10-Q - MCB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2026


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

For the transition period from __________________ to __________________

Commission File No. 001-38282

Metropolitan Bank Holding Corp.

(Exact Name of Registrant as Specified in Its Charter)


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

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

( 212 ) 659-0600

(Registrant’s Telephone Number, Including Area Code)

N/A

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

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


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

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

YES ☒ NO ☐

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

YES ☒ NO ☐

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

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

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

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

YES ☐ NO ☒

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

Table of Contents METROPOLITAN BANK HOLDING CORP.

Form 10-Q

Table of Contents


	Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Consolidated Statements of Financial Condition	6

Consolidated Statements of Operations	7

Consolidated Statements of Comprehensive Income	8

Consolidated Statements of Changes in Stockholders’ Equity	9

Consolidated Statements of Cash Flows	10

Notes to Unaudited Consolidated Financial Statements	11

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk	43

Item 4. Controls and Procedures	45

PART II. OTHER INFORMATION	46

Item 1. Legal Proceedings	46

Item 1A. Risk Factors	46

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

Item 3. Defaults Upon Senior Securities	46

Item 4. Mine Safety Disclosures	47

Item 5. Other Information	47

Item 6. Exhibits	48

Signatures	49

Table of Contents GLOSSARY OF COMMON TERMS AND ACRONYMS

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

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

●	a failure to successfully manage our credit risk and the sufficiency of our allowance for credit losses;
●	changes in loan demand and declines in real estate values in the Company’s market area, which may adversely affect our loan production;
---	---
●	borrower and depositor concentrations (e.g., by geographic area and by industry);
---	---
●	the interest rate policies of the Federal Reserve and other regulatory bodies;
---	---
●	general economic conditions, including unemployment rates, and potential recessionary and inflationary indicators, either nationally or locally, including the related effects on our borrowers and other clients, such as adverse changes to credit quality, and on our financial condition and results of operations;
---	---
●	an unanticipated loss of key personnel or existing clients, or an inability to attract key employees;
---	---
●	system failures or cybersecurity breaches of our information technology infrastructure and/or confidential information or those of the Company’s third-party service providers;
---	---
●	failure to maintain current technologies or technological changes and enhancements that may be more difficult or expensive to implement than anticipated, and failure to successfully implement future information technology enhancements;
---	---
●	emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business or clients;
---	---
●	the timely and efficient development of new products and services offered by the Company, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value and acceptance of these products and services by clients;
---	---
●	the successful implementation or consummation of new business initiatives, which may be more difficult or expensive than anticipated;
---	---
●	an unexpected adverse financial, regulatory, legal or bankruptcy event experienced by our financial service clients;
---	---
●	unexpected increases in our expenses;
---	---
●	changes in liquidity, including funding sources, deposit flows and the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio;
---	---
●	an unexpected deterioration in the performance of our loan or securities portfolios and our inability to absorb the amount of actual losses inherent in the portfolio;
---	---

Table of Contents

●	difficulties associated with achieving or predicting expected future financial results;
●	growth that differed from expectations and our ability to manage our growth;
---	---
●	increases in competitive pressures among financial institutions or from non-financial institutions which may result in unanticipated changes in our loan or deposit rates;
---	---
●	unexpected adverse impacts related to future acquisitions or divestitures;
---	---
●	impacts related to or resulting from regional and community bank failures and stresses to regional banks, or conditions in the securities markets or the banking industry being less favorable than currently anticipated;
---	---
●	changes in accounting principles, policies or guidelines may cause the Company’s financial condition or results of operation to be reported or perceived differently;
---	---
●	legislative, tax or regulatory changes or actions, including changes and the potential for changes to regulatory policy and the promulgation of new laws and regulations following the inauguration of a new presidential administration, may adversely affect the Company’s business;
---	---
●	unanticipated increases in FDIC insurance premiums or future assessments;
---	---
●	the costs, including the possible incurrence of fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results;
---	---
●	the current or the potential impact on the Company’s operations, financial condition, and clients resulting from natural or man-made disasters, climate change, wars, military conflict, acts of terrorism, other geopolitical events, cyberattacks, and global pandemics, or localized epidemics; and
---	---
●	unanticipated changes or developments in the industries and sectors in which we have made material investments in, as well as the impact of such changes or developments on our ability to provide banking services to those industries and sectors.
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The Company’s ability to predict results or the actual effects of its plans or strategies is inherently uncertain. As such, forward-looking statements can be affected by inaccurate assumptions made, or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect conditions only as of the date of this filing. Forward-looking statements speak only as of the date of this document. The Company undertakes no obligation (and expressly disclaims any obligation) to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements, except as may be required by law. 5

Table of Contents METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)

(in thousands, except share data)


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

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

See accompanying notes to unaudited consolidated financial statements 6

Table of Contents METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)


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

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

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

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

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

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

See accompanying notes to unaudited consolidated financial statements

Table of Contents METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(in thousands)


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

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

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

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

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

See accompanying notes to unaudited consolidated financial statements

Table of Contents METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited)

(in thousands, except share data)


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

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

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

See accompanying notes to unaudited consolidated financial statements

Table of Contents METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)


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

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

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

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

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

See accompanying notes to unaudited consolidated financial statements

Table of Contents N OTE 1 — ORGANIZATION

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

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

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

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

NOTE 2 — BASIS OF PRESENTATION

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

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

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

The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year or for any other period. 11

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

Allowance for Credit Losses

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

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

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

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

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

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

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

When loans do not share risk characteristics with other financial assets they are evaluated individually. Management applies its normal loan review procedures in making these judgments. Individually evaluated loans consist of nonaccrual loans and loans that have been modified due to financial difficulty. In determining the ACL, the Company generally applies 12

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

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

NOTE 3 — SUMMARY OF RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

Table of Contents NOTE 4 — INVESTMENT SECURITIES

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


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

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

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


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

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

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

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

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


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


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

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

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

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


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

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

Table of Contents


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

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

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

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

NOTE 5 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

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


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

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

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


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


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

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

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


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

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


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


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

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

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


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


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

Table of Contents Credit Quality Indicators

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

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

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

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values highly questionable and improbable. 19

Table of Contents

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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



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

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




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




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

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


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

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

There were no loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2026 that were modified in the prior 12 months before default. At March 31, 2026 there were no additional commitments to lend to borrowers experiencing financial difficulty whose loans have been modified. There were $7.0 million of C&I loans to borrowers experiencing financial difficulty that had a payment default during the three months 22

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

NOTE 6 — BORROWINGS

Borrowings consisted of the following (in thousands):


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

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

N.M. – not meaningful

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

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

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

NOTE 7 — STOCKHOLDERS’ EQUITY

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

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

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

Table of Contents NOTE 8 — EARNINGS PER SHARE

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


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

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

Basic earnings per common share		$	2.94		$	1.46

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

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

Diluted earnings per common share		$	2.92		$	1.45

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

NOTE 9 — STOCK COMPENSATION PLAN

Equity Incentive Plan

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

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

Restricted Stock Awards and Restricted Stock Units

The Company grants restricted stock awards and restricted stock units under the 2022 EIP to certain key personnel. Each restricted stock grant vests based on the vesting schedule outlined in the respective grant agreement. Unvested restricted stock units are subject to forfeiture if the holder is not employed by the Company on the applicable vesting date. 24

