Amalgamated Financial Corp S-4/A, filed Sep 25, 2020

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Amalgamated Financial Corp. (AMAL)

S-4/A 2020-09-25

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Added on October 19, 2026

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Delaware	6022	85-2757101
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S Employer Identification Number)


				By Order of the Board of Directors,

				/s/ Lynne P. Fox
[•], 2020				Lynne P. Fox, Chair of the Board of Directors


QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING			1

SUMMARY			6

SELECTED HISTORICAL FINANCIAL DATA			12

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			15

RISK FACTORS			18

THE SPECIAL MEETING			21

THE REORGANIZATION			26

DISSENTERS’ RIGHTS			31

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			32

ACCOUNTING TREATMENT			33

DESCRIPTION OF AMALGAMATED FINANCIAL CORP. CAPITAL STOCK			34

COMPARISON OF STOCKHOLDERS’ RIGHTS			40

INFORMATION ABOUT THE HOLDING COMPANY			46

INFORMATION ABOUT THE BANK			61

EXPERTS			62

LEGAL MATTERS			62

STOCKHOLDER PROPOSALS			62

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			64


	As of and for the Six Months Ended June 30, 2020						As of and for the Year Ended December 31, 2019

	Bank Only			Pro Forma Holding Company			Bank Only			Pro Forma Holding Company
Net income (in thousands)	$	19,919		$	19,919		$	47,202		$	47,202

Per Common Share
Basic earnings	$	0.64		$	0.64		$	1.49		$	1.49
Diluted earnings		0.64			0.64			1.47			1.47
Cash dividends paid		0.16			0.16			0.26			0.26
Book value		16.22			16.22			15.56			15.56

Dividend payout ratio		25	%		25	%		17	%		17	%


Date	AMAL Closing Price		Equivalent Holding Company Per Share Value
September 3, 2020	$	11.94	$	11.94
[•], 2020		$[•]		$[•]


	As of and for the Six Months Ended June 30,				As of and for the Year Ended December 31,
(In thousands)	2020		2019		2019		2018			2017		2016
Selected Operating Data:
Interest income	$	95,750	$	92,302	$	185,954	$	163,964		$	139,058	$	126,653
Interest expense		6,623		9,673		19,317		14,219			17,761		23,300

Net interest income		89,127		82,629		166,637		149,745			121,297		103,353
Provision for (recovery of) loan losses		16,808		4,312		3,837		(260	)		6,672		7,557

Net interest income after provision for loan losses		72,319		78,317		162,800		150,005			114,625		95,796
Non-interest income		17,789		13,766		29,201		28,318			27,370		31,790
Non-interest expense		63,339		62,450		127,827		128,003			122,274		116,890

Income before income taxes		26,769		29,633		64,174		50,320			19,721		10,696
Provision (benefit) for income taxes		6,850		7,634		16,972		5,666			13,613		137

Net income	$	19,919	$	21,999	$	47,202	$	44,654		$	6,108	$	10,559


Selected Financial Data:
Total assets	$	6,470,344	$	4,937,826	$	5,325,338	$	4,685,489		$	4,041,162	$	4,042,499
Total cash and cash equivalents		587,961		105,889		122,538		80,845			116,459		140,635
Investment securities		1,945,673		1,380,114		1,517,474		1,179,251			952,960		1,183,820
Total net loans		3,637,982		3,218,244		3,438,767		3,210,636			2,779,913		2,509,085
Bank-owned life insurance		80,694		79,894		80,714		79,149			72,960		71,267
Total deposits		5,870,319		4,136,462		4,640,982		4,105,306			3,233,108		3,009,458
Borrowed funds		—		227,675		75,000		92,875			402,605		638,870
Total common stockholders’ equity		503,568		474,810		490,410		439,237			343,934		340,976
Total stockholders’ equity		503,702		474,944		490,544		439,371			344,068		341,110


