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MCB 10-K & 10-Q changes, risk factors and insider trading

Metropolitan Bank Holding Corp. · NYSE · State Commercial Banks · CIK 1476034 · All filings on SEC.gov

Everything below is quoted or computed from Metropolitan Bank Holding Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

7 / 4risk-factor paragraphs added / removed in latest 10-K
2new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
7Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-20 (period ending 2025-12-31) with 10-K filed 2025-02-28 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

7new paragraphs
4removed paragraphs
26reworded paragraphs
9,305 → 10,209words in section

New heading “We may not pay regular future dividends on our common stock and thus shareholders should look to appreciation of our common stock to realize a gain on their investments.”

New heading “Although we have implemented a share repurchase program, we have discretion to not repurchase shares and to amend or suspend the program.”

Removed heading “The exit from all of the Company’s BaaS relationships may cost more than anticipated and may subject us to additional risk.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: regulation, climate
“Concerns over the long-term impacts of climate change have led, and will continue to lead, to governmental efforts around the world to mitigate those impacts. Consumers and businesses are also changing their behavior and business preferences as a result of these concerns. New governmental regulations or guidance relating to climate change, as well as changes in consumers’ and businesses’ behaviors and business preferences, may affect whether and on what terms and conditions we will engage in certain activities or offer certain products or services. …”
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New text
“We may not pay regular future dividends on our common stock and thus shareholders should look to appreciation of our common stock to realize a gain on their investments.”
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Reworded topics: artificial intelligence, ai

Paragraph as it now reads, with added and removed wording marked:

AsWe have made, and expect to continue making, investments in the integration of AI in our platform, products, and services, as we expect that we will need to integrate AI into our business to remain competitive. However, as with many innovations, artificial intelligence (“AI”) presents risks and challenges that could adversely impact our business or our customers. The development, adoption, and use case for generative AI technologies are still in their early stages and may be ineffective or inadequate. AI development or deployment practices by the Company, our customers, or third-party developers or vendors could result in unintended consequences. For example, AI algorithms could be flawed or may be based on datasets that are inaccurate, biased or insufficient. In addition, we may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility. We may also be unsuccessful in, or fail to achieve the expected benefits of, our use of AI, and if our AI-related offerings fail to operate as anticipated or as well as competing offerings or do not meet customer needs, we may be unable to recoup our investments in AI and our competitive position may be harmed. There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. In addition, third parties may deploy AI technologies to commit fraud against us or in a manner that reduces customer demand for our business or financial products and services. Any of the foregoing may result in decreased demand for our products, harm to our business, results of operations or reputation, or a negative impact on our customers and their business.
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New text
“Although we have implemented a share repurchase program, we have discretion to not repurchase shares and to amend or suspend the program.”
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Removed text
“The exit from all of the Company’s BaaS relationships may cost more than anticipated and may subject us to additional risk.”
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Reworded topics: inflation, labor

Paragraph as it now reads, with added and removed wording marked:

The Company’s business is also significantly affected by fiscal, monetary, regulatory and related policies of the U.S. federal government and its agencies,agencies and the impact of future policy changes made on the newfederal, U.S.state presidentialor administrationmunicipal level is uncertain and Congresssuch onchanges thosemay policiesbe isimplemented uncertain.with little or no prior notice. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond the Company’s control. Adverse economic conditions andas a result of these changes may result in labor shortages, a decline in real estate values in the markets we operate in, a significant increase in inflation rates (including in connection with rising interests rates through government action to fight inflationary trends), or a reduction in consumer confidence in the economy, all of which, along with government policy responses to such conditionsmatters, could have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.
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Full comparison: every changed paragraph (37)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

At December 31, 2024,2025, $5.9$6.7 billion, or 98.3%98.6% of total loans, consisted of CRE and C&I loans. These portfolios have grown in recent years and the Company intends to continue to emphasize CRE and C&I lending. The Company lends against a variety of asset classes, including skilled nursing facilities, healthcare, multi-family, office, hospitality, mixed use, retail, and warehouse. CRE, including multi-family real estate, and commercial loans are often larger and involve greater risks than other types of loans since payments on such loans are often dependent on the successful operation or development of the property or business involved. A downturn in the real estate market and/or a challenging business and economic environmentenvironment, particularly in the markets in which the Company operates, may increase the Company’s risk related to CRE, including multi-family real estate, and commercial loans. If the cash flows from business operations of our customers is reduced, the borrower may be unable to repay the loan according to the contractual terms of the loan agreement. Further, due to the larger average size of such loans and that they are secured by collateral that is generally less readily-marketable as compared with other loan types, losses incurred on a small number of such loans could have a material adverse impact on the Company’s financial condition and results of operations. If we foreclose on these loans, our holding period for the collateral typically is longer than for a single or multi-family residential property because there may be fewer potential purchasers of the collateral.

Reworded

The determination of the appropriate level of allowance is subject to judgment and requires the Company to make significant estimates of current credit risks and future trends, all of which are subject to material changes. In estimating the allowance, the Company relies on models and economic forecasts developed by external parties as the primary driver of the allowance. These models and forecasts are based on nationwide setsdata of data.sets. Economic forecasts can change significantly over an economic cycle and have a significant level of uncertainty associated with them. The performance of the 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 loan portfolio.

Reworded

Multi-family and mixed-use loans generally involve a greater risk than one-to-four family residential loans because of legislation and government regulations involving rent control and rent stabilization, which are outside the control of the borrower or the Company, and could impair the value of the security for the loan or the future cash flows of such properties. As a result of these restrictions, it is possible that rental income on certain rent-regulated properties might not rise sufficiently over time to satisfy increases in interest payments due to increases in underlying rate reset indices or increases in overhead expenses (e.g., utilities, taxes, etc.). Borrowers may be further impacted in the event a halt in rent increases for all rent-stabilized apartments in New York City is implemented, as this would prevent them from being able to raise the rental rates on their affected rent-regulated properties at all. In addition, such a halt could have an adverse affect on the city’s real estate market overall, thereby further impairing the value of the security for the loan. At December 31, 2024,2025, the Company hashad $168.0$172.6 million of New York City rent-regulated stabilized multi-family loans, which had a weighted-average debt service coverage ratio of 2.7x and a weighted-average LTV of 42.1%44.7% atbased the date ofon the most recent appraisal, and a weighted average debt coverage ratio of 2.7x.appraisal.

Reworded

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as rising inflation decreases the value of money. As discussed below under “—Risks Related to Market Interest Rates—Interest rate shifts may reduce net interest income and otherwise negatively impact the Company’s financial condition and results of operation,” inflationary conditions and rising market interest rates could lead to declines in the value of our investment securities, particularly those with longer maturities, although this effect can be less pronounced for floating rate instruments. In addition, inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which could increase our non-interest expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us. If the Federal Reserve Board were to administeruse highermonetary policy levers to raise interest rates to tamecounteract inflationary price pressures, such increasedhigher rates could also push down asset prices and weaken economic activity. A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.

Reworded

The Company’s business and operations, which primarily consist of lending money to customers, borrowing money from customers in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States. If the U.S. economy weakens, growth and profitability from the Company’s lending, deposit and investment operations could be constrained. Uncertainty about the federal fiscal and regulatory policymaking process,process on the federal, state, and local level in municipalities where we operate, the medium- and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors in the United States.investors.

