AMAL Amalgamated Financial Corp. - 10-K

Item 1A.    Risk Factors.

There are risks, many beyond our control, that could cause our financial condition or results of operations to differ materially from management’s expectations. Any of the following risks, by itself or together with one or more other factors, could adversely affect our business, prospects, financial condition, results of operations and cash flows, perhaps materially. The risks presented below are not the only risks that we face. Additional risks that we do not presently know or that we currently deem immaterial may also have an adverse effect on our business, results of operations, financial condition, prospects, and the market price and liquidity of our common stock. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included in this report. Further, to the extent that any of the information contained in this report constitutes forward-looking statements, the risk factors below also are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. See “Cautionary Note Regarding Forward-Looking Statements” beginning on page 1.

Market and Interest Rate Risks

Our business may be adversely affected by economic conditions.

Some elements of the business environment that affect our financial performance include short-term and long-term interest rates, the prevailing yield curve, inflation, monetary supply, fluctuations in the debt and equity capital markets, and the strength of the domestic economy and the local economies in the markets in which we operate. Unfavorable market conditions can result in a deterioration of the credit quality of borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, foreclosures, additional provisions for credit losses, adverse asset values and a reduction in assets under management or administration. The majority of our loan portfolio is secured by real estate, 33.2% of which is multifamily and 7.3% of which is commercial real estate. A decline in real estate values can negatively impact our ability to recover our investment should the borrower become delinquent. Loans secured by stock or other collateral may be adversely impacted by a downturn in the economy and other factors that could reduce the recoverability of our investment. Unsecured loans are dependent on the solvency of the borrower, which can deteriorate, leaving us with a risk of loss. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability of or increases in the cost of credit and capital, increases in inflation or interest rates, high unemployment, natural disasters, epidemics and pandemics, state or local government insolvency, or a combination of these or other factors.

There are continuing concerns related to, among other things, the level of U.S. government debt and fiscal actions that may be taken to address that debt, price fluctuations of key natural resources, U.S. intervention in Venezuela and its oil industry, U.S. military strikes and sanctions on Iran, the potential resurgence of economic and political tensions with China, the Russian invasion of Ukraine and increasing oil prices due to Russian supply disruptions, and the Israel-Hamas conflict, each of which may have a destabilizing effect on financial markets and economic activity. Economic pressure on consumers, including due to factors such as inflation and increased cost of goods due to tariff structures on imports, as well as overall economic uncertainty may result in changes in consumer and business spending, borrowing and saving habits. These economic conditions and/or other negative developments in the domestic or international credit markets or economies may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and sales volumes, high unemployment or underemployment, and inflation may also result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.

In some cases, management of our risks depends upon the use of analytical and/or forecasting models, which, in turn, rely on assumptions and estimates. If the models used to mitigate these risks are inadequate, or the assumption or estimates are inaccurate or otherwise flawed, we may fail to adequately protect against risks and may incur losses. Artificial Intelligence ("AI") models may amplify existing risks, given the increased complexity of financial modeling and the challenges in explaining the models.

Fiscal challenges facing the U.S. government could negatively impact the value of investments in GSEs and the financial markets, which in turn could have an adverse effect on our financial position or results of operations.

Fiscal challenges facing the U.S. government, such as the federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government's debt limit may increase the possibility of a default by the U.S. government on its debt obligations, additional related credit-rating downgrades, or an economic recession in the U.S. A significant portion of our securities portfolio is invested in GSE securities. As a result of uncertain domestic political conditions, including potential future federal government shutdowns or the possibility of the federal government defaulting on its

obligations for a period of time, investments in financial instruments issued or guaranteed by the federal government pose liquidity and credit risks.

A debt default or further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could also adversely affect the ability of the U.S. government to support the financial stability of Fannie Mae, Freddie Mac and the FHLBNY, with which we do business and in whose securities we invest.

Changes in U.S. trade policies and other global political factors beyond our control, including the imposition of tariffs, retaliatory tariffs, or other sanctions, may adversely impact our business, financial condition and results of operations.

There have been, and may be in the future, changes with respect to U.S. and international trade policies, legislation, treaties and tariffs, embargoes, sanctions and other trade restrictions. In response to a February 2026 Supreme Court ruling that the President does not have authority to impose sweeping global tariffs under the International Emergency Economic Powers Act, the President signed an executive order imposing additional global tariffs. It remains unclear whether and how federal agencies will enforce conflicting mandates on tariffs, and whether parties harmed by tariffs will have recourse against the federal government. Tariffs, retaliatory tariffs or other trade restrictions on products and materials that customers import or export, or a trade war or other related governmental actions related to tariffs, international trade agreements or policies or other trade restrictions continue to have the potential to negatively impact our customers' costs, demand for their products, or the U.S. economy or certain sectors thereof and, thus, could adversely impact our business, financial condition and results of operations.

To the extent this uncertainty in U.S. trade policy and other changes in the global political environment have a negative impact on us, our customers or on the markets in which we operate, our business, results of operations and financial condition could be materially and adversely impacted.

Our operations and clients are concentrated in large metropolitan areas.

The vast majority of our operations and clients are located in New York City, Washington, D.C., and San Francisco. In addition, at December 31, 2025, 82.4% of the properties securing our CRE, multifamily, or construction loans outstanding were located in the states of New York and California, and in Washington, D.C. Our success depends upon the economic vitality, growth prospects, business activity, population, income levels, deposits and real estate activity in those areas and may be impacted by the effects of past and future civil unrest and domestic disturbances in the communities that we serve. In addition, these areas have been and may continue to be the target of terrorist attacks. A major terrorist attack in one of these areas could severely disrupt our operations and the ability of our clients to do business with us and cause losses to loans secured by properties in these areas. Although our customers' business and financial interests may extend well beyond our market areas, adverse economic and social conditions that affect our specific market area could reduce our growth rate, affect the ability of our customers to repay their loans to us and impact the stability of our deposit funding sources. Consequently, declines in economic and social conditions in these markets could generally affect our business, financial condition, results of operations and prospects.

Our business is subject to interest rate risk and fluctuations in interest rates may adversely affect our earnings, capital levels and overall results.

The majority of our assets and liabilities are monetary in nature and, as a result, we are subject to significant risk from changes in interest rates, which may affect our net interest income as well as the valuation of our assets and liabilities. Our earnings depend significantly on our net interest income, which is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. We expect to periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates move contrary to our position, this “gap” may work against us, and our earnings may be adversely affected.

When interest-bearing liabilities mature or reprice more quickly, or to a greater degree than interest-earning assets in a period, an increase in interest rates could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. Additionally, an increase in the general level of interest rates may also, among other things, adversely affect the demand for loans and our ability to originate loans and decrease loan prepayment rates or adversely affect our results of operations by reducing the ability of borrowers to make payments under their current adjustable-rate loan obligations. Conversely, a decrease in the general level of interest rates, among other things, may lead to prepayments on our loan and mortgage-backed securities portfolios and increased competition for deposits, potentially reducing our deposit base. Accordingly, changes in the general level of market interest rates may adversely affect our net yield on interest-earning assets, loan origination volume and our overall results.

Although our asset-liability management strategy is designed to control and mitigate exposure to the risks related to changes in the general level of market interest rates, those rates are affected by many factors outside of our control, including inflation, recession, unemployment, money supply, international disorder, instability in domestic and foreign financial markets and policies of various governmental and regulatory agencies, particularly the Federal Open Market Committee ("FOMC") of the Federal Reserve. Adverse changes in the U.S. monetary policy or in economic conditions could materially and adversely affect us. On January 28, 2026 the FOMC issued a statement that it decided to maintain short-term interest rates at a range of 3.5% to 3.75%, and future rate changes will be data dependent; implying they are holding rates constant for the immediate future. We could experience net interest margin compression if our rates on our interest earning assets fail to increase in tandem with rates on our interest-bearing liabilities. We could experience net interest margin compression if our rates on our interest bearing liabilities fail to decrease in tandem with rates on our interest earning assets. See Impact of Inflation and Changing Interest Rates under Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations." Similarly, if short-term interest rates increase and long-term interest rates do not increase, or increase but at a slower rate, we could experience net interest margin compression as our rates on interest earning assets decline measured relative to rates on our interest-bearing liabilities. Any such occurrence could have a material adverse effect on our net interest income and on our business, financial condition and results of operations.

We may not be able to accurately predict the likelihood, nature and magnitude of changes in market interest rates or how and to what extent they may affect our business. We also may not be able to adequately prepare for or compensate for the consequences of such changes. Any failure to predict and prepare for changes in interest rates or adjust for the consequences of these changes may adversely affect our earnings and capital levels and overall results.

The fair value of our investment securities could fluctuate because of factors outside of our control, which could have a material adverse effect on us.

As of December 31, 2025, the fair value of our investment securities portfolio was approximately $3.22 billion. Factors beyond our control could significantly affect the fair value of these securities. These factors include, but are not limited to, changes in market conditions including changes in interest rates or spreads, changes in the credit profile of individual securities, changes in prepayment behavior of individual securities, rating agency actions in respect of the securities, or adverse regulatory action. Any of these factors, among others, could cause other-than-temporary impairments, or OTTI, and realized and/or unrealized losses in future periods and declines in earnings and/or other comprehensive income (loss), which could materially and adversely affect our assets, business, cash flow, condition (financial or otherwise), liquidity, results of operations and prospects. The process for determining whether impairment of a security has experienced an OTTI usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer, any collateral underlying the security as well as our intent and ability to hold the security for a sufficient period of time to allow for any anticipated recovery in fair value in order to assess the probability of receiving all contractual principal and interest payments on the security. Our failure to assess any impairments or losses with respect to our securities could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, results of operations and prospects.

Credit Risks

If we fail to effectively manage credit risk, our business and financial condition will suffer.

As a lender, we are exposed to the risk that our borrowers will be unable to repay their loans according to their terms, and that the collateral securing repayment of their loans, if any, may not be sufficient to ensure repayment. In addition, there are risks inherent in making any loan, including risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual borrowers, including the risk that a borrower may not provide information to us about its business in a timely manner, and/or may present inaccurate or incomplete information to us, and risks relating to the value of collateral. In order to manage credit risk successfully, we must, among other things, maintain disciplined and prudent underwriting standards and ensure that our lenders follow those standards. The weakening of these standards for any reason, such as an attempt to attract riskier higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring loans, the inability of our employees to adequately adapt policies and procedures to changes in economic or any other conditions affecting borrowers and the quality of our loan portfolio, may result in loan defaults, foreclosures and additional charge-offs and may necessitate that we significantly increase our allowance, each of which could adversely affect our net income.

We are subject to risk arising from conditions in the commercial real estate market.

As of December 31, 2025, commercial real estate mortgage loans comprised approximately 7.3% of our loan portfolio. Commercial real estate mortgage loans generally involve a greater degree of credit risk than one-to-four family residential real estate mortgage loans because they typically have larger balances and are more affected by adverse conditions in the economy. Because payments on loans secured by commercial real estate often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy, including interest rate fluctuations, or changes in government regulations. In recent years, commercial real estate markets have been impacted by entrenched work-from-home expectations which could affect the long-term performance of some types of office properties within our commercial real estate portfolio. Accordingly, the federal banking regulatory agencies have expressed concerns about weaknesses in the current commercial real estate market. Failures in our risk management policies, procedures and controls could adversely affect our ability to manage this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio, which, accordingly, could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to higher credit risk related to our multifamily real estate lending in New York City.

New York State's Housing Stability and Tenant Protection Act of 2019, impacts about one million rent regulated apartment units. Among other things, the legislation: (i) curtails rent increases from material capital improvements and individual apartment improvements; (ii) all but eliminates the ability for apartments to exit rent regulation; (iii) does away with vacancy decontrol and high-income deregulation; and (iv) repealed the 20% vacancy bonus. The act generally limits a landlord’s ability to increase rents on rent-regulated apartments and makes it more difficult to convert rent-regulated apartments to market-rate apartments. In 2024, New York State passed legislation that effectively extends limits on rent hikes and “good cause” eviction requirements to many market-rate tenants in New York City and participating municipalities. As a result, the value of the collateral located in New York State securing our multi-family loans or the future net operating income of such properties could potentially become impaired. At December 31, 2025, our total multifamily loan exposure in New York State is approximately $1.01 billion, of which approximately $821.5 million, or 81%, represents our portfolio’s composition of rent stabilized and rent controlled apartments in the New York City multifamily market.

