ConnectOne Bancorp, Inc.

Note1a – Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies**

Nature of Operations

ConnectOne Bancorp, Inc. (the “Parent Corporation”) is incorporated under the laws of the State of New Jersey and is a registered bank holding company under the Bank Holding Company Act of1956, as amended (the “BHCA”). The Parent Corporation’s business currently consists of the operation of its wholly-owned subsidiary, ConnectOne Bank (the “Bank” and, collectively with the Parent Corporation and the Parent Corporation’s subsidiaries, the “Company”) and making certain limited investments. The Bank’s direct and indirect subsidiaries include Union Investment Co. (a New Jersey investment company), Twin Bridge Investment Co. (a Delaware investment company), ConnectOne Preferred Funding Corp. (a New Jersey real estate investment trust), Center Financial Group, LLC (a New Jersey financial services company), Center Advertising, Inc. (a New Jersey advertising company), Morris Property Company, LLC, (a New Jersey limited liability company), Volosin Holdings, LLC, (a New Jersey limited liability company), NJCB Spec-1, LLC (a New Jersey limited liability company), Port Jervis Holdings, LLC (a New Jersey limited liability company), BONJ Special Properties, LLC (a New Jersey limited liability company), The First of Long Island REIT (a New York real estate investment trust), FNY Service Corp (a New York investment company) and BoeFly, Inc. (a New Jersey financial technology company).

The Bank is a community-based, full-service New Jersey-chartered commercial bank that was founded in2005. The Bank operates from its headquarters located at301 Sylvan Avenue in the Borough of Englewood Cliffs, Bergen County, New Jersey and through its 58 other banking offices. On* June 1, 2025,the Company completed its acquisition of The First of Long Island Corporation ("FLIC") and the First National Bank of Long Island ("FNBLI"), FLIC’s wholly owned subsidiary depository institution, which was merged into the Bank. See Note2.* Substantially all loans are secured with various types of collateral, including business assets, consumer assets and commercial/residential real estate. Each borrower’s ability to repay their loans is dependent on the conversion of assets, cash flows generated from the borrowers’ business, real estate rental and consumer wages.

Basis of Presentation and Principals of Consolidation

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The consolidated financial statements of the Parent Corporation are prepared on an accrual basis and include the accounts of the Parent Corporation and the Company. All significant intercompany accounts and transactions have been eliminated from the accompanying consolidated financial statements.

Segments

FASB ASC28, “Segment Reporting,” requires companies to report certain information about operating segments. The Company is managed asone segment: a community bank. All decisions including butnot limited to loan growth, deposit funding, interest rate risk, credit risk and pricing are determined after assessing the effect on the totality of the organization. For example, loan growth is dependent on the ability of the organization to fund this growth through deposits or other borrowings. As a result, the Company is managed asone operating segment. See Note24 for disclosures related to the reportable segment.

Use of Estimates

In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of condition and that affect the results of operations for the periods presented. Actual results could differ significantly from those estimates.

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Note1a – Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (continued)**

Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents include cash, deposits with other financial institutions with maturities of less than 90 days, and federal funds sold. Net cash flows are reported for client loan and deposit transactions, interest-bearing deposits in other financial institutions, and federal funds purchased and repurchase agreements.

Investment Securities

The Company accounts for its investment securities in accordance with FASB ASC320, “Investments-Debt and Equity Securities”. Investments are classified into the following categories: (1) held-to-maturity securities, for which the Company has both the positive intent and ability to hold until maturity, which are reported at amortized cost; (2) trading securities, which are purchased and held principally for the purpose of selling in the near term and are reported at fair value with unrealized gains and losses included in earnings; and (3) available-for-sale securities, which donot meet the criteria of the othertwo categories and which management believes* may*be sold prior to maturity due to changes in interest rates, prepayment risk, liquidity or other factors, and are reported at fair value, with unrealized gains and losses, net of applicable income taxes, reported as a component of accumulated other comprehensive income, which is included in stockholders’ equity and excluded from earnings.

Investment securities are adjusted for amortization of premiums and accretion of discounts as adjustments to interest income, which are recognized on a level yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Investment securities gains or losses are determined using the specific identification method.

Investment securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in comprehensive income, net of tax. Interest income includes amortization of purchase premiums or discounts. Premiums and discounts on securities are generally amortized using the level-yield method without estimating prepayments, except for mortgage-backed securities, where prepayment rates are estimated. Premiums on callable investment securities are amortized to their earliest call date. Gains and losses on sales of securities are recorded on the trade date and determined using the specific identification method.

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For available-for-sale investment securities which are in an unrealized loss position, the Company willfirst assess whether we intend to sell, or it is more likely thannot, that we will be required to sell the security before recovery of the amortized cost basis. If either of the criteria is met, the amortized cost basis of the security is written down to fair value through income. For available-for-sale investment securities that donot meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from an actual or estimated credit loss event or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, changes to the rating of the security, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss is likely, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, an allowance for credit losses is recorded for the estimated credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that hasnot been recorded through an allowance for credit loss is recognized in other comprehensive income, net of tax. The Company elected the practical expedient ofzero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history ofno credit losses.

Equity Securities

The Company’s investments in equity securities are recorded at fair value, with unrealized gains and losses included in earnings.

Loans Held-for-Sale

Residential mortgage loans, originated and intended for sale in the secondary market, are carried at the lower of aggregate cost or estimated fair value as determined by outstanding commitments from investors. For these loans originated and intended for sale, gains and losses on loan sales (sale proceeds minus carrying value) are recorded in other income and direct loan origination costs and fees are deferred at origination of the loan and are recognized in other income upon sale of the loan.

Other loans held-for-sale are carried at the lower of aggregate cost or estimated fair value. Fair value on these loans is determined based on the terms of the loan, such as interest rate, maturity date, and reset term, as well as sales of similar assets.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, purchase premium and discounts and an allowance for credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Loan segments are defined as a group of loans, which share similar initial measurement attributes, risk characteristics, and methods for monitoring and assessing credit risk. Management has determined that the Company hasfive segments of loans: commercial, commercial real estate, commercial construction, residential real estate (including home equity) and consumer.

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Loans that are90 days past due are placed on nonaccrual and previously accrued interest is reversed and charged against interest income unless the loans are both well-secured and in the process of collection. Past due status is based on the contractual terms of the loan. In certain cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans include both homogeneous loans that are collectively evaluated for credit losses and loans individually analyzed for credit losses.

All interest accrued butnot received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The policy of the Company is to grant commercial, residential and consumer loans to residents and businesses within the market-areas served by its offices in New Jersey, New York and Florida. The borrowers’ abilities to repay their obligations are dependent upon various factors including the borrowers’ income and net worth, cash flows generated by the borrowers’ underlying collateral, value of the underlying collateral, and priority of the lender’s lien on the property. Such factors are dependent upon various economic conditions and individual circumstances beyond the control of the Company. The Company is therefore subject to risk of loss. The Company believes its lending policies and procedures adequately minimize the potential exposure to such risks and that adequate provisions for credit losses are provided for all known and inherent risks. Collateral and/or personal guarantees are required for a large majority of the Company’s loans.

Allowance for Credit Losses

The allowance for credit losses is an estimate of current expected credit losses considering available information relevant to assessing the collectability of cash flows over the contractual term of the financial assets necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and investment securities measured at amortized cost. It also applies to off-balance-sheet credit exposures such as loan commitments and unused lines of credit. Loan losses are charged against the allowance for credit losses when the Company believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for credit losses. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. The expected credit loss for unfunded loan commitments is reported on the consolidated statement of financial condition in other liabilities.

For financial assets, the allowance for credit losses is a valuation account that is deducted from, or added to, the amortized cost basis of the financial assets to present the net amount expected to be collected on the financial assets. The Company's methodology to estimate the allowance for credit losses hastwo components: (i) a collective reserve component for estimated lifetime expected credit losses for pools of loans that share common risk characteristics and (ii) an individual reserve component for loans that donot share common risk characteristics. The Company maintains an allowance for unfunded credit commitments mainly consisting of undisbursed non-cancellable lines of credit, new loan commitments and commercial letters of credit.

Information relevant to establishing an estimate of current expected credit losses includes historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. The Company reports in net income (as a credit loss expense) the amount necessary to adjust the allowance for credit losses and liabilities for credit losses on off-balance-sheet credit exposures for the current estimate of expected credit losses.

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Expected credit losses of financial assets are measured on a collective (pooled) basis when similar risk characteristic(s) exist. If the Company determines that a financial asset doesnot share risk characteristics with other financial assets, the Company will evaluate the financial asset for expected credit losses on an individual basis. Financial assets are assessed once, either through collective assessments or individual assessments. For pooled loan segments, utilizing a quantitative analysis, the Company calculates estimated credit losses using a probability of default and loss given default methodology, the results of which are applied to the aggregated discounted cash flow of each individual loan within the segment. In the absence of relevant and reliable internal data, probability of default and loss given default rates are determined using peer data. The point in time probability of default and loss given default are then conditioned by macroeconomic scenarios to incorporate reasonable and supportable forecasts that affect the collectability of the reported amount. Financial assets* maybe segmented based onone* characteristic, or a combination of characteristics. Examples of risk characteristics relevant to the Company’s evaluation include, but werenot limited to: (1) Internal or external credit scores or credit ratings, (2) Risk ratings or classifications, (3) Financial asset type, (4) Collateral type, (5) Size, (6) Effective interest rate, (7) Term, (8) Geographical location, (9) Industry of the borrower and (10) Vintage.

The Company’s quantitative analysis also considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. The Company evaluates a variety of factors includingthird-party economic forecasts, industry trends and other available published economic information in arriving at its forecasts. After the reasonable and supportable forecast period, the Company reverts, on a straight-line basis, to average historical losses. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate.

