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At September 30, 2024, the amortized cost basis of the closed portfolio used in this hedging relationship was $448.3 million. The cumulative basis adjustment associated with this hedging relationship was $1.4 million and the amount of the designated hedged item was $1.1 million. Represents the amortization of net actuarial loss relating to the Corporation’s defined benefit pension plan. This item is a component of net periodic pension cost and is included in the consolidated statements of income in the line item “Other noninterest income.” Certain fixed rate residential mortgage loans are included in a fair value hedging relationship. The amortized cost excludes a contra asset of $3.7 million related to basis adjustments for loans in the closed portfolio under the portfolio layer method at June 30, 2024. These basis adjustments would be allocated to the amortized cost of specific loans within the pool if the hedge was de-designated. See "Note 7 - Derivatives" for more information on the fair value hedge. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

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

For the transition period from

Commission file number 001-32964

THE FIRST OF LONG ISLAND CORPORATION

(Exact name of registrant as specified in its charter)

New York	11-2672906
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

275 Broadhollow Road, Melville, NY	11747
(Address of principal executive offices)	(Zip Code)

(516) 671-4900

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, $0.10 par value per share	FLIC	Nasdaq

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 12 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 the 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 ☐	Emerging Growth Company ☐
Smaller Reporting 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~October~~April 2430, ~~2024~~2025, the registrant had 22,~~543~~679,~~670~~517 shares of common stock, $0.10 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Income	2
	Consolidated Statements of Comprehensive Income (Loss)	3
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Changes in Stockholders’ Equity	4
	Consolidated Statements of Cash Flows	65
	Notes to Unaudited Consolidated Financial Statements	76
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3230
ITEM 4.	Controls and Procedures	3432
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	3432
ITEM 1A.	Risk Factors	3533
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3733
ITEM 3.	Defaults Upon Senior Securities	3733
ITEM 4.	Mine Safety Disclosures	3733
ITEM 5.	Other Information	3733
ITEM 6.	Exhibits	3733
	Signatures	3935

Table of Contents

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,			December 31,
	March 31,			December 31,
(dollars in thousands)	~~2024~~2025			~~2023~~2024
Assets:
Cash and cash equivalents	$	7867,~~568~~555		$	6038,~~887~~330
Investment securities available-for-sale, at fair value		~~659~~615,~~696~~350			~~695~~624,~~877~~779
Loans:
Commercial and industrial		~~146~~134,~~440~~095			~~116~~136,~~163~~732
Secured by real estate:
Commercial mortgages		1,~~950~~929,~~008~~881			1,~~919~~963,~~714~~107
Residential mortgages		1,~~103~~065,~~937~~380			1,~~166~~084,~~887~~090
Home equity lines		3633,~~962~~452			4436,~~070~~468
Consumer and other		1,~~150~~126			1,~~230~~210
		3,238,497			3,248,064
		3,163,934			3,221,607
Allowance for credit losses		(28,~~647~~308	)		(28,~~992~~331	)
		3,209,850			3,219,072
		3,135,626			3,193,276
Restricted stock, at cost		2824,~~191~~329			3227,~~659~~712
Bank premises and equipment, net		3028,~~180~~411			3129,~~414~~135
Right-of-use asset - operating leases		2018,~~359~~358			2218,~~588~~951
Bank-owned life insurance		~~116~~117,~~192~~471			~~114~~117,~~045~~075
Pension plan assets, net		1011,~~421~~693			1011,~~740~~806
Deferred income tax benefit		2735,~~779~~022			2836,~~996~~192
Other assets		2022,~~243~~491			1922,~~622~~080
	$	4,~~201~~076,~~479~~306		$	4,~~235~~119,~~900~~336
Liabilities:
Deposits:
Checking	$	1,~~121~~072,~~871~~766		$	1,~~133~~074,~~184~~671
Savings, NOW and money market		1,~~594~~587,~~317~~030			1,~~546~~574,~~369~~160
Time		~~610~~635,~~876~~789			~~591~~616,~~433~~027
		3,327,064			3,270,986
		3,295,585			3,264,858
Overnight advances		—			~~70,000~~—
Other borrowings		~~445~~360,000			~~472~~435,~~500~~000
Operating lease liability		2220,~~876~~348			2421,~~940~~964
Accrued expenses and other liabilities		17,~~958~~533			1718,~~328~~648
		3,812,898			3,855,754
		3,693,466			3,740,470
Stockholders' Equity:
Common stock, par value $0.10 per share:
Authorized, 80,000,000 shares;
Issued and outstanding, 22,532,080 and 22,590,942 shares		2,253			2,259
Issued and outstanding, 22,635,724 and 22,595,349 shares		2,264			2,260
Surplus		79,~~157~~866			79,~~728~~731
Retained earnings		~~355~~353,~~541~~043			~~355~~354,~~887~~051
		436,951			437,874
		435,173			436,042
Accumulated other comprehensive loss, net of tax		(4852,~~370~~333	)		(57,~~728~~176	)
		388,581			380,146
		382,840			378,866
	$	4,~~201~~076,~~479~~306		$	4,~~235~~119,~~900~~336

See notes to unaudited consolidated financial statements

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Nine Months Ended						Three Months Ended
	Three Months Ended
	September 30,						September 30,
	March 31,
(in thousands, except per share data)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Interest and dividend income:
Loans	$	~~102~~33,~~679~~785		$	9433,~~706~~543		$	~~35,026~~		$	~~32,818~~
Investment securities:
Taxable		205,~~701~~374			156,~~877~~993			~~6,229~~			~~6,594~~
Nontaxable		~~2,872~~956			~~3,976~~960			~~955~~			~~1,004~~
		126,252			114,559			42,210			40,416
		40,115			41,496
Interest expense:
Savings, NOW and money market deposits		3310,~~637~~318			2210,~~188~~083			~~12,117~~			~~8,802~~
Time deposits		206,~~748~~403			136,~~086~~977			~~6,712~~			~~5,785~~
Overnight advances		~~392~~71			~~596~~263			~~125~~			50
Other borrowings		164,~~283~~501			116,~~782~~012			~~4,656~~			~~4,347~~
		71,060			47,652			23,610			18,984
		21,293			23,335
Net interest income		5518,~~192~~822			6618,~~907~~161			~~18,600~~			~~21,432~~
Provision (credit) for credit losses		740			(1,227	)		170			(171	)
Provision for credit losses		168			—
Net interest income after provision (credit) for credit losses		54,452			68,134			18,430			21,603
Net interest income after provision for credit losses		18,654			18,161
Noninterest income:
Bank-owned life insurance		~~2,573~~912			~~2,383~~840			~~876~~			~~809~~
Service charges on deposit accounts		~~2,543~~829			~~2,243~~880			~~842~~			~~703~~
Net loss on sales of securities		—			~~(3,489~~—	)		—			—
Other		~~3,732~~976			21,~~802~~054			~~1,492~~			~~732~~
		8,848			3,939			3,210			2,244
		2,717			2,774
Noninterest expense:
Salaries and employee benefits		299,~~169~~711			299,~~268~~974			~~9,695~~			~~9,649~~
Occupancy and equipment		93,~~289~~233			93,~~974~~214			~~2,965~~			~~3,253~~
Merger expenses		~~866~~230			—			~~866~~			—
Branch consolidation expenses		547			—			547			—
Other		3,954			3,018
Other		9,635			10,010			3,378			3,262
		17,128			16,206
		49,506			49,252			17,451			16,164
Income before income taxes		4,243			4,729
Income before income taxes		13,794			22,821			4,189			7,683
Income tax expense		487			294
Income tax (benefit) expense		(38	)		2,641			(410	)		883
Net income	$	3,756		$	4,435
Net income	$	13,832		$	20,180		$	4,599		$	6,800
Weighted average:
Weighted average:
Common shares		22,625,117			22,520,568
Common shares		22,520,026			22,538,520			22,529,051			22,569,716
Dilutive restricted stock units		86,270			73,827
Dilutive restricted stock units		87,716			69,010			138,272			86,914
Dilutive weighted average common shares		22,711,387			22,594,395
Dilutive weighted average common shares		22,607,742			22,607,530			22,667,323			22,656,630
Earnings per share:
Earnings per share:
Basic	$	0.17		$	0.20
Basic	$	0.61		$	0.90		$	0.20		$	0.30
Diluted		0.17			0.20
Diluted		0.61			0.89			0.20			0.30
Cash dividends declared per share		0.21			0.21
Cash dividends declared per share		0.63			0.63			0.21			0.21

See notes to unaudited consolidated financial statements

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (~~LOSS) (~~UNAUDITED)

Nine Months Ended

Three Months Ended

September 30,

March 31,

(in thousands)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Net income

133,~~832~~756

204,~~180~~435

~~4,599~~

~~6,800~~

Other comprehensive income (loss):

Change in net unrealized holding gains (losses) on available-for-sale securities

136,~~007~~921

(241,~~139~~789

)

~~16,938~~

~~(18,942~~

)

Change in funded status of pension plan

~~600~~118

~~763~~200

~~200~~

~~254~~

Other comprehensive income (loss) before income taxes

137,~~607~~039

(231,~~376~~589

)

~~17,138~~

~~(18,688~~

)

Income tax expense (benefit)

42,~~249~~196

(~~7,095~~397

)

~~5,241~~

~~(5,738~~

)

Other comprehensive income (loss)

94,~~358~~843

(161,~~281~~192

)

~~11,897~~

~~(12,950~~

)

Comprehensive income (loss)

23,190

3,899

16,496

(6,150

)

Comprehensive income

8,599

3,243

See notes to unaudited consolidated financial statements

Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

	Nine Months Ended September 30, 2024
	Three Months Ended March 31, 2025
													Accumulated
													Other
	Common Stock									Retained			Comprehensive
(dollars in thousands)	Shares			Amount			Surplus			Earnings			Loss			Total
Balance, January 1, 2024		22,590,942		$	2,259		$	79,728		$	355,887		$	(57,728	)	$	380,146
Balance, January 1, 2025		22,595,349		$	2,260		$	79,731		$	354,051		$	(57,176	)	$	378,866
Net income											43,~~435~~756						43,~~435~~756
Other comprehensive loss														(1,192	)		(1,192	)
Other comprehensive income														4,843			4,843
Repurchase of common stock		(167,526	)		(17	)		(2,003	)								(2,020	)
Shares withheld upon the vesting and conversion of RSUs		(22,761	)		(2	)		(291	)								(293	)
Shares withheld upon the vesting and conversion of RSUs		(19,530	)		(2	)		(250	)								(252	)
Common stock issued under stock compensation plans		50,519			5			9									14
Common stock issued under stock compensation plans		46,926			5			9									14
Common stock issued under dividend reinvestment and stock purchase plan		12,617			1			142									143
Common stock issued under dividend reinvestment and stock purchase plan		27,116			3			305									308
Stock-based compensation expense								275									275
Stock-based compensation								401									401
Cash dividends declared											(4,764	)					(4,764	)
Cash dividends declared											(4,717	)					(4,717	)
Balance, March 31, 2025		22,635,724		$	2,264		$	79,866		$	353,043		$	(52,333	)	$	382,840
Balance, March 31, 2024		22,477,928			2,248			78,190			355,605			(58,920	)		377,123
Net income											4,798						4,798
Other comprehensive loss														(1,347	)		(1,347	)
Shares withheld upon the vesting and conversion of RSUs		(513	)					(5	)								(5	)
Common stock issued under stock compensation plans		40,466			4			12									16
Stock-based compensation								340									340
Cash dividends declared											(4,729	)					(4,729	)
Balance, June 30, 2024		22,517,881			2,252			78,537			355,674			(60,267	)		376,196
Net income											4,599						4,599
Other comprehensive income														11,897			11,897
Common stock issued under stock compensation plans		1,238						15									15
Common stock issued under dividend reinvestment and stock purchase plan		12,961			1			146									147
Stock-based compensation								459									459
Cash dividends declared											(4,732	)					(4,732	)
Balance, September 30, 2024		22,532,080		$	2,253		$	79,157		$	355,541		$	(48,370	)	$	388,581

	Three Months Ended March 31, 2024
													Accumulated
													Other
	Common Stock									Retained			Comprehensive
(dollars in thousands)	Shares			Amount			Surplus			Earnings			Loss			Total
Balance, January 1, 2024		22,590,942		$	2,259		$	79,728		$	355,887		$	(57,728	)	$	380,146
Net income											4,435						4,435
Other comprehensive loss														(1,192	)		(1,192	)
Repurchase of common stock		(167,526	)		(17	)		(2,003	)								(2,020	)
Shares withheld upon the vesting and conversion of RSUs		(19,530	)		(2	)		(250	)								(252	)
Common stock issued under stock compensation plans		46,926			5			9									14
Common stock issued under dividend reinvestment and stock purchase plan		27,116			3			305									308
Stock-based compensation expense								401									401
Cash dividends declared											(4,717	)					(4,717	)
Balance, March 31, 2024		22,477,928		$	2,248		$	78,190		$	355,605		$	(58,920	)	$	377,123

See notes to unaudited consolidated financial statements

Table of Contents

CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH INFLOWS ~~STOCKHOLDERS' EQUITY~~ (UNAUDITED)

	Nine Months Ended September 30, 2023
	Three Months Ended March 31,
													Accumulated
(in thousands)	2025			2024
													Other
Cash Flows From Operating Activities:
	Common Stock									Retained			Comprehensive
Net income	$	3,756		$	4,435
(dollars in thousands)	Shares			Amount			Surplus			Earnings			Loss			Total
Adjustments to reconcile net income to net cash provided by operating activities:
Balance, January 1, 2023		22,443,380		$	2,244		$	78,462		$	348,597		$	(64,767	)	$	364,536
Provision for credit losses		168			—
Net income											6,481						6,481
(Credit) provision for deferred income taxes		(1,026	)		(744	)
Other comprehensive income														3,849			3,849
Depreciation and amortization of premises and equipment		758			769
Shares withheld upon the vesting and conversion of RSUs		(47,275	)		(5	)		(846	)								(851	)
Amortization of right-of-use asset - operating leases		593			656
Common stock issued under stock compensation plans		103,015			11			6									17
Premium amortization on investment securities, net		623			494
Common stock issued under dividend reinvestment and stock purchase plan		32,665			3			500									503
Stock-based compensation expense		275			401
Stock-based compensation								499									499
Accretion of cash surrender value on bank-owned life insurance		(912	)		(840	)
Cash dividends declared											(4,727	)					(4,727	)
Pension expense		231			306
Balance, March 31, 2023		22,531,785			2,253			78,621			350,351			(60,918	)		370,307
Decrease in other liabilities		(2,750	)		(455	)
Net income											6,899						6,899
Other increases in assets		(634	)		(3,945	)
Other comprehensive loss														(7,180	)		(7,180	)
Net cash provided by operating activities		1,082			1,077
Shares withheld upon the vesting and conversion of RSUs		(623	)					(7	)								(7	)
Cash Flows From Investing Activities:
Common stock issued under stock compensation plans		25,834			3			12									15
Available-for-sale securities:
Stock-based compensation								638									638
Proceeds from maturities and redemptions		16,889			16,542
Cash dividends declared											(4,738	)					(4,738	)
Purchases		(1,162	)		(60	)
Balance, June 30, 2023		22,556,996			2,256			79,264			352,512			(68,098	)		365,934
Net decrease in loans		57,482			10,833
Net income											6,800						6,800
Net decrease in restricted stock		3,383			1,315
Other comprehensive loss														(12,950	)		(12,950	)
Purchases of premises and equipment, net		(34	)		(312	)
Common stock issued under stock compensation plans		987						13									13
Proceeds from death benefit of bank-owned life insurance		753			—
Common stock issued under dividend reinvestment and stock purchase plan		15,439			1			187									188
Net cash provided by investing activities		77,311			28,318
Stock-based compensation								373									373
Cash Flows From Financing Activities:
Cash dividends declared											(4,740	)					(4,740	)
Net increase in deposits		30,727			55,521
Balance, September 30, 2023		22,573,422		$	2,257		$	79,837		$	354,572		$	(81,048	)	$	355,618
Net decrease in overnight advances		—			(70,000	)
Proceeds from other borrowings		—			100,000
Repayment of other borrowings		(75,000	)		(57,500	)
Proceeds from issuance of common stock, net of shares withheld		(150	)		56
Repurchase of common stock		—			(2,020	)
Cash dividends paid		(4,745	)		(9,461	)
Net cash (used in) provided by financing activities		(49,168	)		16,596
Net increase in cash and cash equivalents		29,225			45,991
Cash and cash equivalents, beginning of year		38,330			60,887
Cash and cash equivalents, end of period	$	67,555		$	106,878
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest	$	23,156		$	22,263
Income taxes		26			414
Operating cash flows from operating leases		1,783			871
Noncash investing and financing activities:
Cash dividends payable		4,754			—

See notes to unaudited consolidated financial statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30,
(in thousands)	2024			2023
Cash Flows From Operating Activities:
Net income	$	13,832		$	20,180
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (credit) for credit losses		740			(1,227	)
Credit provision for deferred income taxes		(3,032	)		(445	)
Depreciation and amortization of premises and equipment		2,357			2,314
Amortization of right-of-use asset - operating leases		2,229			1,988
Premium amortization on investment securities, net		1,825			1,597
Net loss on sales of securities		—			3,489
Stock-based compensation expense		1,200			1,510
Accretion of cash surrender value on bank-owned life insurance		(2,573	)		(2,383	)
Pension expense		919			1,118
Decrease in other liabilities		(1,422	)		(1,210	)
Other increases in assets		(1,032	)		(12,545	)
Net cash provided by operating activities		15,043			14,386
Cash Flows From Investing Activities:
Available-for-sale securities:
Proceeds from sales		—			145,451
Proceeds from maturities and redemptions		51,267			41,389
Purchases		(3,904	)		(206,155	)
Proceeds from sales of loans held-for-sale		1,092			—
Net decrease in loans		7,476			56,318
Net decrease in restricted stock		4,468			921
Purchases of premises and equipment, net		(1,286	)		(2,611	)
Proceeds from disposition of premises and facilities held-for-sale		383			2,291
Proceeds from death benefit of bank-owned life insurance		576			—
Net cash provided by investing activities		60,072			37,604
Cash Flows From Financing Activities:
Net increase (decrease) in deposits		56,078			(27,124	)
Net decrease in overnight advances		(70,000	)		—
Proceeds from other borrowings		245,000			125,000
Repayment of other borrowings		(272,500	)		(153,500	)
Proceeds from issuance of common stock, net of shares withheld		198			(167	)
Repurchase of common stock		(2,020	)		—
Cash dividends paid		(14,190	)		(14,178	)
Net cash used in financing activities		(57,434	)		(69,969	)
Net increase (decrease) in cash and cash equivalents		17,681			(17,979	)
Cash and cash equivalents, beginning of year		60,887			74,178
Cash and cash equivalents, end of period	$	78,568		$	56,199
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest	$	71,568		$	44,961
Income taxes		3,621			2,820
Operating cash flows from operating leases		2,629			2,189
Noncash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities		—			1,280
Cash dividends payable		4,732			4,740
Loans transferred from portfolio to held-for-sale		1,006			—

See notes to unaudited consolidated financial statements

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 - BASIS OF PRESENTATION

The accounting and reporting policies of The First of Long Island Corporation (“Corporation”) reflect banking industry practice and conform to generally accepted accounting principles (“GAAP”) in the United States.

The consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiary, The First National Bank of Long Island (“Bank”). The Bank has one wholly owned subsidiary: FNY Service Corp., an investment company. The Bank and FNY Service Corp. jointly own another subsidiary, The First of Long Island REIT, Inc., a real estate investment trust. The consolidated entity is referred to as the “Corporation” and the Bank and its subsidiaries are collectively referred to as the “Bank.” All intercompany balances and amounts have been eliminated. For further information refer to the consolidated financial statements and notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

The consolidated financial information included herein as of and for the periods ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is unaudited. However, such information reflects all adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The December 31, ~~2023~~2024 consolidated balance sheet was derived from the Corporation's December 31, ~~2023~~2024 audited consolidated financial statements. When appropriate, items in the prior year financial statements are reclassified to conform to the current period presentation.

Use of Estimates. In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported asset and liability balances, revenue and expense amounts, and the disclosures provided, including disclosure of contingent assets and liabilities, based on available information. Actual results could differ significantly from those estimates. Information available which could affect these judgements includes, but is not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers.

2 - COMPREHENSIVE INCOME

Comprehensive income includes net income and other comprehensive income (loss) (“OCI”). OCI includes revenues, expenses, gains and losses that under GAAP are included in comprehensive income but excluded from net income. OCI for the Corporation consists of net unrealized holding gains or losses on available-for-sale (“AFS”) securities and changes in the funded status of the Bank’s defined benefit pension plan, all net of related income taxes. Accumulated OCI is recognized as a separate component of stockholders’ equity.

The following table sets forth the components of accumulated OCI, net of tax.

Current

Balance

Period

Balance

(in thousands)

12/31/~~2023~~2024

Change

93/3031/~~2024~~2025

Unrealized holding loss on available-for-sale securities

(4950,~~809~~842

)

84,~~942~~761

(4046,~~867~~081

)

Unrealized actuarial loss on pension plan

(76,~~919~~334

)

~~416~~82

(76,~~503~~252

)

Accumulated other comprehensive loss, net of tax

(57,~~728~~176

)

94,~~358~~843

(4852,~~370~~333

)

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The components of OCI and the related tax effects are as follows:

	Nine Months Ended					Three Months Ended
	Three Months Ended
	September 30,					September 30,
	March 31,
(in thousands)	~~2024~~2025		~~2023~~2024			~~2024~~		~~2023~~
Change in net unrealized holding gains or losses on available-for-sale securities:
Change arising during the period	$	136,~~007~~921	$	(271,~~628~~789	)	$	~~16,938~~	$	~~(18,942~~	)
Reclassification adjustment for losses included in net income (1)		—		3,489			—		—
Tax effect		2,160		(459	)
		13,007		(24,139	)		16,938		(18,942	)
		4,761		(1,330	)
Tax effect		4,065		(7,329	)		5,180		(5,816	)
Change in funded status of pension plan:
		8,942		(16,810	)		11,758		(13,126	)
Amortization of net actuarial loss included in pension expense (1)		118		200
Change in funded status of pension plan:
Tax effect		36		62
Amortization of net actuarial loss included in pension expense (2)		600		763			200		254
		82		138
Tax effect		184		234			61		78
Other comprehensive income (loss)	$	4,843	$	(1,192	)
		416		529			139		176
Other comprehensive income (loss)	$	9,358	$	(16,281	)	$	11,897	$	(12,950	)

(1) Represents ~~net realized losses arising from~~ the ~~sale~~amortization of ~~AFS~~net ~~securities,~~actuarial ~~included~~loss inrelating to the ~~consolidated~~Corporation’s ~~statements~~defined ofbenefit ~~income~~pension inplan. ~~the~~This ~~line~~ item ~~“Net~~is ~~loss~~a oncomponent ~~sales~~ of ~~securities.”~~net ~~See~~periodic ~~“Note~~pension 3cost –and ~~Investment~~is ~~Securities” for the income tax benefit related to these net realized losses,~~ included in the consolidated statements of income in the line item “~~Income~~Other ~~tax~~noninterest ~~(benefit) expense~~income.”

(2) Represents the amortization of net actuarial loss relating to the Corporation’s defined benefit pension plan. This item is a component of net periodic pension cost and is included in the consolidated statements of income in the line item “Other noninterest income.”

3 - INVESTMENT SECURITIES

The following tables set forth the amortized cost and estimated fair values of the Bank’s AFS investment securities at the dates indicated.

September 30, 2024

March 31, 2025

Gross

Amortized

Unrealized

Fair

(in thousands)

Cost

Gains

Losses

Value

State and municipals

~~152~~151,~~095~~123

~~172~~9

(1117,~~869~~573

)

~~140~~133,~~398~~559

Pass-through mortgage securities

~~159~~156,~~514~~532

~~128~~31

(2325,~~509~~368

)

~~136~~131,~~133~~195

Collateralized mortgage obligations

~~178~~159,~~947~~799

~~1,411~~853

(1819,~~240~~365

)

~~162~~141,~~118~~287

SBA agency obligations

~~109~~95,~~012~~216

~~342~~250

(~~802~~1,022

)

~~108~~94,~~552~~444

Corporate bonds

119,000

—

(64,~~505~~135

)

~~112~~114,~~495~~865

~~718~~681,~~568~~670

21,~~053~~143

(6067,~~925~~463

)

~~659~~615,~~696~~350

December 31, 2023

December 31, 2024

State and municipals

~~155~~151,~~294~~909

~~317~~8

(1116,~~990~~374

)

~~143~~135,~~621~~543

Pass-through mortgage securities

~~165~~158,~~734~~789

—8

(2729,~~131~~357

)

~~138~~129,~~603~~440

Collateralized mortgage obligations

~~201~~166,~~500~~014

~~1,836~~595

(21,~~074~~550

)

~~182~~145,~~262~~059

SBA agency obligations

~~126~~102,~~228~~308

~~331~~262

(1,~~083~~143

)

~~125~~101,~~476~~427

Corporate bonds

119,000

—

(135,~~085~~690

)

~~105~~113,~~915~~310

~~767~~698,~~756~~020

~~2,484~~873

(74,~~363~~114

)

~~695~~624,~~877~~779

8 The Bank did not have any securities classified as held-to-maturity at March 31, 2025 and December 31, 2024.

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Small Business Administration (“SBA”) agency obligations are floating rate, government guaranteed securities backed by $8472.39 million of commercial mortgages and $2421.25 million of equipment finance loans at ~~September~~March 3031, ~~2024~~2025.

At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, investment securities with a carrying value of $~~280~~295.7 million and $~~203~~259.98 million, respectively, were pledged as collateral to secure public deposits ~~and borrowed funds~~.

There were no holdings of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024.

There was no allowance for credit losses associated with the investment securities portfolio at ~~September~~March 3031, ~~2024~~2025 or December 31, ~~2023~~2024.

Securities With Unrealized Losses. The following tables set forth securities with unrealized losses at the dates indicated presented by the length of time the securities have been in a continuous unrealized loss position.

	September 30, 2024
	March 31, 2025
	Less than					12 Months
	12 Months					or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(in thousands)	Value		Loss			Value		Loss			Value		Loss
State and municipals	$	314,~~038~~051	$	(31441	)	$	~~121~~116,~~565~~155	$	(1117,~~838~~132	)	$	~~124~~130,~~603~~206	$	(1117,~~869~~573	)
Pass-through mortgage securities		—7,639		—(47	)		~~128~~120,~~248~~123		(2325,~~509~~321	)		~~128~~127,~~248~~762		(2325,~~509~~368	)
Collateralized mortgage obligations		—		—			9792,~~893~~361		(1819,~~240~~365	)		9792,~~893~~361		(1819,~~240~~365	)
SBA agency obligations		—		—			8877,~~984~~636		(~~802~~1,022	)		8877,~~984~~636		(~~802~~1,022	)
Corporate bonds		—		—			~~112~~114,~~495~~865		(64,~~505~~135	)		~~112~~114,~~495~~865		(64,~~505~~135	)
Total temporarily impaired	$	321,~~038~~690	$	(31488	)	$	~~549~~521,~~185~~140	$	(6066,~~894~~975	)	$	~~552~~542,~~223~~830	$	(6067,~~925~~463	)

	December 31, 2023
	December 31, 2024
State and municipals	$	2914,~~522~~719	$	(~~719~~318	)	$	95117,~~725~~168	$	(1116,~~271~~056	)	$	~~125~~131,~~247~~887	$	(1116,~~990~~374	)
Pass-through mortgage securities		29,~~361~~364		(1179	)		~~134~~119,~~558~~191		(2729,~~130~~178	)		~~136~~128,~~919~~555		(2729,~~131~~357	)
Collateralized mortgage obligations		—3,726		—(33	)		~~102~~92,~~528~~366		(21,~~074~~517	)		~~102~~96,~~528~~092		(21,~~074~~550	)
SBA agency obligations		~~98,879~~—		~~(1,083~~—	)		—83,439		—(1,143	)		9883,~~879~~439		(1,~~083~~143	)
Corporate bonds		—		—			~~105~~113,~~915~~310		(135,~~085~~690	)		~~105~~113,~~915~~310		(135,~~085~~690	)
Total temporarily impaired	$	~~130~~27,~~762~~809	$	(~~1,803~~530	)	$	~~438~~525,~~726~~474	$	(7273,~~560~~584	)	$	~~569~~553,~~488~~283	$	(74,~~363~~114	)

Following is a discussion of unrealized losses by type of security, none of which are considered impaired at March 31, 2025.

State and Municipals

At ~~September~~March 3031, ~~2024~~2025, approximately $~~124~~130.62 million of state and municipal bonds had an unrealized loss of $1117.96 million. Substantially all the state and municipal bonds are considered high investment grade and rated Aa2/AA- or higher. The unrealized loss is primarily attributable to changes in interest rates and illiquidity and not credit quality. The issuers continue to make timely principal and interest payments on the bonds. The Bank ~~has~~does not have the ~~ability~~intent to ~~hold~~sell these securities, ~~and~~nor it is it likely that it will ~~not~~ be required to sell the securities before their anticipated recovery. The fair value is expected to recover as the bonds approach maturity.

Pass-through Mortgage Securities

At ~~September~~March 3031, ~~2024~~2025, pass-through mortgage securities of approximately $~~128~~127.28 million had an unrealized loss of $2325.54 million. These securities were issued by U.S. government and government-sponsored agencies and are considered high investment grade. The unrealized loss is attributable to changes in interest rates and not credit quality. The issuers continue to make timely principal and interest payments on the bonds. The Bank ~~has~~does not have the ~~ability~~intent to ~~hold~~sell these securities, ~~and~~nor it is it likely that it will ~~not~~ be required to sell the securities before their anticipated recovery. The fair value is expected to recover as the bonds approach maturity.

~~Collateralized Mortgage Obligations~~ 8

At September 30, 2024, collateralized mortgage obligations of approximately $97.9 million had an unrealized loss of $18.2 million. These securities were issued by U.S. government and government-sponsored agencies and are considered high investment grade. The unrealized loss is attributable to changes in interest rates and not credit quality. The issuers continue to make timely principal and interest payments on the bonds. The Bank has the ability to hold these securities and it is likely that it will not be required to sell the securities before their anticipated recovery. The fair value is expected to recover as the bonds approach maturity.

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Collateralized Mortgage Obligations

At March 31, 2025, collateralized mortgage obligations of approximately $92.4 million had an unrealized loss of $19.4 million. These securities were issued by U.S. government and government-sponsored agencies and are considered high investment grade. The unrealized loss is attributable to changes in interest rates and not credit quality. The issuers continue to make timely principal and interest payments on the bonds. The Bank does not have the intent to sell these securities, nor is it likely that it will be required to sell the securities before their anticipated recovery. The fair value is expected to recover as the bonds approach maturity.

SBA Agency Obligations

At ~~September~~March 3031, ~~2024~~2025, SBA agency obligations of approximately $8977.06 million had an unrealized loss of $~~802,000~~1.0 million. These securities were issued by the SBA, a U.S. government agency and are considered high investment grade. The unrealized loss is attributable to changes in interest rates and not credit quality. The issuer continues to make timely principal and interest payments on the bonds. The Bank ~~has~~does not have the ~~ability~~intent to ~~hold~~ sell these securities, ~~and~~nor it is it likely that it will ~~not~~ be required to sell the securities before their anticipated recovery. The fair value is expected to recover as the bonds approach maturity.

Corporate Bonds

At ~~September~~March 3031, ~~2024~~2025, approximately $~~112~~114.59 million of corporate bonds had an unrealized loss of $64.51 million. The corporate bonds represent senior unsecured debt obligations of six of the largest U.S. based financial institutions, including JPMorgan Chase, Bank of America, Citigroup, Goldman Sachs, Morgan Stanley and Wells Fargo. Each of the corporate bonds has a stated maturity of ten years and matures in 2028. The bonds reprice quarterly based on the ten year constant maturity swap rate.

Each of the financial institutions is considered upper medium investment grade and rated A3 or higher. The unrealized loss is attributable to changes in credit spreads and interest rates and the illiquid nature of the securities. The Bank does not have the intent to sell these securities, ~~and~~nor it is it likely that it will ~~not~~ be required to sell the securities before their anticipated recovery. Each of these financial institutions has diversified revenue streams, is well capitalized and continues to make timely interest payments. Management evaluates the quarterly financial statements of each company to determine if full payment of principal and interest is in doubt and does not believe there is any impairment at ~~September~~March 3031, ~~2024~~2025.

Sales of AFS Securities. There ~~Sales~~were no sales of AFS securities ~~were~~during asthe ~~follows:~~three months ended March 31, 2025 and 2024.

	Nine Months Ended					Three Months Ended
	September 30,					September 30,
(in thousands)	2024		2023			2024		2023
Proceeds	$	—	$	145,451		$	—	$	—
Gains	$	—	$	—		$	—	$	—
Losses		—		(3,489	)		—		—
Net loss	$	—	$	(3,489	)	$	—	$	—

Maturities. The following table sets forth by maturity the amortized cost and fair value of the Bank’s state and municipal securities and corporate bonds at March 31, 2025 based on the earlier of their stated maturity or, if applicable, their pre-refunded date. The remaining securities in the Bank’s investment securities portfolio are mortgage and asset-backed securities, consisting of pass-through mortgage securities, collateralized mortgage obligations and SBA agency obligations. Although these securities are expected to have substantial periodic repayments, they are reflected in the table below in aggregate amounts.

Income tax benefit related to the net realized losses for the nine months ended September 30, 2023 was $1.1 million and is included in the consolidated statements of income in the line item “Income tax (benefit) expense.”

(in thousands)	Amortized Cost		Fair Value
Within one year	$	793	$	790
After 1 through 5 years		141,318		136,111
After 5 through 10 years		40,235		36,259
After 10 years		87,777		75,264
Mortgage and asset-backed securities		411,547		366,926
	$	681,670	$	615,350

Maturities. The following table sets forth by maturity the amortized cost and fair value of the Bank’s state and municipal securities and corporate bonds at September 30, 2024 based on the earlier of their stated maturity or, if applicable, their pre-refunded date. The remaining securities in the Bank’s investment securities portfolio are mortgage and asset-backed securities, consisting of pass-through mortgage securities, collateralized mortgage obligations and SBA agency obligations. Although these securities are expected to have substantial periodic repayments, they are reflected in the table below in aggregate amounts. 9

(in thousands)	Amortized Cost		Fair Value
Within one year	$	1,398	$	1,394
After 1 through 5 years		137,566		130,523
After 5 through 10 years		37,000		34,567
After 10 years		95,131		86,409
Mortgage and asset-backed securities		447,473		406,803
	$	718,568	$	659,696

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4 - LOANS

The following table sets forth the loans outstanding by class of loans at the dates indicated.

