Majority owner of Greene County Bancorp (NASDAQ: GCBC) cleared to waive dividends

Rhea-AI Filing Summary

Greene County Bancorp, Inc. reports that its mutual holding company, Greene County Bancorp, MHC, received nonobjection from the Federal Reserve Bank of Philadelphia to waive its right to receive dividends aggregating up to $0.64 per share on the Company’s common stock.

The waiver covers dividends paid over four quarters ending on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. The MHC, which owns 54.1% of the Company, has indicated it intends, subject to its cash flow needs, to waive these dividends, allowing more cash to remain at the Company level.

Insights

Bank capital and dividends analyst

Regulatory nonobjection lets the MHC skip dividends, supporting retained capital.

Greene County Bancorp, MHC, the 54.1% owner of Greene County Bancorp, Inc., obtained Federal Reserve nonobjection to waive dividends totaling up to $0.64 per share over four specified 2026 quarters. This affects only the MHC’s entitlement, not the Company’s ability to declare dividends.

When a majority mutual holding company waives dividends, more cash can stay within the bank organization instead of being paid out on its majority stake. The MHC’s stated intention, subject to its own cash flow needs, is to waive these dividends, so actual impact will depend on future dividend declarations and the MHC’s ultimate waiver decisions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 19, 2026

GREENE COUNTY BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

United States		0-25165		14-1809721
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

302 Main Street, Catskill NY		12414
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:          (518) 943-2600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of class	Trading symbol	Name of exchange on which registered Common
Common Stock, $0.10 par value	GCBC	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 8.01 Other Events

On March 19, 2026, Greene County Bancorp, MHC (the “MHC”), the mutual holding company and the 54.1% majority owner of Greene County Bancorp, Inc. (the “Company”), received the nonobjection of the Federal Reserve Bank of Philadelphia to waive its right to receive dividends, aggregating up to $0.64 per share, paid by the Company during the four quarters ending with the quarters that end on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026.

As has been previously disclosed, subject to cash flow needs, it is the MHC’s intention to waive the dividends declared and paid by the Company on its common stock during these quarters.

Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, and competition. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

Exhibit Number	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, hereunto duly authorized.

		GREENE COUNTY BANCORP, INC.
DATE:  March 20, 2026	By:	/s/ Donald E. Gibson
		Donald E. Gibson
		President and Chief Executive Officer

FAQ

What did Greene County Bancorp, Inc. (GCBC) announce regarding dividend waivers?

Greene County Bancorp, Inc. announced that its mutual holding company received Federal Reserve nonobjection to waive its right to dividends aggregating up to $0.64 per share over four quarters in 2026. This applies only to the MHC’s majority stake, not to other shareholders’ dividends.

Which quarters are covered by Greene County Bancorp MHC’s dividend waiver approval?

The approval covers dividends paid for four quarters ending on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. During these periods, the mutual holding company may waive dividends on its shares, subject to its cash flow needs.

How much in dividends can Greene County Bancorp MHC waive under this approval?

The mutual holding company can waive dividends aggregating up to $0.64 per share on Greene County Bancorp, Inc. common stock over the four specified 2026 quarters. This figure represents the total dividend amount per share potentially subject to waiver during that timeframe.

What is Greene County Bancorp MHC’s ownership stake in GCBC?

Greene County Bancorp, MHC is described as the 54.1% majority owner of Greene County Bancorp, Inc. This means the MHC holds slightly more than half of the Company’s common stock, making its dividend waiver decision significant for overall cash distributions.

Does the dividend waiver approval change Greene County Bancorp’s dividend policy for other shareholders?

The approval allows only the mutual holding company to waive dividends on its shares. It does not alter Greene County Bancorp, Inc.’s ability to declare and pay dividends to other shareholders, although the MHC has indicated its intention to waive dividends, subject to its cash flow needs.

Why does Greene County Bancorp include forward-looking statement language in this disclosure?

The Company includes forward-looking statement language because its plans and expectations, such as the MHC’s intention to waive dividends, depend on future conditions. It cites risks like economic conditions, interest rates, regulation, and competition that could cause actual outcomes to differ materially from current expectations.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB