Amalgamated Financial Corp.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 5, 2026
AMAL$49.56+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-06.
0001823608-25-000015
Item 7.Report of Independent Registered Accounting Firm,Current report: 10-K
Period ended 2025-12-31; filed 2026-03-05.
0001823608-26-000048
Item 7.Report of Independent Registered Accounting Firm,The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 264 previous paragraphs and 296 current paragraphs.
193 unchanged; 53 reworded; 37 added; 17 removed; 1 previous and 13 current paragraphs rearranged.
Tables are not compared: 54 previous and 60 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (37)
Current report
For loans with a payment delay, there wasone C&I loan in which the interest was deferred and added to the principal balance as part of the modification. The other loan was a Multifamily loan in which a payment was deferred over the remaining life of twenty-four months.
Current report
One C&I loan was modified during this period that had a payment default. The other loan modifications had no delinquencies during the year ended December 31, 2025.
Current report
During the year ended December 31, 2025, in connection with the transition to a new ACL software vendor, the Company refined certain methodologies, assumptions, and model inputs used in its ACL calculation as follows:
Current report
•Continued to use a discounted cash flow ("DCF") methodology for all segments except consumer solar loans, with expected losses estimated using probability of default and loss given default assumptions derived from peer historical data.
Current report
•Performed an annual refresh of the loss drivers and key assumptions for the DCF methodology, including peer groups per segment, macroeconomic variables, and prepayment speeds, within the model.
Current report
•Developed new assumptions for the DCF methodology, related to curtailment rate and recovery lag period, that are required for the operation of the model within the new software.
Current report
•Updated the reasonable and supportable forecast period for the DCF methodology to four quarters.
Current report
•Introduced the WARM method for consumer solar loans which forecasts losses based on the Company's own historical loss data for the portfolio segment, applied over the weighted average remaining maturity of the portfolio segment.
Current report
These enhancements did not have a material impact on the Company’s financial statements.
Current report
Pretax income is entirely related to domestic activities, the Company did not have any foreign operations.
Current report
The following table discloses income taxes paid (net of refunds) for each annual period presented, disaggregated by domestic federal and state for the years ended December 31, 2025, 2024, and 2023.
Current report
The following table discloses a reconciliation of the beginning and ending amount of unrecognized tax benefit.
Current report
Of the amounts presented in the table, zero, $0.7 million, and $2.4 million represents the amount of unrecognized tax position that, if recognized, would favorably affect the effective income tax rate in future periods as of December 31, 2025, 2024, and 2023, respectively.
Current report
The following table presents the future estimated benefit payments for the next five years and thereafter as of December 31, 2025:
Current report
As of December 31, 2025, there was $10.1 million of total unrecognized compensation cost related to the non-vested RSUs. The
Current report
A summary of the status of the Company’s PRSUs as of December 31, 2025 is as follows:
Current report
As of December 31, 2025, there was $8.0 million of total unrecognized compensation cost related to the non-vested PRSUs. The weighted average period to recognize unrecognized compensation is 1.3 years. The Company repurchased 27,942 shares and 45,301 shares for PRSUs vested during the year ended December 31, 2025 and 2024, respectively.
Current report
During the year ended December 31, 2025, the Company awarded 25,418 additional shares related to the performance achievement of corporate goals above target at a weighted average fair value of $8.84 per share. Included in these awards was 12,851 shares with a grant date fair market value of $17.48, and 12,567 shares that were based on market-conditions in which the achievement of the goal did not result in additional expense to the Company. Compensation expense attributable to the vesting of the performance shares was $0.2 million.
Current report
During the year ended December 31, 2025, the Company granted 59,415 PRSUs at target achievement of the Company's corporate goals at a weighted average fair value of $36.78 per share which vest subject to the achievement of the Company’s corporate goals. The corporate goals are based on the achievement of a target increase in Tangible Book Value, adjusted for certain factors, and the Company's relative total shareholder return compared to a group of peer banks.
Current report
Under the BDSPP, the deferred bonus DSUs represent the employee's earned bonus which is 100% vested. The employer match DSUs are subject to certain vesting conditions, including years of employment and retirement age. These awards accrue dividends which are reinvested into additional shares of the Company stock and payable at separation. The DSUs do not provide voting rights.
Current report
A summary of the status of the Company’s DSUs as of December 31, 2025 is as follows:
Current report
As of December 31, 2025, there was $0.5 million of total unrecognized compensation cost related to the non-vested DSUs. The weighted average period to recognize unrecognized compensation is 0.9 years.
Current report
Compensation expense attributable to the employee RSUs, PRSUs, and DSUs was $6.0 million, $5.0 million, and $4.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. Compensation expense attributable to director RSUs was $0.9 million, $0.5 million, and $0.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, and is included in "Other expense" on the Consolidated Statements of Income.