Reworded

The Company’s business is also significantly affected by fiscal, monetary, regulatory and related policies of the U.S. federal government and its agencies,agencies and the impact of future policy changes made on the newfederal, U.S.state presidentialor administrationmunicipal level is uncertain and Congresssuch onchanges thosemay policiesbe isimplemented uncertain.with little or no prior notice. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond the Company’s control. Adverse economic conditions andas a result of these changes may result in labor shortages, a decline in real estate values in the markets we operate in, a significant increase in inflation rates (including in connection with rising interests rates through government action to fight inflationary trends), or a reduction in consumer confidence in the economy, all of which, along with government policy responses to such conditionsmatters, could have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Reworded

The Company is a community banking institution that provides banking services to the local communities in the market areas in which it operates, and therefore, its ability to diversify its economic risks is limited by its local markets and economies. A large portion of the Company’s business is concentrated in New York, and in New York City in particular. A significant decline in local economic conditions, caused by changes in inflation, regulatory or policy changes, including those made by local governments of municipalities we operate in, recession, relocations of businesses, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemploymentunemployment, a decline in real estate values or other factors beyond the Company’s control, would likely cause an increase in the rates of delinquencies, defaults, foreclosures, bankruptcies and losses in its loan portfolio. For example, the implementation of a halt in rent increases for all rent-stabilized apartments in New York City could have an adverse affect on the city’s real estate market and, in turn, the overall local economy. As a result,result of any of the foregoing, a downturn in the local economy, generally and the real estate market specifically, could significantly reduce the Company’s profitability and growth and adversely affect its financial condition.

Reworded

In 2022 and 2023, the Federal Reserve Board raised interest rates in response to concerns over inflation risk. Although the Federal Reserve Board began lowering interest rates in 2024, interest rates remain elevated and there continues to be uncertainty in the evolution of market and economic conditions, including the possibility of additional measures that could be taken by the Federal Reserve Board, related to concerns over inflation risk. As discussed below, if market interest rates rise in response to changes in the Federal Reserve Board’s monetary policy, such an increase could have an adverse effect on our net interest income and profitability. In addition, new appointments to the Federal Reserve Board and changes to its leadership could affect monetary policy and interest rates, which could in turn affect our net interest income and profitability.

Reworded

The Company’s securities portfolio may be impacted by fluctuations in market value, potentially reducing accumulated other comprehensive income and/or earnings. During the year ended December 31, 2024,2025, we reported an other comprehensive gain of $789,000$24.1 million related to net changes in net unrealized losses in the AFS securities portfolio. Fluctuations in market value may be caused by changes in market interest rates or imbalances in supply and demand.

Reworded

Although the Company continues to take protective measures to maintain the confidentiality, integrity and security of our operational and information systems and infrastructure, the techniques used in cyberattacks are becoming increasingly diverse and sophisticated. For example, the Company’s operational and information systems or infrastructure, or those of our third-party providers, may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, disruptions of service, computer viruses or other malicious code, cyberattacks and other incidents that could create a cybersecurity event, any of which could remain undetected for an extended period of time. Furthermore, the Company may not be able to ensure that all of its clients, suppliers, counterparties and other third parties have appropriate controls in place to protect themselves from cyberattacks or to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. Although the Company engages third-party services on an ongoing basis to conduct independent audits of its information security and information technology risk management systems, these service providers may fail to identify cybersecurity strategies and processes the Company could implement in order to potentially be more consistent with industry best practices. Given the increasingly high volume of transactions, certain errors may be repeated or compounded before they can be discovered and rectified. In addition, the increasing reliance on information systems, and the occurrence and potential adverse impact of attacks on such systems, both generally and in the financial services industry, have encouraged increased government and regulatory scrutiny of the measures taken by companies to protect against cybersecurity threats and incidents. As these threats, incidents and government and regulatory oversight of associated risks continue to evolve, the Company may be required to expend additional resources to enhance or expand upon the security measures it currently maintains. Although the Company has developed, and continues to invest in, systems and processes that are reasonably designed to detect and prevent security breaches and cyberattacks, a breach of its systems could result in: losses to the Company and its customers; loss of business and/or customers; damage to its reputation; the incurrence of additional expenses (including the cost of notification to consumers, credit monitoring and forensics, and fees and fines imposed by the card networks); disruption to its business; an inability to grow its online services or other businesses; additional regulatory scrutiny or penalties; and/or exposure to civil litigation and possible financial liability — any of which could have a material adverse effect on the Company’s business, financial condition and results of operations. We have not encountered cybersecurity threats or incidents that have materially and adversely affected, or are reasonably likely to materially and adversely affect, the Company’s business, results of operations or financial condition; however, the impacts of such threats or incidents in the future may be material.

Reworded

Due to the Company’s dependence on information technology systems and the important role they play in our business operations, we must constantly improve and update our information technology infrastructure, which can require significant resources. In addition, the Company may decide to undertake initiatives that are intended to improve, among other things, the scalability of our information systems, increase the Company’s data mining abilities, improve payment processing capabilities and enhance our customers’ experience.experience, including through the integration of general artificial intelligence (“AI”) in our platforms and infrastructure. We may not succeed in executing any of these improvements, updates or initiatives, may fail to properly estimate the costs of such improvements, updates or initiatives, or may experience delays in executing our plans, any of which may in turn cause the Company to incur costs that exceed our expectations or disrupt our operations, including our technological services to our customers, or otherwise adversely affect our business, financial condition or results of operations. To the extent that these disruptions persist over time and/or recur, this could negatively impact our competitive position, require additional expenditures, or harm our relationships with our customers and thus may materially and adversely affect our business, financial condition, or results of operations.

Added

The Company has made, and anticipates continuing to make, significant investments in its digital infrastructure and information technology systems in connection with its digital transformation. If we are unsuccessful, or less successful than we anticipate, in implementing this transformation or achieving the expected benefits of such transformation, our business, financial condition, or results of operations could be adversely impacted. In addition, in the event that any digital platforms or technological updates that we have or may develop become obsolete or noncompetitive more quickly than anticipated, our business, financial condition or results of operations could be adversely affected, and we may have to make additional investments in updated technologies.

Reworded

The Company’s success depends in large part on the performance of its key personnel, as well as on its ability to attract, motivate and retain highly qualified senior and middle management and other skilled employees. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute its business plan may be lengthy. The Company may not be successful in retaining its key employees, and the unexpected loss of services of one or more of key personnel could have a material adverse effect on its business because of their skills, knowledge of primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. If the services of any key personnel should become unavailable for any reason, the Company may not be able to identify and hire qualified persons on acceptable terms, or at all, which could have a material adverse effect on the business, financial condition, results of operations and future prospects of the Company. Alternatively,In addition, departing personnel may, directly or indirectly, influence our customers’ decisions to seek financial products and services from our competitors, which could have a material adverse effect on the business, financial condition, results of operations and future prospects of the Company. In an effort to prevent the departure of our employees, we may be required to increase current compensation levels to attract and retain employees, which could negatively impact our business, financial condition, and results of operations.

Reworded

ClimateSevere changeweather events could adversely affect our business,business and affect client activity levels and damage the Company’s reputation.level.

Removed

Concerns over the long-term impacts of climate change have led, and will continue to lead, to governmental efforts around the world to mitigate those impacts. Consumers and businesses are also changing their behavior and business preferences as a result of these concerns. New governmental regulations or guidance relating to climate change, as well as changes in consumers’ and businesses’ behaviors and business preferences, may affect whether and on what terms and conditions we will engage in certain activities or offer certain products or services. The governmental and supervisory focus on climate change could also result in the Company becoming subject to new or heightened regulatory requirements, such as requirements relating to operational resiliency or stress testing for various climate stress scenarios. Any such new or heightened requirements could result in increased regulatory, compliance or other costs or higher capital requirements. In connection with the transition to a low carbon economy, legislative or public policy changes and changes in consumer sentiment could negatively impact the businesses and financial condition of our clients, which may decrease revenues from those clients and increase the credit risk associated with loans and other credit exposures to those clients. Our business, reputation and ability to attract and retain employees may also be harmed if our response to climate change is perceived to be ineffective or insufficient.

Reworded

Furthermore,The the long-term impactsimpact of climatesevere changeweather events may have a negative impact on our customers and their businesses. PhysicalExtreme risksstorms, includehurricanes, extremetornadoes, stormswildfires, orfloods, wildfiresand thatother severe weather events may damage or destroy property and inventory securing loans we make, or may interrupt our customer’s business operations, putting them in financial difficulty, and increasing the risk of default. Severe weather events could also affect the processing of transactions, communications, and our ability to conduct business in impacted areas. In addition, if our underwriting process underestimates the potential impact of severe weather events on our customers and their businesses, there could be a material adverse effect on our business, financial condition and results of operations.