Included in the allowance for credit losses are qualitative reserves to cover losses that are expected but, in the Company’s assessment,* may**not* be adequately represented in the quantitative analysis or the forecasts described above. Each qualitative loss factor, for each loan segment within the portfolio, incorporates consideration for a minimum to maximum range for loss factors derived from either the Company’s historical loss experience, or peer group historical charge-off experience. These qualitative factor adjustments* may*increase or decrease the Company’s estimate of expected credit losses and are applied to each loan segment.

The Bank evaluates individual instruments for expected credit losses when those instruments donot share similar risk characteristics with instruments evaluated using a collective (pooled) basis. The Company evaluates the pooling methodology at least annually. Loans transition from defined segments to individual analysis when credit characteristics, or risk traits, change in a material manner. A loan is considered for individual analysis when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by the Company in determining individual analysis include payment status and the probability of collecting scheduled principal and interest payments, when due.

Nonaccrual loans that are $250,000 or higher and all purchased credit-deteriorated ("PCD") loans are individually analyzed. Loans that are designated as nonaccrual with balances of less than $250,000 are collectively evaluated, and, accordingly, arenot separately identified for analysis or disclosures. Individual analysis will establish an individually evaluated allowance for instruments in scope.

For collateral dependent loans, when it is determined that a foreclosure is probable, the allowance for credit losses is determined on a loan level basis using the fair value of the collateral as of the reporting date, less estimated disposition costs (“net fair value”), which will ensure that the credit loss isnot delayed until the time at which the actual foreclosure takes place. In the event that this fair value is less than the amortized cost basis of these specific loans, the Company will recognize the difference between the net fair value at the reporting date and the amortized cost basis in the allowance for credit losses. If the fair value of the collateral has increased as of the evaluation date, the increase in the fair value of the collateral is reflected through a reduction in the allowance for credit losses. Adjustments for estimated disposition costs arenot appropriate when the repayment of a collateral-dependent loan is expected from the operation of the collateral. If repayment is based upon future expected cash flows, the present value of the expected future cash flows discounted at the loan’s original effective interest rate is compared to the carrying value of the loan, and any shortfall is recorded as the allowance for credit losses. The effective interest rate used to discount expected cash flows is adjusted to incorporate expected prepayments, if applicable.

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Purchased Credit-Deteriorated Loans

Loans acquired in a business combination that have experienced a more-than-significant deterioration in credit quality since origination are considered PCD loans. The Company evaluates acquired loans for deterioration in credit quality based on any of, butnot limited to, the following: (1) non-accrual status; (2) risk ratings of special mention, substandard or doubtful; (3) watchlist credits; and (4) delinquency status, including loans that were current on acquisition date, but had been previously delinquent. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there isno credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium, which is recognized through interest income on a level-yield basis over the lives of the related loans.

PCD loans that met the criteria for nonaccrual* maybe considered performing, regardless of whether the client is contractually delinquent, if management can reasonably estimate the timing and amount of the expected cash flows on such loans and if management expects to fully collect the new carrying value of the loans. As such, management may**no* longer consider the loans to be nonaccrual or nonperforming and* may*accrue interest on these loans, including the impact of any accretable discount.

Derivatives

At the inception of a derivative contract, the Company designates the derivative asone ofthree types based on the Company’s intentions and belief as to likely effectiveness as a hedge. Thesethree types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment ("fair value hedge"), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow hedge"), or (3) an instrument withno hedging designation ("non-designated derivative"). For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item is attributable to the hedged risk, are recognized in current earnings as fair values change. For a cash flow hedge, the gain or loss on the derivative is recorded in other comprehensive income ("OCI") and is reclassified into earnings in the same period during which the hedged transaction affects earnings. The changes in the fair value of a derivative that isnot designated is recorded currently in earnings, as noninterest income.

Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that donot qualify for hedge accounting are reported in noninterest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative isno longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction isno longer probable, a hedged firm commitment isno longer firm, or treatment of the derivative as a hedge isno longer appropriate or intended.

When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as noninterest income. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.

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Restricted Stock

The Bank is a member of the Federal Home Loan Bank (“FHLB”) of New York. Members are required to own a certain amount of stock based on the level of borrowings and other factors and* may*invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Cash dividends on the stock are reported as income.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company doesnot maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Premises and Equipment

Land is carried at cost and premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 4 to 30 years. Leasehold improvements are depreciated using the straight-line method over the terms of the respective leases, or the estimated useful lives of the improvements, whichever is shorter. Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 10 years.

Leases

Leases are classified as operating or finance leases at the lease commencement date. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease team. The Company includes lease extension and termination options in the lease term if, after considering relevant economic factors, it is reasonably certain the Company will exercise the option.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. The Company uses its incremental borrowing rate at lease commencement to calculate the present value of lease payments when the rate implicit in a lease isnot known. The Company has electednot to recognize leases with original terms of12 months or less on the consolidated balance sheet.

Other Real Estate Owned

Other real estate owned (“OREO”), representing property acquired through foreclosure or deed in lieu and held-for-sale, is initially recorded at fair value less cost to sell at the date of acquisition, establishing a new cost basis. Subsequently, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Costs relating to holding the assets are charged to expenses.

Employee Benefit Plans

The Company has a noncontributory pension plan that covered all eligible employees up until* September 30, 2007,at which time the Company froze its defined benefit pension plan. As such, all future benefit accruals in this pension plan were discontinued and all retirement benefits that employees would have earned as of September 30, 2007were preserved. In addition, the Company acquired a defined benefit pension plan that covered all former eligible FLIC employees. FLIC and the Bank, commencing at the merger closing on June 1, 2025,made contributions to the plan, which together with participant contributions equal to 2% of their compensation, funded these benefits. Effective September 30, 2025,the plan was frozen and all retirement benefits that employees earned through that date were preserved. The Company’s policy is to fund at least the minimum contribution required by the Employee Retirement Income Security Act of1974.* The costs associated with the plan are accrued based on actuarial assumptions and included in salaries and employee benefits expense.

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The Company accounts for its defined benefit pension plan in accordance with FASB ASC715-30. This standard requires that the funded status of defined benefit postretirement plans be recognized on the Company’s statement of financial condition and changes in the funded status be reflected in other comprehensive income. This standard also requires companies to measure the funded status of the plan as of the date of its fiscal year-end.

The Company maintains a401(k) employee savings plan to provide for defined contributions which covers substantially all employees of the Company. Employee401(k) and profit-sharing plan expense is the amount of matching contributions.

Stock-Based Compensation

FASB ASC718 “Compensation-Stock Compensation” requires that the compensation costs related to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. The stock compensation accounting guidance covers a wide range of share-based compensation arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.

Stock compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. See Note18 of the Notes to Consolidated Financial Statements for further discussion.

Treasury Stock

Subject to certain regulatory limitations applicable to the Parent Corporation, treasury stock purchases* maybe made from time to time as, in the opinion of management, market conditions warrant, in the open market or in privately negotiated transactions. Shares repurchased are added to the corporate treasury and will be used for future issuances. The repurchased shares are recorded as treasury stock, which results in a decrease in stockholders’ equity. Treasury stock is recorded using the cost method and accordingly is presented as a reduction of stockholders’ equity. The Parent Corporation didnot repurchase any shares in2025.* During the year ended* December 31, 2024,*the Parent Corporation repurchased 283,270 shares under board-approved share repurchase programs.

On* August 16, 2022,*The Inflation Reduction Act, P.L.117-169, was signed into law. The act included a new Sec.4501 that imposes an excise tax on certain repurchases of stock by publicly traded corporations.

In general, and before considering exceptions, the amount of the excise tax is equal to1% of (1) the aggregate fair market value (FMV) of stock repurchased by a corporation, over (2) the aggregate FMV of stock issued by the corporation, in each case, during the tax year. The excise tax applies to repurchases of stock by corporations beginning after* December 31, 2022.The excise tax isnot* deductible for purposes of computing U.S. federal income tax (Sec.275(a)(6)).

On* December 27, 2022,Treasury and the IRS released Notice2023*-2, which announced that they intend to issue proposed regulations with respect to the excise tax. The notice provides interim guidance that Treasury and the Service generally intend to include in the proposed regulations, including several examples that illustrate the application of the rules set forth in the notice. Treasury and the IRS anticipate that the proposed regulations will be consistent with the guidance provided in the notice. In addition, until the issuance of the proposed regulations, taxpayers are permitted to rely on the operating rules set forth in Section3 of the notice. The proposed regulations are anticipated to apply to repurchases of stock made after* December 31, 2022,and to issuances of stock made during a tax year ending after December 31, 2022.As of December 31, 2025,*the Company hadno accruals related to the excise tax through equity.

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Goodwill

Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life arenot amortized but tested for impairment annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed. The Company has selected* December 31as the date to perform the annual impairment test. No impairment charge was deemed necessary as of the years ended December 31, 2025,*2024 and2023.

Other Intangible Assets

Other intangible assets consist of core deposit intangibles arising from business combinations that are amortized over their estimated useful lives to their estimated residual value.

Comprehensive Income (Loss)

Total comprehensive income includes all changes in equity during a period from transactions and other events and circumstances from nonowner sources. The Company’s OCI (loss) is comprised of unrealized holding gains and losses on securities available-for-sale, unrecognized actuarial gains and losses of the Company’s defined benefit pension plans and unrealized gains and losses on cash flow hedges, net of taxes.

Restrictions on Cash

Cash on hand or on deposit with the Federal Reserve Bank is required to meet regulatory reserve and clearing requirements.

Dividend Restriction

Banking regulations require maintaining certain capital levels and* may*limit the dividends paid by the Bank to the Parent Corporation or by the Parent Corporation to the stockholders.

