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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

Commission file number 001-34096

Dime Community Bancshares, Inc.

(Exact name of registrant as specified in its charter)


New York		11-2934195
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

898 Veterans Memorial Highway, Suite 560, Hauppauge, NY		11788
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 537-1000

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.01 per share	DCOM	The Nasdaq Stock Market
Preferred Stock, Series A, par value $0.01 per share	DCOMP	The Nasdaq Stock Market
9.000% Subordinated Notes, par value $25.00	DCOMG	The Nasdaq Stock Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒	Accelerated filer ☐

Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2025 was approximately $1.08 billion based upon the $26.94 closing price on the NASDAQ National Market for a share of the registrant’s common stock on June 30, 2025.

Table of Contents

The registrant had 43,905,888 shares of common stock, $0.01 par value, outstanding as of February 13, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be distributed on behalf of the Board of Directors of Registrant in connection with the Annual Meeting of Shareholders to be held on May 28, 2026 and any adjournment thereof, are incorporated by reference in Part III.

Table of Contents

TABLE OF CONTENTS


		Page
	PART I
Item 1.	Business	5
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	22
Item 1C.	Cybersecurity	22
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	[Reserved]	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 8.	Financial Statements and Supplementary Data	47
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	100
Item 9A.	Controls and Procedures	100
Item 9B.	Other Information	100
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	101
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	102
Item 11.	Executive Compensation	102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	102
Item 13.	Certain Relationships and Related Transactions, and Director Independence	102
Item 14.	Principal Accounting Fees and Services	102
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	103
Item 16.	Form 10-K Summary	108
	Signatures	109

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Cautionary Note Regarding Forward-Looking Statements

This report contains statements relating to our future results (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of our management. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimated,” “assumes,” “likely,” and variations of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, possible or assumed estimates with respect to the financial condition, asset quality, expected or anticipated revenue, and results of operations and our business, including earnings growth; revenue growth in retail banking, lending and other areas; origination volume in the consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title insurance subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies. We claim the protection of the safe harbor for forward-looking statements contained in the PSLRA.

Forward-looking statements are based upon various assumptions and analyses made by Dime Community Bancshares, Inc. together with its direct and indirect subsidiaries, (the “Company”) in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond the Company’s control) that could cause actual conditions or results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, you should not place undue reliance on such statements. These factors include, without limitation, the following:

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increases in competitive pressure among financial institutions or from non-financial institutions;

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inflation and fluctuation in market interest rates, which may affect demand for our products, interest margins and the fair value of financial instruments;

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our net interest margin is subject to material short-term fluctuation based upon market rates;

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changes in deposit flows or composition, loan demand or real estate values;

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changes in the quality and composition of our loan or investment portfolios or unanticipated or significant increases in loan losses;

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changes in accounting principles, policies or guidelines;

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changes in corporate and/or individual income tax laws or policies;

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general socio-economic conditions, including conditions caused by public health emergencies, international conflict, inflation, and recessionary pressures, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry;

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legislative, regulatory or policy changes, including any changes in the monetary policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System;

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the imposition of tariffs and the responses of third parties thereto, which may increase inflationary pressures;

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changes in distribution of federal funds or freezing of federal funding or grants, which could have an adverse effect on the ability of consumers and businesses to pay debts or affect the demand for loans and deposits;

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the impact of any federal government shutdown, including our ability to effect sales of Small Business Administration (“SBA”) loans;

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technological changes;

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breaches or failures of the company’s information technology security systems;

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our ability to successfully execute strategic plans;

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the success of new business initiatives or the integration of any acquired entities;

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difficulties or unanticipated expenses incurred in the consummation of new business initiatives or the integration of any acquired entities;

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litigation or other matters before federal bank regulatory agencies (“Agencies”);

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the Company may be subject to other risks, as enumerated under Item 1A. Risk Factors in this Annual Report on Form 10-K and in quarterly and other reports filed by us with the Securities and Exchange Commission (“SEC”); and/or

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other unexpected material adverse changes in our financial condition, operations or earnings.

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The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

PART I

Item 1. Business

General

Dime Community Bancshares, Inc. (the “Company”) is engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank (the “Bank”). The Bank was established in 1910 and is headquartered in Hauppauge, New York. The Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank. The Company functions primarily as the holder of all of the Bank’s common stock. Our bank operations also include Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services.

For over a century, we have maintained our focus on building customer relationships in our market area. Our mission is to grow through the provision of exceptional service to our customers, our employees, and the community. We strive to achieve excellence in financial performance and build long-term shareholder value. We engage in providing full service commercial and consumer banking services, including accepting time, savings and demand deposits from the businesses, consumers, and local municipalities in our market area. These deposits, together with funds generated from operations and borrowings, are invested primarily in: (1) commercial real estate (“CRE”) loans; (2) multi-family mortgage loans; (3) residential mortgage loans; (4) secured and unsecured commercial and consumer loans; (5) home equity loans; (6) construction and land loans; (7) Federal Home Loan Bank (“FHLB”), Federal National Mortgage Association (“Fannie Mae”), Government National Mortgage Association (“Ginnie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) mortgage-backed securities, collateralized mortgage obligations and other asset backed securities; (8) U.S. Treasury securities; (9) New York State and local municipal obligations; (10) U.S. Government-sponsored enterprise (“U.S. GSE”) securities; and (11) corporate bonds. We also offer the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) programs, providing multi-millions of dollars of Federal Deposit Insurance Corporation (“FDIC”) insurance on deposits to our customers. In addition, we offer merchant credit and debit card processing, automated teller machines, cash and treasury management services, escrow account services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, and individual retirement accounts. We also offer investment services through Dime Financial Services LLC, which offers a full range of investment products and services through a third-party broker dealer. Through its title insurance subsidiary Dime Abstract, the Bank acts as a broker for title insurance services. Our customer base is comprised principally of small and medium sized businesses, municipal relationships and consumer relationships.

As of December 31, 2025, we operated 63 branch locations throughout Greater Long Island, the New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island and the Bronx, Westchester County, and New Jersey.

Human Capital Resources

Demographics and Culture

As of December 31, 2025, we employed 902 full-time equivalent employees. Our employees are not represented by a collective bargaining agreement. Our culture in the workplace encourages employees to care about each other, the communities they serve, and the work they do. We believe strong community ties, customer focus, accountability, and development of the communities in which we operate will have a favorable long-term impact on our business performance. Our employees are passionate and empowered to build relationships and provide customized banking solutions to the communities we serve. We believe in hiring well-qualified people from a wide range of backgrounds who align to values like integrity, innovation, and teamwork. As an equal opportunity employer, our decisions to select and promote employees are unbiased as we seek to build a diverse and inclusive team of employees.

Labor Policies and Benefits

We offer our employees a comprehensive benefits package that will support, maintain, and protect their physical, mental, and financial health. We sponsor various wellness programs that promote the health and wellness of our employees.

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Training, Development and Retention

We are committed to retaining employees by being competitive in providing cash and non-cash rewards, benefits, recognition, and professional development opportunities. We offer an 8-week summer internship program through local colleges that provide students with valuable experience in the professional fields they are considering as career paths. It also provides a post-graduation pipeline of future employees. In addition, we maintain equity incentive plans under which we may issue shares of our common stock. Refer to Note 17. “Stock-Based Compensation” of the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further details of our equity incentive plans. We promote career development and continuing education by offering internal training programs and tuition reimbursement for programs that develop skills related to our business.

Competition and Principal Market Areas

All phases of our business are highly competitive. We face direct competition from a significant number of financial institutions operating in our market area, many with a statewide or regional presence, and in some cases, a national presence. There is also competition for banking business from competitors outside of our market areas. Most of these competitors are significantly larger than us, and therefore have greater financial and marketing resources and lending limits than us. The fixed cost of regulatory compliance remains high for community banks as compared to their larger competitors that are able to achieve economies of scale. We consider our major competition to be local commercial banks as well as other commercial banks with branches in our market area. Other competitors include savings banks, credit unions, mortgage brokers and other financial services firms, such as investment and insurance companies. Increased competition within our market areas may limit growth and profitability. The title insurance subsidiary also faces competition from other title insurance brokers as well as directly from the companies that underwrite title insurance. In New York State, title insurance is obtained on most transfers of real estate and mortgage transactions.

Our principal market area is Greater Long Island, which includes the counties of Nassau and Suffolk, and New York City, which includes the five counties (boroughs) of New York (Manhattan), Kings, Queens, Richmond (Staten Island), and the Bronx. Industries represented across the principal market areas include retail establishments; construction and trades; restaurants and bars; lodging and recreation; professional entities; real estate; health services; passenger transportation; high-tech manufacturing; and agricultural and related businesses. Given its proximity, Long Island’s economy is closely linked with New York City’s and major employers in the area include municipalities, school districts, hospitals, and financial institutions.

Taxation

The Company, the Bank and its subsidiaries, report their income on a consolidated basis using the accrual method of accounting and are subject to federal taxation as well as income tax of the State and City of New York, the State of New Jersey and the State of Florida. The Bank is subject to income tax in the state of Florida due to employees working remotely in the state. In general, banks are subject to federal income tax in the same manner as other corporations. However, gains and losses realized by banks from the sale of available-for-sale securities are generally treated as ordinary income, rather than capital gains or losses. The taxation of net income is similar to federal taxable income subject to certain modifications.

Regulation and Supervision

Dime Community Bank

The Bank is a New York State-chartered trust company and a member of the Federal Reserve System (a “member bank”). The lending, investment, and other business operations of the Bank are governed by New York and federal laws and regulations. The Bank is subject to extensive regulation by the New York State Department of Financial Services (“NYSDFS”) and, as a member bank, by the Board of Governors of the Federal Reserve System (“FRB”). The Bank’s deposit accounts are insured up to applicable limits by the FDIC under its Deposit Insurance Fund (“DIF”), and the FDIC has certain regulatory authority as deposit insurer. A summary of the primary laws and regulations that govern the Bank’s operations are set forth below.

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Loans and Investments

The powers of a New York commercial bank (which include, for this purpose, trust companies such as the Bank) are established by New York law and applicable federal law. New York commercial banks have authority to originate and purchase any type of loan, including commercial, commercial real estate, residential mortgage, and consumer loans. Aggregate loans by a state commercial bank to any single borrower or group of related borrowers are generally limited to 15% of the Bank’s capital and surplus, plus an additional 10% if secured by specified readily marketable collateral.

Federal and state law and regulations limit the Bank’s investment authority. Generally, a state member bank is prohibited from investing in corporate equity securities for its own account other than the equity securities of companies through which the bank conducts its business. Under federal and state regulations, a New York state member bank may invest in investment securities for its own account up to a specified limit depending upon the type of security. “Investment securities” are generally defined as marketable obligations that are investment grade and not predominantly speculative in nature. Applicable regulations classify investment securities into five different types and, depending on its type, a state member bank may have the authority to deal in and underwrite the security. New York state member banks may also purchase certain non-investment securities that can be reclassified and underwritten as loans.

Lending Standards

The federal banking agencies adopted uniform regulations prescribing standards for extensions of credit that are secured by liens on interests in real estate or made for the purpose of financing the construction of a building or other improvements to real estate. Under these regulations, all insured depository institutions, like the Bank, adopted and maintain written policies that establish appropriate limits and standards for extensions of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate. These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and documentation, approval and reporting requirements. The real estate lending policies must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies that have been adopted by the federal bank regulators.

Federal Deposit Insurance

The Bank is a member of the DIF, which is administered by the FDIC. Our deposit accounts are insured by the FDIC. The deposit insurance available on all deposit accounts (for each depositor) is $250,000 per depositor for each account ownership category.

The FDIC assesses insured depository institutions to maintain the DIF. Under the FDIC’s risk-based assessment system, institutions deemed less risky pay lower assessments. Assessments for institutions with $10 billion or more of assets are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure. The assessment range (inclusive of possible adjustments specified by the regulations) for institutions with total assets of more than $10 billion is 2.5 to 42 basis points, effective January 1, 2023. In 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the DIF associated with the closures of Silicon Valley Bank and Signature Bank, which the Bank continues to pay.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order, rule or condition imposed by the FDIC. The Company does not know of any practice, condition or violation that might lead to termination of deposit insurance.