Removed

In addition, if our underwriting process underestimates the potential impact of severe weather events on our customers and their businesses, there could be a material adverse effect on our business, financial condition and results of operations. Our customers are also facing changes in energy and commodity prices driven by climate change, as well as new regulatory requirements resulting in increased operational costs.

Reworded

Global pandemics, such as COVID-19, or localized epidemics, could have a significant adverse impact on our financial condition and results of operations and we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy worsens,deteriorates, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; our ACL may increase if borrowers experience financial difficulties, which will adversely affect our net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; our cybersecurity risks may increase if a significant number of our employees are forced to work remotely; and FDIC premiums may increase if the agency experiences additional resolution costs.

Reworded

Risks Related to the Company’s Merchant Services and Global Payments Businesses

Removed

The exit from all of the Company’s BaaS relationships may cost more than anticipated and may subject us to additional risk.

Removed

During 2024 the Company exited the GPG BaaS business, and only residual operational tasks remain to be completed. Our results of operations could be adversely impacted in future periods if we cannot fully replace deposit accounts acquired through such BaaS relationships, if we incur additional, unanticipated costs, including if we face litigation or other reputational harm related to the winddown of the business. Failure to successfully manage any of these or other risks in connection with exiting these BaaS relationships could have a material adverse effect on our business, financial condition and results of operations.

Reworded

Prior to the Company’s exit of the GPGits BaaS business, we provided global payments infrastructure access to our non-bank financial service partners, which included serving as an issuing bank for third-party managed prepaid and debit card programs nationwide and providing other financial services infrastructure, including cash settlement and custodian deposit services. Federal bank regulators have increasinglypreviously focusedincreased their focus on the risks related to bank and non-bank financial service company partnerships, raisingand have raised concerns regarding risk management, oversight, internal controls, information security, change management, and information technology operational resilience. This focus is demonstrated by recent regulatory enforcement actions against banks that have allegedly not adequately addressed these concerns while growing their non-bank financial service offerings. We could be subject to additional regulatory scrutiny with respect to our priorprior, GPGcurrent BaaSor future lines of business, ourproducts winddownor process and lingering operational tasksservices, which could have a material adverse effect on the business, financial condition, results of operations and growth prospects of the Company. See “—Risks Related to Laws and Regulation and Their Enforcement―The Company and the Bank’s business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment and the laws and regulations that govern it.” and Part I, Item 3.3., “Legal Proceedings.”

Reworded

The Company’s market area contains not only a large number of community and regional banks, but also a significant presence of the country’s largest commercial banks and a growing presence of non-bank financial services companies. The Company competes with other state and large financial institutions, savings and loan associations, savings banks, credit unions and other companies offering financial services. Some of these competitors have a longer history of successful operations nationally and in the New York market area, greater ties to businesses, more expansive banking relationships, more established depositor bases, fewer regulatory constraints, better technology, and lower cost structures than the Company does. Competitors with greater resources may possess an advantage through their ability to maintain numerous banking locations in more convenient sites, conduct more extensive promotional and advertising campaigns, or operate a more developed technology platform. Due to their size, many competitors may offer a broader range of products and services, as well as better pricing for certain products and services than the Company can offer. Larger banks may also have more resilient operational and intellectualinformation technology infrastructure. Further, increased competition among financial services companies due to the continued consolidation of financial institutions may adversely affect the Company’s ability to market its products and services.

Added

The Company previously exited from the business associated with digital currency entities and from the BaaS business. The deregulatory efforts of the current presidential administration may lead regulatory agencies to revise their positions and objectives so that our competitors may be able to continue, or begin, to operate lines of business similar to those we previously exited. As a result, the Company may be at a competitive disadvantage if it were to decide to reenter such lines of business and as such we may not be successful in reentering these markets.

Reworded

Uncertainty in the development, deployment, use and regulation of artificial intelligenceAI could subject us to additional risks.

Reworded

AsWe have made, and expect to continue making, investments in the integration of AI in our platform, products, and services, as we expect that we will need to integrate AI into our business to remain competitive. However, as with many innovations, artificial intelligence (“AI”) presents risks and challenges that could adversely impact our business or our customers. The development, adoption, and use case for generative AI technologies are still in their early stages and may be ineffective or inadequate. AI development or deployment practices by the Company, our customers, or third-party developers or vendors could result in unintended consequences. For example, AI algorithms could be flawed or may be based on datasets that are inaccurate, biased or insufficient. In addition, we may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility. We may also be unsuccessful in, or fail to achieve the expected benefits of, our use of AI, and if our AI-related offerings fail to operate as anticipated or as well as competing offerings or do not meet customer needs, we may be unable to recoup our investments in AI and our competitive position may be harmed. There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. In addition, third parties may deploy AI technologies to commit fraud against us or in a manner that reduces customer demand for our business or financial products and services. Any of the foregoing may result in decreased demand for our products, harm to our business, results of operations or reputation, or a negative impact on our customers and their business.

Reworded

TheAdditionally, legal andthe regulatory landscapeenvironment surrounding AI technologies is rapidlystill evolvingin and uncertain,development, including in the areas of intellectual property, cybersecurity, and privacy and data protection.protection, and new laws or regulations could emerge that require substantial adjustments to our business practices. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or reputational harm.

Reworded

Compliance with these laws and regulations is difficult and costly, and changes to these laws and regulations often impose additional compliance costs. Failure to comply with these laws and regulations could subject the Company and/or the Bank to restrictions on their business activities, fines and other penalties, the commencement of informal or formal enforcement actions against them, and other negative consequences, including reputational damage, any of which could adversely affect their business, financial condition, results of operations, capital base and the price of its securities. Further, any new laws, rules and regulations, includingor changes to regulatorythe policyinterpretation or application of existing laws, rules and regulations, on the promulgationfederal, state or municipal level is out of newour lawscontrol, may be implemented with little or no prior notice, and regulations following the inauguration of the new presidential administration in the U.S, could make compliance more difficult or expensive.

Reworded

During 20242024, the Company exited theits GPG BaaS business, and only residual operational tasks remain to be completed.business. The Company has been subject to investigations by governmental entities concerning a prepaid debit card product program that was offered through the GPG BaaS business. As previously disclosed, the Bank entered into (i)consent an Order to Cease and Desist and Order of Assessment of a Civil Money Penalty Issued Upon Consentorders with the FRB (theand “FRBNYDFS Consent Order”), effective October 16,in 2023, andeach (ii)of awhich Consent Order with the NYSDFS (the “NYSDFS Consent Order”), effective October 18, 2023. The FRB Consent Order and NYSDFS Consent Order constituteconstituted separate consensual resolutions with each of the FRB and the NYSDFSNYDFS with respect to their investigations, each of which is now closed as a result of such order. The FRB has subsequently lifted its order. In the third quarter of 2024, the Company recorded a $10.0 million regulatory reserve in connection with an investigation by the Attorney General of the State of Washington that was resolved in the fourth quarter of 2024. Additional enforcement or other actions arising out of the prepaid debit card program or otherwise could have a materially adverse effect on the Company and the Bank’s assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations. For further discussion see Part I, Item 3.3., “Legal Proceedings.”