(in thousands)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
Commercial and industrial	$	~~146~~134,~~440~~095	$	~~116~~136,~~163~~732
Commercial mortgages:
Multifamily		~~862~~840,~~020~~726		~~857~~848,~~163~~558
Other		~~828~~841,~~028~~829		~~829~~851,~~090~~277
Owner-occupied		~~259~~247,~~960~~326		~~233~~263,~~461~~272
Residential mortgages:
Closed end		1,~~103~~065,~~937~~380		1,~~166~~084,~~887~~090
Revolving home equity		3633,~~962~~452		4436,~~070~~468
Consumer and other		1,~~150~~126		1,~~230~~210
	$	3,~~238~~163,~~497~~934	$	3,~~248~~221,~~064~~607

Allowance for Credit Losses. Loans that do not share similar risk characteristics are evaluated on an individual basis. Such disparate risk characteristics may include internal or external credit ratings, risk ratings, collateral type, size of loan, effective interest rate, term, geographic location, industry or historical or expected loss pattern. For loans individually evaluated, an allowance for credit losses (“ACL” or “allowance”) is estimated based on either the fair value of collateral or the discounted value of expected future cash flows. In estimating the fair value of real estate collateral, management utilizes appraisals or evaluations adjusted for costs to dispose and a distressed sale adjustment, if needed. Estimating the fair value of collateral other than real estate is also subjective in nature and sometimes requires difficult and complex judgements. Determining expected future cash flows can be more subjective than determining fair values. Expected future cash flows could differ significantly, both in timing and amount, from the cash flows actually received over the loan’s remaining life. Individually evaluated loans are excluded from the estimation of credit losses for the pooled portfolio.

For loans collectively evaluated for credit loss, management segregates its loan portfolio into distinct pools, certain of which are combined in reporting loans outstanding by class of loans: (1) commercial and industrial; (2) small business; (3) multifamily; (4) owner-occupied; (5) other commercial real estate; (6) construction and land development; (7) ~~closed end~~ residential mortgage; (8) revolving home equity; (9) consumer; and (10) municipal loans. Historical loss information from the Bank’s own loan portfolio from December 31, 2007 to present provides a basis for management’s assessment of expected credit losses. The choice of a historical look-back period that begins in 2007 covers an entire economic cycle and impacts the average historical loss rates used to calculate the final ACL. Due to the extensive loss data available, management selected the vintage approach to measure the historical loss component of credit losses for most of its loan pools. For the revolving home equity and small business pools, the lifetime PD/LGD (probability of default/loss given default) method is used to measure historical losses.

Modifications to borrowers experiencing financial difficulty are ~~initially~~ included in loans collectively evaluated for credit loss. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. A charge to the allowance for credit losses is generally not recorded upon modification.

Management believes that the methods selected fairly reflect the historical loss component of expected losses inherent in the Bank’s loan portfolio. However, since future losses could vary significantly from those experienced in the past, on a quarterly basis management adjusts its historical loss experience to reflect current and forecasted conditions. In doing so, management considers a variety of general qualitative and quantitative factors (“Q-factors”) and then subjectively determines the weight to assign to each in estimating losses. Qualitative characteristics include differences in underwriting standards, policies, lending staff and environmental risks. Management also considers whether further adjustments to historical loss information are needed to reflect the extent to which current conditions and reasonable and supportable forecasts over a one year to two year forecasting horizon differ from the conditions that existed during the historical loss period. These quantitative adjustments reflect changes to relevant data such as changes in unemployment rates, gross domestic product (“GDP”), vacancies, average growth in pools of loans, rent regulation status, delinquencies or other factors associated with the financial assets. The immediate reversion method is applied for periods beyond the forecasting horizon. The Bank’s ACL allocable to pools of loans that are collectively evaluated for credit loss results primarily from these qualitative and quantitative adjustments to historical loss experience. Because of the nature of the Q-factors and the degree of judgement involved in assessing their impact, management’s resulting estimate of losses may not accurately reflect current and future losses in the portfolio.

1110

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Chargeoffs and deterioration in current and forecasted economic conditions, including adjustments for ~~rent~~economic ~~stabilization status of multifamily properties~~uncertainty, were the main drivers of the provision recorded in the first ~~nine months~~ quarter of ~~2024~~2025, partially offset by declines in loan portfolio balances, historical loss rates and allowances on individually evaluated loans.

The following tables present the activity in the ACL for the periods indicated.

	Balance at							Provision (Credit) for			Balance at
(in thousands)	1/1/~~2024~~2025		Chargeoffs			Recoveries		Credit Losses			93/3031/~~2024~~2025
Commercial and industrial	$	21,~~030~~365	$	(~~938~~348	)	$	53179	$	~~465~~207		$	1,~~610~~403
Commercial mortgages:
Multifamily		68,~~817~~734		~~(168~~—	)		—		~~2,385~~(143	)		98,~~034~~591
Other		7,~~850~~597		—			—		(~~684~~4	)		7,~~166~~593
Owner-occupied		3,~~104~~243		—			—		~~136~~(156	)		3,~~240~~087
Residential mortgages:
Closed end		87,~~838~~107		—(22	)		—		~~(1,531~~269	)		7,~~307~~354
Revolving home equity		~~339~~269		—			—		(665	)		~~273~~264
Consumer and other		1416		~~(32~~—	)		—		35—			1716
	$	28,~~992~~331	$	(~~1,138~~370	)	$	53179	$	~~740~~168		$	28,~~647~~308

	Balance at							Provision (Credit) for			Balance at
(in thousands)	71/1/2024		Chargeoffs			Recoveries		Credit Losses			93/3031/2024
Commercial and industrial	$	12,~~640~~030	$	(23664	)	$	167	$	~~(23~~2	)	$	1,~~610~~375
Commercial mortgages:
Multifamily		76,~~981~~817		—			—		1,~~053~~297			98,~~034~~114
Other		7,~~612~~850		—			—		(~~446~~311	)		7,~~166~~539
Owner-occupied		3,~~042~~104		—			—		~~198~~(102	)		3,~~240~~002
Residential mortgages:
Closed end		78,~~899~~838		—			—		(~~592~~857	)		7,~~307~~981
Revolving home equity		~~292~~339		—			—		(1930	)		~~273~~309
Consumer and other		1814		—			—		(1	)		1715
	$	28,~~484~~992	$	(23664	)	$	167	$	~~170~~—		$	28,~~647~~335

1211

Table of Contents

	Balance at							Provision (Credit) for			Balance at
(in thousands)	1/1/2023		Chargeoffs			Recoveries		Credit Losses			9/30/2023
Commercial and industrial	$	1,543	$	(439	)	$	60	$	210		$	1,374
Commercial mortgages:
Multifamily		8,430		—			—		(1,032	)		7,398
Other		7,425		—			15		677			8,117
Owner-occupied		3,024		—			—		103			3,127
Residential mortgages:
Closed end		10,633		(170	)		—		(1,187	)		9,276
Revolving home equity		362		—			—		(7	)		355
Consumer and other		15		(8	)		—		9			16
	$	31,432	$	(617	)	$	75	$	(1,227	)	$	29,663

	Balance at							Provision (Credit) for			Balance at
(in thousands)	7/1/2023		Chargeoffs			Recoveries		Credit Losses			9/30/2023
Commercial and industrial	$	1,483	$	(119	)	$	27	$	(17	)	$	1,374
Commercial mortgages:
Multifamily		7,298		—			—		100			7,398
Other		8,022		—			15		80			8,117
Owner-occupied		3,161		—			—		(34	)		3,127
Residential mortgages:
Closed end		9,619		(48	)		—		(295	)		9,276
Revolving home equity		369		—			—		(14	)		355
Consumer and other		15		(8	)		—		9			16
	$	29,967	$	(175	)	$	42	$	(171	)	$	29,663

Table of Contents

Aging of Loans. The following tables present the aging of loans past due and loans on nonaccrual status by class of loans.

	September 30, 2024
	March 31, 2025
	Past Due						Nonaccrual
(in thousands)	30-59 Days		60-89 Days		90 Days or More and Still Accruing		With an Allowance for Credit Loss		With No Allowance for Credit Loss		Total Past Due Loans & Nonaccrual Loans		Current		Total Loans
Commercial and industrial	$	—	$	—	$	—	$	—	$	—	$	—	$	~~146~~134,~~440~~095	$	~~146~~134,~~440~~095
Commercial mortgages:
Multifamily		—6,798		—		—		1,~~196~~184		—		17,~~196~~982		~~860~~832,~~824~~744		~~862~~840,~~020~~726
Other		—		—		—		—		—		—		~~828~~841,~~028~~829		~~828~~841,~~028~~829
Owner-occupied		—95		—		—		—		—		—95		~~259~~247,~~960~~231		~~259~~247,~~960~~326
Residential mortgages:
Closed end		~~346~~559		—		—		—		12,~~703~~326		2,~~049~~885		1,~~101~~062,~~888~~495		1,~~103~~065,~~937~~380
Revolving home equity		—		—		—		—		—		—		3633,~~962~~452		3633,~~962~~452
Consumer and other		—		—		—		—		—		—		1,~~150~~126		1,~~150~~126
	$	~~346~~7,452	$	—	$	—	$	1,~~196~~184	$	12,~~703~~326	$	310,~~245~~962	$	3,~~235~~152,~~252~~972	$	3,~~238~~163,~~497~~934

	December 31, 2023
	December 31, 2024
Commercial and industrial	$	73174	$	—96	$	—	$	~~722~~—	$	—	$	~~795~~270	$	~~115~~136,~~368~~462	$	~~116~~136,~~163~~732
Commercial mortgages:
Multifamily		—		—		—		—1,190		—		—1,190		~~857~~847,~~163~~368		~~857~~848,~~163~~558
Other		~~1,624~~—		—		—		—		—		~~1,624~~—		~~827~~851,~~466~~277		~~829~~851,~~090~~277
Owner-occupied		—		—		—		—		—		—		~~233~~263,~~461~~272		~~233~~263,~~461~~272
Residential mortgages:
Closed end		~~1,389~~—		—		—		—		~~331~~2,039		12,~~720~~039		1,~~165~~082,~~167~~051		1,~~166~~084,~~887~~090
Revolving home equity		—		—		—		—		—		—		4436,~~070~~468		4436,~~070~~468
Consumer and other		—		—		—		—		—		—		1,~~230~~210		1,~~230~~210
	$	~~3,086~~174	$	—96	$	—	$	~~722~~1,190	$	~~331~~2,039	$	43,~~139~~499	$	3,~~243~~218,~~925~~108	$	3,~~248~~221,~~064~~607

At ~~September~~March 3031, ~~2024~~2025, ~~there~~past ~~was~~due ~~one~~loans ~~residential~~increased ~~real~~$7.2 ~~estate~~million ~~loan~~from ~~for~~year-end ~~which~~2024. ~~formal~~The ~~foreclosure~~increase ~~proceedings~~was ~~are~~primarily indue ~~process~~ to one multifamily loan with an amortized cost of $~~844,000~~6.8 million. This loan is included in the column ~~"Nonaccrual~~“Past Due - ~~With~~30-59 NoDays” ~~Allowance for Credit Loss"~~ in the ~~September~~March 3031, ~~2024~~2025 table above. The Bank did not hold any foreclosed residential real estate property at September 30, 2024. There were no loans in the process of foreclosure nor did the Bank hold any foreclosed residential real estate property at December 31, 2023.

~~Accrued~~At March ~~interest~~31, ~~receivable~~2025 ~~from~~and December ~~loans~~31, ~~totaled~~2024, ~~$10.7 million~~there ~~and~~was ~~$10.4~~one residential real estate loan for which formal foreclosure proceedings are in process ~~million~~with ~~at September~~an ~~30,~~amortized ~~2024~~cost ~~and December~~of 31$844,000. ~~2023,~~This ~~respectively, and~~loan is included in the ~~line~~column ~~item~~"Nonaccrual ~~“Other~~- ~~assets”~~With onNo Allowance for Credit Loss" in the ~~consolidated~~tables ~~balance~~above. The ~~sheets~~Bank did not hold any foreclosed residential real estate property at March 31, 2025 and December 31, 2024.

14 Accrued interest receivable from loans totaled $10.8 million and $10.7 million at March 31, 2025 and December 31, 2024, respectively, and is included in the line item “Other assets” on the consolidated balance sheets.

Table of Contents

Loan Modifications. The Bank did not modify the terms of any loans for borrowers experiencing financial difficulty in the form of principal forgiveness, an interest reduction, an other-than-insignificant payment delay or a term extension during the previous twelve months.

Risk Characteristics. Credit risk within the Bank’s loan portfolio primarily stems from factors such as changes in the borrower’s financial condition, credit concentrations, changes in collateral values, economic conditions, rent regulation and environmental contamination of properties securing mortgage loans. The Bank’s commercial loans, including those secured by real estate mortgages, are primarily made to small and medium-sized businesses. Such loans sometimes involve a higher degree of risk than those to larger companies because such businesses may have shorter operating histories, higher debt-to-equity ratios and may lack sophistication in internal record keeping and financial and operational controls. In addition, most of the Bank’s loans are made to businesses and consumers on Long Island and in the boroughs of New York City (“NYC”), and a large percentage of these loans are mortgage loans secured by properties located in those areas. The primary sources of repayment for residential and commercial mortgage loans include employment and other income of the borrowers, the businesses of the borrowers and cash flows from the underlying properties. In the case of multifamily mortgage loans, a substantial portion of the underlying properties are rent stabilized or rent controlled. These sources of repayment are dependent on the strength of the local economy.

Credit Quality Indicators. The Bank categorizes loans into risk categories based on relevant information about the borrower’s ability to service their debt including, but not limited to, current financial information for the borrower and any guarantors, payment experience, credit underwriting documentation, public records, due diligence checks and current economic trends. Management analyzes loans and classifies them using risk rating matrices consistent with regulatory guidance as follows.

Watch: The borrower’s cash flow has a high degree of variability and is subject to economic downturns. Liquidity is strained and the ability of the borrower to access traditional sources of credit is diminished.

Special Mention: The borrower has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Bank to risk sufficient to warrant adverse classification.

Substandard: Loans are inadequately protected by the current sound worth and paying capacity of the borrower or the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans have all the inherent weaknesses of those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on existing facts, conditions and values, highly questionable and improbable.

Risk ratings on commercial and industrial loans and commercial mortgages are initially assigned during the underwriting process and affirmed as part of the approval process. The ratings are periodically reviewed and evaluated based on borrower contact, credit department review or independent loan review.

The Bank's loan risk rating and review policy establishes requirements for the annual review of commercial real estate and commercial and industrial loans. The requirements include details of the scope of coverage and selection process based on loan-type and risk rating. The Bank reviews at least 80% of its commercial real estate loan portfolio on an annual basis and uses a third-party review firm as part of its credit quality monitoring program. Lines of credit are also reviewed annually at each proposed reaffirmation. The frequency of the review of other loans is determined by minimum principal balance thresholds and the Bank’s ongoing assessments of the borrower’s condition.

Residential mortgage loans, revolving home equity lines and other consumer loans are initially evaluated utilizing the borrower’s credit score. A credit score is a tool used in the Bank’s loan approval process, and a minimum score of 680 is generally required for new loans. Credit scores for each borrower are updated at least annually. However, regardless of credit score, loans may be classified, criticized or placed on management’s watch list if relevant information comes to light.

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The following tables present the amortized cost basis of loans by class of loans, vintage and risk rating. Loans shown as Pass are all loans other than those risk rated Watch, Special Mention, Substandard or Doubtful. Also presented are gross chargeoffs recorded in the current year-to-date period by year of origination.

