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 June 30, 2024


	☐ ** 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 11,192,936 shares of the Registrant’s common stock, par value $0.01 per share, outstanding as of July 31, 2024.

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	32

Item 3. Quantitative and Qualitative Disclosures About Market Risk	42

Item 4. Controls and Procedures	44

PART II. OTHER INFORMATION	45

Item 1. Legal Proceedings	45

Item 1A. Risk Factors	45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3. Defaults Upon Senior Securities	45

Item 4. Mine Safety Disclosures	45

Item 5. Other Information	45

Item 6. Exhibits	46

Signatures	47

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
ALLL	Allowance for loan and lease losses	FRBNY	Federal Reserve Bank of New York
AOCI	Accumulated other comprehensive income	FX	Foreign exchange
ASC	Accounting Standards Codification	GAAP	U.S. Generally accepted accounting principles
ASU	Accounting Standards Update	GPG	Global Payments Group
Bank	Metropolitan Commercial Bank	HTM	Held-to-maturity
BHC Act	Bank Holding Company Act of 1956, as amended	IRR	Interest rate risk
BSA	Bank Secrecy Act	ISO	Incentive stock option
C&I	Commercial and industrial	JOBS Act	The Jumpstart Our Business Startups Act
CARES Act	Coronavirus Aid, Relief, and Economic Security Act	LIBOR	London Inter-Bank Offered Rate
CECL	Current Expected Credit Loss	LTV	Loan-to-value
CFPB	Consumer Financial Protection Bureau	MBS	Mortgage-backed securities
Company	Metropolitan Bank Holding Corp.	NYSDFS	New York State Department of Financial Services
Coronavirus	COVID-19	OCC	Office of the Comptroller of the Currency
CRA	Community Reinvestment Act	OTTI	Other-than-temporary impairment
CRE	Commercial real estate	PPP	Paycheck Protection Program
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
EGC	Emerging Growth Company	SOFR	Secured Overnight Financing Rate
EVE	Economic value of equity	TDR	Troubled debt restructuring
FASB	Financial Accounting Standards Board	USD	U.S. dollar
FDIC	Federal Deposit Insurance Corporation

Table of Contents

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”), 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 28, 2024 and in this Quarterly Report on Form 10-Q. In addition, these factors include but are not limited to:

●	the interest rate policies of the Board of Governors of the Federal Reserve System and other regulatory bodies;
●	an unexpected deterioration in the performance of our loan or securities portfolios;
---	---
●	changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio;
---	---
●	unexpected increases in our expenses;
---	---
●	different than anticipated growth and our ability to manage our growth;
---	---
●	global pandemics, including the lingering effects of COVID-19, or localized epidemics, could adversely affect the Company’s financial condition and results of operations;
---	---
●	potential recessionary conditions, including the related effects on our borrowers and on our financial condition and results of operations;
---	---
●	an inability to absorb the amount of actual losses inherent in our existing loan portfolio;
---	---
●	an unanticipated loss of key personnel or existing clients;
---	---
●	increases in competitive pressures among financial institutions or from non-financial institutions, which may result in unanticipated changes in our loan or deposit rates;
---	---
●	unanticipated increases in FDIC costs;
---	---
●	legislative, tax or regulatory changes or actions, which may adversely affect the Company’s business;
---	---
●	impacts related to or resulting from recent bank failures;
---	---
●	changes in deposit flows, funding sources or loan demand, which may adversely affect the Company’s business;
---	---
●	changes in accounting principles, policies or guidelines may cause the Company’s financial condition or results of operation to be reported or perceived differently;
---	---
●	general economic conditions, including unemployment rates, either nationally or locally in some or all of the areas in which the Company does business, or conditions in the securities markets or the banking industry being less favorable than currently anticipated;
---	---
●	unanticipated adverse changes in our clients’ economic conditions;
---	---
●	inflation, which may lead to higher operating costs;
---	---
●	declines in real estate values in the Company’s market area, which may adversely affect our loan production;
---	---

Table of Contents

●	an unexpected adverse financial, regulatory, legal or bankruptcy event experienced by our non-bank financial service clients;
●	technological changes that may be more difficult or expensive to implement than anticipated;
---	---
●	system failures or cybersecurity breaches of our information technology infrastructure and/or confidential information or those of the Company’s third-party service providers or those of our non-bank financial service clients for which we provide global payments infrastructure;
---	---
●	emerging issues related to the development and use of artificial intelligence could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business or clients;
---	---
●	failure to maintain current technologies and to successfully implement future information technology enhancements;
---	---
●	the effects of any developments, changes or actions relating to any litigation or regulatory proceedings brought against us or any of our subsidiaries;
---	---
●	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 anticipated impact of military conflict, terrorism or other geopolitical events;
---	---
●	the ability to attract or retain key employees;
---	---
●	the successful implementation or consummation of new business initiatives, which may be more difficult or expensive than anticipated;
---	---
●	the timely and efficient development of new products and services offered by the Company or its strategic partners, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value and acceptance of these products and services by clients;
---	---
●	changes in consumer spending, borrowing or savings habits;
---	---
●	the risks associated with adverse changes to credit quality, including changes in the level of classified and criticized loans, delinquent and non-performing loans, charge-offs and changes in the estimates of the adequacy of the ACL;
---	---
●	an unexpected failure to successfully manage our credit risk and the sufficiency of our ACL;
---	---
●	credit and other risks from borrower and depositor concentrations (e.g., by geographic area and by industry);
---	---
●	difficulties associated with achieving or predicting expected future financial results; and
---	---
●	the potential impact on the Company’s operations and clients resulting from natural or man-made disasters, wars, acts of terrorism, cyberattacks and pandemics.
---	---

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) 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)


	June 30,		December 31,
	2024		2023
Assets
Cash and due from banks	$	18,152	$	31,973
Overnight deposits		226,510		237,492
Total cash and cash equivalents		244,662		269,465
Investment securities available-for-sale, at fair value		504,748		461,207
Investment securities held-to-maturity (estimated fair value of $382.6 million and $404.3 million at June 30, 2024 and December 31, 2023, respectively)		449,368		468,860
Equity investment securities, at fair value		2,122		2,123
Total securities		956,238		932,190
Other investments		26,584		38,966
Loans, net of deferred fees and costs		5,838,892		5,624,797
Allowance for credit losses		(60,008)		(57,965)
Net loans		5,778,884		5,566,832
Receivable from global payments business, net		90,626		87,648
Other assets		168,597		172,571
Total assets	$	7,265,591	$	7,067,672
Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing demand deposits	$	1,883,176	$	1,837,874
Interest-bearing deposits		4,286,486		3,899,418
Total deposits		6,169,662		5,737,292
Federal funds purchased		—		99,000
Federal Home Loan Bank of New York advances		150,000		440,000
Trust preferred securities		20,620		20,620
Secured and other borrowings		107,514		7,585
Prepaid third-party debit cardholder balances		22,631		10,178
Other liabilities		102,760		93,976
Total liabilities		6,573,187		6,408,651

Common stock, $0.01 par value, 25,000,000 shares authorized, 11,192,936 and 11,062,729 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		112		111
Additional paid in capital		395,520		395,871
Retained earnings		348,977		315,975
Accumulated other comprehensive income (loss), net of tax		(52,205)		(52,936)
Total stockholders’ equity		692,404		659,021
Total liabilities and stockholders’ equity	$	7,265,591	$	7,067,672

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 June 30,				Six months ended June 30,
	2024		2023		2024		2023
Interest and dividend income
Loans, including fees	$	104,595	$	80,516	$	206,976	$	156,476
Securities		5,493		4,683		10,637		9,178
Overnight deposits		5,167		3,086		9,321		5,570
Other interest and dividends		506		693		1,162		1,017
Total interest income		115,761		88,978		228,096		172,241
Interest expense
Deposits		50,555		27,403		97,441		49,776
Borrowed funds		3,287		7,461		8,648		9,487
Trust preferred securities		380		363		759		693
Total interest expense		54,222		35,227		106,848		59,956

Net interest income		61,539		53,751		121,248		112,285
Provision for credit losses		1,538		4,305		2,066		4,951
Net interest income after provision for credit losses		60,001		49,446		119,182		107,334

Non-interest income
Service charges on deposit accounts		2,094		1,481		3,957		2,937
Global Payments Group revenue		3,686		5,731		7,755		10,581
Other income		359		643		1,431		1,311
Total non-interest income		6,139		7,855		13,143		14,829

Non-interest expense
Compensation and benefits		18,532		15,288		38,359		31,543
Bank premises and equipment		2,322		2,287		4,665		4,631
Professional fees		6,916		4,973		12,888		9,160
Technology costs		3,043		1,482		6,054		2,795
Licensing fees		3,180		3,014		6,456		5,676
FDIC assessments		2,925		1,640		5,850		4,454
Regulatory settlement reserve		—		—		—		(2,500)
Other expenses		5,339		3,758		9,885		7,708
Total non-interest expense		42,257		32,442		84,157		63,467

Net income before income tax expense		23,883		24,859		48,168		58,696
Income tax expense		7,084		9,298		15,166		18,059
Net income	$	16,799	$	15,561	$	33,002	$	40,637

Earnings per common share
Basic earnings	$	1.50	$	1.39	$	2.96	$	3.65
Diluted earnings	$	1.50	$	1.37	$	2.96	$	3.59

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						Six months ended
	June 30,						June 30,
	2024		****	2023		****	2024		****	2023		****
Net Income	$	16,799		$	15,561		$	33,002		$	40,637

Other comprehensive income (loss):
Securities available-for-sale:
Unrealized gain (loss) arising during the period		146			(6,733)			(4,342)			1,500
Tax effect		(43)			2,058			1,879			(456)
Net of tax		103			(4,675)			(2,463)			1,044


Cash flow hedges:
Unrealized gain (loss) arising during the period		932			6,777			7,019			5,771
Reclassification adjustment for gains included in net income		(1,262)			(1,218)			(2,513)			(2,453)
Tax effect		112			(1,673)			(1,312)			(985)
Net of tax		(218)			3,886			3,194			2,333

Total other comprehensive income (loss)		(115)			(789)			731			3,377

Comprehensive Income (Loss)	$	16,684		$	14,772		$	33,733		$	44,014

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),
	****	Stock			****	Paid-in Capital		****	Earnings		****	Net		****	Total
		Shares	Amount
Three Months Ended
Balance at April 1, 2024		11,191,958	$	112		$	393,341		$	332,178		$	(52,090)		$	673,541
Issuance of common stock under stock compensation plans		1,470		—			—			—			—			—
Employee and non-employee stock-based compensation		—		—			2,200			—			—			2,200
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting		(492)		—			(21)			—			—			(21)
Net income		—		—			—			16,799			—			16,799
Other comprehensive income (loss)		—		—			—			—			(115)			(115)
Balance at June 30, 2024		11,192,936	$	112		$	395,520		$	348,977		$	(52,205)		$	692,404

Balance at April 1, 2023		11,211,274		112			394,124			263,783			(50,132)			607,887
Issuance of common stock under stock compensation plans		(220,200)		(2)			(3,962)			—			—			(3,964)
Employee and non-employee stock-based compensation		—		—			2,580			—			—			2,580
Net income		—		—			—			15,561			—			15,561
Other comprehensive income (loss)		—		—			—			—			(789)			(789)
Balance at June 30, 2023		10,991,074	$	110		$	392,742		$	279,344		$	(50,921)		$	621,275

Six Months Ended
Balance at January 1, 2024		11,062,729	$	111		$	395,871		$	315,975		$	(52,936)		$	659,021
Issuance of common stock under stock compensation plans		216,743		1			—			—			—			1
Employee and non-employee stock-based compensation		—		—			4,126			—			—			4,126
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting		(86,536)		—			(4,477)			—			—			(4,477)
Net income		—		—			—			33,002			—			33,002
Other comprehensive income (loss)		—		—			—			—			731			731
Balance at June 30, 2024		11,192,936	$	112		$	395,520		$	348,977		$	(52,205)		$	692,404

Balance at January 1, 2023		10,949,965	$	109		$	389,276		$	240,810		$	(54,298)		$	575,897
Cumulative effect of changes in accounting principle		—		—			—			(2,103)			—			(2,103)
Issuance of common stock under stock compensation plans		64,990		1			—			—			—			1
Employee and non-employee stock-based compensation		—		—			4,802			—			—			4,802
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting		(23,881)		—			(1,336)			—			—			(1,336)
Net income		—		—			—			40,637			—			40,637
Other comprehensive income (loss)		—		—			—			—			3,377			3,377
Balance at June 30, 2023		10,991,074	$	110		$	392,742		$	279,344		$	(50,921)		$	621,275

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)


	Six months ended June 30,
	2024		****	2023
Cash flows from operating activities
Net income	$	33,002		$	40,637
Adjustments to reconcile net income to net cash:
Net depreciation, amortization, and accretion		(5,737)			4,014
Provision for credit losses		2,066			4,951
Stock-based compensation		4,126			4,802
Other, net		1			(18)
Net change in:
Receivable from global payments, net		(2,978)			686
Third-party debit cardholder balances		12,453			193
Other assets		6,571			(15,187)
Other liabilities		10,748			5,613
Net cash provided by (used in) operating activities		60,252			45,691

Cash flows from investing activities
Loan originations, purchases and payments, net		(206,900)			(311,594)
Redemptions of FRB and FHLB Stock		37,768			110,451
Purchases of FRB and FHLB Stock		(25,386)			(116,381)
Purchase of securities available-for-sale		(72,810)			—
Purchase of securities held-for-investment		—			(24,595)
Proceeds from paydowns and maturities of securities available-for-sale		25,115			21,061
Proceeds from paydowns and maturities of securities held-to-maturity		19,200			19,366
Purchase of premises and equipment, net		(864)			(1,888)
Net cash provided by (used in) investing activities		(223,877)			(303,580)

Cash flows from financing activities
Proceeds from (repayments of) federal funds purchased		(99,000)			93,000
Proceeds from (repayments of) FHLB advances, net		(290,000)			100,000
Redemption of common stock for tax withholdings for restricted stock vesting		(4,477)			(1,336)
Proceeds from (repayments of) secured and other borrowings, net		99,929			(70)
Net increase (decrease) in deposits		432,370			10,653
Net cash provided by (used in) financing activities		138,822			202,247

Increase (decrease) in cash and cash equivalents		(24,803)			(55,642)
Cash and cash equivalents at the beginning of the period		269,465			257,418
Cash and cash equivalents at the end of the period	$	244,662		$	201,776

Supplemental information
Cash paid for:
Interest	$	104,866		$	60,032
Income Taxes	$	19,415		$	22,377

See accompanying notes to unaudited consolidated financial statements

Table of Contents N OTE 1 — ORGANIZATION

Metropolitan Bank Holding Corp., a New York corporation (the “Company”), is a bank holding company whose principal activity is the ownership and management of Metropolitan Commercial Bank (the “Bank”), its wholly-owned subsidiary. The Company’s primary market is the New York metropolitan area. 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. 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. The Company and the Bank are subject to the regulations of certain state and federal agencies and, accordingly, are periodically examined by those regulatory authorities. The Company’s business is affected by state and federal legislation and regulations.

