CNOBP

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How CNOBP rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

ConnectOne Bancorp, Inc. assumes no obligation to update forward-looking statements at any time. -4- Historical Development of Business ConnectOne Bancorp, Inc., (the “Company” and with ConnectOne Bank, “we” or “us”) a one-bank holding company, was incorporated in the State of New Jersey on November 12, 1982 as Center Bancorp, Inc. and commenced operations on May 1, 1983 upon the acquisition of all outstanding shares of capital stock of Union Center National Bank, its then principal subsidiary.
BoeFly is the Bank’s business-to-business fintech subsidiary, providing a marketplace that connects franchisors, franchisees, and lenders.
The platform utilizes proprietary technology for franchisee applicant vetting and facilitates efficient access to capital by referring qualified loan opportunities to both the Bank and an expanded network of external referral partners. -5- On January 2, 2020, the Company completed its in-market merger with Bergen County, New Jersey based Bancorp of New Jersey, Inc.
On June 1, 2025 (the “Acquisition Date”), the Company completed the acquisition of The First of Long Island Corporation (“FLIC”), the parent company for The First National Bank of Long Island (“FNBLI”), in accordance with the definitive Agreement and Plan of Merger dated as of September 4, 2024 (the “Merger Agreement”).
Pursuant to the Merger Agreement, on the Acquisition Date, FLIC merged with and into the Company, with the Company continuing as the surviving corporation, and FNBLI merged with and into the Bank, with the Bank as the surviving bank (collectively, the “merger”).
As part of this merger, the Company acquired 36 branch offices located in Nassau and Suffolk Counties of Long Island, and the boroughs of New York City.
The Company’s subsidiaries also include two Real Estate Investment Trust (each, a “REIT”) each of which holds a portion of the Company’s real estate loan portfolio.
All subsidiaries mentioned above are directly or indirectly wholly owned by the Company, except that the Company indirectly owns less than 100% of the preferred stock of each REIT.
Each REIT has issued non-voting preferred stock to individuals, primarily Bank personnel and directors and former personnel of FLIC. -6- SEC Reports and Corporate Governance The Company makes its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto available on its website at https://www.connectonebank.com without charge as soon as reasonably practicable after filing or furnishing them to the SEC.
In addition, the Investor Relations section of the Company’s website provides access to our primary governance documents, including charters for the Audit, Risk, Nominating and Corporate Governance, and Compensation Committees.
Also available are the Company’s Corporate Governance Guidelines, Code of Ethics, and key policies regarding Compensation Recoupment, Anti-Harassment & Discrimination, and Equal Employment Opportunity.
Attention: Investor Relations 301 Sylvan Avenue Englewood Cliffs, New Jersey 07632 Narrative Description of the Business ConnectOne Bancorp, Inc. is a modern financial services company with $14.0 billion in assets.
ConnectOne Bank is a high-performing commercial bank offering a full suite of deposit and loan products and services to the general public, primarily to small and mid-sized businesses, local professionals and individuals residing, working and conducting business in the New York Metropolitan area and the Florida market served by our West Palm Beach office and Orlando loan production office.
Through high tech tools and services, the Bank is able to extend its reach by supporting clients as they move into new markets, such as Florida where we opened an office in West Palm Beach in August 2022 and a loan production office in 2025.
For clients that are Federal Deposit Insurance Corporation (“FDIC”) insurance sensitive, we participate in the IntraFi Network LLC, formerly known as the Promontory Interfinancial Network, and, to a lesser extent the National Bank InterDeposit Company (“NBID”) network, which is operated by ModernFi .
Through these networks, Clients are able to place large dollar deposits with the Company and the Company utilizes or will utilize CDARS and/or NBID to place those funds into certificates of deposit issued by other banks in the respective networks.
This occurs in increments of less than the FDIC insurance limits so that both the principal and interest are eligible for FDIC insurance coverage in amounts larger than the standard insured dollar amount.
Unless certain conditions are satisfied, the FDIC considers these funds as brokered deposits. -8- Deposits serve as the primary source of funding for our interest-earning assets, but also generate noninterest revenue through insufficient funds fees, stop payment fees, wire transfer fees, safe deposit rental fees, debit card income, including foreign ATM fees and credit and debit card interchange, and other miscellaneous fees.
As part of a strategic initiative to grow our residential portfolio and increase our volume of loan sales, the Company is building an enhanced lending team focused on originating loans secured by 1-4 family properties and investing in technology to support those efforts.
Residential mortgages include loans secured by first liens on 1-4 family, 1-4 family investment properties, condominium and cooperative residential real estate to purchase or refinance primary and secondary residences.
Consumer loans are made to individuals who qualify for auto loans, cash reserve, credit cards and installment loans.
The Board of Directors has approved a credit policy granting designated lending authorities to the Management Credit Committee and specific officers of the Bank.
The Management Credit Committee (Bank President, Chief Credit Officer, Chief Lending Officer, two Senior Credit Officers and one Managing Director) can approve loans up to $100 million in aggregate loan exposure with no policy exceptions.
The Senior Lending Group (Chief Executive Officer, President, Chief Credit Officer and Chief Lending Officer) can approve loans up to $40 million in aggregate loan exposure with no policy exceptions.
Furthermore, the Senior Lending Group has authority to approve unsecured loan amounts without policy exceptions up to $10 million.
Loans to insiders must be approved by the entire Board of Directors. -9- The Bank’s lending policies generally provide for lending within our primary trade area.
The Bank’s legal lending limit to any one borrower is 15% of the Bank’s capital base (defined as tangible equity plus the allowance for credit losses) for most loans totaling $237.9 million) and 25% of the capital base for loans secured by readily marketable collateral totaling $396.5 million).
As of December 31, 2025, the Bank’s largest committed relationship (to several affiliated borrowers) was $223.0 million, and the single largest loan outstanding was $88.0 million.
We seek to hire and retain quality employees who desire greater responsibility than may be available working for a larger employer. -10- Human Capital The Company strives to be an employer of choice by creating a working environment that fosters excellence, creativity and professional growth.
We endeavor to build a team of financial experts and relationship specialists with diverse experience who understand the demands of a successful business and are prepared to meet them.
Demographics : As of December 31, 2025, we had 750 full-time employees and 6 part-time and temporary employees.
Classes include an ABA approved curriculum as well as other third party and Company proprietary courses; ● May take classes to attain job specific certifications to help with career development; ● May take continuing education classes related to other positions and operations at the Company; ● May take business related continuing education classes at partner community colleges and other institutions; ● May participate in career mentoring programs in which employees meet with senior officers of the Company to discuss career development; and ● May participate in a tuition reimbursement program under which the Company will reimburse employees for up to $5,250 in tuition expenses related to approved business-related course work at any school.
During 2025, 210 employees participated in our leadership and mentoring programs within ConnectOne University.
Through ConnectOne University, we also sponsor two employees each year to attend the Stonier Graduate School of Banking.
This is a competitive process requiring an employee to be nominated by the employee’s manager and then participate in a panel interview. ● We offer our employees a full benefits program, including health insurance, flexible spending accounts, a 401(k) plan with the Company matching employee contributions up to 5.0% of the employee’s compensation or $17,250, whichever is lower, and an employee discount program under which our employees get discounts at various retailers and service providers. ● We request employee feedback and concerns through our annual Employment Engagement Survey.
The results of this survey are presented to our senior management group for the identification of action items to be implemented.
During 2025, approximately 94% of our employees participated in the Engagement Survey. -11- Health and Safety : The safety, health and well-being of our employees is a top priority.
The Bank has established wellness programs that include a Preventative Care Incentive Program, vaccination time-off, as well as health programs & service discounts.
Benefits & Employee Retention; Employee Integration : We offer a wide variety of benefits and incentive rewards to attract, engage, retain and motivate talent.
In connection with our merger with FLIC, 206 FLIC employees, the overwhelming majority of FLIC employees, joined us effective June 1, 2025.