Capitalization

Federal regulations require FDIC-insured depository institutions, including state member banks, to meet several minimum capital standards: a common equity tier 1 capital to risk-based assets ratio of 4.5%, a tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8.0%, and a tier 1 capital to total assets leverage ratio of 4.0%. The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory

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amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”). Common equity tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity tier 1 and additional tier 1 capital. Additional tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes tier 1 capital (common equity tier 1 capital plus additional tier 1 capital) and tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock, mandatory convertible securities, and subordinated debt. Also included in tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of accumulated other comprehensive income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity tier 1 capital (including unrealized gains and losses on available-for-sale-securities). The Bank has exercised this opt-out election. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. Government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one-to-four family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.

Safety and Soundness Standards

Each federal banking agency, including the FRB, has adopted guidelines establishing general standards relating to internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees, and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder.

In 2016, the federal regulatory agencies approved a proposed joint rulemaking to implement Section 956 of the Dodd-Frank Act, which prohibits incentive-based compensation that encourages inappropriate risk taking. In May 2024, several federal banking agencies sought to re-propose the incentive compensation regulation, but the FRB did not adopt the 2024 proposal; in 2025, the FDIC withdrew its authorization for the proposal. In addition, the NYSDFS issued guidance applicable to incentive compensation in October 2016.

Prompt Corrective Action

Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, the statute establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.

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The FRB may order member banks which have insufficient capital to take corrective actions. For example, a bank which is categorized as “undercapitalized” would be subject to other growth limitations, would be required to submit a capital restoration plan, and a holding company that controls such a bank would be required to guarantee that the bank complies with the capital restoration plan. A “significantly undercapitalized” bank would be subject to additional restrictions. Member banks deemed by the FRB to be “critically undercapitalized” would generally be subject to the appointment of a receiver or conservator.

Under the prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized”: (1) a common equity tier 1 risk-based capital ratio of 6.5%; (2) a tier 1 risk-based capital ratio of 8.0%; (3) a total risk-based capital ratio of 10.0%; and (4) a tier 1 leverage ratio of 5.0%.

Dividends

Under federal law and applicable regulations, a New York state member bank may generally declare a dividend, without prior regulatory approval, in an amount equal to its year-to-date retained net income plus the prior two years’ retained net income that is still available for dividend. Dividends exceeding those amounts require application to and approval by the NYSDFS and FRB. In addition, a member bank may be limited in paying cash dividends if it does not maintain the capital conservation buffer described previously under “Capitalization.”

Liquidity

Pursuant to federal regulations, the Bank is required to maintain sufficient liquidity to ensure its safe and sound operation.

Branching

Subject to certain limitations, with approval of the FRB, New York state-chartered banks and trust companies can open their initial branches in other states by establishing a de novo branch at any location at which a bank chartered by that state could also establish a branch. Federal law also permits an interstate merger transaction involving the acquisition of a branch without the acquisition of the bank only if the law of the state in which the branch is located permits out-of-state banks to acquire a branch of a bank in such state without acquiring the bank.

Acquisitions

Under the federal Bank Merger Act, if the Bank is the resulting bank, prior approval of the FRB is required for the Bank to merge with or purchase the assets or assume the deposits of another insured depository institution. In reviewing applications seeking approval of merger and acquisition transactions, the FRB will consider, among other factors, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the CRA (see “Community Reinvestment”) and its compliance with fair housing and other consumer protection laws, and the effectiveness of the subject organizations in combating money laundering activities.

Privacy and Security Protection

The federal banking agencies have adopted regulations for consumer privacy protection that require financial institutions to adopt procedures to protect customers and their “non-public personal information.” The regulations require the Bank to disclose its privacy policy, including identifying with whom it shares “non-public personal information,” to customers at the time of establishing the customer relationship, and annually thereafter if there are changes to its policy. In addition, the Bank is required to provide its customers the ability to “opt-out” of: (1) the sharing of their personal information with unaffiliated third parties if the sharing of such information does not satisfy any of the permitted exceptions; and (2) the receipt of marketing solicitations from Bank affiliates.

The Bank is additionally subject to regulatory guidelines establishing standards for safeguarding customer information. The guidelines describe the federal banking agencies’ expectations for the creation, implementation and maintenance of an information security program, including administrative, technical and physical safeguards appropriate for the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended

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to ensure the security and confidentiality of customer records and information, and protect against anticipated threats or hazards to the security or integrity of such records and unauthorized access to or use of such records or information that could result in substantial customer harm or inconvenience.

Federal law additionally permits each state to enact legislation that is more protective of consumers’ personal information. There are periodically privacy bills considered by the New York legislature. Management of the Company cannot predict the impact, if any, of these bills if enacted.

Cybersecurity more broadly has become a focus of federal and state banking agencies, including during the regulators’ examinations. In March 2017, the NYSDFS issued regulations requiring financial institutions regulated by the NYSDFS, including the Bank, to, among other things, (i) establish and maintain a cybersecurity program designed to ensure the confidentiality, integrity and availability of their information systems; (ii) implement and maintain a written cybersecurity policy setting forth policies and procedures for the protection of their information systems and nonpublic information; and (iii) designate a Chief Information Security Officer (“CISO”). In November 2023, NYSDFS amended these regulations to include heightened governance requirements and an expansion of the breadth and depth of required policies and procedures, among other things.

Transactions with Affiliates and Insiders

Sections 23A and 23B of the Federal Reserve Act govern transactions between a member bank and its affiliates, which includes the Company. The FRB has adopted Regulation W, which comprehensively implements and interprets Sections 23A and 23B, and codifies prior FRB interpretations under those sections.

An affiliate of a bank includes, among other things, any company or entity that controls, is controlled by or is under common control with the bank. A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under federal law is generally not treated as an affiliate of the bank for the purposes of Sections 23A and 23B and Regulation W; however, the FRB has the discretion to treat subsidiaries of a bank as affiliates on a case-by-case basis. Section 23A and Regulation W limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such bank’s capital stock and surplus, and limit all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. Section 23A and Regulation W also require that all “covered transactions” be on terms that are consistent with safe and sound banking practices. The term “covered transaction” includes the making of loans, purchase of assets, issuance of guarantees and other similar types of transactions. Further, most loans by a bank to any of its affiliates must be secured by collateral in amounts ranging from 100 to 130 percent of the loan amounts. In addition, under Section 23B and Regulation W, bank transactions with affiliates, including “covered transactions,” sales of assets, and the furnishing of services, must be on terms that are substantially the same, or at least as favorable, to the bank as those prevailing at the time for comparable transactions with or involving a non-affiliate.

A bank’s loans to its affiliates and its affiliates’ executive officers, directors, any owner of more than 10% of its stock (each, an insider) and entities controlled by such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the FRB’s Regulation O implemented thereunder. Under these restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks. All loans by a bank to all insiders and insiders’ related interests in the aggregate may not exceed the bank’s unimpaired capital and unimpaired surplus. With certain exceptions, loans to an executive officer, other than loans for the education of the officer’s children and certain loans secured by the officer’s residence, may not exceed the greater of $25,000 or 2.5% of the bank’s unimpaired capital and unimpaired surplus, and in no event can be more than $100,000. Regulation O also requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the bank, with any interested director not participating in the voting, if such loan, when aggregated with any existing loans to that insider and the insider’s related interests, would exceed either $500,000 or the greater of $25,000 or 5% of the bank’s unimpaired capital and surplus. Generally, such loans must be made on substantially the same terms as, and follow credit underwriting procedures that are no less stringent than, those that are prevailing at the time for comparable transactions with other persons and must not present more than a normal risk of repayment or present other unfavorable features. An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the bank and that does not give any preference to insiders of the bank over other employees of the bank.

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Examinations and Assessments

The Bank is required to file periodic reports with and is subject to periodic examination by the NYSDFS and the FRB. Applicable laws and regulations generally require periodic on-site examinations and annual audits by independent public accountants for all insured institutions. The Bank is required to pay an annual assessment to the NYSDFS to fund its supervision.

Federal law provides that institutions with more than $10 billion in total assets, such as the Bank, are examined by the Consumer Financial Protection Bureau (“CFPB”) as to compliance with certain federal consumer protection and fair lending laws and regulations.

Community Reinvestment Act

Under the federal Community Reinvestment Act (“CRA”), the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the FRB, in connection with its examination of the Bank, to assess its record of meeting the credit needs of its community and to take that record into account in its evaluation of certain applications by the Bank. For example, the regulations specify that a bank’s CRA performance will be considered in its expansion (e.g., branching or mergers) proposals and may be the basis for approving, denying or conditioning the approval of an application. As of the date of its most recent CRA examination, on July 15, 2024, the Bank was rated “Outstanding” by the Federal Reserve Bank of New York.

New York law imposes a similar obligation on the Bank to serve the credit needs of its community. New York law contains its own community invested-related provisions, which are substantially similar to federal law.

The Bank Secrecy Act and USA PATRIOT Act

The Bank Secrecy Act (“BSA”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) require the Bank to implement a compliance program to detect and prevent money laundering, terrorist financing, and illicit financial activities. Together, the BSA and USA PATRIOT Act require the Bank to implement internal controls, conduct customer due diligence, maintain records, and file reports. The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls designed to combat money laundering activities in determining whether to approve a merger or other acquisition application. Accordingly, if the Bank engages in a merger or other acquisition, its controls designed to combat money laundering would be considered as part of the application process. The Bank has established policies, procedures and systems designed to comply with the BSA, USA PATRIOT Act, and regulations implemented thereunder.

Dime Community Bancshares, Inc.

The Holding Company, as a bank holding company controlling the Bank, is subject to the Bank Holding Company Act of 1956, as amended (“BHCA”), and the rules and regulations of the FRB under the BHCA applicable to bank holding companies. We are required to file reports with, and otherwise comply with the rules and regulations of the FRB.

The FRB previously adopted consolidated capital adequacy guidelines for bank holding companies structured similarly, but not identically, to those applicable to the Bank. The Dodd-Frank Act directed the FRB to issue consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. The FRB subsequently issued regulations amending its regulatory capital requirements to implement the Dodd-Frank Act as to bank holding company capital standards. Consolidated regulatory capital requirements identical to those applicable to the subsidiary banks applied to bank holding companies as of January 1, 2015. As is the case with institutions themselves, the capital conservation buffer was phased-in between 2016 and 2019. The Company met all capital adequacy requirements under the FRB’s capital rules on December 31, 2025.

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The policy of the FRB is that a bank holding company must serve as a source of strength to its subsidiary banks by providing capital, managerial and other support in times of distress. The Dodd-Frank Act and FRB regulations have codified the source of strength policy.

Under the prompt corrective action provisions of federal law, a bank holding company parent of an undercapitalized subsidiary bank is required to guarantee, within specified limits, the capital restoration plan that is required of an undercapitalized bank. If an undercapitalized bank fails to file an acceptable capital restoration plan or fails to implement an accepted plan, the FRB may prohibit the bank holding company parent of the undercapitalized bank from paying dividends or making any other capital distribution.

As a bank holding company, we are required to obtain the prior approval of the FRB to acquire more than 5% of a class of voting securities of any additional bank or bank holding company or to acquire all, or substantially all, the assets of any additional bank or bank holding company. In addition, bank holding companies may generally only engage in activities that are closely related to banking as determined by the FRB. Bank holding companies that meet certain criteria may opt to become a financial holding company and thereby engage in a broader array of financial activities. The Company has not elected to become a financial holding company.

FRB policy is that a bank holding company should pay cash dividends only to the extent that the company’s net income is sufficient to fund the dividends and the prospective rate of earnings retention that is consistent with the company’s capital needs, asset quality and overall financial condition. In addition, FRB guidance sets forth the supervisory expectation that bank holding companies will inform and consult with FRB staff in advance of issuing a dividend that exceeds earnings for the quarter and should inform the FRB and should eliminate, defer or significantly reduce dividends if (i) net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition, or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. Moreover, the guidance indicates that a bank holding company should notify the FRB in advance of declaring or paying a dividend that exceeds earnings for the period (e.g., quarter) for which the dividend is being paid or that could result in a material adverse change to the organization’s capital structure. FRB guidance also provides for consultation and nonobjection for material increases in the amount of a bank holding company’s common stock dividend.

Current FRB regulations provide that a bank holding company that is not well capitalized or well managed, as such terms are defined in the regulations, or that is subject to any unresolved supervisory issues, is required to give the FRB prior written notice of any repurchase or redemption of its outstanding equity securities if the gross consideration for repurchase or redemption, when combined with the net consideration paid for all such repurchases or redemptions during the preceding 12 months, will be equal to 10% or more of the company’s consolidated net worth. The FRB may disapprove such a repurchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice or violate a law or regulation. FRB guidance generally provides for bank holding company consultation with FRB staff prior to engaging in a repurchase or redemption of a bank holding company’s stock, even if a formal written notice is not required. The guidance provides that the purpose of such consultation is to allow the FRB to review the proposed repurchases or redemption from a supervisory perspective and possibly object.

