UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~December 31, 2023


o			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 001-37399

KEARNY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)


Maryland			30-0870244
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

120 Passaic Ave., Fairfield, New Jersey			07004
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code

973-244-4500

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

KRNY

The NASDAQ Stock Market LLC

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. Yes x No o

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). Yes x No o

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~April 28, 2023.~~January 31, 2024.

$0.01 par value common stock — ~~66,083,509~~64,436,995 shares outstanding

~~Index~~Table of Contents

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

~~INDEX~~TABLE OF CONTENTS


		Page Number
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition at ~~March~~December 31, 2023 (Unaudited) and June 30, ~~2022~~2023	1

	Consolidated Statements of Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2023 and ~~March~~December 31, 2022 (Unaudited)	2

	Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2023 and ~~March~~December 31, 2022 (Unaudited)	3

	Consolidated Statements of Changes in Stockholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2023 and ~~March~~December 31, 2022 (Unaudited)	4

	Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~March~~December 31, 2023 and ~~March~~December 31, 2022 (Unaudited)	6

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	4849

Item 4.	Controls and Procedures	4950

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	5051

Item 1A.	Risk Factors	5051

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51

Item 3.	Defaults Upon Senior Securities	51

Item 4.	Mine Safety Disclosures	51

Item 5.	Other Information	51

Item 6.	Exhibits	52

SIGNATURES		53

~~Index~~Table of Contents

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In Thousands, Except Share and Per Share Data)


		March 31, 2023		June 30, 2022
		(Unaudited)
	December 31, 2023					December 31, 2023	June 30, 2023
	(Unaudited)
Assets	Assets
Assets
Assets
Cash and amounts due from depository institutions
Cash and amounts due from depository institutions
Cash and amounts due from depository institutions	Cash and amounts due from depository institutions	$	18,520	$	26,094
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	176,048		75,521
Cash and cash equivalents	Cash and cash equivalents	194,568		101,615
Investment securities available for sale (amortized cost of $1,408,194 and $1,462,124, respectively)		1,267,066		1,344,093
Investment securities held to maturity (fair value of $136,125 and $108,118, respectively)		149,764		118,291
Investment securities available for sale (amortized cost of $1,268,632 and $1,383,867, respectively)
Investment securities held to maturity (fair value of $127,877 and $131,169, respectively)
Loans held-for-sale	Loans held-for-sale	5,401		28,874
Loans receivable	Loans receivable	5,966,325		5,417,845
Less: allowance for credit losses on loans	Less: allowance for credit losses on loans	(49,122)		(47,058)
Net loans receivable	Net loans receivable	5,917,203		5,370,787
Premises and equipment	Premises and equipment	49,589		53,281
Federal Home Loan Bank (“FHLB”) of New York stock	Federal Home Loan Bank (“FHLB”) of New York stock	76,319		47,144
Accrued interest receivable	Accrued interest receivable	28,794		20,466
Goodwill	Goodwill	210,895		210,895
Core deposit intangibles	Core deposit intangibles	2,590		3,020
Bank owned life insurance	Bank owned life insurance	291,220		289,177
Deferred income tax assets, net	Deferred income tax assets, net	53,151		49,350
Other real estate owned	Other real estate owned	13,410		178
Other assets	Other assets	89,366		82,712
Total Assets	Total Assets	$	8,349,336	$	7,719,883

Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity
Liabilities and Stockholders' Equity
Liabilities and Stockholders' Equity
Liabilities
Liabilities
Liabilities	Liabilities
Deposits:	Deposits:
Deposits:
Deposits:
Non-interest-bearing
Non-interest-bearing
Non-interest-bearing	Non-interest-bearing	$	617,778	$	653,899
Interest-bearing	Interest-bearing	5,185,626		5,208,357
Total deposits	Total deposits	5,803,404		5,862,256
Borrowings	Borrowings	1,611,692		901,337
Advance payments by borrowers for taxes	Advance payments by borrowers for taxes	18,706		16,746
Other liabilities	Other liabilities	49,304		45,544
Total Liabilities	Total Liabilities	7,483,106		6,825,883

Stockholders' Equity	Stockholders' Equity
Stockholders' Equity
Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized; none issued and outstanding	Preferred stock, $0.01 par value, 100,000,000 shares authorized; none issued and outstanding	—		—
Common stock, $0.01 par value; 800,000,000 shares authorized; 66,679,988 shares and 68,666,323 shares issued and outstanding, respectively		667		687
Preferred stock, $0.01 par value, 100,000,000 shares authorized; none issued and outstanding
Preferred stock, $0.01 par value, 100,000,000 shares authorized; none issued and outstanding
Common stock, $0.01 par value; 800,000,000 shares authorized; 64,445,270 shares and 65,864,075 shares issued and outstanding, respectively
Paid-in capital	Paid-in capital	509,359		528,396
Retained earnings	Retained earnings	452,605		445,451
Unearned employee stock ownership plan shares; 2,408,373 shares and 2,558,895 shares, respectively		(23,348)		(24,807)
Unearned employee stock ownership plan shares; 2,257,850 shares and 2,358,198 shares, respectively
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(73,053)		(55,727)
Total Stockholders' Equity	Total Stockholders' Equity	866,230		894,000
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	8,349,336	$	7,719,883

See notes to unaudited consolidated financial statements.

- 1 -

~~Index~~Table of Contents

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In Thousands, Except Per Share Data)

(Unaudited)


			Three Months Ended March 31,				Nine Months Ended March 31,
			2023		2022		2023		2022
		Three Months Ended December 31,													Three Months Ended December 31,					Six Months Ended December 31,
		2023											2023			2022		2023			2022
Interest Income	Interest Income
Loans
Loans
Loans	Loans		$	60,172	$	45,846	$	171,103	$	141,651
Taxable investment securities	Taxable investment securities		15,459		8,024		39,119		23,831
Tax-exempt investment securities	Tax-exempt investment securities		99		316		603		976
Other interest-earning assets	Other interest-earning assets		1,441		415		3,207		1,261
Total Interest Income	Total Interest Income		77,171		54,601		214,032		167,719

Interest Expense	Interest Expense
Interest Expense
Interest Expense
Deposits
Deposits
Deposits	Deposits		22,246		3,565		51,937		11,293
Borrowings	Borrowings		12,554		3,309		26,410		10,422
Total Interest Expense	Total Interest Expense		34,800		6,874		78,347		21,715
Net Interest Income	Net Interest Income		42,371		47,727		135,685		146,004
Provision for (reversal of) credit losses			451		(3,920)		2,792		(11,740)
Net Interest Income after Provision for (Reversal of) Credit Losses			41,920		51,647		132,893		157,744
Provision for credit losses
Net Interest Income after Provision for Credit Losses

Non-Interest Income	Non-Interest Income
Non-Interest Income
Non-Interest Income
Fees and service charges	Fees and service charges		910		617		2,407		1,922
Gain (loss) on sale and call of securities			—		3		(15,227)		4
(Loss) gain on sale of loans			(2,373)		376		(1,844)		2,352
Gain on sale of other real estate owned			—		14		—		14
Fees and service charges
Fees and service charges
Loss on sale and call of securities
Gain on sale of loans
Loss on write down of other real estate owned
Income from bank owned life insurance	Income from bank owned life insurance		1,581		1,511		7,040		4,634
Electronic banking fees and charges	Electronic banking fees and charges		457		432		1,360		1,260

Other income	Other income		1,071		238		5,349		938
Other income
Other income
Total Non-Interest Income	Total Non-Interest Income		1,646		3,191		(915)		11,124

Non-Interest Expense	Non-Interest Expense
Non-Interest Expense
Non-Interest Expense
Salaries and employee benefits
Salaries and employee benefits
Salaries and employee benefits	Salaries and employee benefits		18,005		19,184		58,274		55,897
Net occupancy expense of premises	Net occupancy expense of premises		3,097		3,223		9,174		10,926
Equipment and systems	Equipment and systems		3,537		3,822		11,066		11,370
Advertising and marketing	Advertising and marketing		413		516		1,891		1,356
Federal deposit insurance premium	Federal deposit insurance premium		1,546		480		3,678		1,693
Directors' compensation	Directors' compensation		340		340		1,019		1,792

Other expense	Other expense		3,414		3,058		9,888		9,062

Other expense

Other expense
Total Non-Interest Expense	Total Non-Interest Expense		30,352		30,623		94,990		92,096
Income before Income Taxes			13,214		24,215		36,988		76,772
(Loss) Income before Income Taxes
Income tax expense	Income tax expense		2,902		6,522		8,190		20,595
Net Income			$	10,312	$	17,693	$	28,798	$	56,177
Net (Loss) Income

Net Income per Common Share (EPS)
Net (Loss) Income per Common Share (EPS)
Net (Loss) Income per Common Share (EPS)
Net (Loss) Income per Common Share (EPS)
Basic
Basic
Basic	Basic		$	0.16	$	0.25	$	0.44	$	0.78
Diluted	Diluted		$	0.16	$	0.25	$	0.44	$	0.78
Weighted Average Number of Common Shares Outstanding	Weighted Average Number of Common Shares Outstanding
Basic	Basic		64,769		69,790		65,181		72,130
Basic
Basic												62,299		65,030			62,657		65,383
Diluted	Diluted		64,783		69,817		65,191		72,154		Diluted	62,299		65,038			62,657		65,393

See notes to unaudited consolidated financial statements.

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~~Index~~Table of Contents

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands, Unaudited)

Three Months Ended
March 31, Nine Months Ended
March 31,
2023 2022 2023 2022
Net Income $ 10,312 $ 17,693 $ 28,798 $ 56,177
Other Comprehensive Income (Loss), net of tax:
Net unrealized gain (loss) on securities available for sale 6,903 (41,922) (27,299) (52,354)
Net realized (gain) loss on sale and call of securities available for sale — (2) 10,811 (3)
Fair value adjustments on derivatives (10,931) 17,387 (806) 23,227
Benefit plan adjustments (4) 14 (32) 37
Total Other Comprehensive Loss (4,032) (24,523) (17,326) (29,093)
Total Comprehensive Income (Loss) $ 6,280 $ (6,830) $ 11,472 $ 27,084


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Net (Loss) Income	$	(13,827)	$	1,951	$	(3,985)	$	18,486
Other Comprehensive (Loss) Income, net of tax:
Net unrealized gain (loss) on securities available for sale	29,909		977		9,674		(34,202)
Net realized loss on sale and call of securities available for sale	12,876		10,811		12,876		10,811
Fair value adjustments on derivatives	(20,129)		(4,465)		(16,836)		10,125
Benefit plan adjustments	(10)		(4)		(88)		(28)
Total Other Comprehensive Income (Loss)	22,646		7,319		5,626		(13,294)
Total Comprehensive Income	$	8,819	$	9,270	$	1,641	$	5,192

See notes to unaudited consolidated financial statements.

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~~Index~~Table of Contents

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands, Except Per Share Data, Unaudited)

Common Stock Paid-In
Capital Retained
Earnings Unearned
ESOP
Shares Accumulated
Other
Comprehensive
Income (Loss) Total
Shares Amount
Balance - December 31, 2021 73,453 $ 735 $ 587,392 $ 431,549 $ (25,780) $ 1,574 $ 995,470
Net income — — — 17,693 — — 17,693
Other comprehensive loss, net of income tax — — — — — (24,523) (24,523)
ESOP shares committed to be released (51 shares) — — 180 — 486 — 666
Stock repurchases (2,020) (21) (26,948) — — — (26,969)
Stock-based compensation expense — — 676 — — — 676
Cancellation of shares issued for restricted stock awards (9) — (124) — — — (124)
Cash dividends declared ($0.11 per common share) — — — (7,720) — — (7,720)
Balance - March 31, 2022 71,424 $ 714 $ 561,176 $ 441,522 $ (25,294) $ (22,949) $ 955,169


	Common Stock			Paid-In Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance - September 30, 2022	67,938	$	680	$	520,245	$	454,710	$	(24,321)	$	(76,340)	$	874,974
Net income	—	—		—		1,951		—		—		1,951
Other comprehensive income, net of income tax	—	—		—		—		—		7,319		7,319
ESOP shares committed to be released (50 shares)	—	—		16		—		487		—		503
Stock repurchases	(550)	(6)		(5,739)		—		—		—		(5,745)

Stock-based compensation expense	—	—		810		—		—		—		810

Cash dividends declared ($0.11 per common share)	—	—		—		(7,172)		—		—		(7,172)
Balance - December 31, 2022	67,388	$	674	$	515,332	$	449,489	$	(23,834)	$	(69,021)	$	872,640

Common Stock Paid-In
Capital Retained
Earnings Unearned
ESOP
Shares Accumulated
Other
Comprehensive
Income (Loss) Total
Shares Amount
Balance - June 30, 2021 78,965 $ 790 $ 654,396 $ 408,367 $ (26,753) $ 6,144 $ 1,042,944
Net income — — — 56,177 — — 56,177
Other comprehensive loss, net of income tax — — — — — (29,093) (29,093)
ESOP shares committed to be released (151 shares) — — 486 — 1,459 — 1,945
Stock repurchases (7,468) (75) (95,892) — — — (95,967)
Stock-based compensation expense — — 3,117 — — — 3,117
Cancellation of shares issued for restricted stock awards (73) (1) (931) — — — (932)
Cash dividends declared ($0.32 per common share) — — — (23,022) — — (23,022)
Balance - March 31, 2022 71,424 $ 714 $ 561,176 $ 441,522 $ (25,294) $ (22,949) $ 955,169

~~See notes to unaudited consolidated financial statements.~~


	Common Stock			Paid-In Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance - June 30, 2022	68,666	$	687	$	528,396	$	445,451	$	(24,807)	$	(55,727)	$	894,000
Net income	—	—		—		18,486		—		—		18,486
Other comprehensive loss, net of income tax	—	—		—		—		—		(13,294)		(13,294)
ESOP shares committed to be released (100 shares)	—	—		106		—		973		—		1,079
Stock repurchases	(1,310)	(14)		(14,424)		—		—		—		(14,438)
Issuance of stock under stock benefit plans	61	1		(1)		—		—		—		—
Stock-based compensation expense	—	—		1,596		—		—		—		1,596
Cancellation of shares issued for restricted stock awards	(29)	—		(341)		—		—		—		(341)
Cash dividends declared ($0.22 per common share)	—	—		—		(14,448)		—		—		(14,448)
Balance - December 31, 2022	67,388	$	674	$	515,332	$	449,489	$	(23,834)	$	(69,021)	$	872,640

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~~Index~~Table of Contents

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

(In Thousands, Except Per Share Data, Unaudited)

Common Stock Paid-In
Capital Retained
Earnings Unearned
ESOP
Shares Accumulated
Other
Comprehensive
Loss Total
Shares Amount
Balance - December 31, 2022 67,388 $ 674 $ 515,332 $ 449,489 $ (23,834) $ (69,021) $ 872,640
Net income — — — 10,312 — — 10,312
Other comprehensive loss, net of income tax — — — — — (4,032) (4,032)
ESOP shares committed to be released (50 shares) — — (1) — 486 — 485
Stock repurchases (698) (7) (6,685) — — — (6,692)
Stock-based compensation expense — — 811 — — — 811
Cancellation of shares issued for restricted stock awards (10) — (98) — — — (98)
Cash dividends declared ($0.11 per common share) — — — (7,196) — — (7,196)
Balance - March 31, 2023 66,680 $ 667 $ 509,359 $ 452,605 $ (23,348) $ (73,053) $ 866,230


	Common Stock			Paid-In Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance - September 30, 2023	65,132	$	652	$	497,269	$	460,464	$	(22,375)	$	(86,476)	$	849,534
Net loss	—	—		—		(13,827)		—		—		(13,827)
Other comprehensive income, net of income tax	—	—		—		—		—		22,646		22,646
ESOP shares committed to be released (50 shares)	—	—		(95)		—		486		—		391
Stock repurchases	(687)	(7)		(4,766)		—		—		—		(4,773)

Stock-based compensation expense	—	—		889		—		—		—		889

Cash dividends declared ($0.11 per common share)	—	—		—		(6,882)		—		—		(6,882)
Balance - December 31, 2023	64,445	$	645	$	493,297	$	439,755	$	(21,889)	$	(63,830)	$	847,978

Common Stock Paid-In
Capital Retained
Earnings Unearned
ESOP
Shares Accumulated
Other
Comprehensive
Loss Total
Shares Amount
Balance - June 30, 2022 68,666 $ 687 $ 528,396 $ 445,451 $ (24,807) $ (55,727) $ 894,000
Net income — — — 28,798 — — 28,798
Other comprehensive loss, net of income tax — — — — — (17,326) (17,326)
ESOP shares committed to be released (150 shares) — — 105 — 1,459 — 1,564
Stock repurchases (2,008) (21) (21,109) — — — (21,130)
Issuance of stock under stock benefit plans 61 1 (1) — — — —
Stock-based compensation expense — — 2,407 — — — 2,407
Cancellation of shares issued for restricted stock awards (39) — (439) — — — (439)
Cash dividends declared ($0.33 per common share) — — — (21,644) — — (21,644)
Balance - March 31, 2023 66,680 $ 667 $ 509,359 $ 452,605 $ (23,348) $ (73,053) $ 866,230


	Common Stock			Paid-In Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance - June 30, 2023	65,864	$	659	$	503,332	$	457,611	$	(22,862)	$	(69,456)	$	869,284
Net loss	—	—		—		(3,985)		—		—		(3,985)
Other comprehensive income, net of income tax	—	—		—		—		—		5,626		5,626
ESOP shares committed to be released (100 shares)	—	—		(202)		—		973		—		771
Stock repurchases	(1,505)	(15)		(11,225)		—		—		—		(11,240)
Issuance of stock under stock benefit plans	133	1		(1)		—		—		—		—
Stock-based compensation expense	—	—		1,792		—		—		—		1,792
Cancellation of shares issued for restricted stock awards	(47)	—		(399)		—		—		—		(399)
Cash dividends declared ($0.22 per common share)	—	—		—		(13,871)		—		—		(13,871)
Balance - December 31, 2023	64,445	$	645	$	493,297	$	439,755	$	(21,889)	$	(63,830)	$	847,978

See notes to unaudited consolidated financial statements.

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KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, Unaudited)


		Nine Months Ended March 31,
		2023		2022
	Six Months Ended December 31,						Six Months Ended December 31,
	2023					2023		2022
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:
Net income		$	28,798	$	56,177
Net (loss) income
Net (loss) income
Net (loss) income
Adjustment to reconcile net income to net cash provided by operating activities:	Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment
Depreciation and amortization of premises and equipment
Depreciation and amortization of premises and equipment	Depreciation and amortization of premises and equipment	4,353		4,470
Net accretion of yield adjustments	Net accretion of yield adjustments	(4,306)		(4,374)
Deferred income taxes	Deferred income taxes	3,150		6,943

Amortization of intangible assets	Amortization of intangible assets	430		539
(Accretion) amortization of benefit plans’ unrecognized net (gain) loss		(44)		60
Provision for (reversal of) credit losses		2,792		(11,740)
Gain on sale of other real estate owned		—		(14)
Amortization of intangible assets
Amortization of intangible assets
Accretion of benefit plans’ unrecognized net gain
Provision for credit losses
Loss on write-down of other real estate owned
Loans originated for sale	Loans originated for sale	(76,852)		(151,783)
Proceeds from sale of mortgage loans held-for-sale	Proceeds from sale of mortgage loans held-for-sale	101,054		167,713
Loss (gain) on sale of mortgage loans held-for-sale, net		1,899		(2,260)
Realized loss (gain) on sale/call of investment securities available for sale		15,227		(4)
Gain on sale of mortgage loans held-for-sale, net
Realized loss on sale/call of investment securities available for sale

Realized gain on sale of loans receivable
Realized gain on sale of loans receivable
Realized gain on sale of loans receivable	Realized gain on sale of loans receivable	(55)		(92)
Realized gain on disposition of premises and equipment	Realized gain on disposition of premises and equipment	(2,886)		(356)
Increase in cash surrender value of bank owned life insurance	Increase in cash surrender value of bank owned life insurance	(7,040)		(4,634)
ESOP and stock-based compensation expense	ESOP and stock-based compensation expense	3,971		5,062
Increase in interest receivable	Increase in interest receivable	(8,328)		(155)
Decrease in other assets		93		6,679
Increase in interest payable		9,073		49
Decrease in other liabilities		(13,428)		(15,125)
Increase in other assets
(Decrease) increase in interest payable
Increase (decrease) in other liabilities
Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	57,901		57,155

Cash Flows from Investing Activities:	Cash Flows from Investing Activities:
Cash Flows from Investing Activities:
Cash Flows from Investing Activities:
Purchases of:	Purchases of:
Purchases of:
Purchases of:
Investment securities available for sale
Investment securities available for sale
Investment securities available for sale	Investment securities available for sale	(166,483)		(206,145)
Investment securities held to maturity	Investment securities held to maturity	(40,398)		(86,406)
Proceeds from:	Proceeds from:
Repayments/calls/maturities of investment securities available for sale	Repayments/calls/maturities of investment securities available for sale	100,149		280,496
Repayments/calls/maturities of investment securities available for sale
Repayments/calls/maturities of investment securities available for sale
Repayments/calls/maturities of investment securities held to maturity	Repayments/calls/maturities of investment securities held to maturity	8,831		2,586
Sales of investment securities available for sale	Sales of investment securities available for sale	105,199		—
Purchase of loans	Purchase of loans	(702)		(112,485)
Net increase in loans receivable		(559,794)		(36,895)
Net decrease (increase) in loans receivable
Proceeds from sale of loans receivable	Proceeds from sale of loans receivable	706		1,126
Purchase of interest rate contracts	Purchase of interest rate contracts	(758)		—
Proceeds from the sale of other real estate owned		—		494
Additions to premises and equipment		(1,255)		(1,859)

Deletions (additions) to premises and equipment
Deletions (additions) to premises and equipment
Deletions (additions) to premises and equipment
Proceeds from death benefit of bank owned life insurance	Proceeds from death benefit of bank owned life insurance	4,997		300
Purchase of bank owned life insurance
Proceeds from cash settlement of premises and equipment	Proceeds from cash settlement of premises and equipment	3,480		599
Purchase of FHLB stock	Purchase of FHLB stock	(84,310)		(7)
Redemption of FHLB stock	Redemption of FHLB stock	55,135		5,625

Net Cash Used in Investing Activities		(575,203)		(152,571)
Net Cash Provided by (Used in) Investing Activities
Net Cash Provided by (Used in) Investing Activities
Net Cash Provided by (Used in) Investing Activities

See notes to unaudited consolidated financial statements.

- 6 -

~~Index~~Table of Contents

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Thousands, Unaudited)

Six Months Ended
December 31,

2023

Nine Months Ended
March 31,

Cash Flows from Financing Activities:

2023

2022

Cash Flows from Financing Activities:

Net (decrease) increase in deposits

(58,613)

43,903

Net (decrease) increase in deposits

Repayment of term FHLB advances

(4,615,000)

(1,170,000)

Proceeds from term FHLB advances

5,120,000

1,045,000

Net increase in other short-term borrowings

205,000

290,000

Net increase in advance payments by borrowers for taxes

1,960

1,227

Proceeds from term FHLB advances

Net increase (decrease) in other short-term borrowings

Net (decrease) increase in advance payments by borrowers for taxes

Repurchase and cancellation of common stock of Kearny Financial Corp.

(21,130)

(95,967)

Repurchase and cancellation of common stock of Kearny Financial Corp.

Cancellation of shares repurchased on vesting to pay taxes

(439)

(932)

Dividends paid

(21,523)

(23,291)

Net Cash Provided by Financing Activities

610,255

89,940

Dividends paid

Net Cash (Used in) Provided by Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

92,953

(5,476)

Cash and Cash Equivalents - Beginning

101,615

67,855

Cash and Cash Equivalents - Beginning

Cash and Cash Equivalents - Ending

194,568

62,379

Supplemental Disclosures of Cash Flows Information:

Cash paid during the period for:

Income taxes, net of refunds

8,618

9,497

Income taxes, net of refunds

Interest

69,707

21,666

Interest

Non-cash investing and financing activities:

Acquisition of other real estate owned in settlement of loans

13,232

703

Transfers from loans receivable to loans receivable held-for-sale

2,628

—

Acquisition of other real estate owned in settlement of loans

Transfers from loans receivable to loans held-for-sale

Unsettled surrender of bank owned life insurance policies

See notes to unaudited consolidated financial statements.

