RETIREMENT AND POSTRETIREMENT PLANS

12 Months Ended

Dec. 31, 2024

RETIREMENT AND POSTRETIREMENT PLANS

RETIREMENT AND POSTRETIREMENT PLANS

16. RETIREMENT AND POSTRETIREMENT PLANS

The Bank maintains two noncontributory pension plans: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees. Bank of America, N.A. (“BANA”) was the Trustee for the Employee Retirement Plan and BNB Bank Pension Plan assets as of December 31, 2024 and 2023. The assets of both plans are overseen by the Retirement Committee (“Committee”), comprised of management, who meet quarterly and set investment policy guidelines. Merrill Lynch, Pierce, Fenner & Smith, Inc. (“MLPF&S”) and Blackrock are the investment managers of the assets of both plans. The Committee meets with representatives of MLPF&S and reviews the performance of the plan assets. Pension plan assets include cash and cash equivalents, equities and fixed income securities.  

Employee Retirement Plan

The Bank sponsors the Employee Retirement Plan, a tax-qualified, noncontributory, defined-benefit retirement plan. Prior to April 1, 2000, substantially all full-time employees of at least 21 years of age were eligible for participation after one year of service. Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the Employee Retirement Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the years ended December 31, 2024 and 2023, the Bank used December 31^st as its measurement date for the Employee Retirement Plan.

The funded status of the Employee Retirement Plan was as follows:

	Year Ended December 31,
(In thousands)	2024		2023
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	18,721	$	19,021
Interest cost		847		900
Actuarial (gain) loss		(1,101)		384
Benefit payments		(1,649)		(1,584)
Projected benefit obligation at end of year		16,818		18,721
Plan assets at fair value (investments in trust funds managed by trustee)
Balance at beginning of year		21,303		22,593
Return on plan assets		(448)		294
Benefit payments		(1,649)		(1,584)
Balance at end of year		19,206		21,303
Funded status at end of year	$	2,388	$	2,582

The net periodic cost for the Employee Retirement Plan included the following components:

	Year Ended December 31,
(In thousands)	2024		2023		2022
Interest cost	$	847	$	900	$	622
Expected return on plan assets		(1,429)		(1,521)		(1,949)
Amortization of unrealized loss		854		572		261
Net periodic benefit (credit) cost	$	272	$	(49)	$	(1,066)

The change in accumulated other comprehensive loss that resulted from the Employee Retirement Plan is summarized as follows:

	Year Ended December 31,
(In thousands)	2024		2023
Balance at beginning of period	$	(6,363)	$	(5,323)
Amortization of unrealized loss		854		572
Loss recognized during the year		(776)		(1,612)
Balance at the end of the period	$	(6,285)	$	(6,363)
Period end component of accumulated other comprehensive loss, net of tax	$	4,356	$	4,343

Major assumptions utilized to determine the net periodic cost of the Employee Retirement Plan benefit obligations were as follows:

	At or for the Year Ended December 31,
	2024		2023		2022
Discount rate used for net periodic benefit cost	4.70	%	4.90	%	2.55	%
Discount rate used to determine benefit obligation at period end	5.40		4.70		4.90
Expected long-term return on plan assets used for net periodic benefit cost	7.00		7.00		7.00
Expected long-term return on plan assets used to determine benefit obligation at period end	7.00		7.00		7.00

Plan Assets

At December 31, 2024, the Employee Retirement Plan’s assets included debt securities. Debt securities include corporate bonds, government issues, mortgage-backed securities, and high yield securities.

The weighted average expected long-term rate of return is estimated based on current trends in Employee Retirement Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds

representing cumulative returns of approximately 9.0% and 5.0%, respectively. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the Employee Retirement Plan’s target allocation, the expected annual rate of return was determined to be 7.00% at both December 31, 2024 and 2023.

The Bank did not make any contributions to the Employee Retirement Plan during the year ended December 31, 2024. The Bank does not expect to make contributions to the Employee Retirement Plan during the year ending December 31, 2025.

The weighted-average allocation by asset category of the assets of the Employee Retirement Plan was summarized as follows:

	December 31,
	2024		2023
Asset category:
Debt securities	99	%	100	%
Cash equivalents	1		—
Total	100	%	100	%

The allocation percentages in the above table were consistent with future planned allocation percentages as of December 31, 2024 and 2023, respectively.

The following tables present a summary of the Employee Retirement Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 21 for a discussion of the fair value hierarchy).

	December 31, 2024
	Fair Value Measurements Using:
	Quoted
	Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
(In thousands)	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Description:
Cash and cash equivalents	$	—	$	136	$	—	$	136
Fixed income securities:
Government		19,070		—		—		19,070
Total Plan Assets	$	19,070	$	136	$	—	$	19,206

	December 31, 2023
	Fair Value Measurements Using:
	Quoted
	Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
(In thousands)	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Description:
Cash and cash equivalents	$	—	$	58	$	—	$	58
Fixed income securities:
Government		21,245		—		—		21,245
Total Plan Assets	$	21,245	$	58	$	—	$	21,303

Benefit payments for the fiscal year ending December 31^st are anticipated to be made as follows:

(In thousands)
2025	$	1,502
2026		1,462
2027		1,431
2028		1,393
2029		1,353
2030 to 2034		6,514

BNB Bank Pension Plan

During 2012, Bridge amended the BNB Bank Pension Plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered Bridge employees. Additionally, new Bridge employees hired on or after October 1, 2012 were not eligible for the BNB Bank Pension Plan. Effective December 31, 2023, the Bank froze all participant benefits under the BNB Pension Plan, the impact of which is reflected in the recorded curtailment as of December 31, 2023. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the BNB Bank Pension Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the years ended December 31, 2024 and 2023, the Bank used December 31^st as its measurement date for the BNB Pension Plan.

