8-K
Dime Community Bancshares, Inc. /NY/ (DCOM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 12, 2024
DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)
| New York | 001-34096 | 11-2934195 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 898 Veterans Memorial Highway, Suite 560 | |
|---|---|
| Hauppauge , New York | 11788 |
| (Address of principal executive offices) | (Zip Code) |
( 631 ) 537-1000
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Securities registered pursuant to Section 12(b) of the Act:
| | | <br><br> | | |
|---|---|---|---|---|
| Title of each class | | Trading<br><br>Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | | DCOM | | The Nasdaq Stock Market, LLC |
| Preferred Stock, Series A, $0.01 Par Value | | DCOMP | | The Nasdaq Stock Market, LLC |
| 9.000% Junior Subordinated Notes, $25.00 Par Value | | DCOMG | | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure
On December 12, 2024, the Registrant announced the completion of a repositioning of its available-for-sale investment securities portfolio. The Company also began the distribution of payments to eligible participants of a legacy pension plan, that its Board of Directors had approved for termination. The text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 to this report is being “furnished” to the SEC and shall not be deemed “filed” for any purpose.
Item 9.01 Financial Statements and Exhibits
| (d) | (d) Exhibits | |
|---|---|---|
| | | |
| --- | --- | --- |
| 99.1 | | Press Release of the Registrant, dated December 12, 2024. |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL) |
| | | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | Dime Community Bancshares, Inc.<br><br>(Registrant) |
|---|---|---|
| | | |
| | | |
| | | |
| DATE: December 12, 2024 | /s/ Avinash Reddy | |
| | | Avinash Reddy |
| | | Senior Executive Vice President, Chief Financial Officer and Principal Accounting Officer |
Preferred Dividends Press Release (2/1/21) (00377157.DOCX;2)
EXHIBIT 99.1
Dime Community Bancshares, Inc. Provides Update on Investment Portfolio Repositioning and Pension Termination
Hauppauge, NY – December 12, 2024 – Dime Community Bancshares, Inc. (NASDAQ: DCOM) (the “Company” or “Dime”), the parent company of Dime Community Bank (the “Bank”), today announced the completion of a repositioning of its available-for-sale investment securities portfolio. During the fourth quarter:
| ● | The Company executed the sale of $379 million of lower-yielding available-for-sale debt securities. The securities sold had a weighted average yield of 1.20% and a weighted average duration of 3.3 years. |
|---|---|
| ● | The Company purchased $379 million of debt securities. The securities purchased had a weighted average yield of 5.08% and a weighted average duration of 4.2 years. |
| --- | --- |
The Company expects to recognize a one-time pre-tax loss on sale of securities of approximately $43 million in the quarter ending December 31, 2024.
The Company also began the distribution of payments to eligible participants of a legacy pension plan, that its Board of Directors had approved for termination. The termination, undertaken to support prudent expense management, is expected to result in an expense of approximately $1 million in the quarter ending December 31, 2024. The remaining benefit obligations of the plan are expected to be distributed in the first quarter of 2025 at which time the Company will recognize an additional expense of approximately $2 million.
ABOUT DIME COMMUNITY BANCSHARES, INC.
Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered trust company with over $13.7 billion in assets and the number one deposit market share among community banks on Greater Long Island ^(1)^.
Dime Community Bancshares, Inc. Investor Relations Contact: Avinash Reddy Senior Executive Vice President – Chief Financial Officer Phone: 718-782-6200; Ext. 5909 Email: avinash.reddy@dime.com
¹ Aggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for community banks with less than $20 billion in assets.