- 7 -

~~Index~~Table of Contents

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Kearny Financial Corp. (the “Company”), its wholly-owned subsidiary, Kearny Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries. The Company conducts its business principally through the Bank. Management prepared the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), including the elimination of all significant inter-company accounts and transactions during consolidation.

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include the information or footnotes necessary for a complete presentation of financial condition, income, comprehensive income, changes in stockholders’ equity and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the unaudited consolidated financial statements have been included. The results of operations for the ~~three months and nine~~six months ended ~~March~~December 31, 2023 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period.

The data in the Consolidated Statement of Financial Condition at June 30, ~~2022~~2023 was derived from the Company’s ~~2022~~2023 Annual Report on Form 10-K. That data, along with the interim unaudited financial information presented in the Consolidated Statements of Financial Condition, Income, Comprehensive Income, Changes in Stockholders’ Equity and Cash Flows should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s ~~2022~~2023 Annual Report on Form 10-K.

The accounting and reporting policies of the Company conform to U.S. GAAP and to general practice within the financial services industry. A discussion of these policies can be found in Note 1, Summary of Significant Accounting Policies, included in the Company’s ~~2022~~2023 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since June 30, ~~2022.~~2023.

2. SUBSEQUENT EVENTS

The Company has evaluated events and transactions occurring subsequent to the statement of financial condition date of ~~March~~December 31, 2023, for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date this document was filed.

On ~~April 27, 2023,~~January 25, 2024, the Company declared a quarterly cash dividend of $0.11 per share, payable on ~~May 24, 2023~~February 21, 2024 to stockholders of record as of ~~May 10, 2023.~~February 7, 2024.

3. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Standards

In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) 2022-02, ~~“Financial~~ Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage ~~Disclosures”~~Disclosures (“ASU 2022-02”) to improve the usefulness of information provided to investors about certain loan refinancings, restructurings and writeoffs. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors and enhances disclosure requirements for certain modifications made to borrowers experiencing financial difficulty. In addition, ASU 2022-02 requires public business entities to disclose current-period gross writeoffs for financing receivables and net investments in leases by year of origination in the vintage disclosures. For entities that have adopted ASU 2016-13, the amendments in ASU 2022-02 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. ~~Early adoption is permitted if an entity has~~

Effective July 1, 2023, the Company adopted ASU ~~2016-13, including adoption in an interim period. If an entity elects to early adopt the amendments in~~2022-02. Under ASU 2022-02, the ~~guidance should~~Company assesses all loan modifications to determine whether one is granted to a borrower experiencing financial difficulty, regardless of whether the modified loan terms include a concession. Modifications granted to borrowers experiencing financial difficulty may be ~~applied as~~in the form of the beginning of the fiscal year that includes the interim period. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. an interest rate reduction, an other-than-insignificant payment delay, a term extension, principal forgiveness or a combination thereof.

The ~~amendments in~~Company adopted ASU 2022-02 ~~should be applied prospectively, but for the amendments related to the recognition and measurement of TDRs, an entity has the option to apply~~on a ~~modified retrospective transition method that would result in a cumulative-effect adjustment to retained earnings in the period of adoption.~~prospective basis. The ~~Company is currently evaluating the impact of the~~ adoption of this ~~ASU~~update did not have a material effect on ~~its~~the Company’s consolidated financial statements. Additional disclosures are included in Note 5 to the consolidated financial statements.

- 8 -

~~Index~~Table of Contents

~~Adoption~~Prior to the adoption of ~~New Accounting Standards~~

~~In December 2022,~~ASU 2022-02, a Troubled Debt Restructuring (“TDR”) occurred when the ~~FASB issued~~ ~~ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral~~terms of a loan were modified because of deterioration in the financial condition of the ~~Sunset Date of Topic 848”~~ ~~that extends the period of time preparers can utilize the reference rate reform relief guidance. In 2020, the FASB issued~~ ~~ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation~~borrower. Modifications could include extension of the ~~Effects of Reference Rate Reform on Financial Reporting”~~ ~~which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective~~repayment terms of the ~~guidance~~loan, reduced interest rates, or forgiveness of accrued interest and/or principal. For the Company's accounting policy related to TDRs granted prior to the adoption of ASU 2022-02, see “Note 1. Summary of Significant Accounting Policies” included in ~~Topic 848 is to provide relief during~~“Item 8. Financial Statements and Supplementary Data” in the ~~temporary transition period, so~~Company’s Annual Report on Form 10-K for the FASB included a sunset provision within Topic 848 based on expectations of when LIBOR would cease being published. In 2021, the UK Financial Conduct Authority delayed the intended cessation date of certain tenors of USD LIBOR toyear ended June 30, 2023. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. For all entities, the amendments in ASU 2022-06 are effective upon issuance. The Company adopted this ASU on December 21, 2022 on a prospective basis; therefore, there was no impact to its consolidated financial statements upon adoption.

~~In March 2022, the FASB issued~~ ~~ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method”~~ which clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amends the guidance in ASU 2017-12 (released in August 2017) that, among other things, established the last-of-layer method to enable fair value hedge accounting for these portfolios to be more accessible. ASU 2022-01 expands the current last-of-layer method to allow multiple hedged layers of a single closed portfolio under this method. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. The scope of last-of-layer hedging will be expanded so that the portfolio layer method can be utilized for nonprepayable financial assets. In addition, ASU 2022-01 specifies eligible hedging instruments in a single-layer hedge, provides additional guidance on the accounting for and disclosure of hedge basis adjustments under the portfolio layer method, and specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. For public business entities, the amendments in ASU 2022-01 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted on any date on or after the issuance of ASU 2022-01 for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. The Company adopted this ASU on July 1, 2022 on a prospective basis; therefore, there was no impact to its consolidated financial statements upon adoption.

4. SECURITIES

The following tables present the amortized cost, gross unrealized gains and losses and estimated fair values for available for sale securities and the amortized cost, gross unrecognized gains and losses and estimated fair values for held to maturity securities as of the dates indicated:


		March 31, 2023
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
		(In Thousands)
	December 31, 2023															December 31, 2023
	Amortized Cost												Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses		Allowance for Credit Losses	Fair Value
	(In Thousands)															(In Thousands)
Available for sale:	Available for sale:											Available for sale:
Debt securities:	Debt securities:											Debt securities:

Asset-backed securities
Asset-backed securities
Asset-backed securities	Asset-backed securities	$	145,616	$	22	$	2,585	$	—	$	143,053
Collateralized loan obligations	Collateralized loan obligations	388,265		172		6,500		—		381,937
Corporate bonds	Corporate bonds	159,718		—		17,264		—		142,454
Total debt securities	Total debt securities	693,599		194		26,349		—		667,444

Mortgage-backed securities:	Mortgage-backed securities:											Mortgage-backed securities:

Residential pass-through securities (1)	Residential pass-through securities (1)	549,550		11		98,320		—		451,241
Residential pass-through securities (1)
Residential pass-through securities (1)
Commercial pass-through securities (1)	Commercial pass-through securities (1)	165,045		694		17,358		—		148,381
Total mortgage-backed securities	Total mortgage-backed securities	714,595		705		115,678		—		599,622

Total securities available for sale	Total securities available for sale	$	1,408,194	$	899	$	142,027	$	—	$	1,267,066

___________________________

(1)Government-sponsored enterprises.


	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
	(In Thousands)
Available for sale:
Debt securities:

Asset-backed securities	$	138,281	$	4	$	2,115	$	—	$	136,170
Collateralized loan obligations	381,915		268		5,187		—		376,996
Corporate bonds	159,666		—		24,648		—		135,018
Total debt securities	679,862		272		31,950		—		648,184

Mortgage-backed securities:

Residential pass-through securities (1)	539,506		2		103,357		—		436,151
Commercial pass-through securities (1)	164,499		—		21,105		—		143,394
Total mortgage-backed securities	704,005		2		124,462		—		579,545

Total securities available for sale	$	1,383,867	$	274	$	156,412	$	—	$	1,227,729

___________________________

(1)Government-sponsored enterprises.

- 9 -

~~Index~~Table of Contents


		June 30, 2022
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
		(In Thousands)
Available for sale:
	December 31, 2023															December 31, 2023
	Amortized Cost												Amortized Cost	Gross Unrecognized Gains	Gross Unrecognized Losses		Allowance for Credit Losses	Fair Value
	(In Thousands)															(In Thousands)
Held to maturity:												Held to maturity:
Debt securities:	Debt securities:											Debt securities:
Obligations of state and political subdivisions	Obligations of state and political subdivisions	$	28,485	$	39	$	89	$	—	$	28,435
Asset-backed securities		169,506		—		2,949		—		166,557
Collateralized loan obligations		315,693		—		7,880		—		307,813
Corporate bonds		159,871		175		6,649		—		153,397
Total debt securities	Total debt securities	673,555		214		17,567		—		656,202

Mortgage-backed securities:	Mortgage-backed securities:											Mortgage-backed securities:
Collateralized mortgage obligations (1)		7,451		—		329		—		7,122
Residential pass-through securities (1)	Residential pass-through securities (1)	595,337		45		80,624		—		514,758
Commercial pass-through securities (1)	Commercial pass-through securities (1)	185,781		1		19,771		—		166,011
Total mortgage-backed securities	Total mortgage-backed securities	788,569		46		100,724		—		687,891

Total securities available for sale		$	1,462,124	$	260	$	118,291	$	—	$	1,344,093
Total securities held to maturity

___________________________

(1)Government-sponsored enterprises.


		March 31, 2023
		Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Allowance for Credit Losses		Fair Value
		(In Thousands)
	June 30, 2023														June 30, 2023
	Amortized Cost											Amortized Cost	Gross Unrecognized Gains	Gross Unrecognized Losses		Allowance for Credit Losses	Fair Value
	(In Thousands)														(In Thousands)
Held to maturity:	Held to maturity:
Debt securities:	Debt securities:
Debt securities:
Debt securities:
Obligations of state and political subdivisions
Obligations of state and political subdivisions
Obligations of state and political subdivisions	Obligations of state and political subdivisions	$	16,666	$	10	$	130	$	—	$	16,546
Total debt securities	Total debt securities	16,666		10		130		—		16,546

Mortgage-backed securities:	Mortgage-backed securities:
Mortgage-backed securities:
Mortgage-backed securities:
Residential pass-through securities (1)
Residential pass-through securities (1)
Residential pass-through securities (1)	Residential pass-through securities (1)	120,841		114		11,642		—		109,313
Commercial pass-through securities (1)	Commercial pass-through securities (1)	12,257		—		1,991		—		10,266
Total mortgage-backed securities	Total mortgage-backed securities	133,098		114		13,633		—		119,579

Total securities held to maturity	Total securities held to maturity	$	149,764	$	124	$	13,763	$	—	$	136,125
Total securities held to maturity
Total securities held to maturity

___________________________

(1)Government-sponsored enterprises.

- 10 -

~~Index~~Table of Contents

June 30, 2022
Amortized
Cost Gross
Unrecognized
Gains Gross
Unrecognized
Losses Allowance for
Credit Losses Fair
Value
(In Thousands)
Held to maturity:
Debt securities:
Obligations of state and political subdivisions $ 21,159 $ 44 $ 78 $ — $ 21,125
Total debt securities 21,159 44 78 — 21,125

Mortgage-backed securities:
Residential pass-through securities (1)
84,851 — 8,587 — 76,264
Commercial pass-through securities (1)
12,281 — 1,552 — 10,729
Total mortgage-backed securities 97,132 — 10,139 — 86,993

Total securities held to maturity $ 118,291 $ 44 $ 10,217 $ — $ 108,118

~~___________________________~~

~~(1)Government-sponsored enterprises.~~

Excluding the balances of mortgage-backed securities, the following tables present the amortized cost and estimated fair values of debt securities available for sale and held to maturity, by contractual maturity, at ~~March~~December 31, 2023:

March 31, 2023

Amortized
Cost

Fair
Value

(In Thousands)

December 31, 2023

Amortized
Cost

Fair
Value

(In Thousands)

Available for sale debt securities:

Due in one year or less

—

Due after one year through five years

11,865

11,757

Due after five years through ten years

350,025

331,980

Due after ten years

331,709

323,707

Total

693,599

667,444

March 31, 2023

Amortized
Cost

Fair
Value

(In Thousands)

December 31, 2023

Amortized
Cost

Fair
Value

(In Thousands)

Held to maturity debt securities:

Due in one year or less

2,568

2,559

Due after one year through five years

12,399

12,286

Due after five years through ten years

1,699

1,701

Due after ten years

—

Total

16,666

16,546

~~- 11 -~~

~~Index~~

~~Sales of securities available for sale were as follows for the periods presented below:~~

Three Months Ended
March 31, Nine Months Ended
March 31,
2023 2022 2023 2022
(In Thousands)
Available for sale securities sold:
Proceeds from sales of securities $ — $ — $ 105,199 $ —
Gross realized gains $ — $ — $ — $ —
Gross realized losses — — (15,227) —
Net loss on sales of securities $ — $ — $ (15,227) $ —

~~Gains resulting from calls of securities available for sale were as follows for the periods presented below:~~

Three Months Ended
March 31, Nine Months Ended
March 31,
2023 2022 2023 2022
(In Thousands)
Available for sale securities called:
Gross realized gains $ — $ 3 $ — $ 4
Gross realized losses — — — —
Net gain on calls of securities $ — $ 3 $ — $ 4


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
	(In Thousands)
Available for sale securities sold:
Proceeds from sales of securities	$	104,083	$	105,199	$	104,083	$	105,199


Gross realized losses	$	(18,135)	$	(15,227)	$	(18,135)	$	(15,227)
Net loss on sales of securities	$	(18,135)	$	(15,227)	$	(18,135)	$	(15,227)

The carrying value of securities pledged ~~for borrowings at the FHLB and other institutions, and securities pledged for public funds and other purposes,~~ were as follows as of the dates presented below:

December 31,
2023

June 30,
2023

(In Thousands)

Securities pledged:

March 31,
2023

June 30,
2022

Pledged to secure public funds on deposit

(In Thousands)

Securities pledged:

Pledged for borrowings at the FHLB of New York

—

178,048

Pledged to secure public funds on deposit

207,602

357,841

Pledged for potential borrowings at the Federal Reserve Bank of New York

541,656

378,071

Total carrying value of securities pledged

749,258

913,960

- 11 -

Table of Contents

The following tables present the gross unrealized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that securities have been in a continuous unrealized loss position within the available for sale portfolio at ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:


	December 31, 2023																				December 31, 2023
	Less than 12 Months															Less than 12 Months		12 Months or More		Total
	Fair Value														Fair Value		Unrealized Losses	Fair Value	Unrealized Losses		Number of Securities	Fair Value	Unrealized Losses
	(Dollars in Thousands)																				(Dollars in Thousands)
Securities Available for Sale:
		March 31, 2023
Asset-backed securities
		Less than 12 Months				12 Months or More				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities	Fair Value		Unrealized Losses
		(Dollars in Thousands)
Securities Available for Sale:
Asset-backed securities

Asset-backed securities	Asset-backed securities	$	22,203	$	289	$	104,001	$	2,296	14	$	126,204	$	2,585
Collateralized loan obligations	Collateralized loan obligations	33,732		381		277,809		6,119		25	311,541		6,500
Corporate bonds	Corporate bonds	38,792		1,695		103,662		15,569		31	142,454		17,264

Commercial pass-through securities	Commercial pass-through securities	17,754		107		81,590		17,251		10	99,344		17,358
Commercial pass-through securities
Commercial pass-through securities
Residential pass-through securities	Residential pass-through securities	10,682		546		439,817		97,774		106	450,499		98,320
Total	Total	$	123,163	$	3,018	$	1,006,879	$	139,009	186	$	1,130,042	$	142,027


	June 30, 2023
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities	Fair Value		Unrealized Losses
	(Dollars in Thousands)
Securities Available for Sale:

Asset-backed securities	$	33,833	$	129	$	98,828	$	1,986	14	$	132,661	$	2,115
Collateralized loan obligations	46,903		135		294,813		5,052		26	341,716		5,187
Corporate bonds	25,511		1,354		109,507		23,294		31	135,018		24,648

Commercial pass-through securities	63,531		1,380		79,863		19,725		12	143,394		21,105
Residential pass-through securities	10,520		702		425,170		102,655		108	435,690		103,357
Total	$	180,298	$	3,700	$	1,008,181	$	152,712	191	$	1,188,479	$	156,412

- 12 -

~~Index~~Table of Contents

June 30, 2022
Less than 12 Months 12 Months or More Total
Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Number of Securities Fair
Value Unrealized
Losses
(Dollars in Thousands)
Securities Available for Sale:
Obligations of state and political subdivisions $ 11,310 $ 89 $ — $ — 30 $ 11,310 $ 89
Asset-backed securities 161,303 2,928 5,254 21 15 166,557 2,949
Collateralized loan obligations 236,967 6,435 70,846 1,445 24 307,813 7,880
Corporate bonds 129,407 6,464 3,815 185 27 133,222 6,649
Collateralized mortgage obligations 7,122 329 — — 6 7,122 329
Commercial pass-through securities 63,045 3,194 102,817 16,577 21 165,862 19,771
Residential pass-through securities 237,928 26,566 274,197 54,058 106 512,125 80,624
Total $ 847,082 $ 46,005 $ 456,929 $ 72,286 229 $ 1,304,011 $ 118,291

The following table presents the gross unrecognized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that securities have been in a continuous unrecognized loss position within the held to maturity portfolio at ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:


		March 31, 2023
		Less than 12 Months				12 Months or More				Total
		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Number of Securities	Fair Value		Unrecognized Losses
		(Dollars in Thousands)
	December 31, 2023																				December 31, 2023
	Less than 12 Months															Less than 12 Months			12 Months or More		Total
	Fair Value														Fair Value		Unrecognized Losses	Fair Value		Unrecognized Losses	Number of Securities	Fair Value	Unrecognized Losses
	(Dollars in Thousands)																				(Dollars in Thousands)
Securities Held to Maturity:	Securities Held to Maturity:
Obligations of state and political subdivisions
Obligations of state and political subdivisions
Obligations of state and political subdivisions	Obligations of state and political subdivisions	$	13,434	$	95	$	2,109	$	35	32	$	15,543	$	130
Commercial pass-through securities	Commercial pass-through securities	—		—		10,266		1,991		1	10,266		1,991
Residential pass-through securities	Residential pass-through securities	—		—		69,725		11,642		8	69,725		11,642

Total	Total	$	13,434	$	95	$	82,100	$	13,668	41	$	95,534	$	13,763
Total
Total


		June 30, 2022
		Less than 12 Months				12 Months or More				Total
		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Number of Securities	Fair Value		Unrecognized Losses
		(Dollars in Thousands)
	June 30, 2023																				June 30, 2023
	Less than 12 Months															Less than 12 Months			12 Months or More		Total
	Fair Value														Fair Value		Unrecognized Losses	Fair Value		Unrecognized Losses	Number of Securities	Fair Value	Unrecognized Losses
	(Dollars in Thousands)																				(Dollars in Thousands)
Securities Held to Maturity:	Securities Held to Maturity:
Obligations of state and political subdivisions
Obligations of state and political subdivisions
Obligations of state and political subdivisions	Obligations of state and political subdivisions	$	8,681	$	78	$	—	$	—	15	$	8,681	$	78
Commercial pass-through securities	Commercial pass-through securities	10,729		1,552		—		—		1	10,729		1,552
Residential pass-through securities	Residential pass-through securities	76,264		8,587		—		—		8	76,264		8,587

Total	Total	$	95,674	$	10,217	$	—	$	—	24	$	95,674	$	10,217
Total
Total

Available for sale securities are evaluated to determine if a decline in fair value below the amortized cost basis has resulted from a credit loss or from other factors. An impairment related to credit factors would be recorded through an allowance for credit losses. The allowance is limited to the amount by which the security’s amortized cost basis exceeds the fair value. An impairment that has not been recorded through an allowance for credit losses shall be recorded through other comprehensive income, net of applicable taxes. Investment securities will be written down to fair value through the Consolidated Statement of Income (Loss) if management intends to sell, or may be required to sell, the securities before they recover in value. The issuers of these securities continue to make timely principal and interest payments and none of these securities were past due or were placed in nonaccrual status at ~~March~~December 31, 2023. Management believes that the unrealized losses on these securities are a function of changes in market interest rates and credit spreads, not changes in credit quality. No allowance for credit losses was recorded at ~~March~~December 31, 2023 on available for sale securities.

~~- 13 -~~

~~Index~~

The sale of available for sale securities during the ~~nine~~three months ended ~~March~~December 31, 2023 was part of ~~a wholesale restructuring and the~~an investment security repositioning. The sale proceeds were ~~reinvested in~~utilized for reinvestment into higher yielding ~~securities.~~loans and investment securities, and for repayment of higher-cost wholesale borrowings. The Company was not required to sell these securities.

At ~~March~~December 31, 2023, the held to maturity securities portfolio consists of agency mortgage-backed securities and obligations of state and political subdivisions. The mortgage-backed securities are issued by U.S. government agencies and are implicitly guaranteed by the U.S. government. The obligations of state and political subdivisions in the portfolio are highly rated by major rating agencies and have a long history of no credit losses. The Company regularly monitors the obligations of state and political subdivisions sector of the market and reviews collectability including such factors as the financial condition of the issuers as well as credit ratings in effect as of the reporting period. No allowance for credit losses was recorded at ~~March~~December 31, 2023 on held to maturity securities.

- 13 -

Table of Contents

5. LOANS RECEIVABLE

The following table sets forth the composition of the Company’s loan portfolio at ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:

March 31,
2023

June 30,
2022

(In Thousands)

December 31,
2023

June 30,
2023

(In Thousands)

Commercial loans:

Multi-family mortgage

2,835,852

2,409,090

Nonresidential mortgage

1,002,643

1,019,838

Commercial business

162,038

176,807

Construction

215,524

140,131

Total commercial loans

4,216,057

3,745,866

One- to four-family residential mortgage

1,713,343

1,645,816

One- to four-family residential mortgage

Consumer loans:

Home equity loans

44,376

42,028

Other consumer

2,592

2,866

Total consumer loans

46,968

44,894

Total loans

5,976,368

5,436,576

Total loans

Unaccreted yield adjustments (1)

(10,043)

(18,731)

Total loans receivable, net of yield adjustments

5,966,325

5,417,845

Total loans receivable, net of yield adjustments

___________________________

(1)At ~~March~~December 31, 2023 and June 30, 2023, included a fair value adjustment to the carrying amount of hedged one- to four-family residential mortgage loans.