Our consumer solar loans expose us to higher credit risk.

A borrower’s ability to repay their solar loans can be negatively impacted by increases in their payment obligations to other lenders under mortgage, credit card and other loans resulting from increases in base lending rates or structured increases in payment obligations. If a client defaults on solar loan, we may be unsuccessful in our efforts to collect the amount of the loan. We are limited in our ability to collect on these loans if a client is unwilling or unable to repay them. Although solar loans are secured with security filings, we may be limited in our ability to recover any collateral supporting such loans due to the nature of the solar energy system becoming a fixture to the real property. Additionally, these short-term loans are subject to risks of defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. An increase in defaults precipitated by the risks and uncertainties associated with the above operations and activities could have a detrimental effect on our business.

Our estimated allowance for credit losses may prove to be insufficient to absorb actual losses in our loan portfolio, which may adversely affect our business, financial condition and results of operations.

We maintain an allowance for credit losses ("ACL") that represents management’s judgment of current expected credit losses and risks inherent in our loan portfolio. As of December 31, 2025, our ACL totaled $57.6 million, which represents approximately 1.16% of our total loans, net. The level of the allowance reflects management’s continuing evaluation of loan levels and portfolio composition, observable trends in nonperforming loans, historical loss experience, known and inherent risks in the portfolio, underwriting practices, adequacy of collateral, credit risk grading assessments, forecasted economic conditions, and other factors. The determination of the appropriate level of the ACL is inherently highly subjective and requires us to make significant estimates of and assumptions regarding current credit risks and future trends, all of which may undergo material changes. If, as a result of general economic conditions, there is a decrease in asset quality or growth in the loan portfolio, our management determines that additional increases in ACL are necessary, we may incur additional expenses which will reduce our net income, and our business, results of operations or financial condition may be materially and adversely affected. In addition, inaccurate management assumptions, deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification or deterioration of additional problem loans, acquisition of problem loans and other factors, both within and outside of our control, may require us to increase our ACL.

Operational and Business Risks

We are at risk of increased losses from fraud.

We are exposed to the risk of fraudulent activity, which continues to evolve in scope and sophistication. Fraud may take various forms, including check and debit card fraud, ATM tampering, phishing and other social engineering attacks, and the use of stolen or falsified credentials to impersonate customers. In addition, individuals or entities may properly identify themselves but seek to establish relationships for fraudulent purposes, and we may incur losses from fraud committed against third parties. Criminals increasingly obtain personally identifiable information from external sources, including third‑party data breaches. As a result, we have made and expect to continue making significant investments in fraud detection and prevention systems; however, these measures may not be effective in all cases. Fraudulent activity could result in financial losses, increased operating and compliance costs, reputational harm, regulatory scrutiny or penalties, litigation, business disruption, and could materially adversely affect our business, financial condition, and results of operations.

We could be adversely affected by a failure to establish and maintain effective internal controls over financial reporting.

A failure in our internal controls could have a significant negative impact not only on our earnings, but also on the perception that customers, regulators and investors may have of us. Any failure to maintain internal controls over financial reporting, or any difficulties that we may encounter in such maintenance, could result in significant deficiencies or material weaknesses, result in material misstatements in our consolidated financial statements and cause us to fail to meet our reporting obligations, each of which could result in a material adverse effect on our business, financial condition or results of operations or an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. We continue to devote a significant amount of effort, time and resources to our controls and ensuring compliance with complex accounting standards and regulations. These efforts also include the management of controls to mitigate operational risks for programs and processes across the Company.

Our third party relationships could expose us to operational and regulatory risks.

We rely on third parties to provide internal and customer‑facing services, which may expose us to operational, compliance, and strategic risks. Federal banking regulators expect banks to maintain risk‑based controls to ensure third parties comply with applicable laws and regulations. In June 2023, the federal banking agencies issued “Interagency Guidance on Third‑Party Relationships: Risk Management”, requiring banks to “analyze the risks associated with each third-party relationship and to calibrate its risk management processes.” In July 2024, regulators also issued a joint statement addressing banks’ arrangements with third parties to deliver deposit products and services, concurrent with a request for information on bank‑fintech arrangements, following concerns regarding customer funds deposited through non‑bank entities without adequate controls.

We depend on the accuracy and completeness of information about customers and counterparties.

In extending credit, entering into other transactions, and monitoring our loan and lease portfolio, we rely on financial and other information provided by customers, counterparties, and third parties, including financial statements, credit reports, and representations regarding their accuracy and completeness. If such information is inaccurate, incomplete, fraudulent, misleading, or not received on a timely basis, we could experience credit losses, reputational harm, or other adverse effects that may materially impact our business, financial condition, or results of operations.

We participate in a multi-employer non-contributory defined benefit pension plan for both our unionized and non-unionized employees, which could subject us to substantial cash funding requirements in the future.

We are required to contribute to the Consolidated Retirement Fund, a multi‑employer defined benefit pension plan covering both unionized and non‑unionized employees, and our related expense totaled $8.2 million in 2025. Our future obligations may increase due to changes in the plan’s funded status, investment performance, participant demographics, the financial condition of contributing employers, or actuarial assumptions, and a withdrawal or partial withdrawal could result in significant withdrawal liability, which could materially adversely affect our business, financial condition and results of operations.

Climate related disasters may have an effect on the performance of our business operations and asset quality which could adversely affect our financial condition and results of operations.

Climate‑related disasters may adversely affect our business, asset quality, and earnings. These risks include acute, event‑driven weather events such as hurricanes, storms, freezes, wildfires, floods, and other large‑scale catastrophes, which could disrupt our operations and those of our customers and third‑party vendors. Such events may impair the value of our assets and collateral securing our loans, cause volatility in our investment portfolio, and negatively impact economic and market conditions. In addition, our expenses may increase due to changing consumer preferences and evolving legislation and regulatory requirements related to the transition to a low‑carbon economy. The potential costs associated with climate‑related risks—including strategic planning, regulatory scrutiny, litigation, technology investments, and disaster‑related losses—are difficult to predict and could have a material adverse effect on our business, financial condition, and results of operations.

We are exposed to risks related to our PACE financings.

Property Assessed Clean Energy ("PACE") financing is a means of financing energy-efficient upgrades or the installation of renewable energy sources for commercial, industrial and residential properties that are repaid over a selected term through property tax assessments, which are secured by the property itself and paid as an addition to the owners’ property tax bills. The unique characteristic of PACE assessments is that the assessment is attached to the property rather than the individual borrower. Active programs for residential PACE financing exist in California, Florida and Missouri. As of December 31, 2025, we had a portfolio of $327.4 million in commercial PACE assessments and $953.2 million in residential PACE assessments. These assessments are pari passu with tax liens and generally have priority over first mortgage liens.

Because PACE financing programs are typically enabled through state legislation and authorized at the local government level, variations between each state’s programs may expose us to increased compliance costs and risks. On December 17, 2024, the CFPB issued its final rule implementing Section 307 of the 2018 Economic Growth, Regulatory Relief, and Consumer Protection Act (the “EGRRCPA”) and amending Regulation Z to address how TILA applies to residential PACE transactions. The final rule amends Regulation Z’s definition of credit to include residential PACE financings, prescribes ability-to-repay requirements, and implements other amendments and exemptions to clarify how other rules in Regulation Z apply. The final rule became effective on March 1, 2026. If we fail to comply with the final rules adopted by the CFPB, we may face reputational and litigation risks with respect to our PACE assessments.

Our trust and investment management business may be negatively impacted by changes in economic and market conditions and clients may seek legal remedies for investment.

Our trust and investment management business is sensitive to changes in economic and market conditions, as its performance is directly affected by financial and securities market volatility. Market conditions are influenced by domestic and foreign economic factors, general business and financial trends, and global conflicts, all of which are beyond our control. Declines in market performance or lack of sustained growth could reduce the value and performance of assets under management, resulting in lower investment management fees, asset outflows, or increased client disputes. Any of these factors could materially and adversely affect the financial performance of our trust and investment management business.

The investment management contracts we have with our clients are terminable without cause and on relatively short notice by our clients, which makes us vulnerable to short term declines in the performance of the securities under our management.

Our investment management contracts are generally terminable by clients without cause upon less than 30 days’ notice. As a result, even short‑term declines in investment performance—whether due to market or economic conditions, the performance of particular investment strategies or other factors outside our control—could prompt clients to reallocate assets to other investment products or advisers. Because our operating results depend on the performance of the investment portfolios we manage, any reduction in assets under management could lead to lower investment management fees and adversely affect our results of operations.

Risks Related to Privacy and Technology

Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance.

Our operations rely on the secure processing, storage and transmission of confidential and other sensitive business and consumer information on our computer systems and networks and third-party providers. Under various federal and state laws, we are

responsible for safeguarding such information. For example, our business is subject to joint federal bank agency rules, the GLBA, the NYDFS cybersecurity regulations, the CCPA, and the CPRA which, among other things: (i) impose certain limitations on our ability to share nonpublic personal information about our customers with nonaffiliated third parties; (ii) require that we provide certain disclosures to customers and others about our information collection, sharing and security practices, as well as any use of automated decision making for financial or lending services, and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions) and automated decision making; (iii) limit retention of customer data; (iv) require notification of certain data breaches be provided to consumers and, in some circumstances, regulators; (v) require notification of extortion payments and ransomware deployments; (vi) require cyber audits and enhanced governance of cyber risk, including risk assessments at least annually and whenever a change in the business or technology causes a material change to our cyber risk; and (vii) require that we develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Ensuring that our collection, use, transfer and storage of personal information complies with all applicable laws and regulations can increase our costs.

In particular, information pertaining to us and our customers is maintained, and transactions are executed, on our networks and systems or those of our customers or third-party partners, such as our online banking or reporting systems. The secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are essential to protect us and our customers against fraud and security breaches and to maintain our clients’ confidence.

A breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

While we have not experienced any material information security breaches, such breaches may occur as a result of intentional or inadvertent acts by individuals with authorized or unauthorized access to our systems or to confidential information of us, our customers, or counterparties, including employees. Cybersecurity risks may increase due to heightened criminal activity and sophistication, technological advances, newly discovered vulnerabilities (including in third‑party technologies such as browsers and operating systems), or geopolitical instability or warfare, including the Russia and Ukraine conflict and reported cyber campaigns by Chinese hackers targeting U.S. infrastructure. We cannot assure that the security measures we or our processors maintain will be effective or sufficient to protect against all current or emerging threats. A breach of our systems, or those of processors, could result in financial losses, loss of customers or business, reputational harm, business disruption, increased expenses (including notification, remediation, and fines), regulatory scrutiny or penalties, litigation, or other adverse consequences, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Our information technology systems may be subject to failure or interruption.

Our operational risks include the risk of errors relating to transaction processing and technology, systems failures or interruptions, and failures of business continuation and disaster recovery plans. While we have established policies and procedures to prevent or limit the impact of system failures and interruptions, there can be no assurance that such events will not occur or will be adequately addressed if they do.

In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

We depend on information technology and telecommunications systems of third-party servicers, and systems failures, interruptions or breaches of security involving these systems could have an adverse effect on our operations, financial condition and results of operations.

Our business depends on the reliable and uninterrupted operation of our information technology and telecommunications systems, including third‑party accounting systems and mobile and online banking platforms. We outsource many critical systems, including data processing, loan servicing, payment processing, and online banking platforms. Failure of these systems, termination of related third‑party licenses or service agreements, or capacity constraints or interruptions at third‑party providers could disrupt our operations. Sustained or repeated disruptions could impair our ability to process loans, accept deposits, and provide customer service, harm our reputation, result in lost business, increase regulatory scrutiny, and expose us to financial

liability, any of which could materially adversely affect our financial condition and results of operations. In addition, third‑party noncompliance with applicable laws and regulations, or fraud, misconduct, or material errors by our employees or those of our service providers, could disrupt operations or adversely affect our reputation.

It may be difficult for us to replace some of our third-party vendors, particularly vendors providing our core banking, debit card services and information services, in a timely manner if they are unwilling or unable to provide us with these services in the future for any reason and even if we are able to replace them, it may be at higher cost or result in the loss of customers. Any such events could have a material adverse effect on our business, financial condition or results of operations.