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Fair Value of Financial Instruments

The fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Bank Owned Life Insurance

The Company invests in Bank Owned Life Insurance (“BOLI”) to help offset the cost of employee benefits. The change in the cash surrender value of the BOLI is recorded as a component of noninterest income.

Income Taxes

The Company accounts for income taxes in accordance with ASC740, Income Taxes. We recognize deferred tax assets and liabilities for the expected future tax consequences of events already included in the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the date of the enactment.

Valuation Allowances: We record a valuation allowance to reduce deferred tax assets to the amount that is more likely thannot to be realized. In making this assessment, we weigh all available evidence, both positive and negative, including projected future taxable income and tax-planning strategies.

Uncertain Tax Positions: The Company recognizes the tax benefit from an uncertain tax position only if it is more likely thannot that the position will be sustained upon examination by the taxing authorities. We record unrecognized tax benefits, including associated interest and penalties, as a component of Income tax expense in the Consolidated Statements of Operations. Accrued interest and penalties are classified within Other long-term liabilities on the Consolidated Balance Sheets.

In* December 2023,the FASB issued ASU2023*-09, Improvements to Income Tax Disclosures, which requires enhanced transparency through a standardized, disaggregated tax rate reconciliation table and expanded disclosures for income taxes paid. The Company adopted the standard effective* January 1, 2025.*Specifically, we are now required to:

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The Company regularly monitors developments in tax laws and regulations that* mayimpact its tax positions and financial reporting. Any changes in classification, measurement, or recognition of tax-related interest and penalties will be disclosed in accordance with GAAP and relevant SEC reporting requirements. See Note11* for more discussion on income taxes.

Advertising Costs

The Company recognizes its marketing and advertising costs as incurred.

Reclassifications

Certain reclassifications have been made in the consolidated financial statements and footnotes for2024 and2023 to conform to the classifications presented in2025. Such reclassifications hadno impact on net income or stockholders’ equity.

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Note1b – Authoritative Accounting Guidance

Adoption of New Accounting Standards

In* December 2023,the FASB issued Accounting Standard Update ("ASU")2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures. These amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than5% of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The amendments require that all entities disclose on an annual basis the following information about income taxes paid:1) The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes; and2) The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than5% of total income taxes paid (net of refunds received). The amendments also require that all entities disclose the following information:1) Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign; and2) Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The Company adopted ASU2023-09 on* January 1, 2025.*

Impact of Issued ButNot Yet Effective Accounting Standards**

In* November 2024,the FASB issued ASU2024*-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40)" ("ASU2024-03"). ASU2024-03 requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. ASU2024-03 is effective for the Company on* January 1, 2027.The Company is currentlynot* expecting the ASU to have a material effect on the consolidated financial statements and footnotes.

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Note2. Business Combination

On* June 1, 2025 (the “Acquisition Date”), the Company completed the acquisition of FLIC, the parent company for the FNBLI, in accordance with the definitive Agreement and Plan of Merger dated as of September 4, 2024 (the “Merger Agreement”). Pursuant to the Merger Agreement, on the Acquisition Date, FLIC merged with and into the Company, with the Company continuing as the surviving corporation, and FNBLI merged with and into the Bank, with the Bank as the surviving bank (collectively, the “merger”). As part of this merger, the Company acquired36* branch offices located in Nassau and Suffolk Counties of Long Island, and the boroughs of New York City.

In connection with the completion of the merger, former FLIC shareholders received 0.5175 shares of the Company’s common stock for each share of FLIC common stock they held. The value of the total transaction consideration was approximately $270.8 million. The consideration included the issuance of 11,790,116 shares of the Company’s common stock, valued at $22.97 per share, which was the closing price of the Company’s common stock on* May 30, 2025,*the last trading day prior to the consummation of the merger. Also included in the total consideration was cash in lieu of any fractional shares, which was effectively settled upon closing.

The acquisition of FLIC was accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair values on the Acquisition Date. The excess consideration paid over the estimated fair value of the net assets acquired has been reported as goodwill in the Company’s consolidated statements of financial condition. Goodwill was originally reported at $7.2 million as of* June 30, 2025.During the measurement period, the Company updated its assessment of the fair value of net assets acquired to reflect a net increase of $4.6 million to goodwill, resulting in a total of $11.9 million recorded from the merger. The adjustment was related to deferred tax assets, including a $5.0 million increase from true-ups based on tax filings (decrease to goodwill), a $1.3 million increase from the application of the finalized 30.9% blended statutory tax rate (decrease to goodwill), and a $10.9 million valuation allowance related to Section382* limitations-including recognized built-in losses and net operating losses resulting from the completion of a formal limitation study and updated New York apportionment rates (increase to goodwill). The $11.9 million of goodwill created from the merger isnot amortizable or deductible for tax purposes. The amount of goodwill represents an asset attributed to the future economic benefits arising from other assets acquired in a business combination. Future economic benefits consist largely of the synergies and economies of scale expected from combining the operations of FLIC and the Company.

The Company continues to identify and assess information regarding the nature of the assets acquired and liabilities assumed. Accordingly, these valuations, including the amounts recorded for current and deferred taxes, are considered preliminary and subject to further adjustment during the measurement period, which ends* June 1, 2026.*

In connection with the acquisition, the consideration paid, as well as the fair value of identifiable assets acquired and liabilities assumed as of the Acquisition Date, are summarized in the following tables:

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The following is a description of the valuation methodologies used to estimate the fair values of significant assets and liabilities presented above.

Cash and cash equivalents – The carrying amount of these items is a reasonable estimate of their fair value based on the short-term nature of these assets.

Investment securities – Fair values for investment securities available-for-sale were based on quoted market prices, where available. If quoted market prices werenot available, fair value estimates are based on observable inputs, including quoted market prices for similar instruments. Fair value estimates also reflect an adjustment related to certain securities that were sold shortly after closing and were determined by the current market price. Additional information is included in Note4 - Investments.

Loans – The fair value of the loan portfolio was calculated on a pooled loan basis using discounted cash flow analysis for accruing loans and on an individual basis for nonaccrual loans. This analysis took into consideration the contractual terms of the loans and assumptions related to the credit risk, expected lifetime losses, qualitative factors, collateral values, discount rates, and other liquidity considerations to estimate projected cash flows. The assumptions used in determining the fair value of the loan portfolio were considered reasonable from a market-participant viewpoint.

Acquired loans are classified intotwo categories: purchased credit deteriorated (“PCD”) and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more-than-insignificant credit deterioration since origination. The Company considers various factors in connection with the identification of more-than-insignificant deterioration in credit, including butnot limited to nonperforming status, delinquency, risk ratings, and other qualitative factors that indicate deterioration in credit quality since origination. Non-PCD loans will have an allowance established subsequent to the Acquisition Date, which is recognized as an expense through the provision for credit losses. For PCD loans, the loans were recorded at their amortized cost, less an allowance for credit losses ("ACL") of $43.3 million on the Acquisition Date. There isno provision for credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loans. The remaining difference between the net of the amortized cost basis and the ACL and the fair value allocated to the loans on the date of acquisition is recognized as a non-credit-related discount that will be accreted into interest income over the life of the loans.

The following table provides details related to the fair value of PCD loans that were acquired on* June 1, 2025.*

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Premises and equipment – The estimated fair value of premises was measured based upon appraisals from independentthird parties. The estimated fair value of equipment was determined to approximate the carrying amount of these assets.

Deferred Tax Benefit – The Company recorded a net deferred income tax benefit of $46.5 million related to the tax attributes of FLIC, along with the effects of fair value adjustments resulting from applying the purchase method of accounting. This amount represents a measurement period adjustment from the preliminary $51.1 million benefit previously reported. The current estimate reflects the $4.6 million net decrease in deferred tax assets described above in the Purchase Price Allocation and Goodwill section, which accounts for the true-up of tax attributes, the application of the finalized 30.9% blended statutory tax rate, and the recognition of a valuation allowance related to Section382 limitations. As the Company continues to evaluate the federal, state, and local combined statutory tax rate for the merged entity and the nature and extent of permanent and temporary differences between the book and tax bases of acquired assets and assumed liabilities, these amounts remain preliminary and subject to further adjustment during the measurement period.

Deposits – The fair values used for the demand and savings deposits equal the amount payable on demand at the Acquisition Date. The fair value of time deposits is estimated by discounting the estimated future cash flows using current rates offered for deposits with similar remaining maturities.

Borrowings – The fair value of FHLB advances was estimated by discounting the estimated future cash flows using rates currently available to the Company for debt with similar remaining maturities.

As a result of the integration of operations of FLIC, the Company recognized net interest income and net income of $61.7 million and $37.3 million, respectively, from the Acquisition Date through and including* December**31,* 2025 which is included in the Company’s Consolidated Statements of Income.

Costs related to the acquisition totaled $34.0 million for the year ended* December**31,* 2025. These amounts were expensed as incurred and are recorded as merger expenses in the Company’s Consolidated Statements of Income.

The following table presents unaudited supplemental pro forma information as if the merger had occurred on* January 1, 2024.The unaudited pro forma information includes adjustments for (i) accreting and amortizing the discounts and premiums associated with the estimated fair value adjustments to acquired loans, investment securities, deposits, and borrowings, (ii) the amortization of recognized intangible assets arising from the merger, (iii) depreciation expense on premises and equipment, and (iv) the related estimated income tax effects. The pro forma amounts below donot* reflect the Company's expectations as of the date of the pro forma information of further operating cost savings and other business synergies expected to be achieved, including revenue growth as a result of the merger. As a result, actual amounts differed from the unaudited pro forma information presented.

