Earnings jump as ConnectOne (NASDAQ: CNOB) digests FLIC deal
Rhea-AI Filing Summary
ConnectOne Bancorp, Inc. reports strong Q1 2026 results, with net income of $37.8 million and net income available to common stockholders of $36.3 million, up from $18.7 million a year earlier. Basic and diluted EPS were $0.72, compared with $0.49 in Q1 2025.
Total assets reached $14.21 billion, driven by net loans of $11.58 billion and available-for-sale securities of $1.20 billion. Deposits totaled $11.51 billion and borrowings $827.5 million. The allowance for credit losses on loans stood at $153.1 million, while nonaccrual loans were $41.6 million.
The company continues integrating its June 2025 acquisition of The First of Long Island Corporation, a stock deal valued at about $270.8 million that added 36 Long Island and New York City branches and generated total goodwill of $11.9 million.
Positive
- Net income and EPS materially higher year-over-year, with Q1 2026 net income of $37.8 million and EPS of $0.72 versus $0.49 a year earlier, reflecting stronger earnings power on a larger post-merger balance sheet.
Negative
- None.
Insights
Quarter shows materially higher earnings and active balance-sheet management.
ConnectOne Bancorp delivered Q1 2026 net income of $37.8 million, versus $20.2 million a year earlier, with EPS at $0.72. Higher net interest income of $108.8 million and a larger loan book of $11.74 billion underpinned the improvement.
The balance sheet reflects post-merger scale: total assets are $14.21 billion, deposits $11.51 billion, and borrowings $827.5 million. The allowance for credit losses on loans is $153.1 million against nonaccrual loans of $41.6 million, indicating meaningful reserve coverage while accommodating growth and acquired purchased credit deteriorated loans.
The FLIC acquisition closed on June 1, 2025 with consideration of about $270.8 million and goodwill of $11.9 million. Pro forma Q1 2025 net income available to common stockholders of $27.9 million suggests scale benefits are flowing through; subsequent filings will show how credit quality and cost synergies evolve as integration matures.
Key Figures
Key Terms
Purchased credit deteriorated (PCD) loans financial
Allowance for credit losses (ACL) financial
Cash flow hedges financial
Accumulated other comprehensive income (loss) financial
Section 382 valuation allowances financial
Rent-regulated financial
Table of Contents
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
CONNECTONE BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | |
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
| | | |
| | | |
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 filing requirements for the past 90 days.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definition of “large accelerated filer”, “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
| | 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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Common Stock, no par value: | |
| (Title of Class) | (Outstanding as of May 5, 2026) |
Table of Contents
| Page |
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| PART I – FINANCIAL INFORMATION |
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| Item 1. |
Financial Statements |
3 |
| Consolidated Statements of Condition as of March 31, 2026 (unaudited) and December 31, 2025 |
3 |
|
| Consolidated Statements of Income for the three months ended March 31, 2026 and 2025 (unaudited) |
4 |
|
| Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025 (unaudited) |
5 |
|
| Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited) |
6 |
|
| Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited) |
7 |
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| Notes to Consolidated Financial Statements (unaudited) |
9 |
|
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
52 |
| Item 3. |
Qualitative and Quantitative Disclosures about Market Risks |
71 |
| Item 4. |
Controls and Procedures |
71 |
| PART II – OTHER INFORMATION |
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| Item 1. |
Legal Proceedings |
72 |
| Item 1a. |
Risk Factors |
72 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
72 |
| Item 3. |
Defaults Upon Senior Securities |
72 |
| Item 4. |
Mine Safety Disclosures |
72 |
| Item 5. |
Other Information |
72 |
| Item 6. |
Exhibits |
73 |
| SIGNATURES |
74 |
|
Item 1. Financial Statements
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
| (in thousands, except for share data) | March 31, | December 31, | ||||||
| 2026 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing deposits with banks | ||||||||
| Cash and cash equivalents | ||||||||
| Investment securities | ||||||||
| Equity securities | ||||||||
| Loans held-for-sale | ||||||||
| Loans receivable | ||||||||
| Less: Allowance for credit losses - loans | ||||||||
| Net loans receivable | ||||||||
| Investment in restricted stock, at cost | ||||||||
| Bank premises and equipment, net | ||||||||
| Accrued interest receivable | ||||||||
| Bank owned life insurance | ||||||||
| Right of use operating lease assets | ||||||||
| Goodwill | ||||||||
| Core deposit intangibles | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Deposits: | ||||||||
| Noninterest-bearing | $ | $ | ||||||
| Interest-bearing | ||||||||
| Total deposits | ||||||||
| Borrowings | ||||||||
| Subordinated debentures, net | ||||||||
| Operating lease liabilities | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred Stock, par value: per share liquidation preference; Authorized shares; issued shares as of March 31, 2026 and as of December 31, 2025; outstanding shares as of March 31, 2026 and as of December 31, 2025 | ||||||||
| Common stock, par value: Authorized shares; issued shares as of March 31, 2026 and shares as of December 31, 2025; outstanding shares as of March 31, 2026 and as of December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Treasury stock, at cost: shares as of March 31, 2026 and shares as of December 31, 2025 | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
| Three Months Ended |
||||||||
| March 31, |
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| 2026 |
2025 |
|||||||
| (dollars in thousands, except for per share data) |
||||||||
| Interest income |
||||||||
| Interest and fees on loans |
$ | $ | ||||||
| Interest and dividends on investment securities: |
||||||||
| Taxable |
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| Tax-exempt |
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| Dividends |
||||||||
| Interest on federal funds sold and other short-term investments |
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| Total interest income |
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| Interest expense |
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| Deposits |
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| Borrowings |
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| Total interest expense |
||||||||
| Net interest income |
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| Provision for credit losses |
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| Net interest income after provision for credit losses |
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| Noninterest income |
||||||||
| Deposit, loan and other income |
||||||||
| Income on bank owned life insurance |
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| Net gains on sale of loans held-for-sale |
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| Net gains on equity securities |
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| Total noninterest income |
||||||||
| Noninterest expenses |
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| Salaries and employee benefits |
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| Occupancy and equipment |
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| FDIC insurance |
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| Professional and consulting |
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| Marketing and advertising |
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| Information technology and communications |
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| Merger expenses and restructuring charges |
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| Bank owned life insurance restructuring charge |
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| Amortization of core deposit intangibles |
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| Other expenses |
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| Total noninterest expenses |
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| Income before income tax expense |
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| Income tax expense |
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| Net income |
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| Preferred dividends |
||||||||
| Net income available to common stockholders |
$ | $ | ||||||
| Earnings per common share |
||||||||
| Basic |
$ | $ | ||||||
| Diluted |
||||||||
See accompanying notes to unaudited consolidated financial statements.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| (dollars in thousands) |
2026 |
2025 |
||||||
| Net income |
$ | $ | ||||||
| Other comprehensive (loss) income, net of tax: |
||||||||
| Net unrealized holding (losses) gains on available-for-sale securities arising during the period |
( |
) | ||||||
| Net unrealized gains (losses) on cash flow hedges |
( |
) | ||||||
| Total other comprehensive (loss) income, net of tax |
( |
) | ( |
) | ||||
| Total comprehensive income |
$ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited)
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||||||
| Preferred | Common | Paid-In | Retained | Treasury | Comprehensive | Stockholders’ | ||||||||||||||||||||||
| (in thousands, except share data) | Stock | Stock | Capital | Earnings | Stock | Loss | Equity | |||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ) | ( | ) | ||||||||||||||||||||||||
| Cash dividends paid on preferred stock ($ per depositary share) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Cash dividends paid on common stock ($ per share) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net forfeitures of restricted stock grants ( shares) | ||||||||||||||||||||||||||||
| Stock grants ( shares) | ||||||||||||||||||||||||||||
| Net shares issued in satisfaction of deferred stock units earned ( shares) | ||||||||||||||||||||||||||||
| Net shares issued in satisfaction of performance units earned ( shares) | ||||||||||||||||||||||||||||
| Share redemption for tax withholdings on performance units and deferred stock units earned | ( | ) | ( | ) | ||||||||||||||||||||||||
| Repurchase of stock ( shares) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||||||
| Preferred | Common | Paid-In | Retained | Treasury | Comprehensive | Stockholders’ | ||||||||||||||||||||||
| (in thousands, except share data) | Stock | Stock | Capital | Earnings | Stock | Loss | Equity | |||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ) | ( | ) | ||||||||||||||||||||||||
| Cash dividends declared on preferred stock ($ per depositary share) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Cash dividends declared on common stock ($ per share) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Restricted stock grants, net of forfeitures ( shares) | ||||||||||||||||||||||||||||
| Stock grants ( shares) | ||||||||||||||||||||||||||||
| Net shares issued in satisfaction of deferred stock units earned ( shares) | ||||||||||||||||||||||||||||
| Net shares issued in satisfaction of performance units earned ( shares) | ||||||||||||||||||||||||||||
| Share redemption for tax withholdings on performance units and deferred stock units earned | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| (dollars in thousands) |
2026 |
2025 |
||||||
| Cash flows from operating activities |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization of premises and equipment |
||||||||
| Provision for credit losses |
||||||||
| Amortization of intangibles |
||||||||
| Net accretion of loans |
( |
) | ( |
) | ||||
| Accretion on bank premises |
( |
) | ||||||
| Amortization on deposits |
||||||||
| Amortization on borrowings, net |
||||||||
| Loss on bank owned life insurance policy exchange |
||||||||
| Stock-based compensation expense |
||||||||
| Gains on equity securities, net |
( |
) | ( |
) | ||||
| Gains on sale of loans held-for-sale, net |
( |
) | ( |
) | ||||
| Loans originated for resale |
( |
) | ( |
) | ||||
| Proceeds from sale of loans held-for-sale |
||||||||
| Increase in cash surrender value of bank owned life insurance |
( |
) | ( |
) | ||||
| Accretion of discounts and amortization of premium on available-for-sale securities |
( |
) | ||||||
| Amortization of subordinated debentures issuance costs |
||||||||
| Increase in accrued interest receivable |
( |
) | ( |
) | ||||
| Net change in operating leases |
( |
) | ( |
) | ||||
| Increase in other assets |
( |
) | ( |
) | ||||
| Decrease in other liabilities |
( |
) | ( |
) | ||||
| Net cash provided by operating activities |
||||||||
| Cash flows from investing activities |
||||||||
| Available-for-sale securities |
||||||||
| Purchases |
( |
) | ( |
) | ||||
| Maturities, calls and principal repayments |
||||||||
| Purchase of equity securities |
( |
) | ||||||
| Proceeds from equity securities sold |
||||||||
| Net redemptions of restricted investment in bank stocks |
||||||||
| Net (increase) decrease in loans |
( |
) | ||||||
| Proceeds from bank owned life insurance |
||||||||
| Purchases of premises and equipment |
( |
) | ( |
) | ||||
| Net cash (used in) provided by investing activities |
( |
) | ||||||
| Cash flows from financing activities |
||||||||
| Net increase (decrease) in deposits |
( |
) | ||||||
| Proceeds from FHLB borrowings |
||||||||
| Repayment of FHLB borrowings |
( |
) | ( |
) | ||||
| Cash dividends on preferred stock |
( |
) | ( |
) | ||||
| Cash dividends paid on common stock |
( |
) | ( |
) | ||||
| Repurchase of treasury stock |
( |
) | ||||||
| Share redemption for tax withholdings on performance units, deferred stock units earned and restricted stock units |
( |
) | ( |
) | ||||
| Net cash provided by (used in) financing activities |
( |
) | ||||||
| Net change in cash and cash equivalents |
( |
) | ( |
) | ||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
(continued)
| Supplemental disclosures of cash flow information |
||||||||
| Cash payments for: |
||||||||
| Interest paid on deposits and borrowings |
$ | $ | ||||||
| Income taxes |
See accompanying notes to unaudited consolidated financial statements.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1a. Nature of Operations, Principles of Consolidation and Risk and Uncertainties
Nature of Operations
ConnectOne Bancorp, Inc. (the “Parent Corporation”) is incorporated under the laws of the State of New Jersey and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”). The Parent Corporation’s business currently consists of the operation of its wholly-owned subsidiary, ConnectOne Bank (the “Bank” and, collectively with the Parent Corporation and the Parent Corporation’s subsidiaries, the “Company”) and making certain limited investments. The Bank’s direct and indirect subsidiaries include Union Investment Co. (a New Jersey investment company), Twin Bridge Investment Co. (a Delaware investment company), ConnectOne Preferred Funding Corp. (a New Jersey real estate investment trust), Center Financial Group, LLC (a New Jersey financial services company), Center Advertising, Inc. (a New Jersey advertising company), Morris Property Company, LLC, (a New Jersey limited liability company), Volosin Holdings, LLC, (a New Jersey limited liability company), NJCB Spec-1, LLC (a New Jersey limited liability company), Port Jervis Holdings, LLC (a New Jersey limited liability company), BONJ Special Properties, LLC (a New Jersey limited liability company), The First of Long Island REIT (a New York real estate investment trust), FNY Service Corp (a New York investment company) and BoeFly, Inc. (a New Jersey financial technology company).
The Bank is a community-based, full-service New Jersey-chartered commercial bank that was founded in 2005. The Bank operates from its headquarters located at 301 Sylvan Avenue in the Borough of Englewood Cliffs, Bergen County, New Jersey and through its 55 other banking offices located in New Jersey, New York and Florida. On June 1, 2025, the Company completed its acquisition of The First of Long Island Corporation (“FLIC”), and The First National Bank of Long Island ("FNBLI"), FLIC’s wholly owned subsidiary depository institution, was merged into the Bank. See Note 2.
Substantially all loans are secured with various types of collateral, including business assets, consumer assets and commercial/residential real estate. Each borrower’s ability to repay their loans is dependent on the conversion of assets, cash flows generated from the borrowers’ business, real estate rental and consumer wages.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements of the Parent Corporation are prepared on an accrual basis and include the accounts of the Parent Corporation and the Bank. All significant intercompany accounts and transactions have been eliminated from the accompanying consolidated financial statements.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1a. Nature of Operations, Principles of Consolidation and Risk and Uncertainties - (continued)
Segment Reporting
The Company’s operations are solely in the financial services industry, providing a range of regional community banking services to commercial and retail clients.
The Company's reportable segment is determined by the Chief Executive Officer, who is designated the Chief Operating Decision Maker ("CODM"), based upon information about the Company's products and services offered, primarily its banking operations. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business (such as branches and the subsidiary bank), which are then aggregated if operating performance, products/services, and customers are similar. The CODM will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment of performance and in establishing compensation. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provision for credit losses, and payroll provide the significant expenses in the banking operation. All operations are domestic. See Note 14 for disclosures related to the reportable segment.