	Bank	Holding Company
Amendment to Organization Certificate / Certificate of Incorporation	The Bank’s organization certificate may be amended by the holders of a majority of all outstanding shares entitled to vote thereon.	Except for the provisions regarding (i) the Holding Company’s purposes and powers, (ii) the Holding Company’s board of directors, (iii) limitation of director liability, and (iv) the amendment of the certificate of incorporation, each of which require the affirmative vote of the holders of at least 66 and 2/3% of the voting power of the then-outstanding shares of capital stock of the Holding Company to amend, the Holding Company’s certificate of incorporation may be amended, altered, changed or repealed upon (A) the board of directors adopting a resolution setting forth the amendment, declaring its advisability and either calling a special meeting of stockholders or directing that the amendment be considered at the next annual meeting of stockholders, followed by (B) the approval of such amendment by holders of a majority of the outstanding stock entitled to vote at such meeting.

Amendment to Bylaws	Generally, the Bank’s bylaws may be amended or repealed by the board of directors or by vote of the holders of a majority of all outstanding shares entitled to vote thereon. If any bylaw regulating an impending election of directors is adopted, amended or repealed by the board, the notice of the next meeting of stockholders for election of directors must include the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.	Except as otherwise expressly set forth in the bylaws or as would be inconsistent with applicable law, generally, the Holding Company’s bylaws may be amended, altered, changed, or repealed, and new bylaws adopted, by the board of directors without the consent of the stockholders; provided, however, the stockholders also generally have the power to adopt, amend or repeal the bylaws by the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Holding Company entitled to vote for the election of directors.


	Bank	Holding Company
Authorized Capital Stock	The Bank is authorized to issue 70,000,000 shares of Class A common stock, par value $0.01 per share, of which 31,049,525 shares were issued and outstanding as of September 22, 2020, 100,000 shares of Class B non-voting common stock, par value $0.01 per share, of which no shares were issued and outstanding as of the record date, and 1,000,000 shares of blank check preferred stock, par value $0.01 per share, of which no shares were issued and outstanding as of the record date.	The Holding Company is authorized to issue 70,000,000 shares of common stock, par value $0.01 per share, none of which were issued and outstanding as of the date of this proxy statement/prospectus, and 1,000,000 shares of blank check preferred stock $0.01 par value per share, none of which were issued and outstanding as of the date of this proxy statement/prospectus.

Preemptive Rights	The Bank’s stockholders do not have preemptive rights.	The Holding Company’s stockholders do not have preemptive rights.

Number and Classification of Directors	The Bank’s bylaws provide that the number of directors may be fixed from time to time by a majority of the directors then in office, but may not consist of fewer than seven nor more than 21 members. The Bank currently has 12 directors. The Bank does not have a classified board	The Holding Company’s bylaws provide that the board of directors will consist of not less than seven and not more than 21 directors as fixed from time to time by a majority of the total number of directors that the Holding Company would have if there were no vacancies. The Holding Company currently has 12 directors. The Holding Company does not have a classified board.

Election of Directors / Cumulative Voting	Generally, elections of Bank directors are determined by a majority of the votes cast, in person or by proxy, at a meeting of stockholders at which a quorum is present. In a contested election of directors, Bank directors are elected by a plurality of the votes cast by the holders of shares of stock present, in person or by proxy, at a meeting of stockholders at which a quorum is present. Stockholders of the Bank do not have cumulative voting rights.	The Holding Company’s directors are elected by a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election; provided, however, that if the number of nominees for director exceeds the number of directors to be elected, directors are elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect directors and entitled to vote on the election of directors. Stockholders of the Holding Company do not have cumulative voting rights.

Removal of Directors	A director of the Bank may be removed for cause by a majority vote (i) the stockholders or (ii) the board of directors.	A director of the Holding Company may be removed with or without cause by the stockholders holding a majority of the shares then entitled to vote at an election of directors.

Vacancies on the Board of Directors	All vacancies on the Bank’s board not exceeding one-third of the entire board may be filled by the vote of a majority of the	Any newly created Holding Company directorships resulting from an increase in the number of directors and any vacancies


	Bank	Holding Company
	remaining directors. All vacancies exceeding one-third of the entire board must be filled by the vote of a majority of stockholders entitled to vote thereon.	occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining members of the board of directors. A director elected to fill a vacancy will hold office until the earlier of the expiration of the term of office of the director who he or she has replaced, a successor is duly elected and qualified, or such director’s death, resignation or removal.