Past Due Loans

Past due status is based on the contractual payment terms of the loans. The following tables present the payment status of past due loans as of ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, by loan segment:


		Payment Status March 31, 2023
		30-59 Days		60-89 Days		90 Days and Over		Total Past Due		Current		Total
		(In Thousands)
	Payment Status December 31, 2023																	Payment Status December 31, 2023
	30-59 Days													30-59 Days	60-89 Days	90 Days and Over	Total Past Due		Current	Total
	(In Thousands)																	(In Thousands)
Multi-family mortgage	Multi-family mortgage	$	—	$	3,940	$	7,659	$	11,599	$	2,824,253	$	2,835,852
Nonresidential mortgage	Nonresidential mortgage	3,842		—		5,669		9,511		993,132		1,002,643
Commercial business	Commercial business	—		—		264		264		161,774		162,038
Construction	Construction	—		—		—		—		215,524		215,524
One- to four-family residential mortgage	One- to four-family residential mortgage	2,961		852		2,896		6,709		1,706,634		1,713,343
Home equity loans	Home equity loans	51		—		47		98		44,278		44,376
Other consumer	Other consumer	39		—		—		39		2,553		2,592
Total loans	Total loans	$	6,893	$	4,792	$	16,535	$	28,220	$	5,948,148	$	5,976,368


	Payment Status June 30, 2023
	30-59 Days		60-89 Days		90 Days and Over		Total Past Due		Current		Total
	(In Thousands)
Multi-family mortgage	$	2,958	$	—	$	10,756	$	13,714	$	2,748,061	$	2,761,775
Nonresidential mortgage	792		—		8,233		9,025		959,549		968,574
Commercial business	528		16		236		780		146,081		146,861
Construction	—		—		—		—		226,609		226,609
One- to four-family residential mortgage	2,019		1,202		3,731		6,952		1,693,607		1,700,559
Home equity loans	25		—		50		75		43,474		43,549
Other consumer	—		—		—		—		2,549		2,549
Total loans	$	6,322	$	1,218	$	23,006	$	30,546	$	5,819,930	$	5,850,476

- 14 -

~~Index~~Table of Contents

Payment Status
June 30, 2022
30-59 Days 60-89 Days 90 Days and Over Total Past Due Current Total
(In Thousands)
Multi-family mortgage $ 3,148 $ 3,056 $ 7,788 $ 13,992 $ 2,395,098 $ 2,409,090
Nonresidential mortgage 4,026 — 18,132 22,158 997,680 1,019,838
Commercial business 98 57 155 310 176,497 176,807
Construction — — — — 140,131 140,131
One- to four-family residential mortgage 1,525 253 3,455 5,233 1,640,583 1,645,816
Home equity loans 28 35 — 63 41,965 42,028
Other consumer — — — — 2,866 2,866
Total loans $ 8,825 $ 3,401 $ 29,530 $ 41,756 $ 5,394,820 $ 5,436,576

Nonperforming Loans

Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when the Company does not expect to receive all principal and interest payments owed substantially in accordance with the terms of the loan agreement, regardless of past due status. Loans that become 90 days past due, but are well secured and in the process of collection, may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and the Company expects to receive all remaining principal and interest payments owed substantially in accordance with the terms of the loan agreement. Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan. The Company did not recognize interest income on non-accrual loans during the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022.

The following tables present information relating to the Company’s nonperforming loans as of ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:


		Performance Status March 31, 2023
		90 Days and Over Past Due Accruing		Nonaccrual Loans with Allowance for Credit Losses		Nonaccrual Loans with no Allowance for Credit Losses		Total Nonperforming		Performing		Total
		(In Thousands)
	Performance Status December 31, 2023																	Performance Status December 31, 2023
	90 Days and Over Past Due Accruing													90 Days and Over Past Due Accruing	Nonaccrual Loans with Allowance for Credit Losses	Nonaccrual Loans with no Allowance for Credit Losses	Total Nonperforming		Performing	Total
	(In Thousands)																	(In Thousands)
Multi-family mortgage	Multi-family mortgage	$	—	$	5,762	$	14,312	$	20,074	$	2,815,778	$	2,835,852
Nonresidential mortgage	Nonresidential mortgage	—		12,337		5,285		17,622		985,021		1,002,643
Commercial business	Commercial business	—		86		185		271		161,767		162,038
Construction	Construction	—		—		—		—		215,524		215,524
One- to four-family residential mortgage	One- to four-family residential mortgage	—		1,025		4,984		6,009		1,707,334		1,713,343
Home equity loans	Home equity loans	—		—		50		50		44,326		44,376
Other consumer	Other consumer	—		—		—		—		2,592		2,592
Total loans	Total loans	$	—	$	19,210	$	24,816	$	44,026	$	5,932,342	$	5,976,368


	Performance Status June 30, 2023
	90 Days and Over Past Due Accruing		Nonaccrual Loans with Allowance for Credit Losses		Nonaccrual Loans with no Allowance for Credit Losses		Total Nonperforming		Performing		Total
	(In Thousands)
Multi-family mortgage	$	—	$	5,686	$	13,428	$	19,114	$	2,742,661	$	2,761,775
Nonresidential mortgage	—		11,815		4,725		16,540		952,034		968,574
Commercial business	—		71		181		252		146,609		146,861
Construction	—		—		—		—		226,609		226,609
One- to four-family residential mortgage	—		1,640		5,031		6,671		1,693,888		1,700,559
Home equity loans	—		—		50		50		43,499		43,549
Other consumer	—		—		—		—		2,549		2,549
Total loans	$	—	$	19,212	$	23,415	$	42,627	$	5,807,849	$	5,850,476

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Effective July 1, 2023, the Company adopted ASU 2022-02, which eliminated the accounting for TDRs while expanding loan modification and vintage disclosure requirements. See Note 3 to the consolidated financial statements for further information.

- 15 -

~~Index~~Table of Contents

Performance Status
June 30, 2022
90 Days and Over Past Due Accruing Nonaccrual Loans with Allowance for Credit Losses Nonaccrual Loans with no Allowance for Credit Losses Total Nonperforming Performing Total
(In Thousands)
Multi-family mortgage $ — $ 8,367 $ 18,286 $ 26,653 $ 2,382,437 $ 2,409,090
Nonresidential mortgage — 12,602 19,292 31,894 987,944 1,019,838
Commercial business — 212 81 293 176,514 176,807
Construction — — 1,561 1,561 138,570 140,131
One- to four-family residential mortgage — 3,543 4,946 8,489 1,637,327 1,645,816
Home equity loans — 302 1,129 1,431 40,597 42,028
Other consumer — — — — 2,866 2,866
Total loans $ — $ 25,026 $ 45,295 $ 70,321 $ 5,366,255 $ 5,436,576
The following tables presents the amortized cost basis at December 31, 2023 of loan modifications made to borrowers experiencing financial difficulty that were restructured during the three and six months ended December 31, 2023 by type of modification:


	Three Months Ended December 31, 2023
	Payment Delay		Term Extension		Total		Percent of Total Class
	(Dollars In Thousands)
Multi-family mortgage	$	2,774	$	—	$	2,774	0.10	%

One- to four-family residential mortgage	—		45		45		0.00	%
Home equity loans	—		25		25		0.06	%
Total	$	2,774	$	70	$	2,844	0.06	%


	Six Months Ended December 31, 2023
	Payment Delay		Term Extension		Total		Percent of Total Class
	(Dollars In Thousands)
Multi-family mortgage	$	2,774	$	—	$	2,774	0.10	%
Commercial business	45		—		45		0.03	%
One- to four-family residential mortgage	489		45		534		0.03	%
Home equity loans	—		25		25		0.06	%
Total	$	3,308	$	70	$	3,378	0.07	%

No modifications involved forgiveness of principal or interest rate reductions. There were no commitments to lend additional funds to borrowers experiencing financial difficulty whose terms have been restructured at December 31, 2023.

All loans to borrowers experiencing financial difficulty that have been modified during the three months ended December 31, 2023 were current to their contractual payments as of December 31, 2023. During the six months ended December 31, 2023 (since adoption of ASU 2022-02), one residential mortgage loan with a carrying value of $490,000 was modified and subsequently defaulted on payment. For restructured loans, a subsequent payment default is defined in terms of delinquency, when a principal or interest payment is 90 days past due or classified into non-accrual status during the reporting period.

Troubled Debt ~~Restructurings (“TDRs”)~~Restructured Loans prior to the adoption of ASU 2022-02

Prior to the adoption of ASU 2022-02, the Company classified certain loans as TDRs ~~are loans where~~when credit terms to a borrower in financial difficulty were modified, in accordance with ASC 310-40. With the adoption of ASU 2022-02 the Company has ~~modified~~ceased to recognize or measure for new TDRs, but those existing at June 30, 2023 will remain until settled.

At June 30, 2023 the contractual terms of the loan as a result of the financial condition of the borrower. Subsequent to their modification, TDRs are placed on non-accrual until such time as satisfactory payment performance has been demonstrated, at which time the loan may be returned to accrual status. On a case-by-case basis, the Company may agree to modify the contractual terms of a loan to assist a borrower who may be experiencing financial difficulty, as well as to preserve the Company’s position in the loan. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a TDR. The Company had TDRs totaling ~~$17.9 million and $22.2 million as of March 31, 2023 and June 30, 2022, respectively.~~$17.4 million. The allowance for credit losses associated with ~~the~~these TDRs ~~presented in the tables below~~ totaled ~~$295,000 and $365,000~~$274,000 as of ~~March~~June 30, 2023.

- 16 -

Table of Contents

The following table presents total TDRs at June 30, 2023:


	June 30, 2023
	Accrual			Non-accrual			Total
	# of Loans	Amount		# of Loans	Amount		# of Loans	Amount
	(Dollars In Thousands)
Commercial loans:
Multi-family mortgage	—	$	—	2	$	5,400	2	$	5,400
Nonresidential mortgage	3	170		2	700		5	870
Commercial business	6	3,197		—	—		6	3,197
Construction	—	—		—	—		—	—
Total commercial loans	9	3,367		4	6,100		13	9,467

One- to four-family residential mortgage	39	6,752		4	774		43	7,526

Consumer loans:
Home equity loans	6	368		—	—		6	368
Total	54	$	10,487	8	$	6,874	62	$	17,361

As of December 31, 2023, ~~and June 30, 2022, respectively. As of March 31, 2023, the Company had~~there were no significant commitments to lend additional funds ~~totaling $23,000~~ to borrowers whose loans had been restructured in a TDR.

The following ~~tables present total TDR loans at March 31, 2023 and June 30, 2022:~~

March 31, 2023
Accrual Non-accrual Total
# of Loans Amount # of Loans Amount # of Loans Amount
(Dollars In Thousands)
Commercial loans:
Multi-family mortgage — $ — 2 $ 5,470 2 $ 5,470
Nonresidential mortgage 3 177 1 384 4 561
Commercial business 5 3,555 1 6 6 3,561
Construction — — — — — —
Total commercial loans 8 3,732 4 5,860 12 9,592
One- to four-family residential mortgage 35 6,068 9 1,848 44 7,916
Consumer loans:
Home equity loans 6 391 — — 6 391
Total 49 $ 10,191 13 $ 7,708 62 $ 17,899

~~- 16 -~~

~~Index~~

June 30, 2022
Accrual Non-accrual Total
# of Loans Amount # of Loans Amount # of Loans Amount
(Dollars In Thousands)
Commercial loans:
Multi-family mortgage — $ — 2 $ 5,626 2 $ 5,626
Nonresidential mortgage 4 389 2 1,565 6 1,954
Commercial business 5 3,631 2 82 7 3,713
Construction — — 1 1,561 1 1,561
Total commercial loans 9 4,020 7 8,834 16 12,854
One- to four-family residential mortgage 29 4,488 16 3,314 45 7,802
Consumer loans:
Home equity loans 5 164 2 1,364 7 1,528
Total 43 $ 8,672 25 $ 13,512 68 $ 22,184

~~The following tables present~~table presents information regarding TDRs that occurred during the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, ~~2023 and~~ 2022:


			Three Months Ended December 31, 2022
			Three Months Ended December 31, 2022
			Three Months Ended December 31, 2022
							# of Loans						# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment
							(Dollars In Thousands)								(Dollars In Thousands)

		Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
Commercial business
		# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment			# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment
Commercial business
		(Dollars In Thousands)
Multi-family mortgage		—	$	—	$	—		1	$	9,104	$	9,101
Commercial business	Commercial business	1	67		67			—	—		—
One- to four-family residential mortgage	One- to four-family residential mortgage	—	—		—			8	2,953		2,965
Home equity loans		—	—		—			2	1,477		1,477

Total	Total	1	$	67	$	67		11	$	13,534	$	13,543
Total
Total

Nine Months Ended March 31, 2023 Nine Months Ended March 31, 2022
# of Loans Pre-
modification
Recorded
Investment Post-
modification
Recorded
Investment # of Loans Pre-
modification
Recorded
Investment Post-
modification
Recorded
Investment
(Dollars In Thousands)
Multi-family mortgage — $ — $ — 2 $ 12,091 $ 12,073
Commercial business 2 74 74 — — —
One- to four-family residential mortgage 2 708 705 10 3,214 3,226
Home equity loans 1 35 35 2 1,477 1,477
Total 5 $ 817 $ 814 14 $ 16,782 $ 16,776


	Six Months Ended December 31, 2022
		# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment
		(Dollars In Thousands)


Commercial business		1	$	7	$	7
One- to four-family residential mortgage		2	708		705
Home equity loans		1	35		35
Total		4	$	750	$	747

During the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, ~~2023,~~2022, there were charge-offs of ~~$6,000~~$5,000 and ~~$103,000,~~$15,000, respectively, related to TDRs. During the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2022, ~~there were no charge-offs related to TDRs. During the three months and nine months ended March 31, 2023,~~ there were two TDR defaults totaling ~~$649,000. During the three months and nine months ended March 31, 2022, there were no defaults of TDRs.~~$170,000.

Loan modifications generally involve a reduction in interest rates and/or extension of maturity dates and also may include step up interest rates in their modified terms which will impact their weighted average yield in the future. The loans which qualified as TDRs during the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, ~~2023 and~~ 2022, capitalized prior past due amounts and modified the repayment terms.

- 17 -

~~Index~~Table of Contents

Individually Analyzed Loans

Individually analyzed loans include loans which do not share similar risk characteristics with other loans. Loans previously modified as TDRs and loan modifications made to borrowers experiencing financial difficulty will generally be evaluated for individual impairment, however, after a period of sustained repayment performance which permits the credit to be returned to accrual status, ~~a TDR~~the loans would generally be removed from individual impairment analysis and returned to its corresponding pool. As of ~~March~~December 31, 2023, the carrying value of individually analyzed loans, including loans acquired with deteriorated credit quality that were individually analyzed, totaled ~~$44.0~~$28.1 million, of which ~~$40.7~~$19.9 million were considered collateral dependent.

For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, less costs to sell, and the amortized cost basis of the loan as of the measurement date. See Note 12 for additional disclosure regarding fair value of individually analyzed collateral dependent loans.

The following table presents the carrying value and related allowance of collateral dependent individually analyzed loans at the dates indicated:


		March 31, 2023				June 30, 2022
		Carrying Value		Related Allowance		Carrying Value		Related Allowance
		(In Thousands)
	December 31, 2023										December 31, 2023			June 30, 2023
	Carrying Value									Carrying Value		Related Allowance	Carrying Value		Related Allowance
	(In Thousands)												(In Thousands)
Commercial loans:	Commercial loans:
Multi-family mortgage
Multi-family mortgage
Multi-family mortgage	Multi-family mortgage	$	20,074	$	266	$	26,653	$	849
Nonresidential mortgage (1)	Nonresidential mortgage (1)	17,284		2,166		30,733		2,696

Construction		—		—		1,561		—

Total commercial loans

Total commercial loans

Total commercial loans	Total commercial loans	37,358		2,432		58,947		3,545

One- to four-family residential mortgage (2)	One- to four-family residential mortgage (2)	3,299		—		4,305		77
One- to four-family residential mortgage (2)
One- to four-family residential mortgage (2)

Consumer loans:	Consumer loans:
Consumer loans:
Consumer loans:
Home equity loans (2)
Home equity loans (2)
Home equity loans (2)	Home equity loans (2)	—		—		35		—

Total	Total	$	40,657	$	2,432	$	63,287	$	3,622
Total
Total

___________________________

(1)Secured by income-producing nonresidential property.

(2)Secured by one- to four-family residential properties.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk. The Company uses the following definitions for risk ratings:

Pass – Loans that are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.

Special Mention – Loans which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses.

Substandard – Loans which are inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

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

Loss – Loans which are considered uncollectible or of so little value that their continuance as assets is not warranted.

- 18 -

~~Index~~Table of Contents

The following table presents the risk category of loans and current period gross charge-offs as of ~~March~~December 31, 2023 by loan segment and vintage year:


		Term Loans by Origination Year for Fiscal Years ended June 30,
		2023		2022		2021		2020		2019		Prior		Revolving Loans		Total
		(In Thousands)
	Term Loans by Origination Year for Fiscal Years ended June 30,
		2024
		2024
		2024																2023	2022	2021	2020	Prior		Revolving Loans	Total
	(In Thousands)																						(In Thousands)
Multi-family mortgage:	Multi-family mortgage:
Pass
Pass
Pass	Pass	$	604,750	$	955,969	$	234,731	$	201,324	$	245,571	$	538,279	$	—	$	2,780,624
Special Mention	Special Mention	—		—		—		—		6,043		6,689		—		12,732
Substandard	Substandard	—		—		9,865		—		9,469		23,162		—		42,496
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total multi-family mortgage	Total multi-family mortgage	604,750		955,969		244,596		201,324		261,083		568,130		—		2,835,852
Multi-family current period gross charge-offs
Nonresidential mortgage:	Nonresidential mortgage:
Pass
Pass
Pass	Pass	100,886		226,384		83,630		52,276		59,582		449,241		6,000		977,999
Special Mention	Special Mention	—		—		—		—		—		381		—		381
Substandard	Substandard	—		—		711		—		925		22,627		—		24,263
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total nonresidential mortgage	Total nonresidential mortgage	100,886		226,384		84,341		52,276		60,507		472,249		6,000		1,002,643
Nonresidential current period gross charge-offs
Commercial business:	Commercial business:
Pass
Pass
Pass	Pass	13,025		29,649		23,154		8,852		1,831		8,342		67,093		151,946
Special Mention	Special Mention	—		5,141		—		—		178		2,834		—		8,153
Substandard	Substandard	—		—		—		265		46		1,382		246		1,939
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total commercial business	Total commercial business	13,025		34,790		23,154		9,117		2,055		12,558		67,339		162,038
Commercial current period gross charge-offs
Construction loans:	Construction loans:
Pass
Pass
Pass	Pass	17,507		32,334		137,660		12,275		2,980		7,033		5,735		215,524
Special Mention	Special Mention	—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		—		—		—		—		—
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total construction loans	Total construction loans	17,507		32,334		137,660		12,275		2,980		7,033		5,735		215,524
Residential mortgage:	Residential mortgage:
Pass	Pass	170,816		459,680		501,615		82,492		46,589		439,128		—		1,700,320
Pass
Pass
Special Mention	Special Mention	—		—		—		—		1,176		1,053		—		2,229
Substandard	Substandard	—		549		—		—		80		10,165		—		10,794
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total residential mortgage	Total residential mortgage	170,816		460,229		501,615		82,492		47,845		450,346		—		1,713,343
Residential current period gross charge-offs
Home equity loans:	Home equity loans:
Pass
Pass
Pass	Pass	7,652		2,627		622		1,321		2,575		7,763		21,419		43,979
Special Mention	Special Mention	—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		—		93		304		—		397
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total home equity loans	Total home equity loans	7,652		2,627		622		1,321		2,668		8,067		21,419		44,376
Other consumer loans	Other consumer loans
Pass	Pass	338		262		125		452		325		969		44		2,515
Pass
Pass
Special Mention	Special Mention	—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		—		—		—		—		—
Doubtful	Doubtful	—		—		—		—		—		—		77		77
Other consumer loans	Other consumer loans	338		262		125		452		325		969		121		2,592
Total loans	Total loans	$	914,974	$	1,712,595	$	992,113	$	359,257	$	377,463	$	1,519,352	$	100,614	$	5,976,368
Total current period gross charge-offs

- 19 -

~~Index~~Table of Contents

The following table presents the risk category of loans as of June 30, ~~2022~~2023 by loan segment and vintage year:


		Term Loans by Origination Year for Fiscal Years ended June 30,
		2022		2021		2020		2019		2018		Prior		Revolving Loans		Total
		(In Thousands)
	Term Loans by Origination Year for Fiscal Years ended June 30,
		2023
		2023
		2023																2022	2021	2020	2019	Prior		Revolving Loans	Total
	(In Thousands)																						(In Thousands)
Multi-family mortgage:	Multi-family mortgage:
Pass
Pass
Pass	Pass	$	963,263	$	250,385	$	211,101	$	264,174	$	248,058	$	438,642	$	—	$	2,375,623
Special Mention	Special Mention	—		—		—		—		—		6,814		—		6,814
Substandard	Substandard	—		—		—		9,821		5,935		10,897		—		26,653
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total multi-family mortgage	Total multi-family mortgage	963,263		250,385		211,101		273,995		253,993		456,353		—		2,409,090
Nonresidential mortgage:	Nonresidential mortgage:
Pass	Pass	231,777		87,309		53,983		60,714		49,285		491,849		6,052		980,969
Pass
Pass
Special Mention	Special Mention	—		—		—		—		—		591		—		591
Substandard	Substandard	—		720		—		933		4,026		32,599		—		38,278
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total nonresidential mortgage	Total nonresidential mortgage	231,777		88,029		53,983		61,647		53,311		525,039		6,052		1,019,838
Commercial business:	Commercial business:
Pass
Pass
Pass	Pass	46,888		38,791		12,155		3,581		4,861		6,455		58,662		171,393
Special Mention	Special Mention	—		—		62		186		2,173		873		215		3,509
Substandard	Substandard	—		38		319		—		1,347		61		58		1,823
Doubtful	Doubtful	—		—		—		—		—		80		2		82
Total commercial business	Total commercial business	46,888		38,829		12,536		3,767		8,381		7,469		58,937		176,807
Construction loans:	Construction loans:
Pass	Pass	16,407		95,526		10,337		3,039		6,509		1,017		5,735		138,570
Pass
Pass
Special Mention	Special Mention	—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		—		—		1,561		—		1,561
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total construction loans	Total construction loans	16,407		95,526		10,337		3,039		6,509		2,578		5,735		140,131
Residential mortgage:	Residential mortgage:
Pass
Pass
Pass	Pass	472,160		524,163		88,645		49,316		55,139		442,517		374		1,632,314
Special Mention	Special Mention	—		—		—		1,205		—		621		—		1,826
Substandard	Substandard	—		—		—		83		—		11,593		—		11,676
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total residential mortgage	Total residential mortgage	472,160		524,163		88,645		50,604		55,139		454,731		374		1,645,816
Home equity loans:	Home equity loans:
Pass	Pass	3,197		692		1,681		3,117		2,027		7,321		22,334		40,369
Pass
Pass
Special Mention	Special Mention	—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		120		—		1,539		—		1,659
Doubtful	Doubtful	—		—		—		—		—		—		—		—
Total home equity loans	Total home equity loans	3,197		692		1,681		3,237		2,027		8,860		22,334		42,028
Other consumer loans	Other consumer loans
Pass	Pass	442		308		471		375		258		895		34		2,783
Pass
Pass
Special Mention	Special Mention	—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		—		—		—		—		—
Doubtful	Doubtful	—		—		—		—		—		—		83		83
Other consumer loans	Other consumer loans	442		308		471		375		258		895		117		2,866
Total loans	Total loans	$	1,734,134	$	997,932	$	378,754	$	396,664	$	379,618	$	1,455,925	$	93,549	$	5,436,576

- 20 -

~~Index~~Table of Contents

Mortgage Loans in Foreclosure

The Company may obtain physical possession of one- to four-family real estate collateralizing a residential mortgage loan or nonresidential real estate collateralizing a nonresidential mortgage loan via foreclosure or through an in-substance repossession. As of ~~March~~December 31, 2023, the Company held ~~two single-family properties~~one nonresidential property with ~~an aggregate~~a carrying value of ~~$454,000 and~~$12.0 million in other real estate owned that was acquired through foreclosure on a nonresidential mortgage loan. As of that same date, the Company held four commercial mortgage loans with aggregate carrying values totaling $8.1 million which were in the process of foreclosure. As of June 30, 2023, the Company held one nonresidential property with a carrying value of $13.0 million in other real estate owned that ~~were~~was acquired through foreclosure on ~~residential mortgage loans and~~ a nonresidential mortgage ~~loan, respectively.~~loan. As of that same date, the Company held ~~five~~three residential mortgage loans with aggregate carrying values totaling $950,000 and six commercial mortgage loans with aggregate carrying values totaling $9.3 million which were in the process of foreclosure. As of June 30, 2022, the Company held one single-family property in other real estate owned with an aggregate carrying value of $178,000 that was acquired through a foreclosure on a residential mortgage loan. As of that same date, the Company held seven residential mortgage loans with aggregate carrying values totaling $1.5$9.2 million which were in the process of foreclosure.

6. ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses on Loans Receivable

The following tables present the balance of the allowance for credit losses at ~~March~~December 31, 2023 and June 30, ~~2022.~~2023. The balance of the allowance for credit losses is based on an expected loss methodology, referred to as the “CECL” methodology. The tables identify the valuation allowances attributable to specifically identified impairments on individually analyzed loans, including those acquired with deteriorated credit quality, as well as valuation allowances for impairments on loans collectively evaluated. The tables include the underlying balance of loans receivable applicable to each category as of those dates.


		Allowance for Credit Losses March 31, 2023
		Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total allowance for credit losses
		(In Thousands)
	Allowance for Credit Losses December 31, 2023														Allowance for Credit Losses December 31, 2023
	Loans acquired with deteriorated credit quality individually analyzed											Loans acquired with deteriorated credit quality individually analyzed	Loans acquired with deteriorated credit quality collectively evaluated	Loans individually analyzed		Loans collectively evaluated	Total allowance for credit losses
	(In Thousands)														(In Thousands)
Multi-family mortgage	Multi-family mortgage	$	—	$	—	$	266	$	26,906	$	27,172
Nonresidential mortgage	Nonresidential mortgage	—		74		2,166		6,004		8,244
Commercial business	Commercial business	—		4		18		1,707		1,729
Construction	Construction	—		—		—		1,316		1,316
One- to four-family residential mortgage	One- to four-family residential mortgage	—		165		57		10,043		10,265
Home equity loans	Home equity loans	—		—		—		327		327
Other consumer	Other consumer	—		—		—		69		69
Total loans	Total loans	$	—	$	243	$	2,507	$	46,372	$	49,122


		Balance of Loans Receivable March 31, 2023
		Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total loans
		(In Thousands)
	Balance of Loans Receivable December 31, 2023														Balance of Loans Receivable December 31, 2023
	Loans acquired with deteriorated credit quality individually analyzed											Loans acquired with deteriorated credit quality individually analyzed	Loans acquired with deteriorated credit quality collectively evaluated	Loans individually analyzed		Loans collectively evaluated	Total loans
	(In Thousands)														(In Thousands)
Multi-family mortgage	Multi-family mortgage	$	—	$	—	$	20,074	$	2,815,778	$	2,835,852
Nonresidential mortgage	Nonresidential mortgage	338		3,629		17,284		981,392		1,002,643
Commercial business	Commercial business	—		3,964		271		157,803		162,038
Construction	Construction	—		5,735		—		209,789		215,524
One- to four-family residential mortgage	One- to four-family residential mortgage	69		5,260		5,940		1,702,074		1,713,343
Home equity loans	Home equity loans	25		53		25		44,273		44,376
Other consumer	Other consumer	—		—		—		2,592		2,592
Total loans	Total loans	$	432	$	18,641	$	43,594	$	5,913,701	$	5,976,368
Unaccreted yield adjustments	Unaccreted yield adjustments									(10,043)
Loans receivable, net of yield adjustments	Loans receivable, net of yield adjustments									$	5,966,325

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~~Index~~Table of Contents


		Allowance for Credit Losses June 30, 2022
		Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total allowance for credit losses
		(In Thousands)
	Allowance for Credit Losses June 30, 2023														Allowance for Credit Losses June 30, 2023
	Loans acquired with deteriorated credit quality individually analyzed											Loans acquired with deteriorated credit quality individually analyzed	Loans acquired with deteriorated credit quality collectively evaluated	Loans individually analyzed		Loans collectively evaluated	Total allowance for credit losses
	(In Thousands)														(In Thousands)
Multi-family mortgage	Multi-family mortgage	$	—	$	—	$	849	$	24,472	$	25,321
Nonresidential mortgage	Nonresidential mortgage	—		73		2,696		7,821		10,590
Commercial business	Commercial business	—		9		16		1,767		1,792
Construction	Construction	—		—		—		1,486		1,486
One- to four-family residential mortgage	One- to four-family residential mortgage	—		229		148		7,163		7,540
Home equity loans	Home equity loans	26		—		—		219		245
Other consumer	Other consumer	—		—		—		84		84
Total loans	Total loans	$	26	$	311	$	3,709	$	43,012	$	47,058


		Balance of Loans Receivable June 30, 2022
		Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total loans
		(In Thousands)
	Balance of Loans Receivable June 30, 2023														Balance of Loans Receivable June 30, 2023
	Loans acquired with deteriorated credit quality individually analyzed											Loans acquired with deteriorated credit quality individually analyzed	Loans acquired with deteriorated credit quality collectively evaluated	Loans individually analyzed		Loans collectively evaluated	Total loans
	(In Thousands)														(In Thousands)
Multi-family mortgage	Multi-family mortgage	$	—	$	—	$	26,653	$	2,382,437	$	2,409,090
Nonresidential mortgage	Nonresidential mortgage	377		5,033		31,517		982,911		1,019,838
Commercial business	Commercial business	—		1,267		293		175,247		176,807
Construction	Construction	—		5,735		1,561		132,835		140,131
One- to four-family residential mortgage	One- to four-family residential mortgage	87		6,460		8,402		1,630,867		1,645,816
Home equity loans	Home equity loans	329		58		1,102		40,539		42,028
Other consumer	Other consumer	—		—		—		2,866		2,866
Total loans	Total loans	$	793	$	18,553	$	69,528	$	5,347,702	$	5,436,576
Unaccreted yield adjustments	Unaccreted yield adjustments									(18,731)
Loans receivable, net of yield adjustments	Loans receivable, net of yield adjustments									$	5,417,845

The following tables present the activity in the allowance for credit losses on loans for the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022.


		Changes in the Allowance for Credit Losses Three Months Ended March 31, 2023
		Balance at December 31, 2022		Charge-offs		Recoveries		(Reversal of) provision for credit losses		Balance at March 31, 2023
		(In Thousands)
	Changes in the Allowance for Credit Losses Three Months Ended December 31, 2023														Changes in the Allowance for Credit Losses Three Months Ended December 31, 2023
	Balance at September 30, 2023											Balance at September 30, 2023	Charge-offs	Recoveries		Provision for (reversal of) credit losses	Balance at December 31, 2023
	(In Thousands)														(In Thousands)
Multi-family mortgage	Multi-family mortgage	$	27,498	$	(4)	$	—	$	(322)	$	27,172
Nonresidential mortgage	Nonresidential mortgage	8,593		(6)		—		(343)		8,244
Commercial business	Commercial business	1,819		(205)		7		108		1,729
Construction	Construction	1,201		—		—		115		1,316
One- to four-family residential mortgage	One- to four-family residential mortgage	9,355		—		2		908		10,265
Home equity loans	Home equity loans	339		—		—		(12)		327
Other consumer	Other consumer	72		—		—		(3)		69
Total loans	Total loans	$	48,877	$	(215)	$	9	$	451	$	49,122

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~~Index~~Table of Contents


		Changes in the Allowance for Credit Losses Nine Months Ended March 31, 2023
		Balance at June 30, 2022		Charge-offs		Recoveries		Provision for (reversal of) credit losses		Balance at March 31, 2023
		(In Thousands)
	Changes in the Allowance for Credit Losses Six Months Ended December 31, 2023														Changes in the Allowance for Credit Losses Six Months Ended December 31, 2023
	Balance at June 30, 2023											Balance at June 30, 2023	Charge-offs	Recoveries		Provision for (reversal of) credit losses	Balance at December 31, 2023
	(In Thousands)														(In Thousands)
Multi-family mortgage	Multi-family mortgage	$	25,321	$	(399)	$	—	$	2,250	$	27,172
Nonresidential mortgage	Nonresidential mortgage	10,590		(21)		—		(2,325)		8,244
Commercial business	Commercial business	1,792		(338)		24		251		1,729
Construction	Construction	1,486		—		—		(170)		1,316
One- to four-family residential mortgage	One- to four-family residential mortgage	7,540		—		2		2,723		10,265
Home equity loans	Home equity loans	245		—		—		82		327
Other consumer	Other consumer	84		—		4		(19)		69
Total loans	Total loans	$	47,058	$	(758)	$	30	$	2,792	$	49,122


	Changes in the Allowance for Credit Losses Three Months Ended December 31, 2022
	Balance at September 30, 2022		Charge-offs		Recoveries		Provision for (reversal of) credit losses		Balance at December 31, 2022
	(In Thousands)
Multi-family mortgage	$	26,246	$	(395)	$	—	$	1,647	$	27,498
Nonresidential mortgage	9,152		(5)		—		(554)		8,593
Commercial business	1,972		(15)		5		(143)		1,819
Construction	1,120		—		—		81		1,201
One- to four-family residential mortgage	8,801		—		—		554		9,355
Home equity loans	244		—		—		95		339
Other consumer	78		—		3		(9)		72
Total loans	$	47,613	$	(415)	$	8	$	1,671	$	48,877

Changes in the Allowance for Credit Losses
Three Months Ended March 31, 2022
Balance at
December 31, 2021 Charge-offs Recoveries Reversal of
credit losses Balance at
March 31, 2022
(In Thousands)
Multi-family mortgage $ 25,795 $ — $ — $ (1,568) $ 24,227
Nonresidential mortgage 10,078 (441) — (598) 9,039
Commercial business 1,903 — 4 (182) 1,725
Construction 1,441 — — (167) 1,274
One- to four-family residential mortgage 8,601 — — (1,323) 7,278
Home equity loans 308 — — (72) 236
Other consumer 90 — 1 (10) 81
Total loans $ 48,216 $ (441) $ 5 $ (3,920) $ 43,860

Changes in the Allowance for Credit Losses
Nine Months Ended March 31, 2022
Balance at June 30, 2021 Charge-offs Recoveries (Reversal of)
provision for
credit losses Balance at
March 31, 2022
(In Thousands)
Multi-family mortgage $ 28,450 $ (104) $ — $ (4,119) $ 24,227
Nonresidential mortgage 16,243 (2,538) — (4,666) 9,039
Commercial business 2,086 (175) 105 (291) 1,725
Construction 1,170 — — 104 1,274
One- to four-family residential mortgage 9,747 — 147 (2,616) 7,278
Home equity loans 433 — 1 (198) 236
Other consumer 36 (2) 1 46 81
Total loans $ 58,165 $ (2,819) $ 254 $ (11,740) $ 43,860


	Changes in the Allowance for Credit Losses Six Months Ended December 31, 2022
	Balance at June 30, 2022		Charge-offs		Recoveries		(Reversal of) provision for credit losses		Balance at December 31, 2022
	(In Thousands)
Multi-family mortgage	$	25,321	$	(395)	$	—	$	2,572	$	27,498
Nonresidential mortgage	10,590		(15)		—		(1,982)		8,593
Commercial business	1,792		(133)		17		143		1,819
Construction	1,486		—		—		(285)		1,201
One- to four-family residential mortgage	7,540		—		—		1,815		9,355
Home equity loans	245		—		—		94		339
Other consumer	84		—		4		(16)		72
Total loans	$	47,058	$	(543)	$	21	$	2,341	$	48,877

Allowance for Credit Losses on Off Balance Sheet Commitments

The following table presents the activity in the allowance for credit losses on off balance sheet commitments recorded in other non-interest expense for the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022:


		Three Months Ended March 31,				Nine Months Ended March 31,
		2023		2022		2023		2022
		(In Thousands)				(In Thousands)
	Three Months Ended December 31,										Three Months Ended December 31,				Six Months Ended December 31,
	2023									2023		2022		2023		2022
	(In Thousands)												(In Thousands)
Balance at beginning of the period	Balance at beginning of the period	$	819	$	1,148	$	1,041	$	1,708
Reversal of credit losses		(90)		(208)		(312)		(768)
Provision for (reversal of) credit losses
Balance at end of the period	Balance at end of the period	$	729	$	940	$	729	$	940

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~~Index~~Table of Contents

7. DEPOSITS

Deposits at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 are summarized as follows:


		March 31, 2023		June 30, 2022
		(In Thousands)
	December 31, 2023					December 31, 2023		June 30, 2023
	(In Thousands)						(In Thousands)
Non-interest-bearing demand	Non-interest-bearing demand	$	617,778	$	653,899
Interest-bearing demand	Interest-bearing demand	2,285,799		2,265,597
Savings	Savings	811,483		1,053,198
Certificates of deposits	Certificates of deposits	2,088,344		1,889,562
Total deposits	Total deposits	$	5,803,404	$	5,862,256

8. BORROWINGS

Borrowings at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 consisted of the following:


		March 31, 2023		June 30, 2022
		(In Thousands)
	December 31, 2023					December 31, 2023		June 30, 2023
	(In Thousands)						(In Thousands)
FHLB advances	FHLB advances	$	1,156,692	$	651,337
Overnight borrowings (1)	Overnight borrowings (1)	455,000		250,000
Total borrowings	Total borrowings	$	1,611,692	$	901,337

___________________________

(1)At ~~March~~December 31, 2023, ~~represents $385.0~~represented $235.0 million of FHLB overnight line of credit borrowings. At June 30, 2023, represented $125.0 million of FHLB overnight line of credit borrowings and ~~$70.0~~$100.0 million of unsecured overnight borrowings from other financial institutions. ~~At June 30, 2022, represents FHLB overnight line of credit borrowings.~~

Fixed rate advances from the FHLB of New York mature as follows:


		March 31, 2023				June 30, 2022
		Balance		Weighted Average Interest Rate		Balance		Weighted Average Interest Rate
		(Dollars in Thousands)
	December 31, 2023																	December 31, 2023								June 30, 2023
	Balance														Balance					Weighted Average Interest Rate					Balance					Weighted Average Interest Rate
	(Dollars in Thousands)																								(Dollars in Thousands)
By remaining period to maturity:	By remaining period to maturity:
Less than one year
Less than one year
Less than one year	Less than one year	$	825,000	5.08	%	$	520,000	2.04	%	$	1,203,500		5.29			5.29	%				$	972,500		5.36			5.36	%
One to two years	One to two years	103,500		2.65		22,500		2.63
Two to three years	Two to three years	29,000		2.77		103,500		2.68
Three to four years	Three to four years	—		—		6,500		2.82
Four to five years	Four to five years	200,000		3.98		—		—
Greater than five years	Greater than five years	—		—		—		—
Total advances	Total advances	1,157,500		4.61	%	652,500		2.17	%	Total advances		1,432,500		5.06			5.06		%				1,282,500		4.92			4.92	%
Unamortized fair value adjustments	Unamortized fair value adjustments	(808)				(1,163)
Total advances, net of fair value adjustments	Total advances, net of fair value adjustments	$	1,156,692			$	651,337
Total advances, net of fair value adjustments
Total advances, net of fair value adjustments

At ~~March~~December 31, 2023, FHLB advances and overnight line of credit borrowings were collateralized by the FHLB capital stock owned by the Bank and mortgage loans with carrying values totaling approximately ~~$4.52~~$4.39 billion. At June 30, ~~2022,~~2023, FHLB advances and overnight line of credit borrowings were collateralized by the FHLB capital stock owned by the Bank and mortgage loans ~~and securities~~ with carrying values totaling approximately ~~$3.58 billion and $178.0 million, respectively.~~$4.60 billion.

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~~Index~~Table of Contents

9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to specific wholesale funding positions and assets.

Fair Values of Derivative Instruments on the Statement of Financial Condition

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Statements of Financial Condition as of ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:

March 31, 2023

Asset Derivatives

Liability Derivatives

Location

Fair Value

Location

Fair Value

(In Thousands)

December 31, 2023

Asset Derivatives

Liability Derivatives

Location

Fair Value

Location

Fair Value

(In Thousands)

Derivatives designated as hedging instruments:

Interest rate contracts

Other assets

47,816

Other liabilities

7,847

Interest rate contracts

Total

47,816

7,847

June 30, ~~2022~~2023

Asset Derivatives

Liability Derivatives

Location

Fair Value

Location

Fair Value

(In Thousands)

Derivatives designated as hedging instruments:

Interest rate contracts

Other assets

~~41,223~~71,624

Other liabilities

—

Total

~~41,223~~71,624

—

Cash Flow Hedges of Interest Rate Risk

The Company’s uses derivatives to add stability to interest expense and interest income and to manage its exposure to interest rate movements. The Company has entered into interest rate swaps, interest rate caps and an interest rate floor as part of its interest rate risk management strategy. These interest rate products are designated as cash flow hedges. As of ~~March~~December 31, 2023, the Company had a total of 1213 interest rate swaps and caps with a total notional amount of ~~$1.33~~$1.50 billion hedging specific wholesale funding and ~~one~~four interest rate floor with a notional amount of ~~$100.0~~$400.0 million hedging floating-rate available for sale securities.

For derivatives designated as cash flow hedges, the gain or loss on the derivative is recorded in other comprehensive income (loss), net of tax, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

For cash flow hedges on the Company’s wholesale funding positions, amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s hedged variable rate wholesale funding positions. During the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2023, the Company reclassified ~~$6.5~~$9.4 million and ~~$12.2~~$18.8 million, respectively, as a reduction in interest expense. During the next twelve months, the Company estimates that ~~$25.9~~$26.1 million will be reclassified as a reduction in interest expense.

For cash flow hedges on the Company’s assets, amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest income as interest payments are received on the Company’s hedged variable rate assets. During the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2023, the Company did not reclassify any amount to interest income. During the next twelve months, the Company estimates that ~~$196,000~~$253,000 will be reclassified as a reduction in interest income.

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~~Index~~Table of Contents

The table below presents the pre-tax effects of the Company’s derivative instruments designated as cash flow hedges on the Consolidated Statements of Income for the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022:


		Three Months Ended March 31,				Nine Months Ended March 31,
		2023		2022		2023		2022
		(In Thousands)
	Three Months Ended December 31,										Three Months Ended December 31,			Six Months Ended December 31,
	2023									2023		2022	2023		2022
	(In Thousands)												(In Thousands)
Amount of (loss) gain recognized in other comprehensive income	Amount of (loss) gain recognized in other comprehensive income	$	(8,936)	$	23,343	$	11,051	$	28,607
Amount of gain (loss) reclassified from accumulated other comprehensive income to interest expense		6,461		(1,268)		12,185		(4,271)
Amount of gain reclassified from accumulated other comprehensive income to interest expense

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. Such derivatives are used to hedge the changes in fair value of certain of its pools of fixed rate assets. As of ~~March~~December 31, 2023, the Company had ~~three~~five interest rate swaps with a notional amount of ~~$500.0~~$675.0 million hedging fixed-rate residential mortgage loans.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivatives as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

The table below presents the effects of the Company’s derivative instruments designated as fair value hedges on the Consolidated Statements of Income for the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, ~~2023. There were no fair value hedges for the three months~~2023 and ~~nine months ended March~~December 31, 2022:


		Three Months Ended March 31,		Nine Months Ended March 31,
		2023			2023
		(In Thousands)
Gain on hedged items recorded in interest income on loans		$	5,681		$	653
	Three Months Ended December 31,							Three Months Ended December 31,			Six Months Ended December 31,
	2023						2023		2022	2023		2022
	(In Thousands)									(In Thousands)
Gain (loss) on hedged items recorded in interest income on loans
(Loss) gain on hedge recorded in interest income on loans	(Loss) gain on hedge recorded in interest income on loans	(4,521)			589

As of ~~March~~December 31, 2023 and June 30, 2023, the following amounts were recorded on the Statement of Financial Condition related to cumulative basis adjustment for fair value ~~hedges. There were no fair value hedges at June 30, 2022:~~hedges:


	March 31, 2023
	~~(In Thousands)~~
~~Loans receivable:~~
~~Carrying amount of the hedged assets(1)~~	$	~~500,653~~
~~Fair value hedging adjustment included in the carrying amount of the hedged assets~~	~~653~~


	December 31, 2023		June 30, 2023
	(In Thousands)
Loans receivable:
Carrying amount of the hedged assets(1)	$	671,569	$	663,563
Fair value hedging adjustment included in the carrying amount of the hedged assets	(3,431)		(11,437)

(1)This amount includes the amortized cost basis of the closed portfolios of loans receivable used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolios anticipated to be outstanding for the designated hedge period. At ~~March~~December 31, 2023 and June 30, 2023, the amortized cost basis of the closed portfolios used in these hedging relationships was ~~$845.5 million.~~$1.07 billion and $1.10 billion, respectively.

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~~Index~~Table of Contents

Offsetting Derivatives

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives in the Consolidated Statements of Financial Condition as of ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively. The net amounts presented for derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Consolidated Statements of Financial Condition.


		March 31, 2023
									Gross Amounts Not Offset
		Gross Amount Recognized		Gross Amounts Offset		Net Amounts Presented			Financial Instruments		Cash Collateral Received (Posted)		Net Amount
		(In Thousands)
	December 31, 2023																	December 31, 2023
								Gross Amounts Not Offset
		Gross Amount Recognized
		Gross Amount Recognized
		Gross Amount Recognized													Gross Amounts Offset	Net Amounts Presented	Financial Instruments		Cash Collateral Received (Posted)	Net Amount
	(In Thousands)																	(In Thousands)
Assets:	Assets:
Interest rate contracts
Interest rate contracts
Interest rate contracts	Interest rate contracts	$	50,397	$	(2,581)	$	47,816		$	—	$	—	$	47,816
Total	Total	$	50,397	$	(2,581)	$	47,816		$	—	$	—	$	47,816

Liabilities:	Liabilities:
Liabilities:
Liabilities:
Interest rate contracts
Interest rate contracts
Interest rate contracts	Interest rate contracts	$	10,428	$	(2,581)	$	7,847		$	—	$	(6,130)	$	1,717
Total	Total	$	10,428	$	(2,581)	$	7,847		$	—	$	(6,130)	$	1,717

June 30, 2022

Gross Amounts Not Offset

Gross Amount Recognized

Gross Amounts Offset

Net Amounts Presented

Financial Instruments

Cash Collateral Received (Posted)

Net Amount

(In Thousands)

June 30, 2023

Gross Amounts Not Offset

Gross Amount Recognized

Gross Amounts Offset

Net Amounts Presented

Financial Instruments

Cash Collateral Received (Posted)

Net Amount

(In Thousands)

Assets:

Interest rate contracts

41,223

—

41,223

—

41,223

Total

41,223

—

41,223

—

41,223

Liabilities:

Interest rate contracts

Total

Credit Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Company also has agreements with its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty. At ~~March~~December 31, 2023, none of the ~~termination value of~~Company’s derivatives were in a net liability ~~position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to those agreements was $7.7 million.~~position. As required under the enforceable master netting arrangement with its derivatives counterparties, ~~at March~~as of December 31, 2023 and June 30, 2023, the Company ~~posted financial collateral of $6.1 million that~~ was not ~~included as an offsetting amount.~~required to post financial collateral.

In addition to the derivative instruments noted above, the Company’s pipeline of loans held for sale at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, included ~~$14.9~~$11.0 million and ~~$20.3~~$11.7 million, respectively, of in process loans whose terms included interest rate locks to borrowers, which are considered free-standing derivative instruments whose fair values are not material to the Company’s financial condition or results of operations.

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10. BENEFIT PLANS

Components of Net Periodic Expense

The following table sets forth the aggregate net periodic benefit expense for the Bank’s Benefit Equalization Plan, Postretirement Welfare Plan, Directors’ Consultation and Retirement Plan, Atlas Bank Retirement Income Plan and Supplemental Executive Retirement Plan:


		Three Months Ended March 31,				Nine Months Ended March 31,				Affected Line Item in the Consolidated Statements of Income
		2023		2022		2023		2022
		(In Thousands)
	Three Months Ended December 31,																			Three Months Ended December 31,								Six Months Ended December 31,						Affected Line Item in the Consolidated Statements of Income
	2023
		(In Thousands)
		(In Thousands)
		(In Thousands)
Service cost
Service cost
Service cost	Service cost	$	24	$	136	$	258	$	412	Salaries and employee benefits	$	20		$		$	117			$		$	38		$		$	234		Salaries and employee benefits			Salaries and employee benefits
Interest cost	Interest cost	88		70		280		208		Other expense	Interest cost		93		96				96		184				184	192					192	Other expense		Other expense
(Accretion) amortization of unrecognized (gain) loss		(6)		20		(18)		60		Other expense
Accretion of unrecognized gain											Accretion of unrecognized gain		(15)					(6)						(30)					(12)				Other expense
Expected return on assets	Expected return on assets	(25)		(27)		(75)		(83)		Other expense	Expected return on assets		(23)		(25)				(25)		(46)				(46)	(50)					(50)	Other expense		Other expense
Net periodic benefit cost	Net periodic benefit cost	$	81	$	199	$	445	$	597

2021 Equity Incentive Plan

During the ~~nine~~six months ended ~~March~~December 31, 2023, the Company granted ~~323,218~~349,257 restricted stock units (“RSUs”) comprised of ~~238,121~~255,062 service-based RSUs and ~~85,097~~94,195 performance-based RSUs. The service-based RSUs will vest in three tranches over a period of three years and the performance-based RSUs will cliff vest upon the achievement of performance measures over the three-year period ending June 30, ~~2025.~~2026. The number of performance-based RSUs that will vest, if any, will depend on whether, and to what extent, the performance measures are achieved. Common stock will be issued from authorized shares upon the vesting of the RSUs.

