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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2026


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

For the transition period from __________________ to __________________

Commission File No. 001-38282

Metropolitan Bank Holding Corp.

(Exact Name of Registrant as Specified in Its Charter)


New York		13-4042724
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

99 Park Avenue, New York, New York		10016
(Address of Principal Executive Offices)		(Zip Code)

(212) 659-0600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MCB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☒ NO ☐

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


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging Growth Company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☒

There were 12,394,797 shares of the Registrant’s common stock, par value $0.01 per share, outstanding as of May 4, 2026.

Table of Contents

METROPOLITAN BANK HOLDING CORP.

Form 10-Q

Table of Contents


	Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Consolidated Statements of Financial Condition	6

Consolidated Statements of Operations	7

Consolidated Statements of Comprehensive Income	8

Consolidated Statements of Changes in Stockholders’ Equity	9

Consolidated Statements of Cash Flows	10

Notes to Unaudited Consolidated Financial Statements	11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3. Quantitative and Qualitative Disclosures About Market Risk	43

Item 4. Controls and Procedures	45

PART II. OTHER INFORMATION	46

Item 1. Legal Proceedings	46

Item 1A. Risk Factors	46

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3. Defaults Upon Senior Securities	46

Item 4. Mine Safety Disclosures	47

Item 5. Other Information	47

Item 6. Exhibits	48

Signatures	49

Table of Contents

GLOSSARY OF COMMON TERMS AND ACRONYMS

ACL	Allowance for credit losses	FHLB	Federal Home Loan Bank
AFS	Available-for-sale	FHLBNY	Federal Home Loan Bank of New York
ALCO	Asset Liability Committee	FRB	Federal Reserve Bank
AOCI	Accumulated other comprehensive income	FRBNY	Federal Reserve Bank of New York
ASC	Accounting Standards Codification	FX	Foreign exchange
ASU	Accounting Standards Update	GAAP	U.S. Generally accepted accounting principles
Bank	Metropolitan Commercial Bank	GPG	Global Payments Group
BHC Act	Bank Holding Company Act of 1956, as amended	HTM	Held-to-maturity
BSA	Bank Secrecy Act	IRR	Interest rate risk
C&I	Commercial and industrial	ISO	Incentive stock option
CARES Act	Coronavirus Aid, Relief, and Economic Security Act	JOBS Act	The Jumpstart Our Business Startups Act
CECL	Current Expected Credit Loss	LIBOR	London Inter-Bank Offered Rate
CFPB	Consumer Financial Protection Bureau	LTV	Loan-to-value
Company	Metropolitan Bank Holding Corp.	MBS	Mortgage-backed securities
Coronavirus	COVID-19	N/A	Not Applicable
CRA	Community Reinvestment Act	NYSDFS	New York State Department of Financial Services
CRE	Commercial real estate	OCC	Office of the Comptroller of the Currency
CRE Guidance	Commercial Real Estate Lending, Sound Risk Management Practices	PRSU	Performance restricted share units
DIF	Deposit Insurance Fund	ROU	Right of use
EB-5 Program	EB-5 Immigrant Investor Program	SEC	U.S. Securities and Exchange Commission
EVE	Economic value of equity	SOFR	Secured Overnight Financing Rate
FASB	Financial Accounting Standards Board	TDR	Troubled debt restructuring
FDIC	Federal Deposit Insurance Corporation	USD	U.S. dollar

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “consider,” “should,” “plan,” “estimate,” “predict,” “continue,” “probable,” and “potential” or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Metropolitan Bank Holding Corp. (the “Company”) and its wholly-owned subsidiary Metropolitan Commercial Bank (the “Bank”), share repurchases under the Company’s share repurchase program, dividend payments and the Company’s strategies, plans, objectives, expectations and intentions, and other statements contained in this Quarterly Report on Form 10-Q that are not historical facts. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that are difficult to predict and are generally beyond our control and that may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Factors that may cause actual results to differ from those results expressed or implied include those factors listed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2026 and in this Quarterly Report on Form 10-Q. In addition, these factors include but are not limited to:

●

a failure to successfully manage our credit risk and the sufficiency of our allowance for credit losses;

●

changes in loan demand and declines in real estate values in the Company’s market area, which may adversely affect our loan production;

●

borrower and depositor concentrations (e.g., by geographic area and by industry);

●

the interest rate policies of the Federal Reserve and other regulatory bodies;

●

general economic conditions, including unemployment rates, and potential recessionary and inflationary indicators, either nationally or locally, including the related effects on our borrowers and other clients, such as adverse changes to credit quality, and on our financial condition and results of operations;

●

an unanticipated loss of key personnel or existing clients, or an inability to attract key employees;

●

system failures or cybersecurity breaches of our information technology infrastructure and/or confidential information or those of the Company’s third-party service providers;

●

failure to maintain current technologies or technological changes and enhancements that may be more difficult or expensive to implement than anticipated, and failure to successfully implement future information technology enhancements;

●

emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business or clients;

●

the timely and efficient development of new products and services offered by the Company, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value and acceptance of these products and services by clients;

●

the successful implementation or consummation of new business initiatives, which may be more difficult or expensive than anticipated;

●

an unexpected adverse financial, regulatory, legal or bankruptcy event experienced by our financial service clients;

●

unexpected increases in our expenses;

●

changes in liquidity, including funding sources, deposit flows and the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio;

●

an unexpected deterioration in the performance of our loan or securities portfolios and our inability to absorb the amount of actual losses inherent in the portfolio;

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●

difficulties associated with achieving or predicting expected future financial results;

●

growth that differed from expectations and our ability to manage our growth;

●

increases in competitive pressures among financial institutions or from non-financial institutions which may result in unanticipated changes in our loan or deposit rates;

●

unexpected adverse impacts related to future acquisitions or divestitures;

●

impacts related to or resulting from regional and community bank failures and stresses to regional banks, or conditions in the securities markets or the banking industry being less favorable than currently anticipated;

●

changes in accounting principles, policies or guidelines may cause the Company’s financial condition or results of operation to be reported or perceived differently;

●

legislative, tax or regulatory changes or actions, including changes and the potential for changes to regulatory policy and the promulgation of new laws and regulations following the inauguration of a new presidential administration, may adversely affect the Company’s business;

●

unanticipated increases in FDIC insurance premiums or future assessments;

●

the costs, including the possible incurrence of fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results;

●

the current or the potential impact on the Company’s operations, financial condition, and clients resulting from natural or man-made disasters, climate change, wars, military conflict, acts of terrorism, other geopolitical events, cyberattacks, and global pandemics, or localized epidemics; and

●

unanticipated changes or developments in the industries and sectors in which we have made material investments in, as well as the impact of such changes or developments on our ability to provide banking services to those industries and sectors.

The Company’s ability to predict results or the actual effects of its plans or strategies is inherently uncertain. As such, forward-looking statements can be affected by inaccurate assumptions made, or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect conditions only as of the date of this filing. Forward-looking statements speak only as of the date of this document. The Company undertakes no obligation (and expressly disclaims any obligation) to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements, except as may be required by law.

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)

(in thousands, except share data)


	March 31,		December 31,
	2026		2025
Assets
Cash and due from banks	$	12,034	$	12,086
Overnight deposits		660,359		381,501
Total cash and cash equivalents		672,393		393,587
Investment securities available-for-sale, at fair value		649,719		578,932
Investment securities held-to-maturity (estimated fair value of $302.5 million and $313.1 million at March 31, 2026 and December 31, 2025, respectively)		347,868		356,627
Equity investment securities, at fair value		5,625		5,609
Total securities		1,003,212		941,168
Other investments		20,725		20,632
Loans, net of deferred fees and costs		7,046,547		6,810,233
Allowance for credit losses		(82,071)		(97,081)
Net loans		6,964,476		6,713,152
Other assets		183,318		187,177
Total assets	$	8,844,124	$	8,255,716
Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing demand deposits	$	1,539,553	$	1,479,420
Interest-bearing deposits		6,200,166		5,897,758
Total deposits		7,739,719		7,377,178
Trust preferred securities		20,620		20,620
Secured and other borrowings		15,975		10,975
Other liabilities		119,471		103,831
Total liabilities		7,895,785		7,512,604

Common stock, $0.01 par value, 25,000,000 shares authorized, 13,613,586 and 11,300,191 shares issued; and 12,392,035 and 10,088,617 shares outstanding at March 31, 2026 and December 31, 2025, respectively		136		113
Additional paid in capital		584,524		405,565
Retained earnings		479,177		450,639
Accumulated other comprehensive income (loss), net of tax		(39,233)		(39,739)
Treasury stock, at cost, 1,221,551 and 1,211,574 shares at March 31, 2026 and December 31, 2025, respectively		(76,265)		(73,466)
Total stockholders’ equity		948,339		743,112
Total liabilities and stockholders’ equity	$	8,844,124	$	8,255,716

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)


	Three months ended March 31,
	2026		2025
Interest and dividend income
Loans, including fees	$	122,594	$	110,865
Securities		6,690		5,397
Overnight deposits		5,329		1,925
Other interest and dividends		319		583
Total interest income		134,932		118,770
Interest expense
Deposits		48,730		47,178
Borrowed funds		—		4,316
Trust preferred securities		293		324
Total interest expense		49,023		51,818

Net interest income		85,909		66,952
Provision for credit losses		(2,300)		4,506
Net interest income after provision for credit losses		88,209		62,446

Non-interest income
Service charges on deposit accounts		2,274		2,173
Other income		307		1,465
Total non-interest income		2,581		3,638

Non-interest expense
Compensation and benefits		24,148		21,739
Bank premises and equipment		2,729		2,463
Professional fees		3,229		4,986
Technology costs		4,196		2,220
Deposit related program fees		6,799		4,187
FDIC assessments		1,850		2,967
Other expenses		3,449		4,160
Total non-interest expense		46,400		42,722

Net income before income tax expense		44,390		23,362
Income tax expense		12,964		7,008
Net income	$	31,426	$	16,354

Earnings per common share
Basic earnings	$	2.94	$	1.46
Diluted earnings	$	2.92	$	1.45

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(in thousands)


	Three months ended
		March 31,
	2026			2025
Net income	$	31,426		$	16,354

Other comprehensive income (loss), net of tax
Securities available-for-sale:
Unrealized gain (loss) arising during the period, net		(2,873)			6,990

Cash flow hedges:
Unrealized gain (loss) arising during the period, net		3,147			(395)
Reclassification adjustment for gains included in net income, net		232			(631)
Total		3,379			(1,026)

Total other comprehensive income (loss), net		506			5,964

Comprehensive income (loss), net	$	31,932		$	22,318

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited)

(in thousands, except share data)


	Common			Additional		Retained		AOCI (Loss),		Treasury
	Stock			Paid-in Capital		Earnings		Net		Stock		Total
	Shares	Amount

Three Months Ended
Balance at January 1, 2026	10,088,617	$	113	$	405,565	$	450,639	$	(39,739)	$	(73,466)	$	743,112
Issuance of common stock	2,313,395		23		186,480		—		—		—		186,503
Equity-based compensation awards and related tax effect	113,084		—		(10,752)		(870)		—		7,060		(4,562)
Employee and non-employee stock-based compensation	—		—		3,231		—		—		—		3,231
Treasury stock purchased	(123,061)		—		—		—		—		(9,859)		(9,859)
Net income	—		—		—		31,426		—		—		31,426
Other comprehensive income (loss)	—		—		—		—		506		—		506
Cash dividends declared on common stock ($0.20 per share)	—		—		—		(2,018)		—		—		(2,018)
Balance at March 31, 2026	12,392,035	$	136	$	584,524	$	479,177	$	(39,233)	$	(76,265)	$	948,339

Balance at January 1, 2025	11,197,625	$	112	$	400,188	$	382,661	$	(53,134)	$	—	$	729,827
Equity-based compensation awards and related tax effect	97,535		1		(3,191)		—		—		—		(3,190)
Employee and non-employee stock-based compensation	—		—		1,826		—		—		—		1,826
Treasury stock purchased	(228,926)		—		—		—		—		(12,935)		(12,935)
Net income	—		—		—		16,354		—		—		16,354
Other comprehensive income (loss)	—		—		—		—		5,964		—		5,964
Balance at March 31, 2025	11,066,234	$	113	$	398,823	$	399,015	$	(47,170)	$	(12,935)	$	737,846

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)