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

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

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


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

Performance-Based Stock Units

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

NOTE 10 — FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. 25

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

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

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

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

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

Table of Contents

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


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

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

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

Collateral dependent multifamily loans with a total amortized cost of $34.7 million at March 31, 2026 were reduced by an allowance for credit losses of $19.9 million for a reported total net carrying amount of $14.8 million. At March 31, 2026, collateral dependent CRE loans with a total amortized cost of $24.0 million were reduced by an allowance for credit losses of $2.4 million for a reported total net carrying amount of $21.6 million. The collateral values for these loans were estimated using individual third party appraisals that utilized the sales comparison valuation technique. The Company used 27

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

Assets and Liabilities Not Measured at Fair Value

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

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


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

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

Table of Contents


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

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

NOTE 11 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


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

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

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


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

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

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

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


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

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

Table of Contents NOTE 12 — COMMITMENTS AND CONTINGENCIES

Financial instruments with off-balance-sheet risk

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

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


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

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

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

Legal and Regulatory Proceedings

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

Table of Contents NOTE 13 — REVENUE FROM CONTRACTS WITH CUSTOMERS

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



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

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

Service charges on deposit accounts

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

Other service charges

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

Table of Contents NOTE 14 — DERIVATIVES

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

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

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


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

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

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

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

NOTE 15 — SUBSEQUENT EVENTS

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

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

Company Background

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

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

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

Recent Events

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

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

Critical Accounting Policies

Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes the Company’s most critical accounting policy, which involves the most complex or subjective decisions or assessments, is the allowance for credit losses. 34

Table of Contents Allowance for Credit Losses

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

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

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

Discussion of Financial Condition

The Company had total assets of $8.8 billion at March 31, 2026, an increase of $588.4 million, or 7.1%, from December 31, 2025. 35

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

Investments

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

Loans

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

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


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

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

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

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

Table of Contents Asset Quality

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


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

Allowance for Credit Losses – Loans and Loan Commitments

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

Deposits

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

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


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

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


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

Borrowings

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

Accumulated Other Comprehensive Income

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

Results of Operations

Net Income

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

Net Interest Income and Net Interest Margin

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

Net interest margin for the first quarter of 2026 was 4.08% compared to 3.68% for the first quarter of 2025. The 40 basis point increase reflects the decline in short-term interest rates. 38

Table of Contents


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

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


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

Interest Income

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

Interest Expense

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

Provision for Credit Losses – Loans and Loan Commitments

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

Non-Interest Income

Non-interest income decreased $1.1 million to $2.6 million for the first quarter of 2026, as compared to $3.6 million for the first quarter of 2025, driven primarily by the absence of one-time non-refundable program fees of $822,000 reflected in the first quarter of 2025. 40

Table of Contents Non-Interest Expense

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

Income Tax Expense

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

Off-Balance Sheet Arrangements

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

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

Liquidity and Capital Resources

Liquidity

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

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

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

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

Financing activities consisted primarily of activity in deposit accounts and borrowings. The Company gathers deposits from businesses and individuals through client referrals and other relationships and through its retail presence. The 41

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

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

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

Capital Resources

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


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

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

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

Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

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

Interest Rate Risk

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

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

Net Interest Income At-Risk

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

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

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


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

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

Economic Value of Equity Analysis

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


					Estimated
					Increase (Decrease) in
					EVE
Change in
Interest Rates		Estimated
(basis points)^(1)^		EVE^(2)^			Dollars			Percent
+300		$	1,344,264		$	(121,779)		(8.31)	%
+200			1,386,449			(79,594)		(5.43)	%
+100			1,432,203			(33,840)		(2.31)
—			1,466,043			—		—
-100			1,499,547			33,504		2.29
-200			1,521,802			55,760		3.80
-300			1,540,591			74,548		5.08
(1)	Assumes an immediate uniform change in interest rates at all maturities.
---	---
(2)	EVE is the fair value of expected cash flows from assets, less the fair value of the expected cash flows arising from the Company’s liabilities adjusted for the value of off-balance sheet contracts.
---	---

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

The preceding simulation analyses do not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are 44

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Table of Contents PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

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


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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

Table of Contents ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

Table of Contents ITEM 6. EXHIBITS


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

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

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

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

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

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

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

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

101	SCH XBRL Taxonomy Extension Schema

101	CAL XBRL Taxonomy Extension Calculation Linkbase

101	DEF XBRL Taxonomy Extension Definition Linkbase

101	LAB XBRL Taxonomy Extension Label Linkbase

101	PRE XBRL Taxonomy Extension Presentation Linkbase

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

Each management and compensatory plan has been marked with an asterisk (*). 48

Table of Contents SIGNATURES

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

Metropolitan Bank Holding Corp.

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

Mark R. DeFazio

President and Chief Executive Officer

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

Daniel F. Dougherty

Executive Vice President and Chief Financial Officer

Form of Restricted Stock Unit Award Agreement (Executive) (00420097).DOCX

Exhibit 10.1

Restricted Stock Unit Award Agreement

Granted by

METROPOLITAN BANK HOLDING CORP.

under the

METROPOLITAN BANK HOLDING CORP.

AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN, AS AMENDED

This Restricted Stock Unit Award Agreement (“Agreement”) is and shall be subject in every respect to the provisions of the Amended and Restated 2022 Equity Incentive Plan (the “Plan”), as amended April 11, 2025, of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, and further subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Unit Award (“Restricted Stock Unit Award”) pursuant to the Plan (“Grantee”). The Grantee of this Restricted Stock Unit Award hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors of the Company (the “Board”) shall be final, binding and conclusive upon the Grantee and the Grantee’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined shall have the same meaning as in the Plan.

1. Name of Grantee:

2. Date of Grant:

3. Total number of Restricted Stock Units covered by the Restricted Stock Unit Award:

4. Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Unit Award will vest in accordance with the following schedule:


Date	Vested Portion of Award^1^	Number of Shares of Common Stock
[[●]	1/3	[●]
[●]	1/3	[●]
[●]	1/3	[●]]

^1^ To the extent that the number of Restricted Stock Units are not equally divisible into the number of vesting periods set forth above, the number of Restricted Stock Units vesting in a period will be rounded down to the nearest whole number.

5**.**Grant of Restricted Stock Unit Award.

The Restricted Stock Unit Award is an Award denominated in shares of Stock, except that no shares of Stock are actually awarded to the Grantee on the Date of Grant. The Restricted Stock Units will be credited to the Grantee’s account maintained on the books and records of the Company on behalf of the Grantee, subject to the terms of the Plan and this Agreement. The Committee shall impose any conditions or restrictions on any Restricted Stock Unit Awards as it may deem advisable, including purchase price, time-based restrictions, or holding requirements or sale restrictions. Subject to the terms and conditions of the Plan and this Agreement, the Restricted Stock Unit Award will be settled in shares of the Company’s Stock on each vesting date according to the vesting schedule as specified in Section 4.