Reworded

Changes in federal policies and regulations by the executive branch and regulatory agencies may occur over time through the newcurrent presidential administration’s and/or Congress’s policy and personnel changes, which could lead to changes impacting the Company.Company However,and its customers. For example, changes in federal immigration policy or shifts in foreign relations could negatively affect the nature,EB-5 timingProgram’s attractiveness to developers and economicinternational investors. Furthermore, potential EB-5 Program investors may instead elect to participate in the “Gold Card” program, and politicaltherefore effectsreduce the availability of funding for USCIS approved projects. In addition, any budget reductions or funding restrictions, discontinuance or reduction of federal matching, change in payment methodology or delays in states in which our healthcare industry customers operate could adversely affect such potentialcustomers, changeswhich remainin highlyturn uncertain.could Anyimpact futuretheir changesability to fulfill the payment obligations owed to us. If any of the foregoing were to occur, it could affect us in substantial and unpredictable ways. At this time, it is unclear whether and how any future changes or uncertainty surrounding future changes will adversely affect our business, financial conditionbusiness and results of operations.

Added

However, the nature, timing and economic and political effects of such potential changes remain highly uncertain. Any future changes could affect us in substantial and unpredictable ways. At this time, it is unclear whether and how any future changes or uncertainty surrounding future changes will adversely affect our business, financial condition and results of operations. In addition, changes in the way in which existing statutes and regulations are interpreted or applied by courts and government agencies could affect the economy and banking industry, including our business and results of operations, in ways that are difficult to predict.

Reworded

Federal income tax treatment of corporations and other federal and state tax provisions may be clarified and/or modified by legislative, administrative or judicial changes or interpretations at any time. Any such changes could adversely affect the Company, either directly, or indirectly as a result of effects on the Company’s customers. In addition, on July 4, 2025, the OBBA was signed into law, which included a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions from the Tax Cuts and Jobs Act of 2017 and accelerating the phase-out of certain incentives from the IRA.

Reworded

The USA PATRIOT Act and the BSA require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. While we have developed policies and procedures reasonably designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.

Added

We may not pay regular future dividends on our common stock and thus shareholders should look to appreciation of our common stock to realize a gain on their investments.

Added

We declared cash dividends of $0.15 per share in each of the third and fourth quarters of 2025, respectively, as well as a cash dividend of $0.20 per share in the first quarter of 2026. However, we may not pay dividends in the future, and any dividends that we do pay may be less than those previously declared. Our future dividend policy is subject to the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements and general financial condition, and other factors. Accordingly, shareholders should look to appreciation of our common stock to realize a gain on their investment. This appreciation may not occur or may occur only over a longer timeframe. See Part II, Item 5., “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for additional information regarding the Company’s dividend declarations.

Added

Although we have implemented a share repurchase program, we have discretion to not repurchase shares and to amend or suspend the program.

Added

In aggregate, the Board of Directors has authorized $100 million of share repurchases since March 2025. However, the Board of Directors may amend or suspend the share repurchase program at any time in its discretion. Shareholders may not be able to sell shares on a timely basis in the event the Board of Directors amends or suspends the share repurchase program. The number of shares to be repurchased and the timing of repurchases, if any, will depend on several factors, including market conditions, prevailing share price, corporate and regulatory requirements, and other considerations. Although the share repurchase program is intended to enhance long-term shareholder value, we cannot provide assurance that this will occur. Furthermore, the share repurchase plan does not obligate the Company to acquire any amount of its common stock, and therefore should not be considered a guaranteed method to sell shares promptly or at a desired price. See Part II, Item 5., “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for additional information regarding the Company’s share repurchase program.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

5new paragraphs
8removed paragraphs
32reworded paragraphs
5,736 → 5,410words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: impairment, credit rating, interest rate

Paragraph as it now reads, with added and removed wording marked:

Effective January 1, 2023, the Company estimates and recognizes an ACL for HTM debt securities pursuant to ASC 326. The Company has a zero loss expectation for nearly all of its HTM securities portfolio, and has no ACL related to these securities. For the small portion of the HTM securities portfolio that does not have a zero loss expectation, the ACL is based on each security’s amortized cost, excluding interest receivable, and represents the portion of the amortized cost that the Company does not expect to collect over the life of the security. The ACL is determined using average industry credit ratings and related historical loss experience, and is initially recognized upon acquisition of the securities, and subsequently remeasured on a recurring basis. ObligationsAt December 31, 2025, obligations of U.S. State and Municipal securities were rated investment grade at December 31, 2023 and the associated ACL was immaterial. Effective January 1, 2023, pursuant to ASC 326, the Company evaluates AFS debt securities that experienced a decline in fair value below amortized cost for credit impairment. In performing an assessment of whether any decline in fair value is due to a credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or the collateral underlying the security. If it is determined that the decline in fair value was due to credit, an ACL is recorded, limited to the amount the fair value is less than the amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost. 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 year ended December 31, 2024.
see in full comparison
New text topics: impairment, credit rating, interest rate
“Effective January 1, 2023, pursuant to ASC 326, the Company evaluates AFS debt securities that experienced a decline in fair value below amortized cost for credit impairment. …”
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Removed text topics: regulation
“In early 2024, following its decision to exit all consumer facing BaaS relationships, the Company decided to exit all GPG BaaS relationships. The decision to terminate these financial service partnerships will reduce the Company’s exposure to the heightened, and evolving, regulatory standards related to these activities. …”
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Reworded topics: goodwill

Paragraph as it now reads, with added and removed wording marked:

The Company performedhad an$9.7 million of goodwill associated with a purchase of a prepaid third-party debit card business as of December 31, 2025. Based on its annual impairment assessmentassessment, andthe Company determined that no impairment of goodwill existed as of OctoberDecember 1,31, 2024.2025.
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Reworded topics: competition

Paragraph as it now reads, with added and removed wording marked:

Interest expense increaseddecreased by $62.7$3.3 million to $212.0 million for 2025, as compared to $215.3 million for 2024, as compared to $152.6 million for 2023.2024. The increasedecrease from the prior year was due primarily to the 6730 basis point increasedecrease in total cost of funds that primarily reflects the relativelyreduction highin short-term interest rates inthat thefavorably earlierimpacted partour cost of the year, the intense competition for deposits, and a shift from non-interest bearing deposits to interest bearing funding primarily related to the GPG exit.
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Reworded topics: interest rate

Paragraph as it now reads, with added and removed wording marked:

Interest income increased by $93.0$46.9 million to $515.3 million for 2025, as compared to $468.4 million for 2024, as compared to $375.4 million for 2023.2024. The increase from the prior year was due primarily to the $694.9$730.9 million increase in the average balance of loans, and the 66 basis point increase in the average yield for loans. The increase in average yields on loans reflects the increase in prevailing market interest rates on existing floating rate loans, as well as higher yields on new loan production.
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Full comparison: every changed paragraph (45)

Green = added, red = removed. Unchanged paragraphs, 17 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

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. For an analysis of 20232024 results compared with 20222023 results, see Part II, Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the annual report on Form 10-K for the year ended December 31, 20232024 filed with the SEC.

Reworded

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 qualifiedUSCIS foreignapproved investors.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 sixseven strategically located banking centers, generate a stable source of deposits to support the growth of our diverse loan portfolio.portfolio and other assets.

Reworded

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.

Removed

Recent Events

Removed

In early 2024, following its decision to exit all consumer facing BaaS relationships, the Company decided to exit all GPG BaaS relationships. The decision to terminate these financial service partnerships will reduce the Company’s exposure to the heightened, and evolving, regulatory standards related to these activities. This decision was supported by a careful review by the Board of Directors and management and reflected recent developments in the payments and non-bank financial service industry, regulations applicable to this business line of the Company, and a strategic assessment of the business case for the Company’s further involvement at this time. During 2024 the Company exited the GPG BaaS business, and only residual operational tasks remain to be completed.

Removed

In 2024, the Company commenced a digital transformation initiative to modernize its core payment and online banking systems to support future business expansion, drive efficiencies and enable a better client experience. This digital transformation initiative is expected to be completed by year-end 2025.

Reworded

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 off 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 additionschanges to the ACL based on the regulators’ observations.

Reworded

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 as necessary on a quarterly basis to account for changes in forecasts, facts and circumstances.