Employee Benefit Plans
The Company has a noncontributory pension plan that covered all eligible employees up until September 30, 2007, at which time the Company froze its defined benefit pension plan. As such, all future benefit accruals in this pension plan were discontinued and all retirement benefits that employees would have earned as of September 30, 2007 were preserved.
In the FLIC merger, the Company acquired a defined benefit pension plan that covered all former eligible FLIC employees. Prior to the freezing of the Plan the Bank made contributions to the plan, which together with participant contributions equal to
The Company’s policy is to fund at least the minimum contribution required by the Employee Retirement Income Security Act of 1974. Pension expense is the sum of service cost, interest cost, amortization of actuarial gains and losses and plan expenses, net of the expected return on plan assets and participant contributions. The costs associated with the plans are accrued based on actuarial assumptions and included in deposit, loan and other income.
The Company accounts for its defined benefit pension plans in accordance with Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") 715-30. This standard requires that the funded status of defined benefit postretirement plans be recognized on the Company’s statement of financial condition and changes in the funded status be reflected in other comprehensive income ("OCI"). This standard also requires companies to measure the funded status of the plans as of the date of the company's fiscal year-end.
Use of Estimates
In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of condition and that affect the results of operations for the periods presented. Actual results could differ significantly from those estimates.
Reclassifications
Certain reclassifications have been made to amounts reported in prior periods to conform to the current period presentation. The reclassifications had no material effect on net income or total stockholders' equity.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1b. Authoritative Accounting Guidance
Newly Issued, But Not Yet Effective Accounting Standards
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). ASU 2024-03 requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. ASU 2024-03 is effective for the Company on January 1, 2027. The Company is currently not expecting the ASU to have a material effect on the consolidated financial statements and footnotes.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2. Business Combination
On June 1, 2025 (the “Acquisition Date”), the Company completed the acquisition of FLIC, the parent company for the FNBLI, in accordance with the definitive Agreement and Plan of Merger dated as of September 4, 2024 (the “Merger Agreement”). Pursuant to the Merger Agreement, on the Acquisition Date, FLIC merged with and into the Company, with the Company continuing as the surviving corporation, and FNBLI merged with and into the Bank, with the Bank as the surviving bank (collectively, the “merger”). As part of this merger, the Company acquired 36 branch offices located in Nassau and Suffolk Counties of Long Island, and the boroughs of New York City.
In connection with the completion of the merger, former FLIC shareholders received
The acquisition of FLIC was accounted for as a business combination using the acquisition method of accounting. Accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair values on the Acquisition Date. During the measurement period, the Company updated its assessment of the fair value of net assets acquired, resulting in a net increase of $
There have been no adjustments to the preliminary purchase price allocation during the three months ended March 31, 2026. While the measurement period remains open until June 1, 2026, the Company’s valuation and assessment are substantially complete. The Company does not anticipate any further material adjustments to the preliminary valuations before the expiration of the measurement period.
In connection with the acquisition, the consideration paid, and the fair value of identifiable assets acquired and liabilities assumed as of the Acquisition Date are summarized in the following tables:
| As of | ||||
| June 1, 2025 | ||||
| (dollars in thousands, except for per share data) | ||||
| Purchase Price Consideration | ||||
| FLIC common shares settled for stock | ||||
| Exchange Ratio | ||||
| ConnectOne shares entitlement | ||||
| Fractional shares subject to cash in lieu | ( | ) | ||
| ConnectOne whole shares issued | ||||
| Price per share of ConnectOne common stock on June 1, 2025 | $ | |||
| Total fair value of stock consideration issued | $ | |||
| Cash consideration paid | ||||
| Total purchase price consideration | $ | |||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2. Business Combination – (continued)
| As of | Measurement | As of | ||||||||||
| June 1, 2025 | Period Adjustments | June 1, 2025 | ||||||||||
| (dollars in thousands) | ||||||||||||
| Total purchase price consideration | $ | $ | ||||||||||
| Fair Value of Assets Acquired: | ||||||||||||
| Cash and cash equivalents | - | |||||||||||
| Available-for-sale Securities | - | |||||||||||
| Loans receivables, net | - | |||||||||||
| Restricted stock, at cost | - | |||||||||||
| Premises and equipment, net | - | |||||||||||
| Bank-owned life insurance | - | |||||||||||
| Pension plan assets | - | |||||||||||
| Core deposit intangible | - | |||||||||||
| Other assets | ( | ) | ||||||||||
| Total assets acquired | $ | $ | ( | ) | $ | |||||||
| Fair Value of Liabilities Assumed: | ||||||||||||
| Deposits | - | |||||||||||
| Borrowings | - | |||||||||||
| Other liabilities | - | |||||||||||
| Total liabilities assumed | $ | $ | - | $ | ||||||||
| Net assets acquired | $ | $ | ( | ) | $ | |||||||
| Goodwill recorded in acquisition | $ | $ | $ | |||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2. Business Combination – (continued)
The following is a description of the valuation methodologies used to estimate the fair values of significant assets and liabilities presented above.
Cash and cash equivalents – The carrying amount of these items is a reasonable estimate of their fair value based on the short-term nature of these assets.
Investment securities – Fair values for available-for-sale securities were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates are based on observable inputs, including quoted market prices for similar instruments. Fair value estimates also reflect an adjustment related to certain securities that were sold shortly after closing and were determined by the current market price. Additional information is included in Note 4 - Investments.
Loans – The fair value of the loan portfolio was calculated on a pooled loan basis using discounted cash flow analysis for accruing loans and on an individual basis for nonaccrual loans. This analysis took into consideration the contractual terms of the loans and assumptions related to the credit risk, expected lifetime losses, qualitative factors, collateral values, discount rates, and other liquidity considerations to estimate projected cash flows. The assumptions used in determining the fair value of the loan portfolio were considered reasonable from a market-participant viewpoint.
Acquired loans are classified into two categories: purchased credit deteriorated (“PCD”) and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more-than-insignificant credit deterioration since origination. The Company considers various factors in connection with the identification of more-than-insignificant deterioration in credit, including but not limited to nonperforming status, delinquency, risk ratings, and other qualitative factors that indicate deterioration in credit quality since origination. Non-PCD loans will have an allowance established subsequent to the Acquisition Date, which is recognized as an expense through the provision for credit losses. For PCD loans, the loans were recorded at their amortized cost, less an allowance for credit losses ("ACL") of $
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2. Business Combination – (continued)
The following table provides details related to the fair value of PCD loans that were acquired on June 1, 2025.
| Gross-up for PCD | ||||||||||||||||
| Unpaid Principal | Total Discount at | Allowance for Credit | Fair Value of PCD | |||||||||||||
| (dollars in thousands) | Balance | Acquisition | Losses at Acquisition | Loans at Acquisition | ||||||||||||
| PCD Loans | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Non-PCD Loans | ( | ) | ||||||||||||||
| Total PCD Loans | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
Premises and equipment – The estimated fair value of premises was measured based upon appraisals from independent third parties. The estimated fair value of equipment was determined to approximate the carrying amount of these assets.
Deferred Tax Benefit – The Company recorded a net deferred income tax benefit of $
No changes were made to these estimates during the three months ended March 31, 2026. While the measurement period remains open until June 1, 2026, the Company’s assessment of the combined statutory tax rates and the differences between the book and tax bases of acquired assets and assumed liabilities is substantially complete. Although these amounts remain preliminary until the expiration of the measurement period, the Company believes the current values reflect the final fair value of these attributes in all material respects and does not anticipate further adjustments.
Deposits – The fair values used for the demand and savings deposits equal the amount payable on demand at the Acquisition Date. The fair value of time deposits is estimated by discounting the estimated future cash flows using current rates offered for deposits with similar remaining maturities.
Borrowings – The fair value of Federal Home Loan Bank ("FHLB") advances were estimated by discounting the estimated future cash flows using rates currently available to the Company for debt with similar remaining maturities.
Costs related to the acquisition and subsequent integration totaled $
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2. Business Combination – (continued)
The following table presents unaudited supplemental pro forma information as if the merger had occurred on January 1, 2025. The unaudited pro forma information includes adjustments for (i) accreting and amortizing the discounts and premiums associated with the estimated fair value adjustments to acquired loans, investment securities, deposits, and borrowings, (ii) the amortization of recognized intangible assets arising from the merger, (iii) depreciation expense on premises and equipment, and (iv) the related estimated income tax effects. Material non-recurring adjustments directly attributable to the merger, including the "Day 1" provision for credit losses and direct merger-related expenses, have been excluded from the 2025 pro forma results. The pro forma amounts below do not reflect the Company's expectations as of the date of the pro forma information of further operating cost savings and other business synergies expected to be achieved, including revenue growth as a result of the merger. As a result, actual amounts differed from the unaudited pro forma information presented.
| Three Months Ended | ||||
| (dollars in thousands) | March 31, 2025 | |||
| Net interest income | $ | |||
| Noninterest income | ||||
| Net income | ||||
| Net income available to common stockholders | ||||
| Basic EPS | $ | |||
| Diluted EPS | $ | |||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 3. Earnings per Common Share
The Company calculates earnings per share (“EPS”) in accordance with FASB ASC 260-10-45. The restricted stock awards granted by the Company contain non-forfeitable rights to dividends and are therefore considered participating securities. Under the two-class method, basic EPS is calculated by excluding dividends paid to participating securities and any undistributed earnings attributable to those securities.
Earnings per common share have been computed based on the following:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| (dollars in thousands, except for per share data) | 2026 | 2025 | ||||||
| Net income available to common stockholders | $ | $ | ||||||
| Earnings allocated to participating securities | ( | ) | ( | ) | ||||
| Income attributable to common stock | $ | $ | ||||||
| Weighted average common shares outstanding, including participating securities | ||||||||
| Weighted average participating securities | ( | ) | ( | ) | ||||
| Weighted average common shares outstanding | ||||||||
| Incremental shares from assumed conversions of options, performance units and restricted shares | ||||||||
| Weighted average common and equivalent shares outstanding | ||||||||
| Earnings per common share: | ||||||||
| Basic | $ | $ | ||||||
| Diluted | ||||||||
There were
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4. Investment Securities
All of the Company’s investment securities were classified as available-for-sale as of March 31, 2026 and December 31, 2025. Available-for-sale securities are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income within stockholders’ equity. Fair value is determined using quoted market prices or, in instances of limited market activity, based on various assumptions. See Note 7 of the Notes to Consolidated Financial Statements for further discussion regarding the valuation of the Company’s investment securities.
The following tables present the amortized cost and estimated fair value of the Company’s portfolio of available-for-sale securities as of the dates indicated.
| Allowance | ||||||||||||||||||||
| for | ||||||||||||||||||||
| Gross | Gross | Investment | ||||||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | Credit | ||||||||||||||||
| Cost | Gains | Losses | Value | Losses | ||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||
| Federal agency obligations | $ | $ | $ | ( | ) | $ | $ | |||||||||||||
| Residential mortgage pass-through securities | ( | ) | ||||||||||||||||||
| Commercial mortgage pass-through securities | ( | ) | ||||||||||||||||||
| Obligations of U.S. states and political subdivisions | ( | ) | ||||||||||||||||||
| Corporate bonds and notes | ( | ) | ||||||||||||||||||
| Asset-backed securities | ( | ) | ||||||||||||||||||
| Other securities | ||||||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | ( | ) | $ | $ | |||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||
| Federal agency obligations | $ | $ | $ | ( | ) | $ | $ | |||||||||||||
| Residential mortgage pass-through securities | ( | ) | ||||||||||||||||||
| Commercial mortgage pass-through securities | ( | ) | ||||||||||||||||||
| Obligations of U.S. states and political subdivisions | ( | ) | ||||||||||||||||||
| Corporate bonds and notes | ( | ) | ||||||||||||||||||
| Asset-backed securities | ( | ) | ||||||||||||||||||
| Other securities | ||||||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | ( | ) | $ | $ | |||||||||||||
The Company did have any securities classified as held-to-maturity at March 31, 2026 and December 31, 2025.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4. Investment Securities – (continued)
Investment securities with a carrying value of approximately $
The following table presents the amortized cost and fair value of available-for-sale securities by contractual maturity as of March 31, 2026. Actual maturities can be expected to differ from contractual maturities due to prepayment or early call options of the issuer. Securities not due at a single maturity date, such as mortgage-backed securities, are shown separately.
| March 31, 2026 | ||||||||
| Amortized | Fair | |||||||
| Cost | Value | |||||||
| (dollars in thousands) | ||||||||
| Available-for-sale securities | ||||||||
| Due in one year or less | $ | $ | ||||||
| Due after one year through five years | ||||||||
| Due after five years through ten years | ||||||||
| Due after ten years | ||||||||
| Residential mortgage pass-through securities | ||||||||
| Commercial mortgage pass-through securities | ||||||||
| Other securities | ||||||||
| Total available-for-sale securities | $ | $ | ||||||
There were no realized gains or losses on available-for-sale securities during the three months ended March 31, 2026 and March 31, 2025.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4. Investment Securities – (continued)
The following tables set forth securities with unrealized losses at the dates indicated presented by the length of time the securities have been in a continuous unrealized loss position.
| March 31, 2026 | ||||||||||||||||||||||||
| Total | Less than 12 Months | 12 Months or Longer | ||||||||||||||||||||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
| Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||||||
| Federal agency obligations | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Residential mortgage pass-through securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Commercial mortgage pass-through securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Obligations of U.S. states and political subdivisions | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Corporate bonds and notes | ( | ) | ( | ) | ||||||||||||||||||||
| Asset-backed securities | ( | ) | ( | ) | ||||||||||||||||||||
| Total available-for-sale securities | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Total | Less than 12 Months | 12 Months or Longer | ||||||||||||||||||||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
| Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||||||
| Federal agency obligations | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Residential mortgage pass-through securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Commercial mortgage pass-through securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Obligations of U.S. states and political subdivisions | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Corporate bonds and notes | ( | ) | ( | ) | ||||||||||||||||||||
| Asset-backed securities | ( | ) | ( | ) | ||||||||||||||||||||
| Total available-for-sale securities | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
The Company has elected to exclude accrued interest from the amortized cost of its available-for-sale securities. Accrued interest receivable for available-for-sale securities totaled $
There were no sales of available-for-sale securities during the three months ended March 31, 2026 and 2025.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4. Investment Securities – (continued)
The Company evaluates securities in an unrealized loss position for impairment related to credit losses on at least a quarterly basis. Securities in unrealized loss positions are first assessed as to whether we intend to sell, or if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If one of the criteria is met, the security’s amortized cost basis is written down to fair value through current earnings. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value resulted from credit losses or other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an ACL is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Unrealized losses on asset backed securities and state and municipal securities have not been recognized into income because the issuers are of high credit quality and we do not intend to sell and it is likely that we will not be required to sell the securities prior to their anticipated recovery. The decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the securities. Any impairment that has not been recorded through an ACL is recognized in OCI, net of applicable taxes. The Company has recognized an ACL for available-for-sale securities as of March 31, 2026 and December 31, 2025.