	Three months ended March 31,
	2026			2025
Cash flows from operating activities
Net income	$	31,426		$	16,354
Adjustments to reconcile net income to net cash:
Net depreciation, amortization, and accretion		(3,054)			(1,451)
Provision for credit losses		(2,300)			4,506
Stock-based compensation		3,231			1,826
Other, net		(16)			(112)
Net change in:
Other assets		9,316			(10,330)
Other liabilities		16,426			(3,028)
Net cash provided by (used in) operating activities		55,029			7,765

Cash flows from investing activities
Loan originations and payments, net		(244,932)			(306,187)
Redemptions of FRB and FHLB Stock		8			17,524
Purchases of FRB and FHLB Stock		(101)			(13,950)
Purchase of securities available-for-sale		(108,997)			(44,274)
Proceeds from paydowns and maturities of securities available-for-sale		34,245			12,898
Proceeds from paydowns and maturities of securities held-to-maturity		8,616			29,450
Purchase of premises and equipment		(2,667)			(2,186)
Net cash provided by (used in) investing activities		(313,828)			(306,725)

Cash flows from financing activities
Proceeds from issuance of common stock, net		186,503			—
Proceeds from (repayments of) federal funds purchased, net		—			(85,000)
Proceeds from (repayments of) FHLB advances, net		—			(80,000)
Redemption of common stock for tax withholdings for restricted stock vesting		(4,562)			(3,191)
Proceeds from (repayments of) secured borrowings, net		5,000			9,962
Net increase (decrease) in deposits		362,541			466,319
Purchase of treasury stock		(9,859)			(12,935)
Cash dividend paid		(2,018)			—
Net cash provided by (used in) financing activities		537,605			295,155

Increase (decrease) in cash and cash equivalents		278,806			(3,805)
Cash and cash equivalents at the beginning of the period		393,587			200,268
Cash and cash equivalents at the end of the period	$	672,393		$	196,463

Supplemental information
Cash paid for:
Interest	$	48,422		$	50,552
Income Taxes	$	2,930		$	8,174

See accompanying notes to unaudited consolidated financial statements

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NOTE 1 — ORGANIZATION

Metropolitan Bank Holding Corp. (the “Company”), a New York corporation, is a bank holding company headquartered in New York, New York and registered under the BHC Act. Through its wholly owned bank subsidiary, Metropolitan Commercial Bank (the “Bank”), a New York state-chartered commercial bank, the Company provides a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and affluent individuals primarily in the New York metropolitan area. See the “GLOSSARY OF COMMON TERMS AND ACRONYMS” for the definition of certain terms and acronyms used throughout this Form 10-Q.

The Company’s primary lending products are CRE loans (including multi-family loans) and C&I loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flows from the operations of businesses.

The Company’s primary deposit products are checking, savings, and term deposit accounts, all of which are insured by the FDIC up to the maximum amounts allowed by law. In addition to traditional commercial banking products, the Company offers: corporate cash management and retail banking services; customized financial solutions for government entities, municipalities, public institutions and charter schools; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and EB-5 Program escrow accounts of foreign investor funds for USCIS approved job-creating projects.

As a bank holding company, the Company is subject to the supervision of the Board of Governors of the Federal Reserve System. The Company is required to file with the FRB reports and other information regarding its business operations and the business operations of its subsidiaries. As a state-chartered bank that is a member of the FRB, the Bank is subject to FDIC regulations as well as supervision, periodic examination and regulation by the NYDFS as its primary state regulator and by the FRB as its primary federal regulator.

NOTE 2 — BASIS OF PRESENTATION

The accounting and reporting policies of the Company conform with GAAP and predominant practices within the U.S. banking industry. The Unaudited Consolidated Financial Statements (“unaudited financial statements”) include the accounts of the Company and the Bank. All intercompany balances and transactions have been eliminated. The unaudited financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q, Article 8 of Regulation S-X and predominant practices within the U.S. banking industry. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented.

In preparing the interim unaudited financial statements in conformity with GAAP, management has made estimates and assumptions based on available information. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods, and actual results could differ from those estimated. Information available which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy, inflation and its related effects and changes in the financial condition of borrowers.

Some items in the prior year financial statements may have been reclassified to conform to the current presentation. Reclassification had no effect on prior year net income or stockholders’ equity.

The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year or for any other period.

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The unaudited financial statements presented in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC.

Allowance for Credit Losses

The ACL for loans is measured on the loan’s amortized cost basis, excluding interest receivable, and is initially recognized upon origination or purchase of the loans and subsequently remeasured on a recurring basis. The ACL is recognized as a contra-asset, and credit loss expense is recorded as a provision for credit losses in the consolidated statements of operations. Loan losses are charged-off against the ACL when management believes the loan is uncollectible. Subsequent recoveries, if any, are credited to the ACL. The Company does not recognize an ACL on accrued interest receivable, consistent with its policy to reverse interest income when interest is 90 days or more past due.

The Company also records an ACL on unfunded loan commitments, which is based on the same assumptions as funded loans and also considers the probability of funding. The ACL is recognized as a liability, and credit loss expense is recorded as a provision for unfunded loan commitments within the provision for credit losses in the consolidated statements of operations. Upon funding of the loan, any related ACL previously recorded on the unfunded amount is reversed and an ACL is subsequently recognized on the outstanding loan.

To calculate the ACL for loans and loan commitments collectively evaluated, the Company uses models developed by a third party. The lifetime loss rate models calculate the expected losses over the life of the loan based on exposure at default loan attributes and reasonable, supportable economic forecasts. The exposure at default considers the current unpaid balance, prepayment assumptions, and expected utilization assumptions.

Key assumptions used in the models include portfolio segmentation, prepayments, risk rating, a peer scalar, and the expected utilization of unfunded commitments among others. The portfolios are segmented by loan level attributes such as loan type, loan size, date of origination, and delinquency status to create homogenous loan pools. Pool level metrics are calculated, and loss rates are subsequently applied to the pools as the loans have similar characteristics. Prepayment assumptions, if applicable, are embedded within the models and are based on the same data used for model development and incorporate adjustments for reasonable and supportable forecasts. The models employ mean reversion techniques to predict credit losses for loans that are expected to mature beyond the forecast period.

To account for economic uncertainty, the Company uses multiple economic scenarios provided by the model vendor in determining the ACL. The forecasts include various projections based on variables such as, Gross Domestic Product, interest rates, property price indices, and employment measures, among others. The forecasts are probability-weighted based on available information at the time the calculation is conducted. Scenario weightings and model parameters are reviewed for each calculation and are subject to change.

The CRE and C&I lifetime loss rate models were developed using the historical loss experience of all banks in the model’s developmental dataset. Banks in the model’s developmental dataset may have different loss experiences due to geography and portfolio as well as operational and underwriting procedures that vary from those of the Company, and therefore, the Company calibrates expected losses using a peer scalar function provided by the models. The peer scalar was calculated by examining the loss rates of peer banks that have similar asset bases and that operate in similar markets as the Company and comparing these peer group loss rates to the model results.

The Company also considers qualitative adjustments to expected credit loss estimates for information not already captured in the quantitative loss estimation models. Qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Qualitative loss factors are based on the Company’s judgment of market, industry or business specific data, changes in loan composition, performance trends, regulatory changes, uncertainty of macroeconomic forecasts, and other asset specific risk characteristics.

When loans do not share risk characteristics with other financial assets they are evaluated individually. Management applies its normal loan review procedures in making these judgments. Individually evaluated loans consist of nonaccrual loans and loans that have been modified due to financial difficulty. In determining the ACL, the Company generally applies

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a discounted cash flow method for instruments that are individually assessed. For collateral dependent financial assets where the borrower is experiencing financial difficulty, the ACL is measured based on the difference between the fair value of the collateral (less selling costs if applicable) and the amortized cost basis of the asset as of the measurement date. Fair value is generally calculated based on the value of the underlying collateral less an appraisal discount.

The measurement of all expected credit losses for financial assets held at amortized cost is based on historical experience, current conditions, and reasonable and supportable forecasts. The Company continuously monitors current conditions and events and will evaluate potential changes that will enhance the estimation process. During the quarter ended March 31, 2026, the peer group selection process, macroeconomic forecast weightings, and the qualitative factor process were adjusted to reflect current conditions and events. The Company accounted for these revisions prospectively as a change in accounting estimate beginning March 31, 2026, and no prior period amounts were adjusted. The effect of this change in accounting estimate for the three months ended March 31, 2026, was a net decrease in the provision for credit losses of $6.4 million, which is $4.6 million, net of tax, or $0.43 per basic earnings per share and $0.42 per dilutive earnings per share.

NOTE 3 — SUMMARY OF RECENT ACCOUNTING PRONOUNCEMENTS

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement. Subsequently issued ASU No. 2025-01 amended the effective date of ASU No. 2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance may be applied on a prospective or retrospective basis. The Company is currently evaluating the impact of ASU No. 2024- 03 on its consolidated financial statements.

ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" clarifies the accounting for costs related to internal-use software. The new guidance clarifies the threshold entities apply to begin capitalizing costs and removes all references to project stages in ASC Subtopic 350-40. ASU No. 2025-06 is effective for the Company beginning in 2028. The new guidance may be applied using a prospective, retrospective or modified transition approach with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements

In November 2025, the FASB issued ASU 2025-08, “Financial instruments – Credit Losses (Topic 326): Purchased Loans,” which amends the guidance in ASC 326 on the accounting for certain purchased loans. Under the ASU, entities must account for acquired loans (excluding credit cards) that meet certain criteria at acquisition (“purchased seasoned loans”) by recognizing them at their purchase price plus an allowance for expected credit losses (the “gross-up approach”). ASU 2025-08 also introduces an accounting policy election related to the subsequent measurement of expected credit losses for entities that use a method other than a discounted cash flow analysis to estimate credit losses on purchased seasoned loans. If this accounting policy is elected, entities can use the amortized cost basis of the asset to subsequently measure their credit loss allowance. ASU 2025-08 is effective for interim and annual reporting periods beginning after December 15, 2026. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of ASU 2025-08 on its consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements,” which addresses five hedge accounting issues by providing additional guidance that is expected to enable entities to achieve and maintain hedge accounting for highly effective economic hedges and more closely aligning hedge accounting with risk management activities. This ASU is effective for annual reporting periods beginning after Dec. 15, 2026, with early adoption permitted. Guidance is to be applied on a prospective basis, however certain changes to existing cash flow hedges are permitted as of adoption. The Company is currently evaluating the impact of ASU 2025-09 on its consolidated financial statements.

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NOTE 4 — INVESTMENT SECURITIES

The following tables summarize the amortized cost and fair value of AFS and HTM debt securities and equity investments and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses recognized in earnings (in thousands):


					Gross			Gross
					Unrealized/			Unrealized/
		Amortized			Unrecognized			Unrecognized
At March 31, 2026		Cost			Gains			Losses			Fair Value
Available-for-Sale Securities:
U.S. Government agency securities		$	20,000		$	—		$	(1,828)		$	18,172
U.S. State and Municipal securities			11,144			—			(1,468)			9,676
Residential MBS			628,441			1,195			(53,344)			576,292
Commercial MBS			45,463			—			(2,187)			43,276
Asset-backed securities			2,353			—			(50)			2,303
Total securities available-for-sale		$	707,401		$	1,195		$	(58,877)		$	649,719

Held-to-Maturity Securities:
U.S. State and Municipal securities		$	15,001		$	—		$	(1,459)		$	13,542
Residential MBS			324,825			—			(43,399)			281,426
Commercial MBS			8,042			—			(478)			7,564
Total securities held-to-maturity		$	347,868		$	—		$	(45,336)		$	302,532

Equity Investments:
CRA Mutual Fund		$	5,903		$	—		$	(278)		$	5,625
Total equity investment securities		$	5,903		$	—		$	(278)		$	5,625


					Gross			Gross
					Unrealized/			Unrealized/
		Amortized			Unrecognized			Unrecognized
At December 31, 2025		Cost			Gains			Losses			Fair Value
Available-for-Sale Securities:
U.S. Government agency securities		$	30,000		$	—		$	(1,886)		$	28,114
U.S. State and Municipal securities			11,184			—			(1,456)			9,728
Residential MBS			543,349			2,409			(50,726)			495,032
Commercial MBS			45,560			79			(1,939)			43,700
Asset-backed securities			2,419			—			(61)			2,358
Total securities available-for-sale		$	632,512		$	2,488		$	(56,068)		$	578,932

Held-to-Maturity Securities:
U.S. State and Municipal securities			15,065			—			(1,402)			13,663
Residential MBS			333,515			—			(41,662)			291,853
Commercial MBS			8,047			—			(481)			7,566
Total securities held-to-maturity		$	356,627		$	—		$	(43,545)		$	313,082

Equity Investments:
CRA Mutual Fund		$	5,858		$	—		$	(249)		$	5,609
Total equity investment securities		$	5,858		$	—		$	(249)		$	5,609

There were no proceeds from sales or calls of AFS securities for the three months ended March 31, 2026 and 2025.