In November 2021, federal bank regulators issued a joint final rule to establish computer-security incident notification requirements for banking organizations and their bank service providers. The rule requires FDIC-supervised banks to report certain incidents to their case manager and also requires covered bank service providers to promptly notify their FDIC-supervised bank customer when the service provider determines that it has experienced a notification incident.

As a result of financial entities and technology systems becoming more interdependent and complex, a cyber incident, information breach or loss, or technology failure that compromises the systems or data of one or more financial entities could have a material impact on counterparties or other market participants, including ourselves. Although we review business continuity and backup plans for our vendors and take other safeguards to support our operations, such plans or safeguards may be inadequate. As a result of the foregoing, our ability to conduct business may be adversely affected by any significant disruptions to us or to third parties with whom we interact.

We must respond to rapid technological changes, and these changes may be more difficult or expensive than anticipated.

We will have to respond to future technological changes. Specifically, if our competitors introduce new banking products and services embodying new technologies such as AI and machine learning, or if new banking industry standards and practices emerge, then our existing product and service offerings, technology and systems may be impaired or become obsolete. Implementation of AI and machine learning and other new technologies may have unintended consequences due to their limitations, potential manipulation, or our failure to use them effectively. Conversely, if we fail to adopt or develop new technologies or to adapt our products and services to emerging industry standards, then we may lose current and future customers, which could have a material adverse effect on our business, financial condition and results of operations. Many of our competitors have substantially greater resources to invest in technological improvements than we do. The financial services industry is changing rapidly, and to remain competitive, we must continue to enhance and improve the functionality and features of our products, services and technologies. These changes may be more difficult or expensive than we anticipate.

We expect that new technologies and business processes applicable to the banking industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. Because the pace of technological change is high and our industry is intensely competitive, we may not be able to sustain our investment in new technology as critical systems and applications become obsolete or as better ones become available. A failure to maintain current technology and business processes could cause disruptions in our operations or cause our products and services to be less competitive, all of which could have a material adverse effect on our business, financial condition or results of operations. We expect regulatory risk and compliance costs from AI implementation to increase. Federal and state regulators have intensified their oversight of AI in financial services. Under the Federal Reserve’s November 2025 Supervisory Operating Principles, examiners now prioritize the assessment of "material financial risks" stemming from AI, focusing on the transparency and explainability of models used for capital, liquidity, and credit decisions.

Risks Related to Our Human Capital

We depend on our executive officers and other key employees, and our ability to attract additional key personnel, to continue the implementation of our long-term business strategy, and we could be harmed by the unexpected loss of their services.

We believe that our continued growth and future success will depend in large part on the skills of our executive officers and other key employees and our ability to motivate and retain these individuals, as well as our ability to attract, motivate and retain qualified senior and middle management and other skilled employees. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business strategy may be lengthy. If the services of any of our of key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, or at all, which could have a material adverse effect on our business, financial condition, results of operation and future prospects. We may not be successful in retaining our key personnel, and the unexpected loss of services of one or more of our key personnel could have a material adverse effect on our business because of their skill, customer relationships, knowledge of our markets, years of industry experience and the difficulty of promptly finding qualified

replacement personnel. Leadership transitions can be inherently difficult to manage, and inadequate transitions may cause disruptions to our business due to, among other things, diverting management’s attention or causing a deterioration in morale.

Our business could suffer if we experience employee work stoppages, union campaigns or other labor difficulties, and efforts by labor unions could divert management attention and adversely affect operating results.

As of December 31, 2025, we had 450 employees, of which approximately 21% are represented by collective bargaining agreements or an employee union. Although we believe that our relationship with our employees is good, and we have not experienced any material work stoppages, work stoppages may occur in the future. Union activities also may significantly increase our labor costs, disrupt our operations and limit our operational flexibility. From time to time, we are subject to unfair labor practice charges, complaints and other legal, administrative and arbitration proceedings initiated against us by unions, the National Labor Relations Board or our employees, which could negatively impact our operating results. In addition, negotiating collective bargaining agreements could divert management attention, which could also adversely affect operating results. On November 29, 2024, we entered into a new collective bargaining agreement with OPEIU, which (i) extended the term of the agreement to June 30, 2026, (ii) provided for a 3.5% wage increase per annum for the term of the agreement, and (iii) made certain modifications to reflect improved terms, inclusive of a healthcare reimbursement account.

Capital and Liquidity Risks

We are subject to liquidity risk.

Liquidity is required to fund the needs of our depositors, repay borrowings, fund loan commitments and investments, pay expenditures and other obligations as they arise. Our access to funding, in adequate amounts and acceptable terms, could be impaired by a wide range of factors that affect us specifically, the financial services industry or the general economy. These factors include an economic downturn affecting our loan portfolio, adverse financial market conditions, adverse regulatory or judicial actions against labor unions, political organizations or not-for profits, or adverse regulatory actions against us.

Our access to deposits may also be affected by the liquidity needs of our depositors, particularly in an adverse interest rate or economic environment where they may be compelled to withdraw deposits. As a part of our liquidity management, we must ensure we can respond effectively to potential volatility in our customers’ deposit balances. Our total on-balance sheet deposits totaled $7.95 billion as of December 31, 2025. For instance, our on-balance sheet deposits from political campaigns, Political Action Committees ("PACs"), and state and national party committee clients totaled $1.73 billion, or 19% of total on-balance sheet deposits as of December 31, 2025. Their their deposit balances decreased significantly after the last election campaign, resulting in short-term volatility in their deposit balances held with us through election cycles. Additionally, our on-balance sheet deposits from labor unions totaled $2.05 billion, or 23% of total on-balance sheet deposits as of December 31, 2025. While historically we have been able to replace deposit outflows and borrowings as necessary, we might not be able to replace such funds in the future, especially if a large number of our depositors or those depositors with a high concentration of deposits sought to withdraw their accounts. We could encounter difficulty meeting a significant deposit outflow which could negatively impact our profitability or reputation. Any long-term decline in deposit funding would adversely affect our liquidity, but we believe our funding sources are adequate to meet any significant unanticipated deposit withdrawal. A failure to maintain adequate liquidity could materially and adversely affect our business, results of operations or financial condition.

Our business needs and future growth may require us to raise capital, but that capital may not be available or may be dilutive.

Our ability to raise capital will depend on, among other things, conditions in the capital markets, which are outside of our control, and our financial performance. Accordingly, we cannot provide assurance that such capital will be available on terms acceptable to us or at all. Any occurrence that limits our access to capital, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Further, if we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. Any inability to raise capital on acceptable terms when needed could have a material adverse effect on our business, financial condition and results of operations and could be dilutive to both tangible book value and our share price.

In addition, an inability to raise capital when needed may subject us to increased regulatory supervision and the imposition of restrictions on our growth and business. These restrictions could negatively affect our ability to operate or further expand our operations through loan growth, acquisitions or the establishment of additional branches. These restrictions may also result in increases in operating expenses and reductions in revenues that could have a material adverse effect on our financial condition, results of operations and our share price.

We are subject to stringent capital requirements.

We are subject to regulatory requirements specifying minimum amounts and types of capital that we must maintain. From time to time, the regulators change these regulatory capital adequacy guidelines. If we fail to meet these minimum capital guidelines and other regulatory requirements, we may be restricted in the types of activities we may conduct and we may be prohibited from taking certain capital actions, such as paying dividends and repurchasing or redeeming capital securities.

In particular, the capital requirements applicable to us under the Basel III rules, which became fully phased-in on January 1, 2019 required us to satisfy additional, more stringent, capital adequacy standards. A failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our financial condition and results of operations. In addition, these requirements could have a negative impact on our ability to lend, grow deposit balances, make acquisitions or make capital distributions in the form of dividends or share repurchases. Higher capital levels could also lower our return on equity. In July 2023, federal agencies jointly proposed revisions to the Basel III rules to implement the Basel Committee’s 2017 standards and make other changes. Subsequently, federal banking regulators have signaled that they expect to issue a revised proposal as early as 2026, thought contents of the potential revised proposal are not yet known.

Risks Related to Our Strategy

Our social responsibility positions may have a material adverse effect on our business, financial condition or results of operations.

As a socially responsible bank, we take positions to support economic, social, racial and environmental justice that are consistent with our charter as a public benefit corporation and with applicable law; however, these types of positions may be inconsistent with policies promulgated by other institutions or governmental entities, and as a result, we may become a target of public criticism, governmental scrutiny and investigation and litigation. Our positions may have a material adverse effect on our business, financial condition or results of operations.

For example, we support the recruitment and hiring of people from all backgrounds, so that our workforce reflects the communities that we serve, and we support activities that promote an inclusive workforce. We encourage the advancement of equal opportunity without the use of preferential treatment, quotas or other unlawful and discriminatory practices. Additionally, we have expressed support for certain causes through our shareholder activism, which includes the filing of shareholder proposals at other public companies and serving as plaintiffs in class action litigation. Our shareholder activism may draw opposition from other activists, state attorneys general and other governmental entities, which would require the dedication of additional resources and personnel and impact our business, financial condition or results of operation.

We may not be able to implement our growth strategy or manage costs effectively, resulting in lower earnings or profitability.

There can be no assurance that we will be able to continue to grow and to be profitable in future periods, or, if profitable, that our overall earnings will remain consistent or increase in the future. Our growth requires that we increase our loans, assets under management and deposits while managing risks by following prudent loan underwriting standards without increasing interest rate risk or compressing our net interest margin. Additionally, maintaining more than adequate capital at all times, hiring and retaining qualified employees, managing noninterest expenses and successfully implementing strategic initiatives are all key drivers to successful growth. Even if we are able to increase our interest income, our earnings may nonetheless be reduced by increased expenses, such as additional employee compensation or other general and administrative expenses and increased interest expense on any liabilities incurred or deposits solicited to fund increases in assets. Additionally, if our competitors extend credit on terms we find to pose excessive risks, or at interest rates which we believe do not warrant the credit exposure, we may not be able to maintain our lending volume and could experience deteriorating financial performance. Our inability to manage our growth successfully or to continue to expand into new markets could have a material adverse effect on our business, financial condition or results of operations.

New lines of business, products, product enhancements or services may subject us to additional risks.

From time to time, we may implement new lines of business or offer new products or product enhancements as well as new services within our existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances in which the markets are not fully developed. In implementing, developing or marketing new lines of business, products, product enhancements or services, we may invest significant time and resources, although we may not assign the appropriate level of resources or expertise necessary to make these new lines of business, products, product enhancements or

services successful or to realize their expected benefits. Initial timetables for the introduction and development of new lines of business, products, product enhancements or services may not be achieved, and price and profitability targets may not prove feasible. For example, several of our competitors have successfully introduced innovative investment management products. The introduction of such new products requires continued innovative efforts on the part of our management and may require significant time and resources as well as ongoing support and investment. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also affect the implementation of a new line of business or offerings of new products, product enhancements or services. Furthermore, any new line of business, product, product enhancement or service or system conversion could have a significant impact on the effectiveness of our internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse effect on our business, financial condition or results of operations.

Our ability to maintain our reputation is critical to the success of our business, including our ability to attract and retain customers, and failure to do so may materially adversely affect our performance.

As a fund manager, we from time-to-time engage in stockholder activism, pressing issuers on a range of corporate governance topics. This engagement has caused and could cause increased scrutiny over our own corporate governance activities. Any failure, or perceived failure, in our own corporate governance practices could damage our reputation adversely affecting our business, results of operations or financial condition.

Maintaining our reputation also depends on our ability to successfully prevent third-parties from infringing on our brand and associated trademarks. Defense of our reputation and our trademarks, including through litigation, could result in costs adversely affecting our business, results of operations or financial condition.

We are a Certified B Corporation TM . The term “Certified B Corporation” does not refer to a particular form of legal entity, but instead refers to companies certified by the B Lab, an independent nonprofit organization, as meeting rigorous standards of social and environmental performance, accountability and transparency. Our reputation could be harmed if we lose our Certified B Corporation TM status, whether by choice or by our failure to meet B Lab’s certification requirements.