Current report
(1)Appraisals of collateral are obtained from independent appraisers which includes unobservable inputs such as adjustments such as capitalization rates, vacancy rates, and other assumptions. Appraisals are adjusted for estimated costs to sell of 10%.
Current report
During the fourth quarter of 2025, the Company funded $2.4 million to Greenskies Clean Energy LLC as a solar tax equity investment. As part of this investment agreement, the Company committed to additional fundings of $5.6 million which is recognized as a liability on the balance sheet given this future event is unconditional and legally binding.
Current report
During the year ended December 31, 2025, the Company entered into afifteen-year lease agreement, following asixteen-month base rent abatement period, for the Company's headquarters. The base rent amount for the premises commences at $6.2 million per annum and is escalated by approximately 9% on the fifth anniversary of rent commencement and by an additional approximately 8% on the tenth anniversary of rent commencement. The lease is not set to commence until the Company moves to the new premises in 2026.
Current report
For additional disclosures related to commitments for investment obligations related to tax credit investments, see Note 15.
Current report
The following table shows the cash flows related to the total income tax benefits presented in the line items in the Consolidated Statements of Cash Flows for investments accounted for using the PAM:
Current report
Allowance for Credit Losses for Loans – Conceptual Design and Qualitative Factors
Current report
The ACL model, for portfolios other than the consumer solar loan portfolio segment, calculates the quantitative component of the ACL using a discounted cash flow methodology that utilizes a peer group by segment to develop periodic default rates, and statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of that peer group of banks. Forecasted economic conditions are then utilized to determine future expected credit losses based on expected future behavior of the same macro-economic variables. Expected credit losses are estimated over the contractual term of the loans, adjusted for forecasted prepayments when appropriate. The ACL model for the consumer solar loan portfolio calculates the quantitative component of the ACL using a weighted average remaining maturity model that utilizes the Company’s historical loss rates and forecasts those losses over the weighted average remaining maturity of the portfolio.
Current report
◦Management’s judgments in the design of the new discounted cash flow ACL model, including the selection of the macroeconomic variables and the translation of peer loss data within the regression modeling.
Current report
◦Management’s review of the results of the third-party model validation.
Current report
◦Evaluation, with the assistance of internal specialists, of the reasonableness of management’s judgments related to the conceptual design of the new discounted cash flow ACL model, including the selection of the macroeconomic variables and the translation of peer loss data within the regression modeling.
Removed paragraphs (17)
Previous report
Within the table above is an $8.2 million multifamily loan that was in the process of being refinanced at December 31, 2024, and has been included as 30-89 days past due as it was past the maturity date. This loan was subsequently refinanced and is performing in accordance with the updated terms.
Previous report
Within the table above is a $12.0 million multifamily loan that was in the process of being refinanced at December 31, 2023, and has been included as 30-89 days past due as it was past the maturity date. This loan was subsequently refinanced and is performing in accordance with the updated terms.
Previous report
Twelve loans were permanently modified during the year ended December 31, 2023. Three loans that were modified during the year had a payment default during the year ended December 31, 2023.
Previous report
Future estimated benefit payments are expected to be approximately $0.3 million per annum during the period 2025 through 2034.
Previous report
A summary of the status of the Company’s performance-based RSUs as of December 31, 2024 follows:
Previous report
During the year ended December 31, 2024, the Company granted 36,737 and 29,654 performance-based RSUs at a fair value of $23.20 and $23.18 per share, respectively, which vest subject to the achievement of the Company’s corporate goal for thethree-year period from January 1, 2024 to December 31, 2026. The corporate goal is based on the Company achieving a target increase in Tangible Book Value, adjusted for certain factors. The minimum and maximum awards that are achievable are 0 and 99,587 shares, respectively.
Previous report
During the year ended December 31, 2024, the Company granted 69,343 market-based RSUs at a fair value of $22.21 per share which vest subject to the Bank’s relative total shareholder return compared to a group of peer banks over athree-year period from March 1, 2024 to February 28, 2027. The minimum and maximum awards that are achievable are 0 and 104,015 shares, respectively.
Previous report
During the year ended December 31, 2024, the Company granted awarded 4,423 shares at a fair value of $14.97 per share, respectively, related to the vesting of performance-based RSUs to satisfy the achievement of corporate goals above target. Compensation expense attributable to the vesting of these shares was $66 thousand.
Previous report
Of the 540,057 unvested RSUs as of December 31, 2024, the minimum units that will vest, solely due to a service test, are 297,817. The maximum units that will vest, assuming the highest payout on performance and market-based units, are 661,177.
Previous report
Compensation expense attributable to the employee RSUs was $5.0 million, $4.2 million, and $2.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. The Company recorded an expense of $0.5 million, $0.5 million, and $0.5 million attributable to RSUs granted to directors for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, there was $15.2 million of total unrecognized compensation cost related to the non-vested RSUs granted to employees and directors. This expense may increase or decrease depending on the expected number of performance-based shares to be issued. This expense is expected to be recognized over 1.1 years.