	September 30, 2024
	March 31, 2025
	Term Loans by Origination Year													Revolving
(in thousands)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2021~~2022		~~2020~~2021		Prior			Loans (1)			Total
Commercial and industrial:
Risk rating:
Pass	$	616,~~965~~431	$	2452,~~947~~334	$	16,~~566~~123	$	1221,~~158~~369	$	1110,~~236~~072	$	814,~~267~~137		$	86,~~022~~869		$	~~143~~127,~~161~~335
Watch		—		~~550~~2,925		~~100~~409		~~2,629~~—		—2,727		—			—			36,~~279~~061
Special Mention		—		—		—		—196		—		—			—			—196
Substandard		—		—		—503		—		—		—			—			—503
Doubtful		—		—		—		—		—		—			—			—
	$	616,~~965~~431	$	2555,~~497~~259	$	1617,~~666~~035	$	1421,~~787~~565	$	1112,~~236~~799	$	814,~~267~~137		$	86,~~022~~869		$	~~146~~134,~~440~~095
Current-period gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	—		$	(~~938~~348	)	$	(~~938~~348	)
Commercial mortgages – multifamily:
Risk rating:
Pass	$	~~30,262~~—	$	4130,~~668~~063	$	~~188~~41,~~658~~395	$	~~173~~179,~~989~~808	$	33165,~~989~~203	$	~~388~~412,~~038~~083		$	125		$	~~856~~828,~~729~~677
Watch		—		—		—		—		—		—			—			—
Special Mention		~~4,095~~—		—4,067		—		—6,798		—		—			—			410,~~095~~865
Substandard		—		—		—		—		—		1,~~196~~184			—			1,~~196~~184
Doubtful		—		—		—		—		—		—			—			—
	$	~~34,357~~—	$	4134,~~668~~130	$	~~188~~41,~~658~~395	$	~~173~~186,~~989~~606	$	33165,~~989~~203	$	~~389~~413,~~234~~267		$	125		$	~~862~~840,~~020~~726
Current-period gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	~~(168~~—	)	$	—		$	~~(168~~—	)
Commercial mortgages – other:
Risk rating:
Pass	$	264,~~783~~230	$	7576,~~713~~709	$	~~193~~66,~~231~~463	$	~~214~~191,~~760~~070	$	98212,~~019~~468	$	~~199~~270,~~338~~491		$	22		$	~~807~~821,~~866~~453
Watch		—		—		—		—		—		—			—			—
Special Mention		—		—		—		—		—		—5,844			—			—5,844
Substandard		—		—		—		—		—		2014,~~162~~532			—			2014,~~162~~532
Doubtful		—		—		—		—		—		—			—			—
	$	264,~~783~~230	$	7576,~~713~~709	$	~~193~~66,~~231~~463	$	~~214~~191,~~760~~070	$	98212,~~019~~468	$	~~219~~290,~~500~~867		$	22		$	~~828~~841,~~028~~829
Current-period gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	—		$	—		$	—
Commercial mortgages – owner-occupied:
Risk rating:
Pass	$	~~35,015~~—	$	2233,~~057~~964	$	4821,~~904~~742	$	5147,~~610~~752	$	2343,~~194~~458	$	6989,~~094~~022		$	12,~~657~~290		$	~~251~~238,~~531~~228
Watch		—		~~254~~—		~~3,252~~238		~~4,923~~—		—4,817		—			—			85,~~429~~055
Special Mention		—		—		—		—3,191		—852		—			—			—4,043
Substandard		—		—		—		—		—		—			—			—
Doubtful		—		—		—		—		—		—			—			—
	$	~~35,015~~—	$	2233,~~311~~964	$	5221,~~156~~980	$	5650,~~533~~943	$	2349,~~194~~127	$	6989,~~094~~022		$	12,~~657~~290		$	~~259~~247,~~960~~326
Current-period gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	—		$	—		$	—

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	September 30, 2024
	March 31, 2025
	Term Loans by Origination Year													Revolving
(in thousands)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2021~~2022		~~2020~~2021		Prior			Loans (1)			Total
Residential mortgages (2):
Risk rating:
Pass	$	—	$	276,~~300~~163	$	~~188~~26,~~720~~120	$	~~158~~184,~~686~~727	$	33153,~~072~~766	$	~~693~~691,~~013~~638		$	3633,~~962~~452		$	1,~~137~~095,~~753~~866
Watch		—		—		—		—		—		—			—			—
Special Mention		—		—		—		—		—		—			—			—
Substandard		—		—		—		—		—		12,~~703~~908			—			12,~~703~~908
Doubtful		—		—		—		—		—		—			—			—
	$	—	$	276,~~300~~163	$	~~188~~26,~~720~~120	$	~~158~~184,~~686~~727	$	33153,~~072~~766	$	694,~~716~~546		$	3633,~~962~~452		$	1,~~139~~098,~~456~~774
Current-period gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	—(22	)	$	—		$	—(22	)
Consumer and other:
Risk rating:
Pass	$	—	$	39—	$	~~173~~34	$	—133	$	—	$	100		$	~~789~~810		$	1,~~101~~077
Watch		—		—		—		—		—		—			—			—
Special Mention		—		—		—		—		—		—			—			—
Substandard		—		—		—		—		—		—			—			—
Doubtful		—		—		—		—		—		—			—			—
Not Rated		—		—		—		—		—		—			49			49
	$	—	$	39—	$	~~173~~34	$	—133	$	—	$	100		$	~~838~~859		$	1,~~150~~126
Current-period gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	—		$	~~(32~~—	)	$	~~(32~~—	)
Total Loans	$	~~158~~10,~~120~~661	$	~~192~~206,~~528~~225	$	~~639~~173,~~604~~027	$	~~618~~635,~~755~~044	$	~~199~~593,~~510~~363	$	1,~~380~~501,~~911~~939		$	4743,~~626~~617		$	3,~~237~~163,~~054~~876
Total gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	(~~168~~22	)	$	(~~970~~348	)	$	(~~1,138~~370	)

(1) Includes revolving lines converted to term of $34.23 million of commercial and industrial, $1.0 million of owner-occupied commercial mortgage and $76.29 million of residential home equity.

(2) Certain fixed rate residential mortgage loans are included in a fair value hedging relationship. The amortized cost excludes an adjustment of $~~1.4~~58,000 ~~million~~ related to basis adjustments for loans in the closed portfolio under the portfolio layer method at ~~September~~March 3031, ~~2024~~2025. These basis adjustments would be allocated to the amortized cost of specific loans within the pool if the hedge was de-designated. See "Note 7 - Derivatives" for more information on the fair value hedge.

1715

Table of Contents

5 - STOCK-BASED COMPENSATION

The following table presents a summary of restricted stock units (“RSUs”) outstanding at ~~September~~March 3031, ~~2024~~2025 and changes during the ~~nine~~three month period then ended.

						Weighted-
				Weighted-		Average		Aggregate
				Average		Remaining		Intrinsic
	Number of			Grant-Date		Contractual		Value
	RSUs			Fair Value		Term (yrs.)		(in thousands)
Outstanding at January 1, 2024		213,879		$	16.04
Outstanding at January 1, 2025		196,170		$	12.53
Granted		231,467			10.54
Converted		(49,365	)		14.96
Converted		(84,607	)		14.04
Outstanding at March 31, 2025		146,805		$	11.71		0.98	$	1,813
Forfeited		(3,144	)		11.77
Outstanding at September 30, 2024		357,595		$	12.99		1.07	$	4,602

As of ~~September~~March 3031, ~~2024~~2025, there was $~~2.4~~867,000 ~~million~~ of unrecognized compensation cost related to non-vested RSUs. The total cost is expected to be recognized over a weighted-average period of 1.57 years.

6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Instruments Recorded at Fair Value. When measuring fair value, the Corporation uses a fair value hierarchy, which is designed to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy involves three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation can access at the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Corporation’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

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Table of Contents

The fair values of the Corporation’s financial assets and liabilities measured at fair value on a recurring basis are set forth in the table that follows. The fair values of AFS securities are determined on a recurring basis using matrix pricing (Level 2 inputs). Matrix pricing, which is a mathematical technique widely used in the industry to value debt securities, does not rely exclusively on quoted prices for the specific securities but rather on the relationship of such securities to other benchmark quoted securities. Where no significant other observable inputs were available, Level 3 inputs were used. The fair values of interest rate swaps are based on valuation models using observable market data as of the measurement date resulting in a Level 2 classification.

	Fair Value Measurements Using:
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2024:
March 31, 2025:
Financial Assets:
Available-for-Sale Securities:
State and municipals	$	~~140~~133,~~398~~559	$	—	$	~~140~~133,~~262~~443	$	~~136~~116
Pass-through mortgage securities		~~136~~131,~~133~~195		—		~~136~~131,~~133~~195		—
Collateralized mortgage obligations		~~162~~141,~~118~~287		—		~~162~~141,~~118~~287		—
SBA agency obligations		~~108~~94,~~552~~444		—		~~108~~94,~~552~~444		—
Corporate bonds		~~112~~114,~~495~~865		—		~~112~~114,~~495~~865		—
		659,696		—		659,560		136
		615,350		—		615,234		116
Derivative - interest rate swaps		~~418~~873		—		~~418~~873		—
	$	~~660~~616,~~114~~223	$	—	$	~~659~~616,~~978~~107	$	~~136~~116
Financial Liabilities:
Derivative - interest rate swaps	$	~~1,546~~574	$	—	$	~~1,546~~574	$	—
December 31, 2023:
December 31, 2024:
Financial Assets:
Available-for-Sale Securities:
State and municipals	$	~~143~~135,~~621~~543	$	—	$	~~143~~135,~~429~~407	$	~~192~~136
Pass-through mortgage securities		~~138~~129,~~603~~440		—		~~138~~129,~~603~~440		—
Collateralized mortgage obligations		~~182~~145,~~262~~059		—		~~182~~145,~~262~~059		—
SBA agency obligations		~~125~~101,~~476~~427		—		~~125~~101,~~476~~427		—
Corporate bonds		~~105~~113,~~915~~310		—		~~105~~113,~~915~~310		—
		695,877		—		695,685		192
		624,779		—		624,643		136
Derivative - interest rate swaps		~~582~~1,274		—		~~582~~1,274		—
	$	~~696~~626,~~459~~053	$	—	$	~~696~~625,~~267~~917	$	~~192~~136
Financial Liabilities:
Derivative - interest rate swaps	$	395	$	—	$	395	$	—

State and municipal AFS securities measured using Level 3 inputs. The Bank held three non-rated bond anticipation notes with a book value of $~~136~~116,000 at ~~September~~March 3031, ~~2024~~2025. These bonds have a one year maturity and are issued by local municipalities that are customers of the Bank. Due to the short duration of the bonds, book value approximates fair value at ~~September~~March 3031, ~~2024~~2025.

~~Land~~There ~~and Buildings. Premises and facilities held-for-sale of $383,000~~ were ~~sold for their carrying value in the second quarter~~ ofno ~~2024. These~~ assets ~~were~~ measured at ~~the lower of cost or~~ fair value on a nonrecurring basis ~~and~~at March ~~reported~~31, ~~in the line item “Other assets” in the consolidated balance sheets~~2025 at and December 31, ~~2023~~2024.

Financial Instruments Not Recorded at Fair Value. Fair value estimates are made at a specific point in time. Such estimates are generally subjective in nature and dependent upon a number of significant assumptions associated with each financial instrument or group of similar financial instruments, including estimates of discount rates, liquidity, risks associated with specific financial instruments, estimates of ~~f uture~~future cash ~~flow s~~flows, and relevant available market information. Changes in assumptions could significantly affect the estimates. In addition, fair value estimates do not reflect the value of anticipated future business, premiums or discounts that could result from offering for sale at one time the Corporation’s entire holdings of a particular financial instrument, or the income tax consequences of realizing gains or losses on the sale of financial instruments.

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Table of Contents

The following table sets forth the carrying amounts and estimated fair values of financial instruments that are not recorded at fair value in the Corporation’s financial statements.

	Level of		September 30, 2024				December 31, 2023
			Fair Value Measurements Using:
	Fair Value		Carrying				Carrying
					Quoted Prices		Significant
(in thousands)	Hierarchy		Amount		Fair Value		Amount		Fair Value
					in Active		Other		Significant
					Markets for		Observable		Unobservable
	Carrying		Fair		Identical Assets		Inputs		Inputs
(in thousands)	Amount		Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2025:
Financial Assets:
Cash and cash equivalents	~~Level 1~~$	67,555	$	7867,~~568~~555	$	7867,~~568~~555	$	~~60,887~~—	$	~~60,887~~—
Loans, net	~~Level 3~~	3,135,626		32,~~209~~900,~~850~~997		~~2,941,156~~—		~~3,219,072~~—		2,~~945~~900,~~864~~997
Restricted stock	~~n/a~~	24,329		~~28,191~~n/a		n/a		~~32,659~~n/a		n/a
Accrued interest receivable		13,303		13,303		—		2,514		10,789
Financial Liabilities:
Checking deposits	~~Level 1~~	1,072,766		1,~~121~~072,~~871~~766		1,~~121~~072,~~871~~766		~~1,133,184~~—		~~1,133,184~~—
Savings, NOW and money market deposits	~~Level 1~~	1,587,030		1,~~594~~587,~~317~~030		1,~~594~~587,~~317~~030		~~1,546,369~~—		~~1,546,369~~—
Time deposits	~~Level 2~~	635,789		~~610~~634,~~876~~364		~~609,994~~—		~~591~~634,~~433~~364		~~586,856~~—
Overnight advances	~~Level 1~~	—		—		—		~~70,000~~—		~~70,000~~—
Other borrowings	~~Level 2~~	360,000		~~445~~360,~~000~~382		~~446,828~~—		~~472~~360,~~500~~382		~~471,276~~—
Accrued interest payable		5,810		5,810		—		5,810		—
December 31, 2024:
Financial Assets:
Cash and cash equivalents	$	38,330	$	38,330	$	38,330	$	—	$	—
Loans, net		3,193,276		2,947,587		—		—		2,947,587
Restricted stock		27,712		n/a		n/a		n/a		n/a
Accrued interest receivable		13,407		13,407		—		2,701		10,706
Financial Liabilities:
Checking deposits		1,074,671		1,074,671		1,074,671		—		—
Savings, NOW and money market deposits		1,574,160		1,574,160		1,574,160		—		—
Time deposits		616,027		614,245		—		614,245		—
Overnight advances		—		—		—		—		—
Other borrowings		435,000		434,492		—		434,492		—
Accrued interest payable		7,672		7,672		—		7,672		—

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7 – DERIVATIVES

As part of its asset liability management activities, the Corporation may utilize interest rate swaps to help manage its interest rate risk position. The notional amount of an interest rate swap does not represent the amount exchanged by the parties. The exchange of cash flows is determined by reference to the notional amount and the other terms of the interest rate swap agreements.

Fair Value Hedge. On March 16, 2023, the Bank entered into a three year interest rate swap with a notional amount totaling $300 million which was designated as a fair value hedge of certain fixed rate residential mortgages. The Bank pays a fixed rate of 3.82% and receives a floating rate based on the secured overnight financing rate (“SOFR”) for the life of the agreement without an exchange of the underlying notional amount. The hedge was determined to be effective during the ~~nine~~ ~~months~~quarter ended ~~September~~ March 3031, ~~2024~~2025 and the Corporation expects the hedge to remain effective during the remaining term of the swap. The gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk is recognized in interest income.

The following table summarizes information about the interest rate swap designated as a fair value hedge.

		September 30,
		March 31,
		2024
		2025
Notional amount		$300 million
Fixed pay rate		3.82%
Overnight SOFR receive rate		54.3341%
Maturity		10.4696 years

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The following table presents the amount recorded on the balance sheet related to cumulative basis adjustments for the fair value hedge as of the periods indicated.

	September 30,		December 31,
	March 31,		December 31,
(in thousands)	~~2024~~2025		~~2023~~2024
Loans - Residential Mortgages:
Carrying amount of the hedged asset (1)	$	~~449~~436,~~737~~422	$	~~465~~440,~~495~~755
Fair value hedging adjustment included in the carrying amount of the hedged asset		~~1,443~~58		(~~506~~525	)

(1) This amount represents the amortized cost basis of the closed loan portfolio used to designate the hedging relationship in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedge period. At ~~September~~March 3031, ~~2024~~2025, the amortized cost basis of the closed portfolio used in this hedging relationship was $~~448~~436.34 million. The cumulative basis adjustment associated with this hedging relationship was $~~1.4~~58,000 ~~million~~ and the amount of the designated hedged item was $1299,000.~~1 million.~~

During the first ~~nine~~quarter ~~months~~ of ~~2024~~2025, the Bank recorded a $~~3.5~~356,000 ~~million~~ credit from the swap transaction as a component of interest income in the consolidated statements of income.

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Derivatives Not Designated as Hedges. The Bank enters into interest rate swap agreements (“back-to-back swap”) that are not designated as hedging instruments. A back-to-back swap allows a borrower to effectively convert a variable rate loan to a fixed rate. The Bank originates a variable rate loan with a borrower and simultaneously enters into offsetting back-to-back swaps with the borrower and an unaffiliated dealer counterparty to minimize interest rate risk. In connection with each swap transaction, the Bank agrees to pay interest to the borrower on a notional amount at a variable interest rate and receives interest from the borrower on a similar notional amount at a fixed interest rate. Concurrently, the Bank agrees to pay the dealer counterparty the same fixed interest rate on the same notional amount and receives the same variable interest rate on the same notional amount. Because the Bank acts as an intermediary for its borrower, changes in the fair value of the underlying derivative contracts offset each other and do not impact the Bank’s results of operations.

	September 30, 2024
	March 31, 2025
			Notional		Fair Value		Fair Value
(in thousands)	Positions		Amount		Asset		Liabilities
Derivatives not designated as hedging instruments included in other assets / other liabilities:
Interest rate swap with borrower		23	$	1536,~~619~~373	$	~~418~~574	$	—
Interest rate swap with offsetting counterparty		23	$	1536,~~619~~373	$	—	$	~~418~~574
	December 31, 2024
Derivatives not designated as hedging instruments included in other assets / other liabilities:
Interest rate swap with borrower		3	$	36,523	$	395	$	—
Interest rate swap with offsetting counterparty		3	$	36,523	$	—	$	395

~~During~~The ~~the~~Bank ~~first~~did ~~nine months of 2024,~~not ~~the~~record ~~Bank recorded $232,000~~any in back-to-back swap fee income~~, included~~ in during the first ~~consolidated~~quarter ~~statements~~ of ~~income in the line item “Other noninterest income~~ 2025.”