Federal agency obligations, residential and commercial mortgage-backed pass-through securities are issued by U.S. Government agencies and U.S. Government sponsored enterprises. Although a government guarantee exists on these investments, these entities are not legally backed by the full faith and credit of the federal government, and the current support they receive is subject to a cap as part of the agreement entered into in 2008. Nonetheless, at this time we do not foresee any set of circumstances in which the government would not fund its commitments on these investments as the issuers are an integral part of the U.S. housing market in providing liquidity and stability. Therefore, we concluded that a zero-allowance approach for these investment securities is appropriate.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 5. Derivatives
As part of our overall asset liability management strategy, the Company utilizes interest rate swaps to help manage its interest rate risk position. The notional amount of an interest rate swap does not represent amounts exchanged by the parties. The exchange of cash flow is determined by reference to the notional amount and the other terms of the interest rate swap agreements. Derivative instruments are recognized on the balance sheet at their fair value. The Company’s cash flow hedges are reported on a gross basis as they are not subject to master netting arrangements. Conversely, interest rate caps are reported on a net basis in the balance sheet, as these instruments are subject to enforceable master netting agreements that allow for the offsetting of assets and liabilities with the same counterparty.
Derivatives Designated as Hedges
Subsequent changes in fair value for a hedging instrument that has been designated and qualifies as part of a hedging relationship are accounted for in the following manner:
1) Cash flow hedges: changes in fair value are recognized as a component in OCI
2) Fair value hedges: changes in fair value are recognized concurrently in earnings
As long as a hedging instrument is designated and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, 100% of the periodic changes in fair value of the hedging instrument are accounted for as outlined above. This is the case whether or not economic mismatches exist in the hedging relationship. As a result, there is no periodic measurement or recognition of ineffectiveness. Rather, the full impact of hedge gains and losses is recognized in the period in which the hedged transactions impact earnings. The change in fair value of the hedging instrument that is included in the assessment of hedge effectiveness is presented in the same income statement line item that is used to present the earnings effect of the hedged item. As of March 31, 2026, the Bank was not utilizing fair value hedges.
Cash Flow Hedges
The Company has entered into
The Company previously entered into forward starting interest rate cap spread transactions, one with a total notional amount of $
Interest income recorded on these swap and interest rate cap transactions totaled approximately $
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 5. Derivatives – (continued)
The following table presents the gross gains (losses) recorded in OCI and the Consolidated Statements of Income relating to the cash flow hedge derivative instruments for the periods indicated:
| Three Months Ended March 31, 2026 | ||||||||||||
| Amount of gain (loss) recognized in OCI (Effective Portion) | Amount of (gain) loss reclassified from OCI to interest expense | Amount of gain recognized in other Noninterest income (Ineffective Portion) | ||||||||||
| (dollars in thousands) | ||||||||||||
| Interest rate contracts | $ | $ | ( | ) | $ | |||||||
| Three Months Ended March 31, 2025 | ||||||||||||
| Amount of gain (loss) recognized in OCI (Effective Portion) | Amount of (gain) loss reclassified from OCI to interest expense | Amount of gain recognized in other Noninterest income (Ineffective Portion) | ||||||||||
| (dollars in thousands) | ||||||||||||
| Interest rate contracts | $ | ( | ) | $ | ( | ) | $ | |||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 5. Derivatives - (continued)
The following table reflects the cash flow hedges included in the consolidated statements of condition as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||||||||||
| Notional Amount | Fair Value | Notional Amount | Fair Value | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Interest rate contracts | $ | $ | $ | $ | ||||||||||||
Derivatives Not Designated as Hedges
As part of the merger with FLIC, the Bank acquired interest rate swap agreements (each, a “back-to-back swap”) that are not designated as hedging instruments. A back-to-back swap allows a borrower to effectively convert a variable rate loan to a fixed rate. The Bank originates a variable rate loan with a borrower and simultaneously enters into offsetting back-to-back swaps with the borrower and an unaffiliated dealer counterparty to minimize interest rate risk. In connection with each swap transaction, the Bank agrees to pay interest to the borrower on a notional amount at a variable interest rate and receives interest from the borrower on a similar notional amount at a fixed interest rate. Concurrently, the Bank agrees to pay the dealer counterparty the same fixed interest rate on the same notional amount and receives the same variable interest rate on the same notional amount. Because the Bank acts as an intermediary for its borrower, changes in the fair value of the underlying derivative contracts offset each other and do not impact the Bank’s results of operations.
The following table reflects the back-to-back swaps that are not designated as hedging instruments as of March 31, 2026:
| March 31, 2026 | ||||||||||||||||
| Notional | Fair Value | Fair Value | ||||||||||||||
| (dollars in thousands) | Positions | Amount | Asset | Liabilities | ||||||||||||
| Derivatives not designated as hedging instruments included in other assets / other liabilities: | ||||||||||||||||
| Interest rate swaps with borrowers | $ | $ | $ | |||||||||||||
| Interest rate swaps with offsetting counterparties | ||||||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses
Loans Receivable – The following table sets forth the composition of the Company’s loan portfolio segments, including net deferred loan fees, as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| (dollars in thousands) | ||||||||
| Commercial | $ | $ | ||||||
| Commercial real estate | ||||||||
| Commercial construction | ||||||||
| Residential real estate | ||||||||
| Consumer | ||||||||
| Gross loans | ||||||||
| Net deferred loan fees | ( | ) | ( | ) | ||||
| Total loans receivable | $ | $ | ||||||
As of March 31, 2026 and December 31, 2025, loans totaling approximately $
Loans held-for-sale – The following table sets forth the composition of the Company's loans held-for-sale portfolio as of March 31, 2026 and December 31, 2025.
| March 31, 2026 | December 31, 2025 | |||||||
| (dollars in thousands) | ||||||||
| Commercial | $ | $ | ||||||
| Residential | ||||||||
| Total | $ | $ | ||||||
Loans Receivable on Nonaccrual Status - The following tables present the carrying value of nonaccrual loans with an ACL and the carrying value of nonaccrual loans without an ACL as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | ||||||||||||
| Nonaccrual loans with ACL | Nonaccrual loans without ACL | Total nonaccrual loans | ||||||||||
| (dollars in thousands) | ||||||||||||
| Commercial | $ | $ | ||||||||||
| Commercial real estate | ||||||||||||
| Residential real estate | ||||||||||||
| Total | $ | $ | $ | |||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
| December 31, 2025 | ||||||||||||
| Nonaccrual loans with ACL | Nonaccrual loans without ACL | Total nonaccrual loans | ||||||||||
| (dollars in thousands) | ||||||||||||
| Commercial | $ | $ | $ | |||||||||
| Commercial real estate | ||||||||||||
| Residential real estate | ||||||||||||
| Total | $ | $ | $ | |||||||||
Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated and loans that are individually evaluated.
Purchased Credit-Deteriorated Loans ("PCD") - PCD loans are defined as a loan or group of loans that have experienced more-than-insignificant credit deterioration since origination. The following table presents the recorded investment of those loans as of March 31, 2026 and December 31, 2025:
| (dollars in thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Commercial | $ | $ | ||||||
| Commercial real estate | ||||||||
| Residential real estate | ||||||||
| Total purchased credit-deteriorated loans | $ | $ | ||||||
The majority of these loans are associated with multifamily properties located in the five boroughs of New York City, most of which are entirely or predominantly rent-regulated. This specific pool is subject to unique stressors, primarily due to the 2019 New York rent laws, which restricted rent increases while operating in an environment of escalating expenses. In addition, the current city administration has supported a rent freeze on rent stabilized apartments, while proposing other policy initiatives which could have an adverse impact on rent stabilized properties.
Credit Quality Indicators - The Company continuously monitors the credit quality of its loans receivable. In addition to its internal monitoring, the Company utilizes the services of a third-party loan review firm to periodically validate the credit quality of its loans receivable on a sample basis. Credit quality is monitored by reviewing certain credit quality indicators. Assets classified as “Pass” are deemed to possess average to superior credit quality, requiring no more than normal attention. Assets classified as “Special Mention” have generally acceptable credit quality yet possess higher risk characteristics/circumstances than satisfactory assets. Such conditions include strained liquidity, slow pay, stale financial statements, or other conditions that require more stringent attention from the lending staff. These conditions, if not corrected, may weaken the credit quality or inadequately protect the Company’s credit position at some future date. Assets are classified as "Substandard” if the asset has a well-defined weakness that requires management’s attention to a greater degree than for loans classified as special mention. Such weakness, if left uncorrected, could possibly result in the compromised ability of the loan to perform to contractual requirements. An asset is classified as “Doubtful” if it is inadequately protected by the net worth and/or paying capacity of the obligor or of the collateral, if any, that secures the obligation. Assets classified as doubtful include assets for which there is a “distinct possibility” that a degree of loss will occur if the inadequacies are not corrected.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
We evaluate whether a modification, extension or renewal of a loan is a current period origination in accordance with GAAP. Generally, loans up for renewal are subject to a full credit evaluation before the renewal is granted and such loans are considered current period originations for purposes of the table below. The following table presents loans by origination, risk designation and gross charge-offs as of and during the three months ended March 31, 2026 (dollars in thousands):
| Term loans amortized cost basis by origination year | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Revolving Loans | Total Gross Loans | |||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total commercial | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total commercial real estate | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial construction | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total commercial construction | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total residential real estate | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Grand total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
The following table presents loans by origination, risk designation and gross charge-offs as of and for the year ended December 31, 2025 (dollars in thousands):
| Term loans amortized cost basis by origination year | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving Loans | Total Gross Loans | |||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total commercial | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total commercial real estate | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial construction | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total commercial construction | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total residential real estate | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Grand total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
Collateral Dependent Loans: The following tables present the amortized cost basis of collateral dependent loans by loan segment as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | ||||||||||||
| Real Estate | Other | Total | ||||||||||
| (dollars in thousands) | ||||||||||||
| Commercial | $ | $ | $ | |||||||||
| Commercial real estate | ||||||||||||
| Residential real estate | ||||||||||||
| Total | $ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| Real Estate | Other | Total | ||||||||||
| (dollars in thousands) | ||||||||||||
| Commercial | $ | $ | $ | |||||||||
| Commercial real estate | ||||||||||||
| Residential real estate | ||||||||||||
| Total | $ | $ | $ | |||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
Aging Analysis - The following tables present the aging of the amortized cost in past due loans as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | ||||||||||||||||||||||||||||
| 30-59 Days Past Due | 60-89 Days Past Due | 90 Days or Greater Past Due and Still Accruing | Nonaccrual | Total Past Due and Nonaccrual | Current | Gross Loans | ||||||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||
| Commercial construction | ||||||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||
| 30-59 Days Past Due | 60-89 Days Past Due | 90 Days or Greater Past Due and Still Accruing | Nonaccrual | Total Past Due and Nonaccrual | Current | Gross Loans | ||||||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||
| Commercial construction | ||||||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
The following tables detail the amount of gross loans that are individually analyzed, collectively evaluated, and loans acquired with deteriorated quality, and the related portion of the ACL for loans that are allocated to each loan portfolio segment.
| March 31, 2026 | ||||||||||||||||||||||||
| Commercial | Commercial real estate | Commercial construction | Residential real estate | Consumer | Total | |||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||
| Allowance for credit losses – loans | ||||||||||||||||||||||||
| Individually analyzed | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||
| Acquired with deteriorated credit quality | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Gross loans | ||||||||||||||||||||||||
| Individually analyzed | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||
| Acquired with deteriorated credit quality | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Commercial | Commercial real estate | Commercial construction | Residential real estate | Consumer | Total | |||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||
| Allowance for credit losses – loans | ||||||||||||||||||||||||
| Individually analyzed | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||
| Acquired with deteriorated credit quality | ( | ) | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Gross loans | ||||||||||||||||||||||||
| Individually analyzed | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||
| Acquired with deteriorated credit quality | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
Activity in the Company’s ACL for loans for the three months ended March 31, 2026 and March 31, 2025 are summarized in the tables below.
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||
| Commercial | Commercial real estate | Commercial construction | Residential real estate | Consumer | Total | |||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs: | ||||||||||||||||||||||||
| Non-PCD Loans | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| PCD Loans | ( | ) | ( | ) | ||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||
| Provision for credit losses - loans: | ||||||||||||||||||||||||
| Operating provision for credit losses | ( | ) | ||||||||||||||||||||||
| Nonaccretable credit marks on PCD loans | ( | ) | ( | ) | ||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||
| Commercial | Commercial real estate | Commercial construction | Residential real estate | Consumer | Total | |||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||
| (Reversal of) provision for credit losses – loans | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
Loan Modifications to Borrowers Experiencing Financial Difficulty:
The following table presents the amortized cost basis of loans to borrowers experiencing financial difficulty that were modified during the three months ended March 31, 2026. The modification percentage represents the total loans modified during the three months ended as a percentage of the total gross loan balances as of March 31, 2026.
| Amortized Cost Basis | ||||||||||||||||||||||||
| Term Extension | Payment Deferral | Interest Rate Reduction | Total | Gross Loans at March 31, 2026 | Modification % (Modified Loans/Gross Loans) | |||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | % | ||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||
| Commercial construction | ||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | % | ||||||||||||||||||
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the three months ended March 31, 2026.
| Weighted Average Term Extension (Months) | Weighted Average Payment Deferral (Months) | Weighted Average Interest Rate Reduction | Weighted Average Payment Reduction | |||||||||||||
| March 31, 2026 | ||||||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Commercial | % | - | ||||||||||||||
| Commercial real estate | - | - | - | |||||||||||||
| Total | 2 | 2.0 | % | - | ||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last twelve months through March 31, 2026.
| Current | 30-89 Days Past Due | 90 Days or Greater Past Due | ||||||||||
| March 31, 2026 | ||||||||||||
| (dollars in thousands) | ||||||||||||
| Commercial | $ | $ | $ | |||||||||
| Commercial real estate | ||||||||||||
| Commercial construction | ||||||||||||
| Total | $ | $ | $ | |||||||||
There were
During the three months ended March 31, 2026 and March 31, 2025, the Company had
There were
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6. Loans and the Allowance for Credit Losses – (continued)
Allowance for Credit Losses for Unfunded Commitments
The Company has recorded an ACL for unfunded credit commitments, which was recorded in other liabilities. The provision is recorded within the provision for credit losses on the Company’s income statement. The following table presents a roll forward of the ACL for unfunded commitments for the three months ended March 31, 2026 and 2025:
| Three Months Ended | Three Months Ended | |||||||
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| (dollars in thousands) | ||||||||
| Balance at beginning of period | $ | $ | ||||||
| (Reversal of) provision for credit losses – unfunded commitments | ( | ) | ||||||
| Balance at end of period | $ | $ | ||||||
Components of Provision for Credit Losses
The following table summarizes the provision for (reversal of) credit losses for the three months ended March 31, 2026 and 2025:
| Three Months Ended | Three Months Ended | |||||||
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| (dollars in thousands) | ||||||||
| Provision for credit losses – loans | $ | $ | ||||||
| Release of nonaccretable marks due to improvements in expected cash flows | ( | ) | ||||||
| (Reversal of) provision for credit losses - unfunded commitments | ( | ) | ||||||
| Provision for credit losses | $ | $ | ||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
FASB ASC 820-10, “Fair Value Measurements and Disclosures”, is the standard used to govern disclosures related to fair value measurements. FASB ASC 820-10-05 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurements and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
FASB ASC 820-10-65 provides additional guidance for estimating fair value in accordance with FASB ASC 820-10-05 when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly.
FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820-10-05 are as follows:
| Level 1: | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| Level 2: | Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3: | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (for example, supported with little or no market activity). |
The level of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:
Available-for-Sale Securities and Equity Securities: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of instruments which would generally be classified within Level 2 of the valuation hierarchy include municipal bonds and certain agency collateralized mortgage obligations. In certain cases where there is limited activity in the market for a particular instrument, assumptions must be made to determine the fair value of the instruments and these are classified as Level 3. When measuring fair value, the valuation techniques available under the market approach, income approach and/or cost approach are used. The Company’s evaluations are based on market data and the Company employs combinations of these approaches for its valuation methods depending on the asset class.
Derivatives: The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rate, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)
For financial assets and liabilities measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used as of March 31, 2026 and December 31, 2025 are as follows:
| March 31, 2026 | ||||||||||||||||
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
| Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Recurring fair value measurements: Assets | ||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||
| Federal agency obligations | $ | $ | $ | $ | ||||||||||||
| Residential mortgage pass-through securities | ||||||||||||||||
| Commercial mortgage pass-through securities | ||||||||||||||||
| Obligations of U.S. states and political subdivisions | ||||||||||||||||
| Corporate bonds and notes | ||||||||||||||||
| Asset-backed securities | ||||||||||||||||
| Other securities | ||||||||||||||||
| Total available-for-sale securities | ||||||||||||||||
| Equity securities | ||||||||||||||||
| Derivatives | ||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivatives - interest rate contracts | ||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)
| December 31, 2025 | ||||||||||||||||
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
| Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Recurring fair value measurements: Assets | ||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||
| Federal agency obligations | $ | $ | $ | $ | ||||||||||||
| Residential mortgage pass- through securities | ||||||||||||||||
| Commercial mortgage pass-through securities | ||||||||||||||||
| Obligations of U.S. states and political subdivisions | ||||||||||||||||
| Corporate bonds and notes | ||||||||||||||||
| Asset-backed securities | ||||||||||||||||
| Other securities | ||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | $ | ||||||||||||
| Equity securities | ||||||||||||||||
| Derivatives | ||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivatives - interest rate contracts | ||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
There were no transfers between Level 1, Level 2 and Level 3 during the three months ended March 31, 2026 and for the year ended December 31, 2025.
Assets Measured at Fair Value on a Nonrecurring Basis
The Company may be required periodically to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or impairment write-downs of individual assets. The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a nonrecurring basis as of March 31, 2026 and December 31, 2025.
Loans Held-for-Sale: Residential mortgage and SBA loans, originated and intended for sale in the secondary market, are carried at the lower of aggregate cost or estimated fair value as determined by outstanding commitments from investors. For these loans originated and intended for sale, gains and losses on loan sales (sale proceeds minus carrying value) are recorded in other income and direct loan origination costs and fees are deferred at origination of the loan and are recognized in other income upon sale of the loan. Management obtains quotes or bids on all or parts of these loans directly from the purchasing financial institutions (Level 2). As of March 31, 2026 loans held-for-sale totaled $
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)
Collateral Dependent Loans: The Company may record adjustments to the carrying value of loans based on fair value measurements, generally as partial charge-offs of the uncollectible portions of these loans. These adjustments also include certain impairment amounts for collateral dependent loans calculated in accordance with GAAP. Impairment amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated impairment amount applicable to that loan does not necessarily represent the fair value of the loan. Real estate collateral is valued using independent appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable by market participants. However, due to the substantial judgment applied and limited volume of activity as compared to other assets, fair value is based on Level 3 inputs. Estimates of fair value used for collateral supporting commercial loans generally are based on assumptions not observable in the marketplace and are also based on Level 3 inputs.
For assets measured at fair value on a nonrecurring basis, the fair value measurements as of March 31, 2026 and December 31, 2025 are as follows:
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
| Assets measured at fair value on a nonrecurring basis: | March 31, 2026 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Collateral dependent loans: | (dollars in thousands) | |||||||||||||||
| Commercial | $ | $ | $ | $ | ||||||||||||
| Commercial real estate | ||||||||||||||||
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
| Assets measured at fair value on a nonrecurring basis: | December 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Collateral dependent loans: | (dollars in thousands) | |||||||||||||||
| Commercial | $ | $ | $ | $ | ||||||||||||
Collateral dependent loans – Collateral dependent loans as of March 31, 2026 that required a valuation allowance were $
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)
Assets Measured with Significant Unobservable Level 3 Inputs
Recurring basis
The tables below present a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2026 and for the year ended December 31, 2025:
| Obligations of U.S. states and political subdivisions | ||||
| (dollars in thousands) | ||||
| Beginning balance, January 1, 2026 | $ | |||
| Principal paydowns | ( | ) | ||
| Change in unrealized loss | ( | ) | ||
| Ending balance, March 31, 2026 | $ | |||
| Obligations of U.S. states and political subdivisions | ||||
| (dollars in thousands) | ||||
| Beginning balance, January 1, 2025 | $ | |||
| Principal paydowns | ( | ) | ||
| Changes in unrealized gain | ||||
| Ending balance, December 31, 2025 | $ | |||
The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025. The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy.
| March 31, 2026 | |||||||||||
| Fair Value | Valuation Techniques | Unobservable Input | Rate | ||||||||
| Available-for-sale securities: | (dollars in thousands) | ||||||||||
| Obligations of U.S. states and political subdivisions | $ | Discounted cash flows | Discount rate | % | |||||||
| December 31, 2025 | |||||||||||
| Fair Value | Valuation Techniques | Unobservable Input | Rate | ||||||||
| Available-for-sale securities: | (dollars in thousands) | ||||||||||
| Obligations of U.S. states and political subdivisions | $ | Discounted cash flows | Discount rate | % | |||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)
Nonrecurring basis: The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a nonrecurring basis for the periods presented. The tables below provide quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy of collateral dependent loans.
| March 31, 2026 | |||||||||||
| (dollars in thousands) | Fair Value | Valuation Techniques | Unobservable Input | Range (weighted average) | |||||||
| Commercial loans | $ |
|
| ||||||||
| Commercial real estate loans |
|
| |||||||||
| December 31, 2025 | |||||||||||
| (dollars in thousands) | Fair Value | Valuation Techniques | Unobservable Input | Range (weighted average) | |||||||
| Commercial loans | $ |
|
| ||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)
As of March 31, 2026, the fair value measurements presented are consistent with Topic 820, Fair Value Measurement, in which fair value represents exit price. The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2026 and December 31, 2025:
| Fair Value Measurements | ||||||||||||||||||||
| Carrying Amount | Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and due from banks | $ | $ | $ | $ | $ | |||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||
| Restricted investments in bank stocks | n/a | n/a | n/a | n/a | ||||||||||||||||
| Equity securities | ||||||||||||||||||||
| Net loans | ||||||||||||||||||||
| Loans held-for-sale | ||||||||||||||||||||
| Derivatives - interest rate contracts | ||||||||||||||||||||
| Accrued interest receivable | ||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Noninterest-bearing deposits | ||||||||||||||||||||
| Interest-bearing deposits | ||||||||||||||||||||
| Borrowings | ||||||||||||||||||||
| Subordinated debentures | ||||||||||||||||||||
| Derivatives - interest rate contracts | ||||||||||||||||||||
| Accrued interest payable | ||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and due from banks | $ | $ | $ | $ | $ | |||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||
| Restricted investment in bank stocks | n/a | n/a | n/a | n/a | ||||||||||||||||
| Equity securities | ||||||||||||||||||||
| Net loans | ||||||||||||||||||||
| Derivatives - interest rate contracts | ||||||||||||||||||||
| Accrued interest receivable | ||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Noninterest-bearing deposits | ||||||||||||||||||||
| Interest-bearing deposits | ||||||||||||||||||||
| Borrowings | ||||||||||||||||||||
| Subordinated debentures | ||||||||||||||||||||
| Derivative - interest rate contracts | ||||||||||||||||||||
| Accrued interest payable | ||||||||||||||||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)
The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of commitments to originate loans is immaterial and not included in the tables above.
Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.
The Company’s remaining assets and liabilities, which are not considered financial instruments, have not been valued differently than has been customary with historical cost accounting. No disclosure of the relationship value of the Company’s core deposit base is required by FASB ASC 825-10.
Fair value estimates are based on existing balance sheet financial instruments, without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, there are certain significant assets and liabilities that are not considered financial assets or liabilities, such as deferred taxes, premises and equipment, and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
Management believes that reasonable comparability between financial institutions may not be likely, due to the wide range of permitted valuation techniques and numerous estimates which must be made, given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values.
Note 8. Comprehensive Income
Total comprehensive income includes all changes in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s OCI is comprised of unrealized holding gains and losses on available-for-sale securities, unrealized gains and losses on cash flow hedges, obligations for defined benefit pension plan and an adjustment to reflect the curtailment of the Company’s defined benefit pension plan, each net of taxes.
The following table represents the reclassification out of AOCI for the periods presented (dollars in thousands):
| Details about Accumulated Other Comprehensive Income Components | Amounts Reclassified from Accumulated Other Comprehensive Income | Affected Line item in the Consolidated Statements of Income | |||||||
| Three Months Ended March 31, | |||||||||
| 2026 | 2025 | ||||||||
| Interest income on cash flow hedges | $ | $ | Borrowings and deposits expense | ||||||
| ( | ) | ( | ) | Income tax expense | |||||
| Total reclassification | $ | $ | |||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 8. Comprehensive Income – (continued)
AOCI as of March 31, 2026 and December 31, 2025 consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| (dollars in thousands) | ||||||||
| Available-for-sale securities, net of tax | $ | ( | ) | $ | ( | ) | ||
| Cash flow hedge, net of tax | ||||||||
| Defined benefit pension and post-retirement plans, net of tax | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
Note 9. Stock-based Compensation
The Company’s stockholders approved the 2017 Equity Compensation Plan (“the Plan”) on May 23, 2017. The Plan eliminates all remaining issuable shares under previous plans and is the only outstanding plan as of March 31, 2026. On May 30, 2023, the Company's stockholders approved an amendment to the Plan that increased the maximum number of shares issuable to
As of March 31, 2026 and December 31, 2025, the Company had outstanding stock options. Restricted stock and deferred stock units generally vest over a -year period, with -third vesting annually beginning one year after the grant date. These awards also provide for accelerated vesting upon a change in control. Grants to new employees and board members may feature shorter vesting schedules. Performance units typically feature a -year cliff vesting or accelerate upon a change of control. The Company accounts for forfeitures as they occur by reversing previously recognized compensation expense. Restricted stock grants carry the same dividend and voting rights as common stock, while options, performance units, and deferred stock units do not.
All awards are issued at the fair value of the underlying shares on the grant date. The Company expenses the cost of the awards, which is determined to be the fair market value of the awards at the date of grant, ratably, over the vesting or measurement period. Forfeiture rates are not estimated but are recorded as incurred. Stock-based compensation expense for the three months ended March 31, 2026 and March 31, 2025 was $
Activity in the Company’s restricted stock for the three months ended March 31, 2026 was as follows:
| Nonvested Shares | Weighted Average Grant Date Fair Value | |||||||
| Nonvested as of December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited/cancelled/expired | ( | ) | ||||||
| Nonvested as of March 31, 2026 | $ | |||||||
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 9. Stock-Based Compensation – (continued)
As of March 31, 2026, there was approximately $
A summary of the status of unearned performance unit awards and the change during the period is presented in the table below:
| Units (expected) | Units (maximum) | Weighted Average Grant Date Fair Value | ||||||||||
| Unearned as of December 31, 2025 | $ | |||||||||||
| Awarded | ||||||||||||
| Change in estimate | ||||||||||||
| Vested shares | ( | ) | ||||||||||
| Forfeited/cancelled/expired | ( | ) | ||||||||||
| Unearned as of March 31, 2026 | $ | |||||||||||
As of March 31, 2026, the specific number of shares related to performance units that were expected to vest was
A summary of the status of unearned deferred stock units and the changes in deferred stock units during the period is presented in the table below:
| Units (expected) | Weighted Average Grant Date Fair Value | |||||||
| Unearned as of December 31, 2025 | $ | |||||||
| Awarded | ||||||||
| Vested shares | ( | ) | ||||||
| Forfeited/cancelled/expired | ( | ) | ||||||
| Unearned as of March 31, 2026 | $ | |||||||
Forfeitures are recognized as they occur as a reversal of previously recognized compensation expense. A portion of the shares that vest will be netted out to satisfy the tax obligations of the recipient. During the three months ended March 31, 2026,
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 10. Components of Net Periodic Pension Cost
The Company maintains two frozen defined benefit pension plans; the Legacy CNOB Plan and the Legacy FLIC Plan, which were frozen on June 30, 2007 and September 30, 2025, respectively. The following tables set forth the net periodic pension cost of the Company’s pension plans for the periods indicated.
| Three Months Ended | Affected Line Item in the Consolidated | ||||||||
| March 31, | Statements of Income | ||||||||
| 2026 | 2025 | ||||||||
| Legacy CNOB Plan | (dollars in thousands) | ||||||||
| Interest cost | $ | $ | Deposit, loan and other income/Salaries and employee benefits | ||||||
| Expected return on plan assets | ( | ) | ( | ) | Deposit, loan and other income/Salaries and employee benefits | ||||
| Total periodic pension income | $ | ( | ) | $ | ( | ) | |||
| Three Months Ended | Affected Line Item in the Consolidated | ||||||||
| March 31, | Statements of Income | ||||||||
| 2026 | 2025 | ||||||||
| Legacy FLIC Plan | (dollars in thousands) | ||||||||
| Interest cost | $ | $ | Deposit, loan and other income | ||||||
| Expected return on plan assets | ( | ) | Deposit, loan and other income | ||||||
| Total periodic pension income | $ | ( | ) | $ | |||||
Contributions
The Company did not contribute to the pension plans during the three months ended March 31, 2026. The Company does not plan on contributing amounts to either Pension Trust for the remainder of 2026. Each trust is established to provide retirement and other benefits for eligible employees and their beneficiaries under each plan. No part of the trust assets may be applied to any purpose other than providing benefits under the plan and for defraying expenses of administering the plan and the trust.