Stockholder Action Without Meeting	Any action required or permitted to be taken by the Bank’s stockholders at a meeting may be taken without a meeting if a written consent describing the action to be taken is signed by all of the stockholders entitled to vote thereon.	Any action required or permitted to be taken by the stockholders of the Holding Company may be taken by written consent without a meeting but only if a consent in writing, setting forth the action to be taken, is signed by the holders of all outstanding shares of the Holding Company entitled to vote thereon.

Nomination of Director Candidates by Stockholders	Nominations for election to the board of directors may be made by or at the direction of the Bank’s board of directors or the chair of the board or by any stockholder of the Bank who (i) was a stockholder of record at the time of giving of notice of the meeting at which directors are to be elected and at the time of such meeting, (ii) is entitled to vote at such meeting, and (iii) complies with the notice procedures set forth in the Bank’s bylaws and described below in the row “Notice for Stockholder Proposals.”	Holding Company director nominations must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors or any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors or any committee thereof, or (iii) otherwise properly brought before the meeting by a stockholder who is (A) a stockholder of record of the Holding Company at the time the notice of meeting is delivered, (B) entitled to vote at the meeting and (C) complies with the notice procedures set forth in the Holding Company’s bylaws and described below in the row “Notice for Stockholder Proposals.”

Notice for Stockholder Proposals	For any director nominations or any other business to be properly brought before the Bank’s annual meeting by a stockholder, the stockholder must have given notice in writing to the president of the Bank not earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice	For any director nominations or any other business to be properly brought before an annual meeting by a stockholder, the stockholder must give written notice to the secretary of the Holding Company (i) not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day, in advance of the anniversary of the previous year’s annual meeting if the meeting is to be held on a day that is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 60 days after the


	Bank	Holding Company
	must be delivered not earlier than the close of business on the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90^th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 120 days prior to the date of such annual meeting, then the 10^th day following the day on which public announcement of the date of such meeting is first made by the Bank. In the case of a special meeting, the stockholder’s notice must be delivered to the secretary of the Bank not earlier than the close of business on the later of the 90^th day prior to the date of the special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, then the 10^th day following the day on which public announcement is first made of the date of the special meeting. Any such stockholder’s notice must also be in the form set forth in, and contain the information required by, the Bank’s bylaws.	anniversary of the previous year’s annual meeting; or (ii) with respect to any other annual meeting of stockholders, not earlier than the close of business on the 120^th day prior to the annual meeting and not later than the close of business on the later of (A) the 90^th day prior to the annual meeting and (B) the close of business on the 10^th day following the first date of public disclosure of the date of such meeting. In the case of a special meeting, the stockholder’s notice must be delivered to the secretary of the Holding Company not earlier than the close of business on the 120^th day prior to the date of the special meeting and not later than the close of business on the later of (1) the 90^th day prior to such special meeting or (2) the 10^th day following the day on which public announcement is first made of the date of the special meeting. Any such stockholder’s notice must also be in the form set forth in, and contain the information required by, the Holding Company’s bylaws.

Calling Special Meetings of Stockholders	Special meetings of the Bank’s stockholders may be held for any purpose, unless otherwise proscribed by statute, and may be called by the board of directors, the chair of the board of directors, any vice chair of the board of directors, or the president and must be called whenever requested in writing by two-thirds of the board or by holders of at least two-thirds of the outstanding shares of capital stock entitled to vote at the meeting requested to be called. Any such written request must state the purpose of the meeting to be called.	Special meetings of the Holding Company’s stockholders may be called only (i) by a majority of the board of directors, the chair of the board of directors, any vice chair of the board of directors, the president or the chief executive officer; or (ii) by the secretary, following written demand to call a special meeting of the stockholders from stockholders of record who own at least two-thirds of all of the outstanding shares of common stock of the Holding Company then entitled to vote on the matter or matters to be brought before the proposed special meeting.