8 – BUSINESS COMBINATIONS

Proposed Merger with ConnectOne Bancorp, Inc. On September 4, 2024, the Corporation entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ConnectOne Bancorp, Inc., a New Jersey corporation (“ConnectOne”), pursuant to which the companies will combine in an all-stock transaction. Under the terms of the Merger Agreement, the Corporation will merge into ConnectOne, with ConnectOne as the surviving corporation (the "merger"), and the Bank will merge into ConnectOne Bank, with ConnectOne Bank as the surviving institution (the “bank merger” and, together with the merger, the “transaction”). Upon closing of the transaction, the Corporation's shareholders will receive 0.5175 shares of ConnectOne common stock for each share of the Corporation's common stock (the “merger consideration”). The ~~closing~~Corporation held a special meeting of shareholders on February 14, 2025 at which time the ~~transaction~~Corporation's isshareholders approved the Merger Agreement and the transactions contemplated thereunder. The merger remains subject to ~~customary~~the ~~closing~~receipt ~~conditions,~~of ~~including~~ certain regulatory approvals and the ~~approval~~satisfaction of other customary closing conditions. The Corporation anticipates the ~~shareholders~~transaction ofwill ~~each~~close ~~company~~in the second quarter of 2025.

The foregoing description of the proposed merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement~~, which is attached to this Quarterly Report on Form 10-Q as Exhibit 2~~.1.

2120

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9 – CommitmentS and ContingenT LIABILITIES

From time to time, the Corporation and its subsidiaries may be a named defendant in legal actions incidental to the business. For some of these actions, there is always a possibility that the Corporation and/or its subsidiaries will sustain a financial loss. ~~The following supplements the disclosure in Note L~~ ~~- Commitments and Contingent Liabilities of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.~~

As previously disclosed in the Corporation'’s Current Report on Form 8-K dated August 28, 2024, the Bank was notified by a customer of suspicious wire transfer activity in July 2024 involving the customer's bank accounts. The wire transfer activity arose as the result of unauthorized access to banking information within the customer's control, and upon completion of an internal procedural investigation, the Bank determined that it followed its reasonable procedures regarding online wire transfers. On January 22, 2025, the customer filed a lawsuit against the Corporation and the Bank claiming monetary damages of approximately $11.1 million, the net amount of funds involved in the suspicious wire transfer activity. The Corporation and Bank intend to vigorously defend against the lawsuit.

~~The~~10 ~~net~~– ~~amount~~SEGMENT ~~of funds at issue, after the initial return of recalled wires, involved in the suspicious wire transfer activity is currently $11.1~~INFORMATION ~~million. The customer has made written demands for the restoration of the net amount of funds. The Bank disagrees with the customer's demands and the Bank will vigorously defend its position.~~

AtThe ~~this~~Corporation has determined that the chief operating decision makers ("CODM") are the Chief Executive Officer and Chief Financial Officer, as well as from time to time the Board of Directors. Members of the Board of Directors, with the ~~Corporation~~exception ~~believes~~of ~~that~~the aChief ~~potential~~Executive ~~loss~~Officer, are not in day-to-day management of the Corporation but there are times when board approval of operating decisions is ~~not~~required, ~~considered~~such ~~probable.~~as ~~The~~for ~~Corporation~~strategic ~~has~~plans, ~~not~~budgets, ~~accrued~~establishing executive compensation practices, declaring shareholder dividends and for aexecution ~~loss~~of material transactions, such as mergers and acquisitions.

The Bank provides banking products and services as well as access to third-party financial products and services to business and retail clients through its network of physical locations and various digital channels. The CODM uses comparisons to Board of Director approved strategic plans and budgets and comparisons to peer metrics to assess performance and determine compensation. Comparisons include tracking actual performance to budgets, prior periods and peer performance. Metrics include, among others, net income, return on average equity, return on average assets, and total shareholder return. Interest on loans and investments, service charges, BOLI earnings and interchange fees provide most of the revenues in the banking operation. Interest expense on borrowings and deposits, provisions for credit losses, salaries and benefits, operating facilities and expenses related to technology are the significant expenses in the banking operation. All operations are domestic.

Because these operations are closely linked and largely dependent upon each other, they are managed, and the financial performance is evaluated on a consolidated basis. Accordingly, and consistent with prior years, all of the Corporation's operations are considered by management to be aggregated in one reportable operating segment.

11 – IMPACT OF ISSUED BUT NOT YET EFFECTIVE ACCOUNTING STANDARDS

The pronouncements discussed in this section are not intended to be an all-inclusive list, but rather only those pronouncements that could potentially have an impact on the Corporation’s financial position, results of operations or disclosures.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes amendments that further enhance income tax disclosures, primarily through disaggregation of specific rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied prospectively or retrospectively. Other than the new disclosure requirements, ASU 2023-09 will not have an impact on the Corporation's consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of The First of Long Island Corporation’s financial condition and operating results during the periods included in the accompanying consolidated financial statements and should be read in conjunction with such financial statements. The Corporation’s financial condition and operating results principally reflect those of its wholly owned subsidiary, The First National Bank of Long Island, and subsidiaries wholly owned by the Bank, either directly or indirectly, FNY Service Corp. and The First of Long Island REIT, Inc. The consolidated entity is referred to as the Corporation and the Bank and its subsidiaries are collectively referred to as the Bank. The Bank’s primary service area is Nassau and Suffolk Counties on Long Island and the NYC boroughs of Queens, Brooklyn and Manhattan.

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Overview

Net income and diluted earnings per share for the ~~first~~ quarter ended ~~nine months~~ March of 31, 2025 ~~2024~~ were $133.8 million and $0.6117 , respectively, compared ~~which~~to $4.4 million ~~includes~~and ~~after-tax~~ $0.20 , ~~merger~~respectively, ~~and~~for ~~branch~~the ~~consolidation~~comparable ~~expenses~~quarter in of 2024 . The ~~$981,000~~principal ordrivers ~~$0.05~~of ~~diluted~~the change in earnings ~~per~~were ~~share,~~an asincrease in ~~compared~~net tointerest income of $~~20.2 million and~~661,000 ~~$0.89~~ , ~~respectively,~~which ~~for~~was ~~the~~more ~~same~~than ~~period~~offset ~~last~~by ~~year.~~an ~~Dividends~~increase ~~per~~in ~~share remained~~the ~~flat~~provision ~~at $0.63~~ for ~~the first~~credit ~~nine months~~ losses of ~~2024~~ $168,000 , asan ~~compared~~increase toin noninterest expense of ~~the~~ ~~first~~ $922,000 , and ~~nine~~an increase ~~months~~ in income tax expense of ~~2023~~ $193,000 . ~~Returns~~ The quarter produced a return on average assets (“"ROA”") ~~and~~of 0.37% , return on average equity (“"ROE”") ~~for the first nine months~~ of ~~2024 were 0~~ 3.4498% ~~and~~ ~~4.88%~~ , ~~respectively, compared to 0.64%~~ and ~~7.29%,~~ ~~respectively,~~a ~~for~~net ~~the~~interest ~~same~~margin ~~period last year. Book value per share was~~of ~~$17~~ 1.~~25 at~~91% ~~September 30, 2024 versus $16~~ .~~83 at~~ ~~year-end 2023.~~

~~Analysis~~ Net ofinterest ~~Earnings -~~income ~~Nine~~increased ~~Month~~when ~~Periods .~~comparing ~~Net income and diluted earnings per share for~~ the first ~~nine~~quarters ~~months~~ of ~~2024~~ 2025 ~~were $13.8 million~~ and ~~$0.61~~ 2024 , primarily ~~respectively,~~due ~~which~~to ~~includes~~a decrease ~~after-tax~~in ~~merger~~interest ~~and~~expense ~~branch consolidation expenses~~ of ~~$981,000~~ ~~or $0.05 diluted earnings per share,~~ ~~compared to~~ $~~20.~~2.0 million ~~and~~which ~~$0.89 , respectively, in~~was ~~the~~partially ~~same~~offset ~~period~~by ~~last year~~a $1.4 ~~The~~ million ~~principal~~decrease ~~drivers of the change~~ in ~~earnings~~ ~~were a decline in net~~ interest income ~~of $11~~.~~7 million,~~ aThe ~~provision~~decrease ~~for~~in ~~credit~~interest ~~losses~~expense ~~of $740,000 compared~~results tofrom a ~~provision~~combination ~~reversal~~ of ~~$1.2 million~~ ~~in the prior period,~~ a ~~loss of~~ ~~$3.5~~ 16 ~~million~~ basis onpoints ~~the~~("bps") ~~sales~~decrease ~~of securities~~ in the ~~first quarter of~~ ~~2023~~ cost of interest-bearing liabilities and ~~increases~~a decrease in ~~the remaining~~average ~~noninterest~~interest-bearing ~~income~~liabilities ~~items~~ of $192.4 9 million. ~~Also~~The ~~contributing~~decrease ~~to the change~~ in ~~earnings~~interest ~~was~~income anresulted ~~increase~~from ininterest-earning ~~noninterest~~assets ~~expense of~~decreasing by $~~254,000~~156. ~~The~~6 ~~first nine~~million ~~months~~offset ~~of 2024 produced~~by anthe ~~ROA~~yield ofon ~~0.44% ,~~interest-earning ~~ROE~~assets ofincreasing two 4 bps.~~88%~~ ~~, net interest margin of 1.83%, and an efficiency ratio of 76.39%.~~

In the first quarter of 2025 , the Bank recorded a provision for credit losses of $168,000 . The Bank did not record a provision in the first quarter of 2024 . The ACL remained relatively flat when compared to year-end 2024 largely due to declines in historical loss rates and loan balances which were offset by an increase due to deterioration in current and forecasted economic conditions, including adjustments for economic uncertainty. The Bank’s ACL to total loans (reserve coverage ratio) ticked up one basis point to 0.89% at March 31, 2025 as compared to 0.88% at December 31, 2024 . Past due loans and nonaccrual loans were $7.5 million and $3.5 million, respectively, at March 31, 2025 . Overall, the credit quality of the loan and investment portfolios remains strong.

Noninterest income decreased $57,000 when comparing the first quarters of 2025 and 2024 mainly due to 2024 nonrecurring items of $114,000 in real estate tax refunds, $60,000 in bank-owned life insurance (“BOLI”) benefit payments, $50,000 in joint marketing fees and an additional one-time service charge cycle related to the Bank's core system conversion, which were partially offset by increases of $96,000 in merchant card service fees and $72,000 in BOLI accretion.

Noninterest expense increased $922,000 for the first quarter of 2025, as compared to the first quarter of 2024. The change in noninterest expense is mainly attributable to the current year's expenses related to the pending merger. Noninterest expense increased due to merger expenses of $230,000, merger related system conversion expenses of $468,000, debit card chargeoffs of $243,000 and higher legal fees, partially offset by a 2.6% year-over-year decrease in salaries and employee benefits. The decrease in salaries and employee benefits was due to a decrease in full time equivalent employees, primarily the result of branch closings in 2024.

Income tax expense increased $193,000 due to an increase in the effective tax rate (income tax expense as a percentage of pre-tax book income) from 6.2% in the first quarter of 2024 to 11.5% in the first quarter of 2025. The increase in the effective tax rate was mainly due to a decrease in the percentage of pre-tax income derived from the Bank’s REIT, increasing the state and local income tax due.

Liquidity. Total average deposits declined by $51.9 million when comparing the first quarters of 2025 and 2024. At March 31, 2025, other borrowings were down $75.0 million from year-end 2024. At March 31, 2025, the Bank had $653.3 million in collateralized borrowing lines with the Federal Home Loan Bank ("FHLB") of New York and the Federal Reserve Bank ("FRB"), a $20.0 million unsecured line of credit with a correspondent bank and $204.8 million in unencumbered securities. There were no overnight advances at March 31, 2025 or December 31, 2024. In total, $878.1 million in liquidity was available at March 31, 2025. Uninsured deposits were 49.5% of total deposits at March 31, 2025.

Capital. The Corporation’s capital position remains strong with a leverage ratio of approximately 10.29% at March 31, 2025. Book value per share was $16.91 at March 31, 2025, versus $16.77 at December 31, 2024. The Bank declared its quarterly cash dividend of $0.21 per share during the quarter. There were no share repurchases during the quarter.

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Net interest income declined when comparing the first nine months of 2024 and 2023 due to an increase in interest expense of $23.4 million that was partially offset by a $11.7 million increase in interest income. The cost of interest-bearing liabilities increased 109 basis points ("bps") while the yield on interest-earning assets increased 38 bps when comparing the nine-month periods. The Bank's balance sheet remains liability sensitive, however the pace of repricing of average interest-earning assets began outpacing the repricing of average interest-bearing liabilities in the third quarter of 2024 .

The Bank recorded a provision for credit losses of $740,000 for t he first nine months of 2024, compared to a provision reversal of $1.2 million in the same period last year. The decline in the ACL in 2024 was driven largely by declines in historical loss rates and allowances on individually evaluated loans, partially offset by a deterioration in current and forecasted economic conditions, including adjustments for rent stabilization status of multifamily properties. The Bank’s ACL to total loans (reserve coverage ratio) remained stable at 0.88% of total loans at September 30, 2024 and June 30, 2024 and 0.89% at December 31, 2023 . Past due loans and nonaccrual loans were $346,000 and $2.9 million, respectively, at September 30, 2024 . The overall credit quality of the loan and investment portfolios remains strong.

Noninterest income, excluding the loss on the sales of securities of $3.5 million in the 2023 period, increased $1.4 million when comparing the nine-month periods. Recurring components of noninterest income including bank-owned life insurance (“BOLI”) and service charges on deposit accounts had increases of 8.0% and 13.4%, respectively. Other noninterest income increased 33.2% and included increases of $469,000 in merchant card services, $232,000 in back-to-back swap fee income and $181,000 in pension income, which were partially offset by a gain on disposition of premises and fixed assets of $240,000 in 2023.

Noninterest expense increased $254,000 for the first nine months of 2024 compared to the first nine months of 2023. The increase was primarily due to merger and branch consolidation expenses of $1.4 million recorded in the third quarter of 2024, partially offset by reductions in occupancy and equipment expense of $685,000 and telecommunications expense of $383,000. The decrease in occupancy and equipment expense was largely due to the ongoing branch optimization strategy, which resulted in closing various locations. Telecommunications expense decreased mainly due to efficiencies associated with system upgrades.

Income tax expense decreased $2.7 million and the effective tax rate (income tax expense as a percentage of pre-tax book income) declined from 11.6% to (0.3%) when comparing the nine-month periods. The decline in the effective tax rate was mainly due to an increase in the percentage of pre-tax income derived from the Bank’s REIT, reducing the state and local income tax due. The decrease in income tax expense reflects the lower effective tax rate and a decline in pre-tax income.

Liquidity. Total average deposits declined by $89.6 million when comparing the first nine months of 2024 and 2023. At September 30, 2024, overnight advances and other borrowings were down $70.0 million and $27.5 million, respectively, from year-end 2023. The Bank had $582.8 million in collateralized borrowing lines with the Federal Home Loan Bank ("FHLB") of New York and the Federal Reserve Bank ("FRB") at September 30, 2024, as well as a $20.0 million unsecured line of credit with a correspondent bank. We also had $312.9 million in unencumbered cash and securities. In total, we had approximately $915.7 million of available liquidity at September 30, 2024. Uninsured deposits were 45.9% of total deposits at September 30, 2024.

Capital. The Corporation’s capital position remains strong with a Leverage Ratio of approximately 10.13% at September 30, 2024. Book value per share was $17.25 at September 30, 2024, versus $16.83 at December 31, 2023. The accumulated OCI component of stockholders’ equity is mainly comprised of a net unrealized loss in the AFS securities portfolio due to higher market interest rates. The Bank declared its quarterly cash dividend of $0.21 per share during the quarter. There were no share repurchases during the quarter. The Board and management continue to evaluate the quarterly dividend to provide the best opportunity to maximize shareholder value.

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Net Interest Income

Average Balance Sheet; Interest Rates and Interest Differential. The following tables set forth the average daily balances for each major category of assets, liabilities and stockholders’ equity as well as the amounts and average rates earned or paid on each major category of interest-earning assets and interest-bearing liabilities. The average balances of loans include nonaccrual loans. The average balances of investment securities exclude unrealized gains and losses on AFS securities.