6.	Terms and Conditions.
6.1	Dividend Equivalent Rights. Subject to the restrictions, limitations and conditions described in the Plan and/or this Agreement, Restricted Stock Units will earn dividend equivalent rights during the vesting period at the rate of dividends per share paid by the Company on the Company’s Stock. Dividend equivalent rights will accrue but will not be paid until the Restricted Stock Units are earned, vested and issued to the Grantee. Dividend equivalent rights will be forfeited if the Restricted Stock Units are forfeited.
---	---
6.2	No Voting Rights. The Grantee shall not have any rights of a stockholder with respect to the shares of the Company’s Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.
---	---
7.	Accelerated Vesting on Change in Control, Death or Disability.
---	---
7.1	In the event of a Change in Control occurs during the vesting period, without regard to whether Participant’s employment has been terminated, the Grantee shall become fully vested in all outstanding Restricted Stock Unit Awards subject to this Agreement.
---	---

7.2	In the event of the Grantee’s death or Disability during the vesting period, the Grantee (or the Grantee’s beneficiary, as applicable) shall become fully vested in all outstanding Restricted Stock Unit Awards subject to this Agreement.

7.3	Other than as set forth in Sections 7.1 and 7.2 above, no Restricted Stock Unit Award will vest in less than the one year from the date of grant.

8.Effect of Other Terminations of Service on Award.

8.1	Termination by the Company for Cause. In the event Grantee’s employment with the Company is terminated by the Company for “Cause” (as defined in the [ Employment Agreement, dated as of [●]], between the Company, Metropolitan Commercial Bank and the Participant, as amended from time to time (the “Employment Agreement”)) all unvested Restricted Stock Units shall be forfeited by Grantee as of the date of Grantee’s termination (the “Termination Date”).
8.2	Termination by the Company without Cause Grantee’s Termination for Good Reason or Participant’s Termination by Retirement. In the event Grantee’s employment is terminated by the Company without Cause, the Grantee terminates employment for Good Reason (as defined in the Employment Agreement) or the Grantee terminates employment by Retirement (as defined below) all Restricted Stocks Units shall immediately become vested as of the Termination Date. For purposes of this paragraph, “Retirement” shall mean the Grantee’s retirement from employment with the Company on or after the attainment of age 65 with at least 10 years of service with the Company, and subject to all applicable provisions of the Employment Agreement with respect to the Grantee’s retirement.
---	---
8.3	Termination by Grantee. If Grantee terminates Service prior to the last vesting date set forth in Section 4. above for any reason not set forth in this Section 8 or Section 7. above, all remaining unvested Restricted Stock Units subject to this Agreement shall be forfeited automatically.
---	---

9.Adjustment Provisions.

This Restricted Stock Unit Award, including the number of shares subject to the Restricted Stock Unit Award will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4(a) of the Plan.

10.Miscellaneous.

10.1

This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Grantee.

10.2

Subject to written consent by the Committee, the Grantee shall have the right to direct the Company to collect, at the Grantee’s highest marginal tax rate, federal, state and local income taxes and the employee portion of FICA taxes (Social Security and Medicare) with respect to any Restricted Stock Unit Award in accordance with Section 7.8 of the Plan. Notwithstanding the foregoing, the Company shall have the right to require the Grantee to pay the Company the amount of any tax that the Company is required to withhold with respect to such vesting of the Restricted Stock Unit Award or sell without notice, a sufficient number of shares of Stock to cover the minimum amount required to be withheld under applicable law.

---

10.3	This Restricted Stock Unit Award shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, except as superseded by federal law.
10.4	This Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Common Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
---	---
10.5	The granting of this Restricted Stock Unit Award does not confer upon the Grantee any right to be retained in the employ of the Company or any subsidiary.
---	---

11.Collection of Withholding Taxes.

The Company shall collect the employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Unit Awards (including additional amounts paid due to Dividend Equivalents) at the time the Restricted Stock Unit Awards vest hereunder. The FICA taxes shall be based on the fair market value of the Common Stock underlying the Restricted Stock Unit Awards on the Vesting Date. Unless the Grantee delivers a separate check payable to the Company in the amount of the FICA taxes required to be withheld from the Grantee, the Company shall withhold those taxes from the Grantee’s wages.

The Company shall collect the federal, state and local income taxes required to be withheld with respect to the Common Stock issued in accordance with the terms of the Plan; and the withholding shall not exceed the amount necessary to satisfy the withholding requirements. Notwithstanding anything herein to the contrary, no withholding taxes shall be collected from Non-Employee awards.

12.Section 409A of the Code.

It is the intention of the parties that the provisions of this Agreement comply with the requirements of Section 409A of the Code and Treasury Regulations thereunder, to the extent applicable.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Unit Award set forth above.


	METROPOLITAN BANK HOLDING CORP.

	By:

GRANTEE’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Unit Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related Prospectus.


	GRANTEE

Exhibit 10.2

Performance-Based Restricted Stock Unit Award Agreement

Granted by

METROPOLITAN BANK HOLDING CORP.

under the

METROPOLITAN BANK HOLDING CORP.

AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN, AS AMENDED

This Performance-Based Restricted Stock Unit Award Agreement (“Agreement”) is and shall be subject in every respect to the provisions of the Amended and Restated 2022 Equity Incentive Plan (the “Plan”), as amended April 11, 2025, of Metropolitan Bank Holding Corp, (the “Company”) which are incorporated herein by reference and made a part hereof, unless superseded by the provisions of this Agreement, including Exhibit A. A copy of the Plan has been provided to each Participant granted a performance-based restricted stock unit award (the “Performance Award”) pursuant to the Plan. The holder of this Performance Award (the “Participant”) hereby accepts this Performance Award, subject to all the terms and provisions of the Plan, this Agreement and Exhibit A, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined shall have the same meaning as in the Plan.

1.	Name of Participant:
2.	Date of Grant:
---	---
3.	Total number of Performance Awards covered by the Award:
---	---

The total number of Performance Awards to be issued will be determined by the Committee or the Board based on the results of the applicable performance measures, as set forth in Exhibit A attached hereto (the “Performance Measures”).

Performance Period; Issuance of Stock.

4.1

Performance Period. The “Performance Period” for this Award commences on January 1, [●] and concludes on December 31, [●]. During the first quarter of the year immediately following the Performance Period, the Committee shall meet to evaluate the Company and Participant’s performance and determine the Participant’s attainment level over the Performance Period for each Performance Measure as set forth in Exhibit A. The total number of Performance Awards that vest in accordance with the formulation and vesting schedule provided in Section

---

4.2 below and as specified in Exhibit A will depend on whether and to what extent the Performance Measures have been satisfied, as determined by the Committee. The Committee shall thereafter report its determination to the Board and to the Participant. Following the Committee’s determination in accordance with the foregoing, the number of Performance Awards earned by the Participant will be credited to the Participant’s account maintained on the books and records of the Company on behalf of the Participant, subject to the terms of the Plan and this Agreement.
4.2	Vesting Schedule. Except as otherwise provided in this Agreement, all or a portion of this Performance Award shall vest [●] and as specified in Exhibit A ([each such date, a]/ the “Vesting Date”).
---	---
4.3	Acceleration of Vesting. In addition to Section 4.2 of this Agreement, vesting of [earned/ unearned] Performance Awards will automatically accelerate upon the occurrence of an event set forth in Section 7 and Section 8 of this Agreement, in accordance with the terms set forth therein.
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4.4	Issuance of Stock. Subject to the terms and conditions of the Plan and this Agreement, the Performance Awards will be settled in shares of Common Stock of the Company (“Stock”) no later than 60 days following the Vesting Date (the “Settlement Date”).
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4.5	No Fractional Shares. In no event shall any fractional shares be issued in connection with the vesting of Performance Awards pursuant to this Agreement. Accordingly, the total number of shares of Stock to be issued pursuant to the vesting of Performance Awards shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share. For the avoidance of doubt, the settlement of all Performance Awards that vest under the Award shall be made solely in shares of Stock.
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5.	Performance Awards.
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Each Performance Award represents the right to receive one share of Stock on the date determined in accordance with this Agreement and the Plan.