Indemnification of Directors, Officers, and Employees	The Bank is required by its bylaws to indemnify, to the fullest extent permitted by law, each person made or threatened to be made a party to any action or proceeding by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Bank, or serves or served as a director, officer or employee of any other entity at the request of	The Holding Company’s bylaws require the Holding Company to indemnify and hold harmless to the fullest extent permitted by law any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, or


	Bank	Holding Company
	the Bank, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred in connection with such action or proceeding or. The Bank also may advance expenses to any person entitled to indemnification in advance of the final disposition of the applicable proceeding if such person undertakes to repay any amount to the extent that the expenses so advanced exceeded the amount to which such person was entitled to be indemnified.	employee of the Holding Company or, while a director, officer, or employee of the Holding Company, is or was serving at the request of the Holding Company as a director, officer, or employee of another entity, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such person. If such a proceeding is commenced by the person entitled to indemnification, the proceeding must be authorized by the board of directors in order for the person to be entitled to indemnification. The Holding Company is also required to pay the expenses (including attorneys’ fees) actually and reasonably incurred by a person entitled to indemnification in defending any such proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision that such person is not entitled to be indemnified for such expenses.

Limitation of Liability for Directors	Other than the right to indemnification described immediately above, the Bank’s organization certificate and bylaws do not limit the liability of its directors.	The Holding Company’s certificate of incorporation provides that the liability of a director of the Holding Company to the Holding Company or its stockholders for monetary damages for a breach of fiduciary duty as a director is eliminated or limited to the fullest extent permitted by law.

Stockholder Vote on Fundamental Issues	A plan of merger involving the Bank, pursuant to Section 601 of New York Banking Law, must generally be approved by the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast on the plan regardless of the class or voting group to which the shares belong, and two-thirds of the votes entitled to be cast on the plan within each voting group entitled to vote as a separate voting group on the plan. However, if the Bank is the surviving entity in a merger, the Bank’s stockholders only have the right to vote if (i) the total assets of the merging entity exceed 10% of the total assets of the Bank; (ii) the name or the number of authorized shares of the Bank changes; or (iii) any other change or amendment to the Bank’s organization certificate or bylaws is made that requires stockholder approval.	As a public benefit corporation, the Holding Company may not merge or consolidate with or into another entity if, as a result of such merger or consolidation, the shares in the Holding Company would become, or be converted into or exchanged for the right to receive, shares or other equity interests in a domestic or foreign corporation that is not a public benefit corporation or similar entity unless such merger or consolidation is approved by the holders of two-thirds of the outstanding stock of the Holding Company.


	Bank	Holding Company
Consideration of Other Constituencies	The Bank’s board of directors, committees of the board, and individual directors must consider the effects of any action or inaction upon: (i) the stockholders of the Bank; (ii) the employees and work force of the Bank, its subsidiaries, and its suppliers; (iii) the interests of its customers as beneficiaries of the purposes of the Bank to have a material positive impact on society and the environment; (iv) community and social factors, including those of each community in which offices or facilities of the Bank, its subsidiaries, or its suppliers are located; (v) the local and global environment; (vi) the short-term and long-term interests of the Bank, including benefits that may accrue to the Bank from its long-term plans and the possibility that these interests may be best served by the continued independence of the Bank; and (vii) the ability of the Bank to create a material positive impact on society and the environment, taken as a whole. In addition, a director of the Bank is not required to regard any interest, or the interests of any particular group affected by such action, including the stockholders, as a dominant or controlling interest or factor in discharging his or her duties, and in determining what is in the best interests of the Bank.	The Holding Company is a public benefit corporation as contemplated by subchapter XV of the DGCL. Thus, the Holding Company is intended to operate in a responsible and sustainable manner and to produce a public benefit or benefits. Additionally, the Holding Company is to be managed in a manner that balances the stockholders’ pecuniary interests, the best interests of those materially affected by the Holding Company’s conduct, and the public benefit identified in the Holding Company’s certificate of incorporation. Delaware law expressly provides that a Holding Company director’s decision implicating such balancing requirement will be deemed to satisfy such director’s fiduciary duties to stockholders and the Holding Company if such director’s decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.