Table of Contents

The tables below summarize, by contractual maturity, the amortized cost and fair value of debt securities. The tables do not include the effect of principal repayments or scheduled principal amortization. Equity securities, primarily investments in mutual funds, have been excluded from the table. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):


		Held-to-Maturity						Available-for-Sale
At March 31, 2026		Amortized Cost			Fair Value			Amortized Cost			Fair Value
Due within 1 year		$	—		$	—		$	—		$	—
After 1 year through 5 years			—			—			15,000			14,302
After 5 years through 10 years			—			—			9,822			7,864
After 10 years			15,001			13,542			6,322			5,682
Mortgage-backed and Asset-backed Securities			332,867			288,990			676,257			621,871
Total Securities		$	347,868		$	302,532		$	707,401		$	649,719


		Held-to-Maturity						Available-for-Sale
At December 31, 2025		Amortized Cost			Fair Value			Amortized Cost			Fair Value
Due within 1 year		$	—			—			10,000			9,960
After 1 year through 5 years			—			—			15,000			14,261
After 5 years through 10 years			—			—			4,823			3,985
After 10 years			15,065			13,663			11,361			9,636
Mortgage-backed and Asset-backed Securities			341,562			299,419			591,328			541,090
Total Securities		$	356,627		$	313,082		$	632,512		$	578,932

At March 31, 2026, there were $882.1 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $125.1 million was encumbered. At December 31, 2025, there were $807.5 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $118.2 million was encumbered.

At March 31, 2026 and December 31, 2025, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity. At March 31, 2026 and December 31, 2025, all of the residential MBS and commercial MBS held by the Company were issued by U.S. Government-sponsored entities and agencies.

The following tables present debt securities with unrealized/unrecognized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):


		Less than 12 Months						12 Months or More						Total
					Unrealized/						Unrealized/						Unrealized/
		Estimated			Unrecognized			Estimated			Unrecognized			Estimated			Unrecognized
At March 31, 2026		Fair Value			Losses			Fair Value			Losses			Fair Value			Losses
Available-for-Sale Securities:
U.S. Government agency securities		$	—		$	—		$	18,172		$	(1,828)		$	18,172		$	(1,828)
U.S. State and Municipal securities			—			—			9,676			(1,468)			9,676			(1,468)
Residential MBS			177,994			(1,392)			233,677			(51,952)			411,671			(53,344)
Commercial MBS			20,274			(71)			23,002			(2,116)			43,276			(2,187)
Asset-backed securities			—			—			2,303			(50)			2,303			(50)
Total securities available-for-sale		$	198,268		$	(1,463)		$	286,830		$	(57,414)		$	485,098		$	(58,877)

Held-to-Maturity Securities:
U.S. State and Municipal securities		$	—		$	—		$	13,542		$	(1,459)		$	13,542		$	(1,459)
Residential MBS			—			—			281,426			(43,399)			281,426			(43,399)
Commercial MBS			—			—			7,564			(478)			7,564			(478)
Total securities held-to-maturity		$	—		$	—		$	302,532		$	(45,336)		$	302,532		$	(45,336)

Table of Contents


		Less than 12 Months						12 Months or More						Total
					Unrealized/						Unrealized/						Unrealized/
		Estimated			Unrecognized			Estimated			Unrecognized			Estimated			Unrecognized
At December 31, 2025		Fair Value			Losses			Fair Value			Losses			Fair Value			Losses
Available-for-Sale Securities:
U.S. Government agency securities		$	—		$	—		$	28,114		$	(1,886)		$	28,114		$	(1,886)
U.S. State and Municipal securities			—			—			9,728			(1,456)			9,728			(1,456)
Residential MBS			—			—			241,900			(50,726)			241,900			(50,726)
Commercial MBS			10,878			(13)			23,354			(1,926)			34,232			(1,939)
Asset-backed securities			—			—			2,358			(61)			2,358			(61)
Total securities available-for-sale		$	10,878		$	(13)		$	305,454		$	(56,055)		$	316,332		$	(56,068)

Held-to-Maturity Securities:
U.S. State and Municipal securities			—			—			13,663			(1,402)			13,663			(1,402)
Residential MBS			—			—			291,853			(41,662)			291,853			(41,662)
Commercial MBS			—			—			7,566			(481)			7,566			(481)
Total securities held-to-maturity		$	—		$	—		$	313,082		$	(43,545)		$	313,082		$	(43,545)

Except for U.S. State and Municipal securities, the Company has a zero loss expectation for its HTM securities portfolio, and therefore has no ACL related to these securities. Obligations of U.S. State and Municipal securities were rated investment grade and the associated ACL was immaterial at March 31, 2026 and December 31, 2025.

AFS securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. The unrealized losses on AFS securities are primarily due to the changes in market interest rates subsequent to purchase. In addition, the Company does not intend, nor would it be required, to sell these investments until there is a full recovery of the unrealized loss, which may be at maturity. As a result, no ACL was recognized during the three months ended March 31, 2026 and 2025.

NOTE 5 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans, net of deferred costs and fees, consist of the following (in thousands):


		At		At
		March 31,		December 31,
		2026		2025
Real estate
Commercial		$	5,433,868	$	5,201,489
Construction			239,456		261,804
Multi-family			393,702		397,010
One-to four-family			85,523		86,449
Total real estate loans			6,152,549		5,946,752
Commercial and industrial			902,822		871,652
Consumer			9,757		10,349
Total loans			7,065,128		6,828,753
Deferred fees, net of origination costs			(18,581)		(18,520)
Loans, net of deferred fees and costs			7,046,547		6,810,233
Allowance for credit losses			(82,071)		(97,081)
Net loans		$	6,964,476	$	6,713,152

At March 31, 2026, $3.9 billion of loans were pledged to support wholesale funding, of which $529.5 million were encumbered. At December 31, 2025, $3.7 billion of loans were pledged to support wholesale funding, of which $446.5 million were encumbered.

Table of Contents

The following tables present the activity in the ACL for funded loans by segment. The portfolio segments represent the categories that the Company uses to determine its ACL (in thousands):


											Multi-			One-to four-
Three months ended March 31, 2026		CRE			C&I			Construction			family			family			Consumer			Total
Allowance for credit losses:
Beginning balance		$	60,818		$	10,180		$	2,511		$	22,619		$	540		$	413		$	97,081
Provision/(credit) for credit losses			(7,383)			6,735			(1,101)			(823)			86			(83)			(2,569)
Loans charged-off			(7,973)			(4,329)			—			—			—			(153)			(12,455)
Recoveries			—			—			—			—			—			14			14
Total ending allowance balance		$	45,462		$	12,586		$	1,410		$	21,796		$	626		$	191		$	82,071


											Multi-			One-to four-
Three months ended March 31, 2025		CRE			C&I			Construction			family			family			Consumer			Total
Allowance for credit losses:
Beginning balance		$	42,070		$	10,991		$	1,962		$	7,290		$	577		$	383		$	63,273
Provision/(credit) for credit losses			2,577			1,262			556			(31)			25			79			4,468
Loans charged-off			—			—			—			—			—			(118)			(118)
Recoveries			—			180			—			—			—			—			180
Total ending allowance balance		$	44,647		$	12,433		$	2,518		$	7,259		$	602		$	344		$	67,803

Net charge-offs for the three months ended March 31, 2026 were $12.4 million. Net recoveries for the three months ended March 31, 2025, were $62,000.

The following tables present the activity in the ACL for unfunded loan commitments (in thousands):


		Three months ended March 31,
	* *	2026		2025
Balance at the beginning of period		$	2,140	$	2,008
Provision/(credit) for credit losses			269		38
Total ending allowance balance		$	2,409	$	2,046

Table of Contents

The following tables present the recorded investment in non-accrual loans and loans past due 90 days and greater and still accruing, by class of loans (in thousands):


						Loans Past Due
				Non-accrual		90 Days and
		Total		Without an		Greater and
At March 31, 2026		Non-accrual		ACL		Still Accruing
Commercial real estate		$	26,081	$	2,082	$	2,461
Commercial & industrial			—		—		—
Multi-family			42,554		7,815		—
One-to-four family			2,416		2,416		—
Consumer			—		—		—
Total		$	71,051	$	12,313	$	2,461


					Loans Past Due
			Non-accrual		90 Days and
	Total		Without an		Greater and
At December 31, 2025	Non-accrual		ACL		Still Accruing
Commercial real estate	$	32,809	$	3,365	$	—
Commercial & industrial		8,989		6,989		—
Multi-family		42,599		7,861		—
One-to-four family		2,450		2,450		—
Consumer		—		—		37
Total	$	86,847	$	20,665	$	37

Interest income on non-accrual loans recognized on a cash basis for the three months ended March 31, 2026 and 2025 was immaterial.

The following tables present the aging of the recorded investment in past due loans by class of loans (in thousands):


					Non-accrual or		Total Past
	30-59		60-89		90 Days and		Due or		Current
At March 31, 2026	Days		Days		Greater		Non-accrual		Loans		Total
Commercial real estate	$	6,041	$	2,761	$	28,542	$	37,344	$	5,396,524	$	5,433,868
Commercial & industrial		12		5,042		—		5,054		897,768		902,822
Construction		—		—		—		—		239,456		239,456
Multi-family		1,399		—		42,554		43,953		349,749		393,702
One-to four-family		—		—		2,416		2,416		83,107		85,523
Consumer		—		—		—		—		9,757		9,757
Total	$	7,452	$	7,803	$	73,512	$	88,767	$	6,976,361	$	7,065,128


					Non-accrual or		Total Past
	30-59		60-89		90 Days and		Due or		Current
At December 31, 2025	Days		Days		Greater		Non-accrual		Loans		Total
Commercial real estate	$	—	$	—	$	32,809	$	32,809	$	5,168,680	$	5,201,489
Commercial & industrial		—		200		8,989		9,189		862,463		871,652
Construction		—		—		—		—		261,804		261,804
Multi-family		1,755		—		42,599		44,354		352,656		397,010
One-to four-family		1,246		—		2,450		3,696		82,753		86,449
Consumer		81		—		37		118		10,231		10,349
Total	$	3,082	$	200	$	86,884	$	90,166	$	6,738,587	$	6,828,753

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Credit Quality Indicators

The Company aggregates loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Except for one-to four-family loans and consumer loans, the Company analyzes loans individually by classifying the loans as to credit risk ratings at least annually. For one-to four-family loans and consumer loans, the Company evaluates credit quality based on the aging status of the loan. An analysis is performed on a quarterly basis for loans classified as special mention, substandard or doubtful. The Company uses the following definitions for risk ratings. Loans not meeting these definitions are considered to be pass-rated loans.