The name “Amalgamated” originated with our over a 100 year union history – the Amalgamated Clothing Workers of America – and, over the course of time, other entities use the name Amalgamated, some of which are related parties or affiliates of the Bank and some that are not legally related or affiliated. As a result, we may face risks related to public scrutiny and identity confusion with those other entities that share the same name.

We face strong competition from other banks and financial institutions and other wealth and investment management firms that could hurt our business.

The banking business is highly competitive, and we experience competition in our markets from many other financial institutions. We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, non-traditional financial-services providers, other financial service businesses, including investment advisory and wealth management firms, mutual fund companies, and securities brokerage and investment banking firms, as well as super-regional, national and international financial institutions that operate offices in our primary market areas and elsewhere. As customers’ preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for banks to expand their geographic reach by providing services over the Internet and for Fintech, i.e. “non-banks” to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Because of this rapidly changing technology, our future success will depend in part on our ability to address our customers’ needs by using technology and to identify and develop new, value-added products for existing and future customers. Failure to do so could impede our time to market, reduce customer product accessibility, and weaken our competitive position. Customer loyalty can be easily influenced by a competitor’s products, especially offerings that could provide cost savings or a higher return to the customer. Moreover, this competitive industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation.

In October 2024, the CFPB finalized the required rule making on Personal Financial Data Rights rule to promote “open and decentralized banking” by requiring covered institutions to allow customers to authorize the transfer of certain customer information to other financial institutions. This rule enables greater competition among banks and non-banks for consumer market share, which could have a material adverse effect on our business, financial condition or results of operations. However, the rule's rollout is currently delayed by a "stop work" order issued by the CFPB in early 2025.

Difficulties in obtaining regulatory approval for acquisitions and in combining the operations of acquired entities with the Company’s own operations may prevent us from achieving the expected benefits from our acquisitions.

The Company has expanded its business through a past acquisition and may do so again in the future. Our ability to complete acquisitions is in many instances subject to regulatory approval, and we cannot be certain when or if, or on what terms and conditions, any required regulatory approvals would be granted. In addition, inherent uncertainties exist when integrating the operations of an acquired entity, including in ability to fully achieve the Company’s strategic objectives and planned operating efficiencies in an acquisition, disruption of the Company’s business and diversion of management’s time and attention and exposure to unknown or contingent liabilities of acquired entities.

Legal, Accounting, Regulatory, and Compliance Risks

Change s in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.

Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition. From time to time, the FASB changes the financial accounting and reporting standards that govern the preparation of our financial statements. As a result of such changes, whether promulgated or required by the FASB or other regulators, we could be required to change certain of the assumptions or estimates we have previously used in preparing our financial statements, which could negatively affect how we record and report our results of operations and financial condition generally.

Our accounting estimates and risk management processes and controls rely on analytical and forecasting techniques and models and assumptions, which may not accurately predict future events.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with GAAP and reflect management’s judgment of the most appropriate manner in which to report our financial condition and results. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which may be reasonable under the circumstances, yet which may result in our reporting materially different results than would have been reported under a different alternative.

Certain accounting policies are critical to presenting our financial condition and results of operations. They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. Because of the uncertainty of estimates involved in this matters, we may be required to significantly increase the allowance or sustain credit losses that are significantly higher than the reserve provided. Any of these could have a material adverse effect on our business, financial condition or results of operations. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

The banking industry is heavily regulated and that regulation, together with any future legislation or regulatory changes, could limit or restrict our activities and adversely affect our operations or financial results.

We operate in an extensively regulated industry and we are subject to examination, supervision, and comprehensive regulation by various federal and state agencies. The Company is subject to Federal Reserve regulations, and the Bank is subject to regulation, supervision and examination by the FDIC and the NYDFS.

The current presidential administration is implementing a regulatory reform agenda that is significantly different from that of the prior administration, impacting the rule making, supervision, examination and enforcement of the banking regulation agencies and our ability to respond to those changes. The 2025 GENIUS Act and related federal mandates, as well as NYDFS rulemaking, to curb “debanking” limits our ability to manage credit and reputational risk, potentially resulting in increased compliance costs to justify account closures, heightened exposure to fraud and AML losses resulting from our limited ability to terminate relationships with customers in high-risk sectors, and adverse impacts on our operational efficiency because of the 30-day mandatory notice period for most account closures. Furthermore, these anti-debanking measures may expose us to customer-led litigation alleging violation of fair access standards. For a more detailed description of anti-debanking measures, see “Fair Lending Requirements.”

Our compliance with banking regulations is costly and restricts some of our other activities besides account closures, including payment of dividends, mergers and acquisitions, investments, loans and interest rates and locations of offices. We are also subject to capitalization guidelines established by our regulators, which require us to maintain adequate capital to support our business. If, as a result of an exam, a banking agency were to determine that the financial condition, capital adequacy, asset quality, asset concentration, earnings prospects, management, liquidity sensitivity to market risk or other aspects of any of our operations has

become unsatisfactory, or that we or our management are in violation of any law or regulation, the banking agency could take a number of different remedial actions as it deems appropriate.

Furthermore, our regulators also have the ability to compel us to take certain actions, or restrict us from taking certain actions entirely, such as actions that our regulators deem to constitute an unsafe or unsound banking practice. Our failure to comply with any applicable laws or regulations, or regulatory policies and interpretations of such laws and regulations, could result in sanctions by regulatory agencies (such as a memorandum of understanding, a written supervisory agreement or a cease and desist order), civil money penalties or damage to our reputation, all of which could have a material adverse effect on our business, financial condition or results of operations.

Our trust and investment management businesses are highly regulated.

Through our investment management division, we provide investment management, custody, safekeeping and trust services to institutional clients. These products and services require us to comply with a number of regulations issued by the Department of Labor, the Employee Retirement Income Security Act, the FDIC Statement of Principles of Trust Department Management, and federal and state securities regulators.

Our failure to comply with applicable laws or regulations could result in fines, suspensions of individual employees, litigation, or other sanctions. Any such failure could have an adverse effect on our reputation and could adversely affect our business, financial condition, results of operations or prospects.

The Federal Reserve may require us to commit capital resources to support the Bank.

The Federal Reserve requires a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. In addition, the Dodd-Frank Act directs the federal bank regulators to require that all companies that directly or indirectly control an insured depository institution serve as a source of strength for the institution. Under these requirements, in the future, we could be required to provide financial assistance to the Bank if the Bank experiences financial distress.

A capital injection may be required at times when we do not have the resources to provide it, and therefore we may be required to borrow the funds. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by the holding company in order to make the required capital injection becomes more difficult and expensive and will adversely impact the holding company’s cash flows, financial condition, results of operations and prospects.

We face a risk of noncompliance with the BSA and other anti-money laundering statutes and regulations and corresponding enforcement proceedings.

The BSA, the PATRIOT Act, the Anti-Money Laundering Act of 2020, and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs, and to file suspicious activity and currency transaction reports as appropriate. FinCEN, established by the U.S. Treasury Department to administer the BSA, is authorized to impose significant civil money penalties for violations of those requirements and has engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and IRS. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control. Federal and state bank regulators also focus on compliance with BSA and anti-money laundering regulations. If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of the financial institutions that we may acquire are deficient, we would be subject to liability, including fines, and regulatory actions such as restrictions on our ability to pay dividends and engage in acquisitions, which would negatively impact our business, financial condition and results of operations. In recent years, sanctions that the regulators have imposed on banks that have not complied with all requirements have been especially severe. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to the Community Reinvestment Act and federal and state fair lending laws, and failure to comply with these laws could lead to material penalties.

The Community Reinvestment Act (“CRA”), the ECOA and the FHA impose nondiscriminatory lending requirements on financial institutions. The FDIC, the NYDFS, the Department of Justice, and other federal and state agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. A successful challenge to our performance under the fair lending laws and regulations could adversely impact our rating under the CRA and result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on merger and acquisitions and expansion activity, which could negatively impact our reputation, business, financial condition and results of operations.

We are exposed to litigation and compliance risks related to our Socially Responsible Banking business model.

We may become the target of public criticism, litigation and regulatory and enforcement actions because of our ESG products and our social responsibility mission. For example, anti-debanking regulations promulgated under the GENIUS Act and at the NYDFS target financial institutions that will not lend or have made statements about not lending to certain industries. The potential impact of anti-debanking regulations on our business is discussed under the risk factor, “ The banking industry is heavily regulated and that regulation, together with any future legislation or regulatory changes, could limit or restrict our activities and adversely affect our operations or financial results.”

There has been a significant rise in climate-related probes and litigation, including greenwashing claims, against banks. "Greenwashing" involves a business making misleading sustainability-related claims to investors or consumers, usually to boost its reputation and bottom line. Furthermore, ESG products in the banking and financial services sectors have become subject to heightened regulatory scrutiny for potentially misleading claims and poor controls. Allegations that our ESG products contain claims that have misled investors or consumers, or that the claims are subject to poor controls, even if ultimately unfounded, may fundamentally damage our reputation and our financial performance.

Our financial condition may be affected negatively by the costs of litigation.

In difficult market conditions, the volume of claims and amount of damages sought in litigation and investigations against financial institutions have historically increased. We may be involved from time to time in a variety of litigation, investigations or similar matters arising out of our business. In many cases, we may seek reimbursement from our insurance carriers to cover such costs and expenses. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations. In addition, we may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms, if at all.

From time to time we are, or may become, involved in suits, legal proceedings, information-gatherings, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.

Many aspects of the banking business involve a substantial risk of legal liability. From time to time, we are, or may become, the subject of information-gathering requests, reviews, investigations and proceedings, and other forms of regulatory inquiry, including by bank regulatory agencies, self-regulatory agencies, and law enforcement authorities. The results of such proceedings could lead to significant civil or criminal penalties, including monetary penalties, damages, adverse judgments, settlements, fines, injunctions, restrictions on the way we conduct our business or reputational harm.

Risks Related to Our Common Stock

Shares of our common stock could face volatility due to banking sector uncertainty.

Bank holding company stock prices are sensitive to generalized concerns about the health of the banking industry as a whole, regardless of the health of a particular institution. Ongoing stress in the banking sector could adversely impact the market price of our common stock and our business, financial condition and results of operations. We cannot predict if investors will find our common stock less attractive as a result of these market stresses. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our ability to pay dividends is subject to regulatory limitations and the Bank’s ability to pay dividends to us is also subject to regulatory limitations.

The Company is a bank holding company that conducts substantially all of its operations through the Bank. As a result, our ability to make dividend payments on our common stock depends primarily on certain federal regulatory considerations and the receipt of dividends and other distributions from the Bank. As is the case with all financial institutions, the profitability of the Bank is subject to the fluctuating cost and availability of money, changes in interest rates, and in economic conditions in general.

Holders of our common stock are only entitled to receive such cash dividends as our Board of Directors may declare out of funds legally available for such payments. Although we currently expect to continue to pay quarterly dividends, any future determination relating to our dividend policy will be made by our Board of Directors and will depend on a number of factors. Any actual determination relating to our dividend policy and the declaration of future dividends will be made, subject to applicable law and regulatory approvals, by our Board of Directors and will depend on a number of factors, including: (i) our historical and projected financial condition, liquidity and results of operations, (ii) our capital levels and needs, (iii) tax considerations, (iv) any acquisitions or potential acquisitions that we may examine, (v) statutory and regulatory prohibitions and other limitations, (vi) the terms of any credit agreements or other borrowing arrangements that restrict our ability to pay cash dividends, (vii) general economic conditions and (viii) other factors deemed relevant by our Board of Directors. The Board of Directors may determine not to pay any cash dividends at any time. There can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends. For more information, see “ Cautionary Note Regarding Forward-Looking Statements ” and “ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy. ”

We have several significant investors whose individual interests may differ from yours.

A significant percentage of our common stock is currently held by investment funds affiliated with an amalgamation of Workers United and numerous joint boards, locals or similar organizations authorized under the constitution of Workers United (the “Workers United Related Parties”). Workers United Related Parties own approximately 38% of our common stock. Significant stockholders will have a greater ability than our other stockholders to influence the election of directors and the potential outcome of other matters submitted to a vote of our stockholders, including mergers and acquisition transactions, amendments to our certificate of incorporation and bylaws, and other extraordinary corporate matters. The interests of these investors could conflict with the interests of our other stockholders, and any future transfer by these investors of their shares of common stock to other investors who have different business objectives could adversely affect our business, results of operations, financial condition, prospects or the market value of our common stock.