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 and six months ended June 30, 2024 and 2023 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year or for any other period.

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, 2023 as filed with the SEC.

NOTE 3 — SUMMARY OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASC 326”), which requires the measurement of all expected credit losses for financial assets held at amortized cost to be based on historical experience, current condition, and reasonable and supportable forecasts. ASC 326 requires that financial institutions and other organizations will use forward-looking information to better inform their credit loss estimates. This guidance also amends the accounting for credit losses on AFS debt securities and purchased financial assets with credit deterioration. The Company adopted this guidance effective January 1, 2023 using a modified retrospective approach. Upon adoption, the 11

Table of Contents Company recorded a cumulative effect adjustment that increased the allowance for credit losses for loans and loan commitments by $3.0 million, increased deferred tax assets by $777,000 and decreased retained earnings by $2.1 million, net of tax.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The Company adopted this guidance effective January 1, 2023, which did not have a material impact on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provided optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (ASC 848): Deferral of Sunset Date of Topic 848, which deferred the sunset date of ASC 848 from December 31, 2022, to December 31, 2024 because the current relief in ASC 848 did not cover the June 30, 2023 cessation date for the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR. The Company’s LIBOR-based financial instruments included loans and trust preferred securities. The required transition has been implemented successfully and LIBOR is no longer offered to clients as a floating rate loan index. The trust preferred securities have transitioned to SOFR.

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 June 30, 2024	****	Cost		****	Gains		****	Losses		****	Fair Value
Available-for-Sale Securities:
U.S. Government agency securities		$	67,998		$	—		$	(5,837)		$	62,161
U.S. State and Municipal securities			11,419			—			(1,929)			9,490
Residential MBS			458,207			494			(71,926)			386,775
Commercial MBS			46,217			12			(2,891)			43,338
Asset-backed securities			3,032			—			(48)			2,984
Total securities available-for-sale		$	586,873		$	506		$	(82,631)		$	504,748

Held-to-Maturity Securities:
U.S. Treasury securities		$	29,916		$	—		$	(1,098)		$	28,818
U.S. State and Municipal securities			15,445			—			(1,891)			13,554
Residential MBS			395,928			—			(62,732)			333,196
Commercial MBS			8,079			—			(1,057)			7,022
Total securities held-to-maturity		$	449,368		$	—		$	(66,778)		$	382,590

Equity Investments:
CRA Mutual Fund		$	2,441		$	—		$	(319)		$	2,122
Total equity investment securities		$	2,441		$	—		$	(319)		$	2,122

Table of Contents


					Gross			Gross
					Unrealized/			Unrealized/
		Amortized			Unrecognized			Unrecognized
At December 31, 2023	****	Cost		****	Gains		****	Losses		****	Fair Value
Available-for-Sale Securities:
U.S. Government agency securities		$	67,997		$	—		$	(6,222)		$	61,775
U.S. State and Municipal securities			11,496			—			(1,797)			9,699
Residential MBS			419,331			1,198			(68,609)			351,920
Commercial MBS			36,879			71			(2,366)			34,584
Asset-backed securities			3,287			—			(58)			3,229
Total securities available-for-sale		$	538,990		$	1,269		$	(79,052)		$	461,207

Held-to-Maturity Securities:
U.S. Treasury securities		$	29,895		$	—		$	(1,412)		$	28,483
U.S. State and Municipal securities			15,569			—			(1,574)			13,995
Residential MBS			415,306			—			(60,556)			354,750
Commercial MBS			8,090			—			(1,066)			7,024
Total securities held-to-maturity		$	468,860		$	—		$	(64,608)		$	404,252

Equity Investments:
CRA Mutual Fund		$	2,410		$	—		$	(287)		$	2,123
Total equity investment securities		$	2,410		$	—		$	(287)		$	2,123

There were no proceeds from sales or calls of AFS securities for the three and six months ended June 30, 2024 and 2023.

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 June 30, 2024	****	Amortized Cost		****	Fair Value		****	Amortized Cost		****	Fair Value
Due within 1 year		$	20,015		$	19,466		$	—		$	—
After 1 year through 5 years			17,980			16,374			72,627			67,417
After 5 years through 10 years			980			913			19,087			17,441
After 10 years			410,393			345,837			495,159			419,890
Total Securities		$	449,368		$	382,590		$	586,873		$	504,748


		Held-to-Maturity						Available-for-Sale
At December 31, 2023	****	Amortized Cost		****	Fair Value		****	Amortized Cost		****	Fair Value
Due within 1 year		$	—		$	—		$	—		$	—
After 1 year through 5 years			37,984			35,507			65,822			60,757
After 5 years through 10 years			1,112			1,044			22,163			21,174
After 10 years			429,764			367,701			451,005			379,276
Total Securities		$	468,860		$	404,252		$	538,990		$	461,207

At June 30, 2024, there was $783.1 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $170.8 million was encumbered. At December 31, 2023, there was $845.7 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $60.0 million was encumbered.

At June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 13

Table of Contents 2023, all of the residential MBS and commercial MBS held by the Company were issued by U.S. Government-sponsored entities and agencies.

Debt securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows (in thousands):


		Less than 12 Months						12 Months or More						Total
					Unrealized/						Unrealized/						Unrealized/
		Estimated			Unrecognized			Estimated			Unrecognized			Estimated			Unrecognized
At June 30, 2024	****	Fair Value		****	Losses		****	Fair Value		****	Losses		****	Fair Value		****	Losses
Available-for-Sale Securities:
U.S. Government agency securities		$	—		$	—		$	62,161		$	(5,837)		$	62,161		$	(5,837)
U.S. State and Municipal securities			—			—			9,490			(1,929)			9,490			(1,929)
Residential MBS			49,607			(992)			273,061			(70,934)			322,668			(71,926)
Commercial MBS			10,307			(151)			23,583			(2,740)			33,890			(2,891)
Asset-backed securities			—			—			2,984			(48)			2,984			(48)
Total securities available-for-sale		$	59,914		$	(1,143)		$	371,279		$	(81,488)		$	431,193		$	(82,631)

Held-to-Maturity Securities:
U.S. Treasury securities		$	—		$	—		$	28,818		$	(1,098)		$	28,818		$	(1,098)
U.S. State and Municipal securities			—			—			13,554			(1,891)			13,554			(1,891)
Residential MBS			—			—			333,196			(62,732)			333,196			(62,732)
Commercial MBS			—			—			7,022			(1,057)			7,022			(1,057)
Total securities held-to-maturity		$	—		$	—		$	382,590		$	(66,778)		$	382,590		$	(66,778)


		Less than 12 Months						12 Months or More						Total
					Unrealized/						Unrealized/						Unrealized/
		Estimated			Unrecognized			Estimated			Unrecognized			Estimated			Unrecognized
At December 31, 2023	****	Fair Value		****	Losses		****	Fair Value		****	Losses		****	Fair Value		****	Losses
Available-for-Sale Securities:
U.S. Government agency securities		$	—		$	—		$	61,775		$	(6,222)		$	61,775		$	(6,222)
U.S. State and Municipal securities			—			—			9,699			(1,797)			9,699			(1,797)
Residential MBS			—			—			292,970			(68,609)			292,970			(68,609)
Commercial MBS			10,873			(198)			13,322			(2,168)			24,195			(2,366)
Asset-backed securities			—			—			3,229			(58)			3,229			(58)
Total securities available-for-sale		$	10,873		$	(198)		$	380,995		$	(78,854)		$	391,868		$	(79,052)

Held-to-Maturity Securities:
U.S. Treasury securities		$	—		$	—		$	28,483		$	(1,412)		$	28,483		$	(1,412)
U.S. State and Municipal securities			—			—			13,995			(1,574)			13,995			(1,574)
Residential MBS			—			—			354,750			(60,556)			354,750			(60,556)
Commercial MBS			—			—			7,024			(1,066)			7,024			(1,066)
Total securities held-to-maturity		$	—		$	—		$	404,252		$	(64,608)		$	404,252		$	(64,608)

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. At June 30, 2024 and December 31, 2023, obligations of U.S. State and Municipal securities were rated investment grade and the associated ACL was immaterial.

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 and six months ended June 30, 2024. 14

Table of Contents NOTE 5 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

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


		At		At
		June 30,		December 31,
	****	2024		2023
Real estate
Commercial		$	4,056,013	$	3,857,711
Construction			146,596		153,512
Multi-family			440,124		467,536
One-to four-family			92,431		94,704
Total real estate loans			4,735,164		4,573,463
Commercial and industrial			1,105,294		1,051,463
Consumer			15,074		17,086
Total loans			5,855,532		5,642,012
Deferred fees, net of origination costs			(16,640)		(17,215)
Loans, net of deferred fees and costs			5,838,892		5,624,797
Allowance for credit losses			(60,008)		(57,965)
Net loans		$	5,778,884	$	5,566,832

Included in C&I loans at June 30, 2024 and December 31, 2023 were $38,000 and $54,000, respectively, of PPP loans. At June 30, 2024, $3.7 billion of loans were pledged to support wholesale funding, of which $264.3 million were encumbered. At December 31, 2023, $3.3 billion of loans were pledged to support wholesale funding, of which $548.6 million were encumbered.

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 June 30, 2024	****	CRE		****	C&I		****	Construction		****	family		****	family		****	Consumer		****	Total
Allowance for credit losses:
Beginning balance		$	36,704		$	10,937		$	1,712		$	8,171		$	521		$	493		$	58,538
Provision/(credit) for credit losses			1,780			345			47			(344)			(390)			48			1,486
Loans charged-off			—			—			—			—			—			(16)			(16)
Recoveries			—			—			—			—			—			—			—
Total ending allowance balance		$	38,484		$	11,282		$	1,759		$	7,827		$	131		$	525		$	60,008


											Multi-			One-to four-
Three months ended June 30, 2023	****	CRE		****	C&I		****	Construction		****	family		****	family		****	Consumer		****	Total
Allowance for credit losses:
Beginning balance		$	31,836		$	10,757		$	1,261		$	2,871		$	407		$	620		$	47,752
Provision/(credit) for credit losses			2,785			220			339			672			(45)			(29)			3,942
Loans charged-off			—			—			—			—			—			(44)			(44)
Recoveries			—			—			—			—			—			—			—
Total ending allowance balance		$	34,621		$	10,977		$	1,600		$	3,543		$	362		$	547		$	51,650

Table of Contents


											Multi-			One-to four-
Six months ended June 30, 2024	****	CRE		****	C&I		****	Construction		****	family		****	family		****	Consumer		****	Total
Allowance for credit losses:
Beginning balance		$	35,635		$	11,207		$	1,765		$	8,215		$	663		$	480		$	57,965
Provision/(credit) for credit losses			2,848			75			(6)			(388)			(532)			62			2,059
Loans charged-off			—			—			—			—			—			(18)			(18)
Recoveries			1			—			—			—			—			1			2
Total ending allowance balance		$	38,484		$	11,282		$	1,759		$	7,827		$	131		$	525		$	60,008


											Multi-			One-to four-
Six months ended June 30, 2023	****	CRE		****	C&I		****	Construction		****	family		****	family		****	Consumer		****	Total
Allowance for credit losses:
Beginning balance		$	29,496		$	10,274		$	1,983		$	2,823		$	105		$	195		$	44,876
Cumulative effect of changes in accounting principle			48			471			424			705			181			421			2,250
Provision/(credit) for credit losses			5,077			232			(807)			15			76			74			4,667
Loans charged-off			—			—			—			—			—			(143)			(143)
Recoveries			—			—			—			—			—			—			—
Total ending allowance balance		$	34,621		$	10,977		$	1,600		$	3,543		$	362		$	547		$	51,650

Net charge-offs for the three and six months ended June 30, 2024 were $16,000. Net charge-offs for the three and six months ended June 30, 2023 were $44,000 and $143,000, respectively.