Special Mention - Loans classified as special mention have a potential weakness that deserves management’s attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

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

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

Table of Contents

The following table presents loan balances by credit quality indicator and year of origination at March 31, 2026 and charge-offs for the three months ended March 31, 2026 (in thousands):


																	2021
		2026			2025			2024			2023			2022			& Prior			Revolving			Total
CRE
Pass		$	622,210		$	2,236,658		$	968,306		$	632,327		$	493,861		$	330,629		$	50,426		$	5,334,417
Special Mention			25,467			22,941			21,500			—			—			—			—			69,908
Substandard			—			3,461			—			—			24,000			2,082			—			29,543
Total		$	647,677		$	2,263,060		$	989,806		$	632,327		$	517,861		$	332,711		$	50,426		$	5,433,868

Construction
Pass		$	23,197		$	90,986		$	65,863		$	28,794		$	—		$	—		$	30,616		$	239,456
Total		$	23,197		$	90,986		$	65,863		$	28,794		$	—		$	—		$	30,616		$	239,456

Multi-family
Pass		$	73,738		$	101,277		$	26,083		$	30,194		$	34,559		$	65,314		$	2,086		$	333,251
Special Mention			—			14,753			—			—			1,745			1,399			—			17,897
Substandard			—			40,025			2,529			—			—			—			—			42,554
Total		$	73,738		$	156,055		$	28,612		$	30,194		$	36,304		$	66,713		$	2,086		$	393,702

One-to four-family
Current		$	—		$	—		$	—		$	45,000		$	3,127		$	34,980		$	—		$	83,107
Past Due			—			—			—			—			—			2,416			—			2,416
Total		$	—		$	—		$	—		$	45,000		$	3,127		$	37,396		$	—		$	85,523

C&I
Pass		$	64,200		$	50,619		$	69,821		$	13,183		$	64,858		$	8,185		$	583,145		$	854,011
Special Mention			—			—			200			—			—			—			—			200
Substandard			1,466			12,338			—			3,840			20,968			—			9,999			48,611
Total		$	65,666		$	62,957		$	70,021		$	17,023		$	85,826		$	8,185		$	593,144		$	902,822

Consumer
Current		$	—		$	—		$	—		$	—		$	—		$	9,757		$	—		$	9,757
Total		$	—		$	—		$	—		$	—		$	—		$	9,757		$	—		$	9,757

Total
Pass/Current		$	783,345		$	2,479,540		$	1,130,073		$	749,498		$	596,405		$	448,865		$	666,273		$	6,853,999
Special Mention			25,467			37,694			21,700			—			1,745			1,399			—			88,005
Substandard/Past due			1,466			55,824			2,529			3,840			44,968			4,498			9,999			123,124
Total		$	810,278		$	2,573,058		$	1,154,302		$	753,338		$	643,118		$	454,762		$	676,272		$	7,065,128

Charge-offs
CRE		$	—		$	—		$	—		$	—		$	—		$	7,973		$	—		$	7,973
C&I			—			—			—			—			—			4,329			—			4,329
Consumer			—			—			—			—			—			153			—			153
Total		$	—		$	—		$	—		$	—		$	—		$	12,455		$	—		$	12,455

Table of Contents

The following table presents loan balances by credit quality indicator and year of origination at December 31, 2025 and charge-offs for the year ended December 31, 2025 (in thousands):


																	2020
		2025			2024			2023			2022			2021			& Prior			Revolving			Total
CRE
Pass		$	2,514,770		$	1,030,181		$	675,773		$	524,079		$	192,304		$	135,336		$	50,491		$	5,122,934
Special Mention			19,525			21,500			—			—			1,246			—			—			42,271
Substandard			3,475			—			—			24,000			8,809			—			—			36,284
Total		$	2,537,770		$	1,051,681		$	675,773		$	548,079		$	202,359		$	135,336		$	50,491		$	5,201,489

Construction
Pass		$	129,806		$	49,898		$	51,484		$	—		$	—		$	—		$	30,616		$	261,804
Total		$	129,806		$	49,898		$	51,484		$	—		$	—		$	—		$	30,616		$	261,804

Multi-family
Pass		$	169,606		$	32,869		$	30,296		$	36,451		$	60,650		$	8,930		$	2,671		$	341,473
Special Mention			12,938			—			—			—			—			—			—			12,938
Substandard			40,070			2,529			—			—			—			—			—			42,599
Total		$	222,614		$	35,398		$	30,296		$	36,451		$	60,650		$	8,930		$	2,671		$	397,010

One-to four-family
Current		$	—		$	—		$	45,000		$	3,192		$	211		$	35,596		$	—		$	83,999
Substandard			—			—			—			—			—			2,450			—			2,450
Total		$	—		$	—		$	45,000		$	3,192		$	211		$	38,046		$	—		$	86,449

C&I
Pass		$	130,514		$	138,733		$	46,470		$	80,377		$	16,377		$	2,372		$	399,005		$	813,848
Substandard			14,008			—			7,643			20,968			—			—			15,185			57,804
Total		$	144,522		$	138,733		$	54,113		$	101,345		$	16,377		$	2,372		$	414,190		$	871,652

Consumer
Current		$	—		$	—		$	—		$	—		$	—		$	10,231		$	—		$	10,231
Past due			—			—			—			—			—			118			—			118
Total		$	—		$	—		$	—		$	—		$	—		$	10,349		$	—		$	10,349

Total
Pass/Current		$	2,944,696		$	1,251,680		$	849,023		$	644,099		$	269,543		$	192,465		$	482,783		$	6,634,289
Special Mention			32,463			21,500			—			—			1,246			—			—			55,209
Substandard/Past due			57,553			2,529			7,643			44,968			8,809			2,568			15,185			139,255
Total		$	3,034,712		$	1,275,709		$	856,666		$	689,067		$	279,598		$	195,033		$	497,968		$	6,828,753

Charge-offs
Multi-family		$	—		$	—		$	—		$	—		$	3,827		$	—		$	—		$	3,827
Consumer		$	—		$	—		$	—		$	—		$	—		$	262		$	—		$	262
Total		$	—		$	—		$	—		$	—		$	3,827		$	262		$	—		$	4,089

Table of Contents

A loan is considered collateral dependent when the borrower is experiencing financial difficulties and repayment is expected to be substantially provided by the operation or sale of the collateral. The following table presents collateral dependent loans by portfolio segment as of March 31, 2026 and December 31, 2025. These loans are classified as substandard as of March 31, 2026 and December 31, 2025:



		March 31,		December 31,
		2026		2025
Collateral dependent loans:
Commercial real estate		$	29,543	$	36,284
Multi-family			42,554		42,599
One-to four-family			2,416		2,450
Total		$	74,513	$	81,333

The following tables show the amortized cost basis of modified loans to borrowers experiencing financial difficulty during the periods indicated (in thousands):




					Modifications
					as a % of
	Extension		Total		Loan Class
Three months ended March 31, 2026
None	$	—	$	—	—




					Modifications
					as a % of
	Extension		Total		Loan Class
Three months ended March 31, 2025
Multi-family		51,239		51,239	13.2%
Total	$	51,239	$	51,239	13.2%

The following tables describe the types of modifications made to borrowers experiencing financial difficulty:


	Types of Modifications
		Weighted
		Average
		Interest
	Term	Rate
	Extension	Reduction
Three months ended March 31, 2026
None	—	—

Three months ended March 31, 2025
Multi-family	6-12 months	—

There were no loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2026 that were modified in the prior 12 months before default. At March 31, 2026 there were no additional commitments to lend to borrowers experiencing financial difficulty whose loans have been modified. There were $7.0 million of C&I loans to borrowers experiencing financial difficulty that had a payment default during the three months

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ended March 31, 2025 that were modified in the prior 12 months before default. At March 31, 2025, there were no additional commitments to lend to borrowers experiencing financial difficulty whose loans have been modified.

NOTE 6 — BORROWINGS

Borrowings consisted of the following (in thousands):


							Interest Expense
		At			At		Three months ended
		March 31,			December 31,		March 31,
		2026			2025		2026			2025
Federal funds purchased and securities sold under agreements to repurchase		$	—		$	—	$	—		$	1,410
Federal Home Loan Bank of New York advances		$	—		$	—	$	—		$	2,755

Secured and other borrowings:
Secured borrowings		$	15,975		$	10,975		N.M.			N.M.

N.M. – not meaningful

Federal funds purchased are generally overnight transactions and FHLBNY advances are short-term transactions. At March 31, 2026, the Company had no outstanding Federal funds purchased or FHLBNY advances.

Secured borrowings are loan participation agreements with counterparties where the transfer of the participation interest did not qualify for sale treatment under GAAP.

At March 31, 2026, the Company had cash on deposit with the Federal Reserve Bank of New York and available secured wholesale funding borrowing capacity of $3.7 billion.

NOTE 7 — STOCKHOLDERS’ EQUITY

The Board of Directors has authorized an aggregate of $100 million of repurchases of the Company’s common stock since March 2025. During the three months ended March 31, 2026, the Company repurchased 123,061 shares of the Company’s common stock at an average cost of $79.33 per share. At March 31, 2026, treasury stock at cost was $76.3 million. At March 31, 2026, $17.5 million remained available under the currently authorized share repurchase plan authorized by the Board of Directors.

The Company may repurchase shares of common stock from time to time on the open market or by other means in accordance with applicable securities laws and other restrictions, including, in part, under a Rule 10b5-1 plan. The number of shares to be repurchased and the timing of additional repurchases, if any, will depend on several factors, including market conditions, prevailing share price, corporate and regulatory requirements, and other considerations. The share repurchase plan has no expiration date, may be discontinued or suspended at any time and does not obligate the Company to acquire any amount of its common stock. The Company records the purchase of treasury stock at cost. Treasury stock is reissued at average cost.

During the first quarter of 2026, the Company completed a public offering of approximately 2.3 million shares of the Company’s common stock (including the underwriters’ overallotment option) at a public offering price of $85.00 per share, resulting in proceeds, net of underwriting discounts and commissions of approximately $186.5 million.

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NOTE 8 — EARNINGS PER SHARE

The Company uses the two-class method in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The factors used in the earnings per share calculation are as follows (in thousands, except per share data).


		Three months ended March 31,
		2026			2025
Basic
Net income available to common stockholders		$	31,426		$	16,354

Weighted average common shares outstanding including participating securities			10,702,882			11,215,118
Less: Weighted average participating securities			(28,184)			—
Weighted average common shares outstanding			10,674,698			11,215,118

Basic earnings per common share		$	2.94		$	1.46

Diluted
Net income allocated to common stockholders		$	31,426		$	16,354

Weighted average common shares outstanding for basic earnings per common share			10,674,698			11,215,118
Add: Dilutive effects of assumed vesting of performance based restricted stock units			27,989			19,697
Add: Dilutive effects of assumed vesting of restricted stock units			52,724			46,560
Average shares and diluted potential common shares			10,755,411			11,281,375

Diluted earnings per common share		$	2.92		$	1.45

For the three months ended March 31, 2026, and 2025, respectively, all granted PRSUs and restricted stock units were considered in computing diluted earnings per common share.

NOTE 9 — STOCK COMPENSATION PLAN

Equity Incentive Plan

At March 31, 2026, the Company maintained a stock compensation plan, the Amended and Restated 2022 Equity Incentive Plan, as amended (the “2022 EIP”).

The 2022 EIP was approved on May 31, 2022 by the stockholders of the Company and an amendment and restatement of the 2022 EIP was approved by the stockholders of the Company on May 29, 2024 to increase the number of shares of common stock that may be issued under the plan by 358,000. The stockholders of the Company subsequently approved an amendment to the 2022 EIP on May 28, 2025 to increase the number of shares of common stock that may be issued under the plan by an additional 750,000. Under the 2022 EIP, the remaining maximum number of shares of stock that may be delivered to participants in the form of restricted stock, restricted stock units and stock options, including ISOs and non-qualified stock options is 675,103 at March 31, 2026, subject to adjustment as set forth in the 2022 EIP.

Restricted Stock Awards and Restricted Stock Units

The Company grants restricted stock awards and restricted stock units under the 2022 EIP to certain key personnel. Each restricted stock grant vests based on the vesting schedule outlined in the respective grant agreement. Unvested restricted stock units are subject to forfeiture if the holder is not employed by the Company on the applicable vesting date.

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In the first quarter of 2026 and 2025, 104,755 and 133,359 restricted stock units were granted to certain key personnel, respectively. One-third of these shares vest each year for three years beginning in March, 2027 and March, 2026, respectively. In the first quarter of 2026, 30,000 restricted stock units were granted to certain key personnel that fully vest one year from the grant date. Total compensation cost that has been charged against income for restricted stock grants was $2.0 million and $1.6 million for the three months ended March 31, 2026, and 2025 respectively. As of March 31, 2026, there was $17.5 million of total unrecognized compensation expense related to the restricted stock grants. The cost is expected to be recognized over a weighted-average period of 2.21 years.

In January 2026, 27,500 restricted stock units were granted to members of the Company’s Board of Directors, which fully vest one year from the grant date. In January 2025, 27,500 restricted stock units were granted to members of the Company’s Board of Directors which vested in January 2026. Total expense for the restricted stock unit awards granted to members of the Board of Directors was $485,000 and $452,000 for the three months ended March 31, 2026, and 2025 respectively. As of March 31, 2026, total unrecognized expense for these awards was $2.1 million.