Reworded

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 weights on the more optimistic and adverse scenarios. All else equal, the impact of this hypothetical forecast would result in a net increase of approximately $7.3$9.7 million, or 11.6%,9.9%, in the Company’s total ACL for loans and loan commitments as of December 31, 2024.2025. 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. For further discussion of the ACL, see Part I, Item 1., “Business—Asset Quality—Allowance for Credit Losses—Loans and Loan Commitments.”

Reworded

Total cash and cash equivalents were $200.3$393.6 million at December 31, 2024,2025, aan decreaseincrease of $69.2$193.3 million, or 25.7%,96.5%, from December 31, 2023.2024. The decreaseincrease was due primarily to an increase of $1.4 billion in deposits, partially offset by an increase in the loan book of $409.3$776.2 million and ana $89.0decrease of $450.0 million decrease in wholesale funding, partially offset by a $245.7 million increase in deposits and an $87.6 million decrease in receivables from the GPG exit.funding.

Reworded

Total securities were $915.8$941.2 million at December 31, 2024,2025, aan decreaseincrease of 1.8%2.8% from December 31, 2023.2024. The change reflects $92.9$199.1 million of purchases of securities, partially offset by $179.8 million in paydowns and maturities of AFSsecurities, and HTM securities, partially offset by $72.8$18.4 million ofin purchasessales of AFS securities.

Reworded

ThereAt 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. At December 31, 2024, there were $750.3 million and $845.7 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $65.5 million and $60.0 million were encumbered, at December 31, 2024 and 2023, respectively.encumbered.

Reworded

Effective January 1, 2023, the Company estimates and recognizes an ACL for HTM debt securities pursuant to ASC 326. The Company has a zero loss expectation for nearly all of its HTM securities portfolio, and has no ACL related to these securities. For the small portion of the HTM securities portfolio that does not have a zero loss expectation, the ACL is based on each security’s amortized cost, excluding interest receivable, and represents the portion of the amortized cost that the Company does not expect to collect over the life of the security. The ACL is determined using average industry credit ratings and related historical loss experience, and is initially recognized upon acquisition of the securities, and subsequently remeasured on a recurring basis. ObligationsAt December 31, 2025, obligations of U.S. State and Municipal securities were rated investment grade at December 31, 2023 and the associated ACL was immaterial. Effective January 1, 2023, pursuant to ASC 326, the Company evaluates AFS debt securities that experienced a decline in fair value below amortized cost for credit impairment. In performing an assessment of whether any decline in fair value is due to a credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or the collateral underlying the security. If it is determined that the decline in fair value was due to credit, an ACL is recorded, limited to the amount the fair value is less than the amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost. 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 year ended December 31, 2024.

Added

Effective January 1, 2023, pursuant to ASC 326, the Company evaluates AFS debt securities that experienced a decline in fair value below amortized cost for credit impairment. In performing an assessment of whether any decline in fair value is due to a credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or the collateral underlying the security. If it is determined that the decline in fair value was due to credit, an ACL is recorded, limited to the amount the fair value is less than the amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost. 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 year ended December 31, 2025.

Reworded

Total loans, net of deferred fees and unamortized costs, were $6.0$6.8 billion at December 31, 2024,2025, an increase of 7.3%12.9% from December 31, 2023.2024. The increase was due primarily to an increase of $459.7$884.1 million in CRE loans (including owner occupied), partially offset by a $90.8$174.5 million decrease in multi-familyC&I loans. For the year ended December 31, 2024,2025, the Company’s loan production was $1.3$1.9 billion, as compared to $1.4$1.3 billion for the year ended December 31, 2023.2024. As of December 31, 2024,2025, total loans consisted primarily of CRE, including multi-family mortgage loans, and C&I. At December 31, 2024,2025, 80.5%75.9% of the CRE and C&I loan portfolio was concentrated in the New York metropolitan area, mainly New York City, and Florida. At December 31, 2024,2025, the Company’s loan portfolio includes loans to the following industries (dollars in thousands):

Reworded

Non-performing loans decreasedincreased to $86.9 million at December 31, 2025 from $32.6 million at December 31, 2024 from $51.9 million at December 31, 2023,2024, primarily due to onea single out-of-market CRE multi-family loan relationship that returnedwas toclassified accrualas status.non-performing in the third quarter of 2025. The table below sets forth key asset quality ratios (dollars in thousands):

Removed

N.M. — not meaningful

Reworded

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-offcharged off against the ACL when management believes the loan is uncollectible. Subsequent recoveries, if any, are credited to the ACL. Loans are normally placed on nonaccrual status if it is probable that the Company will be unable to collect the full payment of principal and interest when due according to the contractual terms of the loan agreement or the loan is past due for a period of 90 days or more, unless the obligation is well-secured and is in the process of collection. 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.

Reworded

The ACL for loans was $97.1 million at December 31, 2025, as compared to $63.3 million at December 31, 2024, as compared to $58.0 million at December 31, 2023.2024. The ratio of ACL to total loans was 1.43% at December 31, 2025 compared to 1.05% at December 31, 2024 compared to 1.03% at December 31, 2023.2024. The increase in the ACL was primarily due to loan growth and a provision related to a single C&Iout-of-market loan.CRE multi-family loan relationship that was classified as non-performing in the third quarter of 2025.

Reworded

The following table sets forth the ACL allocated by loan category for the periods indicated (dollars in thousands):

Reworded

The Company performedhad an$9.7 million of goodwill associated with a purchase of a prepaid third-party debit card business as of December 31, 2025. Based on its annual impairment assessmentassessment, andthe Company determined that no impairment of goodwill existed as of OctoberDecember 1,31, 2024.2025.

Reworded

Other assets were $183.3$187.2 million at December 31, 2024,2025, an increase of $10.7$3.9 million from December 31, 2023.2024. The increase was due primarily to increases in premises and equipment and accrued interest receivables, partially offset by a decrease in lease right of use assets and tax related assets. Other liabilities were $109.9$103.8 million at December 31, 2024,2025, ana increasedecrease of $15.9$6.1 million from December 31, 2023.2024. The increasedecrease was due primarily to increasesdecreases in lease liabilities and accounts payable, accrued expenses and other liabilities, including lease liabilities.

Reworded

Total deposits were $6.0$7.4 billion at December 31, 2024,2025, an increase of $245.7$1.4 million,billion, or 4.3%,23.3%, from December 31, 2023.2024. The increase in deposits from December 31, 2023,2024 was due primarily to an increase of $934.7 millionbroadly spread across most of the Bank’s various deposit verticals, partially offset by a $689.0 million decrease in GPG deposits due to the completion of the GPG exit.verticals. Non-interest-bearing demand deposits were 22.3%20.1% of total deposits at December 31, 2024,2025, compared to 32.0%22.3% at December 31, 2023.2024.

Reworded

To support the balance sheet, the Company may at times utilize FHLB advances or other funding sources. At December 31, 2025, the Company had no outstanding Federal funds purchased or FHLBNY advances. At December 31, 2024, the Company had $210.0 million of Federal funds purchased and $240.0 million of FHLBNY advances. At December 31, 2023, the Company had $99.0 million of Federal funds purchased and $440.0 million of FHLBNY advances. The Company had cash on deposit with the FRBNY and available secured wholesale funding borrowing capacity of $ 2.9$3.3 billion and $3.1$2.9 billion, respectively, at December 31, 20242025 and 2023,2024, respectively.

Reworded

The Federal Reserve established the Bank Term Funding Program (“BTFP”) on March 12, 2023, as a funding source for eligible depository institutions. Advances can no longer be requested under the program. The BTFP was created to provide short-term liquidity (up to one-year) against the par value of certain high-quality collateral, such as U.S. Treasury securities. At December 31, 2025 and 2024, the Company had no outstanding FRB term loans under the BTFP.