11. INCOME TAXES

The following table presents a reconciliation between the reported income taxes for the periods presented and the income taxes which would be computed by applying the federal income tax rate of 21% to income for the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022:


		Three Months Ended March 31,						Nine Months Ended March 31,
		2023			2022			2023			2022
		(Dollars in Thousands)						(Dollars in Thousands)
Income before income taxes		$	13,214		$	24,215		$	36,988		$	76,772
	Three Months Ended December 31,																		Three Months Ended December 31,						Six Months Ended December 31,
	2023																2023			2022				2023				2022
	(Dollars in Thousands)																				(Dollars in Thousands)
(Loss) income before income taxes
Statutory federal tax rate	Statutory federal tax rate	21		%	21		%	21		%	21		%	Statutory federal tax rate	21	%		21	%			21	%			21	%
Federal income tax expense at statutory rate		$	2,775		$	5,085		$	7,767		$	16,122
Federal income tax at statutory rate
(Reduction) increase in income taxes resulting from:	(Reduction) increase in income taxes resulting from:
Tax exempt interest
Tax exempt interest
Tax exempt interest	Tax exempt interest	(20)			(66)			(125)			(204)
State tax, net of federal tax effect	State tax, net of federal tax effect	769			1,908			2,065			6,026
Incentive stock option compensation expense	Incentive stock option compensation expense	3			3			9			42
Income from bank-owned life insurance	Income from bank-owned life insurance	(332)			(317)			(1,469)			(973)

Surrender of bank-owned life insurance polices

Surrender of bank-owned life insurance polices

Surrender of bank-owned life insurance polices
Other items, net	Other items, net	(293)			(91)			(57)			(418)

Total income tax expense	Total income tax expense	$	2,902		$	6,522		$	8,190		$	20,595

Total income tax expense

Total income tax expense
Effective income tax rate	Effective income tax rate	21.96		%	26.93		%	22.14		%	26.83		%	Effective income tax rate	(14.79)	%		1.66	%			460.31	%			22.24	%

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~~Index~~Table of Contents

12. 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. There are three levels of inputs that may be used to measure fair values:


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

Level 2:			Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from, or corroborated by, market data by correlation or other means.

Level 3:			Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Assets and Liabilities Measured on a Recurring Basis:

The following methods and significant assumptions were used to estimate the fair values as of ~~the Company’s assets measured at fair value on a recurring basis at March~~December 31, 2023 and June 30, ~~2022:~~2023:

Investment Securities Available for Sale

The Company’s available for sale investment securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things. From time to time, the Company validates prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal models.

Derivatives

The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate contracts. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis and extensions of the Black-Scholes model. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company.

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~~Index~~Table of Contents

Those assets and liabilities measured at fair value on a recurring basis are summarized below:


		March 31, 2023
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
		(In Thousands)
	December 31, 2023											December 31, 2023
	Quoted Prices in Active Markets for Identical Assets (Level 1)									Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	(In Thousands)											(In Thousands)
Assets:	Assets:
Debt securities available for sale:	Debt securities available for sale:
Debt securities available for sale:
Debt securities available for sale:

Asset-backed securities

Asset-backed securities

Asset-backed securities	Asset-backed securities	$	—	$	143,053	$	—	$	143,053
Collateralized loan obligations	Collateralized loan obligations	—		381,937		—		381,937
Corporate bonds	Corporate bonds	—		142,454		—		142,454
Total debt securities	Total debt securities	—		667,444		—		667,444

Mortgage-backed securities available for sale:	Mortgage-backed securities available for sale:
Mortgage-backed securities available for sale:
Mortgage-backed securities available for sale:

Residential pass-through securities

Residential pass-through securities

Residential pass-through securities	Residential pass-through securities	—		451,241		—		451,241
Commercial pass-through securities	Commercial pass-through securities	—		148,381		—		148,381
Total mortgage-backed securities	Total mortgage-backed securities	—		599,622		—		599,622
Total securities available for sale	Total securities available for sale	$	—	$	1,267,066	$	—	$	1,267,066

Interest rate contracts	Interest rate contracts	$	—	$	47,816	$	—	$	47,816
Interest rate contracts
Interest rate contracts

Total assets
Total assets
Total assets	Total assets	$	—	$	1,314,882	$	—	$	1,314,882

Liabilities:	Liabilities:
Liabilities:
Liabilities:
Interest rate contracts
Interest rate contracts
Interest rate contracts	Interest rate contracts	$	—	$	7,847	$	—	$	7,847
Total liabilities	Total liabilities	$	—	$	7,847	$	—	$	7,847

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~~Index~~Table of Contents


		June 30, 2022
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
		(In Thousands)
	June 30, 2023											June 30, 2023
	Quoted Prices in Active Markets for Identical Assets (Level 1)									Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	(In Thousands)											(In Thousands)
Assets:	Assets:
Debt securities available for sale:	Debt securities available for sale:
Debt securities available for sale:
Debt securities available for sale:
Obligations of state and political subdivisions
Obligations of state and political subdivisions
Obligations of state and political subdivisions	Obligations of state and political subdivisions	$	—	$	28,435	$	—	$	28,435
Asset-backed securities	Asset-backed securities	—		166,557		—		166,557
Collateralized loan obligations	Collateralized loan obligations	—		307,813		—		307,813
Corporate bonds	Corporate bonds	—		153,397		—		153,397
Total debt securities	Total debt securities	—		656,202		—		656,202

Mortgage-backed securities available for sale:	Mortgage-backed securities available for sale:
Mortgage-backed securities available for sale:
Mortgage-backed securities available for sale:
Collateralized mortgage obligations
Collateralized mortgage obligations
Collateralized mortgage obligations	Collateralized mortgage obligations	—		7,122		—		7,122
Residential pass-through securities	Residential pass-through securities	—		514,758		—		514,758
Commercial pass-through securities	Commercial pass-through securities	—		166,011		—		166,011
Total mortgage-backed securities	Total mortgage-backed securities	—		687,891		—		687,891
Total securities available for sale	Total securities available for sale	$	—	$	1,344,093	$	—	$	1,344,093

Interest rate contracts	Interest rate contracts	$	—	$	41,223	$	—	$	41,223
Interest rate contracts
Interest rate contracts

Total assets
Total assets
Total assets	Total assets	$	—	$	1,385,316	$	—	$	1,385,316

Assets Measured on a Non-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 non-recurring basis at ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:

Individually Analyzed Collateral Dependent Loans

The fair value of collateral dependent loans that are individually analyzed is determined based upon the appraised fair value of the underlying collateral, less costs to sell. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. Management may also adjust appraised values to reflect estimated changes in market values or apply other adjustments to appraised values resulting from its knowledge of the collateral. Internal valuations may be utilized to determine the fair value of other business assets. For non-collateral-dependent loans, management estimates fair value using discounted cash flows based on inputs that are largely unobservable and instead reflect management’s own estimates of the assumptions as a market participant would in pricing such loans. Individually analyzed collateral dependent loans are considered a Level 3 valuation by the Company.

Other Real Estate Owned

Other real estate owned is recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for credit losses. If further declines in the estimated fair value of the asset occur, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions. Other real estate owned is considered a Level 3 valuation by the Company.

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~~Index~~Table of Contents

Those assets measured at fair value on a non-recurring basis are summarized below:


	December 31, 2023											December 31, 2023
	Quoted Prices in Active Markets for Identical Assets (Level 1)									Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	(In Thousands)											(In Thousands)
Collateral dependent loans:
		March 31, 2023
Multi-family mortgage
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Multi-family mortgage
		(In Thousands)
Collateral dependent loans:
Residential mortgage		$	—	$	—	$	449	$	449
Multi-family mortgage	Multi-family mortgage	—		—		7,529		7,529
Nonresidential mortgage		—		—		10,962		10,962

Total
Total
Total	Total	$	—	$	—	$	18,940	$	18,940

Other real estate owned, net:	Other real estate owned, net:
Residential		$	—	$	—	$	454	$	454
Other real estate owned, net:
Other real estate owned, net:

Nonresidential

Nonresidential

Nonresidential	Nonresidential	—		—		12,956		12,956
Total	Total	$	—	$	—	$	13,410	$	13,410

June 30, 2022
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
(In Thousands)
Collateral dependent loans:
Residential mortgage $ — $ — $ 2,035 $ 2,035
Multi-family mortgage — — 7,517 7,517
Nonresidential mortgage — — 11,479 11,479
Total $ — $ — $ 21,031 $ 21,031
Other real estate owned, net:
Residential $ — $ — $ 178 $ 178
Total $ — $ — $ 178 $ 178

~~- 32 -~~

~~Index~~


	June 30, 2023
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Collateral dependent loans:
Residential mortgage	$	—	$	—	$	449	$	449
Multi-family mortgage	—		—		7,300		7,300
Nonresidential mortgage	—		—		9,972		9,972
Total	$	—	$	—	$	17,721	$	17,721

Other real estate owned, net:
Nonresidential	$	—	$	—	$	12,956	$	12,956
Total	$	—	$	—	$	12,956	$	12,956

The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value:


	December 31, 2023																					December 31, 2023
	Fair Value													Fair Value			Valuation Techniques				Unobservable Input			Range	Weighted Average
	(Dollars in Thousands)																					(Dollars in Thousands)
Collateral dependent loans:
		March 31, 2023
Multi-family mortgage
		Fair Value		Valuation Techniques		Unobservable Input		Range	Weighted Average
Multi-family mortgage
		(Dollars in Thousands)
Collateral dependent loans:
Residential mortgage		$	449	Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	6.92%	6.92	%
Multi-family mortgage	Multi-family mortgage	7,529		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	10% - 12%	10.93	%	$	1,904	Market valuation of underlying collateral		Market valuation of underlying collateral	(1)		Adjustments to reflect current conditions/selling costs	(2)	12.73%			12.73	%
Nonresidential mortgage		10,962		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	9% - 19%	13.95	%

Total
Total
Total	Total	$	18,940

Other real estate owned, net:	Other real estate owned, net:
Residential		$	454	Market valuation of underlying collateral	(3)	Adjustments to reflect current conditions/selling costs	(2)	6.00%	6.00	%

Other real estate owned, net:

Other real estate owned, net:

Nonresidential

Nonresidential

Nonresidential	Nonresidential	12,956		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	4.00%	4.00	%	$	11,982	Market valuation of underlying collateral		Market valuation of underlying collateral	(1)		Adjustments to reflect current conditions/selling costs	(2)	4.00%			4.00	%
Total	Total	$	13,410

June 30, 2022
Fair
Value Valuation
Techniques Unobservable
Input Range Weighted
Average
(Dollars in Thousands)
Collateral dependent loans:
Residential mortgage $ 2,035 Market valuation of underlying collateral (1) Adjustments to reflect current conditions/selling costs (2) 7% - 10% 8.97 %
Multi-family mortgage 7,517 Market valuation of underlying collateral (1) Adjustments to reflect current conditions/selling costs (2) 10% - 12% 11.06 %
Nonresidential mortgage 11,479 Market valuation of underlying collateral (1) Adjustments to reflect current conditions/selling costs (2) 9% - 18% 12.72 %
Total $ 21,031
Other real estate owned, net:
Residential $ 178 Market valuation of underlying collateral (3) Adjustments to reflect current conditions/selling costs (2) 6.00% 6.00 %
Total $ 178

- 32 -

Table of Contents


	June 30, 2023
	Fair Value		Valuation Techniques		Unobservable Input		Range	Weighted Average
	(Dollars in Thousands)
Collateral dependent loans:
Residential mortgage	$	449	Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	6% - 9%	6.93	%
Multi-family mortgage	7,300		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	6% - 9%	7.78	%
Nonresidential mortgage	9,972		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	9% - 16%	11.78	%
Total	$	17,721

Other real estate owned, net:
Nonresidential	$	12,956	Market valuation of underlying collateral	(3)	Adjustments to reflect current conditions/selling costs	(2)	4.00%	4.00	%
Total	$	12,956

(1)The fair value of collateral dependent loans is generally determined based on an independent appraisal of the fair value of a loan’s underlying collateral.

(2)The fair value basis of collateral dependent loans and other real estate owned is adjusted to reflect management’s estimates of selling costs including, but not limited to, real estate brokerage commissions and title transfer fees.

(3)The fair value of other real estate owned is generally determined based upon the lower of an independent appraisal of the property’s fair value or the applicable listing price or contracted sales price.

At ~~March~~December 31, 2023, collateral dependent loans valued using Level 3 inputs comprised loans with principal balance totaling ~~$21.4~~$1.9 million and valuation allowance of ~~$2.5 million~~$35,000 reflecting an aggregate fair value of ~~$18.9~~$1.9 million. By comparison, at June 30, ~~2022,~~2023, collateral dependent loans valued using Level 3 inputs comprised loans with principal balance totaling ~~$24.6~~$21.0 million and valuation allowance of ~~$3.6~~$3.3 million reflecting an aggregate fair value of ~~$21.0~~$17.7 million.

Once a loan is foreclosed, the fair value of the other real estate owned continues to be evaluated based upon the fair value of the repossessed real estate originally securing the loan. At ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, the Company held other real estate owned totaling ~~$13.4~~$12.0 million and ~~$178,000,~~$13.0 million, respectively, whose carrying value was written down utilizing Level 3 inputs.

- 33 -

~~Index~~Table of Contents

The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:


		March 31, 2023
		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)
		(In Thousands)
	December 31, 2023														December 31, 2023
	Carrying Amount											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)
	(In Thousands)														(In Thousands)
Financial assets:	Financial assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	194,568	$	194,568	$	194,568	$	—	$	—
Investment securities available for sale	Investment securities available for sale	1,267,066		1,267,066		—		1,267,066		—
Investment securities held to maturity	Investment securities held to maturity	149,764		136,125		—		136,125		—
Loans held-for-sale	Loans held-for-sale	5,401		5,435		—		5,435		—
Net loans receivable	Net loans receivable	5,917,203		5,489,346		—		—		5,489,346
FHLB Stock	FHLB Stock	76,319		—		—		—		—
Interest receivable	Interest receivable	28,794		28,794		40		9,264		19,490
Interest rate contracts	Interest rate contracts	47,816		47,816		—		47,816		—

Financial liabilities:	Financial liabilities:
Financial liabilities:
Financial liabilities:
Deposits other than certificates of deposits
Deposits other than certificates of deposits
Deposits other than certificates of deposits	Deposits other than certificates of deposits	3,715,060		3,715,060		3,715,060		—		—
Certificates of deposits	Certificates of deposits	2,088,344		2,055,270		—		—		2,055,270
Borrowings	Borrowings	1,611,692		1,608,219		—		—		1,608,219
Interest payable on deposits	Interest payable on deposits	7,219		7,219		1,997		—		5,222
Interest payable on borrowings	Interest payable on borrowings	4,187		4,187		—		—		4,187
Interest rate contracts	Interest rate contracts	7,847		7,847		—		7,847		—

- 34 -

~~Index~~Table of Contents


		June 30, 2022
		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)
		(In Thousands)
	June 30, 2023														June 30, 2023
	Carrying Amount											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)
	(In Thousands)														(In Thousands)
Financial assets:	Financial assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	101,615	$	101,615	$	101,615	$	—	$	—
Investment securities available for sale	Investment securities available for sale	1,344,093		1,344,093		—		1,344,093		—
Investment securities held to maturity	Investment securities held to maturity	118,291		108,118		—		108,118		—
Loans held-for-sale	Loans held-for-sale	28,874		28,831		—		28,831		—
Net loans receivable	Net loans receivable	5,370,787		5,215,079		—		—		5,215,079
FHLB Stock	FHLB Stock	47,144		—		—		—		—
Interest receivable	Interest receivable	20,466		20,466		2		5,210		15,254
Interest rate contracts	Interest rate contracts	41,223		41,223		—		41,223		—

Financial liabilities:	Financial liabilities:
Financial liabilities:
Financial liabilities:
Deposits other than certificates of deposits
Deposits other than certificates of deposits
Deposits other than certificates of deposits	Deposits other than certificates of deposits	3,972,694		3,972,694		3,972,694		—		—
Certificates of deposits	Certificates of deposits	1,889,562		1,866,341		—		—		1,866,341
Borrowings	Borrowings	901,337		900,505		—		—		900,505
Interest payable on deposits	Interest payable on deposits	722		722		147		—		575
Interest payable on borrowings	Interest payable on borrowings	1,611		1,611		—		—		1,611

Commitments. The fair value of commitments to fund credit lines and originate or participate in loans held in portfolio or loans held for sale is estimated using 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, including those relating to loans held for sale that are considered derivative instruments for financial statement reporting purposes, the fair value also considers the difference between current levels of interest and the committed rates. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, is not considered material for disclosure.

Limitations. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no fair value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to value anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment, and advances from borrowers for taxes and insurance. In addition, the 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 any of the estimates.

Finally, 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 introduces a greater degree of subjectivity to these estimated fair values.

- 35 -

~~Index~~Table of Contents

13. COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

The components of accumulated other comprehensive loss included in stockholders’ equity at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 are as follows:


		March 31, 2023		June 30, 2022
		(In Thousands)
	December 31, 2023					December 31, 2023		June 30, 2023
	(In Thousands)						(In Thousands)
Net unrealized loss on securities available for sale	Net unrealized loss on securities available for sale	$	(141,128)	$	(118,031)
Tax effect	Tax effect	40,713		34,104
Net of tax amount	Net of tax amount	(100,415)		(83,927)

Fair value adjustments on derivatives	Fair value adjustments on derivatives	38,671		39,805
Fair value adjustments on derivatives
Fair value adjustments on derivatives
Tax effect	Tax effect	(11,214)		(11,542)
Net of tax amount	Net of tax amount	27,457		28,263

Benefit plan adjustments
Benefit plan adjustments
Benefit plan adjustments	Benefit plan adjustments	(134)		(89)
Tax effect	Tax effect	39		26
Net of tax amount	Net of tax amount	(95)		(63)

Total accumulated other comprehensive loss	Total accumulated other comprehensive loss	$	(73,053)	$	(55,727)
Total accumulated other comprehensive loss
Total accumulated other comprehensive loss

Other comprehensive ~~income (loss)~~loss and related tax effects for the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 are presented in the following table:


		Three Months Ended March 31,				Nine Months Ended March 31,
		2023		2022		2023		2022
		(In Thousands)
	Three Months Ended December 31,										Three Months Ended December 31,			Six Months Ended December 31,
	2023									2023		2022	2023		2022
	(In Thousands)												(In Thousands)
Net unrealized holding gain (loss) on securities available for sale	Net unrealized holding gain (loss) on securities available for sale	$	9,713	$	(59,249)	$	(38,324)	$	(73,995)

Net realized (gain) loss on sale and call of securities available for sale (1)		—		(3)		15,227		(4)
Net realized loss on sale and call of securities available for sale (1)
Net realized loss on sale and call of securities available for sale (1)
Net realized loss on sale and call of securities available for sale (1)

Fair value adjustments on derivatives
Fair value adjustments on derivatives
Fair value adjustments on derivatives	Fair value adjustments on derivatives	(15,397)		24,611		(1,134)		32,878

Benefit plans:	Benefit plans:
(Accretion) amortization of net actuarial (gain) loss (2)		(6)		20		(18)		60
Benefit plans:
Benefit plans:
Accretion of net actuarial (gain) (2)
Accretion of net actuarial (gain) (2)
Accretion of net actuarial (gain) (2)
Net actuarial loss	Net actuarial loss	—		—		(27)		—
Net change in benefit plan accrued expense	Net change in benefit plan accrued expense	(6)		20		(45)		60

Other comprehensive loss before taxes		(5,690)		(34,621)		(24,276)		(41,061)
Other comprehensive income (loss) before taxes
Other comprehensive income (loss) before taxes
Other comprehensive income (loss) before taxes
Tax effect	Tax effect	1,658		10,098		6,950		11,968
Total other comprehensive loss		$	(4,032)	$	(24,523)	$	(17,326)	$	(29,093)
Total other comprehensive income (loss)

___________________________________

(1)Represents amounts reclassified out of accumulated other comprehensive (loss) income and included in ~~gain~~loss on sale of securities on the Consolidated Statements of ~~Income.~~Income (Loss).

(2)Represents amounts reclassified out of accumulated other comprehensive (loss) income and included in the computation of net periodic pension expense. See Note 10 - Benefit Plans for additional information.

- 36 -

~~Index~~Table of Contents

14. NET INCOME (LOSS) PER COMMON SHARE (“EPS”)

The following schedule shows the Company’s earnings per share calculations for the periods presented:


	Three Months Ended December 31,										Three Months Ended December 31,			Six Months Ended December 31,
	2023									2023		2022	2023		2022
	(In Thousands, Except Per Share Data)												(In Thousands, Except Per Share Data)
Net (loss) income
		Three Months Ended March 31,				Nine Months Ended March 31,
		2023		2022		2023		2022
		(In Thousands, Except Per Share Data)
Net income		$	10,312	$	17,693	$	28,798	$	56,177

Weighted average number of common shares outstanding - basic
Weighted average number of common shares outstanding - basic
Weighted average number of common shares outstanding - basic	Weighted average number of common shares outstanding - basic	64,769		69,790		65,181		72,130
Effect of dilutive securities	Effect of dilutive securities	14		27		10		24
Weighted average number of common shares outstanding - diluted	Weighted average number of common shares outstanding - diluted	64,783		69,817		65,191		72,154

Basic earnings per share	Basic earnings per share	$	0.16	$	0.25	$	0.44	$	0.78
Basic earnings per share
Basic earnings per share
Diluted earnings per share	Diluted earnings per share	$	0.16	$	0.25	$	0.44	$	0.78

Stock options for ~~2,993,530~~2,820,922 and ~~3,115,000~~3,096,138 shares of common stock were not considered in computing diluted earnings per share for the three months ended ~~March~~December 31, 2023 and 2022, respectively, and stock options for ~~2,986,628~~2,820,922 and ~~3,115,000~~2,965,000 shares of common stock were not considered in computing diluted earnings per share for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022, respectively, because they were considered anti-dilutive. In addition, 415,999 and 427,347 RSUs were not considered in computing diluted earnings per share for the three months ~~and nine months~~ ended ~~March~~December 31, 2023 and December 31, 2022, respectively and ~~251,905~~533,838 and 323,218 RSUs were not considered in computing diluted earnings per share for the three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2023 and December 31, 2022, respectively because they were considered anti-dilutive.

- 37 -

~~Index~~Table of Contents

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q may include certain forward-looking statements based on current management expectations. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may”, “will”, “believe”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms or variations on those terms, or the negative of those terms. The actual results of the Company could differ materially from those management expectations. This includes statements regarding general economic conditions, the effects of the recent turmoil in the banking industry (including the failure of three financial institutions), legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities and failure to integrate or profitably operate acquired businesses. Additional potential factors include changes in interest rates, the rate of inflation, deposit flows, cost of funds, demand for loan products and financial services, competition and changes in the quality or composition of loan and investment portfolios of the Company. Other factors that could cause future results to vary from current management expectations include changes in accounting principles, policies or guidelines, a potential government shutdown and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices. Further description of the risks and uncertainties to the business are included in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2022,~~2023, under “Item 1A. Risk Factors.”

Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies

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. At ~~March~~December 31, 2023, 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 June 30, ~~2022.~~2023.