Previous report
•Other borrowings - Other borrowings are valued using a present value technique that incorporates current rates offered by the FRB for advances of comparable remaining maturity. Other borrowings are categorized as Level 2.
Previous report
Change in Accounting Principle
Previous report
As discussed in Notes 1, 2, and 5 to the financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2023 due to the adoption of Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The Company adopted the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles.
Previous report
Allowance for Credit Losses for Loans – Qualitative Factors
Reworded paragraphs (53)
Previous wording
Included in commercial and industrial loans are government guaranteed loans with a balance of $198.5 million at December 31, 2024 and $225.6 million at December 31, 2023. Due to these loans being fully guaranteed by the United States government, no allowance for credit losses is recorded in relation to these loans at December 31, 2024 or December 31, 2023.
Current wording
Included in commercial and industrial loans are government guaranteed loans with a balance of $204.9 million at December 31, 2025 and $198.5 million at December 31, 2024. Due to these loans being fully guaranteed by the United States government, no allowance for credit losses is recorded in relation to these loans at December 31, 2025 or December 31, 2024.
Previous wording
The following table presents information regarding loan modifications granted to borrowers experiencing financial difficulty during the year ended December 31, 2023:
Current wording
For the year ended December 31, 2025, six loan modifications were made to borrowers experiencing financial difficulty. The following table presents information regarding loan modifications granted to borrowers experiencing financial difficulty during the year ended December 31, 2025:
Previous wording
The following table presents information regarding loan modifications granted to borrowers experiencing financial difficulty during the year ended December 31, 2024:
Current wording
For the year ended December 31, 2024, six loan modifications were made to borrowers experiencing difficulty. The following table presents information regarding loan modifications granted to borrowers experiencing financial difficulty during the year ended December 31, 2024:
Previous wording
Six loans were permanently modified during the year ended December 31, 2024. One CRE loan andone C&I loan were modified during the year had a payment default during the year ended December 31, 2024.
Current wording
One CRE andone C&I loans were modified during this period that had a payment default. The other loan modifications had no delinquencies during the year ended December 31, 2024.
Previous wording
As of December 31, 2024 and December 31, 2023, mortgage loans with an unpaid principal balance of $2.45 billion and $2.35 billion, respectively, were pledged to the FHLBNY to secure outstanding advances, letters of credit and to provide additional borrowing potential.
Current wording
As of December 31, 2025 and December 31, 2024, mortgage loans with an unpaid principal balance of $2.33 billion and $2.45 billion, respectively, were pledged to the FHLBNY to secure outstanding advances, letters of credit, and to provide additional borrowing potential.
Previous wording
The Company had $1.9 million and $2.2 million of loans to related parties and affiliates as of December 31, 2024 and December 31, 2023, respectively.
Current wording
The Company had $1.5 million and $1.9 million of loans to related parties and affiliates as of December 31, 2025 and December 31, 2024, respectively.
Previous wording
As of December 31, 2024 and December 31, 2023, Loans Held for Sale ("LHFS") on the Consolidated Statements of Financial Condition was $37.6 million and $1.8 million, respectively. Included in LHFS were certain non-performing loans of $4.9 million and $1.0 million as of December 31, 2024 and December 31, 2023, respectively. In addition, at December 31, 2024, there was a pool of $31.4 million performing residential loans in loans held-for-sale that are expected to close in the first quarter of 2025. Remaining loans in both periods were related to residential loans originated for sale.
Current wording
As of December 31, 2025 and December 31, 2024, Loans Held for Sale ("LHFS") on the Consolidated Statements of Financial Condition was $2.8 million and $37.6 million, respectively. Included in LHFS were certain non-performing loans of $0.9 million and $4.9 million as of December 31, 2025 and December 31, 2024, respectively. Included in LHFS balance at December 31, 2024 was a pool of $36.6 million residential loans that were sold in the quarter ended March 31, 2025. Remaining loans in both periods were related to residential loans originated for sale.
Previous wording
Depreciation and amortization expense charged to operations amounted to $3.2 million, $3.5 million, and $3.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Current wording
Depreciation and amortization expense charged to operations amounted to $3.0 million, $3.2 million, and $3.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Previous wording
Time deposits greater than $250,000 totaled $48.5 million as of December 31, 2024 and $42.2 million as of December 31, 2023.
Current wording
Time deposits greater than $250,000 totaled $51.7 million as of December 31, 2025 and $48.5 million as of December 31, 2024.
Previous wording
From time to time the Company will issue time deposits through the Certificate of Deposit Account Registry Service (“CDARS”) for the purpose of providing FDIC insurance to bank customers with balances in excess of FDIC insurance limits. CDARS deposits totaled approximately $104.9 million and $63.1 million as of December 31, 2024 and December 31, 2023, respectively, and are included in Time deposits above.
Current wording
From time to time the Company will issue time deposits through the Certificate of Deposit Account Registry Service (“CDARS”) for the purpose of providing FDIC insurance to bank customers with balances in excess of FDIC insurance limits. CDARS deposits totaled approximately $61.2 million and $104.9 million as of December 31, 2025 and December 31, 2024, respectively, and are included in Time deposits above.
Previous wording
Our total deposits included deposits from Workers United and its related entities, a related party, in the amounts of $71.2 million as of December 31, 2024 and $56.4 million as of December 31, 2023.
Current wording
Our total deposits included deposits from Workers United and its related entities, a related party, in the amounts of $98.0 million as of December 31, 2025 and $71.2 million as of December 31, 2024.
Previous wording
Included in total deposits are state and municipal deposits totaling $62.6 million and $51.9 million as of December 31, 2024 and December 31, 2023, respectively. Such deposits are secured by letters of credit issued by the FHLBNY or by securities pledged with the FHLBNY.
Current wording
Included in total deposits are state and municipal deposits totaling $104.2 million and $62.6 million as of December 31, 2025 and December 31, 2024, respectively. Such deposits are secured by letters of credit issued by the FHLBNY or by securities pledged with the FHLBNY.
Previous wording
Interest expense on subordinated debt for the years ended December 31, 2024, 2023, and 2022 was $2.4 million, $2.7 million, and $2.7 million, respectively.
Current wording
As of December 31, 2025 and December 31, 2024, the subordinated debt was $63.8 million and $63.7 million, respectively. Interest expense on subordinated debt for the years ended December 31, 2025, 2024, and 2023 was $2.2 million, $2.4 million, and $2.7 million, respectively.
Previous wording
During the year ended December 31, 2024, 2023 and 2022, the Company repurchased subordinated notes with a par value of $7.0 million, $7.5 million and $6.3 million, for cash paid of $5.9 million, $6.0 million and $5.6 million, respectively.
Current wording
During the year ended December 31, 2025 the Company didnot repurchase any subordinated notes. During the year ended December 31, 2024 and 2023, the Company repurchased subordinated notes with a par value of $7.0 million and $7.5 million, for cash paid of $5.9 million and $6.0 million, respectively.
Previous wording
Gains on repurchases of subordinated debt for the year ended December 31, 2024, 2023 and 2022, were $1.1 million, $1.4 million and $0.6 million, respectively, and are recorded in Non-interest income - other on the consolidated statements of income.
Current wording
Gains on repurchases of subordinated debt for the year ended December 31, 2025, December 31, 2024, and 2023, were zero, $1.1 million and $1.4 million, respectively, and are recorded in Non-interest income - other on the consolidated statements of income.
Previous wording
FHLBNY advances are collateralized by the FHLBNY stock owned by the Bank plus a pledge of other eligible assets comprised of securities and mortgage loans. Assets are pledged as collateral for borrowing capacity. As of December 31, 2024, the value of the other eligible assets had an estimated market value net of haircut totaling $2.04 billion (comprised of securities of $379.6 million and mortgage loans of $1.66 billion). The fair value of assets pledged to the FHLBNY is required to be not less than 110% of the outstanding advances. There were $250.7 million in outstanding FHLBNY advances as of December 31, 2024 and $4.4 million in outstanding FHLBNY advances as of December 31, 2023. As of December 31, 2024, we had a $10.7 million of FHLBNY advances due in 2025 through the 0% Development Advance Program that provides members with subsidized funding in the form of interest rate credits to assist in originating loans or purchasing loans or investments that meet one of the eligibility criteria. Additionally, there were $240.0 million of FHLBNY overnight contractual maturity borrowings with a 4.69% interest rate. The Company pledged PACE assessments which qualified under the Climate Development Advance and therefore will receive interest rate credits and will not incur any interest expense related to the current outstanding advances. For the years ended December 31, 2024, 2023, and 2022, interest expense on FHLBNY advances was $0.3 million and $5.4 million, and $4.7 million, respectively.
Current wording
FHLBNY advances are collateralized by the FHLBNY stock owned by the Bank plus a pledge of other eligible assets comprised of securities and mortgage loans. Assets are pledged as collateral for borrowing capacity. As of December 31, 2025, the value of the other eligible assets had an estimated market value net of haircut totaling $1.98 billion (comprised of securities of $318.4 million and mortgage loans of $1.66 billion). As of December 31, 2024, the value of the other eligible assets had an estimated market value net of haircut totaling $2.04 billion (comprised of securities of $379.6 million and mortgage loans of $1.66 billion). The fair value of assets pledged to the FHLBNY is required to be not less than 110% of the outstanding advances. There were $5.8 million in outstanding FHLBNY advances as of December 31, 2025 and $250.7 million in outstanding FHLBNY advances as of December 31, 2024. As of December 31, 2025 and December 31, 2024, we had $5.8 million and $10.7 million, respectively, of FHLBNY advances through the 0% Development Advance Program that provides members with subsidized funding in the form of interest rate credits to assist in originating loans or purchasing loans or investments that meet one of the eligibility criteria. The Company pledged PACE assessments which qualified under the Climate Development Advance and therefore will receive interest rate credits and will not incur any interest expense related to the current outstanding advances. For the years ended December 31, 2025, 2024, and 2023, interest expense on FHLBNY advances was $0.7 million and $0.3 million, and $5.4 million, respectively.
Previous wording
In addition to FHLBNY advances, the Company uses other borrowings for short-term borrowing needs. Federal funds lines of credit are extended to the Company by non-affiliated banks with which a correspondent banking relationship exists. At December 31, 2024, and December 31, 2023 there wasno outstanding balance related to federal funds purchased. In addition, following the bank failures in 2023, the Federal Reserve created a new Bank Term Funding Program ("BTFP") as an additional source of liquidity against high-quality securities, offering loans of up to one year to eligible institutions pledging qualifying assets as collateral. At December 31, 2024, BTFP ceased extending new borrowings, and as such, there wasno outstanding borrowings. At December 31, 2023, there was an outstanding borrowings balance of $230.0 million related to the BTFP due in 2024 with a weighted average rate of 4.50%. For the years ended December 31, 2024, 2023, and 2022, interest expense on BTFP balances was $2.7 million, $7.6 million, andzero, respectively.
Current wording
In addition to FHLBNY advances, the Company uses other borrowings for short-term borrowing needs. Federal funds lines of credit are extended to the Company by non-affiliated banks with which a correspondent banking relationship exists. At December 31, 2025, and December 31, 2024 there wasno outstanding balance related to federal funds purchased. In addition, following the bank failures in 2023, the Federal Reserve created a new Bank Term Funding Program ("BTFP") as an additional source of liquidity against high-quality securities, offering loans of up to one year to eligible institutions pledging qualifying assets as collateral. During the year ended December 31, 2024, BTFP ceased extending new borrowings, and as such, there wasno further outstanding borrowings. For the years ended December 31, 2024, and 2023, interest expense on BTFP balances was $2.7 million, and $7.6 million, respectively.
Previous wording
As of December 31, 2024 the Company had remaining state net operating loss carryforwards of approximately $6.1 million which are available to offset future state income and which expires in 2035.
Current wording
As of December 31, 2025 the Company had remaining state net operating loss carryforwards of approximately $4.2 million which are available to offset future state income and which expires in 2035.
Previous wording
The Company and its subsidiaries are subject to Federal, New York State, California, Colorado, District of Columbia, Florida, New Jersey, Massachusetts, Minnesota, North Carolina, Pennsylvania, Virginia and New York City income taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination; with a tax examination presumably to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of The Company had an uncertain tax liability related to on-going tax examinations regarding inventory of prior net operating losses of $0.9 million and $2.7 million at December 31, 2024 and December 31, 2023. The Company believes that it is reasonably possible these examinations will be resolved in 2025.
Current wording
The Company and its subsidiaries are subject to income tax in the U.S. and multiple states and local jurisdictions. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination; with a tax examination presumably to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company had an uncertain tax liability related to on-going tax examinations regarding inventory of prior net operating losses of $0.9 million at December 31, 2024. During 2025, the Company settled its uncertain tax liability with respect to the prior net operating losses with the relevant tax authorities. The Company no longer maintains any uncertain tax liability by the end of 2025.
Previous wording
As of December 31, 2024, the Company is generally subject to possible examination by federal, state, and local taxing authorities for 2021 and subsequent tax years. Income tax receivable, which is included in other assets, totaled $17.9 million and $8.0 million as of December 31, 2024 and 2023, respectively.
Current wording
As of December 31, 2025, the Company is generally subject to possible examination by federal, state, and local taxing authorities for 2022 and subsequent tax years. Income tax receivable, which is included in other assets, totaled $9.1 million and $17.9 million as of December 31, 2025 and 2024, respectively.
Previous wording
Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to participation rights in undistributed earnings. Our time-based and performance-based restricted stock units are not considered participating securities as they do not receive dividend distributions until satisfaction of the related vesting requirements. As of December 31, 2024 and December 31, 2023, the Company had 342 and 3,233 anti-dilutive shares, respectively.
Current wording
Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to participation rights in undistributed earnings. Our time-based and performance-based restricted stock units are not considered participating securities as they do not receive dividend distributions until satisfaction of the related vesting requirements. As of December 31, 2025 and December 31, 2024, the Company had 5,379 and 342 anti-dilutive shares, respectively.
Previous wording
During the year ended December 31, 2024, the Company's Board of Directors approved a non-qualified Bonus Deferral And Stock Purchase Plan ("BDSPP") to provide for a bonus deferral opportunity with matching benefits to certain executives. The plan allows for participating executives to defer up to 100% of their annual incentive plan bonus in the form of “deferred stock units” ("DSUs") which will convert to shares issuable upon the earliest to occur of the executive’s separation from service (including death), a change of control or a qualifying financial emergency. The Company will match 100% up to 35% of any deferred bonus, in the form of additional DSUs credited to participants' plan accounts. Executives are required to elect their deferral amount prior to the start of the performance year. Notwithstanding the foregoing, for the first plan year ended December 31, 2024, the deferral limit was 50% (not 100%) of the annual incentive plan bonus (and any matching amounts will be
Current wording
During the year ended December 31, 2024, the Company's Board of Directors approved a non-qualified Bonus Deferral And Stock Purchase Plan ("BDSPP") to provide for a bonus deferral opportunity with matching benefits to certain executives. The plan allows for participating executives to defer up to 100% of their annual incentive plan bonus in the form of “deferred stock units” ("DSUs") which will convert to shares issuable upon the earliest to occur of the executive’s separation from service (including death), a change of control or a qualifying financial emergency. The Company will match 100% up to 35% of any deferred bonus, in the form of additional DSUs credited to participants' plan accounts. Executives are required to elect their deferral amount prior to the start of the performance year. Notwithstanding the foregoing, for the first plan year ended December
Previous wording
awarded when the annual bonus is determined for such year). For the year ended December 31, 2024, executive bonus expense has been accrued as part of the annual incentive accruals.
Current wording
31, 2024, the deferral limit was 50% (not 100%) of the annual incentive plan bonus (and any matching amounts will be awarded when the annual bonus is determined for such year). Executive bonus expense is accrued as part of the annual incentive accruals.
Previous wording
The following table summarizes the components of net periodic benefit cost and other amounts recognized inother comprehensive income:
Current wording
The following table summarizes the components of net periodic benefit cost and other amounts recognized inother comprehensive income during the year:
Previous wording
The Company has granted stock options in previous years to employees and directors. As of December 31, 2020, all options have vested and are exercisable at the option of the vested holders until the termination of each tranche after 10 years from the grant date or earlier if the employee or director has changed their employment status. The Company does not currently have an active stock option plan that is available for issuing new options.
Current wording
The Company granted stock options in previous years to employees and directors. As of December 31, 2020, all options had vested and were exercisable at the option of the vested holders until the termination of each tranche after 10 years from the grant date or earlier if the employee or director has changed their employment status. As of December 31, 2025, there are no outstanding options. The Company does not currently have an active stock option plan that is available for issuing new options.
Previous wording
A summary of the status of the Company’s options as of December 31, 2024 follows:
Current wording
A summary of the status of the Company’s options as of December 31, 2025 is as follows:
Previous wording
There wereno options compensation costs to employees and directors for the year ended December 31, 2024 and December 31, 2023 as all options had been fully expensed as of December 31, 2020. The fair value of all awards outstanding as of December 31, 2024 and December 31, 2023 was $2.1 million and $4.7 million, respectively. No cash was received for options exercised in the years ended December 31, 2024 and December 31, 2023.
Current wording
As noted above, there wasno compensation cost attributable to the options for the year ended December 31, 2025 and December 31, 2024 as all options had been fully expensed as of December 31, 2020. The fair value of all awards outstanding as of December 31, 2025 and December 31, 2024 waszero and $2.1 million, respectively. No cash was received for options exercised in the years ended December 31, 2025 and December 31, 2024.
Previous wording
The Company repurchased 128,530 shares and 55,881 shares for options exercised in the years ended December 31, 2024 and December 31, 2023, respectively.
Current wording
The Company repurchased 47,384 shares and 128,530 shares for options exercised in the years ended December 31, 2025 and December 31, 2024, respectively.
Previous wording
The Amalgamated Financial Corp. 2023 Equity Incentive Plan (the “Equity Plan”) provides for the grant of stock-based incentive awards to employees and directors of the Company. The number of shares of common stock of the Company available for stock-based awards in the Equity Plan is 1,300,000 of which 866,875 shares were available for issuance as of December 31, 2024.
Current wording
The Amalgamated Financial Corp. 2023 Equity Incentive Plan (the “Equity Plan”) provides for the grant of stock-based incentive awards to employees and directors of the Company. The number of shares of common stock of the Company available for stock-based awards in the Equity Plan is 1,300,000 of which 564,288 shares were available for issuance as of December 31, 2025.
Previous wording
RSUs represent an obligation to deliver shares to an employee or director at a future date if certain vesting conditions are met. RSUs are subject to a time-based vesting schedule, the satisfaction of performance conditions, or the satisfaction of market conditions, and are settled in shares of the Company’s common stock. RSUs do not provide dividend equivalent rights from the date of grant and do not provide voting rights. RSUs accrue dividends based on dividends paid on common shares, but those dividends are paid in cash upon satisfaction of the specified vesting requirements on the underlying RSU.
Current wording
Restricted stock units ("RSUs") represent an obligation to deliver shares to an employee or director at a future date if certain vesting conditions are met. These awards are subject to a time-based vesting schedule and are settled in shares of the Company’s common stock. These awards do not provide dividend equivalent rights from the date of grant and do not provide voting rights. Unvested awards accrue dividends based on dividends paid on common shares, but those dividends are paid in cash upon satisfaction of the specified vesting requirements on the underlying award.
Previous wording
A summary of the status of the Company’s time-based vesting RSUs as of December 31, 2024 follows:
Current wording
A summary of the status of the Company’s time-based vesting RSUs as of December 31, 2025 is as follows:
Previous wording
The Company repurchased 63,636 shares and 58,942 shares for RSUs vested in the years ended December 31, 2024 and 2023, respectively.
Current wording
weighted average period to recognize unrecognized compensation is 1.2 years. The Company repurchased 49,807 shares and 18,335 shares for RSUs vested during the year ended December 31, 2025 and 2024, respectively.
Previous wording
As of December 31, 2024, the Company reserved 363,360 shares for issuance upon vesting of performance-based RSUs assuming the Company’s employees achieve the maximum share payout.
Current wording
As of December 31, 2025, the Company reserved an additional 125,414 shares for issuance upon vesting of PRSUs assuming the Company achieves the maximum share payout.
Previous wording
The Compensation and Human Resources Committee of the Board of Directors (the "Committee") has the right to amend the ESPP without the approval of our stockholders; provided, that no such change may impair the rights of a participant with respect to any outstanding offering period without the consent of such participant, other than a change determined by the Committee to be necessary to comply with applicable law. A participant may not dispose of shares acquired under the ESPP untilsix months following the grant date of such shares, or any earlier date as of which the Committee has determined that the participant would qualify for a hardship distribution from the Company’s 401(k) Plan. Accordingly, the fair value award associated with their discounted purchase price is expensed at the time of purchase. We started with 500,000 shares available for purchase at plan inception in 2022. As of December 31, 2024, we have 397,316 shares of remaining shares available for the purchase under ESPP. The expense related to the discount on purchased shares for the year ended December 31, 2024, December 31, 2023 and December 31, 2022 was $93.4 thousand, $120.5 thousand and $99.6 thousand, respectively, and is recorded within compensation and employee benefits expense on the Consolidated Statements of Income.
Current wording
The Compensation and Human Resources Committee of the Board of Directors (the "Committee") has the right to amend the ESPP without the approval of our stockholders; provided, that no such change may impair the rights of a participant with respect to any outstanding offering period without the consent of such participant, other than a change determined by the Committee to be necessary to comply with applicable law. A participant may not dispose of shares acquired under the ESPP untilsix months following the grant date of such shares, or any earlier date as of which the Committee has determined that the participant would qualify for a hardship distribution from the Company’s 401(k) Plan. Accordingly, the fair value award associated with their discounted purchase price is expensed at the time of purchase. The Company started with 500,000 shares available for purchase at plan inception in 2022. As of December 31, 2025, the Company has 372,382 shares of remaining shares available for the purchase under ESPP. The expense related to the discount on purchased shares for the year ended December 31, 2025, December 31, 2024 and December 31, 2023 was $101.7 thousand, $93.4 thousand and $120.5 thousand, respectively, and is recorded within compensation and employee benefits expense on the Consolidated Statements of Income.
Previous wording
•Loans receivable – Loans are valued using a present value technique that incorporates management’s assumptions as to what a market participant would assume given the attributes of the loans. The observable U.S. Treasury yield curve is a significant input to the valuation. Assumptions, including prepayment speeds and credit spreads, are based on observable market data where possible or alternatively are based on terms currently offered on loans to borrowers of similar credit quality. The methods used to estimate the fair value of loans are extremely sensitive to the assumptions and estimates used. While management has attempted to use assumptions and estimates that best reflect the Company’s loan portfolio and current market conditions, a greater degree of subjectivity is inherent in these values than in those determined in active markets. Loans would generally be categorized as Level 3.
Current wording
Loans receivable – Loans are valued using a present value technique that incorporates management’s assumptions as to what a market participant would assume given the attributes of the loans. The observable U.S. Treasury yield curve is a significant input to the valuation. Assumptions, including prepayment speeds and credit spreads, are based on observable market data where possible or alternatively are based on terms currently offered on loans to borrowers of similar credit quality. The methods used to estimate the fair value of loans are extremely sensitive to the assumptions and estimates used. While management has attempted to use assumptions and estimates that best reflect the Company’s loan portfolio and current market conditions, a greater degree of
Previous wording
The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements and to add stability to net interest income. To accomplish this objective, the Company has entered into interest rate cash flow hedges as part of its interest rate risk management strategy. As of December 31, 2024, the Company hadone interest rate swap with a notional value of $100.0 million andtwo interest rate option contracts with a floor with notional value of $165.0 million, in total three hedging floating-rate available for sale securities.
Current wording
The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements and to add stability to net interest income. To accomplish this objective, the Company has entered into interest rate cash flow hedges as part of its interest rate risk management strategy. As of December 31, 2025, the Company hadfive interest rate option contracts with a floor with notional value of $465.0 million, hedging floating-rate available for sale securities.
Previous wording
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest income in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are received on the Company’s variable-rate securities. During the next twelve months, the Company estimates that an additional $235.3 thousand will be reclassified as a reduction in interest income.
Current wording
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest income in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are received on the Company’s variable-rate securities. During the next twelve months, the Company estimates that an additional $130.7 thousand will be reclassified as a reduction in interest income.
Previous wording
The Company did not terminate any derivatives during the year ended December 31, 2024. There were no derivatives during the year ended December 31, 2023.
Current wording
The Company did not terminate any derivatives during the year ended December 31, 2025 and 2024, respectively. There were no derivatives during the year ended December 31, 2023.
Previous wording
Included in the above table are extensions of credit to related parties and affiliates. As of December 31, 2024, the Company had $70.0 million of lines of credit and $0.3 million of standby letters of credit. As of December 31, 2023, the Company had $73.0 million of lines of credit and $0.3 million of standby letters of credit.
Current wording
Included in the above table are extensions of credit to related parties and affiliates. As of December 31, 2025, the Company had $70.0 million of lines of credit and $0.3 million of standby letters of credit. As of December 31, 2024, the Company had $70.0 million of lines of credit and $0.3 million of standby letters of credit.
Previous wording
The Company reserves for the credit risk inherent in off balance sheet credit commitments. Upon adoption of ASU 2016-13 on January 1, 2023, the Day 1 adjustment to allowance for credit losses on off-balance sheet credit exposures was $2.7 million. This allowance, which is included in other liabilities, amounted to approximately $4.1 million as of December 31, 2024, compared to a reserve of $4.2 million as of December 31, 2023. The provision for credit losses related to off balance sheet credit commitments was a recovery of $50.0 thousand and $61.1 thousand for the year ended December 31, 2024 and December 31, 2023, respectfully. The expense related to off balance sheet credit commitments in other non-interest expense was an expense of $91.1 thousand for the year ended December 31, 2022.
Current wording
The Company reserves for the credit risk inherent in off balance sheet credit commitments. Upon adoption of ASU 2016-13 on January 1, 2023, the Day 1 adjustment to allowance for credit losses on off-balance sheet credit exposures was $2.7 million. This allowance, which is included in other liabilities, amounted to approximately $2.8 million as of December 31, 2025, compared to a reserve of $4.1 million as of December 31, 2024. The provision for credit losses related to off balance sheet credit commitments was a recovery of $1.4 million, $50.0 thousand and $61.1 thousand for the year ended December 31, 2025, December 31, 2024 and 2023, respectively.
Showing the first 40 of 53 pairs. Open the source sections for the rest.
Rearranged current paragraphs (13)
Current report — wording carried from elsewhere
Performance-based restricted stock units ("PRSUs") represent an obligation to deliver shares to an employee at a future date if certain vesting conditions are met. These awards are subject to the satisfaction of performance conditions or the satisfaction of market conditions, and are settled in shares of the Company’s common stock. These awards do not provide dividend equivalent rights from the date of grant and do not provide voting rights. Unvested awards accrue dividends based on dividends paid on common shares, but those dividends are paid in cash upon satisfaction of the specified vesting requirements on the underlying award. PRSUs are granted at target shares. The minimum and maximum awards that are achievable are 0% and 150%, respectively, of the target shares granted.
Current report — wording carried from elsewhere
subjectivity is inherent in these values than in those determined in active markets. Loans would generally be categorized as Level 3.
Current report — wording carried from elsewhere
Notes to the Consolidated Financial Statements
Current report — wording carried from elsewhere
Notes to the Consolidated Financial Statements
Current report — wording carried from elsewhere
Notes to the Consolidated Financial Statements
Current report — wording carried from elsewhere
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Current report — wording carried from elsewhere
Management estimates the allowance for credit losses on each loan pool using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.
Current report — wording carried from elsewhere
•Testing the effectiveness of controls over the evaluation of the conceptual design of the new discounted cash flow ACL model and the evaluation of the qualitative factors, including controls addressing:
Current report — wording carried from elsewhere
◦Management’s reconciliation and testing of loan data inputs into the model.
Current report — wording carried from elsewhere
◦Management’s review and approval of the qualitative factors.
Current report — wording carried from elsewhere
•Substantively testing management’s process related to the conceptual design of the new discounted cash flow ACL model and determination of qualitative factors, which included:
Current report — wording carried from elsewhere
◦Evaluation of the relevance and reliability of data utilized in the model, including reconciliation and testing of loan data inputs.
Current report — wording carried from elsewhere
◦Evaluation of the reasonableness of management’s judgments related to qualitative factors to determine if they are calculated to conform with management’s policies.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
At December 31, 2023, there were no individually analyzed collateral-dependent loans.