Nine Months Ended September 30,

Three Months Ended March 31,

2024

2023

2025

2024

Average

Interest/

Average

Interest/

Average

(dollars in thousands)

Balance

Dividends

Rate

Balance

Dividends

Rate

Assets:

Interest-earning bank balances

6628,~~593~~537

~~2,724~~313

54.4645

5255,~~163~~117

~~1,969~~751

5.0548

Investment securities:

Taxable

~~620~~568,~~721~~162

175,~~977~~061

3.8656

~~564~~638,857

136,~~908~~242

3.2891

Nontaxable (1)

~~152~~151,~~758~~745

31,~~636~~210

3.1719

~~209~~153,~~566~~417

51,~~033~~215

3.2017

Loans (1)

3,236,794

102,679

4.23

3,266,184

94,708

3.87

Loans

3,185,771

33,785

4.24

3,243,445

33,543

4.14

Total interest-earning assets

43,~~076~~934,~~866~~215

~~127~~40,~~016~~369

4.1510

4,~~092~~090,~~770~~836

~~115~~41,~~618~~751

34.7708

Allowance for credit losses

(28,~~590~~399

)

(3028,~~531~~947

)

Net interest-earning assets

43,~~048~~905,~~276~~816

4,~~062~~061,~~239~~889

Cash and due from banks

3228,~~844~~197

31,~~410~~703

Premises and equipment, net

3028,~~979~~912

3231,~~107~~257

Other assets

~~122~~130,~~671~~528

~~115~~120,~~167~~884

4,~~234~~093,~~770~~453

4,~~240~~245,~~923~~733

Liabilities and Stockholders' Equity:

Savings, NOW & money market deposits

1,~~589~~572,~~154~~109

3310,~~637~~318

2.8366

1,~~668~~534,~~506~~081

2210,~~188~~083

12.7864

Time deposits

~~625~~612,~~553~~730

206,~~748~~403

4.4324

~~536~~643,~~529~~854

136,~~086~~977

34.2636

Total interest-bearing deposits

2,~~214~~184,~~707~~839

5416,~~385~~721

3.2810

2,~~205~~177,~~035~~935

3517,~~274~~060

23.1415

Overnight advances

96,~~303~~322

~~392~~71

54.6355

1418,~~993~~846

~~596~~263

5.3161

Other borrowings

~~457~~416,~~053~~944

164,~~283~~501

4.7638

~~377~~504,~~053~~258

116,~~782~~012

4.1880

Total interest-bearing liabilities

2,~~681~~608,~~063~~105

7121,~~060~~293

3.5431

2,~~597~~701,~~081~~039

4723,~~652~~335

23.4547

Checking deposits

1,~~136~~067,~~738~~804

1,~~236~~126,~~001~~593

Other liabilities

3835,~~354~~260

3740,~~736~~014

3,856,155

3,870,818

3,711,169

3,867,646

Stockholders' equity

~~378~~382,~~615~~284

~~370~~378,~~105~~087

4,~~234~~093,~~770~~453

4,~~240~~245,~~923~~733

Net interest income (1)

5519,~~956~~076

6718,~~966~~416

Net interest spread (1)

0.6179

10.3261

Net interest margin (1)

1.8391

21.2179

(1) Tax-equivalent basis. Interest income on a tax-equivalent basis includes the additional amount of interest income that would have been earned if the Corporation's investment in tax-exempt loans and investment securities had been made in loans and investment securities subject to federal income taxes yielding the same after-tax income. The tax-equivalent amount of $1.00 of nontaxable income was $1.27 in each period presented, using the statutory federal income tax rate of 21%.

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	Three Months Ended September 30,
	2024								2023
	Average			Interest/		Average			Average			Interest/		Average
(dollars in thousands)	Balance			Dividends		Rate			Balance			Dividends		Rate
Assets:
Interest-earning bank balances	$	33,463		$	453		5.39	%	$	66,474		$	902		5.38	%
Investment securities:
Taxable		602,446			5,776		3.84			625,827			5,692		3.64
Nontaxable (1)		152,278			1,209		3.18			161,423			1,271		3.15
Loans		3,237,138			35,026		4.33			3,257,256			32,818		4.03
Total interest-earning assets		4,025,325			42,464		4.22			4,110,980			40,683		3.96
Allowance for credit losses		(28,495	)							(29,981	)
Net interest-earning assets		3,996,830								4,080,999
Cash and due from banks		33,028								33,420
Premises and equipment, net		30,754								32,268
Other assets		126,428								113,084
	$	4,187,040							$	4,259,771
Liabilities and Stockholders' Equity:
Savings, NOW & money market deposits	$	1,614,294			12,117		2.99		$	1,655,032			8,802		2.11
Time deposits		600,873			6,712		4.44			587,814			5,785		3.90
Total interest-bearing deposits		2,215,167			18,829		3.38			2,242,846			14,587		2.58
Overnight advances		8,793			125		5.66			3,478			50		5.70
Other borrowings		396,739			4,656		4.67			382,500			4,347		4.51
Total interest-bearing liabilities		2,620,699			23,610		3.58			2,628,824			18,984		2.87
Checking deposits		1,146,274								1,225,052
Other liabilities		36,805								38,123
		3,803,778								3,891,999
Stockholders' equity		383,262								367,772
	$	4,187,040							$	4,259,771
Net interest income (1)				$	18,854							$	21,699
Net interest spread (1)							0.64	%							1.09	%
Net interest margin (1)							1.89	%							2.13	%

(1)

Tax-equivalent basis. Interest income on a tax-equivalent basis includes the additional amount of interest income that would have been earned if the Corporation's investment in tax-exempt investment securities had been made in investment securities subject to federal income taxes yielding the same after-tax income. The tax-equivalent amount of $1.00 of nontaxable income was $1.27 in each period presented, using the statutory federal income tax rate of 21%.

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Rate/Volume Analysis. The following table sets forth the effect of changes in volumes and rates on tax-equivalent interest income, interest expense and net interest income. The changes attributable to the combined impact of volume and rate have been allocated to the changes due to volume and the changes due to rate.

	Nine Months Ended September 30,									Three Months Ended September 30,
	Three Months Ended March 31,
	2024 Versus 2023									2024 Versus 2023
	2025 Versus 2024
	Increase (decrease) due to changes in:									~~Increase (decrease) due to changes in:~~
							Net									~~Net~~
(in thousands)	Volume			Rate			Change			~~Volume~~			~~Rate~~			~~Change~~
Interest Income:
Interest-earning bank balances	$	~~582~~(313	)	$	~~173~~(125	)	$	~~755~~(438	)	$	~~(449~~	)	$	—		$	~~(449~~	)
Investment securities:
Taxable		~~1,456~~(653	)		~~2,613~~(528	)		4(1,~~069~~181	)		~~(219~~	)		~~303~~			84
Nontaxable		(~~1,347~~13	)		~~(50~~8	)		(~~1,397~~5	)		~~(74~~	)		12			~~(62~~	)
Loans		(~~775~~581	)		~~8,746~~823			~~7,971~~242			~~(204~~	)		~~2,412~~			~~2,208~~
Total interest income		(841,560	)		~~11,482~~178			11(1,~~398~~382	)		~~(946~~	)		~~2,727~~			~~1,781~~
Interest Expense:
Savings, NOW & money market deposits		~~(1,061~~235	)		~~12,510~~—			~~11,449~~235			~~(245~~	)		~~3,560~~			~~3,315~~
Time deposits		~~2,426~~(352	)		~~5,236~~(222	)		~~7,662~~(574	)		~~111~~			~~816~~			~~927~~
Overnight advances		(~~238~~148	)		34(44	)		(~~204~~192	)		76			(1	)		75
Other borrowings		~~2,717~~(991	)		~~1,784~~(520	)		4(1,~~501~~511	)		~~158~~			~~151~~			~~309~~
Total interest expense		3(1,~~844~~256	)		~~19,564~~(786	)		23(2,~~408~~042	)		~~100~~			~~4,526~~			~~4,626~~
Decrease in net interest income	$	(~~3,928~~304	)	$	~~(8,082~~964	)	$	~~(12,010~~660	)	$	~~(1,046~~	)	$	~~(1,799~~	)	$	~~(2,845~~	)

Net Interest Income

Net interest income on a tax-equivalent basis for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was $5619.01 million, aan ~~decrease~~increase of $~~12.0 million~~660,000, or 173.76%, from the same period of ~~2023~~2024. Net interest income ~~declined~~increased when comparing the first quarters of 2025 and 2024 primarily due to ana decrease ~~increase~~ in interest expense of $232.40 million ~~that~~which was partially offset by a $111.74 million ~~increase~~decrease in interest income. The decrease in interest expense resulted from a combination of a 16 bps decrease in the cost of interest-bearing liabilities and a decrease in average ~~increased~~interest-bearing liabilities of ~~109~~$92.9 ~~bps~~million. ~~while~~The ~~the yield~~decrease onin interest income resulted from interest-earning assets ~~increased~~decreasing 38by ~~bps~~$156.6 ~~when~~million ~~comparing~~offset by the yield ~~first~~on ~~nine months of~~interest-earning ~~2024 and~~assets ~~2023.~~increasing two bps. Net interest margin for the first ~~nine~~quarter ~~months~~ of ~~2024~~2025 was 1.8391% compared to 21.2179% for the same period of ~~2023~~2024.

Noninterest Income

Noninterest income includes BOLI, service charges on deposit accounts, ~~gains~~gain or losses on sales of securities, and all other items of income, other than interest, resulting from the business activities of the Corporation.

Noninterest income, ~~excluding~~decreased ~~the loss on the sales of securities of~~ $~~3.5 million in the 2023 period~~57,000, ~~increased~~or $12.~~4 million~~1%, when comparing the ~~nine-month~~first ~~periods~~ quarters of ~~2024~~ 2025 and ~~2023.~~2024 ~~Recurring~~mainly ~~components~~due ~~of noninterest income including BOLI~~to ~~and~~2024 ~~service~~nonrecurring ~~charges~~items ~~on deposit accounts had increases~~ of ~~8.0%~~ ~~and 13.4%~~$114,000 ~~respectively. Other~~in ~~noninterest~~real ~~income~~estate ~~increased~~tax ~~33.2% and~~refunds, ~~included increases of~~ $~~469~~60,000 in ~~merchant~~BOLI benefit ~~card services~~payments, $~~232~~50,000 in ~~back-to-back~~ ~~swap~~joint ~~fee~~marketing ~~income~~fees and ~~$181,000~~an inadditional ~~pension~~one-time ~~income,~~service charge cycle related to the Bank's core system conversion, which were partially offset by aincreases ~~gain~~of on$96,000 ~~disposition~~in ofmerchant ~~premises~~card ~~and~~service ~~fixed~~fees ~~assets~~and of $~~240~~72,000 in ~~2023~~ BOLI accretion.

Noninterest Expense

Noninterest expense is comprised of salaries and employee benefits, occupancy and equipment expense, merger ~~expense,~~expenses ~~branch consolidation expense~~ and other operating expenses incurred in supporting the various business activities of the Corporation.

Noninterest expense increased $~~254~~922,000 , or 0.5.7%, ~~when~~, ~~comparing~~for the first quarter of ~~nine-month~~2025 , ~~periods~~ as compared to the first quarter of 2024 ~~and~~ ~~2023~~ . The ~~increase~~change ~~was~~in ~~primarily~~noninterest ~~due~~expense tois ~~merger~~mainly ~~and~~attributable ~~branch~~to ~~consolidation~~the ~~expenses~~current ~~of $1.4~~year's ~~million~~expenses ~~recorded~~related into the ~~third~~pending ~~quarter~~merger. ~~of 2024 ,~~Noninterest ~~partially~~expense ~~offset~~increased bydue ~~reductions~~to merger inexpenses of ~~occupancy~~$230,000, merger ~~and~~related ~~equipment~~system ~~expense~~conversion expenses of $~~685~~468,000, ~~and~~debit ~~telecommunications~~card ~~expense~~chargeoffs of $~~383~~243,000. and ~~The~~higher legal fees, partially offset by a 2.6% year-over-year decrease in ~~occupancy~~salaries and ~~equipment~~employee ~~expense~~benefits. ~~was~~The ~~largely~~decrease ~~due~~in tosalaries ~~the~~and ~~ongoing~~employee ~~branch optimization~~benefits ~~strategy,~~was ~~which~~due ~~resulted~~to ina ~~closing~~decrease ~~various~~in ~~locations.~~full ~~Telecommunications~~time ~~expense~~equivalent ~~decreased~~employees, ~~mainly~~primarily ~~due~~the toresult ~~efficiencies~~of ~~associated~~branch ~~with~~closings ~~system~~in ~~upgrades~~2024.

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Income Taxes

Income tax expense ~~decreased~~increased $~~2.7~~193,000 ~~million and~~due to an increase in the effective tax rate ~~declined~~ from ~~11.~~6~~% to (0~~.32%) ~~when~~in ~~comparing~~ the ~~nine-month~~ ~~periods~~first quarter of 2024 ~~and~~to 11.5% ~~2023~~in the first quarter of 2025. The ~~decline~~increase in the effective tax rate is mainly due to ana decrease ~~increase~~ in the percentage of pre-tax income derived from the Bank’s REIT, ~~reducing~~ increasing the state and local income tax due. ~~The decrease in income tax expense reflects the lower effective tax rate and a decline in pre-tax income.~~

Results of Operations - Third Quarter 2024 Versus Third Quarter 2023

Net income for the third quarter of 2024 was $4.6 million and decreased $2.2 million, or 32.4%, from $6.8 million earned in the same quarter of last year. The decrease was mainly attributable to a $2.8 million decline in net interest income, a $341,000 increase in the provision for credit losses and $1.4 million of merger and branch consolidation expenses in the current quarter, which were partially offset by an increase in noninterest income of $966,000. The changes in net interest income and noninterest income were for substantially the same reasons discussed above with respect to the nine-month periods. The quarter produced an ROA of 0.44%, ROE of 4.77%, net interest margin of 1.89% and an efficiency ratio of 79.09%.

Significant Events

On September 4, 2024, the Corporation entered into a Merger Agreement with ConnectOne pursuant to which the companies will combine in an all-stock transaction. Under the terms of the Merger Agreement, the Corporation will merge into ConnectOne, with ConnectOne as the surviving corporation, and the Bank will merge into ConnectOne Bank, with ConnectOne Bank as the surviving institution. Upon closing of the transaction, the Corporation's shareholders will receive 0.5175 shares of ConnectOne common stock for each share of the Corporation's common stock. The closing of the transaction is subject to customary closing conditions, including regulatory approvals and the approval of the shareholders of each company.

Critical Accounting Policies and Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported asset and liability balances and revenue and expense amounts. Our determination of the ACL on loans is a critical accounting estimate because it is based on our subjective evaluation of a variety of factors at a specific point in time and involves difficult and complex judgements about matters that are inherently uncertain. In the event that management’s estimate needs to be adjusted based on additional information that comes to light after the estimate is made or changes in circumstances, such adjustment could result in the need for a significantly different ACL and thereby materially impact, either positively or negatively, the Bank’s results of operations.

The Bank’s Allowance for Credit Losses Committee (“ACL Committee”), which is a management committee chaired by the Chief Credit Officer, meets on a quarterly basis and is responsible for determining the ACL after considering the results of credit reviews performed by the Bank’s independent loan review consultants and the Bank’s credit department. In addition, and in consultation with the Bank’s Chief Financial Officer, the ACL Committee is responsible for implementing and maintaining accounting policies and procedures surrounding the calculation of the required allowance. The Loan Committee of the Board reviews and approves the Bank’s loan policy at least once each calendar year. The Bank’s ACL is reviewed and ratified by the Loan Committee on a quarterly basis and is subject to periodic examination by the Office of the Comptroller of the Currency (“OCC”) whose safety and soundness examination includes a determination as to the adequacy of the allowance to absorb current expected credit losses.

The ACL is a valuation amount that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the Bank’s loan portfolio. The allowance is established through provisions for credit losses charged against income. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged against the ACL, and subsequent recoveries, if any, are credited to the ACL.

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Management estimates the ACL balance using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical loss information from the Bank’s own loan portfolio has been compiled since December 31, 2007 and generally provides a starting point for management’s assessment of expected credit losses. A historical look-back period that begins in 2007 covers an entire economic cycle and impacts the average historical loss rates used to calculate the final ACL. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term as well as for current and potential future changes in economic conditions over a one year to two year forecasting horizon, such as unemployment rates, GDP, vacancy rates or other relevant factors. The immediate reversion method is applied for periods beyond the forecasting horizon. The ACL is an amount that management currently believes will be adequate to absorb expected lifetime losses in the Bank’s loan portfolio. The process for estimating credit losses and determining the ACL as of any balance sheet date is subjective in nature and requires material estimates and judgements. Actual results could differ significantly from those estimates.

The ACL is measured on a collective (pool) basis when similar risk characteristics exist. Management segregates its loan portfolio into distinct pools: (1) commercial and industrial; (2) small business; (3) multifamily; (4) owner-occupied; (5) other commercial real estate; (6) construction and land development; (7) residential mortgage; (8) revolving home equity; (9) consumer; and (10) municipal loans. The vintage method is applied to measure the historical loss component of lifetime credit losses inherent in most of its loan pools. For the revolving home equity and small business pools, the lifetime PD/LGD method is used to measure historical losses.

Management believes that the methods selected fairly reflect the historical loss component of expected losses inherent in the Bank’s loan portfolio. However, since future losses could vary significantly from those experienced in the past, on a quarterly basis management adjusts its historical loss experience to reflect current conditions and reasonable and supportable forecasts. In doing so, management considers a variety of Q-factors and then subjectively determines the weight to assign to each in estimating losses. The factors include: (1) changes in lending policies and procedures; (2) experience, ability and depth of lending staff; (3) trends in average loan growth and concentrations; (4) changes in the quality of the loan review function; (5) delinquencies; (6) environmental risks; (7) current and forecasted economic conditions as judged by things such as unemployment levels and GDP; (8) changes in the value of underlying collateral as judged by things such as median home prices and forecasted vacancy rates in the Bank’s service area; (9) rent regulation status of multifamily properties; and (10) direction and magnitude of risks in the portfolio. The Bank’s ACL allocable to its loan pools results primarily from these Q-factor adjustments to historical loss experience with the largest sensitivity of the ACL arising from loan growth, loan concentrations and economic forecasts of unemployment, GDP and vacancies. At ~~September~~March 3031, ~~2024~~2025, the ACL was composed approximately 8184% of Q-factors, 1815% of historical losses and 1% reserves on individually evaluated loans. Because of the nature of the Q-factors and the difficulty in assessing their impact, management’s resulting estimate of losses may not accurately reflect lifetime losses in the portfolio.