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Balance at the beginning of period	$	1,136	$	877	$	1,181	$	180
Cumulative effect of changes in accounting principle		—		—		—		777
Provision/(credit) for credit losses		52		363		7		283
Total ending allowance balance	$	1,188	$	1,240	$	1,188	$	1,240

The following tables present the balance in the ACL and the recorded investment in loans by portfolio segment based on allowance measurement methodology (in thousands):


														One-to four-
At June 30, 2024	****	CRE		****	C&I		****	Construction		****	Multi-family		****	family		****	Consumer		****	Total
Allowance for credit losses:
Individually assessed		$	—		$	2,800		$	—		$	5,002		$	—		$	206		$	8,008
Collectively assessed			38,484			8,482			1,759			2,825			131			319			52,000
Total ending allowance balance		$	38,484		$	11,282		$	1,759		$	7,827		$	131		$	525		$	60,008
Loans:
Individually assessed		$	24,000		$	45,644		$	—		$	51,239		$	—		$	388		$	121,271
Collectively assessed			4,032,013			1,059,650			146,596			388,885			92,431			14,686			5,734,261
Total ending loan balance		$	4,056,013		$	1,105,294		$	146,596		$	440,124		$	92,431		$	15,074		$	5,855,532

Table of Contents


														One-to four-
At December 31, 2023	****	CRE		****	C&I		****	Construction		****	Multi-family		****	family		****	Consumer		****	Total
Allowance for credit losses:
Individually assessed		$	—		$	—		$	—		$	5,002		$	—		$	64		$	5,066
Collectively assessed			35,635			11,207			1,765			3,213			663			416			52,899
Total ending allowance balance		$	35,635		$	11,207		$	1,765		$	8,215		$	663		$	480		$	57,965
Loans:
Individually assessed		$	40,955		$	6,934		$	—		$	20,939		$	—		$	104		$	68,932
Collectively assessed			3,816,756			1,044,529			153,512			446,597			94,704			16,982			5,573,080
Total ending loan balance		$	3,857,711		$	1,051,463		$	153,512		$	467,536		$	94,704		$	17,086		$	5,642,012

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
				Without an		Greater and
At June 30, 2024	****	Non-accrual		ACL		Still Accruing
Commercial real estate		$	24,000	$	24,000	$	—
Commercial & industrial			6,989		6,989		—
Consumer			—		—		108
Total		$	30,989	$	30,989	$	108


					Loans Past Due
			Non-accrual		90 Days and
			Without an		Greater and
At December 31, 2023	Non-accrual		ACL		Still Accruing
Commercial real estate	$	24,000	$	24,000	$	—
Commercial & industrial		6,934		6,934		—
Multi-family		20,939		—		—
Consumer		24		—		—
Total	$	51,897	$	30,934	$	—

Interest income on non-accrual loans recognized on a cash basis for the three and six months ended June 30, 2024 and 2023 was immaterial.

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


					90
	30-59		60-89		Days and		Total Past		Current
At June 30, 2024	Days		Days		Greater		Due		Loans		Total
Commercial real estate	$	4,893	$	—	$	24,000	$	28,893	$	4,027,120	$	4,056,013
Commercial & industrial		9		—		6,989		6,998		1,098,296		1,105,294
Construction		—		—		—		—		146,596		146,596
Multi-family		—		—		—		—		440,124		440,124
One-to four-family		2,071		605		—		2,676		89,755		92,431
Consumer		216		64		108		388		14,686		15,074
Total	$	7,189	$	669	$	31,097	$	38,955	$	5,816,577	$	5,855,532


					90
	30-59		60-89		Days and		Total Past		Current
At December 31, 2023	Days		Days		Greater		Due		Loans		Total
Commercial real estate	$	—	$	—	$	24,000	$	24,000	$	3,833,711	$	3,857,711
Commercial & industrial		20		18		6,934		6,973		1,044,490		1,051,463
Construction		—		—		—		—		153,512		153,512
Multi-family		—		—		20,939		20,939		446,597		467,536
One-to four-family		612		—		—		612		94,092		94,704
Consumer		—		—		24		24		17,062		17,086
Total	$	632	$	18	$	51,897	$	52,548	$	5,589,464	$	5,642,012

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.

Table of Contents The following table presents loan balances by credit quality indicator and year of origination at June 30, 2024 and charge-offs for the six months ended June 30, 2024 (in thousands):


																	2019
	****	2024		****	2023		****	2022		****	2021		****	2020		****	& Prior		****	Revolving		****	Total
CRE
Pass		$	778,621		$	1,279,002		$	1,144,603		$	380,807		$	128,203		$	203,136		$	27,156		$	3,941,528
Special Mention			—			24,500			38,785			14,408			294			12,498			—			90,485
Substandard			—			—			24,000			—			—			—			—			24,000
Total		$	778,621		$	1,303,502		$	1,207,388		$	395,215		$	128,497		$	215,634		$	27,156		$	4,056,013

Construction
Pass		$	45,227		$	45,221		$	32,701		$	—		$	—		$	—		$	23,447		$	146,596
Total		$	45,227		$	45,221		$	32,701		$	—		$	—		$	—		$	23,447		$	146,596

Multi-family
Pass		$	105,362		$	83,324		$	74,430		$	61,207		$	23,424		$	37,863		$	3,275		$	388,885
Substandard			—			—			30,300			20,939			—			—			—			51,239
Total		$	105,362		$	83,324		$	104,730		$	82,146		$	23,424		$	37,863		$	3,275		$	440,124

One-to four-family
Current		$	—		$	45,000		$	3,619		$	—		$	9,646		$	34,166		$	—		$	92,431
Total		$	—		$	45,000		$	3,619		$	—		$	9,646		$	34,166		$	—		$	92,431

C&I
Pass		$	145,914		$	116,860		$	201,757		$	79,865		$	19,999		$	14,270		$	445,731		$	1,024,396
Special Mention			—			—			19,754			—			—			—			15,500			35,254
Substandard			—			7,644			20,968			4,747			—			—			12,285			45,644
Total		$	145,914		$	124,504		$	242,479		$	84,612		$	19,999		$	14,270		$	473,516		$	1,105,294

Consumer
Current		$	—		$	—		$	—		$	—		$	—		$	14,686		$	—		$	14,686
Past due			—			—			—			—			—			388			—			388
Total		$	—		$	—		$	—		$	—		$	—		$	15,074		$	—		$	15,074

Total
Pass/Current		$	1,075,124		$	1,569,407		$	1,457,110		$	521,879		$	181,272		$	304,121		$	499,609		$	5,608,522
Special Mention			—			24,500			58,539			14,408			294			12,498			15,500			125,739
Substandard/Past due			—			7,644			75,268			25,686			—			388			12,285			121,271
Total		$	1,075,124		$	1,601,551		$	1,590,917		$	561,973		$	181,566		$	317,007		$	527,394		$	5,855,532

Charge-offs
Consumer		$	—		$	—		$	—		$	—		$	—		$	18		$	—		$	18

At June 30, 2024, there were $51.2 million and $24.0 million of collateral dependent Multi-family and CRE loans classified as substandard, respectively. 19

Table of Contents The following table presents loan balances by credit quality indicator and year of origination at December 31, 2023 and charge-offs for the year ended December 31, 2023 (in thousands):


																	2018
	****	2023		****	2022		****	2021		****	2020		****	2019		****	& Prior		****	Revolving		****	Total
CRE
Pass		$	1,500,873		$	1,268,550		$	512,497		$	128,320		$	200,304		$	83,309		$	44,672		$	3,738,525
Special Mention			24,500			38,867			14,561			304			—			—			—			78,232
Substandard			—			40,954			—			—			—			—			—			40,954
Total		$	1,525,373		$	1,348,371		$	527,058		$	128,624		$	200,304		$	83,309		$	44,672		$	3,857,711

Construction
Pass		$	84,881		$	56,065		$	—		$	—		$	—		$	—		$	12,566		$	153,512
Total		$	84,881		$	56,065		$	—		$	—		$	—		$	—		$	12,566		$	153,512

Multi-family
Pass		$	115,761		$	114,652		$	51,768		$	23,655		$	34,533		$	69,510		$	6,415		$	416,294
Special Mention			—			30,303			—			—			—			—			—			30,303
Substandard			—			—			20,939			—			—			—			—			20,939
Total		$	115,761		$	144,955		$	72,707		$	23,655		$	34,533		$	69,510		$	6,415		$	467,536

One-to four-family
Current		$	45,000		$	4,081		$	—		$	9,784		$	12,157		$	23,682		$	—		$	94,704
Total		$	45,000		$	4,081		$	—		$	9,784		$	12,157		$	23,682		$	—		$	94,704

C&I
Pass		$	178,814		$	252,359		$	98,753		$	23,943		$	14,390		$	5,904		$	402,247		$	976,410
Special Mention			3,840			33,918			—			2,080			—			—			28,281			68,119
Substandard			3,435			—			—			—			—			—			3,499			6,934
Total		$	186,089		$	286,277		$	98,753		$	26,023		$	14,390		$	5,904		$	434,027		$	1,051,463

Consumer
Current		$	—		$	—		$	—		$	—		$	—		$	17,062		$	—		$	17,062
Past due			—			—			—			—			—			24			—			24
Total		$	—		$	—		$	—		$	—		$	—		$	17,086		$	—		$	17,086

Total
Pass/Current		$	1,925,329		$	1,695,707		$	663,018		$	185,702		$	261,384		$	199,467		$	465,900		$	5,396,507
Special Mention			28,340			103,088			14,561			2,384			—			—			28,281			176,654
Substandard/Past due			3,435			40,954			20,939			—			—			24			3,499			68,851
Total		$	1,957,104		$	1,839,749		$	698,518		$	188,086		$	261,384		$	199,491		$	497,680		$	5,642,012

Charge-offs
Commercial and industrial		$	—		$	—		$	915		$	—		$	—		$	31		$	—		$	946
Consumer			—			—			—			—			—			273			—			273
		$	—		$	—		$	915		$	—		$	—		$	304		$	—		$	1,219

At December 31, 2023, there were $41.0 million and $20.9 million of CRE and Multi-family substandard classified collateral dependent loans, respectively.

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


	Combination
	Term						Modifications
	Extension and		Interest Rate				as a % of
Three months ended June 30, 2024	Interest Rate		Reduction		Total		Loan Class
Commercial & industrial	$	4,747	$	—	$	4,747	0.4	%
Multi-family		48,224		3,015		51,239	11.6	%
Total	$	52,971	$	3,015	$	55,986


	Combination
	Term						Modifications
	Extension and		Interest Rate				as a % of
Six months ended June 30, 2024	Interest Rate		Reduction		Total		Loan Class
Commercial & industrial	$	11,736	$	—	$	11,736	1.1	%
Multi-family		48,224		3,015		51,239	11.6	%
Total	$	59,960	$	3,015	$	62,975

The following table describes the types of modifications made to borrowers experiencing financial difficulty:


		Weighted
		Average
		Interest
	Term	Rate
	Extension	Reduction
Three months ended June 30, 2024
Commercial & industrial	11-12 months	3.8%

Six months ended June 30, 2024
Commercial & industrial	11-12 months	2.9%
Multi-family	6-12 months	4.1%

All loans to borrowers experiencing financial difficulty that have been modified during the three and six months ended June 30, 2024, were in compliance with their modified terms. At June 30, 2024, there were no additional commitments to lend to borrowers experiencing financial difficulty whose loans have been modified. There were no modifications where the borrower was experiencing financial difficulty during the three and six months ended June 30, 2023.

NOTE 6 — BORROWINGS

Borrowings consisted of the following (in thousands):


							Interest Expense
		At			At		Three months ended					****	Six months ended
		June 30,			December 31,		June 30,						June 30,
	****	2024		****	2023		2024		****	2023			2024		****	2023
Federal funds purchased and securities sold under agreements to repurchase		$	—		$	99,000	$	—		$	1,584		$	151		$	2,953
Federal Home Loan Bank of New York advances		$	150,000		$	440,000	$	2,330		$	5,877		$	6,719		$	6,534

Secured and other borrowings:
Secured borrowings		$	7,514		$	7,585		N.A.			N.A.			N.A.			N.A.
Federal Reserve Bank term loan		$	100,000		$	—	$	1,214		$	—		$	2,295		$	—

N.A. – not applicable 21

Table of Contents The outstanding FHLBNY advances are short-term transactions and at June 30, 2024, had a weighted average interest rate of 5.49%.

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

The Federal Reserve established the Bank Term Funding Program (“BTFP”) on March 12, 2023 as a funding source for eligible depository institutions. The BTFP provides short-term liquidity (up to one year) against the par value of certain high-quality collateral, such as U.S. Treasury securities. The BTFP ceased making new loans as scheduled on March 11, 2024. At June 30, 2024, the Company had a $100.0 million FRB term loan under the BTFP that matures in January 2025 and has an interest rate of 4.87%.

At June 30, 2024, the Company had cash on deposit with the Federal Reserve Bank of New York and available secured wholesale funding borrowing capacity of $3.4 billion.