6.	Dividends and Voting Rights.
6.1	No Dividends Payable on Performance Awards. No dividends or dividend equivalents shall be paid on the Performance Awards. Following the vesting of and conversion of Performance Awards to Stock of the Company, the Participant shall be entitled to any dividends declared on such Stock on the same basis as other stockholders.
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6.2	No Voting Rights. The Participant shall have no voting right with respect to any Performance Award granted hereunder. Following the vesting of and conversion of Performance Awards to Stock, the Participant shall be entitled to vote such Stock on the same basis as other stockholders.
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7.	Accelerated Vesting on Change in Control, Death or Disability.
7.1	In the event of a Change in Control that occurs during the Performance Period, without regard to whether Participant’s employment has been terminated, any unearned Performance Awards shall be immediately earned, vested and paid upon such Change in Control [at an attainment level of “Target” (as used herein, “Target” means [●] Performance Awards, the total number of Performance Awards covered by this Award). In the event of a Change in Control that occurs following the end of the Performance Period, any earned but non-vested Performance Awards will become vested immediately. In the event of a Change in Control, the Settlement Date for conversion of all Performance Awards that vest in accordance with this Section 7.1 into Stock shall be the date of the Change in Control]/ [The level at which unearned Performance Awards shall be earned in accordance with this Section 7.1 is as follows: (1) if the Change in Control occurs in the first 12-month period of the Performance Period, the Performance Award shall be earned at “Target” (as used herein, “Target” means 27,870 Performance Awards, the total number of Performance Awards covered by this Award) and (2) if the Change in Control occurs after the end of the first 12-month period in the Performance Period, (i) the actual Annual Performance Results for any completed 12-month period in the Performance Period shall apply and (ii) the Annual Performance Results for any incomplete (or not yet begun) 12-month period in the Performance Period will be the same Annual Performance Result achieved in the most recently completed 12-month period, but in no event will the Annual Performance Result be lower than Target. For example, if the Change in Control occurs during the second 12-month period in the Performance Period, and the results of the prior 12-month period were at Maximum, the Annual Performance Results for the first, second, and third 12-month periods will be at Maximum. For purposes of this Agreement, “Annual Performance Results” shall mean the performance results for the Performance Measures provided in Exhibit A hereto over each full fiscal year in the Performance Period.]
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7.2	Anything in this Agreement to the contrary notwithstanding, if, during the Performance Period and prior to the forfeiture of Performance Awards, if any, under Section 8.1, Participant dies or becomes Disabled, Participant (or his designated beneficiary) shall earn, vest and be paid all [Performance Awards made pursuant to this Agreement at an attainment level of Target. In the event of the Participant’s death or Disability after the end of the Performance Period and after the Committee’s determination of the achievement of the Performance Measures for the Performance Period, any earned but non-vested Performance Awards shall vest immediately and the Participant (or the Participant’s beneficiary) shall be entitled to those shares]/ [outstanding Performance Awards made pursuant to this Agreement. The level at which Performance Awards shall be earned in accordance with this Section 7.2 is as follows: (1) if the death or Disability occurs in the first 12-month period of the Performance Period, the Performance Award shall be earned at Target and (2) if the death or Disability occurs after the end of the first 12-month period in the Performance Period, (i) the actual Annual Performance Results for any completed 12-month period in the Performance Period shall apply and (ii) the Annual Performance Results for any incomplete (or not yet begun) 12-
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month period in the Performance Period will be the same Annual Performance Result achieved in the most recently completed 12-month period, but in no event will the Annual Performance Result be lower than Target. For example, if the death or Disability occurs during the second 12-month period in the Performance Period, and the Annual Performance Results for the prior 12-month period would result in a Maximum earnout for that period, the Annual Performance Results for the first, second, and third 12-month periods will result in an earnout of the Performance Award at Maximum].
8.	Effect of Other Terminations of Service on Award.
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8.1	Termination by the Company for Cause. In the event the Participant’s employment with the Company is terminated by the Company for Cause (as defined in the [Employment Agreement, dated as of [●]], between the Company, Metropolitan Commercial Bank and the Participant, as amended from time to time (the “Employment Agreement”)), all unearned and/or unvested Performance Awards will be forfeited by Participant as of the date of Participant’s termination (the “Termination Date”).
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8.2	Termination by the Company without Cause, Participant’s Termination for Good Reason or Participant’s Termination by Retirement. Anything in this Agreement to the contrary notwithstanding, if, during the Performance Period and prior to the forfeiture of Performance Awards, if any, under Section 8.1, in the event Participant’s employment is terminated by the Company without Cause, the Participant terminates employment for Good Reason (as defined in the Employment Agreement) or the Participant terminates employment by Retirement (as defined below) during the Performance Period, [any earned but unvested Performance Awards will vest immediately]/ [Participant shall earn, vest and be paid all outstanding Performance Awards made pursuant to this Agreement. The level at which unearned Performance Awards shall be earned in accordance with this Section 8.2 is as follows: if the event occurs (1) in the first 12-month period of the Performance Period, the Performance Award shall be earned at Target and (2) after the end of the first 12-month period in the Performance Period, (i) the actual Annual Performance Results for any completed 12-month period in the Performance Period shall apply and (ii) the Annual Performance Results for any incomplete (or not yet begun) 12-month period in the Performance Period will be the same Annual Performance Result achieved in the most recently completed 12-month period, but in no event will the Annual Performance Result be lower than Target. For example, if the event occurs during the second 12-month period in the Performance Period, and the results of the prior 12-month period were at Maximum, the Annual Performance Results for the first, second, and third 12-month periods will be at Maximum]. For purposes of this paragraph, “Retirement” shall mean the Participant’s retirement from employment with the Company on or after the attainment of age 65 with at least 10 years of service with the Company, and subject to all applicable provisions of the Employment Agreement with respect to the Participant’s retirement.
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8.3	Termination by Participant. If Participant terminates Service prior to the vesting date for any reason not set forth in this Section 8 or Section 7 above, all unearned
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and/or unvested Performance Awards will be forfeited and all vested Performance Awards will be issued to the Participant in Stock no later than 60 days after the Termination Date.
9.	Adjustment Provisions.
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This Performance Award shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 2.5(b) of the Plan and as otherwise provided in the Plan.