The NYSDFS and FRB have extensive enforcement authority over the institutions and holding companies that they regulate to prohibit or correct activities that violate law, regulation or written agreements with the agencies or which are deemed to be unsafe or unsound banking practices. Enforcement actions may include: the appointment of a conservator or receiver for an institution; the issuance of a cease and desist order; the termination of deposit insurance; the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties; the issuance of directives to increase capital; the issuance of formal and informal agreements; the removal of or restrictions on directors, officers, employees and institution-affiliated parties; and the enforcement of any such mechanisms through restraining orders or other court actions. Any change in applicable New York or federal laws and regulations could have a material adverse impact on us and our operations and stockholders.

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We file certain reports with the SEC under the federal securities laws. Our operations are also subject to extensive regulation by other federal, state and local governmental authorities and the Company is subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of its operations. We believe that we are in substantial compliance, in all material respects, with applicable federal, state and local laws, rules and regulations. Because our business is highly regulated, the laws, rules and regulations applicable to it are subject to regular modification and change. There can be no assurance that laws, rules and regulations currently proposed, or any other laws, rules or regulations, will not be adopted in the future, which could make compliance more difficult or expensive or otherwise adversely affect our business, financial condition or prospects.

Other Information

Through a link on the Investor Relations section of our website of www.dime.com, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) for 15(d) of the Exchange Act, are made available, free of charge, as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Copies of such reports and other information also are available at no charge to any person who requests them or at www.sec.gov. Such requests may be directed to Dime Community Bancshares, Inc., Investor Relations, 898 Veterans Memorial Highway, Suite 560, Hauppauge, NY 11788, (631) 537-1000. Information on our website is not incorporated by reference and is not a part of this annual report on Form 10-K.

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Item 1A. Risk Factors

Risks Related to our Loan Portfolio

The concentration of our loan portfolio in loans secured by commercial, multi-family and residential real estate properties located in Greater Long Island and Manhattan could materially adversely affect our financial condition and results of operations if general economic conditions or real estate values in this area decline.

Unlike larger banks that are more geographically diversified, our loan portfolio consists primarily of real estate loans secured by commercial, multi-family and residential real estate properties located in Greater Long Island and Manhattan. The local economic conditions in Greater Long Island and Manhattan have a significant impact on the volume of loan originations and the quality of loans, the ability of borrowers to repay these loans, and the value of collateral securing these loans. A considerable decline in the general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact these local economic conditions and could negatively affect our financial condition and results of operations. Additionally, decreases in tenant occupancy may also have a negative effect on the ability of borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings.

The performance of our multi-family real estate loans could be adversely impacted by regulation.

Multi-family real estate loans generally involve a greater risk than residential real estate loans because of legislation and government regulations involving rent control and rent stabilization, which are outside the control of the borrower or the Bank, and could impair the value of the security for the loan or the future cash flow of such properties. For example, on June 14, 2019, the State of New York enacted legislation increasing the restrictions on rent increases in a rent-regulated apartment building, including, among other provisions, (i) repealing the vacancy bonus and longevity bonus, which allowed a property owner to raise rents as much as 20% each time a rental unit became vacant, (ii) eliminating high rent vacancy deregulation and high-income deregulation, which allowed a rental unit to be removed from rent stabilization once it crossed a statutory high-rent threshold and became vacant, or the tenant’s income exceeded the statutory amount in the preceding two years, and (iii) eliminating an exception that allowed a property owner who offered preferential rents to tenants to raise the rent to the full legal rent upon renewal. The legislation still permits a property owner to charge up to the full legal rent once the tenant vacates. As a result of this legislation as well as previously existing laws and regulations, it is possible that rental income might not rise sufficiently over time to satisfy increases in the loan rate at repricing or increases in overhead expenses (e.g., utilities, taxes, maintenance, etc.). For example, the New York City Rent Guidelines Board established the maximum rent increase on certain apartments at 3% for a one-year lease and 4.5% for a two-year lease, beginning on or after October 1, 2025 and through September 30, 2026. In addition, overhead (including maintenance) expenses often increase significantly during inflationary periods. Finally, if the cash flow from a collateral property is reduced (e.g., if leases are not obtained or renewed), the borrower’s ability to repay the loan and the value of the security for the loan may be impaired.

The recent election of Zohran Mamdani as Mayor of New York City introduces potential policy changes that could affect the city’s multifamily housing market. The administration has expressed support for rent freezes and expanded tenant protections, which, if enacted, may reduce rental income and property values across multifamily properties. These market dynamics could adversely impact the credit quality of our borrowers. Lower property cash flows may impair borrowers’ ability to service existing debt. In addition, a sustained decline in collateral values could elevate loan-to-value ratios and reduce recovery prospects in the event of foreclosure.

If we experience greater credit losses than anticipated, earnings may be adversely impacted.

As a lender, we are exposed to the risk that customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Additionally, at December 31, 2025, our portfolio of business loans totaled $3.24 billion, or 30.1% of our total loan portfolio, and our portfolio of non-owner occupied commercial real estate totaled $2.93 billion, or 27.3% of our total loan portfolio. We plan to continue to emphasize the origination of these types of loans, which generally expose us to a greater risk of nonpayment and loss than residential real estate loans because repayment of such loans often depends on the successful operations and income stream of the borrowers. Additionally, such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to consumer loans or residential real estate loans. Furthermore, these loans expose us to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically

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cannot be liquidated as easily as residential real estate. If we foreclose on these loans, our holding period for the collateral is typically longer than for a single or multi-family residential property because there are fewer potential purchasers of the collateral. Hence, we may experience significant credit losses, which could have a material adverse effect on our operating results.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the amount of the allowance for credit losses, we rely on loan quality reviews, our past loss experience and that of our peer group, and the accuracy of macro-economic forecasts over a reasonable and supportable forecast period, among other factors. If our assumptions prove to be incorrect, the allowance for credit losses may not be sufficient to cover expected losses in the loan portfolio, resulting in additions to the allowance for credit losses. Material additions to the allowance for credit losses through charges to earnings would materially decrease our net income.

Additionally, bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our results of operations and/or financial condition.

We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. With respect to the Bank, the NYSDFS, FRB, CFPB, the United States Department of Justice and other federal and state agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity and restrictions on expansion. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations.

If our regulators impose limitations on our commercial real estate lending activities, earnings could be adversely affected.

In 2006, the federal bank regulatory agencies (collectively, the “Agencies”) issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). Although the CRE Guidance did not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure may receive increased supervisory scrutiny where total non-owner-occupied CRE loans, including loans secured by apartment buildings, investor CRE and construction and land loans, represent 300% or more of an institution’s total risk-based capital and the outstanding balance of the CRE loan portfolio has increased by 50% or more during the preceding 36 months. The Consolidated Company’s non-owner-occupied CRE level equaled 387% of total risk-based capital at December 31, 2025.

If our regulators were to impose restrictions on the amount of CRE loans we can hold in our portfolio, or require higher capital ratios as a result of the level of CRE loans held, our earnings would be adversely affected.

The Company is subject to environmental liability risk associated with lending activities.

A significant portion of the Company’s loan portfolio is secured by real property. During the ordinary course of business, the Company may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Company may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Company to incur substantial expenses and may materially reduce the affected property’s value or limit the Company’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Company’s exposure to environmental liability. Environmental reviews of real property before initiating foreclosure may not be sufficient to detect all potential environmental hazards. The

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remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Company’s business, financial condition and results of operations.

Risks Related to Interest Rates

Changes in interest rates could affect our profitability.

Our ability to earn a profit, like most financial institutions, depends primarily on net interest income, which is the difference between the interest income that we earn on our interest-earning assets, such as loans and investments, and the interest expense that we pay on our interest-bearing liabilities, such as deposits and borrowings. Our profitability depends on our ability to manage our assets and liabilities during periods of changing market interest rates.

During 2022 and 2023, in response to accelerated inflation, the Federal Reserve implemented monetary tightening policies, resulting in significantly increased interest rates. In a period of rising interest rates, the interest income earned on our assets may not increase as rapidly as the interest paid on our liabilities, demand for loan products may decline, and borrower defaults on loan payments may increase.

A sustained decrease in market interest rates could also adversely affect our earnings. When interest rates decline, borrowers tend to refinance higher-rate, fixed-rate loans at lower rates. Under those circumstances, we may not be able to reinvest those prepayments in assets earning interest rates as high as the rates on those prepaid loans or in investment securities.

Changes in interest rates also affect the fair value of the securities portfolio. Generally, the fair value of securities moves inversely with changes in interest rates. As of December 31, 2025, the carrying value of the securities portfolio totaled $1.42 billion.

Management is unable to predict fluctuations of market interest rates, which are affected by many factors, including inflation, recession, unemployment, monetary policy, domestic and international disorder and instability in domestic and foreign financial markets, and investor and consumer demand.

Risks Related to Regulation

We operate in a highly regulated environment, Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings.

The FRB and the NYSDFS periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a federal banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, we may take a number of different remedial actions as we deem appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place it into receivership or conservatorship. If we become subject to any regulatory actions, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects.

Additionally, the CFPB has the authority to issue consumer finance regulations and is authorized, individually or jointly with bank regulatory agencies, to conduct investigations to determine whether any person is, or has, engaged in conduct that violates new and existing consumer financial laws or regulations. Banks with assets in excess of $10 billion are subject to requirements imposed by the Dodd-Frank Act and its implemented regulations, including the examination authority of the CFPB to assess our compliance with federal consumer financial laws, imposition of higher FDIC premiums, reduced debit card interchange fees, and enhanced risk management frameworks, all of which increase operating costs and reduce earnings. In addition, in accordance with a memorandum of understanding entered into between the CFPB and U.S.

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Department of Justice, the two agencies have agreed to coordinate efforts related to enforcing the fair lending laws, which includes information sharing and conducting joint investigations, and have done so on a number of occasions.

We face a risk of noncompliance and enforcement action with the federal Bank Secrecy Act (the “BSA”) and other anti-money laundering and counter terrorist financing statutes and regulations.

The BSA, the USA PATRIOT Act and other laws and regulations require financial institutions, among others, to institute and maintain an effective anti-money laundering compliance program and to file reports such as suspicious activity reports and currency transaction reports. Our products and services, including our debit card issuing business, are subject to an increasingly strict set of legal and regulatory requirements intended to protect consumers and to help detect and prevent money laundering, terrorist financing and other illicit activities. We are required to comply with these and other anti-money laundering requirements. The federal banking agencies and the U.S. Treasury Department’s Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement efforts against banks and other financial services providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the regulations administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control. If we violate these laws and regulations, or our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the ability to obtain regulatory approvals to proceed with certain aspects of our business plan, including acquisitions.

Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

Risks Related to our Debt Securities

The subordinated debentures that we issued have rights that are senior to those of our common shareholders.

In 2015, the Company issued $40.0 million of 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2030. In 2022, the Company issued $160.0 million of 5.00% Fixed-to-Floating Rate Subordinated Debentures due 2032. In 2024, the Company issued $74.8 million of 9.00% Fixed-to-Floating Rate Subordinated Debentures due 2034. Because these subordinated debentures rank senior to our common stock, if we fail to make timely principal and interest payments on the subordinated debentures, we may not pay any dividends on our common stock. Further, if we declare bankruptcy, dissolve or liquidate, we must satisfy all of our subordinated debenture obligations before we may pay any distributions on our common stock.

Strategic Risks

Expansion of our branch network may adversely affect our financial results.

The Bank has in the past and may in the future establish new branch offices. We cannot be certain that the opening of new branches will be accretive to earnings or that it will be accretive to earnings within a reasonable period of time. Numerous factors contribute to the performance of a new branch, such as suitable location, qualified personnel, and an effective marketing strategy. Additionally, it takes time for a new branch to gather sufficient loans and deposits to generate income sufficient to cover its operating expenses. Difficulties we experience in opening new branches may have a material adverse effect on our financial condition and results of operations.

Mergers and acquisitions involve numerous risks and uncertainties.

The Company has in the past and may in the future pursue mergers and acquisitions opportunities. Mergers and acquisitions involve a number of risks and challenges, including the expenses involved; potential diversion of management’s attention from other strategic matters; integration of branches and operations acquired; outflow of customers from the acquired branches; retention of personnel from acquired companies or branches; competing effectively in geographic areas not

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previously served; managing growth resulting from the transaction; and dilution in the acquirer's book and tangible book value per share.