Strategic Actions Taken During the Quarter Ended December 31, 2023

Investment Securities Repositioning

As previously announced, we executed the sale of $122.2 million of our available-for-sale (“AFS”) debt securities. The sale resulted in a pre-tax net loss of $18.1 million and had a nominal impact on tangible book value, as the loss was previously reflected in capital via accumulated other comprehensive loss. Proceeds from the sale were utilized to retire higher-cost wholesale funding and to reinvest in loans yielding approximately 7.0%.

Bank-Owned Life Insurance (“BOLI”) Restructuring

We initiated a restructuring of our BOLI portfolio in which $103.4 million of policies yielding 2.1% were exchanged or surrendered and replaced with policies yielding 5.1%. As a result of this restructure, we recognized tax expense of $5.7 million and exchange charges of $573 thousand.

Comparison of Financial Condition at ~~March~~December 31, 2023 and June 30, ~~2022~~2023

Executive Summary. Total assets ~~increased $629.5~~decreased $167.0 million to ~~$8.35~~$7.90 billion at ~~March~~December 31, 2023 from ~~$7.72~~$8.06 billion at June 30, ~~2022.~~2023. The ~~increase~~decrease primarily reflected ~~increases~~decreases in investment securities available for sale, as discussed below, and in net loans ~~receivable and cash and cash equivalents.~~

~~Cash and Cash Equivalents.~~ Cash and cash equivalents increased $93.0 million to $194.6 million at March 31, 2023 from $101.6 million at June 30, 2022. The increase was driven by our decision to hold excess cash on our balance sheet due to external market conditions.receivable.

Investment Securities. Investment securities available for sale decreased ~~$77.0~~$83.6 million to ~~$1.27~~$1.14 billion at ~~March~~December 31, 2023, from ~~$1.34~~$1.23 billion at June 30, ~~2022.~~2023. This decrease was largely the result of sales of ~~$120.4~~$122.2 million and principal repayments of ~~$100.1 million and a fair value decrease of $23.1~~$57.4 million, partially offset by purchases of ~~$166.5~~$64.0 million and a fair value increase of $31.7 million.

Investment securities held to maturity ~~increased $31.5~~decreased $4.5 million to ~~$149.8~~$142.0 million at ~~March~~December 31, 2023 from ~~$118.3~~$146.5 million at June 30, ~~2022.~~2023. This ~~increase~~decrease was largely the result of ~~purchases of $40.4 million, partially offset by~~ principal repayments of ~~$8.8~~$4.7 million.

- 38 -

Table of Contents

Additional information regarding our investment securities at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 is presented in Note 4 to the unaudited consolidated financial statements.

Loans Held-for-Sale. Loans held-for-sale totaled ~~$5.4~~$14.0 million at ~~March~~December 31, 2023 as compared to ~~$28.9~~$9.6 million at June 30, ~~2022~~2023 and are reported separately from the balance of net loans receivable. Loans held-for-sale consisted of residential mortgage loans of $5.4 million at March 31, 2023 as compared to residential mortgage loans and commercial mortgage loans of $7.1 million and $21.7 million, respectively, at June 30, 2022. During the ~~nine~~six months ended ~~March~~December 31, 2023, we sold ~~$78.6~~$39.1 million of residential mortgage loans, resulting in a gain on sale of ~~$561,000,~~$319,000. Additionally, we reclassified three non-performing commercial real estate loans to loans held-for-sale as a result of our intent to sell these assets in the near term. These loans are attributable to one borrower relationship and ~~$24.4~~had a fair value of $9.7 million ~~of commercial mortgage loans, resulting in a net loss on sale of $2.5 million.~~at December 31, 2023.

~~- 38 -~~

~~Index~~

Net Loans Receivable. Net loans receivable ~~increased $546.4~~decreased $79.9 million, or ~~10.2%~~1.4%, to ~~$5.92~~$5.70 billion at ~~March~~December 31, 2023 from ~~$5.37~~$5.78 billion at June 30, ~~2022.~~2023. Details regarding the change in the loan portfolio, by loan segment, isare presented below:


		March 31, 2023		June 30, 2022		Increase/ (Decrease)
		(In Thousands)
	December 31, 2023							December 31, 2023	June 30, 2023		Increase/ (Decrease)
	(In Thousands)									(In Thousands)
Commercial loans:	Commercial loans:
Multi-family mortgage
Multi-family mortgage
Multi-family mortgage	Multi-family mortgage	$	2,835,852	$	2,409,090	$	426,762
Nonresidential mortgage	Nonresidential mortgage	1,002,643		1,019,838		(17,195)
Commercial business	Commercial business	162,038		176,807		(14,769)
Construction	Construction	215,524		140,131		75,393
Total commercial loans	Total commercial loans	4,216,057		3,745,866		470,191

One- to four-family residential mortgage	One- to four-family residential mortgage	1,713,343		1,645,816		67,527
One- to four-family residential mortgage
One- to four-family residential mortgage

Consumer loans:	Consumer loans:
Consumer loans:
Consumer loans:
Home equity loans
Home equity loans
Home equity loans	Home equity loans	44,376		42,028		2,348
Other consumer	Other consumer	2,592		2,866		(274)
Total consumer loans	Total consumer loans	46,968		44,894		2,074

Total loans	Total loans	5,976,368		5,436,576		539,792
Total loans
Total loans

Unaccreted yield adjustments
Unaccreted yield adjustments
Unaccreted yield adjustments	Unaccreted yield adjustments	(10,043)		(18,731)		8,688
Allowance for credit losses	Allowance for credit losses	(49,122)		(47,058)		(2,064)

Net loans receivable	Net loans receivable	$	5,917,203	$	5,370,787	$	546,416
Net loans receivable
Net loans receivable

Commercial loan origination volume for the ~~nine~~six months ended ~~March~~December 31, 2023 totaled ~~$851.5~~$104.7 million, comprised of ~~$708.4~~$17.2 million of commercial mortgage loan originations, ~~$72.5~~$47.1 million of commercial business loan originations and construction loan disbursements of ~~$70.6~~$40.4 million.

One- to four-family residential mortgage loan origination volume, excluding loans held-for-sale, totaled ~~$171.8~~$66.2 million for the ~~nine~~six months ended ~~March~~December 31, 2023 and was supplemented with ~~loan purchases~~the purchase of loans totaling ~~$656,000.~~$49.4 million. Home equity loan and line of credit origination volume for the same period totaled ~~$22.1~~$8.5 million.

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Loan-to-value (“LTV”) ratios are based on current period loan balances and original appraised values at the time of origination unless a current appraisal has been obtained as a result of the loan being deemed collateral dependent and individually analyzed. The following table sets forth the composition of our real estate secured loans indicating the LTV, by loan category, at ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:


		March 31, 2023				June 30, 2022
		Balance		LTV		Balance		LTV
		(Dollars in Thousands)
	December 31, 2023																		December 31, 2023							June 30, 2023
	Balance														Balance					LTV					Balance				LTV
	(Dollars in Thousands)																								(Dollars in Thousands)
Commercial mortgage loans:	Commercial mortgage loans:
Multi-family mortgage
Multi-family mortgage
Multi-family mortgage	Multi-family mortgage	$	2,835,852	64	%	$	2,409,090	64	%	$	2,651,274			64		64		%			$	2,761,775		64			64	%
Nonresidential mortgage	Nonresidential mortgage	1,002,643		54		1,019,838		54
Construction	Construction	215,524		60		140,131		61
Total commercial mortgage loans	Total commercial mortgage loans	4,054,019		61		3,569,059		61

One- to four-family residential mortgage	One- to four-family residential mortgage	1,713,343		63		1,645,816		62
One- to four-family residential mortgage
One- to four-family residential mortgage

Consumer loans:	Consumer loans:
Consumer loans:
Consumer loans:
Home equity loans
Home equity loans
Home equity loans	Home equity loans	44,376		49		42,028		46

Total mortgage loans	Total mortgage loans	$	5,811,738	62	%	$	5,256,903	61	%
Total mortgage loans
Total mortgage loans												$	5,610,076				61		%			$	5,701,066				61	%

Additional information about our loan portfolio at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 is presented in Note 5 to the unaudited consolidated financial statements.

~~- 39 -~~

~~Index~~

Nonperforming ~~Assets and TDRs.~~Assets. Nonperforming assets decreased by ~~$34.8~~$5.8 million to ~~$57.4~~$49.8 million, or 0.63% of total assets, at December 31, 2023, from $55.6 million, or 0.69% of total assets, at ~~March 31, 2023, from $92.2 million, or 1.19% of total assets, at~~ June 30, 2022. At March 31, 2023, we had accruing TDRs totaling $10.2 million, an increase of $1.5 million from $8.7 million at June 30, 2022. At March 31, 2023, we had non-accrual TDRs totaling $7.7 million, a decrease of $5.8 million from $13.5 million at June 30, 2022.2023.

At ~~March~~December 31, 2023, nonperforming assets consisted of ~~$44.0~~$28.1 million of nonperforming loans, $9.7 million of non-accrual commercial loans held for sale and ~~$13.4~~$12.0 million of other real estate owned (“OREO”). At June 30, ~~2022,~~2023, nonperforming assets consisted of ~~$70.3~~$42.6 million of nonperforming loans ~~$21.7~~and $13.0 million ~~of non-accrual commercial loans held for sale and $178,000~~ of OREO.

Additional information about our nonperforming loans and ~~TDRs~~loan modifications at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 is presented in Note 5 to the unaudited consolidated financial statements.

Allowance for Credit Losses (“ACL”). At ~~March~~December 31, 2023, the ACL totaled ~~$49.1~~$44.9 million, or ~~0.82%~~0.78% of total loans, reflecting ~~an increase~~a decrease of ~~$2.1~~$3.9 million from ~~$47.1~~$48.7 million, or ~~0.87%~~0.83% of total loans, at June 30, ~~2022.~~2023. The ~~increase~~decrease during the ~~nine~~six months ended ~~March~~December 31, 2023 was largely attributable to net charge-offs of $6.2 million and a decrease in the balance of loans receivable, partially offset by a provision for credit losses of ~~$2.8 million,~~$2.4 million. The charge-offs recorded were primarily driven by ~~loan growth,~~the reclassification of three non-performing loans to held-for-sale status, reflecting the Company’s intent to sell these assets. Of the $6.2 million of net charge-offs recorded during the six months ended December 31, 2023, $2.2 million had previously been individually reserved for within the ACL. The provision for credit losses for the six months ended December 31, 2023 was primarily driven by charge-offs, as discussed above, partially offset by a ~~reduction~~decrease in the ~~expected life~~balance of ~~the loan portfolio and a net reduction in reserves on~~ loans ~~individually analyzed for impairment.~~receivable.

Additional information about our ACL at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 is presented in Note 6 to the unaudited consolidated financial statements.

Other Assets. The aggregate balance of other assets, including premises and equipment, FHLB stock, interest receivable, goodwill, core deposit intangibles, bank owned life insurance (“BOLI”), deferred income taxes, OREO and other assets, ~~increased $59.1~~decreased $6.8 million to ~~$815.3~~$823.0 million at ~~March~~December 31, 2023 from ~~$756.2~~$829.8 million at June 30, ~~2022.~~2023. The ~~increase~~decrease in the balance of these other assets during the ~~nine~~six months ended ~~March~~December 31, 2023 ~~largely~~ reflected a ~~$29.2 million~~decrease in BOLI due to the restructuring, as discussed above, and a decrease in the market value of interest rate derivatives, partially offset by an increase in ~~FHLB stock~~receivables resulting from surrendered BOLI policies that did not settle until January 2024, and ~~a $13.2 million~~an increase in ~~OREO. The increase in OREO was a result~~Federal Home Loan Bank of ~~our acquisition of a $13.0 million nonresidential real estate property through foreclosure.~~New York (“FHLB”) stock. The remaining change generally reflected normal operating fluctuations within these line items.

Deposits. Total deposits decreased ~~$58.9~~$309.6 million, or ~~1.0%~~5.5%, to ~~$5.80~~$5.32 billion at ~~March~~December 31, 2023 from ~~$5.86~~$5.63 billion at June 30, ~~2022.~~2023. Included in total deposits are brokered and listing service time deposits of ~~$761.0~~$458.4 million at ~~March~~December 31, 2023 and ~~$773.5~~$640.5 million at June 30, ~~2022.~~2023. The following table sets forth the distribution of, and changes in, deposits, by type, for the periods indicated:

March 31,
2023 June 30,
2022 Increase/
(Decrease)
(In Thousands)
Non-interest-bearing deposits $ 617,778 $ 653,899 $ (36,121)
Interest-bearing deposits:
Interest-bearing demand 2,285,799 2,265,597 20,202
Savings 811,483 1,053,198 (241,715)
Certificates of deposit 2,088,344 1,889,562 198,782
Interest-bearing deposits 5,185,626 5,208,357 (22,731)
Total deposits $ 5,803,404 $ 5,862,256 $ (58,852)

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	December 31, 2023		June 30, 2023		Increase/ (Decrease)
	(In Thousands)
Non-interest-bearing deposits	$	584,130	$	609,999	$	(25,869)

Interest-bearing deposits:
Interest-bearing demand	2,347,262		2,252,912		94,350
Savings	646,182		748,721		(102,539)
Certificates of deposit (retail)	1,283,676		1,377,028		(93,352)
Certificates of deposit (brokered and listing service)	458,380		640,523		(182,143)
Interest-bearing deposits	4,735,500		5,019,184		(283,684)
Total deposits	$	5,319,630	$	5,629,183	$	(309,553)

Uninsured deposits totaled ~~$1.68~~$1.81 billion as of ~~March~~December 31, 2023 compared to ~~$1.53~~$1.77 billion as of June 30, ~~2022.~~2023. Excluding collateralized deposits of state and local governments, and deposits of the Bank’s wholly-owned subsidiary and holding company, uninsured deposits totaled ~~$705.7~~$695.7 million, or ~~12.2%~~13.1% of total deposits, at ~~March~~December 31, 2023 compared to ~~$792.1~~$710.4 million, or ~~13.5%~~12.6% of total deposits, at June 30, ~~2022.~~2023.

Additional information about our deposits at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 is presented in Note 7 to the unaudited consolidated financial statements.

Borrowings. The balance of borrowings increased by ~~$710.4~~$160.2 million to ~~$1.61~~$1.67 billion at ~~March~~December 31, 2023 from ~~$901.3 million~~$1.51 billion at June 30, ~~2022.~~2023. The growth in borrowings ~~funded our balance sheet growth.~~was driven by an increase in advances from the FHLB and resulted from the decline in brokered deposits of $182.1 million.

At ~~March~~December 31, 2023, we maintained available secured borrowing capacity of ~~$2.37~~$1.78 billion, of which ~~$1.88~~$1.38 billion was immediately accessible via in-place collateral and ~~$493.2~~$400.8 million represented the market value of unpledged securities.

Additional information about our borrowings at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 is presented in Note 8 to the unaudited consolidated financial statements.

~~- 40 -~~

~~Index~~

Other Liabilities. The balance of other liabilities, including advance payments by borrowers for taxes and other miscellaneous liabilities, increased ~~$5.7~~$3.6 million to ~~$68.0~~$63.2 million at ~~March~~December 31, 2023 from ~~$62.3~~$59.5 million at June 30, ~~2022.~~2023. The change in the balance of these other liabilities generally reflected normal operating fluctuations during the period.

Stockholders’ Equity. Stockholders’ equity decreased ~~$27.8~~$21.3 million to ~~$866.2~~$848.0 million at ~~March~~December 31, 2023 from ~~$894.0~~$869.3 million at June 30, ~~2022.~~2023. The decrease in stockholders’ equity during the ~~nine~~six months ended ~~March~~December 31, 2023 largely reflected cash dividends of ~~$21.6~~$13.9 million, ~~and~~ share repurchases of ~~$21.1~~$11.2 million and a net loss of $4.0 million. ~~In addition,~~These items were offset by a decrease in other comprehensive loss ~~net~~ of ~~income tax, was $17.3~~$5.6 million, which was driven by ~~a decline~~an increase in the fair value of our available for sale ~~securities. These items were~~securities, partially offset by ~~net income~~a decrease in the fair value of ~~$28.8 million.~~our derivatives portfolio.

Book value per share decreased by ~~$0.03~~$0.04 to ~~$12.99~~$13.16 at ~~March~~December 31, 2023 while tangible book value per share decreased by $0.11 to ~~$9.79~~$9.85 at ~~March~~December 31, 2023.

On August 1, 2022, we announced that the Board of Directors had authorized a new stock repurchase plan to repurchase up to 4,000,000 shares, and the completion of our previous stock repurchase plan, which authorized the repurchase of 7,602,021 shares. During the ~~nine~~six months ended ~~March~~December 31, 2023, we repurchased ~~2,007,892~~1,504,747 shares of common stock at a cost of ~~$21.1~~$11.2 million, or ~~$10.49~~$7.47 per ~~share, including 1,682,747 shares, or 42.1%~~share. On November 7, 2023, we announced the completion of ~~the shares authorized for~~this stock repurchase ~~under the current repurchase program, at a total cost of $17.4 million or $10.37 per share.~~plan.

Comparison of Operating Results for the Quarter Ended ~~March~~December 31, 2023 and ~~March~~December 31, 2022

Net (Loss) Income. Net ~~income~~loss for the quarter ended ~~March~~December 31, 2023 was ~~$10.3~~$13.8 million, or ~~$0.16~~$0.22 per diluted share, compared to ~~$17.7~~net income of $2.0 million, or ~~$0.25~~$0.03 per diluted share for the quarter ended ~~March~~December 31, 2022. The decrease in net income reflected a decrease in net interest income, a decrease in non-interest income, an increase in the provision for credit losses and ~~a decrease~~an increase in ~~non-interest~~ income tax expense, partially offset by a decrease in non-interest ~~expense~~expense. The net loss for the current quarter included a $12.9 million after-tax net loss on the sale of securities that resulted from a previously announced investment securities repositioning and ~~a decrease in income tax expense.~~an after-tax net loss of $6.3 million from the BOLI restructure, as discussed above.

Net Interest Income. Net interest income decreased by ~~$5.4~~$8.9 million to ~~$42.4~~$35.8 million for the quarter ended ~~March~~December 31, 2023 compared to ~~$47.7~~$44.8 million for the quarter ended December 31, 2022. The decrease between the comparative periods resulted

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from an increase of $19.1 million in interest expense, partially offset by an increase of $10.2 million in interest income. Included in net interest income for the quarters ended December 31, 2023 and 2022, respectively, was purchase accounting accretion of $640,000 and $1.9 million, and loan prepayment penalty income of $185,000 and $166,000.

Net interest margin decreased 44 basis points to 1.94% for the quarter ended December 31, 2023, from 2.38% for the quarter ended December 31, 2022 and reflected an increase in the cost of interest-bearing liabilities and a decrease in the average balance of interest-earning assets, partially offset by an increase in the yield on interest-earning assets and a decrease in the average balance of interest-earning liabilities. The increased cost of interest-bearing liabilities and yield on interest-earning assets is the result of higher market interest rates that were caused by an increase in the federal funds target rate from 0% - 0.25% in March 2022 to 5.25% - 5.50% in July 2023.

Details surrounding the composition of, and changes to, net interest income are presented in the table below which reflects the components of the average balance sheet and of net interest income for the periods indicated. We derived the average yields and costs by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented with daily balances used to derive average balances. No tax equivalent adjustments have been made to yield or costs. Non-accrual loans were included in the calculation of average balances, however interest receivable on these loans has been fully reserved for and therefore not included in interest income. The yields and costs set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.


	Three Months Ended December 31,
	2023						2022
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable (1)	$	5,726,321	$	63,384	4.43	%	$	5,839,903	$	57,996	3.97	%
Taxable investment securities (2)	1,509,165		16,756		4.44		1,527,578		13,221		3.46
Tax-exempt securities (2)	15,025		84		2.25		37,917		219		2.32
Other interest-earning assets (3)	139,740		2,401		6.87		114,175		1,005		3.52
Total interest-earning assets	7,390,251		82,625		4.47		7,519,573		72,441		3.85
Non-interest-earning assets	554,335						550,519
Total assets	$	7,944,586					$	8,070,092

Interest-bearing liabilities:
Interest-bearing demand	$	2,301,169	16,736		2.91		$	2,359,977	9,625		1.63
Savings	664,926		738		0.44		931,584		953		0.41
Certificates of deposit	1,824,316		12,866		2.82		2,192,722		8,244		1.50
Total interest-bearing deposits	4,790,411		30,340		2.53		5,484,283		18,822		1.37
Federal Home Loan Bank advances	1,513,497		14,436		3.82		997,148		8,836		3.54
Other borrowings	142,283		2,010		5.65		—		—		—
Borrowings	1,655,780		16,446		3.97		997,148		8,836		3.54
Total interest-bearing liabilities	6,446,191		46,786		2.90		6,481,431		27,658		1.71
Non-interest-bearing liabilities (4)	659,681						723,567
Total liabilities	7,105,872						7,204,998
Stockholders' equity	838,714						865,094
Total liabilities and stockholders' equity	$	7,944,586					$	8,070,092

Net interest income			$	35,839					$	44,783
Interest rate spread (5)					1.57	%					2.14	%
Net interest margin (6)					1.94	%					2.38	%
Ratio of interest-earning assets to interest-bearing liabilities	1.15						1.16

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(1)Loans held-for-sale and non-accruing loans have been included in loans receivable and the effect of such inclusion was not material. Allowance for credit losses has been included in non-interest-earning assets.

(2)Fair value adjustments have been excluded in the balances of interest-earning assets.

(3)Includes interest-bearing deposits at other banks and FHLB of New York capital stock.

(4)Includes average balances of non-interest-bearing deposits of $597.3 million and $666.8 million for the quarter ended December 31, 2023 and 2022, respectively.

(5)Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(6)Net interest margin represents net interest income as a percentage of average interest-earning assets.

Provision for Credit Losses. The provision for credit losses increased $434,000 to a provision for credit losses of $2.1 million for the quarter ended December 31, 2023, compared to provision for credit losses of $1.7 million for the quarter ended December 31, 2022. The provision for the quarter ended December 31, 2023 was primarily driven by charge-offs on three commercial real estate loans, as discussed above, partially offset by a decrease in the balance of loans receivable. By comparison, the provision for credit losses for the quarter ended December 31, 2022 was largely attributable to loan growth in the quarter, partially offset by a reduction in the qualitative component of our ACL.

Additional information regarding the ACL and the associated provisions recognized during the quarters ended December 31, 2023 and 2022 is presented in Note 6 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at December 31, 2023 and June 30, 2023.

Non-Interest Income. Total non-interest income decreased $7.5 million to a loss of $16.0 million for the quarter ended December 31, 2023.

Loss on sale and call of securities was $18.1 million during the quarter ended December 31, 2023 compared to $15.2 million during the prior period. The loss in the current period was due to a previously announced repositioning of our investment securities portfolio that involved the sale of $122.2 million of available for sale debt securities. Proceeds from the sale were utilized to retire higher-cost wholesale funding and to reinvest in loans yielding approximately 7.0%.

We recognized a non-recurring loss of $974,000 attributable to the write-down of one other real estate owned (“OREO”) property during the quarter ended December 31, 2023, while there were no such losses recorded in the prior period. OREO income for the quarter ended December 31, 2023 was $182,000.

Income from BOLI decreased $599,000 to $1.2 million for the quarter ended December 31, 2023, due to non-recurring exchange charges related to the BOLI restructure, as discussed above.

Other non-interest income decreased $2.9 million to $811,000 for the quarter ended December 31, 2023. The decrease in other non-interest income was primarily attributable to a $2.9 million gain from the sale of a former branch location during the prior year period.

The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.

Non-Interest Expense. Total non-interest expense decreased $2.9 million to $29.8 million for the quarter ended December 31, 2023.

Salaries and employee benefits decreased $2.6 million to $17.3 million for quarter ended December 31, 2023. This decrease was primarily driven by lower salary expense resulting from a decrease in employee headcount from December 31, 2022 to December 31, 2023, and a decrease in incentive payments tied to loan origination volume. The headcount reductions were mainly attributable to the workforce realignment completed in the quarter ended December 31, 2022, which included $250,000 of non-recurring severance expense.

