolitan area.
The CODM is provided with the Company’s consolidated statements of financial condition and income and evaluates the Company’s operating results based on consolidated net interest income, non-interest income, non-interest expense, and net income, which can be seen on the consolidated statements of income. These results are used to measure the Company against its competitors. Other significant non-cash items assessed by the CODM are depreciation, amortization and provision for credit losses consistent with the reporting on the consolidated statements of cash flows. Expenditures for long-lived assets are also evaluated and are consistent with the reporting on the consolidated statements of cash flows. Strategic plans and budget to actual monitoring are evaluated asone reportable segment. The actual results are used in assessing performance of the segment and in establishing compensation. All revenues are derived from banking operations within the United States, and for the three and nine months ended September 30, 2026 and 2025, there was no customer that accounted for more than 10% of the Company's consolidated revenue.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.