Our growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed or the cost of that capital may be very high.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. While we anticipate that our capital resources will satisfy our capital requirements for the foreseeable future, we may at some point need to raise additional capital to support our operations or continued growth, both internally and through acquisitions. Any capital we obtain may result in the dilution of the interests of existing holders of our common stock, or otherwise adversely affect your investment.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial condition and performance. Accordingly, we cannot make assurances of our ability to raise additional capital if needed, or if the terms will be acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired and our financial condition and liquidity could be materially and adversely affected.

Operational Risk Factors

A lack of liquidity could adversely affect the Company’s financial condition and results of operations.

Liquidity is essential to our business. The Company relies on its ability to generate deposits and effectively manage the repayment of its liabilities to ensure that there is adequate liquidity to fund operations. An inability to raise funds through deposits, borrowings, the sale and maturities of loans and securities and other sources could have a substantial negative effect on liquidity. The Company’s most important source of funds is its deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk adjusted return, which are strongly influenced by such external factors as the direction of interest rates, local and national economic conditions and the availability and attractiveness of alternative investments. Further, the demand for deposits may be reduced due to a variety of factors such as negative trends in the banking sector, the level of and/or composition of our uninsured deposits, demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, the monetary policy of the Federal Reserve or regulatory actions that decrease customer access to particular products. If customers move money out of bank deposits and into other investments such as money market funds, the Company would lose a relatively low-cost source of funds, which would increase its funding costs and reduce net interest income. Any changes made to the rates offered on deposits to remain competitive with other financial institutions may also adversely affect profitability and liquidity. Other primary sources of funds consist of cash flows from operations, maturities and sales of investment securities and/or loans, brokered deposits, borrowings from the FHLB and/or FRB discount window, and unsecured borrowings. The Company also may borrow funds from third-party lenders, such as other financial institutions. The Company’s access to funding sources in amounts adequate to finance or capitalize its activities, or on terms that are acceptable, could be impaired by factors that affect the Company directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry, a decrease in the level of the Company’s business activity as a result of a downturn in markets or by one or more adverse regulatory actions against the Company or the financial sector in general. Any decline in available funding could adversely impact the Company’s ability to originate loans, invest in securities, meet expenses, or to fulfill obligations such as meeting deposit withdrawal demands, any of which could have a material adverse impact on its liquidity, business, financial condition and results of operations.

Our business may be adversely affected by conditions in the financial markets, the economic environment and governmental policies.

A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, declines in housing and real estate valuations, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation; changes in market interest rates; tariffs; geopolitical conflicts; natural disasters; or a combination of these or other factors.

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The Company's performance could be negatively affected to the extent there is deterioration in business and economic conditions, including persistent inflation, an inverted yield curve, rising prices, unemployment rates, supply chain issues, or labor shortages, which have direct or indirect material adverse impacts on us, our customers, and our counterparties. Recessionary conditions may significantly affect the markets in which we do business, the financial condition of our borrowers, the value of our loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and sales volumes and increased unemployment levels may result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand for our products and services. Such events may cause us to incur losses and may adversely affect our capital, liquidity, and financial condition.

Governmental policies, including, but not limited to, changes in government spending, the freezing of government funding or grants, or changes to the government workforce could have an adverse affect on consumers’ or businesses’ ability to pay their debts and/or affect the demand for loans and deposits.

Strong competition within our market area may limit our growth and profitability.

Our primary market area is located in Greater Long Island and Manhattan. Competition in the banking and financial services industry remains intense. Our profitability depends on the continued ability to successfully compete. We compete with commercial banks, savings banks, credit unions, insurance companies, and brokerage and investment banking firms. Many of our competitors have substantially greater resources and lending limits than us and may offer certain services that we do not provide. In addition, competitors may offer deposits at higher rates and loans with lower fixed rates, more attractive terms and less stringent credit structures than we have been willing to offer.

Our future success depends on the success and growth of Dime Community Bank.

Our primary business activity for the foreseeable future will be to act as the holding company of the Bank. Therefore, our future profitability will depend on the success and growth of this subsidiary. The continued and successful implementation of our growth strategy will require, among other things that we increase our market share by attracting new customers that currently bank at other financial institutions in our market area. In addition, our ability to successfully grow will depend on several factors, including favorable market conditions, the competitive responses from other financial institutions in our market area, and our ability to maintain good asset quality. While we believe we have the management resources, market opportunities and internal systems in place to obtain and successfully manage future growth, growth opportunities may not be available, and we may not be successful in continuing our growth strategy. In addition, continued growth requires that we incur additional expenses, including salaries, data processing and occupancy expense related to new branches and related support staff. Many of these increased expenses are considered fixed expenses. Unless we can successfully continue our growth, our results of operations could be negatively affected by these increased costs.

The loss of key personnel could impair our future success.

Our future success depends in part on the continued service of our executive officers, other key management, and staff, as well as our ability to continue to attract, motivate, and retain additional highly qualified employees. The loss of services of one or more of our key personnel or our inability to timely recruit replacements for such personnel, or to otherwise attract, motivate, or retain qualified personnel could have an adverse effect on our business, operating results and financial condition.

Our business may be adversely affected by fraud and other financial crimes.

Our loans to businesses and individuals and our deposit relationships and related transactions are subject to exposure to the risk of loss due to fraud and other financial crimes. While we have policies and procedures designed to prevent such losses, losses may still occur. In the past, we have experienced losses due to fraud.

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Risks associated with system failures, interruptions, or breaches of security could negatively affect our operations and earnings.

Information technology systems are critical to our business. We collect, process and store sensitive customer data by utilizing computer systems and telecommunications networks operated by us and third-party service providers. We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches, but such events may still occur or may not be adequately addressed if they do occur. Although we take numerous protective measures and otherwise endeavor to protect and maintain the privacy and security of confidential data, these systems may be vulnerable to unauthorized access, computer viruses, other malicious code, cyberattacks, including distributed denial of service attacks, hacking, social engineering and phishing attacks, cyber-theft and other events that could have a security impact. Cyber threats are rapidly evolving, and we may not be able to anticipate or prevent all such attacks. If one or more of such events were to occur, this potentially could jeopardize confidential and other information processed and stored in, and transmitted through, our systems or otherwise cause interruptions or malfunctions in our operations or our customers' operations.

In addition, we maintain interfaces with certain third-party service providers. If these third-party service providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business, subject us to additional regulatory scrutiny, and expose us to litigation and possible financial liability. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully covered by our insurance. Any of these events could have a material adverse effect on our financial condition and results of operations.

Severe weather, acts of terrorism and other external events could impact our ability to conduct business.

Weather-related events have adversely impacted our market area in recent years, especially areas located near coastal waters and flood prone areas. Such events that may cause significant flooding and other storm-related damage may become more common events in the future. Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems and the metropolitan New York area remains a central target for potential acts of terrorism. Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of borrowers to repay their loans, reduce the value of collateral securing repayment of loans, and result in the loss of revenue. While we have established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations and financial condition.

Additionally, global markets may be adversely affected by natural disasters, the emergence of widespread health emergencies or pandemics like COVID-19, cyberattacks or campaigns, military conflict, terrorism or other geopolitical events. Global market fluctuations may affect our business liquidity. Also, any sudden or prolonged market downturn in the U.S. or abroad, as a result of the above factors or otherwise could result in a decline in revenue and adversely affect our results of operations and financial condition, including capital and liquidity levels.

Damage to the Company’s reputation could adversely impact our business.

The Company's reputation is important to our success. Our ability to attract and retain customers, investors, employees and advisors may depend upon external perceptions of the Company. Damage to the Company's reputation could cause significant harm to our business and prospects and may arise from numerous sources, including litigation or regulatory actions, compliance failures, cybersecurity incidents, errors in the use of artificial intelligence, customer services failures, or unethical behavior or misconduct of employees, advisors and counterparties. In addition, third parties with whom the Company has relationships with may take actions the Company has limited control over that could negatively impact perceptions about the Company or the financial services industry. Adverse developments with respect to the financial services industry may also, by association, negatively impact the Company's reputation or result in greater regulatory or

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legislative scrutiny of or litigation against the Company. The proliferation of social media may increase the likelihood that negative information about the Company, whether or not accurate, could impact the Company’s reputation and business.

Accounting-Related Risks

Changes in our accounting policies or in accounting standards could materially affect how we report our financial results.

Our accounting policies are fundamental to understanding our financial results and condition. Some of these policies require the use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Some of our accounting policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates or assumptions underlying our financial statements are incorrect, we may experience material losses.

From time to time, the Financial Accounting Standards Board (“FASB”) and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements. These changes are beyond our control, can be hard to predict and could materially impact how we report our results of operations and financial condition. We could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements in material amounts.

If we determine our goodwill or other intangible assets to be impaired, the Company’s financial condition and results of operations would be negatively affected.

When the Company completes a business combination, a portion of the purchase price of the acquisition is allocated to goodwill and other identifiable intangible assets. The amount of the purchase price which is allocated to goodwill and other intangible assets is determined by the excess of the purchase price over the net identifiable assets acquired. At least annually (or more frequently if indicators arise), the Company evaluates goodwill for impairment. If the Company determines goodwill or other intangible assets are impaired, the Company will be required to write down these assets. Any write-down would have a negative effect on the consolidated financial statements.

Technology-Related Risks

The potential reliance on and integration of artificial intelligence (“AI”) and machine learning (“ML”) technologies expose us to various risks, including operational, data, regulatory, and reputational risks, which could materially affect our business and financial results.

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Operational & Model Risk: Potential AI/ML models, used for credit scoring, fraud detection, customer service, and investment decisions, rely on complex algorithms and vast datasets. Errors, biases, or "hallucinations" (generating false information) in these models, or unexpected system failures, could lead to flawed decisions, financial losses, compliance failures, or degraded customer experiences, impacting profitability and client retention.

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Data Security & Privacy: AI systems process sensitive customer data. Security breaches or unauthorized access to these systems could result in data theft, loss of intellectual property, and significant penalties, damaging customer trust.

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Regulatory & Compliance Risk: The regulatory landscape for AI is rapidly evolving. New laws could impose costly compliance burdens, restrict AI use, or introduce liabilities, particularly concerning algorithmic bias and fair lending practices (e.g., "digital redlining"), potentially increasing operational costs and limiting service offerings.

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Talent & Third-Party Risk: Attracting and retaining skilled AI professionals is crucial and competitive. We also depend on third-party AI vendors, creating dependency risks and potential issues with data handling, model reliability, and licensing, all of which could disrupt operations.

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Reputational & Ethical Risk: Misuse of AI, biased outcomes, or privacy violations can harm our brand, erode customer confidence, and attract negative public attention, potentially affecting demand for our services.

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If we cannot effectively manage these challenges, including adapting to rapid technological change and ensuring responsible AI governance, our reputation, competitive position, and financial performance could be significantly harmed.

IP Rights – Infringement by Registrant or Its Customers

We may be subject to IP rights claims from third parties claiming ownership of, or demanding the release or license of, modifications or derivative works that we have developed using open-source software (which could include our proprietary source code or AI models), or otherwise seeking to enforce the terms of the applicable open-source license. Our applications and uses of trademarks relating to our design, software or AI technologies could be found to infringe upon existing trademark ownership and rights.

We may fail to apply for key trademarks in a timely manner. We may face IP infringement claims in the future. If we are determined to have infringed upon a third party's IP rights, we may be required to cease selling, leasing, licensing, incorporating certain components into, and/or using or offering goods or services that incorporate or use the challenged IP.

IP Rights – Generative AI-Related Infringement by Registrant

We utilize some open-source software that may include generative AI software or other software that incorporates or relies on generative AI. Software that includes generative AI may incorporate data from entities and the use of that data may itself be illegal and/or violate contractual or IP rights. By using such software, we may expose the company to risks as the IP ownership and license rights, including copyright, of generative AI software and tools, have not been fully interpreted by U.S. courts or been fully addressed by federal, state, or international regulations. In addition, any use of generative AI by our customers may lead to additional claims of IP infringement.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Overview

●

The Bank maintains comprehensive information technology and cybersecurity programs which encompass policies, procedures, assessments, monitoring, response plans, and testing to ensure technical, administrative, and physical controls are effective.

●

The Bank’s Cybersecurity Incident Response and Business Continuity Programs are inclusive of cyber resiliency, business continuity and disaster recovery strategies to help mitigate the impact of a cybersecurity incident across all business lines.

