AMAL · Amalgamated Financial Corp. · Financials

On November 4, 2021, Amalgamated Financial Corp., a Delaware public benefit corporation (the “**Company**”), completed the issuance and sale of $85,000,000 aggregate principal amount of its 3.250% Fixed-to-Floating Rate Subordinated Notes Due 2031 (the “**Notes**”) at a public offering price equal to 100% of the aggregate principal amount of the Notes (the “**Offering**”). The Notes were offered pursuant to a prospectus supplement, dated November 4, 2021, to the prospectus, dated October 15, 2021, that forms part of the Company’s Registration Statement on Form S-3 (File No. 333-260076) which was filed by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.

Issuer evidence: On November 4, 2021, Amalgamated Financial Corp., a Delaware public benefit corporation (the “**Company**”), completed the issuance and sale of $85,000,000 aggregate principal amount of its 3.250% Fixed-to-Floating Rate Subordinated Notes Due 2031 (the “**Notes**”) at a public offering price equal to 100% of the aggregate principal amount of the Notes (the “**Offering**”). The Notes were offered pursuant to a prospectus supplement, dated November 4, 2021, to the prospectus, dated October 15, 2021, that forms part of the Company’s Registration Statement on Form S-3 (File No. 333-260076) which was filed by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.

Supporting evidence: The Notes were issued pursuant to a Subordinated Indenture, dated November 8, 2021 (the “**Base Indenture**”), between the Company and U.S. National Bank, as trustee (the “**Trustee**”), as supplemented by a First Supplemental Indenture relating to the Notes, dated November 8, 2021, between the Company and the Trustee (the “**Supplemental Indenture**” and, together with the Base Indenture, the “**Indenture**”). The Indenture governs the terms of the Notes. The Notes will mature on November 15, 2031. From and including the issue date to, but excluding, November 15, 2026 or the date of earlier redemption, the Notes will bear interest at an initial fixed rate of 3.250% per annum, payable semi-annually in arrears. From and including November 15, 2026 to, but excluding, the maturity date or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term Secured Overnight Financing Rate (SOFR) (as defined in the Indenture), plus a spread of 230 basis points, payable quarterly in arrears, provided, however, that, in the event that the then-current benchmark rate is less than zero, then the benchmark rate will be deemed to be zero.

Supporting evidence: On November 4, 2021, Amalgamated Financial Corp., a Delaware public benefit corporation (the “**Company**”), completed the issuance and sale of $85,000,000 aggregate principal amount of its 3.250% Fixed-to-Floating Rate Subordinated Notes Due 2031 (the “**Notes**”) at a public offering price equal to 100% of the aggregate principal amount of the Notes (the “**Offering**”). The Notes were offered pursuant to a prospectus supplement, dated November 4, 2021, to the prospectus, dated October 15, 2021, that forms part of the Company’s Registration Statement on Form S-3 (File No. 333-260076) which was filed by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.

WHEREAS, pursuant to Section 2.01 of the Base Indenture, the Company desires to establish a new Series of Securities under the Indenture to be known as its “3.250% Fixed-to-Floating Rate Subordinated Notes Due 2031” (the “**2031 Series**”) and to establish and set the form and terms, provisions and conditions of the notes of the 2031 Series (the “**Notes**”), as provided in this First Supplemental Indenture and to provide for the initial issuance of Notes of the 2031 Series in the aggregate principal amount of $85,000,000; and

Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE (this “**First Supplemental Indenture**”), dated as of November 8, 2021, between AMALGAMATED FINANCIAL CORP., a public benefit corporation duly incorporated and existing under the laws of the State of Delaware (the “**Company**”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (in such capacity, the “**Trustee**”), under the Base Indenture (as hereinafter defined).

Supporting evidence: **Section 2.2** []()*Maturity.* The date upon which the Notes shall become due and payable at final maturity, together with any accrued and unpaid interest then owing, is November 15, 2031 (the “**Maturity Date**”).

Supporting evidence: (b) From and including November 15, 2026, to, but excluding, the Maturity Date (unless redeemed prior to such date pursuant to Section 3.1 or Section 3.2 hereof) (the “**Floating Rate Period**”), the Notes will bear interest at a floating rate per year equal to the Benchmark, plus 230 basis points. During the Floating Rate Period, interest on the Notes will accrue from and including November 15, 2026 and will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2027 (each such date, a “**Floating Period Interest Payment Date**” and, together with a Fixed Period Interest Payment Date, an “**Interest Payment Date**”). The interest payable on the Notes on any Floating Period Interest Payment Date will, except as noted in the immediately succeeding sentence, be paid to the holder at the close of business on February 1, May 1, August 1, and November 1 of each year (whether or not a business day), as applicable, immediately preceding the applicable Floating Period Interest Payment Date through the Maturity Date or earlier redemption date. However, interest that the Company pays on the Maturity Date will be paid to the Person to whom the principal will be payable. Notwithstanding the foregoing, if the Benchmark is less than zero, then the Benchmark shall be deemed to be zero. The Calculation Agent will provide the Company and the Trustee with written notice of the interest rate in effect on the Notes promptly after the Reference Time (or such other date of determination for the applicable Benchmark) for each Floating Rate Interest Period.

Supporting evidence: WHEREAS, pursuant to Section 2.01 of the Base Indenture, the Company desires to establish a new Series of Securities under the Indenture to be known as its “3.250% Fixed-to-Floating Rate Subordinated Notes Due 2031” (the “**2031 Series**”) and to establish and set the form and terms, provisions and conditions of the notes of the 2031 Series (the “**Notes**”), as provided in this First Supplemental Indenture and to provide for the initial issuance of Notes of the 2031 Series in the aggregate principal amount of $85,000,000; and

Supporting evidence: WHEREAS, pursuant to Section 2.01 of the Base Indenture, the Company desires to establish a new Series of Securities under the Indenture to be known as its “3.250% Fixed-to-Floating Rate Subordinated Notes Due 2031” (the “**2031 Series**”) and to establish and set the form and terms, provisions and conditions of the notes of the 2031 Series (the “**Notes**”), as provided in this First Supplemental Indenture and to provide for the initial issuance of Notes of the 2031 Series in the aggregate principal amount of $85,000,000; and