Added

Net income was $71.1 million for 2025, an increase of $4.4 million as compared to $66.7 million for 2024. This increase primarily reflects the $18.7 million increase in net interest income, partially offset by a $12.0 million decrease in non-interest income, driven primarily by the absence of $13.4 million in Banking-as-a-Service revenue and a $2.4 million increase in total non-interest expense. For further information on the change in non-interest expense, see — Non-Interest Expense” below.

Removed

Net income was $66.7 million for 2024, a decrease of $10.6 million as compared to $77.3 million for 2023. This decrease primarily reflects the pre-tax $10.0 million regulatory reserve recorded in the third quarter of 2024, the $5.0 million reversal of the reserve in 2023, a $10.9 million increase in compensation and benefits related to the increase in the number and mix of employees, as well as severance related expenses, and a $6.1 million increase in technology costs primarily related to the digital transformation initiatives, partially offset by a $36.3 million increase in net interest income.

Reworded

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 included 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 and prepayment income.

Reworded

Net interest margin was 3.53%3.88% for 2024,2025, as compared to 3.49%3.53% for 2023,2024, the 435 basis point increase was primarily driven by anthe increasedecrease in the average balance of loans and the yield on loans, partially offset by an increase in the average balance of deposits and the cost of funds.funds and loan spread discipline.

Reworded

Total cost of funds for 20242025 was 332302 basis points compared to 265332 basis points for 2023,2024, which primarily reflects the relativelyreduction highin short-term interest rates inthat thefavorably earlierimpacted partour cost of the year, the intense competition for deposits, and a shift from non-interest bearing deposits to interest bearing funding primarily related to the GPG exit.deposits.

Reworded

Interest income increased by $93.0$46.9 million to $515.3 million for 2025, as compared to $468.4 million for 2024, as compared to $375.4 million for 2023.2024. The increase from the prior year was due primarily to the $694.9$730.9 million increase in the average balance of loans, and the 66 basis point increase in the average yield for loans. The increase in average yields on loans reflects the increase in prevailing market interest rates on existing floating rate loans, as well as higher yields on new loan production.

Reworded

Interest expense increaseddecreased by $62.7$3.3 million to $212.0 million for 2025, as compared to $215.3 million for 2024, as compared to $152.6 million for 2023.2024. The increasedecrease from the prior year was due primarily to the 6730 basis point increasedecrease in total cost of funds that primarily reflects the relativelyreduction highin short-term interest rates inthat thefavorably earlierimpacted partour cost of the year, the intense competition for deposits, and a shift from non-interest bearing deposits to interest bearing funding primarily related to the GPG exit.

Reworded

The provision for credit losses for loans and loan commitments was $6.3$37.6 million for 2024,2025, as compared to $12.3$6.3 million for 2023.2024. The decreaseincrease from the prior year was primarily due primarily to slowera single out-of-market CRE multi-family loan growthrelationship that was classified as non-performing in the third quarter of 2025 and lessloan provisions for individual loans in 2024.growth.

Reworded

Non-interest income decreased by $4.1$12.0 million to $11.9 million for 2025, as compared to $23.8 million for 2024, as compared to $27.9 million for 2023.2024. The decrease from the prior year was driven primarily by lowerthe GPGabsence revenueof as$13.4 that business was wound down, partially offset by an increasemillion in serviceBanking-as-a-Service charges on deposit accounts.revenue.

Added

Non-interest expense was $176.0 million for 2025, an increase of $2.4 million from 2024. The increase from the prior year was due primarily to a $7.2 million increase in deposit program fees, a $6.2 million increase in compensation and benefits related to the increase in the number and mix of employees, and a $6.1 million increase in technology costs related to the digital transformation initiatives, partially offset by a decrease of $9.5 million in the regulatory settlement reserve, a $6.4 million decrease in professional fees and a decrease of $2.2 million in FDIC assessments.

Removed

Non-interest expense increased by $42.0 million to $173.6 million for 2024 as compared to $131.5 million for 2023. The increase from the prior year was due primarily to the pre-tax $10.0 million regulatory reserve recorded in the third quarter of 2024, the $5.0 million reversal of the reserve in 2023, a $10.9 million increase in compensation and benefits and a $6.1 million increase in technology costs. The pre-tax $10.0 million regulatory reserve recorded in 2024 was related to a matter involving the Attorney General of the State of Washington that was resolved in the fourth quarter of 2024. The $5.0 million reversal of the regulatory reserve in 2023 was related to the resolution of the FRB and NYSDFS consent orders. For further discussion see Part I, Item 3., “Legal Proceedings.” The $10.9 million increase in compensation and benefits related to the increase in the number and mix of employees, as well as severance related expenses. The increase in the number of full-time employees to 291 for 2024, as compared to 275 for 2023 was in line with business growth and our expanding risk management program. The $6.1 million increase in technology costs was due primarily to the digital transformation initiatives.

Added

The effective tax rate for 2025 was 30.0% compared to 31.3% for 2024.

Removed

The effective tax rate for 2024 was 31.3% compared to 27.7% for 2023. The effective tax rate for the prior year reflects a discrete tax item related to the exercise of stock options in the third quarter of 2023 and the reversal of the regulatory settlement reserve in that year.

Reworded

Liquidity is the ability to quickly and 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 and securities and borrowings are predictable sources of funds, deposit flows, mortgage prepayments and securities sales may be greatly influenced by the general level of interest rates and changes thereto, economic conditions and competition.

Reworded

At December 31, 2024,2025, the Company had $210.0zero million ofoutstanding Federal funds purchased and $240.0 million ofor FHLBNY advances. At December 31, 2024,2025, the Company had cash on deposit with the FRBNY and available secured wholesale funding borrowing capacity of $2.9$3.3 billion.

Reworded

The Company’s primary investing activities are the origination, and to a lesser extent, purchase of loans and securities. The Company originated $1.3$1.9 billion and $1.4$1.3 billion of loans during the years ended December 31, 20242025 and 2023,2024, respectively. During the yearyears ended December 31, 2025 and 2024, the Company purchased $199.1 million and $72.8 million of AFS securities. During the year ended December 31, 2023, the Company purchased $46.8 million and $24.6 million of AFS and HTM securities, respectively.

Reworded

Financing activities consist primarily of activity in deposit accounts and borrowings. The Company generates deposits from businesses and individuals through client referrals and other relationships and through its retail presence. The Company has established deposit concentration thresholds to avoidhelp minimize the possibilityprobability of dependenceover-reliance on any single depositor base for funds. Total deposits were $6.0$7.4 billion at December 31, 2024,2025, an increase of $245.7$1.4 million,billion, or 4.3%,23.3%, from December 31, 2023.2024.

Reworded

The Company and the Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. At December 31, 20242025 and December 31, 2023, the Company and2024, the Bank met all applicable regulatory capital requirementsrequirements, toand bethe Bank is 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 and Bank’s capital ratios for the periods indicated:

Added

At December 31, 2025 and December 31, 2024, total CRE loans were 376.5% and 346.1% of the Bank’s risk-based capital, respectively. The increase in the CRE concentration ratio was influenced by the Bank funding the share repurchase program and the anticipated quarterly dividends at the holding company level. See Part II, Item 5., “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for additional information regarding the Company’s quarterly dividends and share repurchase program.