FLIC Merger
In the FLIC merger, the Company acquired a defined benefit pension plan with a net funded status of $
Effective September 30, 2025, the Company froze benefit accruals under this defined benefit pension plan for all participants. The freeze does not affect retirees or vested benefits. The projected benefit obligation was remeasured using a discount rate of
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 11. Deposits
Time Deposits
As of March 31, 2026 and December 31, 2025, the Company's total time deposits were $
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| thereafter | ||||
| Time deposits (before net discount) | ||||
| Fair value discount | ( | ) | ||
| Time deposits (after net discount) | $ |
The amount of time deposits with balances greater than or equal to $250,000 was $
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 12. FHLB Borrowings
The Company’s FHLB borrowings and weighted average interest rates are summarized below:
| March 31, 2026 | December 31, 2025 | |||||||||||||||
| Amount | Rate | Amount | Rate | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| By remaining period to maturity: | ||||||||||||||||
| Less than 1 year | $ | % | $ | % | ||||||||||||
| 1 year through less than 2 years | ||||||||||||||||
| 2 years through less than 3 years | ||||||||||||||||
| After 5 years | ||||||||||||||||
| FHLB borrowings – gross | % | % | ||||||||||||||
| Fair value discount | ( | ) | ( | ) | ||||||||||||
| Total FHLB borrowings | $ | $ | ||||||||||||||
The FHLB borrowings are secured by pledges of certain collateral including, but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgages and commercial real estate loans.
Advances are payable at stated maturity, with a prepayment penalty for fixed rate advances. All FHLB advances bear fixed rates. The advances as of March 31, 2026 were primarily collateralized by approximately $
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 13. Subordinated Debentures
During 2003, the Company formed a statutory business trust, which exists for the exclusive purpose of (i) issuing Trust Securities representing undivided beneficial interests in the assets of the Trust; (ii) investing the gross proceeds of the Trust securities in junior subordinated deferrable interest debentures (subordinated debentures) of the Company; and (iii) engaging in only those activities necessary or incidental thereto. On December 19, 2003, Center Bancorp Statutory Trust II, a statutory business trust and wholly-owned subsidiary of the Parent Corporation issued $
The following table summarizes the mandatory redeemable trust preferred securities of the Company’s Statutory Trust II as of March 31, 2026 and December 31, 2025.
| As of March 31, 2026 | ||||||||||
| Issuance Date | Securities Issued | Liquidation Value |
|
| Redeemable by Issuer Beginning | |||||
| 12/19/2003 | $ |
|
|
|
| |||||
| As of December 31, 2025 | ||||||||||
| Issuance Date | Securities Issued | Liquidation Value | Redeemable by Issuer Beginning | |||||||
| 12/19/2003 | $ |
|
|
|
| |||||
On May 15, 2025, the Parent Corporation issued $
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 14. Segment Reporting
Accounting policies for segments are the same as those described in Note 1a. Segment performance is evaluated using Consolidated Bank net income. Information reported internally for performance assessment by the CODM follows, inclusive of reconciliations of significant segment totals to the financial statements:
| Consolidated Bank | ||||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (dollars in thousands) | ||||||||
| Interest income | $ | $ | ||||||
| Noninterest income | ||||||||
| Total segment income | $ | $ | ||||||
| Less: | ||||||||
| Interest expense | ||||||||
| Segment net interest income and noninterest income | ||||||||
| Less: | ||||||||
| Provision for credit losses | ||||||||
| Salaries and employee benefits | ||||||||
| Other segment items* | ||||||||
| Income tax (benefit) expense | ||||||||
| Segment consolidated net (loss) income | $ | $ | ||||||
| Other segment disclosures | ||||||||
| Interest income | $ | $ | ||||||
| Interest expense | ||||||||
| Depreciation | ||||||||
| Amortization of core deposit intangibles | ||||||||
| Other significant noncash items: | ||||||||
| Provision for credit losses | ||||||||
| Segment assets | ||||||||
| Total expenses for segment assets | ||||||||
| Reconciliation of assets | ||||||||
| Total assets for segment | $ | $ | ||||||
| Other assets | ||||||||
| Total consolidated assets | $ | $ | ||||||
*Occupancy and equipment, Federal Deposit Insurance Corporation ("FDIC") insurance premium, professional and consulting fees, marketing and advertising, information technology and communications, merger expenses and restructuring charges, and other expenses.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The purpose of this analysis is to provide the reader with information relevant to understanding and assessing the Company’s results of operations for the periods presented herein and financial condition as of March 31, 2026 and December 31, 2025. In order to fully understand this analysis, the reader is encouraged to review the consolidated financial statements and accompanying notes thereto appearing elsewhere in this report.
Cautionary Statement Concerning Forward-Looking Statements
This report includes forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended, that involve inherent risks and uncertainties. This report contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of ConnectOne Bancorp Inc. and its subsidiaries, including statements preceded by, followed by, or that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain,” “pattern” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions may increase significantly; (2) changes in the interest rate environment may reduce interest margins; (3) prepayment speeds, loan origination and sale volumes, charge-offs and credit loss provisions may vary substantially from period to period; (4) general economic conditions may be less favorable than expected or may be adversely effected by policy uncertainties, including regarding the impact of tariffs; (5) political developments, sovereign debt problems, wars or other hostilities such as the ongoing conflict between Ukraine and Russia and the United States and Iran, and instability in the Middle East, may disrupt or increase volatility in securities markets or other economic conditions; (6) legislative or regulatory changes or actions may adversely affect the businesses in which ConnectOne Bancorp is engaged or the business of our clients, such as changes affecting the owners of rest stabilized multi-family buildings in New York City; (7) changes and trends in the securities markets may adversely impact ConnectOne Bancorp; (8) a delayed or incomplete resolution of regulatory issues could adversely impact planning by ConnectOne Bancorp; (9) the impact on reputation risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity could be significant; (10) the outcome of regulatory and legal investigations and proceedings may not be anticipated, and (11) the impact of health emergencies or natural disasters on our employees and operations, and those of our customers. Further information on other factors that could affect the financial results of ConnectOne Bancorp is included in Item 1a. of ConnectOne Bancorp’s Annual Report on Form 10-K as amended and updated in ConnectOne Bancorp’s other filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from ConnectOne Bancorp, Inc.
Critical Accounting Policies and Estimates
Our accounting policies are integral to understanding the results reported. We consider accounting policies that require management to exercise significant judgment or discretion or to make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. As of March 31, 2026, there have been no material changes to our critical accounting policies as compared to the critical accounting policies disclosed in our most recent Annual Report on Form 10-K. Reference is made to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Operating Results Overview
Net income available to common stockholders for the three months ended March 31, 2026 was $36.3 million, as compared to $18.7 million for the prior-year period. The Company’s diluted earnings per share were $0.72 for the three months ended March 31, 2026, as compared with diluted earnings per share of $0.49 for the prior-year period. The $17.6 million increase in net income available to common stockholders and the $0.23 increase in diluted earnings per share were due to a $43.0 million increase in net interest income and a $2.3 million increase in noninterest income, which was partially offset by an $18.6 million increase in noninterest expenses, a $7.5 million increase in income tax expense and a $1.7 million increase in provision for credit losses. The increases in net interest income and noninterest expenses were primarily driven by a full three-month impact of the FLIC acquisition in 2026, compared to the pre-merger period in 2025.
Net Interest Income and Margin
Net interest income is the difference between the interest earned on the portfolio of earning assets (principally loans and investments) and the interest paid on deposits and borrowings, which support these assets. Net interest income is presented on a tax-equivalent basis by adjusting tax-exempt income (including interest earned on tax-free loans and on obligations of state and local political subdivisions) by the amount of income tax which would have been paid had the assets been invested in taxable assets. Net interest margin is defined as net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.
Fully taxable equivalent net interest income for the first quarter of 2026 increased $43.4 million, or 65.2%, from prior-year period, due to a 46 basis-point widening of the net interest margin to 3.39% from 2.93%, and a 42.7% increase in average interest earning assets. The increase in average interest-earning assets was primarily due to the full-period impact of assets acquired in the FLIC merger. The margin also benefited from a 20 basis-point increase in the yield on interest-earning assets and a 49 basis-point decrease in the average costs of deposits, including noninterest-bearing deposits.
The following table presents for the three months ended March 31, 2026 and 2025, the Company’s average assets, liabilities and stockholders’ equity. The Company’s net interest income, net interest spread and net interest margin are also reflected.
Average Statements of Condition with Interest and Average Rates
| Three Months Ended March 31, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Interest |
Interest |
|||||||||||||||||||||||
| Average |
Income/ |
Average |
Average |
Income/ |
Average |
|||||||||||||||||||
| Balance |
Expense |
Rate (7) |
Balance |
Expense |
Rate (7) |
|||||||||||||||||||
| (dollars in thousands) |
||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Investment securities (1) (2) |
$ | 1,307,184 | $ | 13,302 | 4.13 | % | $ | 745,873 | $ | 6,375 | 3.47 | % | ||||||||||||
| Total loans (2) (3) (4) |
11,537,770 | 168,945 | 5.94 | 8,209,014 | 115,883 | 5.73 | ||||||||||||||||||
| Federal funds sold and interest-bearing deposits with banks |
264,232 | 2,387 | 3.66 | 229,491 | 2,466 | 4.36 | ||||||||||||||||||
| Restricted investment in bank stocks |
51,608 | 935 | 7.35 | 40,334 | 889 | 8.94 | ||||||||||||||||||
| Total interest-earning assets |
13,160,794 | 185,569 | 5.72 | 9,224,712 | 125,613 | 5.52 | ||||||||||||||||||
| Noninterest-earning assets: |
||||||||||||||||||||||||
| Allowance for credit losses |
(154,481 | ) | (84,027 | ) | ||||||||||||||||||||
| Other noninterest-earning assets |
993,268 | 607,920 | ||||||||||||||||||||||
| Total assets |
$ | 13,999,581 | $ | 9,748,605 | ||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Interest-bearing deposits: |
||||||||||||||||||||||||
| Time deposits |
$ | 2,901,327 | 26,713 | 3.73 | $ | 2,480,990 | 25,154 | 4.11 | ||||||||||||||||
| Other interest-bearing deposits |
5,996,487 | 38,969 | 2.64 | 3,888,131 | 28,838 | 3.01 | ||||||||||||||||||
| Total interest-bearing deposits |
8,897,814 | 65,682 | 2.99 | 6,369,121 | 53,992 | 3.44 | ||||||||||||||||||
| Borrowings |
833,551 | 5,513 | 2.68 | 686,391 | 3,725 | 2.20 | ||||||||||||||||||
| Subordinated debentures, net |
201,928 | 4,385 | 8.81 | 79,988 | 1,298 | 6.58 | ||||||||||||||||||
| Finance lease |
921 | 13 | 5.72 | 1,210 | 18 | 6.03 | ||||||||||||||||||
| Total interest-bearing liabilities |
9,934,214 | 75,593 | 3.09 | 7,136,710 | 59,033 | 3.35 | ||||||||||||||||||
| Noninterest-bearing demand deposits |
2,384,883 | 1,305,722 | ||||||||||||||||||||||
| Other liabilities |
85,785 | 51,800 | ||||||||||||||||||||||
| Total noninterest-bearing liabilities |
2,470,668 | 1,357,522 | ||||||||||||||||||||||
| Stockholders’ equity |
1,594,699 | 1,254,373 | ||||||||||||||||||||||
| Total liabilities and stockholders’ equity |
$ | 13,999,581 | $ | 9,748,605 | ||||||||||||||||||||
| Net interest income (tax-equivalent basis) |
109,976 | 66,580 | ||||||||||||||||||||||
| Net interest spread (5) |
2.63 | % | 2.17 | % | ||||||||||||||||||||
| Net interest margin (6) |
3.39 | % | 2.93 | % | ||||||||||||||||||||
| Tax-equivalent adjustment |
(1,172 | ) | (824 | ) | ||||||||||||||||||||
| Net interest income |
$ | 108,804 | $ | 65,756 | ||||||||||||||||||||
| (1) |
Average balances are based on amortized cost and include equity securities. |
| (2) |
Interest income is presented on a tax-equivalent basis using a 21% assumed tax rate. |
| (3) |
Includes loan fee income and accretion of purchase accounting adjustments. |
| (4) |
Total loans include loans held-for-sale and nonaccrual loans. |
| (5) |
Represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a tax- equivalent basis. |
| (6) |
Represents net interest income on a tax-equivalent basis divided by average total interest-earning assets. |
| (7) |
Rates are annualized. |
Noninterest Income
Noninterest income totaled $6.8 million for the three months ended March 31, 2026, compared with $4.5 million for prior-year-period. The increase was primarily due to a $1.4 million increase in BOLI income and a $1.3 million increase in deposit, loan and other income, which was partially offset by a $0.4 million decrease in net gains (losses) on equity securities. The growth in deposit, loan and other income was primarily attributable to the expanded scale of operations following the merger with FLIC.
Noninterest Expenses
Noninterest expenses totaled $57.9 million for the three months ended March 31, 2026, compared with $39.3 million for prior-year period. The increase was primarily due to a $10.2 million increase in salaries and employee benefits, a $2.7 million increase in occupancy and equipment expenses and a $2.6 million increase in amortization of core deposit intangibles. Other contributing factors included a $0.7 million increase in other expenses, a $0.7 million increase in professional and consulting expenses and a $0.6 million increase in information technology and communication expenses. Additionally, noninterest expenses for the first quarter of 2026 included $2.1 million in merger expenses and restructuring charges, compared to $1.3 million in the prior-year period. Excluding these merger-related items, noninterest expenses would have been $55.7 million and $38.0 million for the 2026 and 2025 periods, respectively. The variances in nearly all noninterest expense categories were primarily attributable to the expanded operations following the merger with FLIC.