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Note3–** Earnings per Common Share**

FASB ASC260-10-45, “Earnings Per Share”, addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”). The restricted stock awards granted by the Company contain non-forfeitable rights to dividends and therefore are considered participating securities. Thetwo-class method for calculating basic EPS excludes dividends paid to participating securities and any undistributed earnings attributable to participating securities. Earnings per common share have been computed based on the following:

There wereno antidilutive common share equivalents as of* December 31, 2025,*2024 and2023.

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Note4–** Investment Securities**

The Company’s investment securities are classified as available-for-sale as of* December 31, 2025* and* December 31, 2024*. Investment securities available-for-sale are reported at fair value with unrealized gains or losses included in stockholders’ equity, net of tax. Accordingly, the carrying value of such securities reflects their fair value as of* December 31, 2025* and* December 31, 2024*. Fair value is based upon either quoted market prices, or in certain cases where there is limited activity in the market for a particular instrument, assumptions are made to determine their fair value. See Note21 of the Notes to Consolidated Financial Statements for a further discussion.

The following tables present information related to the Company’s portfolio of investment securities available-for-sale as of* December 31, 2025and2024*.

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Investment securities having a carrying value of approximately $771.2 million and $184.0 million as of* December 31, 2025and December 31, 2024,respectively, were pledged to secure public deposits, borrowings, Federal Reserve Discount Window borrowings and Federal Home Loan Bank advances and for other purposes required or permitted by law. As of December 31, 2025and December 31, 2024,there wereno holdings of securities of anyone* issuer, other than the U.S. Government and its agencies, in an amount greater than10% of stockholders’ equity.

The following table presents information for investment securities available-for-sale as of* December 31, 2025*, based on scheduled maturities. Actual maturities can be expected to differ from scheduled maturities due to prepayment or early call options of the issuer. Securitiesnot due at a single maturity date are shown separately.

There wereno gains/losses from the sales and/or redemptions of investment securities for the years ended* December 31, 2025,*2024 and2023.

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Impairment Analysis of Available-for-Sale Debt Securities

The following tables indicate gross unrealized losses for which an ACL hasnot been recorded, aggregated by investment category and by the length of continuous time individual securities have been in an unrealized loss position as of* December 31, 2025* and* December 31, 2024*.

The Company didnot have an ACL for available-for-sale securities as of* December 31, 2025.The Company has elected to exclude accrued interest from the amortized cost of its investment securities available-for-sale. Accrued interest receivable for investment securities available-for-sale for December 31, 2025and December 31, 2024*was $5.2 million and $2.3 million, respectively.

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The Company evaluates securities in an unrealized loss position for impairment related to credit losses on at least a quarterly basis. Securities in unrealized loss positions arefirst assessed as to whether we intend to sell, or if it is more likely thannot that we will be required to sell the security before recovery of its amortized cost basis. Ifone of the criteria is met, the security’s amortized cost basis is written down to fair value through current earnings. For securities that donot meet these criteria, the Company evaluates whether the decline in fair value resulted from credit losses or other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Unrealized losses on asset backed securities and state and municipal securities havenot been recognized into income because the issuers are of high credit quality, we donot intend to sell, and it is likely that we willnot be required to sell the securities prior to their anticipated recovery. The decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the securities. Any impairment that hasnot been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. No allowance for credit losses for available-for-sale securities was recorded as of* December 31, 2025.*

Federal agency obligations, residential mortgage-backed pass-through securities and commercial mortgage-backed pass-through securities are issued by U.S. Government agencies and U.S. Government sponsored enterprises. Although a government guarantee exists on these investments, these entities arenot legally backed by the full faith and credit of the federal government, and the current support they receive is subject to a cap as part of the agreement entered into in2008. Nonetheless, at this time we donot foresee any set of circumstances in which the government wouldnot fund its commitments on these investments as the issuers are an integral part of the U.S. housing market in providing liquidity and stability. Therefore, we concluded that azero-allowance approach for these investment securities is appropriate.

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Note5–** Loans and the Allowance for Credit Losses**

Loans Receivable**:The following table sets forth the composition of the Company’s loan portfolio segments, net of deferred fees, as of December 31, 2025 and* December 31, 2024*:

At* December 31, 2025* and* December 31,*2024, loan balances of approximately $8.2 billion and $5.8 billion, respectively, were pledged to secure borrowings from the FHLB of New York and the Federal Reserve Bank of New York in the aggregate. During2024, the Company took actions to increase its secured borrowing access and increase levels of off-balance sheet liquidity and as such increased the amount of loans pledged to each of these borrowing facilities.

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Loans Held-For-Sale:** The following table presents loans held-for-sale by loan segment as of December 31, 2025 and* December 31, 2024*:

Loans Receivable on Nonaccrual Status** -The following tables present the amortized cost basis of loans on nonaccrual status by loan segment as of December 31, 2025and2024:

Nonaccrual loans include loans that are collectively evaluated and individually analyzed.

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Credit Quality Indicators – The Company continuously monitors the credit quality of its loans receivable. In addition to its internal monitoring, the Company utilizes the services of athird-party loan review firm to periodically validate the credit quality of its loans receivable on a sample basis. Credit quality is monitored by reviewing certain credit quality indicators. Assets classified as “Pass” are deemed to possess average to superior credit quality, requiringno more than normal attention. Assets classified as “Special Mention” have generally acceptable credit quality yet possess higher risk characteristics/circumstances than satisfactory assets. Such conditions include strained liquidity, slow pay, stale financial statements, or other conditions that require more stringent attention from the lending staff. These conditions, ifnot corrected,* mayweaken the loan quality or inadequately protect the Company’s credit position at some future date. Assets are classified as “Substandard” if the asset has a well-defined weakness that requires management’s attention to a greater degree than for loans classified as special mention. Such weakness, if left uncorrected, could possibly result in the compromised ability of the loan to perform to contractual requirements. An asset is classified as “Doubtful” if it is inadequately protected by the net worth and/or paying capacity of the obligor or of the collateral, if any, that secures the obligation. Assets classified as doubtful include assets for which there is a “distinct possibility” that a degree of loss will occur if the inadequacies arenot* corrected.

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We evaluate whether a modification, extension or renewal of a loan is a current period origination in accordance with GAAP. Generally, loans up for renewal are subject to a full credit evaluation before the renewal is granted and such loans are considered current period originations for purpose of the table below. As of* December 31, 2025*, our loans based on year of origination and risk designation and gross charge-offs are as follows (dollars in thousands):

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As of* December 31, 2024,*our loans based on year of origination and risk designation and gross charge-offs are as follows (dollars in thousands):

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Collateral-dependent Loans - The following tables present the amortized cost basis of collateral-dependent loans by loan segment as of* December 31, 2025and2024:*

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Aging Analysis** – *The following tables present the aging of the amortized cost in past-due loans by loan segment as of December 31, 2025and December 31, 2024 (*dollars in thousands):

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The following tables detail the amount of gross loans that are individually analyzed, collectively evaluated, and loans acquired with deteriorated quality, and the related portion of the allowance for credit losses for loans that are allocated to each loan portfolio segment.

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A summary of the activity in the allowance for credit losses for loans by loan segment is as follows:

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Loan Modifications to Borrowers Experiencing Financial Difficulty:

The following table presents the amortized cost basis of loans to borrowers experiencing financial difficulty that were modified during the last12 months. The modification percentage represents the total modified loans as compared to the total gross loan balances as of* December 31, 2025.*

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the last12 months.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last12 months.

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The following table presents the amortized cost basis to borrowers experiencing financial difficulty that were modified during the last12 months. The modification percentage represents the total modified loans as compared to the total gross loan balances as of* December 31, 2024.*

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the last12 months.

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The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last12 months.

There wereno loans to borrowers experiencing financial difficulty that had a payment default during the year ended* December**31,* 2025 and* December 31, 2024and were modified in thetwelve* months prior to that default. Upon the Company’s determination that a modified loan (or portion of the loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged-off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

Allowance for Credit Losses for Unfunded Commitments

The Company has recorded an ACL for unfunded credit commitments, which is recorded in other liabilities. The provision is recorded within the provision for credit losses on the Company’s Consolidated Statement of Income. The following table presents the allowance for credit losses for unfunded commitments for the years ended* December 31, 2025and2024* (dollars in thousands):

Components of (Reversal of) Provision for Credit Losses

The following table summarizes the provision for (reversal of) provision for credit losses for the years ended* December 31, 2025and2024* (dollars in thousands):

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Note6 – Premises and Equipment

Premises and equipment are summarized as of* December 31, 2025and2024:*

Depreciation and amortization expense of premises and equipment was $6.1 million, $4.4 million and $4.5 million for2025,2024 and2023, respectively.

Finance Leases: The Company has a lease agreement for a building accounted for as a finance lease. The lease arrangement requires monthly payments through2028. As of* December 31, 2025,the weighted average remaining term for the finance lease was 2.9 years and the weighted average discount rate used in the measurement of finance lease liabilities was 6%. Total finance lease costs for the year ended December 31, 2025*were $0.3 million.

The Company has included this lease in premises and equipment as follows at* December 31, 2025and2024:*

The following is a schedule by year of future minimum lease payments under the finance lease, together with the present value of net minimum lease payments as of* December 31, 2025* (dollars in thousands):

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Note6 – Premises and Equipment– (continued)******

Operating Leases: The Company leases certain premises and equipment under operating leases. As of* December 31, 2025,the Company had lease liabilities totaling $32.4 million and right-of-use assets totaling $29.6 million. As of December 31, 2025,the weighted average remaining lease term for operating leases was 8.9 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.7%. Total operating lease costs for the year ended December 31, 2025*were $5.2 million.

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows:

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Note7 – Goodwill and Other Intangible Assets

The Company performs an annual impairment test as required by ASC350. For2025, management utilized the "step zero" qualitative assessment. This assessment evaluates whether it is more likely thannot that the fair value of a reporting unit is less than its carrying value.