Management Role and Board Oversight.

●

The cybersecurity program is overseen by the CISO reporting to the Chief Risk Officer (“CRO”); the Enterprise Risk Management Committee, which consists of the Chief Executive Officer, Chief Operating Officer/ Chief Financial Officer, and Chief Technology Officer, among others; and the Enterprise Risk Committee of the Board of Directors, which consists of three independent directors. Our Board of Directors includes members who have expertise in cybersecurity, data privacy law, fraud and risk management. Cybersecurity risks are primarily assessed, monitored, and remediated by the CISO, who has extensive experience in the Information Technology and cybersecurity fields and maintains advanced cybersecurity centric certifications. The CISO’s extensive knowledge and experience in the cybersecurity field are critical to executing our cybersecurity program. Our CISO oversees proactive initiatives, remediation plans of known risks, compliance with regulations and standards, Disaster Recovery, Business Continuity, and Incident Response efforts. Additionally, the Bank’s Risk Management function is led by the CRO, who has extensive experience in risk management and audit. The cybersecurity program includes a cross-sectional team of internal and external Information Security professionals, all of which are provided with relevant training and are required to maintain industry accredited certifications. Our Incident Response Team is chaired by our CISO and is comprised of executive management and designated managers throughout the organization. The purpose of the Incident Response Plan is to manage Information

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Security, and related incidents, efficiently and effectively to minimize loss and destruction, mitigate weaknesses, restore services, and notify customers, as required by state law, comply with regulatory requirements, and any third-party contractual obligations.

●

The CISO and CRO play a pivotal role in informing the Board of all cybersecurity risks. These positions provide comprehensive updates to the Enterprise Risk Committee of the Board, at least quarterly. The briefings combine a range of updates, including the cybersecurity program, emerging risks, status of operational changes, status of regulatory compliance, and risk reporting.

Managing Material Risks & Integrated Overall Risk Management

●

The Bank maintains documented processes, procedures, and controls for assessing, identifying, and managing material risks from cybersecurity threats. Cybersecurity threats are identified utilizing risk assessments, detection tools, information gathering and performing internal, external, and third-party contracted security assessments.

Cybersecurity Threats

●

To assess and manage cybersecurity threats from material risks, the Bank maintains an Incident Response Team comprised of members from the major business areas in the Bank to ensure appropriate subject matter experts are represented. All cybersecurity events include a determination of whether the incident has materially affected or is reasonably likely to materially affect the Bank’s business strategy, results of operations, or financial condition by following implemented processes.

●

The Bank has not identified any cybersecurity threats that have materially affected operations or financial position.

Oversee Third-Party Risk

●

The Bank has processes to oversee and identify material risks from reported cybersecurity threats from any third-party service providers or vendors. The Bank’s Third-Party Risk Management Program requires an initial due diligence, on-going monitoring, and annual recertification of third-party cybersecurity controls.

Cybersecurity Risks

●

The Bank considers Cybersecurity Risks as part of our strategic planning process. Management and the Board of Directors acknowledge that technology systems, managed both by the Bank and third-party service providers, are critical to business operations and therefore require appropriate risk management.

Engagement With Third-Parties on Risk Management

●

Cybersecurity is part of the Bank’s overall risk management program, which is supported through the use of consultants, auditors and other third-parties who assist with reviewing and validating the effectiveness of cybersecurity controls. Internal Audit actively participates and engages with those managing the cybersecurity program to validate the effectiveness of implemented safeguards. External audit results are reviewed and reported on in our annual filing. Additionally, the Bank is a regulated entity and undergoes regulatory reviews to ensure it remains in compliance with all appropriate standards.

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Item 2. Properties

The Company’s corporate headquarters is located at 898 Veterans Memorial Highway in Hauppauge, New York. The Bank’s main office is located at 2200 Montauk Highway in Bridgehampton, New York.

For additional information on our premises and equipment, see Note 6. “Premises and Fixed Assets, net and Premises Held for Sale” in the Notes to the Consolidated Financial Statements.

Item 3. Legal Proceedings

In the ordinary course of business, the Holding Company and the Bank are routinely named as a defendant in or party to various pending or threatened legal actions or proceedings. Certain of these matters may seek substantial monetary damages against the Holding Company or the Bank. In the opinion of management, as of December 31, 2025, neither the Holding Company nor the Bank were involved in any actions or proceedings that were likely to have a material adverse impact on the Company’s consolidated financial condition and results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock trades on the NASDAQ® Stock Market under the symbol “DCOM”. Prior to the Merger, our common shares were traded under the symbol “BDGE”. At February 13, 2026, we had approximately 1,062 shareholders of record, not including the number of persons or entities holding stock in nominee or the street name through various banks and brokers.

DCOM Performance Graph

Pursuant to the regulations of the SEC, the graph below compares our performance with that of the total return for the NASDAQ® Composite Index and the S&P SmallCap 600 Banks Index from December 31, 2020 through December 31, 2025. The graph assumes the reinvestment of dividends in additional shares of the same class of equity securities as those listed below. The following performance graph reflects the performance of BDGE prior to the Merger.


		Year Ended December 31,
Index		2020		2021		2022		2023		2024		2025
Dime Community Bancshares, Inc.		100.00		149.29		139.13		123.11		146.53		148.64
S&P SmallCap 600 Banks Index		100.00		134.24		120.97		121.01		138.72		145.06
NASDAQ Composite Index		100.00		122.18		82.43		119.22		154.48		187.14

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Issuer Purchases of Equity Securities

In May 2022, we announced the adoption of a new stock repurchase program of up to 1,948,314 shares, upon the completion of our existing authorized stock repurchase program. The stock repurchase program may be suspended, terminated, or modified at any time for any reason, and has no termination date. As of December 31, 2025, there were 1,566,947 shares remaining to be purchased in the program. There were no repurchases of common stock during the year ended December 31, 2025.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this Annual Report on Form 10-K, unless otherwise mentioned, the terms the “Company”, “we”, “us” and “our” refer to Dime Community Bancshares, Inc. and our wholly-owned subsidiary, Dime Community Bank (the “Bank”). We use the term “Holding Company” to refer solely to Dime Community Bancshares, Inc. and not to our consolidated subsidiary.

Overview

Dime Community Bancshares, Inc., a New York corporation, is a bank holding company formed in 1988. On a parent-only basis, the Company has minimal operations, other than as owner of Dime Community Bank. The Company is dependent on dividends from its wholly-owned subsidiary, Dime Community Bank, its own earnings, additional capital raised, and borrowings as sources of funds. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank's results of operations are primarily dependent on its net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowings. The Bank also generates non-interest income, such as fee income on deposit and loan accounts, merchant credit and debit card processing programs, loan swap fees, investment services, income from its title insurance subsidiary, and net gains on sales of securities and loans and other assets. The level of non-interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from the Bank’s title insurance subsidiary, and income tax expense, further affects our net income.

Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or the results of the operations of the Registrant. Note 1 Summary of Significant Accounting Policies (page 53), to the Company’s Audited Consolidated Financial Statement for the year ended December 31, 2025 contains a summary of significant accounting policies. These critical accounting estimates involve a significant degree of complexity and require management to make difficult and subjective judgments which often necessitate assumptions or estimates about highly uncertain matters. Policies with respect to the methodologies used to determine the allowance for credit losses on loans held for investment are important to the presentation of the Company’s consolidated financial condition and results of operations. The use of different judgments, assumptions or estimates could result in material variations in the Company’s consolidated results of operations or financial condition.

Management has reviewed the following critical accounting estimates and related disclosures with its Audit Committee.

Allowance for Credit Losses on Loans Held for Investment

Methods and Assumptions Underlying the Estimate

The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent in our loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and realized losses, net of recoveries, are charged against the allowance.

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Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In determining the allowance for credit losses for loans that share similar risk characteristics, the Company utilizes a model which compares the amortized cost basis of the loan to the net present value of expected cash flows to be collected. Expected credit losses are determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics. For a loan that does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. Within the model, assumptions are made in the determination of probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods.

Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of a peer group of banks that operate in and around Dime’s footprint. These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables. Adjustments to the quantitative results are made using qualitative factors, which are subjective and require significant management judgment. These factors include: (1) lending policies and procedures and the experience, ability, and depth of the lending management and other relevant staff; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the volume and severity of past due loans; (5) the quality of our loan review system; (6) the value of underlying collateral for collateralized loans; (7) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (8) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

Although management believes that it uses the best information available to establish the Allowance for Credit Losses (“ACL”), management assesses the sensitivity of key quantitative assumptions including macroeconomic forecasts and prepayment rate assumptions. Changes in quantitative inputs may not occur in the same direction or magnitude across all segments of our loan portfolio and deterioration in some quantitative inputs may offset improvement in others. For example, if at June 30, 2025, the four-quarter national unemployment rate forecast had increased 100 basis points our quantitative ACL reserve would have increased 8.3%, or conversely, if the four-quarter national unemployment rate forecast had decreased 100 basis points our quantitative ACL reserve would have decreased 7.7%. The sensitivity analysis does not represent a change to our expectations of the economic environment but provides a hypothetical result to assess the sensitivity of the ACL to a change in a key quantitative input. Additionally, the sensitivity analysis described above does not incorporate changes to management’s judgment of qualitative loss factors.

Uncertainties Regarding the Estimate

Estimating the timing and amounts of future losses is subject to significant management judgment as these projected cash flows rely upon the estimates discussed above and factors that are reflective of current or future expected conditions. These estimates depend on the duration of current overall economic conditions, industry, borrower, or portfolio specific conditions. Volatility in certain credit metrics and differences between expected and actual outcomes are to be expected.

Customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs.

Impact on Financial Condition and Results of Operations

If our assumptions prove to be incorrect, the allowance for credit losses may not be sufficient to cover expected losses in the loan portfolio, resulting in additions to the allowance. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance through charges to earnings and would materially decrease our net income.

We may experience significant credit losses if borrowers experience financial difficulties, which could have a material adverse effect on our operating results.

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In addition, various federal bank regulatory agencies (“Agencies”), as an integral part of the examination process, periodically review the allowance for credit losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination.

Comparison of Operating Results For The Years Ended December 31, 2025, 2024 and 2023

General. Net income was $110.7 million in 2025, compared to $29.1 million in 2024, and $96.1 million in 2023. During 2025, net interest income increased by $89.9 million, non-interest income increased by $48.9 million, partially offset by an increase in non-interest expense of $26.6 million, an increase in income tax expense of $23.8 million and an increase in provision for credit losses of $6.9 million. During 2024, non-interest income decreased by $40.2 million, non-interest expense increased by $13.4 million and provision for credit losses increased by $33.3 million, partially offset by an increase in net interest income of $1.5 million and a decrease in income tax expense of $18.4 million. During 2023, net interest income decreased by $63.3 million, non-interest expense increased by $12.4 million and non-interest income decreased by $2.0 million, partially offset by a decrease of $18.6 million in income tax expense and a decrease of $2.6 million in provision for credit losses.

The discussion of net interest income for the years ended December 31, 2025, 2024, and 2023 should be read in conjunction with the following tables, which set forth certain information related to the Consolidated Statements of Operations for those periods, and which also present the average yield on assets and average cost of liabilities for the periods indicated. The average yields and costs were derived by dividing income or expense by the average balance of their related assets or liabilities during the periods represented. Average balances were derived from average daily balances. No tax-equivalent adjustments have been made for interest income exempt from Federal, state, and local taxation. The yields include loan fees consisting of amortization of loan origination and commitment fees and certain direct and indirect origination costs, prepayment penalty fees, and late charges that are considered adjustments to yields. Net loan fees included in interest income were $4.2 million in 2025, $1.0 million in 2024, and $1.5 million in 2023. The increase in net loan fees was primarily due to increases in deferred fees and prepayment penalty fees on loans in 2025.