Workers United Related Parties have also entered into agreements with us that contain certain provisions, including, among others, provisions relating to our governance, information rights, tag-along rights, board designation rights, and certain board and stockholder approval rights. Additionally, Workers United Related Parties have entered into agreements with us that provide certain registration rights under existing registration rights agreements, and in the case of the Workers United Related Parties, the establishment of an advisory board.

Transfers of our common stock owned by the Workers United Related Parties could adversely impact your rights as a stockholder and the market price of our common stock.

The Workers United Related Parties may transfer all or part of the shares of our common stock that they own, without allowing you to participate or realize a premium for any investment in our common stock, or distribute shares of our common stock that it owns to their members. Sales or distributions by the Workers United Related Parties of such common stock could adversely impact prevailing market prices for our common stock.

Additionally, a sale of common stock by the Workers United Related Parties to a third party could adversely impact the market price of our common stock and our business, financial condition and results of operations. For example, a change in control caused by the sale of our shares by the Workers United Related Parties may result in a change of management decisions and business policy.

Shares of our common stock are subject to dilution.

We may issue additional shares of our common stock in the future pursuant to current or future equity compensation plans or in connection with future acquisitions or financings. If we choose to raise capital by selling shares of our common stock for any reason, the issuance would have a dilutive effect on the holders of our common stock and could have a material negative effect on the value of our common stock.

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

General

The following is a discussion of our consolidated financial condition as of December 31, 2025, as compared to December 31, 2024, and our results of operations for the years ended December 31, 2025, December 31, 2024, and December 31, 2023. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements and is intended to provide insight into our results of operations and financial condition. This discussion and analysis is best read in conjunction with our consolidated financial statements and related notes as well as the financial and statistical data appearing elsewhere in this report. Historical results of operations and the percentage relationships among any amounts included, and any trends that may appear, may not indicate results of operations for any future periods.

This discussion generally focuses on 2025 and 2024 results and year-to-year comparisons between 2025 and 2024. Discussions of 2023 results and year-to-year comparisons between 2024 and 2023 can be found in the Management's Discussion and Analysis located in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 6, 2025.

In addition to historical information, this discussion includes certain forward-looking statements regarding business matters and events and trends that may affect our future results. For additional information regarding forward-looking statements and our related cautionary disclosures, see the “ Cautionary Note Regarding Forward-Looking Statements ” beginning on page ii of this report.

In this discussion, unless the context indicates otherwise, references to “we,” “us,” and “our” refer to the Company and the Bank. However, if the discussion relates to a period before the Effective Date of our Reorganization, the terms refer only to the Bank.

Overview

Our Business

Amalgamated Financial Corp., a Delaware public benefit corporation was formed on August 25, 2020 to serve as the holding company for the Bank, which was formed in 1923 as Amalgamated Bank of New York by the Amalgamated Clothing Workers of America, one of the country’s oldest labor unions. On March 1, 2021, the Company acquired all of the outstanding stock of the Bank and the Bank became the sole subsidiary of the Company. Although we are no longer majority union-owned, The Amalgamated Clothing Workers of America’s successor, Workers United, an affiliate of the Service Employees International Union that represents workers in the textile, distribution, food service and gaming industries, remains a significant stockholder, holding approximately 38% of our equity as of December 31, 2025. As of December 31, 2025, our total assets were $8.87 billion, our total loans, net of deferred fees and allowance were $4.90 billion, our total deposits were $7.95 billion, and our stockholders' equity was $794.5 million. As of December 31, 2025, our trust business held $38.63 billion in assets under custody and $16.63 billion in assets under management.

We offer a complete suite of commercial and retail banking, investment management and trust and custody services. Our commercial banking and trust businesses are national in scope and we also offer a full range of products and services to both commercial and retail customers through our three branch offices across New York City, one branch office in Washington, D.C., one branch office in San Francisco, one commercial office in Boston and our digital banking platform. Our corporate divisions include Commercial Banking, Trust and Investment Management and Consumer Banking. Product line includes residential mortgage loans C&I loans, CRE loans, multifamily mortgages, consumer loans (predominantly residential solar) and a variety of commercial and consumer deposit products, including non-interest bearing accounts, interest-bearing demand products, savings accounts, money market accounts and certificates of deposit. We also offer online banking and bill payment services, online cash management, safe deposit box rentals, debit card and ATM card services and the availability of a nationwide network of ATMs for our customers.

We currently offer a wide range of trust, custody, and investment management services, including asset safekeeping, corporate actions, income collections, proxy services, account transition, asset transfers, and conversion management. We also offer a broad range of investment products, including both index and actively-managed funds spanning equity, fixed-income, real estate and alternative investment strategies to meet the needs of our clients. Our products and services are tailored to our target customer

base that prefers a financial partner that is socially responsible, values-oriented and committed to creating positive change in the world. These customers include advocacy-based non-profits, social welfare organizations, national labor unions, political organizations, foundations, socially responsible businesses, and other for-profit companies that seek to ensure their profit-making activities align for the benefit of all their stakeholders.

Critical Accounting Estimates

Our consolidated financial statements are prepared based on the application of generally accepted accounting policies ("GAAP") in the United States, or GAAP, the most significant of which are described in Note 1 of our audited consolidated financial statements, starting on page 84 of this report. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements. Management has presented the application of these policies to the Audit Committee of our Board of Directors.

The following is a discussion of the critical accounting policies and significant estimates that require us to make complex and subjective judgments. Additional information about these policies can be found in Note 1 of our consolidated financial statements, which begin on page 84 of this report.

Allowance for credit losses on loans

Methods and Assumptions Underlying the Estimate

The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent in our loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and subsequent changes (favorable and unfavorable) in expected credit losses are recognized immediately in net income as a credit loss expense or a reversal of credit loss expense. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed, and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of inherently uncertain matters.

As described in Note 5 of the consolidated financial statements, the Company enhanced its allowance for credit loss ("ACL") calculation during 2025, which included a change in its ACL software vendor. The enhancement is intended to better align the estimation process with the nature and risk profile of the Company's loan portfolio, while enhancing operational efficiency and consistency in application. The enhancement did not have a material impact to the Company's financial statements. See Note 5 of our consolidated financial statements for additional information related to the change.

For segments other than the consumer solar loan segment, we calculate the quantitative portion of the allowance for credit losses using the discounted cash flow methodology ("DCF") whereby the amortized cost basis of the loan is compared to the net present value of expected cash flows to be collected. For segments with reserves calculated under the DCF model, a peer group by segment is used to develop periodic default rates, and statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of that peer group of banks. The DCF model includes a four-quarter reasonable and supportable economic forecast period followed by a four-quarter straight-line reversion to historical loss rates. In addition, the model incorporates assumptions for curtailment rates and recovery lag periods in its calculation of quantitative allowance.

For the consumer solar loan segment, the weighted average remaining maturity ("WARM") methodology calculates expected credit losses based on historical loss rates and forecasts those losses over the weighted average remaining maturity of the portfolio. The core assumption of the WARM methodology is based on use of internal loss data applied to a straight-line balance reduction, which aligns with the nature of repayment of these loans as well as the Company’s strategy of portfolio runoff.

Adjustments to the quantitative results for both DCF and WARM models are made using qualitative factors. These factors include: (1) borrowers' financial condition; (2) borrowers' ability to pay; (3) nature and volume of financial assets; (4) value of the underlying collateral; (5) lending policies and procedures; (6) quality of the loan review system; (7) the experience, ability, and depth of staff; (8) regulatory and legal environment; (9) changes in market conditions; and (10) changes in economic conditions. Factors are weighted based on level of impact and assigned a risk rating that determine the amount of required qualitative reserves. The level of impact and risk ratings are evaluated each quarter.

For loans that do not share risk characteristics, the Company evaluates these loans on an individual basis based on various factors. Factors that may be considered are borrowers delinquency trends and nonaccrual status, probability of foreclosure or note sale, changes in the borrowers' circumstances or cash collections, borrowers' industry, or other facts and circumstances of the loan or collateral. The expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For collateral dependent loans, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, less estimated costs to sell.

The Company assesses the sensitivity of key assumptions and economic forecasts utilized by the DCF model by segment at least annually by stressing assumptions and forecasts to understand the impact on the model. Key assumptions include peer groups per segment, macroeconomic variables used in our economic forecasts, and prepayment speeds. We apply benchmark rates for the prepayment and curtailment assumptions for statistical reference.

While management utilizes its best judgment and information available, the ultimate adequacy of our allowance is dependent upon a variety of factors beyond our control which are inherently difficult to predict, the most significant being the macroeconomic forecasts. As economic conditions can change, the anticipated amount of estimated loan defaults and losses, and therefore the adequacy of the allowance, could change significantly. Economic conditions more favorable than forecasted could lead to reductions in the amount of the allowance, and conversely conditions more adverse than forecasted could require increases in the amount of the allowance. The Company selects the economic forecast that is most reflective of expectations at that point in time, and changes could significantly impact the calculated estimated credit losses. To understand the impact of economic forecast changes on the ACL, we applied an adverse economic scenario to our DCF model. Consumer solar loans are not considered in this assessment as economic forecasts do not impact the WARM methodology. Compared to our December 31, 2025 baseline scenario, the adverse scenario assumes a 25 basis point lower GDP and a 18 basis point higher unemployment rate. This resulted in an increase in reserves by approximately 3%.

Uncertainties Regarding the Estimate

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

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

Impact on Financial Condition and Results of Operations

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

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

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

Recently Issued Accounting Pronouncements

See Note 2 of our consolidated financial statements, which are included beginning on page 93 of this report for a discussion of recently issued accounting pronouncements that have been or will be adopted by us that will require enhanced disclosures in our financial statements in future periods.

Impact of Inflation and Changing Interest Rates

Our consolidated financial statements have been prepared in accordance with GAAP, which requires us to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession generally are not considered. The primary effect of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, our assets and liabilities are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant effect on our performance than will the effect of changing prices and inflation in general. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities. For more information about how we evaluate interest rate risk, please see the section entitled “ Quantitative and Qualitative Disclosures about Market Risk – Evaluation of Interest Rate Risk .”

Results of Operations

General

Our results of operations depend substantially on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of interest income on loans, investment securities and other short-term investments and interest expense on interest-bearing liabilities, consisting primarily of interest expense on deposits and borrowings. Our results of operations are also dependent on non-interest income, consisting primarily of income from Trust Department fees, service charges on deposit accounts, net gains or losses on sales of investment securities and income from bank-owned life insurance (“BOLI”). Other factors contributing to our results of operations include our provisions for credit losses, income taxes, and non-interest expenses, such as salaries and employee benefits, occupancy and depreciation expenses, professional fees, data processing fees and other miscellaneous operating costs.

Net income for the year ended December 31, 2025 was $104.4 million, or $3.41 per average diluted share, compared to $106.4 million, or $3.44 per average diluted share, for the same period in 2024. The $2.0 million decrease was primarily due an increase in non-interest expense of $12.4 million, an increase in provision for credit losses of $6.0 million, and a decrease of non-interest income of $2.3 million, partially offset by net interest income which increased by $15.4 million and a decrease in income tax expense of $3.5 million.

Net Interest Income

Net interest income, representing interest income less interest expense, is a significant contributor to our revenues and earnings. We generate interest income from interest, dividends and prepayment fees on interest-earning assets, including loans, investment securities and other short-term investments. We incur interest expense from interest paid on interest-bearing liabilities, including interest-bearing deposits, Federal Home Loan Bank of New York ("FHLBNY") advances, subordinated debt, and other borrowings. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs of our deposits and other funding sources, (iii) our net interest spread and (iv) our net interest margin. Net interest spread is equal to the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is equal to the annualized net interest income divided by average net interest-earning assets. Average balances were derived from average daily balances. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

The following table sets forth information related to our average balance sheet, average yields on assets, and average costs of liabilities for the periods indicated:

Year Ended December 31,

(In thousands)

Average

Balance

Income /

Expense

Yield /

Rate

Average

Balance

Income /

Expense

Yield /

Rate

Average

Balance

Income /

Expense

Yield /

Rate

Interest-earning assets:

Interest-bearing deposits in banks

Securities (1)

Resell agreements

Total loans (2)(3)

Total interest-earning assets

Non-interest-earning assets:

Cash and due from banks

Other assets

Total assets

Interest-bearing liabilities:

Savings, NOW and money market deposits

Time deposits

Brokered CDs

Total interest-bearing deposits

Borrowings

Total interest-bearing liabilities

Non-interest-bearing liabilities:

Demand and transaction deposits

Other liabilities

Total liabilities

Stockholders' equity

Total liabilities and stockholders' equity

Net interest income / interest rate spread

Net yield on interest-earning assets / net interest margin

Total Cost of Deposits

(1) Includes FHLBNY stock in the average balance, and dividend income on FHLBNY stock in interest income.