Based upon management’s review through* December 31, 2025*, the Company concluded thatno impairment exists, the "step zero" test was passed, andno further quantitative testing was required.

Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the years ended* December 31, 2025and2024,* including adjustments related to the measurement period of prior acquisitions:

The adjustment was primarily driven by a finalization of deferred tax assets, including a $5.0 million increase from true-ups based on tax filings (decrease to goodwill), a $1.3 million increase from the application of the finalized 30.9% blended statutory tax rate (decrease to goodwill) and a $10.9 million valuation allowance related to Section382 limitations-including recognized built-in losses and net operating losses resulting from the completion of a formal limitation study and updated New York apportionment rates (increase to goodwill).

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Note7 – Goodwill and Other Intangible Assets– (continued)******

Acquired Intangible Assets

The following table summarizes the gross carrying amount, accumulated amortization, and net carrying amount of the Company’s core deposit intangibles as of the dates set forth below:

One core deposit intangible of $5.3 million in gross carrying value from a previous merger was fully amortized as of* December 31, 2024and isno* longer reflected in the financial statements.

Aggregate amortization expense was approximately $7.9 million, $1.2 million and $1.4 million for2025,2024 and2023, respectively. Estimated amortization expense for each of the nextfive years (dollars in thousands):

Note8–** Deposits**

Time Deposits

As of* December 31, 2025* and* December 31,2024, the Company's total time deposits were $2.8 billion and $2.6 billion, respectively. Included in time deposits were gross nonreciprocal brokered time deposits of $868.7 million and $907.2 million as of December 31, 2025and2024*, respectively. As of* December 31, 2025*, the contractual maturities of these time deposits were as follows (dollars in thousands):

Time deposits that are greater than or equal to*$250,000* were $948.9 million and $731.0 million as of* December 31, 2025and2024*, respectively.

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Note9 – FHLB Borrowings

The Company’s FHLB borrowings and weighted average interest rates are summarized below:

The FHLB borrowings are secured by pledges of certain collateral including, butnot limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifyingfirst lien mortgage loans, consisting of both residential mortgages and commercial real estate loans.

Advances are payable at stated maturity, with a prepayment penalty for fixed rate advances. All FHLB advances have fixed rates. The advances as of* December 31, 2025were primarily collateralized by approximately$3.9 billion of commercial mortgage and residential loans, net of required over collateralization amounts, under a blanket lien arrangement. As of December 31, 2025,*the Company had remaining borrowing capacity of approximately$2.0 billion at the FHLB.

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Note10 – Subordinated Debentures

During2003, the Company formed a statutory business trust, which exists for the exclusive purpose of (i) issuing Trust Securities representing undivided beneficial interests in the assets of the Trust; (ii) investing the gross proceeds of the Trust securities in junior subordinated deferrable interest debentures (subordinated debentures) of the Company; and (iii) engaging in only those activities necessary or incidental thereto. On* December 19, 2003,Center Bancorp Statutory Trust II, a statutory business trust and wholly-owned subsidiary of the Parent Corporation issued $5.0 million of MMCapS capital securities to investors due on January 23, 2034.The capital securities presently qualify as Tier I capital. The trust loaned the proceeds of this offering to the Company and received in exchange $5.2 million of the Parent Corporation’s subordinated debentures. The subordinated debentures are redeemable in whole or in part prior to maturity. The floating interest rate on the subordinate debentures was previouslythree*-month LIBOR plus 2.85% and reprices quarterly. Upon the cessation of publication of LIBOR rates and pursuant to the Federal LIBOR Act and Federal Reserve regulations implementing the Act, applicable US Dollar LIBOR indexed instruments like the Company’s outstanding $5.0 million of MMCapS capital securities converted effective* June 30, 2023to a new index based on CME Term SOFR, as defined in the LIBOR Act, plus a tenor spread adjustment, which is referred to as the Benchmark Replacement. Therefore, effective for quarterly interest rate resets after July 3, 2023the subordinated debentures’ floating rate will bethree*-month CME Term SOFR plus 2.85% plus a tenor spread adjustment of 0.26161%. The rate as of* December**31,* 2025 was 6.95%. These subordinated debentures and the related income effects arenot eliminated in the consolidated financial statements, as the statutory business trust isnot consolidated in accordance with FASB ASC810-10 "Consolidation". Distributions on the subordinated debentures owned by the subsidiary trust have been classified as interest expense in the Consolidated Statements of Income.

The following table summarizes the mandatory redeemable trust preferred securities of the Company’s Statutory Trust II as of* December 31, 2025* and* December 31, 2024*.

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Note10– Subordinated Debentures - (continued)******

On* May 15, 2025,the Parent Corporation issued $200 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the"2025* Notes"). The2025 Notes bear interest at 8.125% annually from, and including, the date of initial issuance up to but excluding* June 1, 2030or the date of earlier redemption, payable semi-annually in arrears on June 1and December 1of each year, commencing December 1, 2025.From and including June 1, 2030through maturity or earlier redemption, the interest rate shall reset quarterly to an interest rate per annum equal to a benchmark rate, which is Three-Month Term SOFR: (as defined in the Prospectus Supplement), plus 441.5 basis points, payable quarterly in arrears on March 1,** June 1,** September 1and December 1of each year, commencing on September 1, 2030.*Notwithstanding the foregoing, if the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.

On* June 10, 2020,the Parent Corporation issued $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the“2020* Notes”). The2020 Notes which were redeemed in full on* September 15, 2025,bore interest, since June 15, 2025,*at a variable rate equal to the then benchmark rate, which is Three-Month Term SOFR (as defined in the Second Supplemental Indenture), plus 560.5 basis points.

On* January 11, 2018,the Parent Corporation issued $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the“2018* Notes”). The2018 Notes bore interest at a rate that resets quarterly to an interest rate per annum equal to the then currentthree-month LIBOR rate plus 284 basis points (2.84%) payable quarterly in arrears. Interest on the2018 Notes was to be paid on* February 1,** May 1,** August 1,and November 1,of each year to but excluding the stated maturity date, unless in any case previously redeemed. The2018* Notes were redeemed in full on* February 1, 2023.*

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Note11 – Income Taxes

Pretax income and income tax expense from continuing operations were as follows:

Pretax income and income tax expense are derived solely from domestic operations.

The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the year ended* December 31, 2025:*

State taxes in New York and New Jersey made up the majority (greater than50 percent) of the tax effect in this category.

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Note11 – Income Taxes - (continued)**

The following table sets forth a reconciliation of the income tax expense computed at the U.S. federal statutory income tax rate to the Company's actual income tax expense for the periods indicated:

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Note11 – Income Taxes– (continued)******

Income taxes paid were as follows for the year ended* December 31, 2025:*

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at* December 31, 2025and2024* are as follows:

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Note11 – Income Taxes– (continued)******

In assessing the realization of deferred tax assets, management considers whether it is more likely thannot that some or all of the deferred tax assets will be realized. This assessment includes the evaluation of future taxable income, the scheduled reversal of deferred tax liabilities, and available tax planning strategies. In connection with the acquisition of FLIC, the Company obtained net operating loss carryforwards and other tax attributes that are subject to utilization limits under Internal Revenue Code Section382. These limits affect both realized and unrealized built-in losses and* mayrestrict the Company's ability to utilize these attributes during the carryforward period. Accordingly, management established a valuation allowance against the relevant acquired deferred tax assets based on its evaluation of their future realizability. Refer to Note2,* Business Combinations, for additional information regarding the FLIC acquisition. Aside from these acquired attributes, the Company believes its remaining net deferred tax assets are more likely thannot to be realized as of* December 31, 2025and as of December 31, 2024.The Company hasno* unrecognized tax benefits as of* December 31, 2025and as of December 31, 2024.*

The Company files income tax returns in multiple jurisdictions and is subject to examination by federal, state, and local taxing authorities. The Company regularly assesses developments in tax laws and regulations that* may*impact its effective tax rate and financial reporting. The Company’s federal income tax returns that are currently open and subject to examination are from the tax year 2022 return and forward. The Company’s state income tax returns are generally open from the tax year 2021 and forward based on individual state statutes of limitations.

As of* December 31, 2025,the Company had state net operating loss carryforwards of approximately $134 million, which expire at various dates from2041* through2045. Additionally, the Company generated Recognized Built-In Losses (RBILs) of $26.5 million which* maybe carried forward indefinitely for federal tax purposes and expire in2045* for the state tax purposes. The Company also had federal interest expense disallowance carryforwards of approximately $24.9 million, which* maybe carried forward indefinitely. These attributes are subject to utilization limits under Section382,* which is $9.7 million. A valuation allowance has been established solely against certain state net operating loss and state RBIL carryforwards that arenot more likely thannot to be realized before expiration or utilization.

Note12 – Preferred Stock

On* August 19, 2021,the Company completed an underwritten public offering of 115,000 shares, or $115 million in aggregate liquidation preference, of its depositary shares, each representing a 1/40th interest in a share of the Company’s 5.25% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value, with a liquidation preference of $1,000 per share. The net proceeds received from the issuance of preferred stock at the time of closing were $110.9 million. On September 1, 2026*the rate will reset to the Five-year Treasury rate plus 4.42%

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Note13 – Commitments, Contingencies and Concentrations of Credit Risk

In the normal course of business, the Company has outstanding commitments and contingent liabilities, such as standby and commercial letters of credit, unused portions of lines of credit and commitments to extend various types of credit. Commitments to extend credit and standby letters of credit generally donot exceedone year.

These financial instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated financial statements. The commitment or contract amount of these financial instruments is an indicator of the Company’s level of involvement in each type of instrument as well as the exposure to credit loss in the event of nonperformance by the other party to the financial instrument.