NOTE 7 — 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 June 30,						Six months ended June 30,
	****	2024		****	2023		****	2024		****	2023
Basic
Net income per consolidated statements of income		$	16,799		$	15,561		$	33,002		$	40,637
Less: Earnings allocated to participating securities			—			(82)			—			(170)
Net income available to common stockholders		$	16,799		$	15,479		$	33,002		$	40,467

Weighted average common shares outstanding including participating securities			11,192,936			11,195,461			11,163,127			11,137,381
Less: Weighted average participating securities			—			(59,200)			—			(46,686)
Weighted average common shares outstanding			11,192,936			11,136,261			11,163,127			11,090,695

Basic earnings per common share		$	1.50		$	1.39		$	2.96		$	3.65

Diluted
Net income allocated to common stockholders		$	16,799		$	15,479		$	33,002		$	40,467

Weighted average common shares outstanding for basic earnings per common share			11,192,936			11,136,261			11,163,127			11,090,695
Add: Dilutive effects of assumed exercise of stock options			—			88,591			—			123,773
Add: Dilutive effects of assumed vesting of performance based restricted stock			—			53,553			—			56,682
Add: Dilutive effects of assumed vesting of restricted stock units			6,800			—			—			—
Average shares and dilutive potential common shares			11,199,736			11,278,405			11,163,127			11,271,150

Dilutive earnings per common share		$	1.50		$	1.37		$	2.96		$	3.59

Table of Contents For the three and six months ended June 30, 2024, 24,420 and 12,210 of performance restricted stock units were not considered in the calculation of diluted earnings per share as their inclusion would be anti-dilutive, respectively. For the six months ended June 30, 2024, 293,052 of restricted stock units were not considered in the calculation of diluted earnings per share as their inclusion would be anti-dilutive. There were no outstanding stock options and performance restricted stock units at June 30, 2024.

NOTE 8 — STOCK COMPENSATION PLAN

Equity Incentive Plan

At June 30, 2024, the Company maintained three stock compensation plans, the 2022 Equity Incentive Plan (the “2022 EIP”), the 2019 Equity Incentive Plan (the “2019 EIP”) and the 2009 Equity Incentive Plan (the “2009 EIP”). The 2019 EIP expired on May 31, 2022 but has outstanding restricted stock awards subject to vesting schedules. The 2009 EIP has also expired but had outstanding stock options that were exercised in 2023.

The 2022 EIP was approved on May 31, 2022 by the stockholders of the Company. On May 29, 2024, the stockholders of the Company approved the amendment and restatement of the 2022 EIP increasing the number of shares of common stock that may be issued under the plan by 358,000. Under the 2022 EIP as amended, 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 288,095 at June 30, 2024, subject to adjustment as set forth in the 2022 EIP, plus any awards that are forfeited under the 2019 EIP after March 15, 2022.

Stock Options

At June 30, 2024, no stock options were outstanding. There was no compensation cost related to stock options during the three and six months ended June 30, 2024. There was no unrecognized compensation cost related to stock options at June 30, 2024 and December 31, 2023.

Restricted Stock Awards and Restricted Stock Units

The Company issued restricted stock awards and restricted stock units under the 2022 EIP, 2019 EIP and the 2009 EIP (collectively, “restricted stock grants”) to certain key personnel. Each restricted stock grant vests based on the vesting schedule outlined in the restricted stock grant agreement. Restricted stock grants are subject to forfeiture if the holder is not employed by the Company on the vesting date.

In the first quarter of 2024 and 2023, 168,469 and 170,998 restricted stock grants were issued to certain key personnel, respectively. One-third of these shares vest each year for three years beginning on March 1, 2025 and March 1, 2024, respectively. Total compensation cost that has been charged against income for restricted stock grants was $1.8 million and $3.4 million for the three and six months ended June 30, 2024, respectively. Total compensation cost that has been charged against income for restricted stock grants was $1.6 million and $2.9 million for the three and six months ended June 30, 2023, respectively. As of June 30, 2024, there was $10.8 million of total unrecognized compensation expense related to the restricted stock awards. The cost is expected to be recognized over a weighted-average period of 1.98 years.

In January 2024, 27,500 restricted shares were granted to members of the Board of Directors. These shares vest in January 2025. In January 2023, 27,500 restricted shares were granted to members of the Board of Directors. These shares vested in January 2024. Total expense for the awards granted to members of the Board of Directors was $337,000 and $674,000 for the three and six months ended June 30, 2024, respectively. Total expense for the awards granted to members of the Board of Directors was $388,000 and $777,000 for the three and six months ended June 30, 2023, respectively. As of June 30, 2024, total unrecognized expense for these awards was $682,000.

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


		Six months ended
		June 30, 2024
				Weighted Average
				Grant Date
		Number of		Fair Value
	****	Shares	****	per Share
Outstanding, beginning of period		233,852		$	63.98
Granted		195,969			42.28
Forfeited		(10,026)			58.26
Vested		(126,743)			49.72
Outstanding at end of period		293,052		$	55.83

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, 73,260 PRSUs were awarded in the second quarter of 2024, which vest over a three-year period beginning in June 2025 if certain performance criteria are met. The weighted average service inception date fair value of the outstanding awarded shares was $3.0 million. Total compensation cost that has been charged against income for these PRSUs was $90,000 for the three and six months ended June 30, 2024.

During the second quarter of 2021, the Company established a long-term incentive award program under the 2019 EIP. Under the program, 90,000 PRSUs were awarded. During the second quarter of 2022, 20,800 PRSUs were forfeited and reissued pursuant to the 2022 EIP. The weighted average service inception date fair value of the outstanding awarded shares was $6.0 million. At the beginning of 2024, 2023, and 2022, 30,800, 29,200 and 30,000 PRSUs, respectively, vested as all performance criteria were met. All 90,000 vested shares were delivered in the first quarter of 2024. Total compensation cost that has been charged against income for these PRSUs was $0 for the three and six months ended June 30, 2024. Total compensation cost that has been charged against income for these PRSUs was $544,000 and $1.1 million for the three and six months ended June 30, 2023.

NOTE 9 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company uses fair value measurements to record fair value adjustments to certain assets and derivative contracts, and to determine fair value disclosures. Other than derivative contracts, the Company did not have any liabilities that were measured at fair value at June 30, 2024 and December 31, 2023. AFS securities are recorded at fair value on a recurring basis. Additionally, 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. These non-recurring fair value adjustments generally involve the write-down of individual assets due to impairment losses.

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.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices 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. 24

Table of Contents Assets and Liabilities Measured on a 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 as “unrealized gain/(loss)” 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 MBS, 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 does not have any liabilities that were measured at fair value on a recurring basis.

Assets measured at fair value on a 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 June 30, 2024
U.S. Government agency securities		$	62,161		$	—		$	62,161		$	—
U.S. State and Municipal securities			9,490			—			9,490			—
Residential mortgage securities			386,775			—			386,775			—
Commercial mortgage securities			43,338			—			43,338			—
Asset-backed securities			2,984			—			2,984			—
CRA Mutual Fund			2,122			2,122			—			—
Derivative assets			4,266			—			4,266			—
Derivative liabilities			596			—			596			—


		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, 2023
U.S. Government agency securities		$	61,775		$	—		$	61,775		$	—
U.S. State and Municipal securities			9,699			—			9,699			—
Residential mortgage securities			351,920			—			351,920			—
Commercial mortgage securities			34,584			—			34,584			—
Asset-backed securities			3,229			—			3,229			—
CRA Mutual Fund			2,123			2,123			—			—
Derivative assets			2,687			—			2,687			—
Derivative liabilities			6,037			—			6,037			—

Table of Contents There were no transfers between Level 1 and Level 2 during the three and six months ended June 30, 2024 and 2023.

Assets and Liabilities Not Measured on a Recurring Basis

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.

There were no material assets measured at fair value on a non-recurring basis at June 30, 2024 and December 31, 2023.

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 June 30, 2024	****	Amount		****	Assets (Level 1)		****	Inputs (Level 2)		****	Inputs (Level 3)		****	Value
Financial Assets:
Cash and due from banks		$	18,152		$	18,152		$	—		$	—		$	18,152
Overnight deposits			226,510			226,510			—			—			226,510
Securities held-to-maturity			449,368			—			382,590			—			382,590
Loans, net			5,778,884			—			—			5,666,246			5,666,246
Other investments
FRB Stock			11,410			N/A			N/A			N/A			N/A
FHLB Stock			13,176			N/A			N/A			N/A			N/A
Disability Fund			1,500			—			1,500			—			1,500
Time deposits at banks			498			498			—			—			498
Receivable from global payments business, net			90,626			—			—			90,626			90,626
Accrued interest receivable			30,303			—			2,205			28,098			30,303

Financial Liabilities:
Non-interest-bearing demand deposits		$	1,883,176		$	1,883,176		$	—		$	—		$	1,883,176
Money market and savings deposits			4,255,989			4,255,989			—			—			4,255,989
Time deposits			30,497			—			29,819			—			29,819
Federal funds purchased			—			—			—			—			—
Federal Home Loan Bank of New York advances			150,000			—			150,000			—			150,000
Trust preferred securities payable			20,620			—			—			20,003			20,003
Prepaid debit cardholder balances			22,631			—			—			22,631			22,631
Accrued interest payable			3,876			699			2,785			392			3,876
Secured and other borrowings			107,514			—			7,514			99,869			107,383

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, 2023	****	Amount		****	Assets (Level 1)		****	Inputs (Level 2)		****	Inputs (Level 3)		****	Value
Financial Assets:
Cash and due from banks		$	31,973		$	31,973		$	—		$	—		$	31,973
Overnight deposits			237,492			237,492			—			—			237,492
Securities held-to-maturity			468,860			—			404,252			—			404,252
Loans, net			5,566,832			—			—			5,474,238			5,474,238
Other investments
FRB Stock			11,410			N/A			N/A			N/A			N/A
FHLB Stock			25,558			N/A			N/A			N/A			N/A
Disability Fund			1,500			—			1,500			—			1,500
Time deposits at banks			498			498			—			—			498
Receivable from global payments business, net			87,648			—			—			87,648			87,648
Accrued interest receivable			31,948			—			2,007			29,941			31,948

Financial Liabilities:
Non-interest-bearing demand deposits		$	1,837,874		$	1,837,874		$	—		$	—		$	1,837,874
Money market and savings deposits			3,864,018			3,864,018			—			—			3,864,018
Time deposits			35,400			—			35,011			—			35,011
Federal funds purchased			99,000			—			99,000			—			99,000
Federal Home Loan Bank of New York advances			440,000			—			440,000			—			440,000
Trust preferred securities payable			20,620			—			—			20,007			20,007
Prepaid debit cardholder balances			10,178			—			—			10,178			10,178
Accrued interest payable			1,894			1,028			475			391			1,894
Secured and other borrowings			7,585			—			7,585			—			7,585

Table of Contents NOTE 10 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in Accumulated Other Comprehensive Income (Loss) balances, net of tax effects at the dates indicated (in thousands):


					Total
					Accumulated
					Other
	AFS		Cash Flow		Comprehensive
	Securities		Hedge		Income (Loss)
Three Months Ended
Balance at April 1, 2024	$	(57,251)	$	5,161	$	(52,090)
Unrealized gain (loss) arising during the period, net of tax		103		656		759
Reclassification adjustment for gain included in net income, net of tax		—		(874)		(874)
Other comprehensive income (loss), net of tax		103		(218)		(115)
Balance at June 30, 2024	$	(57,148)	$	4,943	$	(52,205)

Balance at April 1, 2023	$	(56,114)	$	5,982	$	(50,132)
Unrealized gain (loss) arising during the period, net of tax		(4,675)		4,702		27
Reclassification adjustment for gain included in net income, net of tax		—		(816)		(816)
Other comprehensive income (loss), net of tax		(4,675)		3,886		(789)
Balance at June 30, 2023	$	(60,789)	$	9,868	$	(50,921)

Six Months Ended
Balance at January 1, 2024	$	(54,685)	$	1,749	$	(52,936)
Unrealized gain (loss) arising during the period, net of tax		(2,463)		4,935		2,472
Reclassification adjustment for gain included in net income, net of tax		—		(1,741)		(1,741)
Other comprehensive income (loss), net of tax		(2,463)		3,194		731
Balance at June 30, 2024	$	(57,148)	$	4,943	$	(52,205)

Balance at January 1, 2023	$	(61,833)	$	7,535	$	(54,298)
Unrealized gain (loss) arising during the period, net of tax		1,044		4,007		5,051
Reclassification adjustment for gain included in net income, net of tax		—		(1,674)		(1,674)
Other comprehensive income (loss), net of tax		1,044		2,333		3,377
Balance at June 30, 2023	$	(60,789)	$	9,868	$	(50,921)

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


	Gross		Tax
	Amount		Component		Total
Balance at June 30, 2024
Unrealized gain (loss) on AFS Securities	$	(82,125)	$	24,977	$	(57,148)
Unrealized gain (loss) on Cash Flow Hedges		7,080		(2,137)		4,943
Total ending other comprehensive income (loss)	$	(75,045)	$	22,840	$	(52,205)

At December 31, 2023
Unrealized gain (loss) on AFS Securities	$	(77,783)	$	23,098	$	(54,685)
Unrealized gain (loss) on Cash Flow Hedges		2,574		(825)		1,749
Total ending other comprehensive income (loss)	$	(75,209)	$	22,273	$	(52,936)

Table of Contents 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				Six months ended					the Consolidated Statements
	June 30,				June 30,					of Operations
	2024		2023		2024		2023		****
Realized gain (loss) on cash flow hedges	$	1,262	$	1,218	$	2,513	$	2,453		Licensing fees
Income tax (expense) benefit		(388)		(402)		(772)		(779)		Income tax expense
Total reclassifications, net of income tax	$	874	$	816	$	1,741	$	1,674

NOTE 11 — 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 June 30, 2024				At December 31, 2023
	Fixed		Variable		Fixed		Variable
	Rate		Rate		Rate		Rate
Unused loan commitments	$	58,964	$	482,003	$	67,418	$	527,730
Standby and commercial letters of credit		41,718		—		59,532		—
	$	100,682	$	482,003	$	126,950	$	527,730

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. Commitments generally expire within two years. At June 30, 2024, the Company’s fixed rate loan commitments had interest rates ranging from 3.0% to 9.5% and the Company’s variable rate loan commitments had interest rates ranging from 6.0% to 12.5%. At December 31, 2023, the Company’s fixed rate loan commitments had interest rates ranging from 3.0% to 9.5% and the Company’s variable rate loan commitments had interest rates ranging from 6.0% to 12.5%. 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 $41.7 million and $59.5 million as of June 30, 2024 and December 31, 2023, respectively. The Company’s stand-by letters of credit are collateralized by interest-bearing accounts of $32.6 million and $36.2 million as of June 30, 2024 and December 31, 2023, respectively.