Net occupancy expense of premises decreased $313,000 to $2.7 million for the quarter ended December 31, 2023. This decrease was primarily due to lower depreciation expense, rent expense and maintenance expense associated with two retail branch closures completed in the quarter ended June 30, 2023.

Advertising and marketing expense decreased $430,000 to $301,000 for the quarter ended December 31, 2023. This decrease in advertising expense resulted from the adoption of lower cost in-house digital campaigns supporting our loan and deposit growth initiatives.

FDIC insurance premiums increased $269,000 to $1.5 million for the quarter ended December 31, 2023. The increase was largely attributable to an updated assessment rate from the FDIC which did not impact the prior year period.

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Other non-interest expense increased $229,000 to $3.8 million for the quarter ended December 31, 2023. This increase was primarily attributable to a $502,000 increase in real estate owned expenses. At December 31, 2023, we were under contract to sell a $12 million OREO asset that was subsequently sold in January 2024. This increase was partially offset by a $166,000 decrease in the provision for credit losses on unfunded commitments.

The remaining changes in the other components of non-interest expense between comparative periods generally reflected normal operating fluctuations within those line items.

Provision for Income Taxes. Provision for income taxes increased $1.7 million to $1.8 million for the quarter ended December 31, 2023 from $33,000 for the quarter ended December 31, 2022.

The increase in income tax expense reflected $5.7 million of discrete tax costs related to the BOLI restructure, as discussed above, partially offset by lower income driven by higher realized losses on the sale of securities, as discussed above.

Effective tax rates for the quarter ended December 31, 2023 and 2022 were (14.8)% and 1.7%, respectively. The increase in the effective tax rate was primarily due to $5.7 million of discrete tax cost associated with the BOLI restructure, as discussed above. This increase was partially offset by a year-to-date tax rate true-up which resulted from the loss on the sale of securities during the current quarter. The loss lowered our full year projected taxable income and income tax provision.

Comparison of Operating Results for the Six Months Ended December 31, 2023 and December 31, 2022

Net (Loss) Income. Net loss for the six months ended December 31, 2023 was $4.0 million, or $0.06 per diluted share, compared to net income of $18.5 million, or $0.28 per diluted share for the six months ended December 31, 2022. The decrease in net income reflected a decrease in net interest income, a decrease in non-interest income and an increase in the provision for credit losses, partially offset by decreases in non-interest expense and income tax expense. The net loss for the current year period included a $12.9 million after-tax net loss on the sale of securities that resulted from a previously announced investment securities repositioning and an after-tax net loss of $6.3 million from the BOLI restructure, as discussed above.

Net Interest Income. Net interest income decreased by $18.3 million to $75.0 million for the six months ended December 31, 2023 compared to $93.3 million for the six months ended December 31, 2022. The decrease between the comparative periods resulted from an increase of ~~$27.9~~$45.2 million in interest expense, partially offset by an increase of ~~$22.6~~$26.9 million in interest income. Included in net interest income for the ~~quarters~~six months ended ~~March~~December 31, 2023 and 2022, respectively, was purchase accounting accretion of ~~$711,000~~$1.3 million and ~~$1.9~~$3.7 million, and loan prepayment penalty income of ~~$103,000~~$452,000 and ~~$1.3 million.~~$607,000.

Net interest margin decreased 6951 basis points to ~~2.20%~~2.02% for the ~~quarter~~six months ended ~~March~~December 31, 2023, from ~~2.89%~~2.53% for the ~~quarter~~six months ended ~~March~~December 31, 2022 and reflected increases in the cost and average balance of interest-bearing liabilities, partially offset by increases in the ~~yield on and~~ average balance of and yield on interest-earning assets. The increased cost of interest-bearing liabilities and yield on interest-earning assets is the result of higher market interest rates that were caused by an increase in the federal funds target rate from 0% - 0.25% in March 2022 to ~~4.75%~~5.25% - ~~5.00%~~5.50% in ~~March~~July 2023.

- 4144 -

~~Index~~Table of Contents


		Three Months Ended March 31,
		2023						2022
		Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
		(Dollars in Thousands)
	Six Months Ended December 31,																														Six Months Ended December 31,
	2023																					2023											2022
	Average Balance																Average Balance				Interest				Average Yield/ Cost					Average Balance					Interest			Average Yield/ Cost
	(Dollars in Thousands)																														(Dollars in Thousands)
Interest-earning assets:	Interest-earning assets:
Loans receivable(1)
Loans receivable(1)
Loans receivable (1)	Loans receivable (1)	$	5,986,669	$	60,172	4.02	%	$	4,850,236	$	45,846	3.78	%	$	5,757,197	$		$	126,153	4.38		4.38	%				$	5,696,949	$		$	110,931		3.89		3.89	%
Taxable investment securities (2)	Taxable investment securities (2)	1,558,222		15,459		3.97		1,620,996		8,024		1.98
Tax-exempt securities (2)	Tax-exempt securities (2)	17,663		99		2.23		55,390		316		2.28
Other interest-earning assets (3)	Other interest-earning assets (3)	131,682		1,441		4.38		79,644		415		2.08
Total interest-earning assets	Total interest-earning assets	7,694,236		77,171		4.01		6,606,266		54,601		3.31
Non-interest-earning assets	Non-interest-earning assets	575,009						601,684
Total assets	Total assets	$	8,269,245					$	7,207,950
Total assets
Total assets

Interest-bearing liabilities:	Interest-bearing liabilities:

Interest-bearing liabilities:

Interest-bearing liabilities:
Interest-bearing demand
Interest-bearing demand
Interest-bearing demand	Interest-bearing demand	$	2,363,762	11,849		2.01		$	2,133,977	1,166		0.22
Savings	Savings	858,673		881		0.41		1,088,351		274		0.10
Certificates of deposit	Certificates of deposit	2,069,396		9,516		1.84		1,650,048		2,125		0.52
Total interest-bearing deposits	Total interest-bearing deposits	5,291,831		22,246		1.68		4,872,376		3,565		0.29
Federal Home Loan Bank advances	Federal Home Loan Bank advances	1,402,269		12,533		3.58		632,811		3,286		2.08
Other borrowings	Other borrowings	1,611		21		5.15		51,667		23		0.17
Borrowings	Borrowings	1,403,880		12,554		3.58		684,478		3,309		1.93
Total interest-bearing liabilities	Total interest-bearing liabilities	6,695,711		34,800		2.08		5,556,854		6,874		0.49
Non-interest-bearing liabilities (4)	Non-interest-bearing liabilities (4)	694,651						673,607
Total liabilities	Total liabilities	7,390,362						6,230,461
Total liabilities
Total liabilities
Stockholders' equity	Stockholders' equity	878,883						977,489
Stockholders' equity
Stockholders' equity
Total liabilities and stockholders' equity
Total liabilities and stockholders' equity
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	8,269,245					$	7,207,950

Net interest income	Net interest income			$	42,371					$	47,727

Net interest income

Net interest income
Interest rate spread(5)
Interest rate spread(5)
Interest rate spread (5)	Interest rate spread (5)					1.93	%					2.82	%											1.66		%													2.34	%
Net interest margin (6)	Net interest margin (6)					2.20	%					2.89	%	Net interest margin(6)												2.02	%													2.53	%
Ratio of interest-earning assets to interest-bearing liabilities	Ratio of interest-earning assets to interest-bearing liabilities	1.15						1.19

___________________________________

(2)Fair value adjustments have been excluded in the balances of interest-earning assets.

(3)Includes interest-bearing deposits at other banks and FHLB of New York capital stock.

(4)Includes average balances of non-interest-bearing deposits of ~~$634.3~~$604.8 million and ~~$624.2~~$667.2 million for the ~~quarter ended March 31, 2023 and 2022, respectively.~~

~~(5)Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.~~

~~(6)Net interest margin represents net interest income as a percentage of average interest-earning assets.~~

~~- 42 -~~

~~Index~~

~~Provision for Credit Losses~~. The provision for credit losses increased $4.4 million to a provision for credit losses of $451,000 for the quarter ended March 31, 2023, compared to a reversal of credit losses of $3.9 million for the quarter ended March 31, 2022. The provision for the quarter ended March 31, 2023 was largely driven by a slower prepayment rate assumption, partially offset by a net reduction in reserves on loans individually analyzed for impairment. By comparison, the reversal for the quarter ended March 31, 2022 was largely attributable to an improvement in our economic forecast and a net reduction in reserves on loans individually analyzed for impairment.

Additional information regarding the ACL and the associated provisions recognized during the quarters ended March 31, 2023 and 2022 is presented in Note 6 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at March 31, 2023 and June 30, 2022.

~~Non-Interest Income. Total non-interest income decreased $1.5 million to $1.6 million for the quarter ended March 31, 2023.~~

~~Fees and service charges increased $293,000 to $910,000 for the quarter ended March 31, 2023. The increase reflected increases in various loan-related and deposit-related fees and charges.~~

Loss on sale of loans was $2.4 million during the quarter ended March 31, 2023 compared to a gain on sale of loans of $376,000 during the comparative period. The current period included a loss of $2.5 million that resulted from the sale of a non-performing commercial mortgage loan held-for-sale.

Other non-interest income increased $833,000 to $1.1 million for the quarter ended March 31, 2023. The increase in other non-interest income was primarily attributable to a $509,000 increase in income from investment services.

~~The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.~~

~~Non-Interest Expense~~. Total non-interest expense decreased $271,000 to $30.4 million for the quarter ended March 31, 2023. Non-interest expense for the quarter ended March 31, 2023 included $800,000 of branch consolidation expense, of which $250,000 was recorded in occupancy expense and $550,000 was recorded in other expense.

Salaries and employee benefits decreased $1.2 million to $18.0 million for quarter ended March 31, 2023. This decrease was primarily driven by a decrease in incentive payments tied to loan origination volume.

~~FDIC insurance premiums increased $1.1 million to $1.5 million for the quarter ended March 31, 2023. The increase was largely driven by asset growth.~~

~~The remaining changes in the other components of non-interest expense between comparative periods generally reflected normal operating fluctuations within those line items.~~

~~Provision for Income Taxes. Provision for income taxes decreased $3.6 million to $2.9 million for the quarter ended March 31, 2023 from $6.5 million for the quarter ended March 31, 2022.~~

~~The decrease in income tax expense reflected a lower level of pre-tax income as compared to the prior period.~~

Effective tax rates for the quarter ended March 31, 2023 and 2022 were 22.0% and 26.9%, respectively. The decrease in the effective tax rate was primarily due to lower full year projected taxable income.

~~Comparison of Operating Results for the Nine Months Ended March 31, 2023 and March 31, 2022~~

~~Net Income. Net income for the nine~~six months ended March 31, 2023 was $28.8 million, or $0.44 per diluted share, compared to $56.2 million, or $0.78 per diluted share for the nine months ended March 31, 2022. The decrease in net income reflected a decrease in net interest income, an increase in the provision for credit losses, a decrease in non-interest income and an increase in non-interest expense, partially offset by a decrease in income tax expense.

~~Net Interest Income~~. Net interest income decreased by $10.3 million to $135.7 million for the nine months ended March 31, 2023 compared to $146.0 million for the nine months ended March 31, 2022. The decrease between the comparative periods resulted from an increase of $56.6 million in interest expense, partially offset by an increase of $46.3 million in interest income. Included in net interest income for the nine months ended March 31, 2023 and 2022, respectively, was purchase accounting accretion of $4.4 million and $7.4 million, and loan prepayment penalty income of $710,000 and $4.5 million.

~~- 43 -~~

~~Index~~

Net interest margin decreased 53 basis points to 2.42% for the nine months ended March 31, 2023, from 2.95% for the nine months ended March 31, 2022 and reflected increases in the cost and average balance of interest-bearing liabilities, partially offset by increases in the average balance of and yield on interest-earning assets. The increased cost of interest-bearing liabilities and yield on interest-earning assets is the result of higher market interest rates that were caused by an increase in the federal funds target rate from 0% - 0.25% in March 2022 to 4.75% - 5.00% in March 2023.

Nine Months Ended March 31,
2023 2022
Average
Balance Interest Average
Yield/
Cost Average
Balance Interest Average
Yield/
Cost
(Dollars in Thousands)
Interest-earning assets:
Loans receivable(1)
$ 5,792,113 $ 171,103 3.94 % $ 4,836,189 $ 141,651 3.91 %
Taxable investment securities(2)
1,534,083 39,119 3.40 1,627,160 23,831 1.95
Tax-exempt securities(2)
34,976 603 2.30 57,411 976 2.27
Other interest-earning assets(3)
111,150 3,207 3.85 81,078 1,261 2.07
Total interest-earning assets 7,472,322 214,032 3.82 6,601,838 167,719 3.39
Non-interest-earning assets 565,180 609,996
Total assets $ 8,037,502 $ 7,211,834
Interest-bearing liabilities:
Interest-bearing demand $ 2,359,328 $ 26,865 1.52 $ 2,037,725 $ 3,446 0.23
Savings 937,101 2,429 0.35 1,092,738 896 0.11
Certificates of deposit 2,092,514 22,643 1.44 1,714,448 6,951 0.54
Total interest-bearing deposits 5,388,943 51,937 1.29 4,844,911 11,293 0.31
Federal Home Loan Bank advances 1,011,104 25,671 3.39 655,080 10,387 2.11
Other borrowings 43,325 739 2.28 35,292 35 0.13
Borrowings 1,054,429 26,410 3.34 690,372 10,422 2.01
Total interest-bearing liabilities 6,443,372 78,347 1.62 5,535,283 21,715 0.52
Non-interest-bearing liabilities(4)
714,233 671,935
Total liabilities 7,157,605 6,207,218
Stockholders' equity 879,897 1,004,616
Total liabilities and stockholders' equity $ 8,037,502 $ 7,211,834
Net interest income $ 135,685 $ 146,004
Interest rate spread(5)
2.20 % 2.87 %
Net interest margin(6)
2.42 % 2.95 %
Ratio of interest-earning assets to interest-bearing liabilities 1.16 1.19

~~(1)~~Loans held-for-sale and non-accruing loans have been included in loans receivable and the effect of such inclusion was not material. Allowance for credit losses has been included in non-interest-earning assets.

~~(2)Fair value adjustments have been excluded in the balances of interest-earning assets.~~

~~(3)Includes interest-bearing deposits at other banks and FHLB of New York capital stock.~~

~~(4)Includes average balances of non-interest-bearing deposits of $656.4 million and $619.5 million for the nine months ended March~~December 31, 2023 and 2022, respectively.

(5)Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(6)Net interest margin represents net interest income as a percentage of average interest-earning assets.

~~- 44 -~~

~~Index~~

Provision for Credit Losses. The provision for credit losses increased ~~$14.5 million~~$9,000 to a provision for credit losses of ~~$2.8~~$2.4 million for the ~~nine~~six months ended ~~March~~December 31, 2023, compared to a ~~reversal of~~provision for credit losses of ~~$11.7~~$2.3 million for the ~~nine~~six months ended ~~March~~

- 45 -

Table of Contents

December 31, 2022. The provision for the ~~nine~~six months ended ~~March~~December 31, 2023 was primarily driven by charge-offs on three commercial real estate loans attributable to one borrower relationship. By comparison, the provision for credit losses for the six months ended December 31, 2022 was largely attributable to loan growth, partially offset by a reduction in the ~~expected life~~qualitative component of ~~the loan portfolio~~our ACL and a net reduction in reserves on loans individually analyzed for impairment. By comparison, the reversal for the nine months ended March 31, 2022 was largely attributable to an improvement in our economic forecast, a reduction in the expected life of ~~various segments of~~ the loan ~~portfolio and a net reduction in reserves on loans individually analyzed for impairment.~~portfolio.

Additional information regarding the ACL and the associated provisions recognized during the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 is presented in Note 6 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at ~~March~~December 31, 2023 and June 30, ~~2022.~~2023.

Non-Interest Income. Total non-interest income decreased ~~$12.0~~$9.4 million to a loss of ~~$915,000~~$12.0 million for the ~~nine~~six months ended ~~March~~December 31, 2023.

Loss on sale and call of securities was ~~$15.2~~$18.1 million during the ~~nine~~six months ended ~~March~~December 31, 2023 compared to a ~~gain~~loss of ~~$4,000~~$15.2 million recorded during the prior ~~comparative~~year period. The loss in the current period was ~~the result of~~due to a previously announced ~~wholesale restructuring~~repositioning of our investment securities portfolio that involved the sale of ~~$120.4~~$122.2 million of available for sale ~~securities during the nine months ended March 31, 2023. The proceeds of~~debt securities. Proceeds from the sale were ~~reinvested~~utilized to retire higher-cost wholesale funding and to reinvest in ~~higher~~loans yielding ~~securities.~~approximately 7.0%.

~~Loss on sale~~We recognized a non-recurring loss of ~~loans was $1.8 million~~$974,000 attributable to the write-down of one other real estate owned (“OREO”) property during the quarter ended December 31, 2023, while there were no such losses recorded in the prior period. OREO income for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to a gain on sale of loans of $2.4 million during the comparative period. The current period included a loss of $2.5 million that resulted from the sale of a non-performing commercial mortgage loan held-for-sale. In addition, the decrease in gain on sale of loans reflected a decrease in the volume of loans sold between comparative periods.was $346,000.

Income from bank owned life insurance ~~increased $2.4~~decreased $2.6 million to ~~$7.0~~$2.8 million for the ~~nine~~six months ended ~~March~~December 31, 2023. The ~~increase is~~decrease was primarily attributable to non-recurring exchange charges related to the ~~result~~BOLI restructure, as discussed above, and the absence of ~~payouts on~~non-recurring payments from life insurance ~~policies.~~policies reflected in the prior year period.

Other non-interest income ~~increased $4.4~~decreased $2.5 million to ~~$5.3~~$1.8 million for the ~~nine~~six months ended ~~March~~December 31, 2023. The ~~increase~~decrease in other non-interest income was primarily attributable to a non-recurring gain of $2.9 million from the sale of a former branch location ~~and a $1.6 million increase in income from investment services. These increases were partially offset by $356,000 of non-recurring gains on asset disposals in~~during the prior ~~comparative~~year period.

The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.

Non-Interest Expense. Total non-interest expense ~~increased $2.9~~decreased $5.1 million to ~~$95.0~~$59.5 million for the ~~nine~~six months ended ~~March~~December 31, 2023. Non-interest expense for the nine months ended March 31, 2023 included $800,000 of branch consolidation expense, of which $250,000 was recorded in occupancy expense and $550,000 was recorded in other expense.

Salaries and employee benefits ~~increased $2.4~~decreased $5.2 million to ~~$58.3~~$35.0 million for the ~~nine~~six months ended ~~March~~December 31, 2023. This ~~increase~~decrease was ~~largely due to higher~~primarily driven by lower salary expense ~~an increase~~resulting from a decrease in employee headcount from December 31, 2022 to December 31, 2023, and a decrease in incentive payments tied to loan origination ~~volume and~~volume. The headcount reductions were mainly attributable to the workforce realignment completed in the quarter ended December 31, 2022, which included $250,000 of non-recurring severance ~~expense resulting from a reduction in headcount. Partially offsetting these increases was a decrease in incentive compensation~~ expense.

Net occupancy expense of premises decreased ~~$1.8 million~~$645,000 to ~~$9.2~~$5.4 million for the ~~nine~~six months ended ~~March~~December 31, 2023. This decrease was primarily due to ~~expenses recognized~~decreases in ~~the prior period including $1.5 million~~rent expense, depreciation expense, and building repairs and maintenance expense. These decreases are a result of non-recurring expenses related to the consolidation of three retail branch locations and an office facility and $250,000 related to facility repairs made in connection with damage incurred during Tropical Storm Ida. The current period includes $250,000 of non-recurring expenses related to the consolidation of two ~~retail~~ branch ~~locations.~~locations during the quarter ended June 30, 2023.

Advertising and marketing expense decreased $949,000 to $529,000 for the quarter ended December 31, 2023. This decrease in advertising expense resulted from the adoption of lower cost in-house digital campaigns supporting our loan and deposit growth initiatives.

FDIC insurance premiums increased ~~$2.0 million~~$887,000 to ~~$3.7~~$3.0 million for the ~~nine~~six months ended ~~March~~December 31, 2023. The increase was largely ~~driven~~attributable to an updated assessment rate from the FDIC which did not impact the prior year period.

Other non-interest expense increased $643,000 to $7.1 million for the six months ended December 31, 2023. This increase was primarily attributable to a $1.1 million increase in OREO expenses. At December 31, 2023, we were under contract to sell a $12 million OREO asset that was subsequently sold in January 2024. This increase was partially offset by ~~asset growth.~~a decrease in professional and consulting and loan expense.

The remaining changes in the other components of non-interest expense between comparative periods generally reflected normal operating fluctuations within those line items.

Provision for Income Taxes. Provision for income taxes decreased ~~$12.4 million~~$197,000 to ~~$8.2~~$5.1 million for the ~~nine~~six months ended ~~March~~December 31, 2023 from ~~$20.6~~$5.3 million for the ~~nine~~six months ended ~~March~~December 31, 2022.

The decrease in income tax expense reflected a lower level of pre-tax income as compared to the prior ~~period.~~period, partially offset by $5.7 million of discrete tax cost associated with the BOLI restructure, as discussed above.

Effective tax rates for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 were ~~22.1%~~460.3% and ~~26.8%~~22.2%, respectively. The ~~decrease~~increase in the effective tax rate was primarily due to ~~lower full year projected taxable income, noted above,~~discrete tax costs of $5.7 million associated with the BOLI restructure, as ~~well as non-taxable payouts on life insurance policies, noted above, during the nine months ended March 31, 2023.~~discussed above.

- 4546 -

~~Index~~Table of Contents

Liquidity and Capital Resources

Liquidity, represented by cash and cash equivalents, is a product of operating, investing and financing activities. Our primary sources of funds are deposits, borrowings, cash flows from investment securities and loans receivable and funds provided from operations. While scheduled payments from the amortization and maturity of loans and investment securities are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and prepayments on loans and securities.

At ~~March~~December 31, 2023, liquidity included ~~$194.6~~$73.9 million of short-term cash and equivalents and ~~$1.27~~$1.14 billion of investment securities available for sale. As of ~~March~~December 31, 2023, we had the capacity to borrow additional funds totaling ~~$1.45 billion~~$972.7 million and ~~$425.6~~$405.3 million from the FHLB of New York and FRB, respectively, without pledging additional collateral. We had the ability to pledge additional securities to borrow an additional ~~$493.2~~$400.8 million at ~~March~~December 31, 2023. As of that same date, we also had access to unsecured overnight borrowings with other financial institutions totaling ~~$895.0~~$950.0 million of which ~~$70.0 million~~none was outstanding.

At ~~March~~December 31, 2023, we had outstanding commitments to originate and purchase loans totaling ~~$29.6~~$16.7 million while such commitments totaled ~~$242.1~~$23.3 million at June 30, ~~2022.~~2023. As of those same dates, our pipeline of loans held for sale included ~~$14.9~~$11.0 million and ~~$20.3~~$11.7 million, respectively, of loans in process whose terms included interest rate locks to borrowers that were paired with a best-efforts commitment to sell the loan to a buyer at a fixed price and within a predetermined timeframe after the sale commitment is established.

Construction loans in process and unused lines of credit were ~~$76.8 million and $152.7 million, respectively, at March 31, 2023 compared to $109.0~~$35.1 million and $159.3 million, respectively, at December 31, 2023 compared to $58.5 million and $169.5 million, respectively, at June 30, ~~2022.~~2023. We are also subject to the contingent liabilities resulting from letters of credit whose outstanding balances totaled $115,000 ~~and $130,000,~~ at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to maintain its status as a well-capitalized institution in accordance with regulatory standards.