The Company controls the credit risk of these financial instruments through credit approvals, limits and monitoring procedures. To minimize potential credit risk, the Company generally requires collateral and other credit-related terms and conditions from the client. In the opinion of management, the financial condition of the Company willnot be materially affected by the final outcome of these commitments and contingent liabilities. A substantial portion of the Bank’s loans are secured by real estate located in New Jersey and New York. Accordingly, the collectability of a substantial portion of the loan portfolio of the Bank is susceptible to changes in the metropolitan New York real estate market.

The following table provides a summary of financial instruments with off-balance sheet risk as of* December 31, 2025and2024*:

The Company is subject to claims and lawsuits that arise in the ordinary course of business. Based upon the information currently available in connection with such claims, it is the opinion of management that the disposition or ultimate determination of such claims willnot have a material adverse impact on the consolidated financial position, results of operations, or liquidity of the Company.

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Note14 – Transactions with Executive Officers, Directors and Principal Stockholders

Banking Transactions: The Company has had, and* may*be expected to have in the future, banking transactions in the ordinary course of business with its executive officers, directors, principal stockholders, their immediate families, and affiliated companies (collectively referred to as "related parties"). These transactions include loans and deposits maintained at the Company’s banking subsidiary.

Loans to Related Parties: Loans to related parties during the years ended* December 31, 2025and2024* are summarized as follows:

In the opinion of Management, these loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons. These transactions donot involve more than the normal risk of collectability or present other unfavorable features.

Deposits from Related Parties: Deposits from related parties as of* December 31, 2025and2024* were $70.2 million and $51.9 million, respectively. These deposits were received in the ordinary course of business on substantially the same terms as those prevailing at the time of comparable transactions with unrelated persons.

Non-Banking Transactions: The Company enters into certain business arrangements with entities owned or controlled by related parties.

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Note15 – Stockholders’** Equity and Regulatory Requirements**

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, 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 capital requirements can initiate regulatory action. The accumulated other comprehensive gain or loss on securities and derivatives isnot included in computing regulatory capital. Management believes as of* December 31, 2025*, the Bank and the Parent Corporation meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations providefive classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms arenot used to represent overall financial condition. If an institution is classified as adequately capitalized or lower, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is growth and expansion, and capital restoration plans are required. As of* December 31, 2025,and2024,* the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There areno conditions or events since that notification that management believes have changed the institution’s category.

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Note15 – Stockholders’ Equity and Regulatory Requirements**–** (continued)******

The following is a summary of the Bank’s and the Parent Corporation’s actual capital amounts and ratios as of* December 31, 2025and2024*, compared to the FRB and FDIC minimum capital adequacy requirements and the FDIC requirements for classification as a well-capitalized institution.

As of* December 31, 2025*, both the Company and Bank satisfy the capital conservation buffer requirements applicable to them. The lowest ratio at the Company is the Tier1 Risk-based Capital Ratio which was 2.72% above the minimum buffer ratio and, at the Bank, the lowest ratio was the Total Risk Based Capital Ratio which was 2.83% above the minimum buffer ratio.

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Note16 – Comprehensive Income

Total comprehensive income includes all changes in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s other comprehensive income is comprised of unrealized holding gains and losses on securities available-for-sale, unrealized gains and losses on cash flow hedges, obligations for defined benefit pension plan and an adjustment to reflect the curtailment of the Company’s defined benefit pension plan, each net of taxes.

The following table represents the reclassification out of accumulated other comprehensive (loss) income for the periods presented:

Accumulated other comprehensive loss as of* December 31, 2025and2024* consisted of the following:

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Note17 – Pension and Other Benefits

Defined Benefit Plans

The Company maintains a frozen, noncontributory pension plan covering employees of the Company prior to the merger with Legacy ConnectOne (“Legacy CNOB Plan”). The benefits are based on years of service and the employee’s compensation over the priorfive-year period. The plan’s benefits are payable in the form of aten-year certain and life annuity. The plan is intended to be a tax-qualified defined benefit plan under Section401(a) of the Internal Revenue Code. Payments* maybe made under the Pension Plan once attaining the normal retirement age of65* and are generally equal to44% of a participant’s highest average compensation over a5-year period.

FLIC Merger

In the FLIC merger, the Company acquired a defined benefit pension plan (“Legacy FLIC Plan” and, with the Legacy CNOB Plan, the “Plans”)) with a net funded status of $11.2 million as of the Acquisition Date. Former FLIC employees were eligible to participate in the Pension Plan after attaining 21 years of age and completing 12 full months of service. Pension benefits are generally based on a percentage of average annual compensation during the period of creditable service. FLIC historically made contributions to the Pension Plan which, when taken together with participant contributions equal to 2% of their compensation, will be sufficient to fund these benefits. The Bank’s funding method, the unit credit actuarial cost method, is consistent with the funding requirements of applicable federal laws and regulations which set forth both minimum required and maximum tax-deductible contributions. Employees became fully vested after four years of participation in the Pension Plan (no vesting occurs during thefour-year period). An internal management committee oversees the affairs of the pension plan and acts as named fiduciary.

Effective* September 30, 2025,the Company froze benefit accruals under the Legacy FLIC Plan for all participants. The freeze doesnot* affect retirees or vested benefits. The projected benefit obligation was remeasured using a discount rate of 5.41%, increasing the liability by $2.0 million. There wereno other changes in assumptions. The freezing of the plan also resulted in the removal of projected salary increase from the liability determination, resulting in a curtailment gain of $3.5 million recognized in Noninterest income during thethird quarter of2025. The plan’s funded status improved to 134%.

**Significant Actuarial Assumptions.**The following tables set forth the significant actuarial assumptions used to determine the benefit obligation at the Acquisition Date:

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**Plan Assets.The objective for the Plans assets is to generate long-term investment returns from both income and capital appreciation which outpaces the rate of inflation, while maintaining sufficient liquidity to ensure the Plan’s ability to pay all anticipated benefit and expense obligations when due. The Plans maymaintain a de minimis amount of cash equivalents, with the remaining assets allocated acrosstwo broadly-defined financial asset categories: (1) equity, both domestic and international; and (2) fixed income of various durations and issuer type. The goal of the equity allocation is to supplement the Bank’s contributions to the Plans when the Plans are underfunded and increase surplus when the Plans are overfunded. The fixed income component will include longer-duration bonds designed to match and hedge the characteristics of the Plans’ liabilities. Cash equivalents, under normal circumstances, will be temporary holdings for the purpose of paying expenses and monthly benefits.

For fixed income investments: (1) the minimum average credit quality shall be investment grade (Standard & Poor’s BBB or Moody’s Baa) or higher; and (2)no more than 5% of the portfolio* maybe invested in securities with ratings below investment grade, andnone* * may*be rated below investment grade at the time of purchase.

Reasonable precautions are taken to avoid excessive concentrations to protect the portfolio against unfavorable outcomes within an asset class. Specifically, the following guidelines are in place:

The portfolio will be rebalanced to the target asset allocation, if needed,no less often than quarterly. Unless expressly authorized in writing by the Committee, the following investing activities are prohibited:

The Plans actual asset allocations, target allocations and expected long-term rates of return by asset category at acquisition date are set forth in the following tables.

The ranges for the weighted average expected long-term rates of return for equity funds, bond funds and total plan assets set forth in the preceding table represent an average of all expected allocation percentile returns. For these purposes, the trustee utilizes athird-party capital markets model (the “model”), which forecasts distributions of future returns for a wide array of broad asset classes. The theoretical and empirical foundation of the model is that the returns of various asset classes reflect the compensation investors require for bearing different types of systematic risk. At the core of the model are estimates of the dynamic statistical relationship between risk factors and asset returns, obtained from statistical analysis based on available historical monthly financial and economic data.

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The following table sets forth changes in projected benefit obligation, changes in fair value of plan assets, funded status, and amounts recognized in the consolidated statements of condition for the Company’s pension plans as of* December 31, 2025and2024*.

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Amounts recognized as a component of accumulated other comprehensive loss as of the periods presented that havenot been recognized as a component of the net periodic pension expense for each of the plans are presented in the following table. As of* December 31, 2025,the Company expects to recognize approximately $0.6 million and $1.1 million of the net actuarial loss as a component of net periodic pension expense during2026* for the Legacy CNOB and Legacy FLIC plans, respectively.

The pre-tax, net periodic pension income and other comprehensive income for the years ended* December 31,*2025, 2024 and2023 for Company plans includes the following:

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** Note17 – Pension and Other Benefits–** (continued)******

The following table presents the weighted average assumptions used to determine the pension benefit obligations as of* December 31,*for the following periods.

The following table presents the weighted average assumptions used to determine net periodic pension cost for the followingthree years:

The process of determining the overall expected long-term rate of return on plan assets begins with a review of appropriate investment data, including current yields on fixed income securities, historical investment data, historical plan performance and forecasts of inflation and future total returns for the various asset classes. This data forms the basis for the construction of a best-estimate range of real investment returns for each asset class. A weighted average real-return range is computed reflecting the Plans' expected asset mix, and that range, when combined with an expected inflation range, produces an overall best-estimate expected return range. Specific factors such as the Plans' investment policy, reinvestment risk and investment volatility are taken into consideration during the construction of the best estimate real return range, as well as in the selection of the final return assumption from within the range.

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Plan Assets

The general investment policy of the Pension Trust is for the fund to experience growth in assets that will allow the market value to exceed the value of benefit obligations over time. The Company’s pension plan asset allocation as of* December 31, 2025and2024*, target allocation, and expected long-term rate of return by asset are as follows:

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The fair values of the Company’s pension plan assets as of* December 31, 2025and2024*, by asset class, are as follows:

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Fair Value of Plan Assets

The Company used the following valuation methods and assumptions to estimate the fair value of assets held by the plan (for further information on fair value methods, see Note21):

Equity securities and real estate funds: The fair values for equity securities and real estate funds are determined by quoted market prices, if available (Level1). For securities where quoted prices arenot available, fair values are calculated based on market prices of similar securities (Level2).