Removed

At both December 31, 2024 and December 31, 2023, total CRE loans were 346.1% and 368.1% of the Bank’s risk-based capital, respectively.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-31 (period ending 2026-06-30) with 10-Q filed 2026-05-08 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

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.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

14new paragraphs
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3,981 → 4,621words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: interest rate
“Interest expense decreased $5.7 million to $99.5 million for the six months ended June 30, 2026 as compared to $105.2 million for the six months ended June 30, 2025, due primarily to a 55 basis point decrease in the total cost of funds reflecting the reduction in short-term interest rates and the $324.4 million decrease in the average balance of borrowed funds.”
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New text
“On June 19, 2026, the Board of Directors of the Company approved a new share repurchase program pursuant to which the Company is authorized to repurchase up to $50.0 million of its outstanding common stock, par value $0.01 per share (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be conducted 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, which allows stock repurchases when the Company might otherwise be precluded from doing so. …”
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New text
“The ACL for loans was $62.0 million at June 30, 2026, as compared to $97.1 million at December 31, 2025. The $35.1 million decrease in the ACL primarily reflects the charge-offs related to the two aforementioned out-of-market CRE loan relationships that were previously provisioned for, and adjustments made to the Bank’s allowance for credit loss estimation process in the first quarter of 2026, partially offset by loan growth. The measurement of the ACL is based on historical experience, current conditions, and reasonable and supportable forecasts. …”
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Reworded

Paragraph as it now reads, with added and removed wording marked:

The provision for credit losses for the threesix months ended MarchJune 31,30, 2026 was ($2.3)$11.0 million, as compared to $4.5$10.9 million for the threesix months ended MarchJune 31,30, 2025. The releaseprovision reflects $19.3 million of credit losses related to the aforementioned single C&I loan in a non-core portfolio segment as well as one C&I and two CRE loans that were provisioned and subsequently charged-off in the first quarter of 2026. The provision for creditthe lossessix primarilymonths ended June 30, 2026 also reflects a decrease of $11.8$6.4 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.process. 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.
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Removed text
“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. …”
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New text
“As the Company continues to work diligently toward the resolution of the credits that make up its nonperforming loan portfolio, non-performing loans decreased to $67.0 million at June 30, 2026 compared to $86.9 million at December 31, 2025. The decrease primarily reflects the charge-offs for two out-of-market CRE loan relationships, and two C&I loans, partially offset by the addition of one C&I loan in a non-core private equity portfolio segment that only contains one other loan. …”
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Full comparison: every changed paragraph (46)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

On June 6, 2026, William Reinhardt retired from the Board of Directors and the board of directors of the Bank.

Added

On June 19, 2026, the Board of Directors of the Company approved a new share repurchase program pursuant to which the Company is authorized to repurchase up to $50.0 million of its outstanding common stock, par value $0.01 per share (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be conducted 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, which allows stock repurchases when the Company might otherwise be precluded from doing so. The number of shares to be repurchased and the timing of repurchases, if any, will depend on several factors, including market conditions, prevailing share price, corporate and regulatory requirements, and other considerations.

Added

The Share Repurchase Program represents a newly authorized program that replaces and supersedes the previously disclosed program that was authorized by the Company’s Board of Directors on July 17, 2025.

Added

The Company intends to fund the Share Repurchase Program with available cash. The Share Repurchase Program 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.

Removed

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.

Removed

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.

Reworded

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 chargedcharged-off 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.

Reworded

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$2.5 million, or 5.3%,4.0%, in the Company’s total ACL for loans and loan commitments as of MarchJune 31,30, 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.

Reworded

The Company had total assets of $8.8$8.9 billion at MarchJune 31,30, 2026, an increase of $588.4$603.0 million, or 7.1%,7.3%, from December 31, 2025. Total cash and cash equivalents were $239.3 million at June 30, 2026, as compared to $393.6 million at December 31, 2025.

Removed

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.

Reworded

Total securities were $1.0$1.1 billion at MarchJune 31,30, 2026, an increase of $62.0$147.3 million or 6.6%,15.7%, from December 31, 2025. The increase was primarily due to the purchase of $109.0$230.7 million of AFS and HTM securities, partially offset by the $42.9$76.7 million paydown and maturities of AFS and HTM securities.

Reworded

Total loans, net of deferred fees and unamortized costs, were $7.0$7.3 billion at MarchJune 31,30, 2026, an increase of $236.3$518.7 million, or 3.5%,7.6%, from December 31, 2025. The increase in total loans from December 31, 2025 was due primarily to an increase of $233.1$563.4 million in CRE loans (including owner-occupied). At MarchJune 31,30, 2026, 75.1%73.2% of the CRE and C&I loan portfolio was concentrated in the New York metropolitan area, mainly New York City, and Florida.

Reworded

As of MarchJune 31,30, 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):

Reworded

The largest concentration in the loan portfolio is to the healthcare industry, which amounted to $3.1$3.4 billion, or 43.7%45.9% of total loans, at MarchJune 31,30, 2026, including $3.0$3.3 billion in loans to skilled nursing facilities.

Added

As the Company continues to work diligently toward the resolution of the credits that make up its nonperforming loan portfolio, non-performing loans decreased to $67.0 million at June 30, 2026 compared to $86.9 million at December 31, 2025. The decrease primarily reflects the charge-offs for two out-of-market CRE loan relationships, and two C&I loans, partially offset by the addition of one C&I loan in a non-core private equity portfolio segment that only contains one other loan. The loan portfolio remains fundamentally sound, with pass-rated loans representing approximately 97% of total loans. The table below sets forth key asset quality ratios (dollars in thousands):

Removed

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):

Added

The ACL for loans was $62.0 million at June 30, 2026, as compared to $97.1 million at December 31, 2025. The $35.1 million decrease in the ACL primarily reflects the charge-offs related to the two aforementioned out-of-market CRE loan relationships that were previously provisioned for, and adjustments made to the Bank’s allowance for credit loss estimation process in the first quarter of 2026, partially offset by loan growth. The measurement of the ACL is based on historical experience, current conditions, and reasonable and supportable forecasts. Management believes that the ACL for loans and loan commitments is adequate to cover expected credit losses over the life of the loan portfolio. See “— Critical Accounting Policies” above for more information on the Bank’s allowance for credit losses.

Removed

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.

Reworded

Total deposits were $7.7 billion at MarchJune 31,30, 2026, an increase of $362.5$354.3 million, or 4.9%,4.8%, from December 31, 2025. The increase in total deposits from December 31, 2025 was duebroadly primarily to increasesdistributed across most of the Company’sBank’s various deposit verticals. Non-interest-bearing demand deposits were 19.9%20.6% of total deposits at MarchJune 31,30, 2026, compared to 20.1% at December 31, 2025.

Reworded

At MarchJune 31,30, 2026, the aggregate estimated amount of FDIC uninsured deposits was $2.0$2.1 billion, and the aggregate estimated amount of uninsured time deposits was $46.7$44.5 million. The following table presents the scheduled maturities of time deposits greater than $250,000 (in thousands):

Reworded

To support the balance sheet, the Company may at times utilize FHLB advances or other funding sources. At MarchJune 31,30, 2026, and December 31, 2025, the Company had no outstanding Federal funds purchased or FHLBNY advances.

Reworded

Accumulated other comprehensive loss, net of tax, was $39.2$39.0 million at MarchJune 31,30, 2026, a decrease of $0.5$0.7 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.

Reworded

Net income was $31.4$19.2 million for the firstsecond quarter of 2026, an increase of $15.1 million$456,000 as compared to $16.4$18.8 million for the firstsecond quarter of 2025. This increase was due primarily to a $19.0$16.8 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$1.7 million decrease in FDIC assessments, partially offset by a $2.6$6.9 million increase in depositthe relatedprovision programfor fees,credit alosses, $2.4$5.1 million increase in compensation and benefitsbenefits, and a $2.0$1.8 million increaseone-time accrual for an adverse judgment in technologya costs.legal matter.

Added

Net income was $50.6 million for the six months ended June 30, 2026, an increase of $15.5 million as compared to $35.1 million for the six months ended June 30, 2025. This increase was due primarily to a $35.8 million increase in net interest income and a $2.8 million decrease in FDIC assessments, partially offset by a $7.5 million increase in compensation and benefits related to the increase in the number of employees, a $3.5 million increase in deposit related program fees, a $3.0 million increase in technology costs, and a $1.8 million one-time accrual for an adverse judgment in a legal matter.

Reworded

Net interest margin for the firstsecond quarter of 2026 was 4.08% compared to 3.68%3.83% for the firstsecond quarter of 2025. The 4025 basis point increase reflects the decline in short-term interest rates.