Legal and Regulatory Proceedings

There have been and continue to be ongoing investigations by governmental entities concerning a prepaid debit card product program that was offered by GPG. During the early stages of the COVID-19 pandemic, third parties used this prepaid debit card product to establish unauthorized accounts and to receive unauthorized government benefits payments, including unemployment insurance benefits payments made pursuant to the Coronavirus Aid, Relief, and Economic Security Act from many states. The Company ceased accepting new accounts from this program manager in July 2020 and exited its relationship with this program manager in August 2020. The Company has cooperated and continues to 29

Table of Contents cooperate in these investigations and continues to review this matter. In 2023, the Bank entered into separate consensual resolutions with each of the FRB and the NYSDFS with respect to their investigations, each of which investigations is now closed as a result of such orders.

In addition to the matters described above, 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 June 30, 2024, the aggregate liability, if any, arising out of any such other pending or threatened matters are not expected to be material to the Company’s financial condition, results of operations, and liquidity.

NOTE 12 — 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 June 30,					Six months ended June 30,
	****	2024		****	2023		2024		****	2023
Service charges on deposit accounts		$	2,094		$	1,481	$	3,957		$	2,937
Global Payments Group revenue			3,686			5,731		7,755			10,581
Other service charges and fees^^			367			676		1,462			1,318
Total		$	6,147		$	7,888	$	13,174		$	14,836

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 clients. The Company earns fees from its deposit clients 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.

Global payment group revenue

The Company offers corporate cash management and retail banking services and, through its global payments business, provides services to non-bank financial service companies. The Company earns initial set-up fees for these programs as well as fees for transactions processed. The Company receives transaction data at the end of each month for services rendered, at which time revenue is recognized. Additionally, service charges specific to GPG clients’ deposits are recognized within GPG revenue.

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 13 — 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 June 30, 2024, these derivatives had a notional amount of $550.0 million and contractual maturities ranging from August 1, 2025 to March 23, 2026. 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 and six months ended June 30, 2024. 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 June 30, 2024, 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 June 30, 2024
Derivatives designated as hedges:
Interest rate swaps related to client deposits and borrowings	$	550,000	$	3,999	$	329

Derivatives not designated as hedges:
Interest rate swaps	$	69,000	$	267	$	267

At December 31, 2023
Derivatives designated as hedges:
Interest rate swaps related to client deposits and borrowings	$	700,000	$	1,530	$	4,880

Derivatives not designated as hedges:
Interest rate swaps	$	69,000	$	1,157	$	1,157

The effect of cash flow hedge accounting on accumulated other comprehensive income is as follows (in thousands):


		Three months ended June 30,						Six months ended June 30,
	****	2024		****	2023			2024		****	2023
Interest rate swaps and caps related to client deposits and borrowings							****
Amount of gain (loss) recognized in OCI, net of tax		$	656		$	4,702		$	4,935		$	4,007
Amount of gain (loss) reclassified from OCI into income		$	1,262		$	1,218		$	2,513		$	2,453
Location of gain (loss) reclassified from OCI into income			Licensing fees			Licensing fees			Licensing fees			Licensing fees

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 (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 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 market includes the New York metropolitan area, specifically Manhattan and the outer boroughs, and Nassau County, New York. This market is well-diversified and represents a large market for middle market businesses (defined as businesses with annual revenue of $5 million to $400 million). The Company’s market area has a diversified economy typical of most urban population centers, with the majority of employment provided by services, wholesale/retail trade, finance/insurance/real estate, technology companies and construction. A relationship-led strategy has provided the Company with select opportunities in other U.S. markets, with a particular focus on South Florida.

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’s primary deposit products are checking, savings, and term deposit accounts, all of which are insured by the FDIC under the maximum amounts allowed by law. The Company has developed various deposit gathering strategies, which generate the funding necessary to operate without a large branch network. These activities, together with six strategically located banking centers, generate a stable source of deposits and a diverse loan portfolio with attractive risk-adjusted yields.

The Company operates six banking centers strategically located within close proximity to target clients. The strength of the Company’s deposit franchise comes from its long-standing relationships with clients and the strong ties it has in its market area. The Company has also developed a diversified funding strategy, which enables it to be less reliant on branches. Deposit funding is provided by the following core deposit verticals: (i) borrowing clients; (ii) non-borrowing retail clients; (iii) corporate cash management clients; (iv) municipal and other local entities; (v) EB-5 Program accounts; and (vi) Title and Escrow and Charter School clients.

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 that the most critical accounting policy, which involves the most complex or subjective decisions or assessments, is the allowance for credit losses.

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 32

Table of Contents the ACL will be reported in the period in which such adjustments become known 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 weights on the more optimistic and adverse scenarios. All else equal, the impact of this hypothetical forecast would result in a net increase of approximately $7.1 million, or 11.8%, in the Company’s total ACL for loans and loan commitments as of June 30, 2024. 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 $7.3 billion at June 30, 2024, an increase of $197.9 million, or 2.8%, from December 31, 2023.

Total cash and cash equivalents were $244.7 million at June 30, 2024, a decrease of $24.8 million, or 9.2%, from December 31, 2023. The decrease primarily reflects the $214.1 million net deployment into loans and the $289.0 million decrease in wholesale funding, partially offset by the $432.4 million increase in deposits.

Investments

Total securities were $956.2 million at June 30, 2024, an increase of $24.0 million, or 2.6%, from December 31, 2023. The increase was primarily due to the purchase of $72.8 million of AFS securities, partially offset by the $44.3 million paydown and maturities of AFS and HTM securities.

Loans

Total loans, net of deferred fees and unamortized costs, were $5.8 billion at June 30, 2024, an increase of $214.1 million, or 3.8%, from December 31, 2023. The increase in total loans was due primarily to an increase of $198.4 million in CRE loans (including owner-occupied) and $53.8 million in C&I loans. At June 30, 2024, 80.2% of the CRE and C&I loan portfolio is concentrated in the New York Metropolitan Area (mainly New York City) and Florida.

Table of Contents As of June 30, 2024, 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 June 30, 2024
			% of Total
		Balance	Loans
CRE^(1)^
Skilled Nursing Facilities	$	1,631,561	27.9	%
Multi-family		440,123	7.5
Office		377,308	6.5
Mixed use		412,066	7.1
Hospitality		343,981	5.9
Retail		294,644	5.0
Land		259,704	4.4
Warehouse / industrial		165,078	2.8
Construction		146,596	2.5
Other		571,672	9.8
Total CRE	$	4,642,733	79.4	%

C&I
Finance & Insurance	$	265,929	4.6	%
Skilled Nursing Facilities		257,969	4.4
Individuals		120,935	2.1
Healthcare		127,268	2.2
Services		71,343	1.2
Wholesale		58,113	1.0
Manufacturing		40,910	0.7
Other		162,828	2.8
Total C&I	$	1,105,294	19.0	%

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

The largest concentration in the loan portfolio is to the healthcare industry, which amounted to $2.0 billion, or 34.5% of total loans, at June 30, 2024, including $1.9 billion in loans to skilled nursing facilities.

Asset Quality

Non-performing loans declined to $31.1 million at June 30, 2024 compared to $51.9 million at December 31, 2023 due to one multi-family loan relationship that was returned to accrual status. The table below sets forth key asset quality ratios (dollars in thousands):


	At or for the			At or for the
	six months ended			year ended
	June 30,			December 31,
	2024			2023
Asset Quality Ratios
Non-performing loans	$	31,097		$	51,897
Non-performing loans to total loans		0.53	%		0.92	%
Allowance for credit losses to total loans		1.03	%		1.03	%
Non-performing loans to total assets		0.43	%		0.73	%
Allowance for credit losses to non-performing loans		193.0	%		111.7	%
Ratio of net charge-offs (recoveries) to average loans outstanding in aggregate		—	%		0.02	%

Table of Contents

Allowance for Credit Losses – Loans and Loan Commitments

The ACL was $60.0 million at June 30, 2024, as compared to $58.0 million at December 31, 2023. The Company recorded a $2.1 million provision for credit losses for the six months ended June 30, 2024, which reflects loan growth and a provision related to a single C&I loan.

Deposits

Total deposits were $6.2 billion at June 30, 2024, an increase of $432.4 million, or 7.5%, from December 31, 2023. The increase from December 31, 2023, was due primarily to broad based increases across most of the Company’s various deposit verticals. Non-interest-bearing demand deposits were 30.5% of total deposits at June 30, 2024, compared to 32.0% at December 31, 2023.

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


	At June 30, 2024		****	At December 31, 2023		****	Dollar Change		****	Percentage Change
Non-interest-bearing demand deposits	$	1,883,176		$	1,837,874		$	45,302		2.5	%
Money market		4,237,028			3,856,975			380,053		9.9
Savings accounts		18,961			7,043			11,918		169.2
Time deposits		30,497			35,400			(4,903)		(13.9)
Total	$	6,169,662		$	5,737,292		$	432,370		7.5	%

At June 30, 2024, the aggregate estimated amount of FDIC uninsured deposits was $1.6 billion, and the aggregate estimated amount of uninsured time deposits was $17.7 million. The following table presents the scheduled maturities of time deposits greater than $250,000 (in thousands):


	At June 30, 2024
Three months or less	$	3,775
Over three months through six months		4,791
Over six months through one year		3,946
Over one year		5,179
Total	$	17,691

Borrowings

To support the balance sheet, the Company may at times utilize FHLB advances or other funding sources. At June 30, 2024, the Company had $150.0 million of FHLBNY advances. At December 31, 2023, the Company had $99.0 million of Federal funds purchased and $440.0 million of FHLBNY advances.

At June 30, 2024, the Company had a $100.0 million FRB term loan under the Bank Term Funding Program (“BTFP”). The Federal Reserve established the BTFP on March 12, 2023, as a funding source for eligible depository institutions. Advances can no longer be requested under the program. The BTFP was created to provide short-term liquidity (up to one year) against the par value of certain high-quality collateral, such as U.S. Treasury securities.

Accumulated Other Comprehensive Income

Accumulated other comprehensive loss, net of tax, was $52.2 million at June 30, 2024, a decrease of $0.7 million from December 31, 2023. The decrease from December 31, 2023 was due to net unrealized gains on outstanding cash flow hedges, partially offset by an increase in unrealized losses on AFS securities due to changes in prevailing interest rates and the reclassification to net income of gains on a terminated cash flow hedge. 35

Table of Contents Results of Operations

Net Income

Net income was $16.8 million for the second quarter of 2024, an increase of $1.2 million as compared to $15.6 million for the second quarter of 2023. This increase was due primarily to a $7.8 million increase in net interest income and a $2.8 decrease in the provision for credit losses, partially offset by a $9.8 million increase in non-interest expense.

Net income was $33.0 million for the six months ended June 30, 2024, a decrease of $7.6 million as compared to $40.6 million for the six months ended June 30, 2023. This decrease was due primarily to a $9.0 million increase in net interest income and a $2.9 million decrease in the provision for credit losses, partially offset by a $20.7 million increase in non-interest expense.

Net Interest Income Analysis

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.