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Debt and fixed income securities: Certain debt securities are valued at the closing price reported in the active market in which the bond is traded (Level1). Other debt securities are valued based upon recent bid prices or the average of recent bid and asked prices when available (Level2) and, ifnot available, they are valued through matrix pricing models developed by sources considered by management to be reliable. Matrix pricing, which is a mathematical technique commonly used to price debt securities that arenot actively traded, values 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 (Level2). For securities where quoted prices or market prices of similar securities arenot available, fair values are calculated using discounted cash flows or other market indicators (Level3). Discounted cash flows are calculated using spread to continuous yield or quoted market pricing curves. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

The investment manager isnot authorized to purchase, acquire or otherwise hold certain types of market securities (subordinated bonds, real estate investment trusts, limited partnerships, naked puts, naked calls, stock index futures, oil, gas or mineral exploration ventures or unregistered securities) or to employ certain types of market techniques (margin purchases or short sales) or to mortgage, pledge, hypothecate, or in any manner transfer as security for indebtedness, any security owned or held by the Plan.

Cash Flows

Contributions

The Bank doesnot expect to make a contribution to either of the Plans: in2026.

Estimated Future Benefit Payments

The following benefit payments for the Legacy CNOB plan, which reflect expected future service, as appropriate, for the following years are as follows:

The following benefit payments for the Legacy FLIC plan, which reflect expected future service, as appropriate, for the following years are as follows:

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401(k) Plan

The Company maintains a401(k) plan to provide for defined contributions which covers substantially all employees of the Company. Beginning with the2014 plan year, the401(k) plan was amended to provide for a match of 50% of elective contributions, up to 6% of employee salaries. In2018, the401(k) plan was amended to provide for 100% matching of employee contributions up to 5% of employee salaries. For2025, 2024 and2023, employer contributions amounted to $3.1 million, $2.8 million and $2.6 million, respectively.

Supplemental Executive Retirement Plan (“SERP”)

During2019 and in2022, the Company adopted supplemental executive retirement plans (“SERP”) for the benefit of several of its executive officers. Each SERP is a non-qualified plan which provides supplemental retirement benefits to the participating officers of the Company. SERP compensation expense was $0.5 million, $1.2 million and $0.4 million for the years ended* December 31, 2025,** December 31, 2024and December 31, 2023,*respectively.

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Note18 – Stock Based Compensation

The Company’s stockholders approved the2017 Equity Compensation Plan (“the Plan”) on* May 23, 2017.The Plan eliminates all remaining issuable shares under previous plans and is the only outstanding plan as of December 31, 2025.On May 30, 2023,the Company's stockholders approved an amendment to the Plan that increased the maximum number of shares issuable to 1,200,000. Grants under the Plan can be in the form of stock options (qualified or non-qualified), restricted shares, deferred stock units or performance units. Shares available for grant and issuance under the Plan as of December 31, 2025* are approximately 169,899. The Company intends to issue all shares under the Plan in the form of newly issued shares.

As of both* December 31, 2025and December 31, 2024,the Company didnot have any outstanding stock options. Restricted stock and deferred stock units typically have athree-year vesting period startingone* year after the date of grant withone-third vesting each year. Restricted stock granted to new employees and board members* maybe granted with shorter vesting periods. Grants of performance units typically have a cliff vesting after three years or upon a change of control. All issuances are subject to forfeiture if the recipient leaves or is terminated prior to the awards vesting. Restricted shares have the same dividend and voting rights as common stock, while options, performance units and deferred stock units donot.*

All awards are issued at the fair value of the underlying shares at the grant date. The Company expenses the cost of the awards, which is determined to be the fair market value of the awards at the date of grant, ratably over the vesting period. Forfeiture rates arenot estimated but are recorded as incurred. Stock-based compensation expense was $4.6 million, $4.6 million and $4.9 million for the years ended* December 31, 2025,*2024 and2023, respectively.

Activity under the Company’s restricted shares for year ended* December 31, 2025* was as follows:

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Note18 – Stock Based Compensation– (continued)******

As of* December 31, 2025*, there was approximately $0.9 million of total unrecognized compensation cost related to nonvested restricted shares granted. The cost is expected to be recognized over a weighted average period of 1.1 years.

A summary of the status of unearned performance unit awards and the change during the period is presented in the table below:

As of* December 31, 2025,the specific number of shares related to performance units that were expected to vest was 216,151, determined by actual performance in consideration of the established range of the performance targets, which is consistent with the level of expense currently being recognized over the vesting period. Should this expectation change, additional compensation expense could be recorded in future periods or previously recognized expense could be reversed. As of December 31, 2025,the maximum number of performance units that ultimately could vest if performance targets were exceeded is 371,976. During the year ended December 31, 2025,43,331 shares vested. A total of 23,754 shares were netted from the vested shares to satisfy employee tax obligations. The net shares issued from vesting of performance units during the year ended December 31, 2025were 19,577 shares. As of December 31, 2025,compensation cost of approximately $2.0 million related to non-vested performance unitsnot* yet recognized is expected to be recognized over a weighted-average period of 1.7 years.

A summary of the status of unearned deferred stock units and the changes in deferred stock units during the period is presented in the table below:

Any shares cancelled would result in previously recognized expense being reversed. A portion of the shares that vest will be netted out to satisfy the tax obligations of the recipient. During the year ended* December 31, 2025,91,364 shares vested. A total of 48,743 shares were netted from the vested shares to satisfy employee tax obligations. The net shares issued from vesting of deferred stock units during the year ended December 31, 2025were 42,621 shares. As of December 31, 2025,*compensation cost of approximately $1.2 million related to non-vested deferred stock units,not yet recognized, is expected to be recognized over a weighted-average period of 1.4 years.

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Note19 – Dividends and Other Restrictions

Certain restrictions, including capital requirements, exist on the availability of undistributed net profits of the Bank for the future payment of dividends to the Parent Corporation. A dividend* may**not* be paid if it would impair the capital of the Bank. As of* December 31, 2025*, approximately $391.4 million was available for payment of dividends based on regulatory guidelines.

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Note20 – Derivatives

As part of our overall asset liability management and strategy the Company uses derivative instruments, which can include interest rate swaps, collars, caps, and floors. The notional amount doesnot represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual agreements. Derivative instruments are recognized on the balance sheet at their fair value and arenot reported on a net basis.

Derivatives Designated as Hedges

Subsequent changes in fair value for a hedging instrument that has been designated and qualifies as part of a hedging relationship are accounted for in the following manner:

1) Cash flow hedges: changes in fair value are recognized as a component in other comprehensive income

2) Fair value hedges: changes in fair value are recognized concurrently in earnings

As long as a hedging instrument is designated and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment,100% of the periodic changes in fair value of the hedging instrument are accounted for as outlined above. This is the case whether ornot economic mismatches exist in the hedging relationship. As a result, there isno periodic measurement or recognition of ineffectiveness. Rather, the full impact of hedge gains and losses is recognized in the period in which the hedged transactions impact earnings. The change in fair value of the hedging instrument that is included in the assessment of hedge effectiveness is presented in the same income statement line item that is used to present the earnings effect of the hedged item.

** Cash Flow Hedges**

The Company has entered into thirteen pay fixed-rate interest rate swaps, with a total notional amount of $700 million. These are designated as cash flow hedges of outstanding Federal Home Loan Bank advances. We are required to pay fixed rates of interest ranging from 0.63% to 3.72% and receive variable rates of interest that reset quarterly based on the daily compounding secured overnight financing rate (“SOFR”). The swaps carry expiration dates ranging from* March 2026to November 2028.The swaps are determined to be fully effective during the period presented and thereforeno* amount of ineffectiveness has been included in net income. Therefore, the aggregate fair value of the swap is recorded in other assets (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 hedgesno longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swaps.

The Company previously entered intotwo forward starting interest rate cap spread transactions,one with a total notional amount of $150 million, which became effective on* October 1, 2022and which matures in Octoberof2027* andone interest rate cap spread transaction, with a total notional amount of $75 million, which became effective in* November 2022and which matures in Novemberof2027.* These are designated as cash flow hedges of brokered certificates of deposit, and the interest rate cap spread is indexed to a benchmark of fed funds with payment required on a monthly basis. The structure of these instruments is such that the Company entered into a total of $225 million in notional amount of sold interest rate cap agreements, in which we are required to pay the counterparty an incremental amount if the index rate exceeds a set cap rate. Simultaneously, the Company purchased a total of $225 million notional amount of interest rate cap agreements in which we receive an incremental amount if the index rate is above a set cap rate.No payments are required if the index rate is at, or below, the cap rate on the sold or purchased interest rate cap agreements.

Interest income recorded on these swap and cap transactions totaled approximately $17.2 million, $21.8 million, and $20.2 million during2025, 2024, and2023 and is reported as a component of either interest expense on FHLB advances or brokered certificates of deposits.

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Note20 – Derivatives (continued)**

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 years ended* December 31, 2025* and* December 31, 2024*:

The following table reflects the cash flow hedges included in the Consolidated Statements of Condition as of* December 31, 2025* and* December 31, 2024*:

There wereno net gains (losses) recorded in accumulated other comprehensive income or in the Consolidated Statement of Income relating to cash flow derivative instruments for the years ended* December 31, 2025* and* December 31, 2024*.