The funded status of the BNB Bank Pension Plan was as follows:

	Year Ended December 31,
(In thousands)	2024		2023
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	27,282	$	27,920
Service cost		—		564
Interest cost		1,265		1,263
Actuarial gain		(1,575)		(883)
Curtailment		—		(446)
Impact of settlement		(5,481)		—
Benefit payments		(1,040)		(1,136)
Projected benefit obligation at end of year		20,451		27,282
Plan assets at fair value (investments in trust funds managed by trustee)
Balance at beginning of year		38,170		38,572
Return on plan assets		(1,542)		734
Impact of settlement		(5,481)		—
Benefit payments		(1,040)		(1,136)
Balance at end of year		30,107		38,170
Funded status at end of year	$	9,656	$	10,888

The net periodic cost for the BNB Bank Pension Plan included the following components:

	Year Ended December 31,
(In thousands)	2024		2023
Service cost	$	—	$	564
Interest cost		1,265		1,263
Expected return on plan assets		(2,726)		(2,760)
Net periodic benefit credit	$	(1,461)	$	(933)
Settlement loss recognized		1,215		—
Total benefit cost	$	(246)	$	(933)

The change in accumulated other comprehensive income that resulted from the BNB Bank Pension Plan is summarized as follows:

	Year Ended December 31,
(In thousands)	2024		2023
Balance at beginning of period	$	(3,056)	$	(2,358)
Recognition of gain as a result of settlement		1,215		—
Loss recognized during the year		(2,693)		(698)
Balance at the end of the period	$	(4,534)	$	(3,056)
Period end component of accumulated other comprehensive income, net of tax	$	3,143	$	2,087

Major assumptions utilized to determine the net periodic cost of the BNB Bank Pension Plan benefit obligations were as follows:

	At or for the Year Ended December 31,
	2024		2023
Discount rate used for net periodic benefit cost	4.79	%	4.98	%
Discount rate used to determine benefit obligation at period end	5.47		4.79
Expected long-term return on plan assets used for net periodic benefit cost	7.25		7.25
Expected long-term return on plan assets used to determine benefit obligation at period end	7.25		7.25

Plan Assets

At December 31, 2024, the BNB Bank Pension Plan’s assets included cash equivalents and debt securities.

The weighted average expected long-term rate of return is estimated based on current trends in BNB Bank Pension Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds representing cumulative returns of approximately 9.0% and 5.0%, respectively. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the BNB Bank Pension Plan’s target allocation, the expected annual rate of return was determined to be 7.25% at December 31, 2024 and 2023.

The Bank did not make any contributions to the BNB Bank Pension Plan during the year ended December 31, 2024. The Bank does not expect to make contributions to the BNB Bank Pension Plan during the year ending December 31, 2025.

The weighted-average allocation by asset category of the assets of the BNB Bank Pension Plan was summarized as follows:

	December 31,
	2024		2023
Asset category:
Debt securities	96	%	99	%
Cash equivalents	4		1
Total	100	%	100	%

The following tables present a summary of the BNB Bank Pension Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 21 for a discussion of the fair value hierarchy).

	Fair Value Measurements
	at December 31, 2024
	Quoted
	Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
(In thousands)	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Description:
Cash and cash equivalents	$	—	$	1,062	$	—	$	1,062
Fixed income securities:
Government		29,045		—		—		29,045
Total Plan Assets	$	29,045	$	1,062	$	—	$	30,107

	Fair Value Measurements
	at December 31, 2023
	Quoted
	Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
(In thousands)	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Description:
Cash and cash equivalents	$	—	$	317	$	—	$	317
Fixed income securities:
Government		37,853		—		—		37,853
Total Plan Assets	$	37,853	$	317	$	—	$	38,170

Benefit payments for the fiscal year ending December 31^st are anticipated to be made as follows:

(In thousands)
2025	$	1,128
2026		1,302
2027		1,207
2028		1,294
2029		1,300
2030 to 2034		7,689

401(k) Plan

The Company maintains a 401(k) Plan (the “401(k) Plan”) that existed before the Merger. The 401(k) Plan covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the first day of the month following the 60^th day of employment, unless they elect not to participate. Participants may contribute a portion of their pre-tax base salary, generally not to exceed $23,000 for the calendar year ended December 31, 2024. Under the provisions of the 401(k) plan, employee contributions are partially matched by the Bank as follows: 100% of each employee’s contributions up to 1% of each employee’s compensation plus 50% of each employee’s contributions over 1% but not in excess of 6% of each employee’s compensation for a maximum contribution of 3.5% of a participating employee’s compensation. Participants can invest their account balances into several investment alternatives. The 401(k) plan does not allow for investment in the Company’s common stock. Legacy Dime employees were allowed to rollover Company common stock shares in-kind held in the former Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and hold in the 401(k) Plan. The 401(k) held Company common stock within the accounts of participants totaling $6.6 million and $6.3 million at December 31, 2024 and 2023, respectively. Total expense recognized as a component of salaries and employee benefits expense for the 401(k) Plan was $3.0 million during the year ended December 31, 2024 and $2.5 million during the year December 31, 2023, and $2.3 million during the year ended December 31, 2022.