Table of Contents


		Three Months Ended
		June 30, 2024						June 30, 2023
		Average				Yield /		Average				Yield /
(dollars in thousands)		Balance		Interest		Rate ^(1)^		Balance		Interest		Rate ^(1)^
Assets:
Interest-earning assets:
Loans ^(2)^		$	5,754,283	$	104,595	7.31	%	$	4,921,887	$	80,516	6.54	%
Available-for-sale securities			589,825		3,353	2.29			520,322		2,068	1.59
Held-to-maturity securities			456,078		2,124	1.87			519,076		2,602	2.01
Equity investments			2,431		16	2.59			2,375		13	2.09
Overnight deposits			369,169		5,167	5.63			237,449		3,086	5.14
Other interest-earning assets			27,301		506	7.45			39,197		693	7.08
Total interest-earning assets			7,199,087		115,761	6.47			6,240,306		88,978	5.70
Non-interest-earning assets			182,234						162,326
Allowance for credit losses			(58,841)						(48,035)
Total assets		$	7,322,480					$	6,354,597
Liabilities and Stockholders' Equity:		****	****						****
Interest-bearing liabilities:
Money market and savings accounts		$	4,319,340		50,237	4.68		$	2,987,237		27,100	3.64
Certificates of deposit			37,084		318	3.45			45,925		303	2.65
Total interest-bearing deposits			4,356,424		50,555	4.67			3,033,162		27,403	3.62
Borrowed funds			287,104		3,667	5.14			588,281		7,824	5.32
Total interest-bearing liabilities			4,643,528		54,222	4.70			3,621,443		35,227	3.90
Non-interest-bearing liabilities:
Non-interest-bearing deposits			1,879,213						1,977,443
Other non-interest-bearing liabilities			119,675						139,341
Total liabilities			6,642,416						5,738,227
Stockholders' equity			680,064						616,370
Total liabilities and equity		$	7,322,480					$	6,354,597
Net interest income				$	61,539					$	53,751
Net interest rate spread ^(3)^						1.77	%					1.80	%
Net interest margin ^(4)^						3.44	%					3.44	%
Total cost of deposits ^(5)^						3.26	%					2.19	%
Total cost of funds ^(6)^						3.34	%					2.52	%
(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


		Six Months Ended
		June 30, 2024						June 30, 2023					****
		Average				Yield /		Average				Yield /	****
(dollars in thousands)		Balance		Interest		Rate^(1)^		Balance		Interest		Rate^(1)^	****
Assets:
Interest-earning assets:
Loans ^(2)^		$	5,725,562	$	206,976	7.27	%	$	4,880,343	$	156,476	6.45	%
Available-for-sale securities			577,558		6,311	2.20			525,384		4,175	1.59
Held-to-maturity securities			460,674		4,296	1.88			512,900		4,978	1.94
Equity investments - non-trading			2,423		30	2.53			2,368		25	2.09
Overnight deposits			333,580		9,321	5.62			222,765		5,570	4.97
Other interest-earning assets			30,365		1,162	7.69			29,733		1,017	6.84
Total interest-earning assets			7,130,162		228,096	6.43			6,173,493		172,241	5.61
Non-interest-earning assets			182,635						157,338
Allowance for credit losses			(58,679)						(46,831)
Total assets		$	7,254,118					$	6,284,000
Liabilities and Stockholders' Equity:		****	****						****
Interest-bearing liabilities:
Money market and savings accounts		$	4,209,403		96,848	4.63		$	2,914,160		49,129	3.40
Certificates of deposit			35,674		593	3.34			49,399		647	2.64
Total interest-bearing deposits			4,245,077		97,441	4.62			2,963,559		49,776	3.39
Borrowed funds			362,246		9,407	5.22			389,360		10,180	5.23
Total interest-bearing liabilities			4,607,323		106,848	4.66			3,352,919		59,956	3.61
Non-interest-bearing liabilities:
Non-interest-bearing deposits			1,857,290						2,183,000
Other non-interest-bearing liabilities			115,974						143,573
Total liabilities			6,580,587						5,679,492
Stockholders' equity			673,531						604,508
Total liabilities and equity		$	7,254,118					$	6,284,000
Net interest income				$	121,248					$	112,285
Net interest rate spread ^(3)^						1.77	%					2.01	%
Net interest margin ^(4)^						3.42	%					3.65	%
Total cost of deposits ^(5)^						3.21	%					1.95	%
Total cost of funds ^(6)^						3.32	%					2.18	%
(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.
---	---

Net interest margin for the second quarter of 2024 was 3.44% compared to 3.44% for the second quarter of 2023. Net interest margin for the six months ended June 30, 2024 was 3.42% compared to 3.65% for the six months ended June 30, 2023. The 23 basis point decrease was due primarily to the shift from non-interest bearing deposits to interest bearing deposits related to the exit from the crypto-related deposit vertical, and, moreover, the increase in the cost of funds, partially offset by loan growth and the increase in loan yields.

Interest Income

Interest income increased $26.8 million to $115.8 million for the second quarter of 2024 as compared to $89.0 million for the second quarter of 2023, primarily due to the increase in the average balance of loans and an increase in the yield on loans. The average balance of loans increased $832.4 million for the second quarter of 2024 as compared to the second quarter of 2023. The yield on loans increased 77 basis points for the second quarter of 2024 as compared to the second quarter of 2023 due to the increase in prevailing market interest rates and a disciplined approach to loan pricing.

Interest income increased $55.9 million to $228.1 million for the six months ended June 30, 2024 as compared to $172.2 million for the six months ended June 30, 2023, primarily due to the increase in the average balance of loans and an 38

Table of Contents increase in the yield for loans. The average balance of loans increased $845.2 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The yield on loans increased 82 basis points for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 due to the increase in prevailing market interest rates and a disciplined approach to loan pricing.

Interest Expense

Interest expense increased $19.0 million to $54.2 million for the second quarter of 2024 as compared to $35.2 million for the second quarter of 2023 due primarily to the increase in the average balance of interest-bearing deposits and an increase in the cost of funds, partially offset by the decrease in the average balance of borrowed funds. The average balance of interest-bearing deposits increased $1.3 billion for the second quarter of 2024 as compared to the second quarter of 2023, which reflects deposit growth and the shift from non-interest bearing deposits to interest bearing deposits primarily related to the exit from the crypto-related deposit vertical in 2023. The total cost of funds for the second quarter of 2024 increased 82 basis points compared to the second quarter of 2023, which reflects the continued effects of high short-term interest rates, intense competition for deposits, and the shift from non-interest bearing deposits to interest bearing funding related to the exit from the crypto-related deposit vertical. The average balance of borrowed funds decreased $301.2 million for the second quarter of 2024 as compared to the second quarter of 2023, which reflects a disciplined approach to liquidity management.

Interest expense increased $46.9 million to $106.8 million for the six months ended June 30, 2024 as compared to $60.0 million for the six months ended June 30, 2023, due primarily to the increase in the average balance of interest-bearing deposits and an increase in the cost of funds. The average balance of interest-bearing deposits increased $1.3 billion for the six months ended June 30, 2024 as compared to the six month ended June 30, 2023, which reflects deposit growth and the shift from non-interest bearing deposits to interest bearing deposits primarily related to the exit from the crypto-related deposit vertical in 2023. The total cost of funds for the six months ended June 30, 2024 increased 114 basis points compared to the six months ended June 30, 2023, which reflects the continued effects of high short-term interest rates, intense competition for deposits, and the shift from non-interest bearing deposits to interest bearing funding.

Provision for Credit Losses – Loans and Loan Commitments

The provision for credit losses for the three and six months ended June 30, 2024 was $1.5 million and $2.1 million, respectively, which reflects loan growth and a provision related to a single C&I loan.

Non-Interest Income

Non-interest income decreased $1.7 million to $6.1 million for the second quarter of 2024, as compared to the second quarter of 2023 driven primarily by lower GPG revenue, partially offset by an increase in service charges on deposit accounts. At the beginning of 2024, the Company announced that it will exit all GPG Banking-as-a-Service relationships, which is expected to be completed during 2024. Non-interest income decreased $1.7 million to $13.1 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023 driven primarily by lower GPG revenue, partially offset by an increase in service charges on deposit accounts.

Non-Interest Expense

Non-interest expense increased $9.8 million to $42.3 million for the second quarter of 2024, compared to the second quarter of 2023 due primarily to an increase of $3.2 million in compensation and benefits related to the increase in number of employees, an increase of $1.9 million in professional fees primarily related to regulatory remediation costs, an increase of $1.6 million in technology costs primarily related to the digital transformation project, and an increase of $1.6 million in other expenses. At the beginning of 2024, the Company began implementing an innovative digital transformation project to improve its capabilities and efficiencies for both client facing and internal processes, which it expects to complete in 2025.

Non-interest expense increased $20.7 million to $84.2 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, due primarily to an increase of $6.8 million in compensation and benefits due to severance 39

Table of Contents expenses related to the GPG wind down and the increase in number of employees, an increase of $3.7 million in professional fees primarily related to regulatory remediation costs, an increase of $3.3 million in technology costs primarily related to the digital transformation project, and the $2.5 million reversal of the regulatory settlement reserve recorded in the first quarter of 2023.

Income Tax Expense

The estimated effective tax rate for the second quarter of 2024 was 29.7% as compared to 37.4% for the second quarter of 2023. The effective tax rate for the second quarter of 2023 includes an unfavorable discrete expense related to the rescission of stock awards. The effective tax rate for the six months ended June 30, 2024 was 31.5% compared to 30.8% for the six months ended June 30, 2023.

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 clients. 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 June 30, 2024, the Company had $541.0 million in unused loan commitments and $41.7 million in standby and commercial letters of credit. At December 31, 2023, the Company had $595.1 million in unused commitments and $59.5 million in standby and commercial letters of credit.

Liquidity and Capital Resources

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 and securities and borrowings are predictable sources of funds, deposit flows, mortgage prepayments and securities sales are 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 its operating, financing, lending and investing activities during any given period. At June 30, 2024 and December 31, 2023, cash and cash equivalents totaled $244.7 million and $269.5 million, respectively. Securities, which provide an additional source of liquidity, totaled $956.2 million at June 30, 2024 and $932.2 million at December 31, 2023. At June 30, 2024, there were $783.1 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $170.8 million were encumbered. At December 31, 2023, there were $845.7 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $60.0 million were encumbered.

The Company’s primary investing activities are the origination of loans, and to a lesser extent, the purchase of loans and securities. For the three and six months ended June 30, 2024, the Company’s loan production was $290.8 million and $560.4 million as compared to $425.4 million and $690.8 million, respectively, for the three and six months ended June 30, 2023.

Financing activities consisted primarily of activity in deposit accounts and borrowings. The Company gathers deposits from businesses and individuals through client referrals and other relationships and through its retail presence. The Company has established deposit concentration thresholds to avoid the possibility of dependence on any single depositor 40

Table of Contents base for funds. Total deposits were $6.2 billion at June 30, 2024, an increase of $432.4 million, or 7.5%, from December 31, 2023.

At June 30, 2024, interest-bearing deposits were comprised of $4.2 billion of money market accounts and $30.5 million of time deposits. Time deposits due within one year of June 30, 2024 totaled $24.0 million, or 0.4%, of total deposits. At June 30, 2024, the aggregate estimated amount of FDIC uninsured deposits was $1.6 billion. At December 31, 2023, interest-bearing deposits were comprised of $3.9 billion of money market accounts and $35.4 million of time deposits. Time deposits due within one year of December 31, 2023 totaled $37.6 million, or 0.7%, of total deposits. Non-interest-bearing deposits were 30.5% of total deposits at June 30, 2024, as compared to 32.0% at December 31, 2023. At December 31, 2023, the aggregate estimated amount of FDIC uninsured deposits was $1.6 billion.

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 June 30, 2024, the Company had $150.0 million of outstanding FHLBNY advances and a $100.0 million FRB term loan under the BTFP. The Company had $3.1 billion and $2.8 billion of available secured wholesale funding capacity at June 30, 2024 and December 31, 2023, respectively.

Regulation

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. At June 30, 2024 and December 31, 2023, 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 Ratio
						Minimum		Required		Minimum
		At		At		Ratio to be		for Capital		Capital
		June 30,		December 31,		“Well		Adequacy		Conservation
	****	2024		2023		Capitalized”	****	Purposes	****	Buffer	****
The Company
Tier 1 leverage ratio		10.3	%	10.6	%	N/A		4.0	%	—	%
Common equity tier 1		11.7	%	11.5	%	N/A		4.5	%	2.5	%
Tier 1 risk-based capital ratio		12.1	%	11.8	%	N/A		6.0	%	2.5	%
Total risk-based capital ratio		13.0	%	12.8	%	N/A		8.0	%	2.5	%

The Bank
Tier 1 leverage ratio		10.1	%	10.3	%	5.00	%	4.0	%	—	%
Common equity tier 1		11.8	%	11.5	%	6.50	%	4.5	%	2.5	%
Tier 1 risk-based capital ratio		11.8	%	11.5	%	8.00	%	6.0	%	2.5	%
Total risk-based capital ratio		12.8	%	12.5	%	10.00	%	8.0	%	2.5	%

At June 30, 2024 and December 31, 2023, total non-owner-occupied CRE loans were 358.4% and 368.1% of risk-based capital, respectively.

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 provides oversight of the Company’s asset and liability management function, which is managed by the Company’s ALCO. The ALCO has further assigned responsibility for the day-to-day management of IRR to the CFO, or his 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. 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 June 30, 2024 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.