(2) Amounts are net of deferred origination fees and costs. With the adoption of the current expected credit losses ("CECL") standard on January 1, 2023, the average balance of the allowance for credit losses on loans was reclassified for all presented periods to other assets to allow for comparability.

(3) Includes prepayment penalty income in 2025, 2024, and 2023 of $1.1 million, $0.1 million, and $0.1 million, respectively.

Net interest income was $297.8 million for the year ended December 31, 2025, compared to $282.4 million for the same period in 2024. The $15.4 million, or 5.4% increase was primarily attributable to an increase in yields earned on loans. These impacts are partially offset by an increase in interest expense and average balances of interest-bearing deposits.

Net interest spread was 2.48% for the year ended December 31, 2025, compared to 2.14% for the same period in 2024, an increase of 34 basis points. Our net interest margin was 3.59% fo r the year ended December 31, 2025, an increase of 8 b asis

points from 3.51% in the same period in 2024. This was largely due to the continued loan growth, as well as increase in yields earned on loans outpacing the increase in the cost of deposits.

The yield on average earning assets was 5.09% for the year ended December 31, 2025, compared to 4.99% for the same period in 2024, an increase of 10 basis points. This increase was driven primarily by an increase in average loan balances as well as loan yields.

The average rate on interest-bearing liabilities was 2.61% for the year ended December 31, 2025, compared to 2.85% for the same period in 2024, a decrease of 24 basis points. This decrease was driven primarily by a decrease in market rates paid on deposits due to several cuts in the federal funds rate, and a decrease in brokered certificate of deposits, partially offset by an increase in average balance of deposits, particularly in savings, NOW, and money market deposits. Non-interest-bearing deposits represented 39% of average deposits for the year ended December 31, 2025, compared to 46% for the year ended December 31, 2024.

Rate-Volume Analysis

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in weighted average interest rates. The table below presents the effect of volume and rate changes on interest income and expense. Changes in volume are changes in the average balance multiplied by the previous period’s average rate. Changes in rate are changes in the average rate multiplied by the average balance from the previous period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate:

Year Ended

December 31, 2025 over December 31, 2024

(In thousands)

Volume

Changes Due To

Rate

Net Change

Interest-earning assets:

Interest-bearing deposits in banks

Securities

Resell Agreements

Total loans, net

Total interest income

Interest-bearing liabilities:

Savings, NOW and money market deposits

Time deposits

Brokered CDs

Total deposits

Borrowings

Total interest expense

Change in net interest income

Provision for Credit Losses

We establish an allowance for credit losses through a provision for credit losses charged as an expense in our Consolidated Statements of Income.

Provision for credit losses totaled an expense of $16.3 million for the year ended December 31, 2025 , compared to an expense of $10.3 million for the same period in 2024. For the year ended December 31, 2025 , the provision for credit losses on loans totaled $17.6 million, the provision for credit losses on securities totaled $39.6 thousand, and the provision for credit losses on off-balance sheet credit exposures was a release of reserves of $1.4 million. For the year ended December 31, 2024, the provision for credit losses on loans totaled $10.4 million, the provision for credit losses on securities totaled $18.8 thousand, and the provision for credit losses on off-balance sheet credit exposures was a release of reserves of $50.0 thousand. Overall, the provision expense on loans was primarily driven by charge-offs on consumer solar and business banking portfolios, a charge-off for one syndicated commercial and industrial loan in connection with a note sale, a charge-off for one multi-family loan in connection with a transfer to held-for-sale, and increases in specific reserves, partially offset by release of reserves in the one-to-four family residential real estate and consumer solar loan portfolios as a result of the Company's portfolio runoff strategy.

For a further discussion of the allowance, see “ Allowance for Credit Losses ” below.

Non-Interest Income

Our non-interest income includes Trust Department fees, which consist of fees received in connection with investment advisory and custodial management services of investment accounts, service fees charged on deposit accounts, income on BOLI, gain or loss on sales of securities, sales of loans, and other real estate owned, income from equity method investments, and other income.

The following table presents our non-interest income for the periods indicated:

Year Ended

December 31,

Trust Department fees

Service charges on deposit accounts

Bank-owned life insurance income

Losses on sale of securities and other assets, net

Gain (loss) on sale of loans and changes in fair value on loans held-for-sale, net

Equity method investments income (loss)

Other income

Total non-interest income

Non-interest income was $30.9 million for the year ended December 31, 2025, compared to $33.2 million for the same period in 2024, a decrease of $2.3 million. The decrease of $2.3 million was primarily due to a $14.8 million decrease in service charges on deposit accounts primarily due to decreases in IntraFi Insured Cash Sweep network ("ICS") One-Way Sell income, offset by a $6.3 million decrease in losses on the sale of securities, and a $5.5 million decrease in losses on sale of loans and change in fair value on loans held-for-sale.

Service charges on deposit accounts includes service charges income generated from our retail deposit business, which includes a custodial deposit transference structure through the ICS for certain deposit programs whereby we, acting as custodian of account holder funds, place a portion of such account holder funds that are not needed to support near term settlement at one or more third-party banks insured by the FDIC (each, a "Program Bank"). Accounts opened at Program Banks are established in our name as custodian, for the benefit of our account holders. We remain the issuer of all accounts under the applicable account holder agreements and have sole custodial control and transaction authority over the accounts opened at Program Banks. We maintain the records of each account holder's deposits maintained at Program Banks. In return for record keeping services at Program Banks, the Company receives a servicing charge. For the fiscal year ended December 31, 2025, the Company recognized $2.4 million in servicing charge income attributable to our off-balance sheet deposit strategy, compared to $17.2 million for the year ended December 31, 2024.

Trust Department fees consist of fees we receive in connection with our investment advisory and custodial management services of investment accounts. Our Trust Department fees were $16.2 million in the year ended December 31, 2025, an increase of $1.0 million, or 6.6%, from same period in 2024.

Equity method investments income consists of income from solar tax equity investments. For equity method investments not compliant with ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323) - Accounting for Investments in Tax

Credit Structures Using the Proportional Amortization Method. the recognition of tax credits upon initial investment, which is considered income from these investments, is volatile before achieving steady state. In the early stages of the investment, accelerated depreciation of the value of the investment creates net losses, after which steady state income is achieved, generally within four quarters of the initial investment. Equity method investments loss was $1.7 million in the year ended December 31, 2025, compared to a loss of $0.8 million for the same period in 2024. During the year ended December 31, 2025, the Bank invested in a solar tax equity investment that was compliant with ASU 2023-02. The tax credits from this equity investment are recognized as benefits in the tax provision line.

Non-Interest Expense

The following table presents non-interest expense for the periods indicated:

Year Ended

December 31,

Compensation and employee benefits

Occupancy and depreciation

Professional fees

Technology

Office maintenance and depreciation

Amortization of intangible assets

Advertising and promotion

Federal deposit insurance premiums

Other expense

Total non-interest expense

Non-interest expense for the year ended December 31, 2025 was $172.2 million, an increase of $12.5 million from $159.8 million for the year ended December 31, 2024. The increase was primarily due to an $4.8 million increase in compensation expense due to increased headcount, corporate incentive payments, and temporary personnel costs, a $4.3 million increase in professional fees, and a $4.3 million increase in technology expense, offset by a $1.4 million decrease in advertising and promotion expense.

Income Taxes

Provision for income tax expense was $35.7 million for the year ended December 31, 2025, compared to $39.2 million for the same period in 2024. Our effective tax rate was 25.5% for the year ended December 31, 2025, compared to 26.9% for the same period in 2024. The decrease in the effective tax rate was primarily driven by the recognition of a tax credit from a tax equity investment in compliance with ASU 2023-02 during the year ended December 31, 2025.

Financial Condition

Balance Sheet

Total assets were $8.87 billion at December 31, 2025 , compared to $8.26 billion at December 31, 2024. Notable changes within individual balance sheet line items include a $768.6 million increase in total deposits, a $286.8 million increase in loans receivable, a $230.5 million increase in cash and equivalents, a $122.3 million increase in investment securities, a $24.9 million increase in resell agreements, and a $244.9 million decrease in borrowings.

Investment Securities

The primary goal of our securities portfolio is to maintain an available source of liquidity and an efficient investment return on excess capital, while maintaining a low-risk profile. We also use our securities portfolio to manage interest rate risk, meet Community Reinvestment Act (“CRA”) goals, support the Company's mission, and to provide collateral for certain types of deposits or borrowings. An Investment Committee, chaired by our Chief Financial Officer, manages our investment securities

portfolio according to written investment policies approved by our Board of Directors. Investments in our securities portfolio may change over time based on management’s objectives and market conditions.

We seek to minimize credit risk in our securities portfolio through diversification, concentration limits, restrictions on high risk investments (such as subordinated positions), comprehensive pre-purchase analysis and stress testing, ongoing monitoring and by investing a significant portion of our securities portfolio in U.S. Government sponsored entity (“GSE”) obligations. GSEs include the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA”), the Government National Mortgage Association (“GNMA”) and the Small Business Administration (“SBA”). GNMA is a wholly-owned U.S. Government corporation whereas FHLMC and FNMA are private. Mortgage-related securities may include mortgage pass-through certificates, participation certificates and collateralized mortgage obligations (“CMOs”). We invest in non-GSE securities, including property assessed clean energy ("PACE") assessments, in order to generate higher returns, improve portfolio diversification and reduce interest rate and prepayment risk. With the exception of small legacy CRA investments, Trust Preferred securities, and certain corporate bonds, all of our non-GSE securities are senior positions that are the top of the capital structure.

Our investment securities portfolio consists of securities classified as available for sale and held-to-maturity. There were no trading securities in our investment portfolio at December 31, 2025 or at December 31, 2024. All available for sale securities are carried at fair value and may be used for liquidity purposes should management consider it to be in our best interest.

At December 31, 2025 and December 31, 2024, we had available for sale securities of $1.78 billion and $1.63 billion, respectively.

At December 31, 2025, our held-to-maturity securities portfolio primarily consisted of PACE assessments, tax-exempt municipal securities, GSE commercial and residential certificates and other debt. We carry these securities at amortized cost. We had held-to-maturity securities of $1.55 billion at December 31, 2025, and $1.59 billion at December 31, 2024.

Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. Accrued interest receivable on held-to-maturity debt securities totaled $29.8 million at December 31, 2025 and $27.0 million at December 31, 2024, and is excluded from the estimate of credit losses, as accrued interest receivable is reversed for securities placed on nonaccrual status. The allowance for credit losses for held-to-maturity securities at December 31, 2025 was $0.7 million compared to $0.7 million at December 31, 2024. The provision for credit losses for held-to-maturity securities was an expense of $39.6 thousand for the year December 31, 2025 compared to a recovery of $18.8 thousand at December 31, 2024.

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that an expected credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on available for sale debt securities totaled $11.8 million at December 31, 2025, and $11.7 million at December 31, 2024, and is excluded from the estimate of credit losses, as accrued interest receivable is reversed for securities placed on nonaccrual status.

The following table is a summary of our investment portfolio, using market value for available for sale securities and amortized cost for held-to-maturity securities, as of the dates indicated.