10.	Miscellaneous.
10.1	No Performance Award shall confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and the Stock is issued to the Participant.
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10.2	This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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10.3	Prior to actual receipt of the awarded shares of Stock that become issuable hereunder, the Participant may not transfer any interest in the Performance Award or the underlying shares of Stock to be awarded hereunder. Any awarded shares underlying Performance Awards that vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or applicable beneficiary designation.
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10.4	This Agreement and the terms of the Performance Awards shall be governed by and construed in accordance with the laws of the state of New York, without regard to its principles of conflicts of laws, except as superseded by federal law.
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10.5	This Agreement is subject to all laws, regulations and orders of any governmental authority that may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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10.6	The granting of Performance Awards in accordance with this Agreement does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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10.7	Notwithstanding any provision to the contrary and solely to the extent necessary to comply with Section 409A of the Code, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and any payment or distribution of shares of Stock with respect to the Performance Awards are payable due to the Participant’s “separation from service” within the meaning of Section 409A of the Code (hereinafter, referred to as a “Separation from Service”), no payment or distribution of shares of Stock with respect to the Performance Awards shall be made within with the first six months following the Participant’s Separation from
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Service. Rather, such payment or distribution of shares of Stock shall be made on the first day of the seventh month following the Participant’s Separation from Service.
10.8	For the avoidance of doubt, this Performance Award shall be subject to the applicable policies of the Company, including, without limitation, the Company’s Incentive Compensation Recoupment Policy or any similar policy of the Company that is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the corresponding listing standards adopted by The New York Stock Exchange, as applicable.
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11.	Collection of Withholding Taxes.
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The Company shall collect the employee portion of the FICA taxes (Social Security and Medicare) with respect to the Performance Awards (including additional amounts paid due to Dividend Equivalents) at the time the Performance Awards vest hereunder. The FICA taxes shall be based on the fair market value of the Common Stock underlying the Performance Awards on the Vesting Date. Unless the Participant delivers a separate check payable to the Company in the amount of the FICA taxes required to be withheld from the Participant, the Company shall withhold those taxes from the Participant’s wages.

12.	Section 409A of the Code.

It is the intention of the parties that the provisions of this Agreement comply with the requirements of Section 409A of the Code and Treasury Regulations thereunder, to the extent applicable.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Performance Award set forth above.


	METROPOLITAN BANK HOLDING CORP.


	By:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Performance Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related Prospectus.


	PARTICIPANT

EXHIBIT A

Policy Name

Exhibit 19.1

Policy Name	Insider Trading Policy	Approval Date	April 29, 2026

Contents

PURPOSE‌22. SCOPE ‌23. GOVERNING REGULATIONS, APPLICABLE POLICIES OR PROCEDURES‌34. ROLES & RESPONSIBILITIES‌35. KEY DEFINITIONS‌36. POLICY CONTENT‌56.1. Transactions Under Company Plans‌76.2. Additional Prohibited Transactions‌87. EXCEPTIONS TO THEPOLICY‌108. RECORD RETENTION‌10APPENDIX A ‌10APPENDIX B – Additional Information For Directors, Senior Officers and Designated Employees Regarding Quarterly Blackouts and Special Blackouts‌10APPENDIX C – Sample Email Re: Quarterly Blackouts‌12APPENDIX D – Sample Email Re: Special Blackouts‌13

1.	PURPOSE

HoldCo is a public company, the common stock of which is traded on the New York Stock Exchange and registered under the Securities and Exchange Act of 1934 (the “Exchange Act”).

The purchase or sale of HoldCo securities while aware of Material Nonpublic Information, or the disclosure of Material Nonpublic Information to others who then trade in HoldCo’s securities, is prohibited by the federal securities laws. Insider trading violations are pursued vigorously by the U.S. Securities and Exchange Commission (the “SEC”) and the U.S. Attorneys and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip and/or provide Material Nonpublic Information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

The Board of Directors of HoldCo (the “Board”) has adopted this Insider Trading Policy (the “Policy”) both to satisfy HoldCo’s obligation to prevent insider trading and to help MCB’s personnel avoid the severe consequences associated with violations of insider trading laws. This Policy is also intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with MCB (not just MCB’s senior officers, executives or directors).

The consequences of an insider trading violation can be severe:

Traders and Tippers. MCB personnel who trade on insider information, or who tip information to a person who then trades (even if HoldCo insider does not trade and does not profit from the tippee’s trading), may be subject to the following penalties:

●	A civil penalty of the greater of $1,000,000 or three times the profit gained or loss avoided;
●	A criminal fine of up to $5,000,000 (regardless of the size of the profit gained or loss avoided); and
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●	A jail term of up to 20 years.
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“Controlling Persons”. Based on a HoldCo insider’s unlawful trading or tipping, MCB and its supervisory personnel may be subject to the following penalties:

●	A civil penalty of the greater of $1,000,000 or three times the profit gained or loss avoided as a result of HoldCo insider’s violation; and
●	A criminal penalty of up to $5,000,000 for an individual or $25,000,000 for MCB.
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All MCB employees and third-party resources engaged by MCB must comply with the terms of this Policy to the degree applicable to them.

2.	SCOPE

No director, officer or other employee of MCB (references to MCB herein include the Bank and other subsidiaries of HoldCo or the Bank) who is aware of Material Nonpublic Information relating to MCB may, directly or through family members or other persons or entities, (a) buy or sell securities of HoldCo (other than pursuant to a pre-approved trading plan that complies with SEC


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Rule 10b5-1), or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside MCB, including family and friends. In addition, no director, officer or other employee of MCB who, in the course of working for MCB, learns of Material Nonpublic Information about a company with which MCB does business, including a customer or supplier of MCB, may trade in that company’s securities until the information becomes public or is no longer material.

For the avoidance of doubt, even when a Quarterly or Special Blackout Period is not in place, any person who possesses Material Nonpublic Information regarding MCB is prohibited from entering into transactions involving HoldCo’s stock until such information becomes available to the public.

3.	GOVERNING REGULATIONS, APPLICABLE POLICIES OR PROCEDURES

The Policy is intended to align with all applicable laws, rules, and regulations, including but not limited to the Insider Trading and Securities Enforcement Act of 1988 (the “Enforcement Act”) and the Exchange Act.

4.	ROLES & RESPONSIBILITIES

Ultimately, the responsibility for adhering to this Policy and avoiding unlawful transactions rests with the individual employee The key roles and responsibilities for the administration of this Policy are summarized below:


Role	Responsibilities
Legal Department	•<br><br>Notify directors, Senior Officers and Designated Employees regarding the commencement and termination of Quarterly Blackout Periods and Special Blackout Periods.<br><br>•<br><br>Determine the employees or individuals outside of the Bank’s Accounting, Financial Reporting, Treasury and Legal Departments who are Designated Employees in accordance with the provisions of this Policy.<br><br>•<br><br>Undertake such other determinations, evaluations, consultation and coordination as may be prescribed by this Policy.
Corporate Secretary	•<br><br>Receive pre-notification of transactions in HoldCo securities by directors, Senior Officers and Designated Employees and take the appropriate steps in response thereto as outlined in this Policy., including coordinating applicable SEC filings and other notifications.<br><br>•<br><br>Provide guidance to any person who has a question about this Policy or its application to any proposed transaction.