Loans that do not share similar risk characteristics are evaluated on an individual basis. Such disparate risk characteristics may include internal or external credit ratings, risk ratings, collateral type, size of loan, effective interest rate, term, geographic location, industry or historical or expected loss pattern. Estimated losses for loans individually evaluated are based on either the fair value of collateral or the discounted value of expected future cash flows. For all collateral dependent loans evaluated on an individual basis, credit losses are measured based on the fair value of the collateral. In estimating the fair value of real estate collateral, management utilizes appraisals or evaluations adjusted for costs to dispose and a distressed sale adjustment, if needed. Estimating the fair value of collateral other than real estate is also subjective in nature and sometimes requires difficult and complex judgements. Determining expected future cash flows can be more subjective than determining fair values. Expected future cash flows could differ significantly, both in timing and amount, from the cash flows received over the loan’s remaining life. Individually evaluated loans are not included in the estimation of credit losses from the pooled portfolio.

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Asset Quality

Information about the Corporation’s risk elements is set forth below. Risk elements include nonaccrual loans, other real estate owned, loans that are contractually past due 30 days or more and modifications made to borrowers experiencing financial difficulty. These risk elements present more than the normal risk that the Corporation will be unable to eventually collect or realize their full carrying value.

	September 30,		December 31,
	March 31,		December 31,
(in thousands)	~~2024~~2025		~~2023~~2024
Loans including modifications to borrowers experiencing financial difficulty:
Modified and performing according to their modified terms	$	~~424~~419	$	~~431~~421
Past due 30 through 89 days		~~346~~7,452		~~3,086~~270
Past due 90 days or more and still accruing		—		—
Nonaccrual		23,~~899~~510		13,~~053~~229
		3,669		4,570
		11,381		3,920
Other real estate owned		—		—
	$	311,~~669~~381	$	43,~~570~~920

The disclosure of other potential problem loans can be found in “Note 4 – Loans” to the Corporation’s consolidated financial statements ofincluded in this Quarterly Report on Form 10-Q.

At ~~September~~March 3031, ~~2024~~ 2025, commercial mortgages comprised $21.09 billion, or 6061%, of total loans outstanding, with an average loan size of $2.4 million, a weighted average current loan-to-value (“LTV”) based on the most recent appraisal which may not be reflective of current values of 50.41% and a weighted average of the most recent debt service coverage ratio (“DSCR”) of 2.~~12x~~16x. Multifamily loans made up 44% of the commercial real estate portfolio, amounting to $~~862~~840.07 million at ~~September~~March 3031, ~~2024~~ 2025. Multifamily loans had an average loan size of $2.43 million, a weighted average current LTV based on the most recent appraisal which may not be reflective of current values of 50.40%, a weighted average of the most recent DSCR of 1.~~92x~~93x and 5253.79% were majority rent regulated.

Allowance and Provision for Credit Losses

The ACL is established through provisions for credit losses charged against income. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged off against the ACL, and subsequent recoveries, if any, are credited to the ACL.

The ACL ~~decreased~~remained ~~$345,000~~stable ~~during the first~~at ~~nine months of 2024, amounting to~~ $28.63 million, or 0.8889% of total loans, at ~~September~~March 3031, ~~2024~~2025, compared to ~~$29.~~0 ~~million, or 0~~.8988% of total loans, at December 31, ~~2023~~2024. During the first quarter ~~nine months~~ of ~~2024~~2025, the Bank had loan chargeoffs of $~~1.1 million~~370,000, recoveries of $53179,000 and recorded a provision for credit loss of $~~740~~168,000. The ~~decline~~ACL inremained ~~the~~relatively ~~ACL~~flat inwhen ~~2024 was~~compared ~~driven~~to year-end 2024 largely bydue to declines in historical loss rates, ~~outstanding loans~~ and ~~allowances~~loan onbalances which ~~individually evaluated loans, partially~~ were offset by aan increase due to deterioration in current and forecasted economic conditions, including adjustments for ~~rent~~economic ~~stabilization status of multifamily properties~~uncertainty. During the first quarter ~~nine months~~ of ~~2023~~2024, the Bank had loan chargeoffs of $~~617~~664,000, and recoveries of $757,000. ~~and~~The ~~recorded~~Bank adid ~~reversal of $1.2~~not ~~million~~record ~~from~~a ~~the~~provision ~~ACL.~~in ~~The~~the ~~reversal~~first ~~from~~quarter ~~the~~of ~~ACL~~2024 as increases in ~~the 2023~~Q-factors ~~period was~~assessed ~~mainly due~~ to ~~improvements~~multifamily inloans ~~historical~~were ~~loss~~offset ~~rates, declines~~by reductions in ~~outstanding~~loan ~~loans~~balances, ~~and~~reserves ~~improved~~on ~~current~~individually ~~and~~evaluated ~~forecasted~~loans ~~economic~~and ~~conditions,~~other Q-factors ~~partially~~pertaining ~~offset~~to byhome ~~net~~prices ~~chargeoffs~~and concentrations of ~~$542,000~~credit.

The ACL is an amount that management currently believes will be adequate to absorb expected lifetime losses in the Bank’s loan portfolio. As more fully discussed in “Critical Accounting Policies and Estimates,” the process for estimating credit losses and determining the ACL as of any balance sheet date is subjective in nature and requires material estimates and judgements. Actual results could differ significantly from those estimates. Other detailed information on the Bank’s loan portfolio and ACL can be found in “Note 4 – Loans” to the Corporation’s consolidated financial statements included in this Quarterly Report on Form 10-Q.

The amount of future chargeoffs and provisions for credit losses will be affected by economic conditions on Long Island and in the boroughs of NYC. Such conditions could affect the financial strength of the Bank’s borrowers and will affect the value of real estate collateral securing the Bank’s mortgage loans. Loans secured by real estate represent approximately 9596% of the Bank’s total loans outstanding at ~~September~~March 3031, ~~2024~~2025. The majority of these loans are collateralized by properties located on Long Island and in the boroughs of NYC. While business activity in the New York metropolitan area has improved, inflation, increasing interest rates and government regulation pose economic challenges and may result in higher chargeoffs and provisions.

Future provisions and chargeoffs could also be affected by environmental impairment of properties securing the Bank’s mortgage loans. At the present time, management is not aware of any environmental pollution originating on or near properties securing the Bank’s loans that would materially affect the carrying value of such loans. 27

Table of Contents

Cash Flows and Liquidity

Cash Flows. The Bank’s primary sources of cash are deposits, maturities and amortization of loans and investment securities, operations and borrowings. The Bank uses cash from these and other sources to fund loan growth, purchase investment securities, repay deposits and borrowings, expand and improve its physical facilities and pay cash dividends to the Corporation. The Corporation uses dividends from the Bank to pay stockholder dividends, repurchase its common stock and for general corporate purposes.

The Corporation’s cash and cash equivalent position at ~~September~~March 3031, ~~2024~~2025 was $7867.6 million versus $6038.93 million at December 31, ~~2023~~2024 . The increase occurred primarily because cash provided by ~~sales,~~ paydowns or repayments of securities and loans, deposit inflows, and proceeds from ~~borrowings and~~ operations exceeded cash used to repay deposits and borrowings, purchase securities, originate loans and pay cash dividends.

Securities decreased $369.24 million during the first quarter ~~nine months~~ of ~~2024~~2025 , from $~~695~~624.98 million at year-end ~~2023~~2024 to $~~659~~615.74 million at ~~September~~March 3031, ~~2024~~2025 . The decrease was primarily attributable to $5116.39 million in paydowns and maturities, partially offset by a decrease in the unrealized loss of $136.~~0 million~~9 million.

The Bank’s securities portfolio comprised 1615% of total assets at ~~September~~March 3031, ~~2024~~2025 and had a duration of approximately 3.36 years. Approximately 34% of the portfolio was comprised of floating rate assets, including $~~108~~94.64 million of SBA agency obligations with a current yield of 6 4.2170% that reprice quarterly based on the prime rate and $~~112~~114.59 million of floating rate corporate bonds with a current yield of approximately 34.7938% that reprice quarterly based on the ten year constant maturity swap rate.

Government agency fixed rate mortgage-backed securities, including collateralized mortgage obligations, were $~~298~~272.35 million and comprised 45 44.3% of the investment portfolio at ~~September~~March 3031, ~~2024~~2025 . This portfolio had a current yield of 2.5848%. The Bank expects approximately $7762.30 million of cash inflows from the investment securities portfolio over the next twelve months ~~and will consider reinvesting them in higher yielding agency mortgage securities that provide some lock out protection when rates eventually decline~~. The remaining 2122% of the portfolio is invested in tax exempt municipal bonds that currently yield 3.1718% on a tax adjusted basis.

The $3.2 billion loan portfolio was comprised of $21.09 billion of commercial mortgages, $1.1 billion of residential mortgages and $~~146~~134.41 million of commercial and industrial loans. Approximately $~~669~~725.9 2 million, or 2022.79%, will reprice by ~~September~~March 3031,~~2025~~ 2026, of which $300.0 million is related to the three-year interest rate swap transaction previously discussed. The Bank expects an additional $~~235~~284.4 9 million, or 79.30%, of the loan portfolio to reprice from approximately 3.4557% to 6.4573% from ~~September~~March 3031,~~2025~~ 2026 to ~~September~~March 3031, ~~2026~~ 2027 based on current rates. We expect approximately $~~354~~353.2 8 million of cash inflows from the mortgage loan portfolio over the next twelve months.

~~During~~Total ~~the~~deposits ~~first nine months~~remained ~~of 2024,~~relatively ~~total~~flat ~~deposits~~at ~~grew~~ $~~56.1 million or 1.7%, to $~~3.3 billion atduring ~~September~~the ~~30,~~first ~~2024.~~quarter ~~The~~of 2025, ~~increase~~as ~~was~~compared ~~attributable~~ to ~~growth~~year-end in2024. ~~savings~~Savings, NOW and money market deposits increased of $4712.9 million, or 0.8%, and time deposits ofincreased $19.48 million, ~~partially offset by a decline in noninterest-bearing checking deposits of~~or ~~$11.~~3 ~~million~~.2% Noninterest-bearing checking deposits ofremained flat at $1.1 billion, ~~represent 33~~or 32.76% of total deposits. Brokered time deposits ~~remained relatively flat~~increased $25.0 million during the first quarter ~~nine months~~ of ~~2024~~2025, totaling $~~175~~200.0 million, or 56.31%, of total deposits. Brokered time deposits ~~have~~ had a weighted average cost of 4.8565% and an average maturity of approximately 106 months, of which $4568.0 5 million, or 2634%, will mature in the ~~first~~second quarter of 2025 with an average cost of 4.8579%. Reciprocal deposits under the Insured Cash Sweep ~~(“ICS”)~~ program were $10.42 million at ~~September~~March 3031, ~~2024~~2025.

There were no overnight advances at ~~September~~March 3031, ~~2024, compared to $70.0~~2025 ~~million~~and December at31, ~~year-end 2023~~2024. Other borrowings decreased $2775.50 million, or 517.82%, due to maturities during the first quarter ~~nine months~~ of ~~2024~~2025, to $~~445~~360.0 million at ~~September~~March 3031, ~~2024~~2025. ~~Maturities~~These ofmaturities ~~$245.0~~had ~~million with~~ a weighted average rate of 4.4151% ~~were partially offset by new borrowings of $272~~.5 ~~million with a weighted average rate of 4.76%.~~ Other borrowings at ~~September~~March 3031, ~~2024~~2025 had a weighted average cost of 4.4936% and an average maturity of 1312 months.

Liquidity. The Bank has a board committee approved liquidity policy and liquidity contingency plan, which are intended to ensure that the Bank has sufficient liquidity to meet the ongoing needs of its customers in terms of credit and deposit outflows, take advantage of earnings enhancement opportunities and respond to liquidity stress conditions should they arise.

The Bank has both internal and external sources of liquidity that can be used to fund loan growth and accommodate deposit outflows. The Bank’s primary internal sources of liquidity are maturities and monthly payments from its investment securities and loan portfolios, operations and sales of investment securities designated as AFS. At ~~September 30, 2024, the Bank had approximately $266.5 million of unencumbered AFS securities.~~

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The Bank is a member of the FRB of New York and the FHLB of New York and has a federal funds line with a commercial bank. In addition to customer deposits, the Bank’s primary external sources of liquidity are secured borrowings from the FRB of New York and FHLB of New York. In addition, the Bank can purchase overnight federal funds under its existing line ~~and the Corporation can raise funds through its Dividend Reinvestment and Stock Purchase Plan ("DRIP")~~. However, the Bank’s FRB of New York membership, FHLB of New York membership and federal funds line do not represent legal commitments to extend credit to the Bank. The amount that the Bank can potentially borrow is currently dependent on the amount of unencumbered eligible securities and loans that the Bank can use as collateral ~~and~~ , the collateral margins required by the lenders~~. In addition~~, ~~the~~and ~~Corporation~~percentage ~~may~~caps ~~not~~on beborrowing ~~successful~~capacity inbased ~~raising~~on ~~funds~~total ~~from the issuance of its stock under the DRIP or otherwise~~assets. The Bank’s borrowing capacity may be adjusted by the FRB of New York or the FHLB of New York and may take into account factors such as the Bank’s tangible common equity ratio, collateral margins required by the lender or other factors. A possible future downgrade of securities and loans pledged as collateral could also impact the amount of available funding. Regulatory or strategic changes affecting the access to and availability of funding from the FHLB and FRB could adversely impact the Bank's liquidity.

The Bank had $~~582~~653.8 3 million available in collateralized borrowing lines with the FHLB of New York and the FRB of New York at ~~September~~March 3031, ~~2024~~2025 , as well as a $20.0 million unsecured line of credit with a correspondent bank. We also had $~~312~~204.98 million in unencumbered ~~cash and~~ securities. In total, we had approximately $~~915~~878.71 million of available liquidity, compared to an aggregate of uninsured and uncollateralized deposits of approximately $~~969~~1.1 million. Uninsured and uncollateralized deposits represented 2932.17% of total deposits.

Capital

Stockholders’ equity was $~~388~~382.68 million at ~~September~~March 3031, ~~2024~~2025 versus $~~380~~378.19 million at December 31, ~~2023~~2024 . The increase was mainly due to net income of $133.8 million, ~~partially offset by cash dividends declared of $14.2 million, common stock repurchases of $2.0 million~~ and a decrease in the unrealized after-tax loss on the Bank’s AFS investment securities of $84.98 million, which were partially offset by cash dividends declared of $4.8 million .

The Corporation’s ROA and ROE for the first quarter ~~nine months~~ of ~~2024~~2025 were 0.4437% and 43.8898% , respectively, compared to 0.6442% and 74.2972% , respectively, for the ~~2023~~2024 period. ~~The first nine months of 2024 includes pre-tax merger and consolidation expenses of $1.4 million.~~ Book value per share was $1716.2591 at ~~September~~March 3031, ~~2024~~2025 , compared to $16.8377 at year-end ~~2023~~2024 . Based on the Corporation’s market value per share at ~~September~~March 3031, ~~2024~~2025 of $12.8735 , the dividend yield is 6.58% .

The Corporation and the Bank have elected to adopt the community bank leverage ratio (“CBLR”) framework, which requires a leverage ratio of greater than 9.00%. As a qualifying community banking organization, the Corporation and the Bank may opt out of the CBLR framework in any subsequent quarter by completing its regulatory agency reporting using the traditional capital rules. In addition, the Corporation and the Bank exclude accumulated OCI components from Tier 1 and Total regulatory capital, in accordance with the federal banking agencies’ regulatory capital guidelines.

The Corporation’s capital management policy is designed to build and maintain capital levels that exceed regulatory standards and appropriately provide for growth. The leverage ratios of the Corporation and the Bank at ~~September~~March 3031, ~~2024~~2025 were 10.1329% and 10.1028%, respectively, and satisfies the well capitalized ratio requirements under the Prompt Corrective Action statutes. ~~The Corporation and the Bank elected the optional five-year transition period provided by the federal banking agencies for recognizing the regulatory capital impact of the implementation of CECL.~~

The Corporation has a stock repurchase program under which it is authorized to purchase shares of its common stock from time to time through open market purchases, privately negotiated transactions, or in any other manner that is compliant with applicable securities laws. The stock repurchase program does not obligate the Corporation to purchase shares and there is no guarantee as to the exact number of shares that may be repurchased pursuant to this program, which is subject to market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity and other factors deemed appropriate. No shares were repurchased in the ~~third~~first quarter of ~~2024~~2025 and we do not expect to utilize the remainder of this authorization as the Merger Agreement prohibits us from engaging in additional share repurchases without the consent of ConnectOne.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bank invests in interest-earning assets, which are funded by interest-bearing deposits and borrowings, noninterest-bearing deposits and capital. The Bank’s results of operations are subject to risk resulting from interest rate fluctuations generally and having assets and liabilities that have different maturity, repricing and prepayment/withdrawal characteristics. The Bank defines interest rate risk as the risk that the Bank's net interest income and/or economic value of equity (“EVE”) will change when interest rates change. The principal objective of the Bank’s asset liability management activities is to optimize current and future net interest income while at the same time maintain acceptable levels of interest rate and liquidity risk and facilitate the funding needs of the Bank.

The Bank monitors and manages interest rate risk through a variety of techniques including traditional gap analysis and the use of interest rate sensitivity models. Both gap analysis and interest rate sensitivity modeling involve a variety of significant estimates and assumptions and are done at a specific point in time. Changes in the estimates and assumptions made in gap analysis and interest rate sensitivity modeling could have a significant impact on projected results and conclusions. Therefore, these techniques may not accurately reflect the actual impact of changes in the interest rate environment on the Bank’s net interest income or EVE.

Through the use of interest rate sensitivity modeling, the Bank projects net interest income over a five-year period assuming a static balance sheet and no changes in interest rates from current levels. Utilization of a static balance sheet ensures that interest rate risk embedded in the Bank’s current balance sheet is not masked by assumed balance sheet growth or contraction. Net interest income is projected over a five-year time period utilizing various interest rate change scenarios, including both ramped and shocked changes as well as changes in the shape of the yield curve. The interest rate scenarios modeled are based on the shape of the current yield curve and the relative level of rates and management’s expectations as to potential future yield curve shapes and rate levels.

The Bank also uses interest rate sensitivity modeling to calculate EVE in the current rate environment assuming shock increases and decreases in interest rates. EVE is the difference between the present value of expected future cash flows from the Bank’s assets and the present value of the expected future cash flows from the Bank’s liabilities. Present values are determined using discount rates that management believes are reflective of current market conditions. EVE can capture long-term interest rate risk that would not be captured in a five-year projection of net interest income.

In utilizing interest rate sensitivity modeling to project net interest income and calculate EVE, management makes a variety of estimates and assumptions which include the following: (1) how much and when yields and costs on individual categories of interest-earning assets and interest-bearing liabilities will change in response to projected changes in market interest rates; (2) future cash flows, including prepayments of mortgage assets and calls of municipal securities; (3) cash flow reinvestment assumptions; (4) appropriate discount rates to be applied to loan, deposit and borrowing cash flows; and (5) decay or runoff rates for nonmaturity deposits such as checking, savings, NOW and money market accounts. The repricing of loans and borrowings and the reinvestment of loan and security cash flows are generally assumed to be impacted by the full amount of each assumed rate change, while the repricing of nonmaturity deposits is not. For nonmaturity deposits, management makes estimates of how much and when it will need to change the rates paid on the Bank’s various nonmaturity deposit products in response to changes in general market interest rates. These estimates are based on product type, management’s experience with needed deposit rate adjustments in prior interest rate change cycles, the results of a nonmaturity deposit study conducted by an independent consultant and updated on a periodic basis and management’s assessment of competitive conditions in its marketplace.

The information provided in the following table is based on a variety of estimates and assumptions that management believes to be reasonable, the more significant of which are set forth hereinafter. The base case information in the table shows: (1) a calculation of the Corporation’s EVE at ~~September~~March 3031, ~~2024~~2025 arrived at by discounting estimated future cash flows at rates that management believes are reflective of current market conditions; and (2) an estimate of net interest income for the year ending ~~September~~March 3031, ~~2025~~2026 assuming a static balance sheet, the adjustment of repricing balances to current rate levels, and the reinvestment at current rate levels of cash flows from maturing assets and liabilities in a mix of assets and liabilities that is intended to reflect a static balance sheet. In addition, in calculating EVE, cash flows for nonmaturity deposits are assumed to have an overall life of 65.16 years based on the current mix of such deposits and the most recently updated nonmaturity deposit study.

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The rate change information in the following table shows estimates of net interest income for the year ending ~~September~~March 3031, ~~2025~~2026 and calculations of EVE at ~~September~~March 3031, ~~2024~~2025 assuming rate changes of plus and minus 100, 200 and 300 bps. The rate change scenarios were selected based on the relative level of current interest rates and: (1) are assumed to be shock or immediate changes for both EVE and net interest income; (2) occur uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities; and (3) impact the repricing and reinvestment of all assets and liabilities, except nonmaturity deposits, by the full amount of the rate change. In projecting future net interest income under the indicated rate change scenarios, activity is simulated by assuming that cash flows from maturing assets and liabilities are reinvested in a mix of assets and liabilities that is intended to reflect a static balance sheet. The changes in EVE from the base case have not been tax affected.

	Economic Value of Equity					Net Interest Income for
	at September 30, 2024					Year Ending September 30, 2025
	at March 31, 2025					Year Ending March 31, 2026
			Percent Change					Percent Change
			From					From
Rate Change Scenario (dollars in thousands)	Amount		Base Case			Amount		Base Case
+ 300 basis point rate shock	$	~~403~~385,~~814~~050		-2123.68	%	$	7075,~~720~~994		-10.60	%
+ 200 basis point rate shock		~~438~~421,~~387~~972		-1416.95	%		7378,~~412~~723		-76.28	%
+ 100 basis point rate shock		~~479~~466,~~448~~292		-67.98	%		7681,~~510~~825		-3.31	%
Base case (no rate change)		~~515~~505,~~083~~507		—			7984,~~123~~440		—
- 100 basis point rate shock		~~537~~540,~~376~~612		46.39	%		8186,~~321~~720		2.87	%
- 200 basis point rate shock		~~539~~558,~~815~~040		410.84	%		8287,~~279~~872		4.01	%
- 300 basis point rate shock		~~523~~563,~~793~~110		111.74	%		8288,~~475~~226		4.25	%

As shown in the preceding table, assuming a static balance sheet, an immediate increase in interest rates of 100, 200 or 300 bps could negatively impact the Bank’s net interest income for the year ended ~~September~~March 3031,~~2025~~ 2026 because the Bank might need to increase the rates paid on its nonmaturity deposits to remain competitive and any time deposits or borrowings that mature would reprice at a higher interest rate. In addition, the Bank’s securities portfolio, excluding corporate bonds and SBA agency obligations, and a large portion of its loan portfolio do not immediately reprice with changes in market rates. At ~~September~~March 3031, ~~2024~~2025, approximately $~~890~~934.95 million~~, or 22.9%,~~ of the Bank's loans and securities, or 24.7% of total assets, reprice or mature within one year. An immediate decrease in interest rates of 100, 200 or 300 bps could positively impact the Bank’s net interest income for the same time period because the Bank would pay less for time deposits or borrowings that mature and reprice at a lower interest rate and would be able to reduce nonmaturity deposit rates while the downward repricing of its assets would lag. The positive impact on net interest income of an immediate decrease in interest rates is somewhat constrained because the decrease is assumed to occur uniformly across the inverted yield curve. Changes in management’s estimates as to the rates that will need to be paid on nonmaturity deposits could have a material impact on the net interest income amounts shown for each scenario in the table.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated into it by reference contain or may contain various forward-looking statements. These forward-looking statements include statements of goals; intentions and expectations; estimates of risks and of future costs and benefits; assessments of expected future credit losses; assessments of market risk; and statements of the ability to achieve financial and other goals. Forward-looking statements are typically identified by words such as “would,” “should,” “could,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties which may change over time. Forward-looking statements speak only as of the date they are made. We do not assume any duty and do not undertake to update our forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements and future results could differ materially from historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities markets; fluctuations in the trading price of our common stock; changes in interest rates and the rate of inflation; changes in the shape of the yield curve; changes in deposit flows, and in the demand for deposit and loan products and other financial services; our ability to maintain liquidity, including the percentage of uninsured deposits in our portfolio; changes in real estate values; changes in the quality or composition of our loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; our ability to retain key members of management; changes in legislation, regulation, and policies; changes in domestic or international governmental policies, including the imposition of tariffs; and a variety of other matters which, by their nature, are subject to significant uncertainties. As the result of the proposed merger with ConnectOne, forward-looking statements are also subject to the following additional risks: expenses related to our proposed merger with ConnectOne, unexpected delays related to the merger, required regulatory ~~and/or shareholder~~ approvals not being obtained or a failure to satisfy other customary closing conditions required to complete the merger. We provide greater detail regarding some of these factors in the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, in Part I under “Item 1A. Risk Factors~~” and in this Quarterly Report on Form 10-Q under “Item 1A~~. ~~Risk Factors.~~” Our forward-looking statements may also be subject to other risks and uncertainties, including those that we may discuss elsewhere in other documents we file with the Securities and Exchange Commission ("SEC") from time to time.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Corporation’s Principal Executive Officer and Principal Financial Officer have evaluated the Corporation’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based upon that evaluation, they have concluded that the Corporation’s disclosure controls and procedures are effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the ~~third~~first quarter of ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Corporation isand its subsidiaries are involved in various legal actions and claims arising in the normal course of its business. In the opinion of management, these legal actions and claims are not expected to have a material adverse impact on the Corporation's financial condition and results of operations.

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ITEM 1A. RISK FACTORS

~~Risk~~There ~~Related~~have been no material changes to ~~Merger~~the ~~Activity~~risk factors disclosed in Item 1A. Risk Factors, in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factors relating to the Corporation’s proposed merger with ConnectOne (the "merger") represent a material update and addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The risk factors set forth below also identify important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us. In the discussion below, references to the “Merger Agreement” mean the Agreement and Plan of Merger, dated September 4, 2024, by and between ConnectOne and the Corporation.

Because the market price of ConnectOne common stock will fluctuate, the value of the merger consideration to be received by our shareholders may change.

On September 4, 2024, the Corporation announced the signing of the Merger Agreement with ConnectOne, pursuant to which the Corporation will merge with and into ConnectOne, with ConnectOne as the surviving entity. Under the terms of the Merger Agreement and upon completion of the merger, each share of the Corporation’s common stock (other than certain shares held by the Corporation or ConnectOne), will be converted into the right to receive 0.5175 shares of common stock of ConnectOne. The closing price of ConnectOne’s common stock on the date that the merger is completed may vary from the closing price of ConnectOne’s common stock on the date ConnectOne and the Corporation announced the signing of the Merger Agreement and the date of the special meeting of the Corporation’s shareholders regarding the merger. Because the merger consideration is determined by a fixed exchange ratio, the Corporation’s shareholders will not know or be able to calculate the value of the shares of ConnectOne’s common stock they will receive upon completion of the merger. Any change in the market price of ConnectOne’s common stock prior to completion of the merger may affect the value of the merger consideration. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the companies’ respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of ConnectOne and the Corporation.

Regulatory approvals required to complete the merger may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the merger may be completed, various approvals must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the competitive impact of the proposal in the relevant geographic markets; financial, managerial and other supervisory considerations of each party; convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries under the Community Reinvestment Act of 1977 and the regulations promulgated thereunder; effectiveness of the parties in combating money laundering activities; any significant outstanding supervisory matters; and the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system. These regulatory authorities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on the combined company following the merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the merger that are not anticipated or cannot be met. If the consummation of the merger is delayed, including by a delay in receipt of necessary regulatory approvals, the business, financial condition and results of operations of the Corporation may also be materially and adversely affected.

Failure to complete the merger, the termination of the Merger Agreement or a significant delay in the consummation of the merger could negatively impact the Corporation.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. These conditions to the consummation of the merger may not be fulfilled and, accordingly, the merger may not be completed. In addition, if the merger is not completed by September 4, 2025, either ConnectOne or the Corporation may choose to terminate the Merger Agreement at any time after that date, provided that the failure to complete the merger on or before that date is not due to the failure of the party seeking to terminate the Merger Agreement to perform or observe the covenants and agreements of such party under the Merger Agreement. If the merger is not consummated, the ongoing business, financial condition and results of operations of the Corporation may be materially adversely affected and the market price of the Corporation’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be consummated.

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In addition, the Corporation has incurred and will further incur substantial expenses in connection with the completion of the merger. If the merger is not completed, the Corporation would have to recognize these expenses without realizing the expected benefits of the merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the merger, including the diversion of management attention from pursuing other opportunities and the constraints in the Merger Agreement on the ability to make significant changes to the Corporation’s ongoing business during the pendency of the merger, could have a material adverse effect on the Corporation’s business, financial condition and results of operations. If the Merger Agreement is terminated and the Corporation’s board of directors seeks another merger or business combination, the Corporation’s shareholders cannot be certain that the Corporation will be able to find a party willing to engage in a transaction on more attractive terms than the merger with ConnectOne.

The Corporation will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers and vendors may have an adverse effect on the business, financial condition and results of operations of the Corporation. These uncertainties may impair the Corporation’s ability to attract, retain and motivate key personnel and customers pending the consummation of the merger, as such key personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the merger. Additionally, these uncertainties could cause customers, vendors and others who deal with the Corporation to seek to change existing business relationships with the Corporation or fail to extend an existing relationship with the Corporation. In addition, competitors may target the Corporation’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger.

The pursuit of the merger and the preparation for the integration may place a burden on the Corporation’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on the Corporation’s business, financial condition and results of operations. In addition, the Merger Agreement restricts each party from taking certain actions without the other party’s consent while the merger is pending. These restrictions could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

The Merger Agreement limits the per share cash dividend that the Corporation may pay after June 30, 2025.

Pursuant to the Merger Agreement, for the first three quarterly dividends paid after signing the Merger Agreement, the Corporation may declare and pay a quarterly cash dividend in an amount not to exceed its most recent per share dividend amount of $0.21. If the merger has not closed by June 30, 2025, the Corporation may thereafter continue to declare and pay a quarterly cash dividend; however, the per share amount of any such quarterly dividend may not exceed an amount equal to ConnectOne’s quarterly per share cash dividend multiplied by 0.5175 (the exchange ratio in the merger). ConnectOne’s most recent quarterly cash dividend was $0.18 per share. ConnectOne and the Corporation currently anticipate the merger will close in mid-2025, subject to customary closing conditions, including regulatory approvals and the approval of the shareholders of each company. There is no assurance that the merger will close by June 30, 2025 or that the Corporation will continue to pay its quarterly cash dividend at the rate of $0.21 per share through June 30, 2025.

The Merger Agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to the Corporation that might result in greater value to the Corporation’s shareholders.

The Merger Agreement contains provisions that may discourage a third party from pursuing, announcing or submitting a business combination proposal to the Corporation that might result in greater value to the Corporation’s shareholders than the merger with ConnectOne. These provisions include a general prohibition on the Corporation from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. Furthermore, if the Merger Agreement is terminated, under certain circumstances, the Corporation may be required to pay ConnectOne a termination fee of approximately $11.8 million.

Litigation against the Corporation or ConnectOne, or the members of the Corporation’s or ConnectOne’s board of directors, could prevent or delay the completion of the merger.

Purported shareholder plaintiffs may assert legal claims related to the merger. The results of any such potential legal proceeding would be difficult to predict and such legal proceedings could delay or prevent the merger from being completed in a timely manner. Moreover, any litigation could be time consuming and expensive, and could divert attention of the Corporation’s and ConnectOne's respective management teams away from their companies’ regular business. Any lawsuit adversely resolved against the Corporation, ConnectOne or members of their respective boards of directors, could have a material adverse effect on each party’s business, financial condition and results of operations.

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One of the conditions to the consummation of the merger is the absence of any law, order, decree or injunction (whether temporary, preliminary or permanent) or other action taken by the governmental authority of competent jurisdiction that restricts, enjoins or prohibits or makes illegal the consummation of the transaction contemplated by the Merger Agreement, including the merger. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a governmental authority issues an order or other directive restricting, prohibiting or making illegal the completion of the transaction contemplated by the Merger Agreement, including the merger, then such injunctive or other relief may prevent the merger from being completed in a timely manner or at all.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Stock Repurchases. The Corporation's Board of Directors approved a $30 million common stock repurchase program that was announced on January 31, 2022, pursuant to which the Corporation is authorized to purchase shares of its common stock from time to time through open market purchases, privately negotiated transactions, or in any other manner that is compliant with applicable securities laws. The Corporation did not repurchase any shares in the ~~third~~first quarter of ~~2024~~2025 and we do not expect to utilize the remainder of this authorization as the Merger Agreement prohibits us from engaging in additional share repurchases without the consent of ConnectOne. See “Note 8 – Business Combination” to the Corporation’s consolidated financial statements ofincluded in this Quarterly Report on Form 10-Q for further details.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

(c) Securities Trading Plan of Directors and Executive Officers

During the three months ended ~~September~~March 3031, ~~2024~~2025, none of the directors or executive officers of the Corporation adopted or terminated any contract, instruction or written plan for the purchase or sale of the Corporation's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as that term is used in SEC regulations.

ITEM 6. EXHIBITS

See Index of Exhibits that follows.

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INDEX OF EXHIBITS

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger dated September 4, 2024 by and between ConnectOne Bancorp, Inc., and The First of Long Island Corporation (incorporated by reference to Exhibit 2.1 to Registrant's Form 8-K filed on September 5, 2024)
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and U.S.C. Section 1350
101	The following materials from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2024~~2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of Section l3 or l5(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE FIRST OF LONG ISLAND CORPORATION
	(Registrant)
Dated: October 28, 2024	By /s/ CHRISTOPHER BECKER
Dated: May 1, 2025	By /s/ CHRISTOPHER BECKER
	Christopher Becker, President & Chief Executive Officer
	(principal executive officer)
	By /s/ JANET T. VERNEUILLE
	Janet T. Verneuille, Senior Executive Vice President,
	Chief Financial Officer & Treasurer
	(principal financial officer)

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