December 31, 2025

December 31, 2024

December 31, 2023

(In thousands)

Amount

Portfolio

Amount

Portfolio

Amount

Portfolio

Available for sale:

Traditional securities:

GSE certificates & CMOs

Non-GSE certificates & CMOs

ABS

Corporate

Other

PACE assessments:

Residential PACE assessments

Total available for sale

Held-to-maturity:

Traditional securities:

GSE certificates & CMOs

Non-GSE certificates & CMOs

ABS

Municipal

Corporate

PACE assessments:

Commercial PACE assessments

Residential PACE assessments

Total held-to-maturity

Total securities

The following table shows contractual maturities and yields for the available for sale and held-to-maturity securities portfolios:

Contractual Maturity as of December 31, 2025

One Year or Less

One to Five Years

Five to Ten Years

Due after Ten Years

(In thousands)

Amortized

Cost

Weighted Average

Yield (1)

Amortized

Cost

Weighted Average

Yield (1)

Amortized

Cost

Weighted Average

Yield (1)

Amortized

Cost

Weighted Average

Yield (1)

Available for sale:

Traditional securities:

GSE certificates & CMOs

Non-GSE certificates & CMOs

ABS

Corporate

Other

PACE assessments:

Residential PACE assessments

Held-to-maturity:

Traditional securities:

GSE certificates & CMOs

Non-GSE certificates & CMOs

ABS

Municipal

Corporate

PACE assessments:

Commercial PACE assessments

Residential PACE assessments

Total securities

(1) Estimated yield based on book price (amortized cost divided by par) using estimated prepayments and no change in interest rates.

The following table shows a breakdown of our asset backed securities by sector and ratings at carrying value based on the fair value of available for sale securities and amortized cost of held-to-maturity securities as of December 31, 2025:

Expected Avg.

Life in Years

Credit Ratings

Highest Rating if split rated

(In thousands)

Amount

Floating

% AAA

% BBB

% Not

Rated

Total

CLO Commercial & Industrial

Consumer

Mortgage

Student

Total Securities:

Loans

Lending-related income is an important component of our net interest income and is a main driver of our results of operations. Total loans, net of deferred origination fees and allowance for credit losses, were $4.90 billion as of December 31, 2025 compared to $4.61 billion as of December 31, 2024. Within our commercial loan portfolio, our primary focus has been on C&I, multifamily and CRE lending.

The following table sets forth the composition of our loan portfolio, as of December 31, 2025 and December 31, 2024:

(In thousands)

December 31, 2025

December 31, 2024

Amount

% of total loans

Amount

% of total loans

Commercial portfolio:

Commercial and industrial

Multifamily

Commercial real estate

Construction and land development

Total commercial portfolio

Retail portfolio:

Residential real estate lending

Consumer solar

Consumer and other

Total retail portfolio

Total loans

Allowance for credit losses

Total loans, net

Commercial loan portfolio

Our commercial loan portfolio comprised 67.9% of our total loan portfolio at December 31, 2025 and 63.3% of our total loan portfolio at December 31, 2024. The major categories of our commercial loan portfolio are discussed below:

Commercial & Industrial ("C&I"). Our C&I loans are generally made to small and medium-sized manufacturers and wholesale, retail and service-based businesses to provide either working capital or to finance major capital expenditures. In addition, our C&I portfolio includes commercial solar financings; for many of these we are the sole lender, while for some others we are a participant in a syndicated credit facility led by another institution. The primary source of repayment for C&I loans is generally operating cash flows of the business or project. We also seek to minimize risks related to these loans by requiring such loans to be collateralized by various business assets (including inventory, equipment, accounts receivable, and the assignment of contracts

that generate cash flow). The average size of our C&I loans at December 31, 2025 by exposure was $7.9 million with a median size of $0.6 million. We have shifted our lending strategy to focus on developing full customer relationships including deposits, cash management, and lending. The businesses that we focus on are generally mission aligned with our core values, including organic and natural products, sustainable companies, clean energy, nonprofits, and B Corporations TM .

Our C&I loans totaled $1.33 billion at December 31, 2025, which comprised 26.9% of our total loan portfolio. During the year ended 2025, the C&I loan portfolio increased by 13.6% from $1.18 billion at December 31, 2024.

Multifamily . Our multifamily loans are generally used to purchase or refinance apartment buildings of five units or more, which collateralize the loan, in major metropolitan areas within our markets. Multifamily loans have 81% of their exposure in New York City—our largest geographic concentration. Our multifamily loans have been underwritten under stringent guidelines on loan-to-value and debt service coverage ratios that are designed to mitigate credit and concentration risk in this loan category. The average current LTV of our multifamily loans is approximately 56%.

Our multifamily loans totaled $1.64 billion at December 31, 2025, which comprised 33.2% of our total loan portfolio. During the year ended 2025, the multifamily loan portfolio increased by 21.6% from $1.35 billion at December 31, 2024.

CRE. Our CRE loans are used to purchase or refinance office buildings, owner-occupied office buildings, retail centers, industrial facilities and mixed-used buildings. CRE loans have 64% of their exposure in New York City. Our CRE loans have been underwritten under stringent guidelines on loan-to-value and debt service coverage ratios that are designed to mitigate credit and concentration risk in this loan category. The average LTV, based on underwriting appraisal value, of our CRE loans is approximately 45%.

Our CRE loans totaled $363.3 million at December 31, 2025, which comprised 7.3% of our total loan portfolio. During the year ended December 31, 2025, the CRE loan portfolio decreased by 11.7% from $411.4 million at December 31, 2024.

Retail loan portfolio

Our retail loan portfolio comprised 32.1% of our total loan portfolio at December 31, 2025 and 36.7% of our loan portfolio at December 31, 2024. The major categories of our retail loan portfolio are discussed below:

Residential real estate lending .  Our residential one-to-four family mortgage loans are residential mortgages that are primarily secured by single-family homes, which can be owner occupied or investor owned. These loans were either originated by our loan officers or purchased from other originators with the servicing retained by such originators. Our residential real estate lending portfolio is 99% first mortgage loans and 1% second mortgage loans. As of December 31, 2025, approximately 80% of our residential one-to-four family mortgage loans were either originated by our loan officers or were acquired in our acquisition of New Resource Bank, and approximately 20% were purchased or acquired. Our residential real estate lending loans totaled $1.24 billion at December 31, 2025, which comprised 77.8% of our retail loan portfolio and 25.0% of our total loan portfolio. During the year ended December 31, 2025, our residential real estate lending loans decreased by 5.8% from $1.31 billion at December 31, 2024. Beginning in February 2026, in order to maintain strong client relationships, the Company entered into a marketing services agreement with Embrace Home Loans to refer its customers for residential loans services, while advancing its broader strategic focus.

Consumer solar. Our consumer solar portfolio is comprised of purchased residential solar loans, secured by Uniform Commercial Code ("UCC") financing statements. Our consumer solar portfolio is fully acquired and is in run-off mode. Our consumer solar loans totaled $325.2 million at December 31, 2025, which comprised 6.6% of our total loan portfolio, compared to $365.5 million, or 7.8%, of our total loan portfolio at December 31, 2024.

Consumer and other. Our consumer and other portfolio is comprised of purchased student loans, unsecured consumer loans and overdraft lines. Our consumer and other loans totaled $27.7 million at December 31, 2025, which comprised 0.5% of our total loan portfolio, compared to $34.6 million, or 0.8% of our total loan portfolio, at December 31, 2024.

Maturities and Sensitivity of Loans to Changes in Interest Rates

The information in the following table is based on the contractual maturities of individual loans, including loans that may be subject to renewal at their contractual maturity. Renewal of these loans is subject to review and credit approval, as well as

modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below because borrowers have the right to prepay obligations with or without prepayment penalties.

The following table summarizes our loans held for investment portfolio at December 31, 2025 by maturity date.

(In thousands)

One year or less

After one but

within five years

After 5 years but within 15 years

After 15 years

Total

Commercial Portfolio:

Commercial and industrial

Multifamily

Commercial real estate

Construction and land development

Retail Portfolio:

Residential real estate lending

Consumer solar

Consumer and other

Total Loans

The following table presents our loans held for investment with maturity due after December 31, 2026:

(In thousands)

Fixed

Adjustable

Total

Commercial Portfolio:

Commercial and industrial

Multifamily

Commercial real estate

Construction and land development

Retail Portfolio:

Residential real estate lending

Consumer solar

Consumer and other

Total Loans

Allowance for Credit Losses

With the adoption of the CECL standard, the allowance for credit losses for the year ended December 31, 2025, December 31, 2024 and December 31, 2023 is calculated under the expected credit losses model. We maintain the allowance at a level we believe is sufficient to absorb current expected credit losses in our loan portfolio. The following table presents, by loan type, the changes in the allowance for the periods indicated.

Year Ended December 31,

(In thousands)

Balance at beginning period

Adoption of ASU No. 2016-13

Loan charge-offs:

Commercial portfolio:

Commercial and industrial

Multifamily

Construction and land development

Retail portfolio:

Residential real estate lending

Consumer solar

Consumer and other

Total loan charge-offs

Recoveries of loans previously charged-off:

Commercial portfolio:

Commercial and industrial

Multifamily

Construction and land development

Retail portfolio:

Residential real estate lending

Consumer solar

Consumer and other

Total loan recoveries

Net charge-offs

Provision for credit losses

Balance at end of period

The allowance for credit losses decreased $2.5 million to $57.6 million at December 31, 2025 from $60.1 million at December 31, 2024. See Note 5 of our consolidated financial statements for additional information related to the change. The ratio of allowance to total loans was 1.16% at December 31, 2025 and 1.29% at December 31, 2024.

At December 31, 2025, the allowance for credit losses on held-to-maturity securities was $0.7 million compared to $0.7 million at December 31, 2024.

Allocation of Allowance for Credit Losses on Loans

The following table presents the allocation of the allowance and the percentage of the total amount of loans in each loan category listed as of the dates indicated:

At December 31, 2025

At December 31, 2024

At December 31, 2023

(In thousands)

Amount

% of total loans

Amount

% of total loans

Amount

% of total loans

Commercial Portfolio:

Commercial and industrial

Multifamily

Commercial real estate

Construction and land development

Total commercial portfolio

Retail Portfolio:

Residential real estate lending

Consumer solar

Consumer and other

Total retail portfolio

Total allowance for credit losses on loans

The following table presents the allocation of the allowance for credit losses on securities and the percentage of the total amount of held-to-maturity securities in each security category listed as of dates indicated:

December 31, 2025

December 31, 2024

(In thousands)

Amount

% of total held-to-maturity securities

Amount

% of total held-to-maturity securities

Traditional securities:

GSE certificates & CMOs

Non-GSE certificates & CMOs

ABS

Municipal

Total traditional securities

PACE assessments:

Commercial PACE assessments

Residential PACE assessments

Total retail portfolio

Total allowance for credit losses on securities

Nonperforming Assets

Nonperforming assets include all loans categorized as nonaccrual, other real estate owned and other repossessed assets. The accrual of interest on loans is discontinued, or the loan is placed on nonaccrual, when the full collection of principal and interest is in doubt. Interest on loans is generally recognized on the accrual basis. Interest is not accrued on loans that are more than 90 days delinquent on payments, and any interest that was accrued but unpaid on such loans is reversed from interest income at that time, or when deemed to be uncollectible. Interest subsequently received on such loans is recorded as interest income or alternatively as a reduction in the amortized cost of the loan if there is significant doubt as to the collectability of the unpaid principal balance. Loans are returned to accrual status when principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The following table sets forth information about our nonperforming assets as of December 31, 2025, December 31, 2024 and December 31, 2023:

(In thousands)

December 31, 2025

December 31, 2024

December 31, 2023

Loans 90 days past due and accruing

Nonaccrual loans held for sale

Nonaccrual loans - Commercial

Nonaccrual loans - Retail

Nonaccrual securities

Total nonperforming assets

Nonaccrual loans:

Commercial and industrial

Multifamily

Commercial real estate

Construction and land development

Total commercial portfolio

Residential real estate lending

Consumer solar

Consumer and other

Total retail portfolio

Total nonaccrual loans

Nonperforming assets to total assets

Nonaccrual assets to total assets

Nonaccrual loans to total loans

Allowance for credit losses on loans to nonaccrual loans

Allowance for credit losses on loans to total loans

Net charge-offs to average loans

Ratio of net recoveries (charge-offs) to average loans outstanding during the period:

Commercial and industrial

Multifamily

Commercial real estate

Construction and land development

Total commercial portfolio

Residential real estate lending

Consumer solar

Consumer and other

Total retail portfolio

Total

Nonperforming assets totaled $28.7 million , or 0.32% of period-end total assets at December 31, 2025 , an increase of $2.8 million, compared with $25.9 million, or 0.31% of period-end total assets at December 31, 2024. Nonperforming assets at December 31, 2025 compared to December 31, 2024 had notable changes including a $10.3 million increase in multifamily loans on nonaccrual status, partially offset by a $4.0 million decrease in commercial real estate loans on nonaccrual status, and a $3.9 million decrease in held for sale nonaccrual loans.