Income Taxes
Income tax expense was $14.7 million for the first quarter of 2026, resulting in an effective tax rate of 28.0%, compared to income tax expense of $7.2 million and an effective tax rate of 26.1% for the prior-year period. The increase in income tax expense and the effective tax rate was primarily due to higher pre-tax income and changes in state and local tax apportionment factors resulting from our expanded presence in New York following the FLIC merger.
Financial Condition
Loan Portfolio
The following table sets forth the composition of our loan portfolio, excluding loans held-for-sale and net deferred loan fees, by loan segment at the periods indicated.
| March 31, 2026 |
December 31, 2025 |
Amount Increase/ |
||||||||||||||||||
| Amount |
Percent of Total |
Amount |
Percent of Total |
(Decrease) |
||||||||||||||||
| (dollars in thousands) |
||||||||||||||||||||
| Commercial |
$ | 1,644,836 | 14.0 | % | $ | 1,565,963 | 13.7 | % | $ | 78,873 | ||||||||||
| Commercial real estate |
8,318,844 | 70.9 | 8,054,696 | 70.3 | 264,148 | |||||||||||||||
| Commercial construction |
571,073 | 4.9 | 623,902 | 5.4 | (52,829 | ) | ||||||||||||||
| Residential real estate |
1,202,539 | 10.2 | 1,210,980 | 10.6 | (8,441 | ) | ||||||||||||||
| Consumer |
1,801 | 0.0 | 2,017 | 0.0 | (216 | ) | ||||||||||||||
| Gross loans |
$ | 11,739,093 | 100.0 | % | $ | 11,457,558 | 100.0 | % | $ | 281,535 | ||||||||||
As of March 31, 2026, gross loans totaled $11.7 billion, an increase of $0.3 billion or 2.5% compared to December 31, 2025. The increase in gross loans as of March 31, 2026, compared to December 31, 2025, was primarily driven by organic growth in the commercial real estate portfolio, reflecting continued lending activity within our expanded market footprint.
While the previous table reflects the classification of our loans by loan portfolio segment, the following table presents further disaggregation of our commercial real estate portfolio along with applicable weighted average loan-to-value ratios, typically determined at loan origination.
| March 31, 2026 |
December 31, 2025 |
|||||||||||||||
| Balance |
Loan-to-Value |
Balance |
Loan-to-Value |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Commercial real estate loans |
||||||||||||||||
| Multifamily |
$ | 3,613,526 | 58 | % | $ | 3,477,302 | 58 | % | ||||||||
| Nonowner-occupied |
2,798,453 | 52 | 2,761,920 | 52 | ||||||||||||
| Owner-occupied |
1,642,853 | 48 | 1,572,158 | 51 | ||||||||||||
| Land loans |
363,118 | 42 | 349,125 | 42 | ||||||||||||
| Total commercial real estate loans (before fair value adjustment) |
$ | 8,417,950 | 53 | % | $ | 8,160,505 | 54 | % | ||||||||
| Fair value adjustment discount |
(99,106 | ) | (105,809 | ) | ||||||||||||
| Total commercial real estate loans |
$ | 8,318,844 | $ | 8,054,696 | ||||||||||||
The table above is further broken down in the following tables by geography:
| March 31, 2026 |
December 31, 2025 |
|||||||||||||||
| Balance |
Percent of Total |
Balance |
Percent of Total |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Multifamily loans |
||||||||||||||||
| New Jersey |
$ | 1,698,408 | 47.0 | % | $ | 1,643,765 | 47.3 | % | ||||||||
| New York |
1,438,807 | 39.8 | 1,497,916 | 43.1 | ||||||||||||
| Florida |
44,354 | 1.2 | 44,403 | 1.3 | ||||||||||||
| Connecticut |
39,537 | 1.1 | 39,628 | 1.1 | ||||||||||||
| All Other States |
392,420 | 10.9 | 251,290 | 7.2 | ||||||||||||
| Total multifamily loans (before fair value adjustment) |
$ | 3,613,526 | 100.0 | % | $ | 3,477,002 | 100.0 | % | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||||||||||
| Balance |
Percent of Total |
Balance |
Percent of Total |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Owner-occupied |
||||||||||||||||
| New Jersey |
$ | 572,120 | 34.9 | % | $ | 559,404 | 35.6 | % | ||||||||
| New York |
581,664 | 35.4 | 607,679 | 38.6 | ||||||||||||
| Florida |
93,991 | 5.7 | 94,682 | 6.0 | ||||||||||||
| Connecticut |
57,907 | 3.5 | 59,008 | 3.8 | ||||||||||||
| All Other States |
337,171 | 20.5 | 251,385 | 16.0 | ||||||||||||
| Total owner-occupied (before fair value adjustment) |
$ | 1,642,853 | 100.0 | % | $ | 1,572,158 | 100.0 | % | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||||||||||
| Balance |
Percent of Total |
Balance |
Percent of Total |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Nonowner-occupied |
||||||||||||||||
| New Jersey |
$ | 743,839 | 26.5 | % | $ | 780,321 | 28.2 | % | ||||||||
| New York |
1,647,533 | 58.9 | 1,625,546 | 58.9 | ||||||||||||
| Florida |
193,683 | 6.9 | 178,830 | 6.5 | ||||||||||||
| Connecticut |
27,098 | 1.0 | 37,234 | 1.3 | ||||||||||||
| All Other States |
186,300 | 6.7 | 139,989 | 5.1 | ||||||||||||
| Total nonowner occupied (before fair value adjustment) |
$ | 2,798,453 | 100.0 | % | $ | 2,761,920 | 100.0 | % | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||||||||||
| Balance |
Percent of Total |
Balance |
Percent of Total |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Land loans |
||||||||||||||||
| New Jersey |
$ | 130,268 | 35.9 | % | $ | 123,541 | 35.4 | % | ||||||||
| New York |
42,412 | 11.7 | 43,263 | 12.4 | ||||||||||||
| Florida |
133,769 | 36.8 | 128,547 | 36.8 | ||||||||||||
| Connecticut |
- | - | - | - | ||||||||||||
| All Other States |
56,669 | 15.6 | 53,774 | 15.4 | ||||||||||||
| Total land (before fair value adjustment) |
$ | 363,118 | 100.0 | % | $ | 349,125 | 100.0 | % | ||||||||
In addition, the following tables present further details with respect to our nonowner-occupied and owner-occupied borrower concentrations included in the commercial real estate segment.
| March 31, 2026 |
December 31, 2025 |
|||||||||||||||
| Balance |
Percent of Total |
Balance |
Percent of Total |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Owner-occupied |
||||||||||||||||
| Retail |
$ | 226,536 | 13.8 | % | $ | 216,500 | 13.8 | % | ||||||||
| Office |
128,445 | 7.8 | 130,646 | 8.3 | ||||||||||||
| Warehouse/Industrial |
415,065 | 25.3 | 395,830 | 25.2 | ||||||||||||
| Mixed Use |
136,301 | 8.3 | 134,113 | 8.5 | ||||||||||||
| Other |
736,506 | 44.8 | 695,069 | 44.2 | ||||||||||||
| Total owner-occupied (before fair value adjustment) |
$ | 1,642,853 | 100.0 | % | $ | 1,572,158 | 100.0 | % | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||||||||||
| Balance |
Percent of Total |
Balance |
Percent of Total |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Nonowner-occupied |
||||||||||||||||
| Retail |
$ | 848,158 | 30.3 | % | $ | 848,400 | 30.7 | % | ||||||||
| Office |
638,741 | 22.8 | 672,744 | 24.4 | ||||||||||||
| Warehouse/Industrial |
287,299 | 10.3 | 273,866 | 9.9 | ||||||||||||
| Mixed Use |
285,981 | 10.2 | 250,588 | 9.1 | ||||||||||||
| Other |
738,274 | 26.4 | 716,322 | 25.9 | ||||||||||||
| Total nonowner-occupied (before fair value adjustment) |
$ | 2,798,453 | 100.0 | % | $ | 2,761,920 | 100.0 | % | ||||||||
Allowance for Credit Losses and Related Provision
The ACL is an estimate of current expected credit losses considering available information relevant to assessing collectability of cash flows over the contractual term of the financial assets necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The methodology for determining the ACL is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded ACL. The loan portfolio also represents the largest asset type on the Company’s Consolidated Statement of Financial Condition.
As of March 31, 2026, the Company’s ACL was $153.1 million, a decrease of $1.2 million from $154.3 million as of December 31, 2025.
The provision for credit losses, which includes a provision for unfunded commitments, for the three months ended March 31, 2026 and March 31, 2025 was $5.2 million and $3.5 million, respectively. In each of the quarters presented, the provision for credit losses reflected net portfolio growth, charges related to individually evaluated loans, and changing macroeconomic forecasts and conditions.
Net charge-offs for the first quarter of 2026 totaled $6.7 million, or 0.23% of average loans on an annualized basis, compared to $3.4 million, or 0.17% of average loans, for the prior-year period. The current period activity was primarily driven by the resolution of PCD loans acquired in the FLIC merger, which represented 0.15% of the total annualized net charge-off ratio.
These PCD loans were successfully resolved against previously established nonaccretable credit marks and resulted in a $0.2 million release of provision for credit losses upon settlement. Excluding these acquisition-related resolutions, the annualized net charge-off ratio for the originating portfolio was 0.08% for the three months ended March 31, 2026, a decrease from the 0.17% reported in the prior-year period.
The level of the allowance for the respective periods of 2026 and 2025 reflects the credit quality within the loan portfolio, expected loan maturity dates, the changing composition of the commercial and residential real estate loan portfolios and other related factors. In management’s view, the level of the ACL as of March 31, 2026 is adequate to cover credit losses inherent in the loan portfolio. Management’s judgment regarding the adequacy of the allowance constitutes a “Forward-Looking Statement” under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from management’s analysis, based principally upon the factors considered by management in establishing the allowance.
Changes in the ACL on loans are presented in the following tables for the periods indicated (dollars in thousands).
| March 31, 2026 |
||||||||||||
| PCD |
Non-PCD |
Total |
||||||||||
| Balance as of December 31, 2025, |
$ | 42,022 | $ | 112,283 | $ | 154,305 | ||||||
| Charge-offs: |
||||||||||||
| Commercial |
- | (476 | ) | (476 | ) | |||||||
| Commercial real estate |
(4,365 | ) | (2,282 | ) | (6,647 | ) | ||||||
| Residential real estate |
- | - | - | |||||||||
| Consumer |
- | - | - | |||||||||
| Total charge-offs |
(4,365 | ) | (2,758 | ) | (7,123 | ) | ||||||
| Recoveries: |
||||||||||||
| Commercial |
- | 430 | 430 | |||||||||
| Commercial real estate |
- | 21 | 21 | |||||||||
| Residential real estate |
- | 16 | 16 | |||||||||
| Consumer |
- | - | - | |||||||||
| Total recoveries |
- | 467 | 467 | |||||||||
| Net charge-offs |
(4,365 | ) | (2,291 | ) | (6,656 | ) | ||||||
| Provision for credit losses for loans |
(210 | ) | 5,617 | 5,407 | ||||||||
| Balance as of March 31, 2026 |
$ | 37,447 | $ | 115,609 | $ | 153,056 | ||||||
| Ratio of net charge-offs during the year to average loans receivable outstanding during the year |
0.15 | % | 0.08 | % | 0.23 | % | ||||||
| Loans receivable |
11,735,596 | |||||||||||
| ACL as a percentage of loans receivable |
1.30 | % | ||||||||||
| Three Months Ended |
||||
| March 31, |
||||
| 2025 |
||||
| (dollars in thousands) |
||||
| Average loans receivable |
$ | 8,208,755 | ||
| Analysis of the ACL: |
||||
| Balance - beginning of period |
$ | 82,685 | ||
| Charge-offs: |
||||
| Commercial |
- | |||
| Commercial real estate |
(3,555 | ) | ||
| Total charge-offs |
(3,555 | ) | ||
| Recoveries: |
||||
| Commercial |
155 | |||
| Total recoveries |
155 | |||
| Net recoveries (charge-offs) |
(3,400 | ) | ||
| Provision for credit losses – loans |
3,118 | |||
| Balance - end of period |
$ | 82,403 | ||
| Ratio of annualized net charge-offs during the period to average loans receivable during the period |
0.17 | % | ||
| Loans receivable |
$ | 8,201,134 | ||
| ACL as a percentage of loans receivable |
1.00 | % | ||
Asset Quality
The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through its review processes that includes analysis of credit requests and ongoing examination of outstanding loans, delinquencies, and potential problem loans, with particular attention to portfolio dynamics and mix. The Company strives to identify loans experiencing difficulty early on, to record charge-offs promptly based on realistic assessments of current collateral values and cash flows, and to maintain an adequate ACL at all times.
It is generally the Company’s policy to discontinue interest accruals once a loan is past due as to interest or principal payments for a period of ninety days. When a loan is placed on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income. Payments received on nonaccrual loans are generally applied against principal. A loan may be restored to an accruing basis when all past due amounts have been collected. Loans past due 90 days or more, which are both well-secured and in the process of collection, may remain on an accrual basis.
As of March 31, 2026, loans 30-59 days past due were 0.81% of loans receivable, compared to 0.19% as of December 31, 2025. This rise is predominantly due to an interrelated series of credits totaling $63.8 million secured by 19 multifamily NYC rent-regulated properties. We are working with our client to resolve these credits; however, the resulting financial impact cannot be determined at this time.
Nonperforming assets include nonaccrual loans and other real estate owned ("OREO") (the Company had no OREO at the periods presented). Nonaccrual loans represent loans on which interest accruals have been suspended. In general, it is the policy of management to consider the charge-off of uncollectible amounts of loans at the point they become past due 90 days.
The following table sets forth, as of the dates indicated, the amount of the Company’s nonperforming assets:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (dollars in thousands) |
||||||||
| Nonaccrual loans |
$ | 41,579 | $ | 45,915 | ||||
| OREO |
- | - | ||||||
| Total nonperforming assets (1) |
$ | 41,579 | $ | 45,915 | ||||
| Loans 90 days or greater past due and still accruing |
$ | 7,960 | $ | 17,472 | ||||
| (1) |
Nonperforming assets are defined as nonaccrual loans and OREO. |
| Nonaccrual loans to total loans receivable |
0.35 | % | 0.40 | % | ||||
| Nonperforming assets to total assets |
0.29 | 0.33 |
Purchased Credit-Deteriorated Loans
As of March 31, 2026, the Company's recorded investment in PCD loans totaled $207.6 million. PCD loans, or purchased credit deteriorated loans, are defined by the CECL standard as acquired financial loans that, at the time of acquisition, have experienced a more-than-insignificant deterioration in credit quality since their origination. The Company, with the assistance of independent third-party loan review experts, identified such deterioration by considering various factors. These factors included, but were not limited to, nonperforming status, payment history and delinquency, risk rating, debt service coverage ability, and rate repricing risk. The resulting PCD designated loans include multifamily loans, commercial real estate, commercial loans, and residential real estate.