AMALGAMATED BANK

By:		/s/ Keith Mestrich
		Keith Mestrich
		President and Chief Executive Officer

AMALGAMATED FINANCIAL CORP.

By:		/s/ Keith Mestrich
		Keith Mestrich
		President and Chief Executive Officer


ARTICLE I OFFICES			1
Section 1.01 Registered Office			1
Section 1.02 Other Offices			1

ARTICLE II MEETINGS OF THE STOCKHOLDERS			1
Section 2.01 Place of Meetings			1
Section 2.02 Annual Meeting			1
Section 2.03 Special Meetings			1
Section 2.04 Adjournments			2
Section 2.05 Notice of Meetings			2
Section 2.06 List of Stockholders			3
Section 2.07 Quorum			3
Section 2.08 Organization			3
Section 2.09 Voting; Proxies			4
Section 2.10 Inspectors at Meetings of Stockholders			4
Section 2.11 Fixing the Record Date			5
Section 2.12 Advance Notice of Stockholder Nominations and Proposals			5
Section 2.13 Action by Stockholder Consent in Lieu of a Meeting			10

ARTICLE III BOARD OF DIRECTORS			10
Section 3.01 General Powers			10
Section 3.02 Number; Term of Office			11
Section 3.03 Newly Created Directorships and Vacancies			11
Section 3.04 Resignation			11
Section 3.05 Removal			11
Section 3.06 Fees and Expenses			11
Section 3.07 Regular Meetings			11
Section 3.08 Special Meetings			11
Section 3.09 Telephone Meetings			11
Section 3.10 Adjourned Meetings			11
Section 3.11 Notices			11
Section 3.12 Waiver of Notice			12
Section 3.13 Organization			12
Section 3.14 Quorum of Directors			12
Section 3.15 Action by Majority Vote			12
Section 3.16 Directors’ Action Without Meeting			12
Section 3.17 Chair of the Board			12
Section 3.18 Committees of the Board of Directors			12
Section 3.19 Supermajority Approval for Termination of Pension Plan			13

ARTICLE IV OFFICERS			13
Section 4.01 Positions and Election			13
Section 4.02 Term			13
Section 4.03 Chief Executive Officer			13
Section 4.04 President			13
Section 4.05 Vice Presidents			13
Section 4.06 Secretary			13
Section 4.07 Chief Financial Officer			14
Section 4.08 Other Officers			14
Section 4.09 Duties of Officers May Be Delegated			14
Section 4.10 Execution Authority			14


	As of and for the Six Months Ended June 30,						As of and for the Year Ended December 31,
(In thousands)	2020			2019			2019			2018			2017			2016
Selected Financial Ratios and Other Data ⁽¹⁾:
Earnings
Basic	$	0.64		$	0.69		$	1.49		$	1.47		$	0.21		$	0.38
Diluted		0.64			0.68			1.47			1.46			0.21			0.38
Book value per common share (excluding minority interest)		16.22			14.89			15.56			13.82			12.26			12.15
Common shares outstanding		31,049,525			31,886,669			31,523,442			31,771,585			28,060,985			28,060,985
Weighted average common shares outstanding, basic		31,216,683			31,798,405			31,733,195			30,368,673			28,060,985			27,859,740
Weighted average common shares, outstanding diluted		31,345,192			32,279,342			32,205,248			30,633,270			28,060,985			27,859,740
⁽¹⁾December 31, 2016 and 2017 balances effected for stock split that occurred on July 27, 2018

Selected Performance Metrics:
Return on average assets		0.70	%		0.92	%		0.96	%		1.01	%		0.15	%		0.27	%
Return on average equity		8.10	%		9.73	%		10.03	%		11.38	%		1.74	%		3.02	%
Loan yield		4.05	%		4.43	%		4.27	%		4.27	%		4.17	%		4.19	%
Securities yield		2.91	%		3.35	%		3.36	%		3.01	%		2.50	%		2.30	%
Deposit cost		0.26	%		0.32	%		0.35	%		0.26	%		0.24	%		0.23	%
Net interest margin		3.27	%		3.66	%		3.55	%		3.56	%		3.15	%		2.79	%
Efficiency ratio		59.24	%		64.79	%		65.27	%		71.89	%		82.25	%		86.49	%