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5.	KEY DEFINITIONS

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Term	Key Definition
Business Partners	•<br><br>Other companies or entities with whom HoldCo and/or the Bank (or any of their subsidiaries) conduct business, including but not limited to customers, vendors, suppliers or acquisition candidates.
Designated Employees	•<br><br>All employees that work in the Bank’s Accounting, Financial Reporting, Treasury, and Legal Departments, and any other employee or individual contracted by MCB designated by the Legal Department from time to time as a Designated Employee owing to his or her access and proximity to Material Nonpublic Information about MCB by virtue of his or her role, job duties or position with MCB, as may be the case.
Material Information	•<br><br>Any information that a reasonable investor would consider important in making a decision to buy, hold, or sell securities, or if the disclosure of the information could reasonably be expected to alter significantly the total mix of information in the marketplace about MCB. Examples of information that ordinarily could be regarded as material include, but are not limited to, the following:<br><br>o<br><br>Projections of future earnings or losses, or other earnings guidance;<br><br>o<br><br>Earnings that are inconsistent with the consensus expectations of the investment community;<br><br>o<br><br>Financial or accounting problems;<br><br>o<br><br>Significant non-recurring gains or losses;<br><br>o<br><br>Events that could result in restating financial information;<br><br>o<br><br>A pending or proposed merger, acquisition or tender offer;<br><br>o<br><br>A pending or proposed acquisition or disposition of a significant asset;<br><br>o<br><br>Events relating to HoldCo’s securities (e.g., a change in dividend policy, the declaration of a stock split, an offering of additional securities, a stock repurchase program, a stock or debt offering, defaults on senior securities, calls of securities for redemption, or changes to the rights of security holders);


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Term	Key Definition
	o<br><br>Any event requiring the filing or furnishing of a Form 8-K;<br><br>o<br><br>Significant litigation or regulatory events;<br><br>o<br><br>A change in auditors or auditor notification that HoldCo may no longer rely on an auditor’s audit report;<br><br>o<br><br>New products or discoveries, or developments regarding customers or suppliers;<br><br>o<br><br>Bankruptcies or receiverships; and<br><br>o<br><br>Changes in management.
Material Nonpublic Information	•<br><br>Material Information that has not been disclosed to the public. For information to be considered public, there should be some evidence that it has been widely disseminated and that the investing public has had time to absorb the information.
Quarterly Blackout Period	•<br><br>Each period commencing with the 20^th^ day of the third month of each calendar quarter (March 20, June 20, September 20 and December 20) and ending at the opening of the market on the second business day following the public release of HoldCo’s financial information for that quarter.
Senior Officers	•<br><br>All employees holding the title Senior Vice President or above.
Special Blackout Period	•<br><br>A period of time during which it has been determined, based upon consultation with outside counsel, that directors, Senior Officers and Designated Employees should be and are prohibited from engaging in any transaction involving HoldCo’s securities

6.	POLICY CONTENT

Policy Regarding the Confidentiality of MCB Information and the Disclosure of Information to Others. MCB personnel should not discuss internal matters or developments with anyone outside of the company, except as required in the performance of regular corporate duties. MCB personnel with knowledge of Material Nonpublic Information should only disclose such information to other such personnel on a need-to-know basis. HoldCo is required under Regulation FD of the SEC to avoid the selective disclosure of Material Nonpublic Information. MCB maintains a Fair Disclosure Policy and has established procedures for releasing Material Nonpublic Information in a manner designed to achieve broad public dissemination of the information


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immediately upon its release. Personnel may not, therefore, disclose information to anyone outside the company, this includes on social media pages, in an internet “chat room” or similar internet-based forum, even if access is limited.

Twenty-Twenty Hindsight. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.

When Information is “Public”. If you are aware of Material Nonpublic Information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release or an SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until the opening of the market on the second business day after the information is released. If, for example, MCB were to make an announcement on a Monday, you should not trade in HoldCo’s securities until Wednesday. If an announcement were made on a Friday (or before the market opens on Monday), Tuesday generally would be the first eligible trading day.

Transactions by Family Members. This Policy also applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in HoldCo securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in HoldCo securities). You are responsible for the transactions of these and other persons, and therefore should make them aware of the need to confer with you before they trade in HoldCo’s securities.

Applicability of Policy to Inside Information Regarding Other Companies. **** This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to other companies and entities, including MCB’s Business Partners when that information is obtained in the course of employment with, or other services performed on behalf of, MCB. Civil and criminal penalties and termination of employment may result from trading on Material Nonpublic Information regarding other companies and entities, including MCB’s Business Partners, when that information is obtained in the course of employment with, or other services performed on behalf of, MCB. All employees should treat Material Nonpublic Information of other companies or entities, and particularly MCB’s Business Partners, so acquired with the same care required with respect to information related directly to MCB.

Quarterly Blackout Periods Relating to Earnings Releases; Notice to the Corporate Secretary . **** As a precaution, directors, Senior Officers and Designated Employees are specifically prohibited from engaging in any transaction involving a purchase or sale of HoldCo’s securities during any Quarterly Blackout Period. Further information regarding this portion of the Policy is set forth in Appendix B hereto, which is incorporated herein and made a part of this Policy. Appendix B also contains a requirement for directors, Senior Officers and Designated Employees to notify the Corporate Secretary in writing prior to engaging in any transactions of HoldCo’s common stock. The timing of the notification should provide sufficient opportunity for MCB to assess the circumstances and assure compliance with the prohibition on trading during Quarterly and Special Blackout Periods or while in possession of Material Nonpublic Information (e.g., pre-market on the day that the directors, Senior Officers or Designated Employee intends to trade). An email,


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substantially in the form set forth in Appendix C to this Policy, will be sent to each director, Senior Officer and Designated Employee confirming the commencement of the Quarterly Blackout Period.

Special Blackout Periods. Events may occur or circumstances may exist outside of Quarterly Blackout Periods during which MCB determines, at the direction of MCB’s General Counsel and based upon consultation with outside counsel, that directors, Senior Officers and Designated Employees should not engage in any transaction involving a purchase or sale of HoldCo’s securities. In such cases, an email substantially in the form set forth in Appendix D to this Policy will be sent to each director, Senior Officer and Designated Employee notifying them of the commencement of a Special Blackout Period. MCB may keep a Special Blackout Period in place for a reasonable period time after the information becomes public to allow market participants sufficient opportunity to absorb the Material Information that prompted such Special Blackout Period. A Special Blackout Period will remain in effect until MCB’s Legal Department announces that it has been lifted.

6.1.Transactions Under Company Plans

Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option, or to the exercise of a tax withholding right pursuant to which you elect to have MCB withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock following exercise or as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have MCB withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. This Policy does apply, however, to any market sale of vested restricted stock.