Reworded

Interest income increased $16.2$13.9 million to $134.9$140.9 million for the firstsecond quarter of 2026 compared to $118.8$127.0 million for the firstsecond quarter of 2025, primarily due to athe $724.7$536.6 million increase in the average balance of loansloans, andthe a $424.0$566.2 million increase in the average balance of overnight deposits.deposits, and the $89.5 million increase in the average balance of securities.

Added

Interest income increased $30.1 million to $275.9 million for the six months ended June 30, 2026 as compared to $245.8 million for the six months ended June 30, 2025, primarily due to the $630.1 million increase in the average balance of loans and the $495.5 million increase in the average balance of overnight deposits.

Reworded

Interest expense decreased $2.8$2.9 million to $49.0$50.5 million for the firstsecond quarter of 2026 as compared to $51.8$53.4 million for the firstsecond quarter of 2025 due primarily to the 5853 basis point decrease in the total cost of funds that reflects the reduction in short- termshort-term interest rates.

Added

Interest expense decreased $5.7 million to $99.5 million for the six months ended June 30, 2026 as compared to $105.2 million for the six months ended June 30, 2025, due primarily to a 55 basis point decrease in the total cost of funds reflecting the reduction in short-term interest rates and the $324.4 million decrease in the average balance of borrowed funds.

Added

The provision for credit losses for the three months ended June 30, 2026 was $13.3 million, as compared to $6.4 million for the three months ended June 30, 2025. The increase in the provision for credit losses was driven primarily by a single C&I loan in a non-core portfolio segment.

Reworded

The provision for credit losses for the threesix months ended MarchJune 31,30, 2026 was ($2.3)$11.0 million, as compared to $4.5$10.9 million for the threesix months ended MarchJune 31,30, 2025. The releaseprovision reflects $19.3 million of credit losses related to the aforementioned single C&I loan in a non-core portfolio segment as well as one C&I and two CRE loans that were provisioned and subsequently charged-off in the first quarter of 2026. The provision for creditthe lossessix primarilymonths ended June 30, 2026 also reflects a decrease of $11.8$6.4 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.process. 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.

Reworded

Non-interest income decreased $1.1 million$61,000 to $2.6 million for the firstsecond quarter of 2026, as compared to $3.6$2.6 million for the firstsecond quarter of 2025, driven primarily by thea absence of one-time non-refundable program fees of $822,000 reflecteddecrease in theloan firstproduction quarterfees, ofpartially 2025.offset by an increase in service charges on deposit accounts.

Added

Non-interest income decreased $1.1 million to $5.1 million for the six months ended June 30, 2026, as compared to $6.2 million for the six months ended June 30, 2025 driven primarily by a $1.2 million decrease in loan production fees.

Reworded

Non-interest expense increased $3.7$8.7 million to $46.4$51.8 million for the firstsecond quarter of 2026, compared to the firstsecond quarter of 2025 due primarily to a $2.6 million increase in deposit related program fees, $2.4$5.1 million increase in compensation and benefitsbenefits, a $1.8 million one-time accrual for an adverse judgment in a legal matter, and $2.0$1.1 million increase in technology costs, partially offset by a $1.8 million decrease in professional fees and a $1.1$1.7 million decrease in the FDIC assessment.

Added

Non-interest expense increased $12.4 million to $98.2 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, due primarily to an increase of $7.5 million in compensation and benefits due to the increase in the number of employees, a $3.5 million increase in deposit program related fees, a $3.0 million increase in technology costs, and a $1.8 million one-time legal accrual for an adverse judgment in legal matter, partially offset by a decrease of $2.8 million in FDIC assessment.

Reworded

The estimated effective tax rate for the firstsecond quarter of 2026 was 29.2%31.1% as compared to 29.9% for the second quarter of 2025. The effective tax rate for the six months ended June 30, 2026 was 29.9% compared to 30.0% for the firstsix quartermonths ofended June 30, 2025.

Reworded

At MarchJune 31,30, 2026, the Company had $676.6$586.3 million in unused loan commitments and $32.8$34.6 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.

Reworded

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 MarchJune 31,30, 2026 and December 31, 2025, cash and cash equivalents totaled $672.4$239.3 million and $393.6 million, respectively. Securities, which provide an additional source of liquidity, totaled $1.0$1.1 billion at MarchJune 31,30, 2026 and $941.2 million at December 31, 2025. At MarchJune 31,30, 2026, there were $882.1$960.4 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $125.1$127.0 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.

Reworded

The Company’s primary investing activities are the origination and, to a lesser extent, purchase of loans and securities. TheFor the three and six months ended June 30, 2026, the Company’s loan production was $428.3$718.9 million and $409.8$1.1 billion as compared to $492.0 million duringand $901.8 million, respectively, for the three months ended March 31, 2026 and 2025, respectively. During the threesix months ended MarchJune 31,30, 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.2025.

Added

During the three and six months ended June 30, 2026, the Company purchased $44.5 million and $153.5 million of AFS securities. During the three and six months ended June 30, 2025, the Company purchased $20.9 million and $85.1 million of AFS securities.

Reworded

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 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 MarchJune 31,30, 2026, an increase of $362.5$354.3 million, or 4.9%,4.8%, from December 31, 2025.

Reworded

At MarchJune 31,30, 2026, interest-bearing deposits were comprised of $6.0 billion of money market accounts and $153.8$153.3 million of time deposits. Time deposits due within one year of MarchJune 31,30, 2026 totaled $149.8$150.0 million, or 1.9%, of total deposits. At MarchJune 31,30, 2026, the aggregate estimated amount of FDIC uninsured deposits was $2.0$2.1 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%20.6% of total deposits at MarchJune 31,30, 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.

Reworded

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 MarchJune 31,30, 2026 and December 31, 2025, the Company had cash on deposit with the FRBNY and available secured wholesale funding borrowing capacity of $3.7$3.1 billion and $3.3 billion, respectively.

Reworded

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. At MarchJune 31,30, 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:

Added

(1) As of June 30, 2026, the capital conservation buffer for the Company and the Bank was 6.01% and 5.73%, respectively, which exceeded the minimum requirement of 2.5% required to be held by banking institutions.

Reworded

At MarchJune 31,30, 2026 and December 31, 2025, total non-owner-occupied CRE loans were 299.5%304.1% and 376.5% of risk-based capital, respectively. The decrease in the CRE loan concentration ratio is primarily due to the increase in the Bank’s total capital as a result of the completion of the Company’s follow-on 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.

MCB insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 1,000 shares, about $90.0K) and open-market sales in 7 filings (4 insiders, 9 trade dates, 32,250 shares, about $3.0M; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -31,250 (purchases minus sales); net value about -$2.9M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-17Fredston Dale C
Director
Open-market sale 2,000$89.09 $178.2K14,668 SEC
2026-08-10Patent Robert C
Director
Open-market sale 10,000$92.29 $922.9K76,185 SEC
2026-07-23Dougherty Daniel F
EVP & Chief Financial Officer
Open-market purchase 1,000$89.98 $90.0K33,197 SEC
2026-07-01Rosenberg Nick
Executive Vice President
Open-market sale
10b5-1 plan
1,807$100.43 $181.5K22,202 SEC
2026-06-30Rosenberg Nick
Executive Vice President
Open-market sale
10b5-1 plan
90$100.03 $9.0K24,009 SEC
2026-06-29Rosenberg Nick
Executive Vice President
Open-market sale
10b5-1 plan
90$100.06 $9.0K24,099 SEC
2026-06-26Rosenberg Nick
Executive Vice President
Open-market sale
10b5-1 plan
263$100.01 $26.3K24,189 SEC
2026-06-12Patent Robert C
Director
Open-market sale 10,000$96.41 $964.1K86,185 SEC
2026-06-04Patent Robert C
Director
Open-market sale 5,000$90.21 $451.1K96,185 SEC
2026-05-29Gutman Harvey
Director
Open-market sale 3,000$89.58 $268.7K18,243 SEC

Well-known investors holding MCB (13F)

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