Asset Quality Ratios:
Nonaccrual loans to total loans		1.24	%		0.49	%		0.90	%		0.74	%		0.70	%		1.47	%
Nonperforming assets to total assets		1.15	%		1.50	%		1.25	%		1.27	%		2.20	%		2.03	%
Allowance for loan losses to nonaccrual loans		109	%		209	%		109	%		156	%		183	%		96	%
Allowance for loan losses to total loans		1.36	%		1.01	%		0.98	%		1.15	%		1.28	%		1.40	%
Annualized net charge-offs (recoveries) to average loans		0.04	%		0.49	%		0.22	%		(0.05	)%		0.24	%		0.23	%

Capital Ratios:
Tier 1 leverage capital ratio		7.69	%		9.04	%		8.90	%		8.88	%		8.41	%		8.23	%
Tier 1 risk-based capital ratio		12.32	%		13.57	%		13.01	%		13.22	%		11.55	%		11.61	%
Total risk-based capital ratio		13.57	%		14.67	%		14.01	%		14.46	%		12.80	%		12.87	%
Common equity tier 1 capital ratio		12.32	%		13.57	%		13.01	%		13.22	%		11.39	%		11.56	%


Section 4.11 Compensation			14

ARTICLE V INDEMNIFICATION			14
Section 5.01 Indemnification			14
Section 5.02 Advancement of Expenses			15
Section 5.03 Non-Exclusivity of Rights			15
Section 5.04 Other Indemnification			15
Section 5.05 Insurance			15
Section 5.06 Repeal, Amendment, or Modification			15

ARTICLE VI STOCK CERTIFICATES AND THEIR TRANSFER			15
Section 6.01 Certificates Representing Shares			15
Section 6.02 Transfers of Stock			15
Section 6.03 Transfer Agents and Registrars			16
Section 6.04 Lost, Stolen, or Destroyed Certificates			16
Section 6.05 Public Benefit Corporation Notice			16

ARTICLE VII GENERAL PROVISIONS			16
Section 7.01 Seal			16
Section 7.02 Fiscal Year			16
Section 7.03 Checks, Notes, Drafts, Etc			16
Section 7.04 Conflict with Applicable Law or Certificate of Incorporation			16
Section 7.05 Books and Records			16
Section 7.06 Distributions			16

ARTICLE VIII PUBLIC BENEFIT CORPORATION PROVISIONS			17
Section 8.01 Stockholders Meeting Notice			17
Section 8.02 Periodic Statements			17

ARTICLE IX AMENDMENTS			17


Exhibit Number		Description

2.1		Plan of Acquisition by and between Amalgamated Financial Corp. and Amalgamated Bank (included as Annex A to the Proxy Statement/Prospectus contained in this Registration Statement on Form S-4EF and incorporated herein by reference)

3.1		Certificate of Incorporation of Amalgamated Financial Corp. (included as Annex C to the Proxy Statement/Prospectus contained in this Registration Statement on Form S-4EF and incorporated herein by reference)

3.2		Bylaws of Amalgamated Financial Corp. (included as Annex D to the Proxy Statement/Prospectus contained in this Registration Statement on Form S-4EF and incorporated herein by reference)

4.1		Specimen stock certificate of Amalgamated Financial Corp. common stock**

4.2		Investor Rights Agreement by and between Amalgamated Bank and the Workers United Related Parties**,†

4.3		Registration Rights Agreement, dated April 11, 2012, by and among Amalgamated Bank and the Various Stockholders Party Thereto**

4.4		See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws of Amalgamated Financial Corp. defining rights of the holders of common stock of Amalgamated Financial Corp.

