Dime Community Bancshares Inc NY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

April 10, 2024

Dear Shareholder,

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Dime Community Bancshares, Inc. (the “Company”), which will be held on May 23, 2024 at 10:00 a.m. Eastern Time. This year’s Annual Meeting will be a virtual meeting of shareholders, which will be conducted via live webcast. Shareholders will only be able to participate in the Annual Meeting online, vote shares electronically and submit questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/DCOM2024. Instructions on how to attend the Annual Meeting online and vote shares are described in the accompanying Proxy Statement.

The attached Notice of Annual Meeting of Shareholders and Proxy Statement describe the business to be transacted at the Annual Meeting. The Company’s Board of Directors has determined that an affirmative vote on the four matters to be considered at the Annual Meeting is in the best interests of the Company and its shareholders and unanimously recommends a vote “FOR” each of those matters. The directors and executive officers of the Company, as well as a representative of Crowe LLP, the accounting firm appointed by the Audit Committee of the Board of Directors to be the Company’s independent registered public accounting firm for the year ending December 31, 2024, will be present at the Annual Meeting.

2023 was marked by the failure of several regional banks. Despite the industry-wide challenges precipitated by these failures, the Company continued to execute on our growth plan. Over the past 12 months we have made numerous hires on both the deposit and lending fronts, capitalizing on market disruption and positioning us for future success. In 2023, we added a new healthcare lending vertical and added numerous deposit-gathering teams. These franchise enhancing actions are starting to pay dividends, with a robust loan pipeline and strong growth in deposits in the early parts of 2024.

We have also been mindful of the overall operating environment and consciously operated the Company at a non-interest expense-to-assets ratio level that is far below our peer group. Managing expenses prudently is a Company-wide focus for management and the Board of Directors.

In 2023, we promoted Stuart H. Lubow to the role of Chief Executive Officer. Mr. Lubow’s appointment as CEO was a natural evolution of the role he had begun to play at the Company and his vision for growing and diversifying the Company should be a positive for all of our stakeholders over time. Since the announcement of his promotion (July 28th 2023) to the end of 2023, the Company’s stock price outperformed its peer group.

On behalf of our Board of Directors and employees, we thank you for your continued support and hope you participate in our virtual Annual Meeting.

Sincerely yours,

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be Held on May 23, 2024

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Dime Community Bancshares, Inc. (the “Company”) will be held virtually on Thursday, May 23, 2024 at 10:00 a.m. Eastern Time, to consider and vote upon the following:

In addition, we will consider and take action on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. As of the date hereof, management is not aware of any other such business.

The Board of Directors has fixed March 28, 2024 as the record date for the Annual Meeting and any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. A list of such shareholders will be available upon request for inspection by any shareholder for any lawful purpose germane to the Annual Meeting during the 10 days prior to the Annual Meeting and during the Annual Meeting.

YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD OF DIRECTORS URGES YOU TO VOTE BY INTERNET, TELEPHONE OR MAIL AS SOON AS POSSIBLE. VOTING IN ADVANCE OF THE MEETING WILL NOT PREVENT YOU FROM ATTENDING AND VOTING ELECTRONICALLY DURING THE ANNUAL MEETING IF YOU CHOOSE TO DO SO.

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