The following table sets forth the Bank’s capital position at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, as compared to the minimum regulatory capital requirements that were in effect as of those dates:


		At March 31, 2023
		Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in Thousands)
	At December 31, 2023																													At December 31, 2023
	Actual																			Actual						For Capital Adequacy Purposes							To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount																	Amount				Ratio			Amount				Ratio				Amount			Ratio
	(Dollars in Thousands)																													(Dollars in Thousands)
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	$	688,824	12.53	%	$	439,926	8.00	%	$	549,908	10.00	%	Total capital (to risk-weighted assets)	$	677,211	13.87		13.87		%		$	390,573	8.00		8.00	%			$	488,217		10.00	10.00	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	652,914		11.87	%	329,945		6.00	%	439,926		8.00	%	Tier 1 capital (to risk-weighted assets)	640,522		13.12		13.12		%		292,930		6.00		6.00	%			390,573			8.00	8.00	%
Common equity tier 1 capital (to risk-weighted assets)	Common equity tier 1 capital (to risk-weighted assets)	652,914		11.87	%	247,458		4.50	%	357,440		6.50	%	Common equity tier 1 capital (to risk-weighted assets)	640,522		13.12		13.12		%		219,698		4.50		4.50	%			317,341			6.50	6.50	%
Tier 1 capital (to adjusted total assets)	Tier 1 capital (to adjusted total assets)	652,914		7.96	%	328,061		4.00	%	410,077		5.00	%	Tier 1 capital (to adjusted total assets)	640,522		8.10		8.10		%		316,318		4.00		4.00	%			395,398			5.00	5.00	%


		At June 30, 2022
		Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in Thousands)
	At June 30, 2023																													At June 30, 2023
	Actual																			Actual						For Capital Adequacy Purposes							To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount																	Amount				Ratio			Amount				Ratio				Amount			Ratio
	(Dollars in Thousands)																													(Dollars in Thousands)
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	$	672,274	13.10	%	$	410,429	8.00	%	$	513,036	10.00	%	Total capital (to risk-weighted assets)	$	695,417	13.31		13.31		%		$	417,853	8.00		8.00	%			$	522,316		10.00	10.00	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	642,336		12.52	%	307,822		6.00	%	410,429		8.00	%	Tier 1 capital (to risk-weighted assets)	659,783		12.63		12.63		%		313,389		6.00		6.00	%			417,853			8.00	8.00	%
Common equity tier 1 capital (to risk-weighted assets)	Common equity tier 1 capital (to risk-weighted assets)	642,336		12.52	%	230,866		4.50	%	333,473		6.50	%	Common equity tier 1 capital (to risk-weighted assets)	659,783		12.63		12.63		%		235,042		4.50		4.50	%			339,505			6.50	6.50	%
Tier 1 capital (to adjusted total assets)	Tier 1 capital (to adjusted total assets)	642,336		8.70	%	295,163		4.00	%	368,954		5.00	%	Tier 1 capital (to adjusted total assets)	659,783		8.15		8.15		%		323,922		4.00		4.00	%			404,902			5.00	5.00	%

- 4647 -

~~Index~~Table of Contents

The following table sets forth the Company’s capital position at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, as compared to the minimum regulatory capital requirements that were in effect as of those dates:


		At March 31, 2023
		Actual				For Capital Adequacy Purposes
		Amount		Ratio		Amount		Ratio
		(Dollars in Thousands)
	At December 31, 2023																				At December 31, 2023
	Actual															Actual						For Capital Adequacy Purposes
	Amount													Amount				Ratio			Amount				Ratio
	(Dollars in Thousands)																				(Dollars in Thousands)
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	$	771,355	14.02	%	$	440,077	8.00	%	Total capital (to risk-weighted assets)	$	741,060	15.17		15.17		%		$	390,758	8.00		8.00	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	735,445		13.37	%	330,058		6.00	%	Tier 1 capital (to risk-weighted assets)	704,372		14.42		14.42		%		293,069		6.00		6.00	%
Common equity tier 1 capital (to risk-weighted assets)	Common equity tier 1 capital (to risk-weighted assets)	735,445		13.37	%	247,543		4.50	%	Common equity tier 1 capital (to risk-weighted assets)	704,372		14.42		14.42		%		219,802		4.50		4.50	%
Tier 1 capital (to adjusted total assets)	Tier 1 capital (to adjusted total assets)	735,445		8.96	%	328,278		4.00	%	Tier 1 capital (to adjusted total assets)	704,372		8.89		8.89		%		316,855		4.00		4.00	%


		At June 30, 2022
		Actual				For Capital Adequacy Purposes
		Amount		Ratio		Amount		Ratio
		(Dollars in Thousands)
	At June 30, 2023																				At June 30, 2023
	Actual															Actual						For Capital Adequacy Purposes
	Amount													Amount				Ratio			Amount				Ratio
	(Dollars in Thousands)																				(Dollars in Thousands)
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	$	778,253	15.17	%	$	410,515	8.00	%	Total capital (to risk-weighted assets)	$	770,621	14.75		14.75		%		$	418,015	8.00		8.00	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	748,315		14.58	%	307,886		6.00	%	Tier 1 capital (to risk-weighted assets)	734,987		14.07		14.07		%		313,511		6.00		6.00	%
Common equity tier 1 capital (to risk-weighted assets)	Common equity tier 1 capital (to risk-weighted assets)	748,315		14.58	%	230,914		4.50	%	Common equity tier 1 capital (to risk-weighted assets)	734,987		14.07		14.07		%		235,133		4.50		4.50	%
Tier 1 capital (to adjusted total assets)	Tier 1 capital (to adjusted total assets)	748,315		10.14	%	295,290		4.00	%	Tier 1 capital (to adjusted total assets)	734,987		9.07		9.07		%		324,170		4.00		4.00	%

In March 2020, the federal banking agencies announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss method, followed by a three-year transition period established in the previous rule (five-year transition option). We have adopted the capital transition relief over the permissible five-year period. The two-year delay ended for us as of June 30, 2022 and we then began the three-year transition period.

Off-Balance Sheet Arrangements

In the normal course of our business of investing in loans and securities we are a party to financial instruments with off-balance-sheet risk. These financial instruments include significant purchase commitments, such as commitments related to capital expenditure plans and commitments to extend credit to meet the financing needs of our customers. We had no significant off-balance sheet commitments for capital expenditures as of ~~March~~December 31, 2023.

Recent Accounting Pronouncements

For a discussion of the expected impact of recently issued accounting pronouncements that we have ~~yet to adopt,~~adopted, please refer to Note 3 to the unaudited consolidated financial statements.

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~~Index~~Table of Contents

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The majority of our assets and liabilities are sensitive to changes in interest rates and as such, interest rate risk is a significant form of market risk that we must manage. Interest rate risk is generally defined in regulatory nomenclature as the risk to earnings or capital arising from the movement of interest rates and arises from several risk factors including re-pricing risk, basis risk, yield curve risk and option risk. We maintain an Asset/Liability Management (“ALM”) program in order manage our interest rate risk. The program is overseen by the Board of Directors through its Interest Rate Risk Management Committee which has assigned the responsibility for the operational aspects of the ALM program to our Asset/Liability Management Committee (“ALCO”), which is comprised of various members of the senior and executive management team.

The quantitative analysis that we conduct measures interest rate risk from both a capital and earnings perspective. With regard to earnings, movements in interest rates and the shape of the yield curve significantly influence the amount of net interest income (“NII”) that we recognize. Movements in market interest rates, and the effect of such movements on the risk factors noted above, significantly influence the spread between the interest earned on our interest-earning assets and the interest paid on our interest-bearing liabilities. Our internal interest rate risk analysis calculates the sensitivity of our projected NII over a one year period utilizing a static balance sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product pricing and earning asset prepayment speeds are appropriately adjusted for each rate scenario.

With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our Economic Value of Equity (“EVE”) to movements in interest rates. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet instruments. EVE attempts to quantify our economic value using a discounted cash flow methodology. The degree to which our EVE changes for any hypothetical interest rate scenario from its base case measurement is a reflection of our sensitivity to interest rate risk.

For both earnings and capital at risk, our interest rate risk analysis calculates a base case scenario that assumes no change in interest rates. The model then measures changes throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. ~~The level of interest rates prevalent at June 30, 2022 precluded the modeling of certain falling rate scenarios.~~

The following tables present the results of our internal EVE and NII analyses as of ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively:


			March 31, 2023
								1 to 12 Months				13 to 24 Months
		December 31, 2023																													December 31, 2023
							1 to 12 Months																												1 to 12 Months			13 to 24 Months
Change in Interest Rates	Change in Interest Rates		EVE		% Change in EVE			NII		% Change in NII		NII		% Change in NII		Change in Interest Rates	EVE			% Change in EVE			NII				% Change in NII			NII					% Change in NII
			(Dollars in Thousands)
		(Dollars in Thousands)																													(Dollars in Thousands)
+300 bps	+300 bps		$	645,799	(25.39)	%		$	159,548	(6.53)	%	$	173,697	(4.53)	%	+300 bps	$	417,960	(35.18)		(35.18)	%		$	140,570	(5.52)		(5.52)	%			$	156,590	(7.00)		(7.00)	%
+200 bps	+200 bps		706,618		(18.37)	%		162,155		(5.00)	%	173,607		(4.58)	%	+200 bps	474,390		(26.43)		(26.43)	%		141,950		(4.59)		(4.59)	%			157,112		(6.69)		(6.69)	%
+100 bps	+100 bps		801,553		(7.40)	%		167,108		(2.10)	%	179,522		(1.33)	%	+100 bps	571,906		(11.31)		(11.31)	%		146,105		(1.80)		(1.80)	%			164,709		(2.18)		(2.18)	%
0 bps	0 bps		865,599		—			170,693		—		181,948		—
-100 bps	-100 bps		895,015		3.40	%		170,696		—	%	179,286		(1.46)	%	-100 bps	686,268		6.43		6.43	%		152,172		2.28		2.28	%			168,925		0.32		0.32	%
-200 bps	-200 bps		884,083		2.14	%		168,202		(1.46)	%	171,489		(5.75)	%	-200 bps	694,235		7.66		7.66	%		152,304		2.37		2.37	%			163,628		(2.82)		(2.82)	%
-300 bps	-300 bps		893,968		3.28	%		165,561		(3.01)	%	160,503		(11.79)	%	-300 bps	719,245		11.54		11.54	%		150,566		1.20		1.20	%			155,006		(7.94)		(7.94)	%


			June 30, 2022
								1 to 12 Months				13 to 24 Months
		June 30, 2023																														June 30, 2023
							1 to 12 Months																													1 to 12 Months				13 to 24 Months
Change in Interest Rates	Change in Interest Rates		EVE		% Change in EVE			NII		% Change in NII		NII		% Change in NII		Change in Interest Rates	EVE			% Change in EVE				NII				% Change in NII			NII					% Change in NII
			(Dollars in Thousands)
		(Dollars in Thousands)																														(Dollars in Thousands)
+300 bps	+300 bps		$	1,089,795	(15.37)	%		$	178,865	(13.62)	%	$	214,839	(1.68)	%	+300 bps	$	507,998	(32.36)		(32.36)		%		$	154,552	(5.26)		(5.26)	%			$	168,366	(3.87)			(3.87)	%
+200 bps	+200 bps		1,156,219		(10.21)	%		187,601		(9.40)	%	215,528		(1.36)	%	+200 bps	571,129		(23.95)		(23.95)		%		156,274		(4.20)		(4.20)	%			167,683		(4.26)			(4.26)	%
+100 bps	+100 bps		1,239,935		(3.71)	%		198,126		(4.32)	%	219,594		0.50	%	+100 bps	673,314		(10.35)		(10.35)		%		160,344		(1.71)		(1.71)	%			173,170		(1.13)			(1.13)	%
0 bps	0 bps		1,287,700		—			207,069		—		218,501		—
-100 bps	-100 bps		1,272,203		(1.20)	%		205,241		(0.88)	%	204,568		(6.38)	%	-100 bps	799,675		6.48		6.48		%		163,455		0.20		0.20	%			173,319		(1.04)			(1.04)	%
-200 bps																-200 bps	814,293			8.42		%		161,284				(1.13)	%		166,473					(4.95)	%
-300 bps																-300 bps	849,208			13.07		%		158,526				(2.82)	%		156,507					(10.64)	%

- 4849 -

~~Index~~Table of Contents

There are numerous internal and external factors that may contribute to changes in our EVE and its sensitivity. Changes in the composition and allocation of our balance sheet, or utilization of off-balance sheet instruments such as derivatives, can significantly alter the exposure to interest rate risk as quantified by the changes in the EVE sensitivity measures. Changes to certain external factors, most notably changes in the level of market interest rates and overall shape of the yield curve, can also alter the projected cash flows of our interest-earning assets and interest-costing liabilities and the associated present values thereof.

Notwithstanding the rate change scenarios presented in the EVE and NII-based analyses above, future interest rates and their effect on net interest income are not predictable. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in this type of computation. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react at different times and in different degrees to changes in market interest rates. The interest rate on certain types of assets and liabilities, such as demand deposits and savings accounts, may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, generally have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels could deviate significantly from those assumed in the analyses set forth above. Additionally, an increase in credit risk may result as the ability of borrowers to service their debt may decrease in the event of an interest rate increase.

ITEM 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended ~~March~~December 31, 2023, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 4950 -

~~Index~~Table of Contents

PART II

ITEM 1. Legal Proceedings

At ~~March~~December 31, 2023, neither the Company nor the Bank were involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition of the Company and the Bank.

ITEM 1A. Risk Factors

~~In addition~~There have been no material changes to the ~~other information contained in this Quarterly Report on Form 10-Q, the following risk factors represent a material update and addition to the risk factors~~Risk Factors previously disclosed ~~in our~~under Item 1A of the Company’s Annual Report on Form ~~10- K~~10-K for the year ended June 30, ~~2022, as~~2023, previously filed with the Securities and Exchange Commission. To the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us.

Our stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions. Further, if we were unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, which have come under greater scrutiny in light of recent bank failures, it may have a material adverse effect on our financial condition and results of operations.

On March 9, 2023, Silvergate Bank, La Jolla, California, announced its decision to voluntarily liquidate its assets and wind down operations. On March 10, 2023, Silicon Valley Bank, Santa Clara, California, was closed by the California Department of Financial Protection and Innovation (the “DFPI”), on March 12, 2023, Signature Bank, New York, New York, was closed by the New York State Department of Financial Services and on May 1, 2023, First Republic Bank, San Francisco, California, was closed by the DFPI, and in each case the FDIC was appointed receiver for the failed institution. These banks had elevated levels of uninsured deposits, which may be less likely to remain at the bank over time and less stable as a source of funding than insured deposits. These failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions.

These events have led to a greater focus by institutions, investors and regulators on the on-balance sheet liquidity of and funding sources for financial institutions, the composition of its deposits, including the amount of uninsured deposits, the amount of accumulated other comprehensive loss, capital levels and interest rate risk management.

If we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, it may have a material adverse effect on our financial condition and results of operations. We must maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on other interest-earning assets. While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area. Additionally, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return tradeoff. Accordingly, as a part of our liquidity management, we must use a number of funding sources in addition to deposits and repayments and maturities of loans and investments, which may include Federal Home Loan Bank of New York advances, federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources.

Any decline in available funding could adversely impact our ability to originate loans, invest in securities, pay our expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators. Depending on the capitalization status and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits.

~~- 50 -~~

~~Index~~

Our financial flexibility would be severely constrained if we were unable to maintain our access to funding or if adequate financing were not available at acceptable interest rates. Further, if we were required to rely more heavily on more expensive funding sources to support liquidity, our revenues may not increase proportionately to cover our increased costs. In this case, our operating margins and profitability would be adversely affected. If alternative funding sources were no longer available to us, we may need to sell a portion of our investment and/or loan portfolio to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets. As of March 31, 2023, we had a net unrealized loss of $141.1 million on our available-for-sale investment securities portfolio as a result of the rising interest rate environment. Our investment securities totaled $1.42 billion, or 17.0% of total assets, at March 31, 2023. The details of this portfolio are included in Note 4 to the unaudited consolidated financial statements.

The failure to address the federal debt ceiling in a timely manner, downgrades of the U.S. credit rating and uncertain credit and financial market conditions may affect the stability of securities issued or guaranteed by the federal government, which may affect the valuation or liquidity of our investment securities portfolio and increase future borrowing costs.

As a result of uncertain political, credit and financial market conditions, including the potential consequences of the federal government defaulting on its obligations for a period of time due to federal debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose credit default and liquidity risks. Given that future deterioration in the U.S. credit and financial markets is a possibility, no assurance can be made that losses or significant deterioration in the fair value of our U.S. government issued or guaranteed investments will not occur. At March 31, 2023, we had $732.7 million of mortgage-backed securities issued or guaranteed by government-sponsored enterprises. Downgrades to the U.S. credit rating could affect the stability of securities issued or guaranteed by the federal government and the valuation or liquidity of our portfolio of such investment securities, and could result in our counterparties requiring additional collateral for our borrowings. Further, unless and until U.S. political, credit and financial market conditions have been sufficiently resolved or stabilized, it may increase our future borrowing costs.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities:

The following table reports information regarding repurchases of the Company’s common stock during the quarter ended ~~March~~December 31, 2023:

Period Total Number
of Shares
Purchased Average Price
Paid per Share 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
January 1-31, 2023 — $ — — 3,015,539
February 1-28, 2023 143,357 $ 9.95 143,357 2,872,182
March 1-31, 2023 554,929 $ 9.38 554,929 2,317,253
Total 698,286 $ 9.50 698,286 2,317,253


Period	Total Number of Shares Purchased	Average Price Paid per Share		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 (1)
October 1-31, 2023	593,363	$	6.85	593,363	93,777
November 1-30, 2023	93,777	7.06		93,777	—
December 1-31, 2023	—	—		—	—
Total	687,140	$	6.88	687,140	—

(1)On August 1, 2022, the Company announced the authorization of a new stock repurchase plan to repurchase up to 4,000,000 shares. ~~This current~~On November 7, 2023, the Company announced the completion of the stock repurchase plan, ~~has no expiration date.~~with a total of 4,000,000 shares repurchased at a cost of $34.9 million, or $8.74 per share.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

~~None.~~Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement”.

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~~Index~~Table of Contents

ITEM 6. Exhibits

The following Exhibits are filed as part of this report:


3.1						Articles of Incorporation of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
3.2						Amended and Restated Bylaws of Kearny Financial Corp. (Incorporated by reference to the Registrant’s ~~Registration Statement~~Current Report on Form ~~S-1 (File No. 333-198602), originally~~8-K, filed on ~~September 5, 2014)~~August 16, 2023 )
4						Form of Common Stock Certificate of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						The following materials from the Company’s Form 10-Q for the quarter ended ~~March~~December 31, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
101.INS						Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document)
101.SCH						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 Labels 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)

- 52 -

~~Index~~Table of Contents

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.


	KEARNY FINANCIAL CORP.

Date: ~~May 5, 2023~~February 8, 2024	By:	/s/ Craig L. Montanaro
		Craig L. Montanaro
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~May 5, 2023~~February 8, 2024	By:	/s/ Keith Suchodolski
		Keith Suchodolski
		Senior Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

- 53 -


	Payment Status June 30, 2022
	30-59 Days		60-89 Days		90 Days and Over		Total Past Due		Current		Total
	(In Thousands)
Multi-family mortgage	$	3,148	$	3,056	$	7,788	$	13,992	$	2,395,098	$	2,409,090
Nonresidential mortgage	4,026		—		18,132		22,158		997,680		1,019,838
Commercial business	98		57		155		310		176,497		176,807
Construction	—		—		—		—		140,131		140,131
One- to four-family residential mortgage	1,525		253		3,455		5,233		1,640,583		1,645,816
Home equity loans	28		35		—		63		41,965		42,028
Other consumer	—		—		—		—		2,866		2,866
Total loans	$	8,825	$	3,401	$	29,530	$	41,756	$	5,394,820	$	5,436,576


	Performance Status June 30, 2022
	90 Days and Over Past Due Accruing		Nonaccrual Loans with Allowance for Credit Losses		Nonaccrual Loans with no Allowance for Credit Losses		Total Nonperforming		Performing		Total
	(In Thousands)
Multi-family mortgage	$	—	$	8,367	$	18,286	$	26,653	$	2,382,437	$	2,409,090
Nonresidential mortgage	—		12,602		19,292		31,894		987,944		1,019,838
Commercial business	—		212		81		293		176,514		176,807
Construction	—		—		1,561		1,561		138,570		140,131
One- to four-family residential mortgage	—		3,543		4,946		8,489		1,637,327		1,645,816
Home equity loans	—		302		1,129		1,431		40,597		42,028
Other consumer	—		—		—		—		2,866		2,866
Total loans	$	—	$	25,026	$	45,295	$	70,321	$	5,366,255	$	5,436,576


	Nine Months Ended March 31, 2023					Nine Months Ended March 31, 2022
	# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment		# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment
	(Dollars In Thousands)
Multi-family mortgage	—	$	—	$	—	2	$	12,091	$	12,073
Commercial business	2	74		74		—	—		—
One- to four-family residential mortgage	2	708		705		10	3,214		3,226
Home equity loans	1	35		35		2	1,477		1,477
Total	5	$	817	$	814	14	$	16,782	$	16,776


	Changes in the Allowance for Credit Losses Three Months Ended March 31, 2022
	Balance at December 31, 2021		Charge-offs		Recoveries		Reversal of credit losses		Balance at March 31, 2022
	(In Thousands)
Multi-family mortgage	$	25,795	$	—	$	—	$	(1,568)	$	24,227
Nonresidential mortgage	10,078		(441)		—		(598)		9,039
Commercial business	1,903		—		4		(182)		1,725
Construction	1,441		—		—		(167)		1,274
One- to four-family residential mortgage	8,601		—		—		(1,323)		7,278
Home equity loans	308		—		—		(72)		236
Other consumer	90		—		1		(10)		81
Total loans	$	48,216	$	(441)	$	5	$	(3,920)	$	43,860


	Changes in the Allowance for Credit Losses Nine Months Ended March 31, 2022
	Balance at June 30, 2021		Charge-offs		Recoveries		(Reversal of) provision for credit losses		Balance at March 31, 2022
	(In Thousands)
Multi-family mortgage	$	28,450	$	(104)	$	—	$	(4,119)	$	24,227
Nonresidential mortgage	16,243		(2,538)		—		(4,666)		9,039
Commercial business	2,086		(175)		105		(291)		1,725
Construction	1,170		—		—		104		1,274
One- to four-family residential mortgage	9,747		—		147		(2,616)		7,278
Home equity loans	433		—		1		(198)		236
Other consumer	36		(2)		1		46		81
Total loans	$	58,165	$	(2,819)	$	254	$	(11,740)	$	43,860


	Nine Months Ended March 31,
	2023						2022
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable(1)	$	5,792,113	$	171,103	3.94	%	$	4,836,189	$	141,651	3.91	%
Taxable investment securities(2)	1,534,083		39,119		3.40		1,627,160		23,831		1.95
Tax-exempt securities(2)	34,976		603		2.30		57,411		976		2.27
Other interest-earning assets(3)	111,150		3,207		3.85		81,078		1,261		2.07
Total interest-earning assets	7,472,322		214,032		3.82		6,601,838		167,719		3.39
Non-interest-earning assets	565,180						609,996
Total assets	$	8,037,502					$	7,211,834

Interest-bearing liabilities:
Interest-bearing demand	$	2,359,328	$	26,865	1.52		$	2,037,725	$	3,446	0.23
Savings	937,101		2,429		0.35		1,092,738		896		0.11
Certificates of deposit	2,092,514		22,643		1.44		1,714,448		6,951		0.54
Total interest-bearing deposits	5,388,943		51,937		1.29		4,844,911		11,293		0.31
Federal Home Loan Bank advances	1,011,104		25,671		3.39		655,080		10,387		2.11
Other borrowings	43,325		739		2.28		35,292		35		0.13
Borrowings	1,054,429		26,410		3.34		690,372		10,422		2.01
Total interest-bearing liabilities	6,443,372		78,347		1.62		5,535,283		21,715		0.52
Non-interest-bearing liabilities(4)	714,233						671,935
Total liabilities	7,157,605						6,207,218
Stockholders' equity	879,897						1,004,616
Total liabilities and stockholders' equity	$	8,037,502					$	7,211,834

Net interest income			$	135,685					$	146,004
Interest rate spread(5)					2.20	%					2.87	%
Net interest margin(6)					2.42	%					2.95	%
Ratio of interest-earning assets to interest-bearing liabilities	1.16						1.19