4.5		Long-Term Debt: currently no issuance of debt of the registrant exceeds 10% of the assets of the registrant and its subsidiaries on a consolidated basis

5.1		Opinion of Nelson Mullins Riley and Scarborough, LLP**

8.1		Opinion of Nelson Mullins Riley and Scarborough, LLP regarding certain U.S. federal income tax aspects of the reorganization**

10.1		Amended and Restated Employment Agreement, dated July 25, 2017, between Amalgamated Bank and Keith Mestrich, *

10.2		Amendment, dated May 16, 2019, to the Amended and Restated Employment Agreement between Amalgamated Bank and Keith Mestrich, *

10.3		Amendment, dated April 23, 2020, to the Amended and Restated Employment Agreement, as amended, between Amalgamated Bank and Keith Mestrich, *

10.4		Change in Control Plan, *

10.5		Collective Bargaining Agreement with Office and Professional Employees International Union, Local 153, AFL-CIO, dated March 11, 2020,*

10.6		Amalgamated Bank Employee Stock Purchase Plan**

10.7		Independent Office Agreement with Local 32BJ SEIU, *

10.8		Side Letter with the various Funds associated with The Yucaipa Companies, LLC, *

10.9		Consolidated Retirement Plan, as amended and restated on January 1, 2015, *

10.10		Amalgamated Bank 2017 Long Term Incentive Plan, *

10.11		Amalgamated Bank Annual Incentive Plan, *


Exhibit Number		Description

10.12		Form of Nonqualified Stock Option Agreement, *

10.13		Amalgamated Bank 2019 Equity Incentive Plan, *

10.14		Form of Award Agreement for Restricted Stock Units to be made under the Amalgamated Bank 2019 Equity Incentive Plan, *

10.15		Form of Award Agreement for Performance Stock Units to be made under the Amalgamated Bank 2019 Equity Incentive, *

10.16		Form of Revised Award Agreement for Performance Stock Units to be made under the Amalgamated Bank 2019 Equity Incentive Plan, *

16.1		Letter of KPMG LLP dated December 17, 2019 to the FDIC regarding statements included in the Current Report on Form 8-K filed with the FDIC December 17, 2019**

21.1		Subsidiaries of Amalgamated Financial Corp.**

23.1		Consent of KPMG LLP, independent registered public accounting firm**

23.2		Consent of Nelson Mullins Riley and Scarborough, LLP (included in Exhibit 5.1)**

24.1		Power of Attorney (included on signature page)**

99.1		Form of Proxy Card to be used by Amalgamated Bank***

99.2		Amalgamated Bank’s Annual Report on Form 10-K for the year ended December 31, 2019**

99.3		Amalgamated Bank’s Quarterly Report on Form 10-Q for the period ended March 31, 2020**

99.4		Amalgamated Bank’s Quarterly Report on Form 10-Q for the period ended June 30, 2020**

99.5		Definitive Proxy Statement on Schedule 14A for Amalgamated Bank’s 2020 Annual Meeting of Stockholders**

99.6		Definitive Additional Materials on Schedule 14A for Amalgamated Bank’s 2020 Annual Meeting of Stockholders**

99.7		Amalgamated Bank’s Current Report on Form 8-K filed on April 7, 2020**

99.8		Amalgamated Bank’s Current Report on Form 8-K filed on April 27, 2020**

99.9		Amalgamated Bank’s Current Report on Form 8-K filed on May 1, 2020**

99.10		Amalgamated Bank’s Current Report on Form 8-K filed on June 26, 2020**

99.11		Amalgamated Bank’s Current Report on Form 8-K filed on September 8, 2020***


AMALGAMATED FINANCIAL CORP.

By:		/s/ Keith Mestrich Keith Mestrich President and Chief Executive Officer


Signature		Title

*		Director
Donald E. Bouffard, Jr.

*		Director
Maryann Bruce

*		Director
Patricia Diaz Dennis

*		Director
Robert C. Dinerstein

*		Director
Mark A. Finser

*		Director
Julie Kelly

*		Director
John McDonagh


New York		13-4920330
(State or other jurisdiction of incorporation)		(IRS employer identification no.)

275 Seventh Avenue, New York, New York		10001
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	AMAL	The Nasdaq Global Market


Exhibit Number		Description

2.1		Plan of Acquisition adopted and approved by Amalgamated Bank and Amalgamated Financial Corp. dated September 4, 2020.


AMALGAMATED BANK

By:		/s/ Keith Mestrich
Name:		Keith Mestrich
Title:		President and Chief Executive Officer