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Average Balance Sheets


		Year Ended December 31,
		2025							2024								2023
							Average							Average									Average
		Average					Yield/		Average					Yield/			Average						Yield/
		Balance			Interest		Cost		Balance			Interest		Cost			Balance			Interest			Cost

Assets:		(Dollars in thousands)
Interest-earning assets:
Business loans ^{(1) (3) (6)}		$	2,915,035		$	195,250	6.70	%	$	2,500,904		$	175,604		7.02	%	$	2,246,442		$	147,530			6.57	%
One-to-four family residential and coop/condo apartment ^{(3) (6)}			1,001,532			47,102	4.70			910,096			41,823		4.60			847,706			35,148			4.15
Multifamily residential and residential mixed-use^{(3) (6)}			3,646,284			165,962	4.55			3,927,197			181,736		4.63			4,096,025			180,286			4.40
Non-owner-occupied commercial real estate ^{(3) (6)}			3,103,489			162,740	5.24			3,323,299			177,173		5.33			3,353,805			171,475			5.11
Acquisition, development, and construction ("ADC")⁽³⁾			137,824			11,882	8.62			155,279			13,936		8.97			214,106			19,656			9.18
Other loans ⁽³⁾			6,837			116	1.70			5,046			220		4.36			6,514			393			6.03
Total loans			10,811,001			583,052	5.39			10,821,821			590,492		5.46			10,764,598			554,488			5.15
Securities			1,356,423			45,368	3.34			1,515,962			33,563		2.21			1,640,066			32,179			1.96
Other short-term investments			1,367,094			57,022	4.17			499,633			26,094		5.22			442,574			22,693			5.13
Total interest-earning assets			13,534,518			685,442	5.06	%		12,837,416			650,149		5.06	%		12,847,238			609,360			4.74	%
Non-interest earning assets			800,280							781,373								777,977
Total assets		$	14,334,798						$	13,618,789							$	13,625,215

Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing checking		$	1,041,965		$	19,987	1.92	%	$	731,709		$	12,472		1.70	%	$	775,904		$	8,562			1.10	%
Money market			4,314,464			130,741	3.03			3,650,266			134,367		3.68			2,882,859			83,950			2.91
Savings ⁽²⁾			1,870,216			52,893	2.83			2,177,372			80,239		3.69			2,311,275			73,270			3.17
Certificates of deposit ("CDs")			1,072,589			36,510	3.40			1,351,408			57,667		4.27			1,444,554			53,263			3.69
Total interest-bearing deposits			8,299,234			240,131	2.89			7,910,755			284,745		3.60			7,414,592			219,045			2.95
FHLBNY advances			508,274			16,417	3.23			699,940			27,268		3.90			1,251,871			56,140			4.48
Subordinated debt, net			272,408			17,427	6.40			236,738			13,765		5.81			200,243			10,212			5.10
Other short-term borrowings			208			15	7.21			189			3		1.59			3,150			120			3.81
Total borrowings			780,890			33,859	4.34			936,867			41,036		4.38			1,455,264			66,472			4.57
Derivative cash collateral			74,867			3,454	4.61			116,567			6,314		5.42			143,735			7,272			5.06
Total interest-bearing liabilities			9,154,991			277,444	3.03	%		8,964,189			332,095		3.70	%		9,013,591			292,789			3.25	%
Non-interest-bearing checking⁽²⁾			3,538,436							3,140,423								3,126,575
Other non-interest-bearing liabilities			192,037							230,910								270,033
Total liabilities			12,885,464							12,335,522								12,410,199
Stockholders' equity			1,449,334							1,283,267								1,215,016
Total liabilities and stockholders' equity		$	14,334,798						$	13,618,789							$	13,625,215
Net interest income					$	407,998						$	318,054							$	316,571
Net interest rate spread ⁽⁴⁾							2.03	%							1.36	%								1.49	%
Net interest-earning assets		$	4,379,527						$	3,873,227							$	3,833,647
Net interest margin ⁽⁵⁾							3.01	%							2.48	%								2.46	%
Ratio of interest-earning assets to interest-bearing liabilities							147.84	%							143.21	%								142.53	%
Deposits (including non-interest-bearing checking accounts)⁽²⁾		$	11,837,670		$	240,131	2.03	%	$	11,051,178		$	284,745		2.58	%	$	10,541,167			219,045			2.08	%

(1)	Business loans include commercial and industrial loans (“C&I”), owner-occupied commercial real estate loans (“CRE”) and Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans.

(2)	Includes mortgage escrow deposits.

(3)	Amounts are net of deferred origination costs/(fees) and allowance for credit losses, and include loans held for sale.

(4)	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(5)	Net interest margin represents net interest income divided by average interest-earning assets.

(6)	At December 31, 2025 and 2024, the loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged one-to-four family residential mortgage loans, multifamily residential mortgage loans and commercial real estate (“CRE”) loans.

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Rate/Volume Analysis


	Years Ended December 31,
	2025 over 2024									2024 over 2023
	Increase/(Decrease) Due to									Increase/(Decrease) Due to
	Volume			Rate			Total			Volume			Rate			Total

Interest-earning assets:	(In thousands)
Business loans	$	28,361		$	(8,715)		$	19,646		$	17,341		$	10,733		$	28,074
One-to-four family residential and coop/condo apartment		4,287			992			5,279			2,724			3,951			6,675
Multifamily residential and residential mixed-use		(12,819)			(2,955)			(15,774)			(7,700)			9,150			1,450
Non-owner-occupied commercial real estate		(11,579)			(2,854)			(14,433)			(1,620)			7,318			5,698
ADC		(1,538)			(516)			(2,054)			(5,335)			(385)			(5,720)
Other loans		54			(158)			(104)			(76)			(97)			(173)
Securities		(4,426)			16,231			11,805			(2,574)			3,958			1,384
Other short-term investments		40,728			(9,800)			30,928			2,965			436			3,401
Total interest-earning assets		43,068			(7,775)			35,293			5,725			35,064			40,789
Interest-bearing liabilities:
Interest-bearing checking		5,589			1,926			7,515			(616)			4,526			3,910
Money market		22,272			(25,898)			(3,626)			25,275			25,142			50,417
Savings		(9,977)			(17,369)			(27,346)			(4,648)			11,617			6,969
CDs		(10,653)			(10,504)			(21,157)			(3,706)			8,110			4,404
FHLBNY advances		(6,818)			(4,033)			(10,851)			(23,169)			(5,703)			(28,872)
Subordinated debt, net		2,168			1,494			3,662			1,996			1,557			3,553
Other short-term borrowings		—			12			12			(80)			(37)			(117)
Derivative cash collateral		(2,088)			(772)			(2,860)			(1,425)			467			(958)
Total interest-bearing liabilities		493			(55,144)			(54,651)			(6,373)			45,679			39,306
Net change in net interest income	$	42,575		$	47,369		$	89,944		$	12,098		$	(10,615)		$	1,483

Net Interest Income. Net interest income was $408.0 million in 2025, $318.1 million in 2024, and $316.6 million in 2023. Average interest-earning assets were $13.53 billion in 2025, $12.84 billion in 2024 and $12.85 billion in 2023. Net interest margin was 3.01% in 2025, 2.48% in 2024, and 2.46% in 2023.

Interest Income. Interest income was $685.4 million in 2025, $650.1 million in 2024, and $609.4 million in 2023. During 2025, interest income increased $35.3 million from 2024, primarily reflecting increases in interest income of $30.9 million on other short-term investments, $19.6 million on business loans, $11.8 million in securities and $5.3 million on one-to-four family loans, partially offset by a decrease of $15.8 million on multifamily residential and residential mixed-use loans and a decrease of $14.4 million on non-owner-occupied commercial real estate loans.

The increased interest income from short-term investments, which is comprised of cash and due from banks and restricted stock, was related to an $867.5 million increase in the average balances, partially offset by an 105-basis point decrease in the yield of such investments in the period. The increased interest income on business loans was due to a $414.1 million increase in the average balances, partially offset by a 32-basis point decrease in the yield of such loans in the period. The increased interest income on securities was related to a 113-basis point increase in the yield, partially offset by a decrease of $159.5 million in the average balances of such securities in the period. The increased interest income on one-to-four family residential and coop/condo apartment loans was a result of a $91.4 million increase in the average balances and a 10-basis point increase in the yield of such loans in the period. The decreased interest income on multifamily residential and residential mixed-use loans was related to a $280.9 million decrease in the average balance and an 8-basis point decrease in the yield of such loans in the period. The decreased interest income on non-owner-occupied commercial real estate loans reflected a $219.8 million decrease in the average balance and a 9-basis point decrease in the yield of such loans in the period.

During 2024, interest income increased $40.7 million from 2023, primarily reflecting increases in interest income of $28.1 million on business loans, $6.7 million on one-to-four family loans, $5.7 million on non-owner-occupied Commercial Real Estate loans, $3.4 million on other short-term investments, $1.5 million on multifamily loans, and $1.4 million in securities. The increased interest income on business loans was primarily due to an increase of $254.5 million in the average balances of business loans and a 45-basis point increase in yield of such loans in the period. The increased interest income on one-to-four family loans was primarily due to a 45-basis point increase in the yield of one-to four family loans and an increase of $62.4 million in the average balances of such loans in the period. The increased interest income on non-owner-occupied Commercial Real Estate loans was primarily due to a 22-basis point increase in yield of non-owner-occupied Commercial Real Estate loans, offset by a decrease of $30.5 million in the average balances of such loans in the period. The increased

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interest income from short-term investments was primarily due to an increase of $57.1 million in the average balances of short-term investments and a 9-basis point increase in yield of such investments in the period. The increased interest income on multifamily loans was primarily due to a 23-basis point increase in yield of multifamily loans, offset by a decrease of $168.9 million in the average balances of such loans in the period. The increased interest income on securities was primarily due to a 25-basis point increase in yield of securities, offset by a decrease of $124.1 million in the average balances of such securities in the period.

Interest Expense. Interest expense was $277.4 million in 2025, $332.1 million in 2024, and $292.8 million in 2023. During 2025, interest expense decreased $54.7 million from 2024, primarily reflecting decreases in interest expense of $27.3 million on savings accounts, $21.2 million on CDs, $10.9 million on FHLBNY advances and $2.9 million on derivative cash collateral, partially offset by an increase in interest expense of $7.5 million on interest-bearing checking accounts and an increase in interest expense of $3.7 million on subordinated debt.

The decreased interest expense on savings accounts was primarily due to an 86-basis point decrease in rates paid on savings accounts and a $307.2 million decrease in average balances of such deposits. The decrease in interest expense on CDs was related to a decrease of $278.8 million in the average balances of CDs and an 87-basis point decrease in rates paid on CDs. The decreased interest expense on FHLBNY advances was due to a $191.7 million decrease in the average balance on FHLB advances and a 67-basis point decrease in the cost of such advances in the period. The decrease in interest expense on money market accounts was due to a 65-basis point decrease in rates paid on money market accounts, partially offset by a $664.2 million increase in average balances of such deposits in the period. The decreased interest expense on derivative cash collateral was due to a $41.7 million decrease in the average balance of derivative cash collateral and an 81-basis point decrease in the cost of such derivatives in the period. The increase in interest expense on interest-bearing checking accounts was related to a $310.3 million increase in average balances of interest-bearing checking accounts and a 22-basis point increase in the rates paid on such deposits. The increase in interest expense on subordinated debt was due to a $35.7 million increase in the average balance of subordinated debt and a 59-basis point increase in the cost of such debt in the period.

During 2024, interest expense increased $39.3 million from 2023, primarily reflecting increases in interest expense of $65.7 million on deposits and $3.6 million on subordinated debt, partially offset by a decrease of $28.9 million in FHLBNY advances. The increase in interest expense on deposits primarily reflects a $767.4 million increase in the average balances of money market accounts and a 77-basis point increase in rates paid on such deposits in the period. The increase in interest expense on savings accounts was primarily due to a 52-basis point increase in rates paid on saving accounts, offset by a decrease of $133.9 million in the average balances of such deposits in the period. The increase in interest expense on CDs was primarily due to a 58-basis point increase in rates paid on CDs, offset by a decrease of $93.1 million in the average balances of such deposits in the period. The increase in interest expense on interest-bearing checking accounts was primarily due to a 60-basis point increase in rates paid on interest-bearing checking accounts, offset by a decrease of $44.2 million in the average balances of such deposits in the period. The increase in interest expense on subordinated debt primarily reflects a $36.5 million increase in the average balances of subordinated debt and a 71-basis point increase in rates paid on such debt. The decreased interest expense on FHLBNY advances was related to a $551.9 million decrease in the average balance of FHLB advances and a 58-basis point decrease in the cost of such advances in the period.

Provision for Credit Losses. The Company recorded a credit loss provision of $43.0 million in 2025, $36.1 million in 2024 and $2.8 million in 2023. The $43.0 million provision for credit losses recognized in 2025 was attributable to updates in the macroeconomic forecast, updated loss driver models, and charge-offs on non-owner-occupied real estate loans. The $36.1 million provision for credit losses recognized in 2024 was related to additional provisioning for the pooled multifamily, C&I, and criticized loan portfolios. The $2.8 million provision for credit losses recognized in 2023 was associated with increased provisioning for individually analyzed loans.

Non-Interest Income. Non-interest income was $44.9 million in 2025, compared to a loss of $4.0 million in 2024, and income of $36.2 million in 2023. During 2025, non-interest income increased $48.9 million from 2024, primarily driven by a $43.0 million change in the net loss on sale of securities resulting from the 2024 securities portfolio restructuring, a $7.0 million increase in BOLI income and a $3.2 million increase in service charges and other fees, partially offset by a change of $8.4 million from gain on sale of other assets. During 2024, non-interest income decreased $40.2 million from 2023, primarily due to an increase of $41.4 million in net loss on sale of securities resulting from the 2024 securities

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portfolio restructuring and a decrease of $5.0 million in loan level derivative income, partially offset by an increase of $7.2 million from a gain on sale of other assets.

Non-Interest Expense. Non-interest expense was $253.1 million in 2025, $226.5 million in 2024, and $213.1 million in 2023. During 2025, non-interest expense increased $26.6 million from 2024, primarily due to a $14.9 million increase in salaries and employee benefits due to hiring bankers to support core deposit and business loan growth. In addition, during 2025, the Company recorded a $7.2 million loss from a pension settlement recorded during the first quarter of 2025. During 2024, non-interest expense increased $13.4 million from 2023, primarily due to a $18.7 million increase in salaries and employee benefits and a $2.5 million increase in professional services, partially offset by a $7.8 million decrease in severance expense. In addition, during 2024, the Company recorded a $1.2 million loss from a pension settlement.

Non-interest expense was 1.77%, 1.66%, and 1.56% of average assets during 2025, 2024, and 2023, respectively.

Income Tax Expense. Income tax expense was $46.1 million in 2025, $22.4 million in 2024, and $40.8 million in 2023. Income tax expense increased $23.8 million during 2025 compared to 2024, primarily as a result of higher pre-tax income during 2025 and discrete items related to an uncertain tax position and a deferred tax item from prior tax years. Income tax expense decreased $18.4 million during 2024 compared to 2023, primarily as a result of lower pre-tax income during 2024. Income tax expense during 2024 included $9.1 million of expense related to the taxable gain and Modified Endowment Contract (“MEC”) Tax on the surrender of legacy bank owned life insurance (“BOLI”) assets.

The Company’s consolidated tax rate was 29.4%, 43.5% and 29.8% in 2025, 2024, and 2023, respectively.

Comparison of Financial Condition at December 31, 2025 and December 31, 2024

Assets. Assets totaled $15.34 billion at December 31, 2025, $988.4 million above their level at December 31, 2024, primarily due to an increase in cash and due from banks of $1.07 billion, an increase in BOLI of $110.5 million and an increase in total securities of $88.8 million, partially offset by a decrease in the loan portfolio of $122.4 million, a decrease in other assets of $88.0 million, a decrease in derivative assets of $40.2 million and a decrease in loans held for sale of $20.6 million.

Total net loans held for investment decreased $122.4 million during the year ended December 31, 2025, to $10.66 billion at period end. During the period, loan originations, excluding new lines, were $701.1 million.

Total securities increased $88.8 million during the year ended December 31, 2025, to $1.42 billion at period end, primarily due to purchases of $274.4 million and a decrease in unrealized losses of $23.7 million, offset in part by proceeds from principal payments, calls and maturities of $170.8 million and the proceeds from the sale of available for sale securities of $38.8 million. There were no transfers to or from securities held-to-maturity for the year ended December 31, 2025 or 2024.

BOLI increased $110.5 million during the year ended December 31, 2025, to $401.2 million. The increase in BOLI is primarily due to completion of the restructuring initiative that began in late 2024, as well as purchases of new BOLI assets.

Liabilities. Total liabilities increased $909.1 million during the year ended December 31, 2025, to $13.87 billion at period end, primarily due to an increase in deposits of $1.16 billion, partially offset by a decrease in FHLBNY advances of $100.0 million, a decrease in derivative cash collateral of $60.0 million, a decrease in other short-term borrowings of $50.0 million and a decrease in derivative liabilities of $34.8 million.

Stockholders’ Equity. Stockholders’ equity increased $79.3 million during the year ended December 31, 2025, to $1.48 billion at period end, primarily due to net income for the period of $110.7 million and a decrease in accumulated other comprehensive loss of $13.6 million, offset in part by common stock dividends of $43.8 million and preferred stock dividends of $7.3 million.

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Loan Portfolio Composition

The following table presents an analysis of outstanding loans by loan type, excluding loans held for sale, net of unearned discounts and premiums and deferred origination fees and costs, at the dates presented:


	December 31,
(In thousands)	2025				2024				2023
Business loans⁽¹⁾	$	3,240,436	30.1	%	$	2,725,726	25.1	%	$	2,308,171	21.4	%
One-to-four family residential and coop/condo apartment		1,035,803	9.6			951,528	8.8			887,555	8.2
Multifamily residential and residential mixed-use		3,424,522	31.8			3,820,283	35.1			4,017,176	37.3
Non-owner-occupied commercial real estate		2,933,011	27.3			3,230,535	29.7			3,379,667	31.4
ADC		117,215	1.1			136,172	1.3			168,513	1.6
Other loans		6,558	0.1			5,084	-			5,755	0.1
Total		10,757,545	100.0	%		10,869,328	100.0	%		10,766,837	100.0	%
Fair value hedge basis point adjustments ⁽²⁾		663				2,615				6,591
Total loans, net of fair value hedge basis point adjustments		10,758,208				10,871,943				10,773,428
Allowance for credit losses		(97,372)				(88,751)				(71,743)
Loans held for investment, net	$	10,660,836				10,783,192				10,701,685

(1)	Business loans include C&I loans and owner-occupied commercial real estate loans.

(2)	The loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged owner-occupied commercial real estate in business loans, one-to-four family residential mortgage loans, multifamily residential mortgage loans and non-owner-occupied commercial real estate loans.

During the year ended December 31, 2025, business loans increased $514.7 million and one-to-four family loans increased $84.3 million, multifamily loans decreased $395.8 million, non-owner-occupied CRE loans decreased $297.5 million, and ADC loans decreased $19.0 million.

Loan Purchases, Sales and Servicing

In the event that the Bank sells loans in the secondary market or through securitization, it generally retains servicing rights on the loans sold. Servicing fees are typically derived based upon the difference between the actual origination rate and contractual pass-through rate of the loans at the time of sale. At December 31, 2025 and 2024, the Bank had recorded servicing rights assets ("SRAs") of $2.1 million and $2.4 million, respectively, associated with the sale of loans to third-party institutions in which the Bank retained the servicing of the loan. The Bank outsources the servicing of a portion of our one-to-four family mortgage loan portfolio to an unrelated third-party under a sub-servicing agreement. Fees paid under the sub-servicing agreement are reported as a component of Other non-interest expense in the Consolidated Statements of Operations.

Loan Maturity and Repricing

The following table presents the portfolio of fixed and adjustable rate loans (“ARMs”) by the earlier of the maturity or next reprice date as of December 31, 2025. ARMs have repricing frequencies of greater than or equal to one year and are included in the period during which their interest rates are next scheduled to adjust or mature. The table does not include scheduled principal amortization.


(In thousands)	Less than 1 year		1 to 2 years		2 to 3 years		3 to 5 years		Over 5 years		Total
Business loans	$	128,261	$	151,338	$	137,937	$	330,260	$	304,190	$	1,051,986
One-to-four family residential and coop/condo apartment		103,220		67,012		105,720		303,661		455,110		1,034,723
Multifamily residential and residential mixed-use		735,542		991,956		246,893		602,869		245,667		2,822,927
Non-owner-occupied commercial real estate		518,505		501,418		468,308		405,784		348,181		2,242,196
ADC		91		1,683		—		—		7,601		9,375
Other loans		19		151		278		296		5,620		6,364
Total	$	1,485,638	$	1,713,558	$	959,136	$	1,642,870	$	1,366,369	$	7,167,571

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Variable rate loans have repricing frequencies less than one year. The following table presents variable rate loans by time to maturity as of December 31, 2025:


(In thousands)	Less than 1 year		1 to 2 years		2 to 3 years		3 to 5 years		Over 5 years		Total
Variable rate loans	$	888,819	$	395,565	$	676,184	$	856,130	$	773,276	$	3,589,974

Concentrations of Lending Activities

Non-owner-occupied commercial real estate loans and multifamily residential and residential mixed-use loans have collectively represented the largest percentage of the Company’s loan portfolio, accounting for 59% and 65% of total loans held for investment as of December 31, 2025 and 2024, respectively. Non-owner-occupied commercial real estate loans represent 27% and 30% of total loans held for investment as of December 31, 2025 and 2024, respectively. Multifamily residential and residential mixed-use loans made up 32% and 35% of total loans held for investment as of December 31, 2025 and 2024, respectively. The Company expects that non-owner-occupied commercial real estate loans and multifamily residential and residential mixed-use loans will continue to be a significant portion of the Company’s total loan portfolio.

Non-owner-occupied commercial real estate loans and multifamily residential and residential mixed-use loans are subject to a varying degree of risk associated with changing general economic conditions. The Company employs heightened risk management practices that address key elements, including board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and maintenance of appropriate capital levels as needed to support lending activities.

Despite the Company's concentration in non-owner-occupied commercial real estate and multifamily residential and residential mixed-use loans, the properties securing these portfolios are diversified in terms of type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry. As a matter of policy, the non-owner-occupied commercial real estate loan and the multifamily residential and residential mixed-use loan portfolios are subject to risk exposure limits by individual asset classes as well as geographic collateral locations outside of our market areas.

We regularly identify and assess concentration levels through ongoing reporting to our Board of Directors as well as committees at both the Board and Management levels. The Management team has extensive knowledge and experience in underwriting non-owner-occupied commercial real estate loans and multifamily residential and residential mixed-use loans. Management has established the Credit Risk Management Committee which meets quarterly to review all policies and procedures, large lending exposures, and emerging trends including trends related to delinquency, debt service coverage ratios, loan-to-value, and loan ratings to aid in early detection and escalation of potential issues. The Company has a dedicated team responsible for conducting comprehensive annual reviews of the portfolios, ensuring consistent oversight. Credit underwriting standards are periodically reviewed and adjusted based upon observations from our ongoing monitoring of economic conditions in major real estate markets in which we lend. In response to the current dynamic interest rate environment and changes in the benchmark rates that determine loan pricing, the Company has enhanced its stress testing and loan review activities to mitigate interest rate reset risk with a specific emphasis on borrowers' abilities to absorb the impact of higher interest loan rates and measure the resiliency of the portfolios. As a general rule, Management takes a selective approach to originating non-owner-occupied commercial real estate and multifamily residential and residential mixed-use loans, prioritizing quality and strategic alignment.

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The following tables present the composition by property type and weighted average loan-to-value (“LTV”) of the Company’s non-owner-occupied commercial real estate loans:

December 31, 2025

Weighted

Average

(Dollars in thousands)

Other

Balance

LTV

 

Investor commercial real estate:

Retail

956,123

65,449

3,463

1,025,035

Investor office

386,265

141,502

3,055

530,822

Warehouse/ Industrial

301,698

14,510

68,057

384,265

Hotels

329,424

419

11,709

341,552

Supportive housing

168,858

—

168,858

Medical office

73,319

—

27,852

101,171

Educational facility or library

112,360

—

112,360

Medical facility

60,383

—

60,383

Other ⁽¹⁾

203,268

2,663

2,634

208,565

Total investor commercial real estate

2,591,698

224,543

116,770

2,933,011

(1)	Includes various property types such as gas stations, restaurants, storage facilities, and other special use properties.


	December 31, 2024
									Weighted
									Average
(Dollars in thousands)		NY		NJ		Other	Balance		LTV
Investor commercial real estate:
Retail	$	1,085,618	$	62,990	$	3,594	$	1,152,202	51	%
Investor office		439,359		162,367		3,127		604,853	58
Warehouse/ Industrial		337,288		16,675		69,314		423,277	53
Hotels		356,450		425		11,934		368,809	57
Supportive housing		161,207		—		—		161,207	59
Medical office		106,403		—		28,470		134,873	62
Educational facility or library		120,719		—		—		120,719	59
Medical facility		60,866		—		—		60,866	71
Other ⁽¹⁾		196,304		2,763		4,662		203,729	54
Total investor commercial real estate	$	2,864,214		245,220		121,101	$	3,230,535	55	%

(1)	Includes various property types such as gas stations, restaurants, storage facilities, and other special use properties.