The following table summarizes the changes in the Company’s restricted stock grants:


		Three months ended
		March 31, 2026
				Weighted
				Average
		Number		Grant Date
		of		Fair Value
		Shares		per Share
Outstanding, beginning of period		261,475		$	55.27
Granted		162,255			90.59
Forfeited		(2,964)			61.53
Vested		(139,555)			54.23
Outstanding at end of period		281,211		$	74.38

Performance-Based Stock Units

During the second quarter of 2022, the Company established a long-term incentive award program under the 2022 EIP. Under the program, 39,018 PRSUs were granted in the first quarter of 2026. 11,148 of these PRSUs vest in equal installments over a three-year period beginning in March 2027 if certain performance criteria are met. 27,870 of these PRSUs cliff vest after three years from January 2026 if certain performance criteria are met. In the first quarter of 2025, 52,807 PRSUs were awarded, which vest in equal installments over a three-year period beginning in March 2026 if certain performance criteria are met. In the second quarter of 2024, 73,260 PRSUs were awarded, of which 31,746 met the performance criteria and will vest in equal installments over a three-year period beginning in June 2025. If the performance criteria are not met, no compensation cost is recognized and any recognized compensation cost is reversed. The weighted average service inception date fair value of the outstanding awarded shares was $7.8 million. Total compensation cost that has been charged/(reversed) against income for these PRSUs was $669,000 and ($246,000) for the three months ended March 31, 2026 and 2025 respectively. As of March 31, 2026, there was $4.8 million of total unrecognized compensation expense related to PRSUs. The cost is expected to be recognized over a weighted-average period of 2.63 years.

NOTE 10 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

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

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

Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis

Assets measured on a recurring basis are limited to the Company’s AFS securities portfolio, equity investments, and derivative contracts. The AFS portfolio is carried at estimated fair value with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income or loss in shareholders’ equity. Equity investments are carried at estimated fair value with changes in fair value reported on the statements of operations. Outstanding derivative contracts designated as cash flow hedges are carried at estimated fair value with changes in fair value reported as accumulated other comprehensive income or loss in shareholders’ equity. Outstanding derivatives not designated as hedges are carried at estimated fair value with changes in fair value reported as non-interest income. The fair values for substantially all of these assets are obtained monthly from an independent nationally recognized pricing service. On a quarterly basis, the Company assesses the reasonableness of the fair values obtained for the AFS portfolio by reference to a second independent nationally recognized pricing service. Based on the nature of these securities, the Company’s independent pricing service provides prices which are categorized as Level 2 since quoted prices in active markets for identical assets are generally not available for the majority of securities in the Company’s portfolio. Various modeling techniques are used to determine pricing for the Company’s mortgage-backed securities, including option pricing and discounted cash flow models. The inputs to these models include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. On an annual basis, the Company obtains the models, inputs and assumptions utilized by its pricing service and reviews them for reasonableness. Other than derivative contracts, the Company did not have any liabilities that were measured at fair value at March 31, 2026 and December 31, 2025.

From time to time, the Company may be required to record at fair value other assets or liabilities on a non-recurring basis, such as certain loans where the carrying value is based on the fair value of the underlying collateral estimated using Level 3 inputs consisting of individual third-party appraisals that may be adjusted based on certain criteria.

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Assets and liabilities measured at fair value on a recurring and non-recurring basis are summarized below (in thousands):


		Fair Value Measurement using:
					Quoted Prices
					in Active			Significant
					Markets			Other			Significant
		Carrying			For Identical			Observable			Unobservable
		Amount			Assets (Level 1)			Inputs (Level 2)			Inputs (Level 3)
At March 31, 2026
Recurring Fair Value Measurements:
Assets
U.S. Government agency securities		$	18,172		$	—		$	18,172		$	—
U.S. State and Municipal securities			9,676			—			9,676			—
Residential mortgage securities			576,292			—			576,292			—
Commercial mortgage securities			43,276			—			43,276			—
Asset-backed securities			2,303			—			2,303			—
CRA Mutual Fund			5,625			5,625			—			—
Derivative assets			1,408			—			1,408			—
Liabilities
Derivative liabilities			587			—			587			—
Non-Recurring Fair Value Measurements:
Assets
Collateral dependent loans			36,435			—			—			36,435

		Fair Value Measurement using:
					Quoted Prices
					in Active			Significant
					Markets			Other			Significant
		Carrying			For Identical			Observable			Unobservable
		Amount			Assets (Level 1)			Inputs (Level 2)			Inputs (Level 3)
At December 31, 2025
Recurring Fair Value Measurements:
Assets
U.S. Government agency securities		$	28,114		$	—		$	28,114		$	—
U.S. State and Municipal securities			9,728			—			9,728			—
Residential mortgage securities			495,032			—			495,032			—
Commercial mortgage securities			43,700			—			43,700			—
Asset-backed securities			2,358			—			2,358			—
CRA Mutual Fund			5,609			5,609			—			—
Derivative assets			888			—			888			—
Liabilities
Derivative liabilities			4,562			—			4,562			—
Non-Recurring Fair Value Measurements:
Assets
Collateral dependent loans			42,408			—			—			42,408

There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2026 and 2025.

Collateral dependent multifamily loans with a total amortized cost of $34.7 million at March 31, 2026 were reduced by an allowance for credit losses of $19.9 million for a reported total net carrying amount of $14.8 million. At March 31, 2026, collateral dependent CRE loans with a total amortized cost of $24.0 million were reduced by an allowance for credit losses of $2.4 million for a reported total net carrying amount of $21.6 million. The collateral values for these loans were estimated using individual third party appraisals that utilized the sales comparison valuation technique. The Company used

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Level 3 inputs to estimate the fair value including discounts to the appraisals for costs to sell and other adjustments ranging from -100% to 15%, and with a weighted-average of -40%. There were no material assets and liabilities held at March 31, 2025 for which non-recurring fair value adjustments were recorded during the three months ended March 31, 2025.

Assets and Liabilities Not Measured at Fair Value

The Company has engaged independent pricing service providers to provide the fair values of its financial assets and liabilities not measured at fair value. These providers follow FASB’s exit pricing guidelines, as required by ASC 820 Fair Value Measurement, when calculating the fair market value. Cash and cash equivalents include cash and due from banks and overnight deposits. The estimated fair values of cash and cash equivalents are assumed to equal their carrying values, as these financial instruments are either due on demand or have short-term maturities. For securities and the disability fund, if quoted market prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. The estimated fair value of loans are measured at amortized cost using an exit price notion. Ownership in equity securities of the FRB and FHLB is generally restricted and there is no established liquid market for their resale. The fair values of deposit liabilities with no stated maturity (i.e., money market and savings deposits, and non-interest-bearing demand deposits) are equal to the carrying amounts payable on demand. Time deposits are valued using a replacement cost of funds approach. Trust preferred securities are valued using a replacement cost of funds approach. For all other assets and liabilities it is assumed that the carrying value equals their current fair value.

Carrying amounts and estimated fair values of financial instruments not carried at fair value were as follows (in thousands):


					Fair Value Measurement Using:
					Quoted Prices
					in Active			Significant
					Markets			Other			Significant
		Carrying			For Identical			Observable			Unobservable			Total Fair
At March 31, 2026		Amount			Assets (Level 1)			Inputs (Level 2)			Inputs (Level 3)			Value
Financial Assets:
Cash and due from banks		$	12,034		$	12,034		$	—		$	—		$	12,034
Overnight deposits			660,359			660,359			—			—			660,359
Securities held-to-maturity			347,868			—			302,532			—			302,532
Loans, net			6,964,476			—			—			7,030,738			7,030,738
Other investments
FRB Stock			11,410			N/A			N/A			N/A			N/A
FHLB Stock			7,317			N/A			N/A			N/A			N/A
Disability Fund			1,500			—			1,500			—			1,500
Time deposits at banks			498			498			—			—			498
Accrued interest receivable			37,182			—			2,560			34,622			37,182

Financial Liabilities:
Non-interest-bearing demand deposits		$	1,539,553		$	1,539,553		$	—		$	—		$	1,539,553
Money market and savings deposits			6,046,331			6,046,331			—			—			6,046,331
Time deposits			153,835			—			153,771			—			153,771
Trust preferred securities			20,620			—			—			20,005			20,005
Accrued interest payable			2,236			844			1,090			302			2,236
Secured and other borrowings			15,975			—			15,975			—			15,975

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					Fair Value Measurement Using:
					Quoted Prices
					in Active			Significant
					Markets			Other			Significant
		Carrying			For Identical			Observable			Unobservable			Total Fair
At December 31, 2025		Amount			Assets (Level 1)			Inputs (Level 2)			Inputs (Level 3)			Value
Financial Assets:
Cash and due from banks		$	12,086		$	12,086		$	—		$	—		$	12,086
Overnight deposits			381,501			381,501			—			—			381,501
Securities held-to-maturity			356,627			—			313,082			—			313,082
Loans, net			6,713,152			—			—			6,790,711			6,790,711
Other investments
FRB Stock			11,410			N/A			N/A			N/A			N/A
FHLB Stock			7,224			N/A			N/A			N/A			N/A
Disability Fund			1,500			—			1,500			—			1,500
Time deposits at banks			498			498			—			—			498
Accrued interest receivable			35,818			—			2,430			33,388			35,818

Financial Liabilities:
Non-interest-bearing demand deposits		$	1,479,420		$	1,479,420		$	—		$	—		$	1,479,420
Money market and savings deposits			5,707,634			5,707,634			—			—			5,707,634
Time deposits			190,124			—			190,195			—			190,195
Trust preferred securities			20,620			—			—			20,028			20,028
Accrued interest payable			1,635			12			1,302			321			1,635
Secured and other borrowings			10,975			—			10,975			—			10,975

NOTE 11 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the tax effects allocated to each component of Other Comprehensive Income (Loss) (in thousands):


	Three months ended
	March 31, 2026						March 31, 2025
	Before		Tax		After		Before		Tax		After
	Tax		Effect		Tax		Tax		Effect		Tax
Unrealized gain (loss) arising on AFS securities
Unrealized gain (loss) arising during the period	$	(4,102)	$	1,229	$	(2,873)	$	9,982	$	(2,992)	$	6,990

Unrealized gain (loss) arising on cash flow hedges
Unrealized gain (loss) arising during the period	$	4,494	$	(1,347)	$	3,147	$	(564)	$	169	$	(395)
Reclassification adjustment for gain included in net income		332		(100)		232		(911)		280		(631)
Net Change		4,826		(1,447)		3,379		(1,475)		449		(1,026)
Total other comprehensive income (loss)	$	724	$	(218)	$	506	$	8,507	$	(2,543)	$	5,964

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The following table presents the after-tax changes in the balances of each component of Accumulated Other Comprehensive Income (Loss) at the dates indicated (in thousands):


					Total
					Accumulated
					Other
	AFS		Cash Flow		Comprehensive
	Securities		Hedge		Income (Loss)

Balance at January 1, 2026	$	(36,934)	$	(2,805)	$	(39,739)
Unrealized gain (loss) arising during the period, net of tax		(2,873)		3,147		274
Reclassification adjustment for gain included in net income, net of tax		—		232		232
Other comprehensive income (loss) arising during the period, net of tax		(2,873)		3,379		506
Balance at March 31, 2026	$	(39,807)	$	574	$	(39,233)

Balance at January 1, 2025	$	(53,331)	$	197	$	(53,134)
Unrealized gain (loss) arising during the period, net of tax		6,990		(395)		6,595
Reclassification adjustment for gain included in net income, net of tax				(631)		(631)
Other comprehensive income (loss) arising during the period, net of tax		6,990		(1,026)		5,964
Balance at March 31, 2025	$	(46,341)	$	(829)	$	(47,170)

The following table shows the amounts reclassified out of AOCI for the realized gain on cash flow hedges (in thousands):


					Affected line item in
	Three months ended				the Consolidated Statements
	March 31,				of Operations
	2026		2025
Realized gain on sale of AFS securities	$	—	$	—	Other income
Income tax (expense) benefit		—		—	Income tax expense
Total reclassifications, net of income tax	$	—	$	—

Realized gain (loss) on derivative cash flow hedges	$	332	$	(911)	Deposit related program fees and Interest expense
Income tax (expense) benefit		(100)		280	Income tax expense
Total reclassifications, net of income tax	$	232	$	(631)

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NOTE 12 — COMMITMENTS AND CONTINGENCIES

Financial instruments with off-balance-sheet risk

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. The Company’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

The following off-balance-sheet financial instruments, whose contract amounts represent credit risk, are outstanding (in thousands):


	At March 31, 2026				At December 31, 2025
	Fixed		Variable		Fixed		Variable
	Rate		Rate		Rate		Rate
Unused loan commitments	$	106,960	$	569,675	$	113,438	$	486,517
Standby and commercial letters of credit		32,819		—		26,388		—
	$	139,779	$	569,675	$	139,826	$	486,517

A commitment to extend credit is a legally binding agreement to lend to a client as long as there is no violation of any condition established in the contract. These commitments do not necessarily represent future cash requirements and generally expire within two years. At March 31, 2026, the Company’s fixed rate loan commitments had interest rates ranging from 5.0% to 9.3% and the Company’s variable rate loan commitments had interest rates ranging from 4.8% to 9.6%. At December 31, 2025, the Company’s fixed rate loan commitments had interest rates ranging from 3.3% to 9.5% and the Company’s variable rate loan commitments had interest rates ranging from 4.8% to 10.3%. The amount of collateral obtained, if any, by the Company upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but may include mortgages on commercial and residential real estate, security interests in business assets, equipment, deposit accounts with the Company or other financial institutions and securities.