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 42

Table of Contents 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 June 30, 2024
Change in		Net			Year 1
Interest		Interest			Change
Rates		Income Year 1			from
(basis points)	****	Forecast		****	Level
+400		$	218,082		(12.43)	%
+300			225,408		(9.49)
+200			232,745		(6.55)
+100			241,393		(3.07)
—			249,046		—
-100			255,588		2.63
-200			262,552		5.42
-300			270,148		8.47
-400			278,200		11.71

The table above indicates that at June 30, 2024, in the event of an instantaneous and sustained parallel upward shift of 200 basis points in interest rates, the Company would experience a 6.55% 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 5.42% 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 +400 basis points and -100, -200, -300 and -400 basis points) at June 30, 2024 (dollars in thousands):


					Estimated
					Increase (Decrease) in
					EVE
Change in
Interest Rates		Estimated
(basis points)^(1)^	****	EVE^(2)^		****	Dollars		****	Percent	****
+400		$	406,301		$	(166,608)		(29.08)	%
+300			448,475			(124,434)		(21.72)
+200			490,524			(82,385)		(14.38)
+100			537,279			(35,630)		(6.22)
—			572,909			—		—
-100			597,844			24,935		4.35
-200			611,054			38,145		6.66
-300			617,164			44,255		7.72
-400			610,469			37,560		6.56
(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 June 30, 2024, in the event of an immediate upward shift of 200 basis points in interest rates, the Company would experience a 14.38% decrease in its EVE. In the event of an immediate downward shift of 200 basis points in interest rates, the Company would experience a 6.66% increase in its EVE. 43

Table of Contents 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 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 June 30, 2024, 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 June 30, 2024. 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. There have been no material changes in the legal proceedings, if any, previously disclosed under Part I, Item 3 in our 2023 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 June 30, 2024, the aggregate liability, if any, arising out of any such pending or threatened legal actions are not expected to be material to the Company’s financial condition, results of operations, and liquidity.

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 included below and see the risk factors previously described in Part I, “Item 1A. Risk Factors” in our 2023 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 2023 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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Amendment of Bylaws

On July 31, 2024, our Board of Directors approved and adopted the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately upon adoption. The Board of Directors approved an amendment to the Bylaws to update Article II, Section 16 regarding eligibility of individuals to be elected or appointed as a director. The amendment provides the Board of Directors discretion to approve the nomination for re-election of a director who will have attained the age of seventy-five (75) years on or prior to the date of his or her re-election if the Board of Directors determines that such nomination is in the best interest of the Company.

The preceding summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is included as Exhibit 3.3 to this report and incorporated by reference herein.

Rule 10b5-1 Trading Arrangement

On June 6, 2024, Nick Rosenberg, Executive Vice President and Chief Business Development Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 8,250 shares of the Company’s common stock, commencing on September 16, 2024 and continuing until all shares are sold or September 16, 2025, whichever comes first. 45

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.

31.1	Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a).

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 June 30, 2024, formatted in Inline XBRL

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: August 2, 2024By: /s/ Mark R. DeFazio

Mark R. DeFazio

President and Chief Executive Officer

Date: August 2, 2024By:/s/ Daniel F. Dougherty

Daniel F. Dougherty

Executive Vice President and Chief Financial Officer

Amended and Restated Bylaws (00307105).DOCX

Exhibit 3.3 AMENDED AND RESTATED BYLAWS

METROPOLITAN BANK HOLDING CORP.

(THE “CORPORATION”)

As amended and restated on July 31, 2024

ARTICLE I

SHAREHOLDER MEETINGS

Section 1. Place and Time of Meetings. Meetings of the shareholders may be held at any place, within or without the State of New York, designated by the Board of Directors of the Corporation (the “Board” or the “Board of Directors”) and, in the absence of such designation, shall be held at the office of the Corporation in the State of New York. The Board of Directors shall designate the day and the time of day for each meeting.

Section 2. Annual Meetings. The annual meeting of the shareholders shall be held on such date and at such time and place as the Board of Directors may direct. At the annual meeting the shareholders, voting as provided in the Certificate of Incorporation, shall elect directors, and shall transact such other business as may properly come before them.

Section 3. Special Meetings. A special meeting of the shareholders may be held at any time and for any purpose and may only be called by the President, the Secretary of the Corporation or the Board of Directors, except as may otherwise be required by law.

Section 4. Quorum; Adjourned Meetings. The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at any annual or special meeting shall constitute a quorum for the transaction of business. Any meeting (whether or not a quorum is present) may be adjourned to a subsequent date, provided notice of the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. If a new record date for the adjourned meeting is fixed, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date, as provided in Section 7 of this Article. At an adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally scheduled. If a quorum is present, the shareholders may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 5. Voting. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote either in person or by proxy authorized by an instrument in writing filed with the Corporation and in accordance with any procedures established for the meeting. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors. Any facsimile telecommunication, e-mail delivery of a “.PDF” format data file, or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile

telecommunication, e-mail or other reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy shall be valid after eleven (11) months from the date of its execution except for a proxy coupled with an interest. Each shareholder, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share having voting power registered in his or her name on the books of the Corporation. Upon the demand of any shareholder, the vote upon any question before the meeting shall be by ballot. Other than as to the election of directors, and other than as may be required by the Certificate of Incorporation or law, all **** questions shall be decided by a majority vote of the number of votes cast for or against such action by the holders of shares entitled to vote thereon.

Section 6. Record Date. The Board of Directors may fix a date, not more than sixty (60) nor less than ten (10) days preceding the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of, and to vote at, such meeting, and in such case only shareholders of record on the date so fixed shall be entitled to receive such notice and to vote, notwithstanding any transfer of shares on the books of the Corporation after any record date so fixed. The Board of Directors may close the books of the Corporation against the transfer of shares during the whole or any part of such period between such record date and the meeting date. If the Board of Directors fails to fix a record date for determination of the shareholders entitled to notice of, and to vote at, any meeting of shareholders, the record date shall be the sixtieth (60th) day preceding the date of such meeting.

Section 7. Notice of Meetings. There shall be provided to each shareholder, shown by the books of the Corporation to be a holder of record of voting shares, at his or her address as shown by the books of the Corporation, a notice setting out the time and place of each annual meeting and each special meeting, which notice shall be given by any means permitted under applicable law, not less than ten (10) days nor more than sixty (60) days prior thereto unless otherwise required by law. Every notice of any special meeting shall state the purpose or purposes for which the meeting has been called, pursuant to Section 3 of this Article, and the business transacted at all special meetings shall be confined to the purpose or purposes stated in the notice.

Section 8. Meeting Procedures. The Board of Directors shall determine who shall preside as chairperson of any meeting and preside over such meeting. In the absence of such determination, the President of the Corporation shall preside at a shareholders’ meetings, and in the absence of the President, the Chairperson shall preside. The chairperson presiding over the shareholders’ meeting may establish such rules and regulations for the conduct of the meeting as he/she may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting. In advance of any meeting of shareholders, the Board shall appoint any persons other than nominees for director as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors shall be either one or three. If the Board so appoints either one or three such inspectors, that appointment shall not be altered at the meeting. In case any person appointed as inspector fails to appear or refuses to act, the vacancy may be filled by appointment by the Board in advance of the meeting or at the meeting by the Chairperson of the Board or the President.

Unless otherwise prescribed by applicable law or regulation, the duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and

effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all stockholders.

The chairperson of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her to be appropriate.

Section 9. Waiver of Notice. Any shareholder, or the representative entitled to vote any shares so represented, may waive notice of any shareholder meeting by executing a written waiver of such notice either before, at or after such meeting; provided, however, that the attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting, the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

Section 10. Written Action. Any action which might be taken at a meeting of the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon, and in satisfaction of any other requirements of the New York Business Corporation Law, as the same may be amended from time to time.

Section 11. Notice of Nominations and New Business

(a)Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the shareholders may be made for an annual meeting of shareholders (i) pursuant to the Corporation’s notice with respect to such meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of record of the Corporation who was a shareholder of record at the time of the giving of the notice provided for in the following paragraphs, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 11.

(b)For nominations, including nominations by shareholders pursuant to Rule 14a-19 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of Section 11(a), (1) the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation (the “Notice”), (2) such business must be a proper matter for shareholder action under the New York Business Corporation Law, and (3) the Notice must include the information required hereunder. To be timely, a shareholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days prior to the anniversary date of the Corporation’s proxy materials for the preceding year’s annual meeting of shareholders; provided, however, if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not later than the close of business on the tenth (10th) day following the day on

which public announcement of the date of such meeting is first made. A shareholder’s Notice must include the following information:

●	A statement that the writer is a shareholder and is proposing a candidate for consideration by the Board or is proposing business for the consideration by the shareholders of the Corporation;
●	The name and address of the shareholder as they appear on the Corporation’s books, and number of shares of the Corporation’s common stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record, appropriate evidence of the shareholder’s ownership will be required);
---	---
●	A statement as to whether the shareholder is being compensated, financed or indemnified by any third party for making the proposal;
---	---
●	As to a nomination for election to the Board, the name, address and contact information for the candidate, and the number of shares of common stock of the Corporation that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the shareholder’s ownership should be provided);
---	---
●	As to a nomination for election to the Board, a statement of the candidate’s business and educational experience, detailed information about any agreement, relationship, arrangement or understanding between the proposing shareholder, any of its respective affiliates or associates and the candidate or others acting in concert with the proposing shareholder (including their identities) in connection with the nomination;
---	---
●	As to a nomination for election to the Board of Directors, a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected and such person’s signed, written consent to be named in the proxy materials related to the annual meeting;
---	---
●	As to a nomination for election to the Board of Directors, a statement that such shareholder will notify the Corporation as promptly as practicable of any determination by the shareholder to no longer solicit proxies in support of the director nominees other than the Corporation’s nominees;
---	---
●	As to any business that the shareholder proposes to bring before the meeting, a brief description of such business;
---	---
●	Such other information regarding the candidate or the business proposed as would be required to be included in the proxy statement pursuant to Securities and Exchange Commission Regulation 14A, including as to a proposal for business to be considered, any material interest that the shareholder has with respect to the business being proposed;
---	---

●

A statement detailing any relationship between the proposing shareholder, any candidate for election to the Board, and any customer, supplier or competitor of the Corporation and its affiliates; and

●

A statement as to whether such shareholder intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares as is required by the Exchange Act and the rules and regulations thereunder and as required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees and whether such shareholder intends to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with the Exchange Act and the rules and regulations promulgated thereunder.

---

(c)Only persons nominated in accordance with the procedures set forth in this Section 11 shall be eligible to be presented and voted upon at a meeting of shareholders and only such business shall be conducted at an annual meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 11. The chairperson of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed business or nomination shall not be presented for shareholder action at the meeting and shall be disregarded.

(d)Any shareholder who wishes to and provides notice of their intent to solicit proxies in support of director nominees other than the Corporation’s nominees must satisfy all of the requirements of Rule 14a-19 under the Exchange Act. Unless otherwise required by law, if any shareholder (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with any requirements of Rule 14a-19 under the Exchange Act or any other rules or regulations thereunder, then the Corporation shall disregard any proxies or votes solicited for such nominee(s) and such nomination(s) shall be disregarded. Any notice provided by any shareholder pursuant to Rule 14a-19 under the Exchange Act must include a statement of the shareholder’s intent to comply with Rule 14a-19 and specifically reference Rule 14a-19(a)(3) under the Exchange Act or otherwise state that such shareholder intends to solicit the holders of shares representing at least sixty-seven percent (67%) of the voting power of the Corporation’s outstanding shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees. In the event of any change with respect to the shareholder’s intent to solicit the holders of shares representing at least sixty-seven percent (67%) of the voting power of the Corporation’s shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees, or with respect to the names of such shareholder nominees, such shareholder must notify the Corporation promptly. Upon request by the Corporation, if a shareholder provides notice of their intent to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 under the Exchange Act, such shareholder shall deliver to the Corporation, no later than five (5) business days before the applicable meeting of shareholders, reasonable

evidence (as determined by the Corporation in good faith) that it has met the requirements of the Exchange Act and the rules and regulations promulgated thereunder, including Rule 14a-19.

(e)The number of directors that may be nominated by a shareholder pursuant to this Section 11 may not exceed the number of directors eligible for re-election.

(f)In the event that the Corporation receives proxies or votes for disqualified or withdrawn nominees, such votes shall be treated as abstentions.

(g)For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(h)Notwithstanding the foregoing provisions of this Section 11, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or to solicit proxies in support of director nominees other than the Corporation’s nominees pursuant to Rule 14a-19 under the Exchange Act.

ARTICLE II

DIRECTORS

Section 1. General. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, each of whom shall be at least eighteen (18) years of age. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 2. Number and Qualifications. The Board of Directors of the Corporation shall consist of not less than five (5) nor more than twenty-five (25) directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors; provided, however, that no decrease in number shall shorten the term of any incumbent director. Each director shall at all times own at least such minimum number of shares as may be required under the applicable guidelines promulgated by the Board of Directors from time to time.

Section 3. Term. The Board of Directors shall be divided into three classes, Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve a term ending on the date of the third annual meeting following the annual meeting at which such director was elected.

Section 4. Organization Meeting. As soon as practicable after each annual election of directors, the Board of Directors shall meet at the office of the Corporation, or at such other place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing the officers of the Corporation and for the transaction of such other business as shall come before the meeting.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held on such day, at such hour, and at such place, consistent with applicable law, as the Board shall from time to time designate or as may be designated in any notice from the Secretary of the Corporation calling the meeting. Notice need not be given of regular meetings of the Board of Directors which are held at the time and place designated by the Board of Directors.

Section 6. Special Meetings. The Chairperson of the Board (if any) or the President may call and, at the request of any two directors, must call, a special meeting of the Board of Directors.

Section 7. Notice of Meetings. Notice of special meetings of the Board of Directors shall be given at least twenty-four (24) hours in advance thereof by mail, telephone, telegram, facsimile transmission, e-mail, delivery service, or in person, or upon five (5) days’ notice if given by mail.

Section 8. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived by a director either before, at, or after such meeting in a writing signed by such director; provided, however, that a director, by his attendance and participation in any action taken at any meeting of the Board of Directors, shall be deemed to have waived notice of such meeting.