The following tables present the composition by property type and weighted average LTV of the Company’s multifamily residential and residential mixed-use loans:


	December 31, 2025
			Weighted
	Total		Average
(Dollars in thousands)	Balance		LTV
Multifamily residential and residential mixed-use:
New York City⁽¹⁾
100% rent regulated⁽²⁾	$	514,403	59	%
Majority rent regulated ⁽²⁾		585,325	59
Majority free market ⁽²⁾		1,644,100	54
Total New York City		2,743,828	56

Outside New York City		680,694	57
Total multifamily residential and residential mixed-use	$	3,424,522	56	%

(1)	New York City includes the Bronx, Brooklyn, Queens, Staten Island and Manhattan.

(2)	Composition based on revenue.

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	December 31, 2024
			Weighted
	Total		Average
(Dollars in thousands)	Balance		LTV
Multifamily residential and residential mixed-use:
New York City⁽¹⁾
100% rent regulated⁽²⁾	$	581,692	58	%
Majority rent regulated ⁽²⁾		643,908	59
Majority free market⁽²⁾		1,846,525	55
Total New York City		3,072,125	56

Outside New York City		748,158	59
Total multifamily residential and residential mixed-use	$	3,820,283	57	%

(1)	New York City includes the Bronx, Brooklyn, Queens, Staten Island and Manhattan.

(2)	Composition based on revenue.

Additional information related to the granularity in the non-owner-occupied commercial real estate and multifamily residential and residential mixed-use portfolios is presented in the tables below.


	December 31, 2025
			Number of
	Average		loans
(Dollars in thousands)	Loan Size		> $20 million
Investor commercial real estate:
Retail	$	2,582	3
Investor Office		5,964	8
Warehouse/ Industrial		3,805	4
Hotels		8,758	8
Supportive housing		21,107	3
Medical office		5,621	1
Educational facility or library		10,215	—
Medical facility		7,548	1
Other ⁽¹⁾		1,968	—

Multifamily residential and residential mixed-use:
New York City⁽²⁾
100% rent regulated ⁽³⁾		2,485	—
Majority rent regulated ⁽³⁾		3,728	2
Majority free market ⁽³⁾		3,850	6
Outside New York City		4,760	7

(1)	Includes various property types such as gas stations, restaurants, storage facilities, and other special use properties.

(2)	New York City includes the Bronx, Brooklyn, Queens, Staten Island and Manhattan.

(3)	Composition based on revenue.

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	December 31, 2024
			Number of
	Average		loans
(Dollars in thousands)	Loan Size		> $20 million
Investor commercial real estate:
Retail	$	2,613	4
Investor Office		5,989	9
Warehouse/ Industrial		3,779	4
Hotels		8,781	8
Supportive housing		20,151	3
Medical office		6,423	2
Educational facility or library		10,060	—
Medical facility		7,608	1
Other ⁽¹⁾		1,922	—

Multifamily residential and residential mixed-use:
New York City⁽²⁾
100% rent regulated ⁽³⁾		2,507	—
Majority rent regulated ⁽³⁾		3,810	2
Majority free market ⁽³⁾		3,904	7
Outside New York City		4,562	8

(1)	Includes various property types such as gas stations, restaurants, storage facilities, and other special use properties.

(2)	New York City includes the Bronx, Brooklyn, Queens, Staten Island and Manhattan.

(3)	Composition based on revenue.

Asset Quality

General

We do not originate or purchase loans, either whole loans or loans underlying mortgage-backed securities (“MBS”), which would have been considered subprime loans at origination, i.e., real estate loans advanced to borrowers who did not qualify for market interest rates because of problems with their income or credit history. See Note 3 of our Consolidated Financial Statements for a discussion and evaluation for impaired securities.

Monitoring and Collection of Delinquent Loans

Our management reviews delinquent loans on a monthly basis and reports to our Board of Directors or Committees of the Board of the Directors at each regularly scheduled Board or Committee meeting regarding the status of all non-performing and otherwise delinquent loans in our loan portfolio.

Our loan servicing policies and procedures require that an automated late notice be sent to a delinquent borrower as soon as possible after a payment is ten days late in the case of business loans, multifamily residential and mixed use, non-owner-occupied commercial real estate loans, and ADC loans, or fifteen days late in connection with one-to-four family and consumer loans. Thereafter, periodic letters are mailed and phone calls are placed to the borrower until payment is received or the loan is transferred to workout. When contact is made with the borrower at any time prior to foreclosure, we will attempt to obtain the full payment due or negotiate a repayment schedule with the borrower to avoid foreclosure.

Accrual of interest is generally discontinued on a loan that meets any of the following three criteria: (i) full payment of principal or interest is not expected; (ii) principal or interest has been in default for a period of 90 days or more (unless the loan is both deemed to be well secured and in the process of collection); or (iii) an election has otherwise been made to maintain the loan on a cash basis due to deterioration in the financial condition of the borrower. Such non-accrual determination practices are applied consistently to all loans regardless of their internal classification or designation. Upon entering non-accrual status, the system will reverse all outstanding accrued interest receivable.

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We generally initiate foreclosure proceedings on real estate loans when a loan enters non-accrual status based upon non-payment, unless the borrower is paying in accordance with an agreed upon modified payment agreement. We obtain an updated appraisal upon the commencement of legal action to calculate a potential collateral shortfall and to reserve appropriately for the potential loss. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure action is completed, the property securing the loan is transferred to Other Real Estate Owned (“OREO”) status. We generally attempt to utilize all available remedies, such as note sales in lieu of foreclosure, in an effort to resolve non-accrual loans and OREO properties as quickly and prudently as possible in consideration of market conditions, the physical condition of the property and any other mitigating circumstances. In the event that a non-accrual loan is subsequently brought current, it is returned to accrual status once the doubt concerning collectability has been removed and the borrower has demonstrated performance in accordance with the loan terms and has made at least six months of payments.

The C&I portfolio, which is within our business loans, is actively managed by our lenders. Most credit facilities typically require an annual review of the exposure and borrowers are required to submit annual financial reporting and loans are structured with financial covenants to indicate expected performance levels. Smaller C&I loans are monitored based on performance and the ability to draw against a credit line is curtailed if there are any indications of credit deterioration. Guarantors are also required to update their financial reporting on an annual basis or alternative schedule as provided in their loan documents. All exposures are credit risk rated and those entering adverse ratings due to financial performance concerns of the borrower or material delinquency of any payments or financial reporting are subjected to added management scrutiny and monitoring. Measures taken typically include amendments to the amount of the available credit facility, requirements for increased collateral, additional guarantor support or a material enhancement to the frequency and quality of financial reporting. Loans determined to reach adverse risk rating standards are monitored closely by Credit Administration to identify any potential credit losses. When warranted, loans reaching a Substandard rating could be reassigned to the Workout Group for direct handling.

Non-accrual Loans

Within our held-for-investment loan portfolio, non-accrual loans totaled $52.3 million at December 31, 2025 and $49.5 million at December 31, 2024.

Loan Restructurings

The Company applies the loan refinancing and restructuring guidance to determine whether a modification or other forms of restructuring result in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows, include conditions where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and/or a combination of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows.

Please refer to Note 4 of our condensed Consolidated Financial Statements for further discussion on loan restructurings.

OREO

Property acquired by the Bank, or a subsidiary, as a result of foreclosure on a mortgage loan or a deed in lieu of foreclosure is classified as OREO. Upon entering OREO status, we obtain a current appraisal on the property and reassesses the likely realizable value (a/k/a fair value) of the property quarterly thereafter. OREO is carried at the lower of the fair value or book balance, with any write downs recognized through a provision recorded in non-interest expense. Only the appraised value, or either a contractual or formal marketed value that falls below the appraised value, is used when determining the likely realizable value of OREO at each reporting period. We typically seek to dispose of OREO properties in a timely manner. As a result, OREO properties have generally not warranted subsequent independent appraisals.

There was no carrying value of OREO properties on our Consolidated Statements of Financial Condition at December 31, 2025 or December 31, 2024. We did not recognize any provisions for losses on OREO properties during the years ended December 31, 2025, 2024 or 2023.

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Past Due Loans

Loans Delinquent 30 to 59 Days

At December 31, 2025, we had loans totaling $28.8 million that were past due between 30 and 59 days, compared to $10.3 million at December 31, 2024. The 30 to 59-day delinquency levels fluctuate monthly, and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans.

Loans Delinquent 60 to 89 Days

At December 31, 2025, we had loans totaling $30.1 million that were past due between 60 and 89 days, compared to $31.3 million at December 31, 2024. The 60 to 89-day delinquency levels fluctuate monthly, and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans.

Accruing Loans 90 Days or More Past Due

There were no accruing loans 90 days or more past due at December 31, 2025 or 2024.

Reserve for Unfunded Loan Commitments

The Bank maintains a reserve, recorded in other liabilities, associated with unfunded loan commitments accepted by the borrower. The amount of reserve was $2.2 million and $2.7 million at December 31, 2025 and 2024, respectively. This reserve is determined based upon the outstanding volume of unfunded loan commitments at each period end. Any increases or reductions in this reserve are recognized in provision for credit losses.

Allowance for Credit Losses

Provision for credit losses of $43.0 million and $36.1 million were recorded during the twelve-month periods ended December 31, 2025 and 2024, respectively. The credit loss provision for the year ended December 31, 2025, was attributable to updates in the macroeconomic forecast, updated loss driver models, and charge-offs on non-owner-occupied real estate loans. The $36.1 million provision for credit losses recognized in 2024 was related to additional provisioning for the pooled multifamily, C&I, and criticized loan portfolios.

For further discussion of the allowance for credit losses and related activity during the years ended December 31, 2025, 2024 and 2023, please see Note 4 “Loans Held for Investment, Net” to the Consolidated Financial Statements.

The following table presents our allowance for credit losses allocated by loan type and the percent of each to total loans at the dates indicated:


	December 31,
	2025					2024					2023
				Percent					Percent					Percent
				of Loans					of Loans					of Loans
				in Each					in Each					in Each
				Category					Category					Category
	Allocated			to Total		Allocated			to Total		Allocated			to Total
(Dollars in thousands)	Amount			Loans		Amount			Loans		Amount			Loans
Business loans	$	49,770		30.12	%	$	42,898		25.08	%		35,962		21.44
One-to-four family residential and coop/condo apartment		10,034		9.63			9,501		8.75			6,813		8.24
Multifamily residential and residential mixed-use		14,053		31.84			11,946		35.16			7,237		37.31
Non-owner-occupied commercial real estate		21,130		27.26			21,876		29.72			19,623		31.39
ADC		2,070		1.09			2,323		1.25			1,989		1.57
Other loans		315		0.06			207		0.04			119		0.05
Total	$	97,372		100.00	%	$	88,751		100.00	%	$	71,743		100.00	%

Table of Contents

The following table sets forth information about our allowance for credit losses at or for the dates indicated:


	At or for the Year Ended December 31,
(Dollars in thousands)	2025			2024			2023
Total loans outstanding at end of period ⁽¹⁾	$	10,757,545		$	10,869,328		$	10,766,837
Average total loans outstanding during the period ⁽²⁾		10,811,001			10,821,821			10,764,598
Allowance for credit losses balance at end of period		97,372			88,751			71,743
Allowance for credit losses to total loans at end of period		0.91	%		0.82	%		0.67	%
Non-performing loans to total loans at end of period		0.49			0.46			0.27
Allowance for credit losses to total non-performing loans at end of period		186.14			179.37			246.55

Ratio of net charge-offs to average loans outstanding during the period:
Business loans		0.23	%		0.30	%		1.37	%
One-to-four family residential and coop/condo apartment		—			—			—
Multifamily residential and residential mixed-use		—			0.12			—
Non-owner-occupied commercial real estate		0.82			0.21			—
Other loans		0.72			1.80			4.34
Total		0.30			0.18			0.14

(1)	Total loans represent gross loans (excluding loans held for sale), fair value hedge basis point adjustments, inclusive of deferred fees/costs and premiums/discounts.

(2)	Total average loans represent gross loans (including loans held for sale and fair value hedge basis point adjustments), inclusive of deferred loan fees/costs and premiums/discounts.

Investment Activities

Securities available-for-sale

The following table presents the amortized cost, fair value and weighted average yield of our securities available-for-sale at December 31, 2025, categorized by remaining period to contractual maturity:

Dime Community Bancshares, Inc. /NY/ 10-K