401(k) Plan . You may not (i) initiate a transfer of funds into or out of HoldCo stock fund or (ii) elect to invest, change an investment election in or change the amount invested in HoldCo stock through the Bank’s 401(k) plan while in possession of Material Nonpublic Information regardless of whether or not a Quarterly or Special Blackout Period is in effect. In addition, directors, Senior Officers and Designated Employees may not (i) initiate a transfer of funds into or out of HoldCo stock fund or (ii) elect to invest, change an investment election in or change the amount invested in HoldCo stock through the Bank’s 401(k) plan while a Quarterly or Special Blackout Period is in effect. However, this Policy does not apply to purchases of HoldCo stock in HoldCo stock fund in the 401(k) Plan made on your behalf via automatic payroll deductions pursuant to a prior election.

Dividend Reinvestment Plan . This Policy does not apply to purchases of HoldCo stock under MCB’s dividend reinvestment plan resulting from the automatic reinvestment of dividends paid on HoldCo stock. You may not, however, (i) make voluntary purchases of HoldCo stock resulting from additional contributions you choose to make to the dividend reinvestment plan or (ii) elect to participate in the plan or increase your level of participation in the plan while in possession of Material Nonpublic Information regardless of whether or not a Quarterly or Special Blackout Period is in effect. In addition, directors, Senior Officers and Designated Employees may not


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(i) make voluntary purchases of HoldCo stock resulting from additional contributions made to plan or (ii) elect to participate, change an election in or change the amount contributed to HoldCo stock through the plan while a Quarterly or Special Blackout Period is in effect. This Policy also applies to your sale of any HoldCo stock purchased pursuant to the plan.

Employee Stock Purchase Plan. This Policy does not apply to purchases of HoldCo stock under any employee stock purchase plan offered by MCB resulting from your periodic, automatic payroll contributions to the plan. You may not, however, (i) elect to participate, change an election in or change the amount contributed to the plan while a Quarterly or Special Blackout Period is in effect or (ii) elect to participate in the plan or increase your level of participation in the plan while in possession of Material Nonpublic Information regardless of whether or not a Quarterly or Special Blackout Period is in effect.

Company Stock Repurchases.

From time to time, HoldCo may engage in transactions in its own securities. The provisions of this Policy apply generally to HoldCo and its transactions in its own securities, including that HoldCo will not engage in transactions in HoldCo’s securities while aware of Material Nonpublic Information relating to MCB or HoldCo’s securities. Moreover, the considerations regarding when information is “public” as described in this Policy apply generally to HoldCo and any transactions in its own securities.

Consistent with the provisions of this Policy described below related to 10b5-1 plans, HoldCo may purchase HoldCo’s securities pursuant to a Board-approved and then-currently effective stock repurchase program during a Quarterly or Special Blackout Period in accordance with a Rule 10b5-1 plan, provided that HoldCo must first determine that (i) it is not in possession of Material Nonpublic Information that prohibits the entry into a Rule 10b5-1 plan, and is not already in a Quarterly or Special Blackout Period; (ii) it is not currently in the process of conducting a transaction or series of related transactions that have not been publicly disclosed and which, if consummated, would likely have a material impact on the financial condition, results of operations of MCB or otherwise be material to MCB; and (iii) it has sought the advice of any advisors as it shall deem appropriate.

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6.2.Additional Prohibited Transactions

It is improper and inappropriate for any director, officer or other employee of MCB to engage in short-term or speculative transactions in HoldCo’s securities. It is, therefore, MCB’s policy that directors, officers and other employees may not engage in any of the following transactions:

Short-term Trading. An employee’s short-term trading of HoldCo’s securities may be distracting to the employee and may unduly focus the employee on HoldCo’s short-term stock market performance instead of MCB’s long-term business objectives. For these reasons and to comply with Section 16(b) of the Exchange Act prohibiting short-swing profit transactions, any director, Senior Officer or Designated Employee of MCB who purchases HoldCo securities in the open market may not sell any company securities of the same class during the six months following the purchase or purchase any company securities of the same class during the six months following the sale.


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Short Sales. Short sales of HoldCo’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in MCB or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve MCB’s performance. For these reasons, short sales of HoldCo’s securities are prohibited by this Policy. In addition, Section 16(c) of the Exchange Act prohibits Senior Officers and directors from engaging in short sales.

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities held in an account that may be borrowed against or are otherwise pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale may occur at a time when the pledgor is aware of Material Nonpublic Information or otherwise is not permitted to trade in HoldCo securities and, as a result, the pledgor may be subject to liability under insider trading laws. Therefore, directors, Senior Officers and Designated Employees are prohibited from holding HoldCo securities in a margin account or pledging HoldCo securities as collateral for a loan. An exception to this prohibition may be granted by approval of the Board.

Hedging and Other Derivative Transactions. Directors, officers, and employees are also prohibited from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of HoldCo common stock or engaging in speculative transactions in derivatives of HoldCo’s securities, such as puts, calls, options (other than those granted under MCB’s benefit plans) or other derivatives.

Post-Termination Transactions. This Policy continues to apply to your transactions in HoldCo securities even after you have terminated employment or directorship. If you are in possession of Material Nonpublic Information when your employment or directorship terminates, you may not trade in HoldCo securities until that information has become public or is no longer material.

Pre-Clearance for Rule 10b5-1 Plans . Directors and Senior Officers may not implement a trading plan which meets the requirements of SEC Rule 10b5-1 (including satisfaction of a cooling-off period and inclusion in the plan of certain certifications) at any time without prior notification to the Corporate Secretary. Directors and Senior Officers may only enter into a trading plan (or cancel, amend or change an existing trading plan) when they are not in possession of Material Nonpublic Information. In addition, directors and Senior Officers may not enter into a trading plan (or cancel, amend or change and existing trading plan) during a Quarterly Blackout Period or a Special Blackout Period. Once notification of a trading plan has been provided (and provided that MCB had sufficient time to evaluate the plan and the circumstances), and assuming the plan complies with SEC Rule 10b5-1, including that the plan specifies the dates, prices and amounts of the contemplated trades or establishes a formula for determining dates, prices and amounts, trades made pursuant to the plan will not require further approval. For the purposes of this Policy, a change or amendment to an existing trading plan is deemed to constitute the entry into a new trading plan, and requires advance notification. Transactions conducted under a trading plan must be promptly reported to the Corporate Secretary who will prepare or cause to be prepared, the necessary Form 4. Further, certain information regarding the trading plan will be required to be disclosed in HoldCo’s SEC filings, including a description of the material terms of such trading plan.


9	Insider Trading Policy

7.	EXCEPTIONS TO THE POLICY

There are no exceptions to complying with this Policy. MCB expects the strictest compliance with this Policy by all personnel at every level. Failure to comply with this Policy may result in severe legal difficulties for you, as well as for MCB. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from this Policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve MCB’s reputation for adhering to the highest standard of conduct.

A failure to follow both the letter and the spirit of this Policy shall be considered a matter of extreme seriousness and may be grounds for termination of employment or other disciplinary action, whether or not the failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish MCB’s and an individual’s reputation and irreparably damage a career.

8.	RECORD RETENTION

Any records created as a result of this Policy should be held pursuant to the Bank’s Record Retention Program as described in the Data Management Policy.