The Company’s stand-by letters of credit amounted to $32.8 million and $26.4 million as of March 31, 2026 and December 31, 2025, respectively. The Company’s stand-by letters of credit are collateralized by interest-bearing accounts of $27.7 million and $21.8 million as of March 31, 2026 and December 31, 2025, respectively.

Legal and Regulatory Proceedings

In the ordinary course of business, the Company is subject to various pending and threatened legal actions. With respect to the litigation brought by Michael Wyse, as Plan Administrator for the Voyager Wind-Down Debtor, the Company’s motion to dismiss, filed in February 2025, was granted as to all counts on August 4, 2025. The Plaintiff has since filed its appeal with the U.S. Court of Appeals for the Second Circuit and oral arguments on that appeal were heard in March 2026. In addition to this matter, the Company is subject to various other pending and threatened legal actions relating to the conduct of its business activities, as well as inquiries and investigations from regulators. While the future outcome of litigation or regulatory matters cannot be determined at this time, in the opinion of management, as of March 31, 2026, the aggregate liability, if any, arising out of any such other pending or threatened matters are not expected, individually or in the aggregate to be material to the Company’s financial condition, results of operations, and liquidity.

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NOTE 13 — REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Company’s revenue from contracts with customers that are in the scope of ASC 606, Revenue from Contracts with Customers, are recognized in non-interest income. The following table presents the Company’s revenue from contracts with customers (in thousands):



		Three months ended March 31,
		2026			2025
Service charges on deposit accounts		$	2,274		$	2,173
Other service charges and fees			335			1,392
Total		$	2,609		$	3,565

A description of the Company’s revenue streams accounted for under the accounting guidance is as follows:

Service charges on deposit accounts

The Company offers business and personal retail products and services, which include, but are not limited to, online banking, mobile banking, Automated Clearing House (“ACH”) transactions, and remote deposit capture. A standard deposit contract exists between the Company and all deposit customers. The Company earns fees from its deposit customers for transaction-based services (such as ATM use fees, stop payment charges, statement rendering, and ACH fees), account maintenance, and overdraft services. Transaction-based fees are recognized at the time the transaction is executed as that is the point in time the Company fulfills the client’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the client’s account balance.

Other service charges

The primary component of other service charges relates to letter of credit fees and FX conversion fees. The Company outsources FX conversion for foreign currency transactions to correspondent banks. The Company earns a portion of an FX conversion fee that the client charges to process an FX conversion transaction. Revenue is recognized at the end of the month once the client has remitted the transaction information to the Company.

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NOTE 14 — DERIVATIVES

On occasion, the Company enters into derivative contracts as a part of its asset liability management strategy to help manage its interest rate risk position. At March 31, 2026, these derivatives had a notional amount of $1.0 billion and contractual maturities ranging from April 24, 2027 to August 1, 2027. The notional amount of the derivatives does not represent the amount exchanged by the parties. The derivatives were designated as cash flow hedges of certain deposit liabilities and borrowings of the Company. The hedges were determined to be highly effective during the three months ended March 31, 2026. The Company expects the hedges to remain highly effective during the remaining term of the derivatives.

In addition, the Company periodically enters into certain commercial loan interest rate swap agreements to provide commercial loan clients the ability to convert loans from variable to fixed interest rates. Under these agreements, the Company enters into a variable-rate loan agreement with a client in addition to a swap agreement. This swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a corresponding swap agreement with a third party to offset its exposure on the variable and fixed components of the client agreement. As the interest rate swap agreements with the clients and third parties are not designated as hedges, the instruments are marked to market in earnings. At March 31, 2026, these interest rate swaps have a notional amount of $69.0 million and a contractual maturity of August 15, 2028.

The following tables reflect the derivatives recorded on the balance sheet (in thousands):


			Fair Value
		Notional		Other		Other
		Amount		Assets		Liabilities
At March 31, 2026
Derivatives designated as hedges:
Interest rate swaps related to client deposits and borrowings	$	1,000,000	$	821	$	—

Derivatives not designated as hedges:
Interest rate swaps	$	69,000	$	587	$	587

At December 31, 2025
Derivatives designated as hedges:
Interest rate swaps related to client deposits and borrowings	$	1,000,000	$	—	$	3,674

Derivatives not designated as hedges:
Interest rate swaps	$	69,000	$	888	$	888

NOTE 15 — SUBSEQUENT EVENTS

On April 29, 2026, the Company’s stockholders approved the company’s 2026 Employee Stock Purchase Plan (the “ESPP”). The ESPP, which was approved by the Board of Directors on March 18, 2026, is designed to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code as amended. 250,000 shares of common stock of the company will be made available for sale under the ESPP.

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

Company Background

The Company is a bank holding company headquartered in New York, New York and registered under the BHC Act. Through its wholly owned bank subsidiary, Metropolitan Commercial Bank, a New York state-chartered commercial bank, the Company provides a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and individuals primarily in the New York metropolitan area. See the “GLOSSARY OF COMMON TERMS AND ACRONYMS” for the definition of certain terms and acronyms used throughout this Form 10-Q.

The Company’s primary lending products are CRE, including multi-family loans, and C&I loans. Substantially all loans are secured by specific items of collateral including business and consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flows from operations of commercial enterprises. The Company has developed various deposit gathering strategies, which generate the funding necessary to operate without a large branch network. In addition to traditional commercial banking products, the Company offers: corporate cash management and retail banking services; tailored financial solutions for government entities, municipalities, and public institutions; specialized services to facilitate secure and efficient real estate transactions and tax-deferred exchanges for title and escrow and Section 1031 exchanges; and EB-5 Program escrow accounts of foreign investor funds for USCIS approved job-creating projects. The Company’s primary deposit products are checking, savings, and term deposit accounts, all of which are insured by the FDIC up to the maximum amounts allowed by law. These activities, together with eight strategically located banking centers, generate a stable source of deposits to support the growth of our diverse loan portfolio and other assets.

The Company is focused on organically growing its position in the New York metropolitan area. Growth in other markets across the country is generally dependent on the business activities of our New York-based customers. Through an experienced team of commercial relationship managers and its integrated, client-centric approach, the Company has grown market share by deepening existing client relationships and continually expanding its client base through referrals and the ability to offer alternatives to traditional retail banking products. The Company has converted many of its commercial lending clients into full retail relationship banking clients. Given the size of the market in which the Company operates and its differentiated approach to client service, there is significant opportunity to further grow its loans and deposits. By combining high-tech service with the relationship-based focus of a community bank with an extensive suite of financial products and services, the Company is well-positioned to continue to capitalize on the significant growth opportunities available in the New York metropolitan area and elsewhere.

Recent Events

During the first quarter of 2026, the Company completed a public equity offering of approximately 2.3 million shares of the Company’s common stock (including the exercise of the underwriters’ allotment option) at a public offering price of $85.00 per share, resulting in proceeds, net of underwriting discounts and commissions of approximately $186.5 million.

On April 29, 2026, the Company’s stockholders approved the company’s 2026 Employee Stock Purchase Plan (the “ESPP”). The ESPP, which was approved by the Board of Directors on March 18, 2026, is designed to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code, as amended. 250,000 shares of common stock of the company will be made available for sale under the ESPP.

Critical Accounting Policies

Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes the Company’s most critical accounting policy, which involves the most complex or subjective decisions or assessments, is the allowance for credit losses.

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Allowance for Credit Losses

The ACL has been determined in accordance with GAAP. The Company is responsible for the timely and periodic determination of the amount of the ACL. Management believes that the ACL for loans and loan commitments is adequate to cover expected credit losses over the life of the loan portfolio. Although management evaluates available information to determine the adequacy of the ACL, the level of allowance is an estimate which is subject to significant judgment and short-term change. Because of uncertainties associated with local and national economic forecasts, the operating and regulatory environment, collateral values and future cash flows from the loan portfolio, it is possible that a material change could occur in the ACL. The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of uncertain economic conditions, the valuations determined from such estimates and appraisals may change. Accordingly, the Company may ultimately incur losses that vary from management’s current estimates. Adjustments to the ACL will be reported in the period in which such adjustments become apparent and can be reasonably estimated. All loan losses are charged to the ACL when the loss actually occurs or when the collectability of principal is deemed to be unlikely. Recoveries are credited to the allowance at the time of recovery. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL. As a result of such examinations, the Company may need to recognize additions to the ACL based on the regulators’ observations.

In estimating the ACL, the Company relies on models and economic forecasts developed by external parties as the primary driver of the ACL. These external models and forecasts are based on nationwide data sets. Economic forecasts can change significantly over an economic cycle and have a significant level of uncertainty associated with them. The performance of these models is dependent on the variables used in the models being reasonable predictors for the loan portfolio’s performance. However, these variables may not capture all sources of risk within the portfolio. As a result, the Company reviews the results and makes qualitative adjustments to capture potential limitations of the external models as necessary. Such qualitative factors may include adjustments to better capture the imprecision associated with the economic forecasts, and the ability of the models to capture emerging risks within the portfolio that may not be represented in the data. These adjustments are evaluated through the Company’s review process and revised on a quarterly basis to account for changes in forecasts, facts and circumstances.

One of the more significant judgments involved in estimating the Company’s ACL relates to the macroeconomic forecasts used to estimate credit losses and the relative weightings applied to them. To illustrate the impact of changes in these forecasts to the Company’s ACL, the Company performed a hypothetical sensitivity analysis that decreased the weight on the baseline scenario by 33% and equally allocated the difference to increase the weighting on the more optimistic and adverse scenarios. All else equal, the impact of this hypothetical forecast would result in a net increase of approximately $4.3 million, or 5.3%, in the Company’s total ACL for loans and loan commitments as of March 31, 2026. This hypothetical analysis is intended to illustrate the impact of adverse changes in the macroeconomic forecasts at a point in time and is not intended to reflect the full nature and extent of potential future change in the ACL. It is difficult to estimate how potential changes in any one of the quantitative inputs or qualitative factors might affect the overall ACL and the Company’s current assessments may not reflect the potential future impact of changes to those inputs or factors.

Discussion of Financial Condition

The Company had total assets of $8.8 billion at March 31, 2026, an increase of $588.4 million, or 7.1%, from December 31, 2025.

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Total cash and cash equivalents were $672.4 million at March 31, 2026, an increase of $278.8 million, or 70.8% from December 31, 2025. The increase was primarily due to the common stock public equity offering during the first quarter of 2026, which resulted in proceeds, net of underwriting discounts and commissions of approximately $186.5 million.

Investments

Total securities were $1.0 billion at March 31, 2026, an increase of $62.0 million or 6.6%, from December 31, 2025. The increase was primarily due to the purchase of $109.0 million of AFS securities, partially offset by the $42.9 million paydown and maturities of AFS and HTM securities.

Loans

Total loans, net of deferred fees and unamortized costs, were $7.0 billion at March 31, 2026, an increase of $236.3 million, or 3.5%, from December 31, 2025. The increase in total loans from December 31, 2025 was due primarily to an increase of $233.1 million in CRE loans (including owner-occupied). At March 31, 2026, 75.1% of the CRE and C&I loan portfolio was concentrated in the New York metropolitan area, mainly New York City, and Florida.