Potential problem loans are loans which management has doubts as to the ability of the borrowers to comply with the present loan repayment terms. Potential problem loans are performing loans and include our special mention and substandard-accruing commercial loans and/or loans 30-89 days past due. Potential problem loans are not included in the nonperforming assets table above and totaled $99.8 million, or 1.1% of total assets, at December 31, 2025, and $109.4 million, or 1.3% of total assets, at December 31, 2024.

Resell Agreements

As of December 31, 2025, w e entered into $48.7 million in short term investments of resell agreements backed by government guaranteed loans and other loans, with a weighted interest rate of 6.00%. As of December 31, 2024 , w e entered into $23.7 million of short term investments of resell agreements backed by residential first-lien mortgage loans, with a weighted interest rate of 6.91%.

Deferred Tax Asset

We had deferred tax assets, net of deferred tax liabilities, of $30.8 million at December 31, 2025 and $42.4 million at December 31, 2024. As of December 31, 2025, our deferred tax assets were fully realizable with no valuation allowance held against the balance. Our management concluded that it was more-likely-than-not that the entire amount will be realized.

We will evaluate the recoverability of our net deferred tax asset on a periodic basis and record decreases (increases) as a deferred tax provision (benefit) in the Consolidated Statements of Income as appropriate.

Deposits

Deposits represent our primary source of funds. We are focused on growing our core deposits through relationship-based banking with our business and consumer clients. Total deposits were $7.95 billion at December 31, 2025, compared to $7.18 billion at December 31, 2024. We believe that our strong deposit franchise is attributable to our mission-based strategy of developing and maintaining relationships with our clients who share similar values and through maintaining a high level of service.

We gather deposits through each of our three branch locations across New York City, our one branch in Washington, D.C., our one branch in San Francisco, and through the efforts of our commercial banking team including our Boston group which focuses nationally on business growth. Through our branch network, online, mobile and direct banking channels, we offer a variety of deposit products including demand deposit accounts, money market deposits, NOW accounts, savings and certificates of deposit, ICS accounts, Certificate of Deposit Account Registry Service accounts, and brokered certificates of deposit. We bank politically active customers, such as campaigns, Political Action Committee ("PACs"), and state and national party committees, which we refer to as political deposits. These deposits exhibit seasonality based on election cycles. As of December 31, 2025 and December 31, 2024, we had approximately $1.73 billion and $969.6 million, respectively, in on-balance sheet and off-balance sheet political deposits which are primarily in demand deposits.

The following table sets forth the average balance amounts and the average rates paid on deposits held by us for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.

Average

Balance

Interest Expense

Average Rate Paid

Average

Balance

Interest Expense

Average Rate Paid

Average

Balance

Interest Expense

Average Rate Paid

(In thousands)

Non-interest-bearing demand and transaction deposits

NOW accounts

Money market deposit accounts

Savings accounts

Time deposits

Brokered CDs

With participation through ICS, our off-balance sheet deposits totaled $1.05 billion at December 31, 2025, and zero at December 31, 2024.

We had uninsured deposits of $4.61 billion, and $3.71 billion for the years ended December 31, 2025, and December 31, 2024, respectively. The increase in uninsured deposits compared to the prior year is driven by overall growth of deposits, as well as movement of deposits in our reciprocal program off-balance sheet.

Maturities of time certificates of deposit and other time deposits of $250,000 or more outstanding at December 31, 2025 are summarized as follows:

Maturities as of December 31, 2025

(In thousands)

Within three months

After three but within six months

After six months but within twelve months

After twelve months

Liquidity

Liquidity refers to our ability to maintain cash flow that is adequate to fund our operations, support asset growth, maintain reserve requirements and meet present and future obligations of deposit withdrawals, lending obligations and other contractual obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management. Our liquidity risk management policy provides the framework that we use to maintain adequate liquidity and sources of available liquidity at levels that enable us to meet all reasonably foreseeable short-term, long-term and strategic liquidity demands. The Asset and Liability Management Committee is responsible for oversight of liquidity risk management activities in accordance with the provisions of our liquidity risk policy and applicable bank regulatory capital and liquidity laws and regulations. Our liquidity risk management process includes (i) ongoing analysis and monitoring of our funding requirements under various balance sheet and economic scenarios, (ii) review and monitoring of lenders, depositors, brokers and other liability holders to ensure appropriate diversification of funding sources and (iii) liquidity contingency planning to address liquidity needs in the event of unforeseen market disruption impacting a wide range of variables. We continuously monitor our liquidity position in order for our assets and liabilities to be managed in a manner that will meet our immediate and long-term funding requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our stockholders. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy, and the scheduled maturity and interest rate sensitivity of our

securities and loan portfolios and deposits. The complexity of liquidity management increases due to the varying levels of management control that can be exerted over different elements of the balance sheet. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control when we make investment decisions. Net deposit inflows and outflows, however, are far less predictable and are not subject to the same degree of certainty.

In addition to assessing liquidity risk on a consolidated basis, we monitor the parent company’s liquidity. The parent company’s routine funding requirements consist primarily of operating expenses, dividends paid to shareholders, debt service, repurchases of common stock and funds used for acquisitions. The parent company obtains funding to meet its obligations from dividends collected from its subsidiaries and the issuance of debt and capital securities. Dividend payments to the parent company by its subsidiary bank are subject to regulatory review and statutory limitations and, in some instances, regulatory approval. The Company maintains sufficient funding to meet expected capital and debt service obligations for 18 months without the support of dividends from subsidiaries and assuming access to the wholesale markets is maintained. The Company maintains sufficient liquidity to meet its capital and debt service obligations for 12 months under adverse conditions without the support of dividends from subsidiaries or access to the wholesale markets.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our short-term and long-term liquidity requirements are primarily to fund on-going operations, including payment of interest on deposits and debt, extensions of credit to borrowers and capital expenditures. These liquidity requirements are met primarily through our deposits, FHLBNY advances and the principal and interest payments we receive on loans and investment securities. Cash, interest-bearing deposits in third-party banks, securities available for sale and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are available to us include the sale of loans we hold for investment, securitization of loans or PACE assessments, the ability to acquire additional national market non-core deposits, borrowings through the Federal Reserve’s discount window and the issuance of debt or equity securities. We believe that the sources of available liquidity are adequate to meet our current and reasonably foreseeable future liquidity needs.

At December 31, 2025, our cash and equivalents, which consist of cash and amounts due from banks and interest-bearing deposits in other financial institutions, amounted to $291.2 million, or 3.3% of total assets, compared to $60.7 million, or 0.7% of total assets at December 31, 2024. The $230.5 million, or 379.4%, increase is due to normal business activities and strategic investment securities sales, offset by paydowns of borrowings and strategic investment securities purchases. Our available for sale securities at December 31, 2025 were $1.78 billion, or 20.1% of total assets, compared to $1.63 billion, or 19.7% of total assets at December 31, 2024. Available for sale securities with an aggregate fair value of $1.15 billion at December 31, 2025 were pledged to secure outstanding advances, letters of credit, provide additional borrowing potential and collateralize municipal deposits. Additionally, as of December 31, 2025 and December 31, 2024, mortgage loans with an unpaid principal balance of $2.33 billion and $2.45 billion respectively, were pledged to the FHLBNY to secure outstanding advances, letters of credit and to provide additional borrowing potential.

The liability portion of the balance sheet serves as our primary source of liquidity. Over the long term, we plan to meet our future cash needs through the generation of deposits. Customer deposits have historically provided a sizeable source of relatively stable and low-cost funds. We are also a member of the FHLBNY, from which we can borrow for leverage or liquidity purposes. The FHLBNY requires that securities and qualifying loans be pledged to secure any advances. At December 31, 2025, we had $5.8 million in advances from the FHLBNY and remaining credit availability of $1.97 billion. In addition, we maintain additional borrowing capacity of approximately $946.9 million with the Federal Reserve’s discount window that is secured by certain securities from our portfolio which are not pledged for other purposes.

We also had $63.8 million in subordinated debt, net of issuance costs. Our cash and borrowing capacity to taled $4.26 billion of immediately available funds, in addition to unpledged securities with two-day availability of $486.0 million for total liquidity within two days of $4.74 billion , which provided coverage for 103% of total uninsured deposits.

Capital Resources

Total stockholders’ equity at December 31, 2025 was $794.5 million, compared to $707.7 million at December 31, 2024, an increase of $86.8 million. The increase was primarily driven by $104.4 million in net income and a $26.5 million increase in accumulated other comprehensive income due to the mark to market on our available for sale securities portfolio, offset by $17.3 million in dividends paid, and $32.3 million in stock repurchases.

We are subject to various regulatory capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on our financial statements.

Basel III regulatory capital rules impose minimum capital requirements for bank holding companies and banks. These rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies with consolidated assets of more than $3 billion. In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain the fully phased in “capital conservation buffer” of 2.5% on top of its minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1 risk-based capital, but the buffer applies to all three measurements (common equity Tier 1 risk-based capital, Tier 1 capital and total capital). The capital conservation buffer is equal to 2.5% of risk-weighted assets.

The following table shows the regulatory capital ratios for the Company and the Bank at the dates indicated:

Actual

For Capital

Adequacy Purposes (1)

To Be Considered

Well Capitalized

Actual

Ratio

Amount

Ratio

Amount

Ratio

(In thousands)

December, 31, 2025

Consolidated:

Total capital to risk weighted assets

Tier 1 capital to risk weighted assets

Tier 1 capital to average assets

Common equity tier 1 to risk weighted assets

Bank:

Total capital to risk weighted assets

Tier 1 capital to risk weighted assets

Tier 1 capital to average assets

Common equity tier 1 to risk weighted assets

December 31, 2024

Consolidated:

Total capital to risk weighted assets

Tier 1 capital to risk weighted assets

Tier 1 capital to average assets

Common equity tier 1 to risk weighted assets

Bank:

Total capital to risk weighted assets

Tier 1 capital to risk weighted assets

Tier 1 capital to average assets

Common equity tier 1 to risk weighted assets

(1) Amounts are shown exclusive of the capital conservation buffer of 2.50%.

As of December 31, 2025 and December 31, 2024, the Bank was categorized as “well capitalized” under the prompt corrective action measures and met the capital conservation buffer requirements.

Contractual Obligations

We have entered into contractual obligations in the normal course of business that involve elements of credit risk, interest rate risk

and liquidity risk. The following table summarizes these obligations by contractual maturity date as of December 31, 2025:

December 31, 2025

(In thousands)

Total

Less than 1 year

1-3 years

3-5 years

More than 5 years

FHLBNY Advances

Subordinated Debt

Operating Leases

Certificates of Deposit

Not included in the above are three leases in which the Company entered into during the year ended December 31, 2025, but the leases have not yet commenced and are expected to commence in 2026. These include a fifteen-year lease for the Company's new headquarters, a thirty-month lease for commercial office location in Oakland, California, and a forty two-month lease for relocation of a branch in New York City.

Investment Obligations

The Company is a party to agreements with Pace Funding Group LLC and Allectrify PBC for the purchase of PACE assessment investments, with commitments extending through December 2026 and June 2028, respectively. As of December 31, 2025, the estimated remaining commitments under these agreements were $ 139.5  million and $ 100.0  million, respectively. The PACE assessments have equal-lien priority with property taxes and generally rank senior to first lien mortgages. These investments are currently held in the Company's available for sale and held-to-maturity investment portfolios. The Company evaluates these obligations for credit risk and the recorded reserve is immaterial.

During the fourth quarter of 2025, the Company funded $ 2.4  million to Greenskies Clean Energy LLC as a solar tax equity investment. As part of this investment agreement, the Company committed to additional fundings of $ 5.6  million which is recognized as a liability on the balance sheet given this future event is unconditional and legally binding.