Within the PCD loan portfolio as of March 31, 2026, there is a pool of rent-regulated loans amounting to $158.0 million. These loans are associated with multifamily properties located in the five boroughs of New York City, most of which are entirely or predominantly rent-regulated. This specific pool is subject to unique stressors, primarily due to the 2019 New York rent laws, which restricted rent increases while operating in an environment of escalating expenses, and certain proposed policies of the new mayoral administration of New York City, including a proposed rent freeze.
Our determination of PCD classification and initial allowance involved significant judgment. Key assumptions included expected remaining life, default rates, recoveries, and economic scenarios. We continue to monitor roll‑off and performance of the PCD portfolio in our quarterly review process.
Rent-regulated Portfolio
The Bank maintains a solid reserve position, particularly within its rent-regulated multifamily portfolio which includes significant credit and fair value marks applicable to the portfolio acquired from FLIC, in addition to qualitative ACL allocations applicable to its legacy portfolio. The following table provides additional information on the Bank's New York City ("NYC") rent-regulated portfolio as of March 31, 2026:
| ($millions) |
Portfolio Composition |
% of Total Loans |
Unpaid Principal Balance |
Offsets (3) |
Offset % |
Avg. Loan Size |
||||||||||||||||||
| Acquired Portfolio (1) |
61.0 | % | 3.5 | % | $ | 412.5 | $ | (66.1 | ) | 16.0 | % | $ | 2.4 | |||||||||||
| Legacy ConnectOne (2) |
39.0 | 2.2 | 263.4 | (14.8 | ) | 5.6 | 2.9 | |||||||||||||||||
| Total Rent-Regulated |
100.0 | % | 5.7 | % | $ | 675.9 | $ | (80.9 | ) | 12.0 | 2.6 | |||||||||||||
| Note: Rent-regulated includes loans secured by multifamily properties with 50% or greater units subject to NYC rent-stabilization guidelines. |
||||||||||||||||||||||||
| 1) Portfolio acquired in merger with FLIC on June 1, 2025. |
||||||||||||||||||||||||
| 2) Loans originated by the Bank. |
||||||||||||||||||||||||
| 3) Offsets include (i) general reserves plus (ii) for the Acquired Portfolio, the applicable nonaccretable and accretable purchase accounting loan marks and (iii) for Legacy ConnectOne, an additional qualitative reserve applicable to rent-regulated multifamily. |
||||||||||||||||||||||||
Investment Securities
As of March 31, 2026, the principal components of the securities portfolio were federal agency obligations, mortgage-backed securities, obligations of U.S. states and political subdivisions, corporate bonds and notes, asset-backed securities and equity securities. For the three months ended March 31, 2026, average securities, on an amortized cost basis, increased by $561.3 million to $1.3 billion, or 9.9% of average total interest-earning assets, from $745.9 billion, or 8.1% of average interest-earning assets, for the prior-year period.
As of March 31, 2026, net unrealized losses on available-for-sale securities, which are carried as a component of AOCI and included in stockholders’ equity, net of tax, amounted to $48.2 million as compared with net unrealized losses of $40.7 million as of December 31, 2025. The increase in unrealized losses is predominantly attributable to changes in market conditions and interest rates. Unrealized losses have not been recognized into income because the issuers are of high credit quality, we do not intend to sell, and it is likely that we will not be required to sell the securities prior to their anticipated recovery. The issuers continue to make timely principal and interest payments on the securities. Any impairment that has not been recorded through an ACL is recognized in OCI, net of applicable taxes. The Company did not record an ACL for available-for-sale securities as of March 31, 2026.
Interest Rate Sensitivity Analysis
The principal objective of our asset and liability management function is to evaluate the interest-rate risk included in certain balance sheet accounts; determine the level of risk appropriate given our business focus, operating environment, and capital and liquidity requirements; establish prudent asset concentration guidelines; and manage the risk consistent with Board approved guidelines. We seek to reduce the vulnerability of our operations to changes in interest rates, and actions in this regard are taken under the guidance of the Bank’s Asset Liability Committee (the “ALCO”). The ALCO generally reviews our liquidity, cash flow needs, maturities of investments, deposits and borrowings, and current market conditions and interest rates.
The Company utilizes a number of strategies to manage interest rate risk including, but not limited to: (i) balancing the types and structures of interest-earning assets and interest-bearing liabilities by diversifying mix, coupons, maturities and/or repricing characteristics, (ii) reducing the overall interest rate sensitivity of liabilities by emphasizing core and/or longer-term deposits and utilizing FHLB advances and wholesale deposits for our interest rate risk profile, (iii) managing the investment portfolio for liquidity and interest rate risk profile, and (iv) entering into interest rate swap and cap agreements.
We currently utilize net interest income simulation and economic value of equity (“EVE”) models to measure the potential impact to the Bank of future changes in interest rates. As of March 31, 2026 and December 31, 2025, the results of the models were within guidelines prescribed by our Board of Directors. If model results were to fall outside prescribed ranges, action, including additional monitoring and reporting to the Board, would be required by the ALCO and the Bank’s management.
The net interest income simulation model attempts to measure the change in net interest income over the next one-year period, and over the next three-year period on a cumulative basis, assuming certain changes in the general level of interest rates. The model also utilizes immediate and parallel shifts in market interest rates as of March 31, 2026.
Based on our model, which was run as of March 31, 2026, we estimated that over the next one-year period a 200 basis-point instantaneous and parallel increase in the general level of interest rates would decrease our net interest income by 4.71%, while a 100 basis-point instantaneous and parallel decrease in interest rates would increase net interest income by 2.73%. As of December 31, 2025, we estimated that over the next one-year period a 200 basis-point instantaneous and parallel increase in the general level of interest rates would decrease our net interest income by 4.95% while a 100 basis-point instantaneous and parallel decrease in interest rates would increase net interest income by 3.06%.
Based on our model, which was run as of March 31, 2026, we estimated that over the next three years, on a cumulative basis, a 200 basis-point instantaneous and parallel increase in the general level of interest rates would increase our net interest income by 0.10%, while a 100 basis-point instantaneous and parallel decrease in interest rates would decrease net interest income by 0.87%. As of December 31, 2025, we estimated that over the next three years, on a cumulative basis, a 200 basis-point instantaneous and parallel increase in the general level of interest rates would decrease our net interest income by 0.32%, while a 100 basis-point instantaneous and parallel decrease in interest rates would increase net interest income by 1.04%.
An EVE analysis is also used to dynamically model the present value of asset and liability cash flows with instantaneous and parallel rate shocks of up 200 basis points and down 100 basis points. The EVE is likely to be different as interest rates change. Our EVE as of March 31, 2026, would decrease by 7.41% with an instantaneous and parallel rate shock of up 200 basis points, and increase by 0.84% with an instantaneous and parallel rate shock of down 100 basis points. Our EVE as of December 31, 2025, would decrease by 7.12% with an instantaneous and parallel rate shock of up 200 basis points, and increase by 0.28% with an instantaneous and parallel rate shock of down 100 basis-points.
The change in interest rate sensitivity was impacted by changes in overall market interest rates, updates to certain model assumptions, changes in short and intermediate-term fixed rate funding and by the deposit mix shift into certificates of deposit, from both noninterest-bearing and interest-bearing non-maturity deposits.
The following table illustrates the most recent results for EVE and one-year net interest income ("NII") sensitivity as of March 31, 2026.
| Interest Rates |
Estimated |
Estimated Change in EVE |
Interest Rates |
Estimated |
Estimated Change in NII |
||||||||||||||||||||||||
| (basis points) |
EVE |
Amount |
% |
(basis points) |
NII |
Amount |
% |
||||||||||||||||||||||
| +300 | $ | 1,687,207 | $ | (246,330 | ) | (12.74 | ) | 300 | $ | 441,780 | $ | (37,256 | ) | (7.78 | ) | ||||||||||||||
| +200 | 1,790,232 | (143,305 | ) | (7.41 | ) | 200 | 456,492 | (22,544 | ) | (4.71 | ) | ||||||||||||||||||
| +100 | 1,892,733 | (40,804 | ) | (2.11 | ) | 100 | 470,255 | (8,781 | ) | (1.83 | ) | ||||||||||||||||||
| 0 | 1,933,537 | - | - | 0 | 479,036 | - | - | ||||||||||||||||||||||
| -100 | 1,949,806 | 16,269 | 0.84 | -100 | 492,120 | 13,084 | 2.73 | ||||||||||||||||||||||
| -200 | 1,917,243 | (16,294 | ) | (0.84 | ) | -200 | 507,368 | 28,332 | 5.91 | ||||||||||||||||||||
| -300 | 1,827,556 | (105,981 | ) | (5.48 | ) | -300 | 518,490 | 39,454 | 8.24 | ||||||||||||||||||||
Certain model limitations are inherent in the methodology used in the EVE and net interest income measurements. The models require the making of certain assumptions which may tend to oversimplify the way actual yields and costs respond to changes in market interest rates. The models assume that the composition of the Company’s interest sensitive assets and liabilities existing at the beginning of a period remain constant over the period being measured, thus they do not consider the Company’s strategic plans, or any other steps it may take to respond to changes in rates over the forecasted period of time. Additionally, the models assume immediate changes in interest rates, based on yield curves as of a point-in-time, which are reflected in a parallel, instantaneous and uniform manner across all yield curves, when in reality changes may rarely be of this nature. The models also utilize data derived from historical performance and as interest rates change the actual performance of loan prepayments, rate sensitivities, and average life assumptions may deviate from assumptions utilized in the models and can impact the results. Accordingly, although the above measurements provide an indication of the Company’s interest rate risk exposure at a particular point in time, such measurements are not intended to provide a precise forecast of the effect of changes in market interest rates. Given the nature and speed with which interest rates change, the projections noted above on the Company’s EVE and net interest income can be expected to differ from actual results.
Estimates of Fair Value
The estimation of fair value is significant to a number of the Company’s assets, including loans held-for-sale and available-for-sale securities. These are all recorded at either fair value or the lower of cost or fair value. Fair values are volatile and may be influenced by a number of factors. Circumstances that could cause estimates of the fair value of certain assets and liabilities to change include a change in prepayment speeds, discount rates, or market interest rates. Fair values for most available-for-sale securities are based on quoted market prices. If quoted market prices are not available, fair values are based on judgments regarding future expected loss experience, current economic condition risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Impact of Inflation and Changing Prices
The consolidated financial statements and notes thereto presented elsewhere herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations; unlike most industrial companies, nearly all of the Company’s assets and liabilities are monetary. As a result, interest rates have a greater impact on performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
Liquidity
Management actively monitors and manages its liquidity position to determine any current or potential future liquidity needs. Liquidity is a measure of a bank’s ability to fund loans, withdrawals or maturities of deposits, and other cash outflows in a cost-effective manner. Our principal sources of funds are deposits, scheduled amortization and prepayments of loan principal, maturities of investment securities, and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flow and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.
Liquidity and funding needs are managed through the Bank's Treasury functions and the Asset Liability Committee. An internal policy addresses liquidity and funds management and management monitors the adherence to policy limits to satisfy current and potential future cash flow needs. The policy includes internal limits, deposit concentrations, liquidity sources and availability, stress testing, collateral management, contingency funding plan and other qualitative and quantitative metrics.
As of March 31, 2026, the amount of liquid assets remained at a level management deemed adequate to ensure that, on a short and long-term basis, contractual liabilities, depositors’ withdrawal requirements, and other operational and client credit needs could be satisfied. As of March 31, 2026, liquid assets (cash and due from banks, interest-bearing deposits with banks and unencumbered investment securities) were $772.0 million, which represented 5.4% of total assets and 6.3% of total deposits and borrowings, compared to $874.4 million as of December 31, 2025, which represented 6.2% of total assets and 7.2% of total deposits and borrowings. As of March 31, 2026, not included in the above liquid assets were securities with a market value of $95.0 million which were pledged to the FHLB and securities with a market value of $133.9 million which were pledged to the Federal Reserve Bank of New York, which supported aggregate unutilized borrowing capacity of $215.8 million and $223.3 million, respectively as of March 31, 2026 and December 31, 2025.
The Bank is a member of the FHLB of New York and, based on available qualified collateral as of March 31, 2026, had the ability to borrow $3.8 billion. The Bank also has a credit facility established with the Federal Reserve Bank of New York for direct discount window borrowings based on pledged collateral and had the ability to borrow $2.3 billion as of March 31, 2026. In addition, as of March 31, 2026, the Bank had in place borrowing capacity of $280.0 million through correspondent banks and other unsecured borrowing lines. As of March 31, 2026, the Bank had aggregate available and unused credit of approximately $4.4 billion, which represents the aforementioned facilities totaling $6.3 billion net of $1.9 billion in outstanding borrowings and letters of credit. As of March 31, 2026, outstanding commitments for the Bank to extend credit were approximately $1.4 billion.
Cash and cash equivalents totaled $344.5 million as of March 31, 2026, decreasing by $36.4 million from $380.9 million as of December 31, 2025. Operating activities provided $15.3 million in net cash. Investing activities used $233.1 million in net cash, a net increase in loans $273.3 million and investment purchases of $45.3 million and were partially offset by investment maturities, calls and principal repayments of $89.6 million .Financing activities provided $181.3 million in net cash, primarily reflecting a net increase in deposits of $272.3 million and were partially offset by net repayments of FHLB borrowings of $76.0 million.
Deposits
Deposits serve as our primary source of funding. The Company offers a comprehensive suite of products including noninterest-bearing demand, interest-bearing checking, money market, and savings accounts, as well as time deposits with maturities generally ranging from 31 days to 60 months. We supplement core funding with brokered certificates of deposit and internet listing service deposits for asset-liability management purposes.
To support clients with balances exceeding standard FDIC insurance limits, we utilize reciprocal deposit networks. This primarily includes the IntraFi Network LLC for the placement of Certificate of Deposit Account Registry Service ("CDARS") and Insured Cash Sweep ("ICS") accounts. Through these networks, large-dollar deposits are placed into accounts at other participating banks in increments below the FDIC insurance limit to ensure full principal and interest coverage.