Section 9. Director and Committee Action by Conference Telephone. Any one or more members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or similar equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

Section 10. Quorum. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business, except that when a vacancy or vacancies exist, a majority of the remaining directors shall constitute a quorum. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.

Section 11. Vacancies. Any vacancy occurring in the Board of Directors (by reason of death, resignation, removal for cause, increase in number pursuant to Section 2 of this Article, or otherwise) may be filled by the affirmative vote of a majority of the Board, unless otherwise required by the Certificate of Incorporation. A director elected to fill a vacancy shall be elected to serve until the next annual meeting of shareholders, regardless of whether the other members of the class to which such director is elected are required to stand for election or re-election at such meeting.

Section 12. Removal. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, but only for cause unless the Certificate of Incorporation permits removal of directors without cause.

Section 13. Chairperson of the Board. The Board of Directors shall appoint one of its members to be Chairperson of the Board to serve at the pleasure of the Board. He or she shall preside at all meetings of the Board of Directors. In addition to any specific powers conferred by these Bylaws, he or she shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him or her by the Board of Directors.

Section 14. Secretary to the Board. The Board of Directors may appoint a Secretary to the Board who shall keep the minutes of its meetings instead of the Secretary of the Corporation. The said person need not be a member of the Board of Directors.

Section 15. Compensation. Directors may receive such compensation as may be determined, from time to time by resolution of the Board of Directors. All directors may receive their expenses, if any, of attendance at meetings of the Board of Directors or any committee thereof, if approved by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving this Corporation in any other capacity and receiving proper compensation therefore.

Section 16. Eligibility and Mandatory Retirement. No person shall be eligible to be elected or appointed as a director if he or she will have attained the age of seventy-five (75) years on or prior to the date of his or her election or appointment, provided that the Board of Directors may approve the nomination for re-election of a director who will have attained the age of seventy-five (75) years on or prior to the date of his or her re-election if the Board of Directors determines that such nomination is in the best interest of the Corporation. This Section 16 shall not apply to individuals who served on the Corporation’s Board of Directors as of October 15, 2017.

Section 17. Director Emeritus Designation. The Board of Directors may, in its discretion, confer upon a director who retires or resigns the designation of “Director Emeritus.” Such designation shall be honorary only and the person so designated shall not have any of the rights or duties of a director. If invited by the Board of Directors, a Director Emeritus may attend a meeting of the Board.

ARTICLE III

COMMITTEES

Section 1. Committees of the Board of Directors.

(a)General Provisions*.* The Board of Directors may appoint from among its members an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and such other committees, including an Executive Committee, as the Board of Directors deems necessary or desirable. The Board of Directors may delegate to any committee so appointed any of the powers and authorities of the Board of Directors to the fullest extent permitted by the New York Business Corporation Law and any other applicable law.

(b)Composition*.* Each committee shall be composed of one or more directors or any other number of members specified in these Bylaws or in the charter under which such committee operates. The Chairperson of the Board may recommend committees,

committee memberships, and committee chairs to the Board of Directors. The Nominating and Corporate Governance Committee may also recommend committees, committee memberships, and committee chairs to the Board of Directors pursuant to its charter. The Board of Directors shall have the power at any time to appoint the chairperson and the members of any committee, change the membership of any committee, to fill all vacancies on committees, to designate alternate members to replace or act in the place of any absent or disqualified member of a committee, or to dissolve any committee. If the Board of Directors does not appoint the chairperson of any committee, the members of such committee may appoint a chairperson. A member of a committee may resign from that committee at any time by giving written notice of such resignation to the Chairperson of the Board. Unless otherwise specified therein, such resignation from the committee shall take effect upon receipt thereof.

(c)Issuance of Stock*.* If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors. Any committee so designated may exercise the power and authority of the Board of Directors if the resolution that designated the committee or a supplemental resolution of the Board of Directors shall so provide.

Section 2. Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if a unanimous consent, which sets forth the action, is given in writing or by electronic transmission by each member of the committee and filed in paper or electronic form with the minutes of the proceedings of such committee. The members of any committee may conduct any meeting thereof by conference telephone or other communications equipment in accordance with the provisions of Section 9 of Article II.

Section 3. Executive Committee. An Executive Committee of not fewer than three (3) members may be elected by and from the Board of Directors. The Executive Committee may exercise all of the powers of the Board of Directors when the Board of Directors is not in session, subject at all times to the limitations provided in the New York Business Corporation Law, applicable rules of the SEC or The New York Stock Exchange, and the direction and control of the Board of Directors. Members of the Executive Committee shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the Corporation shall be a Chairperson of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial Officer, and a Secretary, and such other officers, including a Treasurer, one or more Executive Vice Presidents, one or more Senior Vice Presidents, or one or more Vice Presidents, as the Board of Directors, in its discretion, may deem necessary. Any two offices, except those of President and Secretary, may be held by one person.

Section 2. Election, Term of Office, Qualifications. At each organization meeting of the Board of Directors the Board shall elect all of the officers of the Corporation. The President may appoint Vice Presidents, subject to Board ratification. All **** officers of the Corporation shall hold office until the annual meeting of the Board next succeeding their election to office, or until the election and qualification of their respective successors, unless otherwise determined by the Board.

Section 3. Chairperson of the Board of Directors. The Chairperson of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he or she shall have and perform such other duties as from time to time may be assigned to him by these Bylaws and the Board of Directors.

Section 4. Chief Executive Officer. The Board of Directors shall appoint one of its members to be the Chief Executive Officer of the Corporation, who may also serve as President. In the absence of the Chairperson, he or she shall preside at meetings of the Board of Directors and at the Annual Meeting of Shareholders. The Chief Executive Officer shall have general executive powers, and shall have and may exercise any and all other powers and duties conferred by these Bylaws and otherwise pertaining by law, regulation or practice to the office of Chief Executive Officer. He or she shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned to, him or her by the Board of Directors.

Section 5. President. The Board of Directors shall appoint one of its members to be President of the Corporation, who may also serve as Chief Executive Officer of the Corporation. He or she shall have general executive powers, and shall have and may exercise any and all other powers and duties conferred by these Bylaws and otherwise pertaining by law, regulation or practice to the office of President. He or she shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned to, him or her by the Board of Directors or the Chief Executive Officer. In the absence of the Chief Executive Officer, he or she shall perform all the duties of the Chief Executive Officer.

Section 6. Vice President (including Executive Vice President and Senior Vice President). Each Vice President shall have such powers and shall perform such duties as may be specified in the Bylaws or prescribed by the Board of Directors or by the Chief Executive Officer or the President. In the event of absence or disability of the President, Vice Presidents shall succeed to his or her power and duties in the order designated by the Board of Directors.

Section 7. Secretary. The Secretary of the Corporation shall keep accurate minutes of all meetings of the shareholders and the Board of Directors, shall give proper notice of meetings of

shareholders and directors, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe. However, the Board of Directors may, in its discretion, appoint additionally a Secretary to the Board who shall keep the minutes of its meetings instead of the Secretary of the Corporation.

Section 8. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for maintaining the financial records of the Corporation. The Chief Financial Officer may be designated the Treasurer. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. He or she shall have power to endorse for deposit all notes, checks and drafts received by the Corporation. The Chief Financial Officer shall also perform such other duties as the Board of Directors, the Chief Executive Officer and the President may from time to time prescribe. Subject to the direction of the Board of Directors, a Treasurer shall have the power to sign all stock certificates.

Section 9. Additional Officers and Agents. The Board of Directors, at its discretion, may appoint one or more assistant treasurers, one or more assistant secretaries, and such other officers or agents as it may deem advisable, and may prescribe the duties of any such officer or agent.

Section 10. Miscellaneous. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the President or any Officer of the Corporation authorized by the Chief Executive Officer or the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of shareholders of or with respect to, any action of shareholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V

Section 1. Certificates; Direct Registration System. Shares of stock of the Corporation may be certificated or uncertificated, as provided by the laws of the State of New York.

Section 2. Stock Certificates. Certificates of stock shall bear the seal of the Corporation and the signature of two persons. One shall be the signature of the Chairperson of the Board, the Chief Executive Officer, the President or a Vice President. The other shall be the signature of the Secretary of the Corporation, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Such signatures may be manual signatures or facsimiles thereof. If the transfer agent or registrar of the Corporation is other than the Corporation, an affiliate or its employee, a certificate bearing facsimile signatures shall be manually countersigned by the transfer agent or registrar of the Corporation, and the requirement for such countersignature by any such independent transfer agent or registrar shall be conspicuously noted on the face of the certificate. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Corporation upon surrender of the certificate properly endorsed.

Section 3. Uncertificated Shares. Shares may also be evidenced by registration in the holder's name in uncertificated, book-entry form on the books of the Corporation in accordance

with a direct registration system approved by the SEC and by any securities exchange on which the stock of the Corporation may from time to time be traded.

Section 4. Transfers. Shares of stock shall be transferable on the books of the Corporation upon receipt by the Corporation or its transfer agent of appropriate documents evidencing such transfer and, in the case of stock represented by a certificate, upon surrender of such certificate. Subject to the foregoing, the Board of Directors shall have power and authority to make such rules and regulations as it shall deem necessary or appropriate concerning the issue, transfer, and registration of shares of stock of the Corporation, and to appoint and remove transfer agents and registrars of transfers. A transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall succeed to all rights and liabilities of the prior holder of such shares.

Section 5. Loss of Certificates. Any shareholder claiming loss or destruction of a stock certificate shall make an affidavit of that fact and, unless waived by the Chief Executive Officer, the President, the Chief Financial Officer or Treasurer, shall give the Corporation a bond of indemnity to indemnify the Corporation against any claim which may be made against it on account of the reissue of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been destroyed or lost.

ARTICLE VI

DIVIDENDS

Section 1. Dividends. Subject to the provisions of the Certificate of Incorporation, these Bylaws and applicable law, the Board of Directors may declare dividends at such times and in such amounts as the Board shall deem advisable.

Section 2. Record Date. Subject to applicable law and the provisions of the Certificate of Incorporation, the Board of Directors may fix a date preceding the date fixed for the payment of any dividend or allotment of other rights as the record date for the determination of the shareholders entitled to receive payment of such dividend or allotment of such rights; and in such case only shareholders of record on the date so fixed shall be entitled to receive such payment or allotment notwithstanding any transfer of shares on the books of the Corporation after such record date. The Board of Directors may close the books of the Corporation against the transfer of shares during the whole or any part of such period.

ARTICLE VII

BOOKS AND RECORDS; FISCAL YEAR

Section 1. Books and Records. The Board of Directors of the Corporation shall cause to be kept in the office of the Corporation:

(a)a share register, giving the names and addresses of the shareholders, the number and **** classes of shares held by each, and the dates on which the certificates therefore were issued; provided that such records may be kept at the offices of the Corporation’s registrar and transfer agent;

(b) records of all proceedings of shareholders and directors;

(c)such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business; and

(d) Bylaws of the Corporation and all amendments thereto.

ARTICLE VIII

INSPECTION OF BOOKS

Section 1. Examination by Shareholders. Every shareholder of the Corporation and every holder of a voting trust certificate shall have the right to examine, in person or by agent or attorney authorized in writing to represent the shareholder, at any reasonable time or times, for any proper purpose, and at the place or places where usually kept, the share register, books of account and records of the proceedings of the shareholders and directors and to make extracts therefrom in accordance with the requirements of the New York Business Corporation Law.

ARTICLE IX

INDEMNIFICATION, CONTRACT WITH THE CORPORATION AND

LIABILITY INSURANCE

Section 1. Indemnification. Any person who at any time shall serve or shall have served as a director or officer of the Corporation, including any such director or officer who, at the request of the Corporation, shall serve or shall have served any other Corporation, association, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise as a director, trustee, officer, employee, or in any other capacity, and the heirs, executors and administrators of such person, shall be indemnified by the Corporation in accordance with and to the fullest extent permitted by New York law, including the Business Corporation Law of the State of New York, as the same exists or may hereafter be amended. This right of indemnification shall include the right of a director or officer to receive payment from the Corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately that the director or officer is not entitled to be indemnified. The foregoing rights of indemnification, reimbursement and advancement shall not be exclusive of other rights to which such person may be entitled.

Section 2. Contract with the Corporation. The provisions of this Article shall **** be deemed to be a contract between the Corporation and each director and officer of the Corporation who serves in any such capacity at any time while this Article and the relevant provisions of New York law, as the same exists or may hereafter be amended, may be in existence; and any amendment of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

Section 3. Liability Insurance. The Corporation shall have the power, to the fullest extent permitted by New York law, as the same exists or may hereafter be amended, to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him or her and incurred by him or her in such capacity or arising out of his or her status as such whether or not the Corporation would have the power to indemnify him or her **** against any such liability under the provisions of this Article.

ARTICLE X

AMENDMENTS

Section 1. Power to Amend. Subject to Section 2 of this Article, these Bylaws may be amended by **** a vote of the majority of the whole Board of Directors at any meeting.

Section 2. Shareholder Amendments. Notwithstanding the provisions of Section 1 of this Article, the shareholders may amend or repeal any Bylaw by affirmative vote of fifty percent (50%) or more of the outstanding shares of capital stock of the Corporation entitled to vote generally, cast at any annual meeting or at any special meeting of shareholders called for such purpose.

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: August 2, 2024/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: August 2, 2024/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 June 30, 2024, 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: August 2, 2024/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