As of March 31, 2026, total loans consisted primarily of CRE loans (including multi-family mortgage loans) and C&I loans. The Company’s commercial loan portfolio includes loans to the following industries (dollars in thousands):


	At March 31, 2026
			% of Total
		Balance	Loans
CRE⁽¹⁾
Skilled Nursing Facilities	$	2,742,246	38.8	%
Hospitality		479,299	6.8
Office		461,037	6.5
Multi-family		393,702	5.6
Retail		380,014	5.4
Mixed use		347,825	4.9
Construction		239,456	3.4
Land		241,734	3.4
Industrial		160,597	2.3
Other		621,116	8.8
Total CRE	$	6,067,026	85.9	%

C&I
Skilled Nursing Facilities	$	252,233	3.6	%
Finance & Insurance		206,893	2.9
Individuals		118,427	1.7
Healthcare		91,842	1.3
Services		90,409	1.3
Wholesale		60,726	0.9
Manufacturing		27,021	0.4
Other		55,271	0.7
Total C&I	$	902,822	12.8	%

(1)CRE, not including one-to four-family loans

The largest concentration in the loan portfolio is to the healthcare industry, which amounted to $3.1 billion, or 43.7% of total loans, at March 31, 2026, including $3.0 billion in loans to skilled nursing facilities.

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Asset Quality

Non-performing loans decreased to $71.1 million at March 31, 2026 compared to $86.9 million at December 31, 2025. The decrease primarily reflects the $12.3 million of charge-offs for one out-of-market CRE loan and two C&I loans, as the Company continues to work diligently toward the resolution of the credits that make up our nonperforming loan portfolio. The table below sets forth key asset quality ratios (dollars in thousands):


	At or for the			At or for the
	three months ended			year ended
	March 31,			December 31,
	2026			2025
Asset Quality Ratios
Non-performing loans	$	71,051		$	86,884
Non-performing loans to total loans		1.01	%		1.28	%
Allowance for credit losses to total loans		1.16	%		1.43	%
Non-performing loans to total assets		0.80	%		1.05	%
Allowance for credit losses to non-performing loans		115.5	%		111.7	%
Ratio of net charge-offs (recoveries) to average loans outstanding in aggregate		0.73	%		0.06	%

Allowance for Credit Losses – Loans and Loan Commitments

The ACL for loans was $82.1 million at March 31, 2026, as compared to $97.1 million at December 31, 2025. The $15.0 million decrease in the ACL primarily reflects a decrease of $11.8 million due to the adjustments made to the Bank’s ACL estimation process and changes in the outlook for certain macroeconomic variables, partially offset by loan growth. See “—Critical Accounting Policies” above for more information on the adjustments made to the Bank’s allowance for credit losses. In addition, the $15.0 million decrease in the ACL also reflects a net $3.0 million decrease related to a $9.3 million provision for credit losses and subsequent $12.3 million charge-off of one out-of-market CRE loan and two C&I loans.

Deposits

Total deposits were $7.7 billion at March 31, 2026, an increase of $362.5 million, or 4.9%, from December 31, 2025. The increase from December 31, 2025 was due primarily to increases across most of the Company’s various deposit verticals. Non-interest-bearing demand deposits were 19.9% of total deposits at March 31, 2026, compared to 20.1% at December 31, 2025.

The table below summarizes the Company’s deposit composition by segment for the periods indicated (dollars in thousands):


	At March 31, 2026			At December 31, 2025			Dollar Change			Percentage Change
Non-interest-bearing demand deposits	$	1,539,553		$	1,479,420		$	60,133		4.1	%
Money market		6,037,304			5,698,748			338,556		5.9
Savings accounts		9,027			8,886			141		1.6
Time deposits		153,835			190,124			(36,289)		(19.1)
Total	$	7,739,719		$	7,377,178		$	362,541		4.9	%

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At March 31, 2026, the aggregate estimated amount of FDIC uninsured deposits was $2.0 billion, and the aggregate estimated amount of uninsured time deposits was $46.7 million. The following table presents the scheduled maturities of time deposits greater than $250,000 (in thousands):


	At March 31, 2026
Three months or less	$	24,228
Over three months through six months		16,584
Over six months through one-year		5,193
Over one-year		734
Total	$	46,739

Borrowings

To support the balance sheet, the Company may at times utilize FHLB advances or other funding sources. At March 31, 2026, and December 31, 2025, the Company had no outstanding Federal funds purchased or FHLBNY advances.

Accumulated Other Comprehensive Income

Accumulated other comprehensive loss, net of tax, was $39.2 million at March 31, 2026, a decrease of $0.5 million from December 31, 2025. The decrease from December 31, 2025 was primarily due to unrealized gains on cash flow hedges, as a result of changes in prevailing market interest rates, partially offset by unrealized losses on AFS securities.

Results of Operations

Net Income

Net income was $31.4 million for the first quarter of 2026, an increase of $15.1 million as compared to $16.4 million for the first quarter of 2025. This increase was due primarily to a $19.0 million increase in net interest income, a $6.8 million decrease in the provision for credit losses, a $1.8 million decrease in professional fees and a $1.1 million decrease in FDIC assessments, partially offset by a $2.6 million increase in deposit related program fees, a $2.4 million increase in compensation and benefits and a $2.0 million increase in technology costs.

Net Interest Income and Net Interest Margin

Net interest income is the difference between interest earned on assets and interest incurred on liabilities. The following table presents an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities. The table presents the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Yields and costs were derived by dividing income or expense by the average balance of interest-earning assets and interest-bearing liabilities, respectively, for the periods shown. Average balances were derived from daily balances over the periods indicated. Interest income includes fees that management considers to be adjustments to yields. Yields on tax-exempt obligations were not computed on a tax-equivalent basis. Non-accrual loans were included in the computation of average balances. The yields set forth below include the effect of deferred loan origination fees and costs, and purchase discounts and premiums that are amortized or accreted to interest income.

Net interest margin for the first quarter of 2026 was 4.08% compared to 3.68% for the first quarter of 2025. The 40 basis point increase reflects the decline in short-term interest rates.

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	Three Months Ended
	March 31, 2026						March 31, 2025
	Average				Yield /		Average				Yield /
(dollars in thousands)	Balance		Interest		Rate ⁽¹⁾		Balance		Interest		Rate ⁽¹⁾
Assets:
Interest-earning assets:
Loans ⁽²⁾	$	6,926,983	$	122,594	7.18	%	$	6,202,311	$	110,865	7.25	%
Available-for-sale securities		651,928		4,982	3.10			577,184		3,415	2.40
Held-to-maturity securities		352,937		1,663	1.91			417,326		1,943	1.89
Equity investments		5,874		44	3.04			5,516		39	2.90
Overnight deposits		578,330		5,329	3.74			154,357		1,925	5.06
Other interest-earning assets		20,693		319	6.26			30,917		583	7.65
Total interest-earning assets		8,536,745		134,931	6.41			7,387,611		118,770	6.52
Non-interest-earning assets		127,802						128,676
Allowance for credit losses		(97,788)						(64,584)
Total assets	$	8,566,759					$	7,451,703
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market and savings accounts	$	5,961,007		46,997	3.20		$	4,747,995		45,844	3.92
Certificates of deposit		184,625		1,732	3.80			126,471		1,334	4.28
Total interest-bearing deposits		6,145,632		48,729	3.22			4,874,466		47,178	3.93
Borrowed funds		22,638		293	5.25			392,453		4,640	4.80
Total interest-bearing liabilities		6,168,270		49,022	3.22			5,266,919		51,818	3.99
Non-interest-bearing liabilities:
Non-interest-bearing deposits		1,459,199						1,319,688
Other non-interest-bearing liabilities		111,159						126,872
Total liabilities		7,738,628						6,713,479
Stockholders' equity		828,131						738,224
Total liabilities and equity	$	8,566,759					$	7,451,703
Net interest income			$	85,909					$	66,952
Net interest rate spread ⁽³⁾					3.19	%					2.53	%
Net interest margin ⁽⁴⁾					4.08	%					3.68	%
Total cost of deposits ⁽⁵⁾					2.60	%					3.09	%
Total cost of funds ⁽⁶⁾					2.61	%					3.19	%

(1)	Annualized.

(2)	Amount includes deferred loan fees and non-performing loans.

(3)	Determined by subtracting the annualized average cost of total interest-bearing liabilities from the annualized average yield on total interest-earning assets.

(4)	Determined by dividing annualized net interest income by total average interest-earning assets.

(5)	Determined by dividing annualized interest expense on deposits by total average interest-bearing and non-interest bearing deposits.

(6)	Determined by dividing annualized interest expense by the sum of total average interest-bearing liabilities and total average non-interest-bearing deposits.

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The following table presents the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume (in thousands).


		Three Months Ended March 31,
		2026 over 2025
		Increase (Decrease)						Total
		Due to						Increase
		Volume			Rate			(Decrease)
Interest-earning assets:
Loans		$	12,835		$	(1,106)		$	11,729
Available-for-sale securities			481			1,086			1,567
Held-to-maturity securities			(303)			23			(280)
Equity investments			3			2			5
Overnight deposits			4,026			(622)			3,404
Other interest-earning assets			(170)			(94)			(264)
Total interest-earning assets		$	16,872		$	(711)		$	16,161
Interest-bearing liabilities:
Money market and savings accounts		$	10,462		$	(9,309)		$	1,153
Certificates of deposit			558			(160)			398
Total deposits			11,020			(9,469)			1,551
Borrowed funds			(4,748)			401			(4,347)
Total interest-bearing liabilities			6,272			(9,068)			(2,796)
Change in net interest income		$	10,600		$	8,357		$	18,957

Interest Income

Interest income increased $16.2 million to $134.9 million for the first quarter of 2026 compared to $118.8 million for the first quarter of 2025, primarily due to a $724.7 million increase in the average balance of loans and a $424.0 million increase in overnight deposits.

Interest Expense

Interest expense decreased $2.8 million to $49.0 million for the first quarter of 2026 as compared to $51.8 million for the first quarter of 2025 due primarily to the 58 basis point decrease in the total cost of funds that reflects the reduction in short- term interest rates.

Provision for Credit Losses – Loans and Loan Commitments

The provision for credit losses for the three months ended March 31, 2026 was ($2.3) million, as compared to $4.5 million for the three months ended March 31, 2025. The release in the provision for credit losses primarily reflects a decrease of $11.8 million due to the adjustments made to the Bank’s allowance for credit loss estimation process and changes in the outlook for certain macroeconomic variables, partially offset by loan growth. See “—Critical Accounting Policies” above for more information on the adjustments made to the Bank’s allowance for credit loss estimation process. The provision for credit losses also reflects an increase of $9.3 million related to one C&I and two CRE loans that were subsequently charged-off.

Non-Interest Income

Non-interest income decreased $1.1 million to $2.6 million for the first quarter of 2026, as compared to $3.6 million for the first quarter of 2025, driven primarily by the absence of one-time non-refundable program fees of $822,000 reflected in the first quarter of 2025.

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Non-Interest Expense

Non-interest expense increased $3.7 million to $46.4 million for the first quarter of 2026, compared to the first quarter of 2025 due primarily to a $2.6 million increase in deposit related program fees, $2.4 million increase in compensation and benefits and $2.0 million increase in technology costs, partially offset by a $1.8 million decrease in professional fees and a $1.1 million decrease in the FDIC assessment.

Income Tax Expense

The estimated effective tax rate for the first quarter of 2026 was 29.2% as compared to 30.0% for the first quarter of 2025.

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, which involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. Exposure to credit loss is represented by the contractual amount of the instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

At March 31, 2026, the Company had $676.6 million in unused loan commitments and $32.8 million in standby and commercial letters of credit. At December 31, 2025, the Company had $600.0 million in unused commitments and $26.4 million in standby and commercial letters of credit.

Liquidity and Capital Resources

Liquidity

Liquidity is the ability to economically meet current and future financial obligations. The Company’s primary sources of funds consist of deposit inflows, loan repayments and maturities, securities cash flows and borrowings. While maturities and scheduled amortization of loans, securities, and borrowings are predictable sources of funds, deposit flows, mortgage prepayments and securities cash flows may be greatly influenced by the general level of interest rates and changes thereto, economic conditions and competition.

The Company regularly reviews the need to adjust investments in liquid assets based upon its assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of its asset/liability program. Excess liquidity is generally invested in interest earning deposits and short- and intermediate-term securities.

The Company’s most liquid assets are cash and cash equivalents. The levels of these assets are dependent on the Company’s operating, financing, lending and investing activities during any given period. At March 31, 2026 and December 31, 2025, cash and cash equivalents totaled $672.4 million and $393.6 million, respectively. Securities, which provide an additional source of liquidity, totaled $1.0 billion at March 31, 2026 and $941.2 million at December 31, 2025. At March 31, 2026, there were $882.1 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $125.1 million were encumbered. At December 31, 2025, there were $807.5 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $118.2 million were encumbered.