During the first quarter of 2026, the Company expanded these capabilities by launching a partnership with the National Bank InterDeposit Company (“NBID”) network, operated by ModernFi. We are currently in the initial stages of transitioning select client funds to this network to further diversify our reciprocal deposit options. While the financial impact of this transition was not material to our results of operations or liquidity position for the three months ended March 31, 2026, we anticipate utilizing this platform to complement our existing reciprocal programs in future periods.
The following table sets forth the average balances and weighted average rates of our deposits for the periods indicated.
| Quarter-to-Date Average March 31, 2026 | Quarter-to-Date Average March 31, 2025 | |||||||||||||||
| Balance |
Rate |
Balance |
Rate |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Demand, noninterest-bearing |
$ | 2,384,883 | - | % | $ | 1,305,722 | - | % | ||||||||
| Demand, interest-bearing & NOW |
4,981,919 | 2.66 | 3,231,342 | 2.96 | ||||||||||||
| Savings |
1,014,568 | 2.52 | 656,789 | 3.23 | ||||||||||||
| Time |
2,901,327 | 3.73 | 2,480,990 | 4.11 | ||||||||||||
| Total average deposits |
$ | 11,282,697 | 2.36 | % | $ | 7,674,843 | 2.85 | % | ||||||||
Average total deposits increased by $3.6 billion, or 47.0%, during the three months ended March 31, 2026 when compared to the prior-year period. The increase in total average deposits was due to a $1.8 billion increase in demand, interest-bearing and NOW deposits, a $1.1 billion increase in noninterest-bearing deposits, a $0.4 billion increase in savings deposits and a $0.4 billion increase in time deposits. The increase in all quarter-to-date average deposit categories was primarily due to the merger with FLIC.
The increase in average time deposits of $0.4 billion during the three months ended March 31, 2026 was primarily due to a $0.5 billion increase in retail time deposits, partially offset by a $0.1 billion dollar decrease in nonreciprocal brokered certificates of deposit. Average nonreciprocal brokered certificates of deposit included in total time deposits were $0.8 billion for the three months ended March 31, 2026, compared to $0.9 billion for the prior-year period.
Average aggregate demand deposits included $1.2 billion and $1.1 billion in ICS reciprocal deposits during the three months ended March 31, 2026 and March 31, 2025, respectively.
The deposit beta—the measurement of rate sensitivity in response to market changes—on nonreciprocal brokered certificates of deposit tends to be higher than that of ICS and CDARS reciprocal deposits. This is because nonreciprocal brokered funds are more directly correlated to prevailing market rates, whereas reciprocal deposits reflect deeper client relationships and a primary focus on FDIC insurance coverage rather than market-leading yields.
The following table sets forth information related to the uninsured deposit balances of the Bank.
| March 31, 2026 |
December 31, 2025 |
|||||||
| Balance |
Balance |
|||||||
| (dollars in thousands) |
||||||||
| As stated in FFIEC 041-Consolidated Report of Condition, schedule RC-O: |
||||||||
| Total Bank unconsolidated deposits (including affiliate and subsidiary accounts) |
$ | 11,692,395 | $ | 11,423,825 | ||||
| Estimated uninsured deposits |
5,294,813 | 5,150,662 | ||||||
| The Company, on a consolidated basis: |
||||||||
| Total deposits |
$ | 11,513,053 | $ | 11,240,615 | ||||
| Estimated uninsured deposits (excluding affiliate and subsidiary accounts) |
5,011,607 | 4,860,186 | ||||||
The following table sets forth the distribution of total actual deposit accounts, by account types for the periods indicated.
| March 31, 2026 |
December 31, 2025 |
|||||||||||||||
| Amount |
Percent of total |
Amount |
Percent of total |
|||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Demand, noninterest-bearing |
$ | 2,393,938 | 20.7 | % | $ | 2,420,397 | 21.5 | % | ||||||||
| Demand, interest-bearing & NOW |
5,097,518 | 44.3 | 4,992,696 | 44.4 | ||||||||||||
| Savings |
1,010,626 | 8.8 | 1,030,645 | 9.2 | ||||||||||||
| Time |
3,010,971 | 26.2 | 2,796,877 | 24.9 | ||||||||||||
| Total deposits |
$ | 11,513,053 | 100.0 | % | $ | 11,240,615 | 100.0 | % | ||||||||
Total deposits increased by $0.3 billion, or 2.4%, when compared to December 31, 2025. The increase in total deposits was primarily due to a $0.2 billion increase in time deposits and a $0.1 billion increase in demand, interest-bearing and NOW deposits.
Aggregate demand deposits included $1.2 billion in ICS reciprocal deposits as of both March 31, 2026 and December 31, 2025.
Included in time deposits were nonreciprocal brokered certificates of deposit of $0.9 billion as of March 31, 2026 and $0.7 billion as of December 31, 2025.
As of March 31, 2026, we held $1.0 billion of time deposits with balances greater than $250,000. The following table provides information on the maturity distribution of the time deposits with balances greater than $250,000 as of March 31, 2026:
| March 31, 2026 |
||||
| (dollars in thousands) |
||||
| 3 months or less |
$ | 375,782 | ||
| Over 3 to 6 months |
313,490 | |||
| Over 6 to 12 months |
315,578 | |||
| Over 12 months |
38,358 | |||
| Total |
$ | 1,043,208 | ||
Subordinated Debentures
During December 2003, Center Bancorp Statutory Trust II, a statutory business trust and wholly owned subsidiary of the Parent Corporation issued $5.0 million of MMCapS capital securities to investors due on January 23, 2034. The trust loaned the proceeds of this offering to the Parent Corporation and received in exchange $5.2 million of the Parent Corporation’s subordinated debentures. The subordinated debentures are redeemable in whole or part prior to maturity. Upon the cessation of publication of LIBOR rates and pursuant to the Federal LIBOR Act and Federal Reserve regulations implementing the Act, the MMCapS capital securities converted as of June 30, 2023 to a new index based on CME Term SOFR, as defined in the LIBOR Act, plus a tenor spread adjustment, which is referred to as the Benchmark Replacement. Effective for quarterly interest rate resets after July 3, 2023 the subordinated debentures' floating rate will be three-month CME Term SOFR plus 2.85% plus a tenor spread adjustment of 0.26161%. The rate as of March 31, 2026 was 6.78%.
During May 2025, the Parent Corporation issued $200 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the "2025 Notes"). The 2025 Notes bear interest at 8.125% annually from, and including, the date of initial issuance up to but excluding June 1, 2030 or the date of earlier redemption, payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2025. From and including June 1, 2030 through maturity or earlier redemption, the interest rate shall reset quarterly to an interest rate per annum equal to a benchmark rate, which is Three-Month Term SOFR, plus 441.5 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2030. Notwithstanding the foregoing, if the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.
Stockholders’ Equity
The Company’s stockholders’ equity increased by $18.2 million when compared to December 31, 2025. The increase in total stockholders’ equity was primarily due to an increase in retained earnings of $27.3 million, partially offset by an increase in the AOCI of $6.2 million. As of March 31, 2026, the Company’s tangible common equity ratio and tangible book value per share were 8.64% and $23.93, respectively, compared to 8.62% and $23.52, respectively, as of December 31, 2025. Total goodwill and other intangible assets were $277.3 million as of March 31, 2026, and $280.2 million as of December 31, 2025.
The following table reconciles common equity to tangible common equity and the tangible common equity ratio.
| March 31, 2026 |
December 31, 2025 |
|||||||
| (dollars in thousands, except for per share data) |
||||||||
| Stockholders equity |
$ | 1,591,547 | $ | 1,573,340 | ||||
| Less: preferred stock |
(110,927 | ) | (110,927 | ) | ||||
| Common equity |
$ | 1,480,620 | $ | 1,462,413 | ||||
| Less: intangible assets |
(277,313 | ) | (280,158 | ) | ||||
| Tangible common stockholders’ equity |
$ | 1,203,307 | $ | 1,182,255 | ||||
| Total assets |
$ | 14,209,561 | $ | 14,002,700 | ||||
| Less: intangible assets |
(277,313 | ) | (280,158 | ) | ||||
| Tangible assets |
$ | 13,932,248 | $ | 13,722,542 | ||||
| Common stock outstanding at period end |
50,288,494 | 50,271,854 | ||||||
| Tangible common equity ratio (1) |
8.64 | % | 8.62 | % | ||||
| Book value per common share |
$ | 29.44 | $ | 29.09 | ||||
| Less: intangible assets |
5.51 | 5.57 | ||||||
| Tangible book value per common share |
$ | 23.93 | $ | 23.52 | ||||
| (1) |
Tangible common equity ratio is tangible common equity divided by tangible assets and is a non-GAAP measure. |
Regulatory Capital and Capital Adequacy
The maintenance of a solid capital foundation is a primary goal for the Company. Accordingly, capital plans, stock repurchases and dividend policies are monitored on an ongoing basis. The Company’s objective with respect to the capital planning process is to effectively balance the retention of capital to support future growth with the goal of providing stockholders with an attractive long-term return on their investment.
The Company and the Bank are subject to regulatory guidelines establishing minimum capital standards that involve quantitative measures of assets, and certain off-balance sheet items, as risk-adjusted assets under regulatory accounting practices.
The following is a summary of regulatory capital amounts and ratios as of March 31, 2026 for the Company and the Bank, compared with minimum capital adequacy requirements and the regulatory requirements for classification as a well-capitalized depository institution (for the Bank).
| For Capital Adequacy Purposes | To Be Well-Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||||
| The Company |
Amount |
Ratio |
Amount |
Ratio |
Amount |
Ratio |
||||||||||||||||||
| As of March 31, 2026 |
(dollars in thousands) |
|||||||||||||||||||||||
| Tier 1 leverage capital |
$1,346,391 | 9.79% |
$550,167 | 4.00% |
N/A | N/A | ||||||||||||||||||
| CET I risk-based ratio |
1,230,309 | 10.23 | 541,345 | 4.50 | N/A | N/A | ||||||||||||||||||
| Tier 1 risk-based capital |
1,346,391 | 11.19 | 721,794 | 6.00 | N/A | N/A | ||||||||||||||||||
| Total risk-based capital |
1,661,586 | 13.81 | 962,392 | 8.00 | N/A | N/A | ||||||||||||||||||
N/A - not applicable
| For Capital Adequacy Purposes | To Be Well-Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||||
| The Bank |
Amount |
Ratio |
Amount |
Ratio |
Amount |
Ratio |
||||||||||||||||||
| As of March 31, 2026 |
(dollars in thousands) |
|||||||||||||||||||||||
| Tier 1 leverage capital |
$1,486,281 | 10.81% |
$549,808 | 4.00% |
$687,260 | 5.00% |
||||||||||||||||||
| CET I risk-based ratio |
1,486,281 | 12.36 | 541,283 | 4.50 | 781,853 | 6.50 | ||||||||||||||||||
| Tier 1 risk-based capital |
1,486,281 | 12.36 | 721,710 | 6.00 | 962,280 | 8.00 | ||||||||||||||||||
| Total risk-based capital |
1,604,581 | 13.34 | 962,280 | 8.00 | 1,202,850 | 10.00 | ||||||||||||||||||
As of March 31, 2026, both the Company and Bank satisfy the capital conservation buffer requirements applicable to them. The lowest ratio at the Company is the Tier 1 Risk Based Capital Ratio which was 2.69 percentage points above the minimum buffer ratio and, at the Bank, the lowest ratio was the Total Risk Based Capital Ratio which was 2.84 percentage points above the minimum buffer ratio.
Item 3. Qualitative and Quantitative Disclosures about Market Risks
Market Risk
Interest rate risk management is our primary market risk. See “Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Sensitivity Analysis” herein for a discussion of our management of our interest rate risk.
Item 4. Controls and Procedures
a) Disclosure controls and procedures. As of the end of the Company’s most recently completed fiscal quarter covered by this report, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and are operating in an effective manner and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
b) Changes in internal controls over financial reporting. There have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On August 28, 2024, FLIC filed an 8-K disclosing that its subsidiary, FNBLI was notified by a customer of suspicious wire transfer activity in July 2024 involving the customer's bank accounts. According to the 8-K, the wire transfer activity arose as the result of unauthorized access to banking information within the customer's control. FLIC completed an investigation with the assistance of a digital forensic investigations firm, which did not yield evidence of unauthorized network activity.
The net amount of funds at issue, after the initial return of recalled wires, involved in the suspicious wire transfer activity is approximately $11.1 million.
On January 22, 2025, the customer filed suit against FLIC and FNBLI claiming damages of approximately $11.1 million. The Company and the Bank, as the successors to FLIC and FNBLI, vehemently disagree with the customer’s allegations and intend to vigorously defend these claims. FLIC, and so the Company, has been dismissed from the case, while it proceeds against the Bank as successor to FNBLI.
Item 1a. Risk Factors
There have been no material changes to the risks inherent in our business from those described under Item 1A – Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Program
| Authorized |
Total Number of Shares Purchased |
Average Price Paid per Share |
Cumulative Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||||||
| - | - | n/a | - | 641,118 | ||||||||||||||||
| January 1, 2026 - January 31, 2026 |
- | - | - | - | 641,118 | |||||||||||||||
| February 1, 2026 - February 28, 2026 |
- | 40,000 | $ | 27.15 | 40,000 | 601,118 | ||||||||||||||
| March 1, 2026 - March 31, 2026 |
- | 50,000 | $ | 25.64 | 90,000 | 551,118 | ||||||||||||||
Historically, repurchases have been made from time to time as, in the opinion of management, market conditions warranted, in the open market or in privately negotiated transactions. During the quarter ended March 31, 2026, the Company repurchased 90,000 shares. As of March 31, 2026, shares remaining for repurchase under the program were 551,118.
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Mine Safety Disclosures
Not applicable
Item 5 Other Information
applicable
Item 6. Exhibits
| Exhibit No. |
Description |
|
|
|
||
| 31.1 |
Certification of the Chief Executive Officer of the Parent Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
| 31.2 |
Certification of the Chief Financial Officer of the Parent Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
| 32.1 |
Certification of the Chief Executive Officer of the Parent Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
| 32.2 |
Certification of the Chief Financial Officer of the Parent Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
| 101.INS |
Inline XBRL Instance Document |
|
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
|
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.
CONNECTONE BANCORP, INC.
(Registrant)
| By: |
/s/ Frank Sorrentino III |
By: |
/s/ William S. Burns |
|
| Frank Sorrentino III |
William S. Burns |
|||
| Chairman and Chief Executive Officer |
Senior Executive Vice President and Chief Financial Officer |
|||
| Date: May 5, 2026 |
Date: May 5, 2026 |