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Note20 – Derivatives (continued)**

** Derivatives** Not Designated as Hedges

As part of the merger with FLIC, the Bank acquired interest rate swap agreements (each, a “back-to-back swap”) that arenot designated as hedging instruments. A back-to-back swap allows a borrower to effectively convert a variable rate loan to a fixed rate. The Bank originates a variable rate loan with a borrower and simultaneously enters into offsetting back-to-back swaps with the borrower and an unaffiliated dealer counterparty to minimize interest rate risk. In connection with each swap transaction, the Bank agrees to pay interest to the borrower on a notional amount at a variable interest rate and receives interest from the borrower on a similar notional amount at a fixed interest rate. Concurrently, the Bank agrees to pay the dealer counterparty the same fixed interest rate on the same notional amount and receives the same variable interest rate on the same notional amount. Because the Bank acts as an intermediary for its borrower, changes in the fair value of the underlying derivative contracts offset each other and donot impact the Bank’s results of operations.

The following table reflects the back-to-back swaps that arenot designated as hedging instruments as of* December**31,* 2025:

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Note21 – Fair Value Measurements and Fair Value of Financial Instruments

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

FASB ASC820-10, “Fair Value Measurements and Disclosures”, is the standard used to govern disclosures related to fair value measurements. FASB ASC820-10-05 defines fair value, establishes a framework for measuring fair value, establishes athree-level valuation hierarchy for disclosure of fair value measurements and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

FASB ASC820-10-65 provides additional guidance for estimating fair value in accordance with FASB ASC820-10-05 when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction isnot orderly.

FASB ASC820-10-05 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level1 measurements) and the lowest priority to unobservable inputs (Level3 measurements). Thethree levels of the fair value hierarchy under FASB ASC820-10-05 are as follows:

Level1:** Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level2:** Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level3:** Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (for example, supported with little orno market activity).

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following information shouldnot be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies* may**not* be meaningful.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis as of* December 31, 2025* and* December 31, 2024*:

Securities Available-for-Sale: Where quoted prices are available in an active market, securities are classified within Level1 of the valuation hierarchy. Level1 inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices arenot available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of instruments which would generally be classified within Level2 of the valuation hierarchy include municipal bonds and certain agency collateralized mortgage obligations. In certain cases where there is limited activity in the market for a particular instrument, assumptions must be made to determine the fair value of the instruments, and these are classified as Level3. When measuring fair value, the valuation techniques available under the market approach, income approach and/or cost approach are used. The Company’s evaluations are based on market data and the Company employs combinations of these approaches for its valuation methods depending on the asset class.

Derivatives: The fair value of derivatives is based on valuation models using observable market data as of the measurement date (level2). Our derivatives are traded in an over-the-counter market where quoted market prices arenot always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rate, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions andthird-party pricing services.

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For financial assets and liabilities measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used as of* December 31, 2025* and* December 31, 2024* are as follows:

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There wereno transfers between Level1, Level2 and Level3 during the years ended* December 31, 2025and2024*.

Assets Measured at Fair Value on a NonRecurring Basis

The Company* maybe required periodically to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or impairment write-downs of individual assets. The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis as of December 31, 2025* and* December 31, 2024*:

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Collateral Dependent Loans: The Company* mayrecord adjustments to the carrying value of loans based on fair value measurements, either as an individually evaluated allowance or as partial charge-offs of the uncollectible portions of these loans. Individually evaluated allowances are calculated in accordance with GAAP. Individually evaluated allowances are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the individually evaluated allowance amount applicable to that loan doesnot* necessarily represent the fair value of the loan. Real estate collateral is valued using independent appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable by market participants. However, due to the substantial judgment applied and limited volume of activity as compared to other assets, fair value is based on Level3 inputs. Estimates of fair value used for collateral supporting commercial loans generally are based on assumptionsnot observable in the marketplace and are also based on Level3 inputs.

For assets measured at fair value on a nonrecurring basis, the fair value measurements as of* December 31, 2025* and* December 31, 2024* are as follows:

Collateral dependent loans** -Collateral dependent loans as of December 31, 2025that required a valuation allowance were $0.8 million with a related valuation allowance of $0.1 million. As of December 31, 2024 loans that required a valuation allowance were $4.7 million with a related valuation allowance of $1.1 million.

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Assets Measured With Significant Unobservable Level3 Inputs

Recurring basis

The tables below present a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level3) for the years ended* December 31, 2025* and year ended* December 31, 2024*:

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis as of* December 31, 2025* and* December 31, 2024*. The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level3 hierarchy.

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Non-recurring basis

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis for the periods presented. The tables below provide quantitative information about significant unobservable inputs used in fair value measurements within Level3 hierarchy.

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Fair Value of Financial Instruments

FASB ASC825-10 requires all entities to disclose the estimated fair value of their financial instrument assets and liabilities. For the Company, as for most financial institutions, the majority of its assets and liabilities are considered financial instruments as defined in FASB ASC825-10. Many of the Company’s financial instruments, however, lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. It is also the Company’s general practice and intent to hold its financial instruments to maturity andnot to engage in trading or sales activities except for loans held-for-sale and investment securities available-for-sale. Therefore, significant estimations and assumptions, as well as present value calculations, were used by the Company for the purposes of this disclosure.

Fair values for financial instruments must be estimated by management using techniques such as discounted cash flow analysis and comparison to similar instruments. These estimates are highly subjective and require judgments regarding significant matters, such as the amount and timing of future cash flows and the selection of discount rates that appropriately reflect market and credit risks. Changes in these judgments often have a material effect on the fair value estimates. Since these estimates are made as of a specific point in time, they are susceptible to material near-term changes. Fair values disclosed in accordance with ASC Topic825 donot reflect any premium or discount that could result from the sale of a large volume of a particular financial instrument, nor do they reflect possible tax ramifications or estimated transaction costs.

Cash and cash equivalents. The carrying amounts of cash and short-term instruments approximate fair values.

FHLB stock. It isnot practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

Loans. The fair value of portfolio loans, net is determined using an exit price methodology. The exit price methodology continues to be based on a discounted cash flow analysis, in which projected cash flows are based on contractual cash flows adjusted for prepayments for certain loan types (e.g.,residential mortgage loans and multifamily loans) and the use of a discount rate based on expected relative risk of the cash flows. The discount rate selected considers loan type, maturity date, a liquidity premium, cost to service, and cost of capital, which is a Level3 fair value estimate.

**Deposits.**The carrying amounts of deposits withno stated maturities (i.e., noninterest-bearing, savings, NOW, and money market deposits) are assigned fair values equal to the carrying amounts payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows using estimated rates currently offered for alternative funding sources of similar remaining maturity.

Term Borrowings and Subordinated Debentures. The fair value of the Company’s long-term borrowings and subordinated debentures were calculated using a discounted cash flow approach and applying discount rates currently offered based on weighted remaining maturities.

**Accrued Interest Receivable/Payable.**The carrying amounts of accrued interest approximate fair value resulting in a Level2 or Level3 classification based on the level of the asset or liability with which the accrual is associated.

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The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of* December 31, 2025* and* December 31, 2024*:

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The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, considering the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of commitments to originate loans is immaterial andnot included in the tables above.

Changes in assumptions or estimation methodologies* may*have a material effect on these estimated fair values.

The Company’s remaining assets and liabilities, which arenot considered financial instruments, havenot been valued differently than has been customary with historical cost accounting.No disclosure of the relationship value of the Company’s core deposit base is required by FASB ASC825-10.

Fair value estimates are based on existing balance sheet financial instruments, without attempting to estimate the value of anticipated future business and the value of assets and liabilities that arenot considered financial instruments. For example, there are certain significant assets and liabilities that arenot considered financial assets or liabilities, such as the brokerage network, deferred taxes, premises and equipment, and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and havenot been considered in the estimates.

Management believes that reasonable comparability between financial institutions* may**not* be likely, due to the wide range of permitted valuation techniques and numerous estimates which must be made, given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values.

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Note22 – Parent Corporation Only Financial Statements

The Parent Corporation operates its wholly-owned subsidiary, the Bank. The earnings of this subsidiary are recognized by the Parent Corporation using the equity method of accounting. Accordingly, earnings are recorded as increases in the Parent Corporation’s investment in the subsidiaries and dividends paid reduce the investment in the subsidiaries. The ability of the Parent Corporation to pay dividends will largely depend upon the dividends paid to it by the Bank. Dividends payable by the Bank to the Parent Corporation are restricted under supervisory regulations (see Note19 of the Notes to Consolidated Financial Statements).

Condensed financial statements of the Parent Corporation only are as follows:

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Note22 – Parent Corporation Only Financial Statements–** (continued)**

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Note23 – Quarterly Financial Information of ConnectOne Bancorp, Inc. (unaudited)

Note: Per share amounts for the quarters* may**not* add to the annual total due to the impact of the FLIC merger on the weighted average shares outstanding during the year.

Note: The sum of the quarterly earnings per share amounts for2024 doesnot equal the annual earnings per share due to rounding differences. .

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Note24 – Segment Information

The Company's reportable segment is determined by the Chief Executive Officer, who is designated the Chief Operating Decision Maker ("CODM"), based upon information about the Company's products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business (such as branches and subsidiary banks), which are then aggregated if operating performance, products/services, and customers are similar. The CODM will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provision for credit losses, and payroll provide the significant expenses in the banking operation. All operations are domestic.

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Accounting policies for segments are the same as those described in Note1a. Segment performance is evaluated using consolidated Bank net income. Information reported internally for performance assessment by the CODM follows, inclusive of reconciliations of significant segment totals to the financial statements:

*Other segment items for the consolidated Bank include expenses for occupancy and equipment, FDIC insurance, professional and consulting, marketing and advertising, information technology and communications, restructuring and exit charges, merger expenses, branch closing expenses and other expenses.

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