APPENDIX A

APPENDIX B – Additional Information For Directors, Senior Officers and Designated Employees Regarding Quarterly Blackouts and Special Blackouts

HoldCo is a public company, the common stock of which is traded on the New York Stock Exchange and registered under the Exchange Act. Pursuant to the Exchange Act, HoldCo files periodic reports and proxy statements with the SEC. The Bank is HoldCo’s wholly owned subsidiary.

As a public company, the directors, officers and employees of MCB have a responsibility not to participate in the market for HoldCo’s common stock while in possession of “Material Nonpublic Information” about MCB. Under the Enforcement Act, MCB can be held liable for employee violations of the insider trading laws, unless it has adopted policies and procedures to prevent insider trading. Efforts by the SEC to police insider trading laws have highlighted the need for awareness of the responsibilities and potential liability in this area. Executive officers and directors of MCB are also subject to various reporting obligations regarding their ownership, and changes in their ownership, of HoldCo common stock.

MCB has adopted policies and procedures regarding insider trading and the confidentiality of information that are applicable to all employees, officers and directors. This Appendix B addresses additional restrictions that are applicable only to Directors, Senior Officers and Designated Employees of MCB.


10	Insider Trading Policy

Additional Restrictions on Purchases and Sales during Certain “Blackout” Periods

The following additional procedures with respect to the participation in the market for HoldCo’s common stock by the directors, Senior Officers and Designated Employees of MCB have been adopted by the Board of Directors in order to assure compliance with the federal securities laws. It should be emphasized that these procedures are designed to: (i) avoid even the appearance of trading on insider information, (ii) as a cautionary matter, eliminate the ongoing question of when knowledge of unreported quarterly and year-end financial information may be considered “material” under the insider trading laws, and (iii) enable MCB to assure that the insider trading reporting requirements of Section 16 of the Exchange Act are being complied with. This is in addition to the general prohibition on participation in the market for the common stock while in possession of Material Nonpublic Information, regardless of the time period.

The following procedures must be followed by directors, Senior Officers and Designated Employees:

A.	Quarterly Blackout Periods. During the period commencing on the 20th day of the third month of each calendar quarter (March 20, June 20, September 20 and December 20) and ending at the opening of the market on the second business day following the public release of HoldCo’s financial results for the quarter or year-end, directors, Senior Officers and Designated Employees must refrain from participating, directly or indirectly, in the market for HoldCo’s common stock. The prohibition on trading during a Quarterly Blackout Period is in addition to the general prohibition, which could apply at any time during the year, on trading while in possession of Material Nonpublic Information regarding MCB.
B.	Special Blackout Periods. All directors, Senior Officers and Designated Employees must also refrain from participating, directly or indirectly, in the market for HoldCo’s common stock when a Special Blackout Period has been declared. The prohibition on trading during a Special Blackout Period is in addition to the general prohibition, which could apply at any time during the year, on trading while in possession of Material Nonpublic Information regarding MCB.
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C.	Pre-Clearance of all Trades. Prior to the execution, or the placing, of any order with respect to, or any trades in, HoldCo’s common stock, the Corporate Secretary must be notified in writing. The timing of the notification should provide sufficient opportunity for MCB to assess the circumstances and assure compliance with the prohibition on trading during Quarterly and Special Blackout Periods or while in possession of Material Nonpublic Information (e.g., pre-market on the day that the directors, Senior Officers or Designated Employee intends to trade), as well as the reporting obligations (e.g., Forms 4 and 5 under Section 16(a) of the federal securities laws) relating to changes in the stock ownership by executive officers and directors.
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11	Insider Trading Policy

APPENDIX C – Sample Email Re: Quarterly Blackouts

Subject: Metropolitan Bank Holding Corp. Quarterly Blackout Period

This email is to inform you that the quarterly blackout period for the current quarter is now in effect and you are restricted from trading in Metropolitan Bank Holding Corp. common stock or initiating any other prohibited transaction in accordance with MCB’s Insider Trading Policy. If you currently have an outstanding standing order, you must immediately terminate such order. This restriction will last at least until the opening of the market on the second business day following the public release of Metropolitan Bank Holding Corp.’s [first/second/third/fourth] quarter [year] earnings. You will be informed of the exact date on which this Quarterly Blackout Period will end.

Blackout Periods

As a Senior Officer, director or Designated Employee of Metropolitan Commercial Bank and/or Metropolitan Bank Holding Corp. (the “Company”), you are restricted from trading Metropolitan Bank Holding Corp. common stock or initiating any other prohibited transaction during certain times of the year in accordance with MCB’s Insider Trading Policy. The purpose of these restrictions is to avoid insider trading based on information that is not available to the general public in violation of the securities laws, or the appearance thereof. Periods during which trading is restricted are referred to as “blackout periods.”

MCB will enforce a Quarterly Blackout Period in conjunction with fiscal quarter and fiscal year earnings reporting, or a Special Blackout Period when a developing material event or potential material event has not been made public.

Code of Conduct and Insider Trading Policy

Please refer to MCB’s Code of Conduct and Insider Trading Policy for further information and remember that you are prohibited from using or sharing Material Nonpublic Information for stock trading purposes or for any other purpose except to conduct MCB’s business. Once this Quarterly Blackout Period ends, you are still subject to the normal rules requiring pre-clearance of transactions in HoldCo’s securities.

It is your responsibility to ensure that you are at all times in compliance with MCB’s Code of Conduct and Insider Trading Policy. For definitions of the capitalized terms used but not defined herein, please refer to MCB’s Insider Trading Policy.


12	Insider Trading Policy

APPENDIX D – Sample Email Re: Special Blackouts

Subject: Metropolitan Bank Holding Corp. Special Blackout Period

This email is to inform you that, based on consultation with counsel, a Special Blackout Period is now in effect and you are restricted from trading in Metropolitan Bank Holding Corp. common stock or initiating any other prohibited transaction in accordance with MCB’s Insider Trading Policy. If you currently have an outstanding standing order, you must immediately terminate such order. You will be informed of the exact date on which this Special Blackout Period will end.

Blackout Periods

Code of Conduct and Insider Trading Policy

Please refer to MCB’s Code of Conduct and Insider Trading Policy for further information and remember that you are prohibited from using or sharing Material Nonpublic Information for stock trading purposes or for any other purpose except to conduct MCB’s business. Once this Special Blackout Period ends, you are still subject to the normal rules requiring pre-clearance of transactions in HoldCo’s securities.


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Exhibit 31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark R. DeFazio, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Metropolitan Bank Holding Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined Exchange Act Rules l3a-15(f) and 15d-15(f)):

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Examining Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

Mark R. DeFazio

President and Chief Executive Officer

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Daniel F. Dougherty, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Metropolitan Bank Holding Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined Exchange Act Rules l3a-15(f) and 15d-15(f)):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

Daniel F. Dougherty

Executive Vice President and Chief Financial Officer

Exhibit 32

Certification of Chief Executive Officer and Acting Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Metropolitan Bank Holding Corp. (the “Company”) for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Mark R. DeFazio, as President and Chief Executive Officer of the Company, and Daniel F. Dougherty, as Executive Vice President and Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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

Mark R. DeFazio

President and Chief Executive Office

/s/ Daniel F. Dougherty

Daniel F. Dougherty

Executive Vice President and Chief Financial Officer