The Company’s primary investing activities are the origination and, to a lesser extent, purchase of loans and securities. The Company’s loan production was $428.3 million and $409.8 million during the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, the Company purchased $109.0 million of AFS securities. During the three months ended March 31, 2025, the Company purchased $44.3 million of AFS securities.

Financing activities consisted primarily of activity in deposit accounts and borrowings. The Company gathers deposits from businesses and individuals through client referrals and other relationships and through its retail presence. The

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Company has established deposit concentration thresholds to avoid the possibility of dependence on any single depositor base for funds. Total deposits were $7.7 billion at March 31, 2026, an increase of $362.5 million, or 4.9%, from December 31, 2025.

At March 31, 2026, interest-bearing deposits were comprised of $6.0 billion of money market accounts and $153.8 million of time deposits. Time deposits due within one year of March 31, 2026 totaled $149.8 million, or 1.9%, of total deposits. At March 31, 2026, the aggregate estimated amount of FDIC uninsured deposits was $2.0 billion. At December 31, 2025, interest-bearing deposits were comprised of $5.7 billion of money market accounts and $190.1 million of time deposits. Time deposits due within one year of December 31, 2025 totaled $186.3 million or 2.5% of total deposits. Non-interest-bearing deposits were 19.9% of total deposits at March 31, 2026, as compared to 20.1% at December 31, 2025. At December 31, 2025, the aggregate estimated amount of FDIC uninsured deposits was $2.0 billion.

The Company has no material commitments or demands that are likely to affect its liquidity other than as set forth below. In the event loan demand were to increase faster than expected, or any other unforeseen demand or commitment were to occur, the Company could access its borrowing capacity with the FHLB or obtain additional funds through alternative funding sources, including the brokered deposit market. At March 31, 2026 and December 31, 2025, the Company had cash on deposit with the FRBNY and available secured wholesale funding borrowing capacity of $3.7 billion and $3.3 billion, respectively.

Capital Resources

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. At March 31, 2026 and December 31, 2025, the Company and the Bank met all applicable regulatory capital requirements to be considered “well capitalized” under regulatory guidelines. The Company and the Bank manage their capital to comply with their internal planning targets and regulatory capital standards administered by federal banking agencies. The Company and the Bank review capital levels on a monthly basis. Below is a table of the Company’s and Bank’s capital ratios for the periods indicated:


						Minimum		Minimum Ratio		Minimum
		At		At		Ratio to be		Required for		Capital
		March 31,		December 31,		“Well		Capital Adequacy		Conservation
		2026		2025		Capitalized”		Purposes		Buffer⁽¹⁾
The Company
Tier 1 leverage ratio		11.6	%	9.5	%	N/A		4.0	%	—	%
Common equity tier 1		13.2	%	10.7	%	N/A		4.5	%	2.5	%
Tier 1 risk-based capital ratio		13.4	%	11.0	%	N/A		6.0	%	2.5	%
Total risk-based capital ratio		14.6	%	12.3	%	N/A		8.0	%	2.5	%

The Bank
Tier 1 leverage ratio		11.4	%	9.1	%	5.00	%	4.0	%	—	%
Common equity tier 1		13.1	%	10.5	%	6.50	%	4.5	%	2.5	%
Tier 1 risk-based capital ratio		13.1	%	10.5	%	8.00	%	6.0	%	2.5	%
Total risk-based capital ratio		14.3	%	11.7	%	10.00	%	8.0	%	2.5	%

At March 31, 2026 and December 31, 2025, total non-owner-occupied CRE loans were 299.5% and 376.5% of risk-based capital, respectively. The decrease in the CRE concentration ratio is primarily due to the completion of the Company’s public equity offering of common stock in the first quarter of 2026. See “—Recent Events” above for more information on the Company’s quarterly dividend and share repurchase program.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

The principal objective of the Company’s asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of IRR while maximizing net income and preserving adequate levels of liquidity and capital. The Board of Directors bears the ultimate oversight responsibility for the Company’s asset and liability management function. The Company’s ALCO is responsible for assisting the Board of Directors with this oversight. The ALCO has further assigned responsibility for the day-to-day management of IRR to the CFO, or their designee. The ALCO meets regularly to review, among other things, the sensitivity of earnings and the market value of assets and liabilities to market interest rate changes and local and national market conditions and market interest rates. That group also reviews liquidity, capital, deposit mix, loan mix and investment positions. Based upon the nature of its operations, the Company is not subject to FX or commodity price risk.

Interest Rate Risk

As a financial institution, the Company’s primary market risk exposure is IRR. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities, and the fair value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. IRR is the potential for economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values. The objective is to measure the effect on net interest income and to adjust, as deemed appropriate, the balance sheet to manage the inherent risk while at the same time maximizing income.

The Company manages its exposure to interest rates primarily by prudently structuring its balance sheet in the ordinary course of business. The Company generally originates fixed and floating rate loans with maturities of less than five years. The IRR on these loans is offset to some degree by the mix and structure of the deposit portfolio. On occasion, the Company enters into derivative contracts as a part of its asset liability management strategy to help manage its IRR position.

Net Interest Income At-Risk

The Company analyzes its net interest income sensitivity to changes in interest rates through a simulation model, which estimates what net interest income would be for a one-year period based on current interest rates, and then calculates what the net interest income would be for the same period under different interest rate assumptions.

The following table shows the estimated impact on net interest income for the one-year period beginning March 31, 2026 resulting from potential changes in interest rates, expressed in basis points. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain. As a result, no simulation model can precisely predict the impact of changes in interest rates on net interest income.

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Although the net interest income table below provides an indication of the Company’s IRR exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on net interest income and may differ from actual results. The following table indicates the sensitivity of projected annualized net interest income to the interest rate movements described above (dollars in thousands):


At March 31, 2026
Change in		Net			Year 1
Interest		Interest			Change
Rates		Income Year 1			from
(basis points)		Forecast			Level
+300			364,335		(0.00)	%
+200			364,181		(0.04)
+100			364,535		0.05
—			364,343		—
-100			369,584		1.44
-200			375,006		2.93
-300			386,231		6.01

The table above indicates that at March 31, 2026, in the event of an instantaneous and sustained parallel upward shift of 200 basis points in interest rates, the Company would experience a 0.04% decrease in net interest income. In the event of an instantaneous and sustained parallel downward shift of 200 basis points in interest rates, it would experience a 2.93% increase in net interest income.

Economic Value of Equity Analysis

The Company also analyzes the sensitivity of its financial condition to changes in interest rates through an EVE model. This analysis measures the difference between predicted changes in the fair value of assets and predicted changes in the present value of liabilities assuming various changes in current interest rates. The table below represents an analysis of IRR as measured by the estimated changes in EVE, resulting from instantaneous and sustained parallel shifts in the yield curve (+100, +200, +300 and -100, -200, -300 basis points) at March 31, 2026 (dollars in thousands):


					Estimated
					Increase (Decrease) in
					EVE
Change in
Interest Rates		Estimated
(basis points) ⁽¹⁾		EVE ⁽²⁾			Dollars			Percent
+300		$	1,344,264		$	(121,779)		(8.31)	%
+200			1,386,449			(79,594)		(5.43)	%
+100			1,432,203			(33,840)		(2.31)
—			1,466,043			—		—
-100			1,499,547			33,504		2.29
-200			1,521,802			55,760		3.80
-300			1,540,591			74,548		5.08

(1)	Assumes an immediate uniform change in interest rates at all maturities.

(2)	EVE is the fair value of expected cash flows from assets, less the fair value of the expected cash flows arising from the Company’s liabilities adjusted for the value of off-balance sheet contracts.

The table above indicates that at March 31, 2026, in the event of an immediate upward shift of 200 basis points in interest rates, the Company would experience a 5.43% decrease in its EVE. In the event of an immediate downward shift of 200 basis points in interest rates, the Company would experience a 3.80% increase in its EVE.

The preceding simulation analyses do not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are

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subject to change, including: the nature and timing of interest rate levels including the yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. Also, as market conditions vary, prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will likely deviate from those assumed.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer, who is the Company’s principal executive officer, and the Chief Financial Officer, who is the Company’s principal financial officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2026, pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026. In addition, there have been no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in reports filed by the Company under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Company is subject to various pending and threatened legal actions. With respect to the litigation brought by Michael Wyse, as Plan Administrator for the Voyager Wind-Down Debtor, the Company’s motion to dismiss, filed in February 2025, was granted as to all counts on August 4, 2025. The Plaintiff has since filed its appeal with the U.S. Court of Appeals for the Second Circuit and oral arguments on that appeal were heard in March 2026, the court’s ruling on which is pending. There have been no other significant developments with respect to other legal proceedings previously disclosed under Part I, Item 3 in our 2025 Form 10-K. While the future outcome of litigation or regulatory matters cannot be determined at this time, in the opinion of management, as of March 31, 2026, the aggregate liability, if any, arising out of any such pending or threatened legal actions are not expected, individually or in the aggregate, to be material to the Company’s financial condition, results of operations, and liquidity. For additional information regarding certain legal proceedings, see “Legal and Regulatory Proceedings” in NOTE 12 — COMMITMENTS AND CONTINGENCIES to the Company’s consolidated financial statements in this Form 10-Q.

ITEM 1A. RISK FACTORS

There are risks, many beyond our control, which could cause our results to differ significantly from management’s expectations. For a description of these risks, please see the risk factors previously described in Part I, “Item 1A. Risk Factors” in our 2025 Form 10-K. There have been no material changes to our risk factors since the date of that filing. Any of the risks described in our 2025 Form 10-K could by itself or together with one or more other factors, materially and adversely affect our business, results of operations or financial condition. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, results of operations or financial condition.

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

The following table sets forth information regarding the shares of common stock repurchased by the Company during the three months ended March 31, 2026:


					Total
					Number of		Dollar
					Shares		Value of
					Purchased as		Shares That
	Total				Part of		May Yet Be
	Number of			Average	Publicly		Purchased
	Shares			Price Paid	Announced		Under
Period	Purchased			Per Share	Plans		the Plans
January 1, 2026 to January 31, 2026 ⁽¹⁾	—		$	—	—	$	27,297,953
February 1, 2026 to February 28 2026	—			—	—		27,297,953
March 1, 2026 to March 31 2026	123,061			79.33	123,061		17,535,739
Total	123,061		$	79.33	123,061

(1) On July 17, 2025, the Company’s Board of Directors approved a share repurchase plan with authorization to purchase up to an additional $50 million of the Company’s common stock. In aggregate, the Board of Directors has authorized $100 million of repurchases of the Company’s common stock since March 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


3.1	Certificate of Incorporation of Metropolitan Bank Holding Corp, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 4, 2017 (File No. 333-220805)).

3.2	Certificate of Amendment to the Certificate of Incorporation of Metropolitan Bank Holding Corp. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 12, 2021 (File No. 333-254197)).

3.3	Amended and Restated Bylaws of Metropolitan Bank Holding Corp. (incorporated by reference to Exhibit 3.3 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024 (File No. 001-38282)).

10.1*	Form of Executive Restricted Stock Unit Award Agreement – 2022 Equity Incentive Plan, as amended.

10.2*	Form of Performance-Based Restricted Stock Unit Award Agreement – 2022 Equity Incentive Plan, as amended.

19.1	Insider Trading Policy
31.1	Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a).
31.2	Certification of the Principal Financial Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a).

32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Principal Executive Officer of the Company and the Principal Financial Officer of the Company.

101	INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101	SCH XBRL Taxonomy Extension Schema

101	CAL XBRL Taxonomy Extension Calculation Linkbase

101	DEF XBRL Taxonomy Extension Definition Linkbase

101	LAB XBRL Taxonomy Extension Label Linkbase

101	PRE XBRL Taxonomy Extension Presentation Linkbase

104	The cover page from Metropolitan Bank Holding Corp.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL

Each management and compensatory plan has been marked with an asterisk (*).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Metropolitan Bank Holding Corp.

Date: May 8, 2026By: /s/ Mark R. DeFazio

Mark R. DeFazio

President and Chief Executive Officer

Date: May 8, 2026By:/s/ Daniel F. Dougherty

Daniel F. Dougherty

Executive Vice President and Chief Financial Officer

ATTACHMENTS / EXHIBITS