and 70 more.

Gone since FY2024

ConnectOne Bancorp, Inc. assumes no obligation to update forward-looking statements at any time.
Historical Development of Business ConnectOne Bancorp, Inc., (the “Company” and with ConnectOne Bank, “we” or “us”) a one-bank holding company, was incorporated in the State of New Jersey on November 12, 1982 as Center Bancorp, Inc. and commenced operations on May 1, 1983 upon the acquisition of all outstanding shares of capital stock of Union Center National Bank, its then principal subsidiary.
BoeFly’s online business lending marketplace helps connect small- to medium-size businesses, primarily franchisors and franchisees, with professional loan brokers and lenders across the United States.
BoeFly operates as an independent brand and subsidiary of the Bank. -5- On January 2, 2020, the Company completed its in-market merger with Bergen County, New Jersey based Bancorp of New Jersey, Inc.
On September 4, 2024, the Company entered into an Agreement and Plan of Merger with The First of Long Island Corporation (“FLIC"), the holding company for the First National Bank of Long Island (“FNBLI”).
Under the agreement, FLIC will merge with and into the Company, with the Company as the surviving entity, and FNBLI will merge with and into ConnectOne Bank, with ConnectOne Bank as the surviving bank.
FNBLI is a Melville, New York headquartered national bank serving Nassau and Suffolk Counties on Long Island and New York City through 37 branches.
On February 14, 2025, at separate special meetings, the shareholders of both companies approved proposals relating to the pending merger of the Company and FLIC.
As of December 31, 2024, FLIC had total assets of $4.1 billion and total deposits of $3.3 billion.
The merger, which is subject to receipt of all required regulatory approvals, is expected to close during the first or second calendar quarter of 2025.
The Company’s subsidiaries also include a Real Estate Investment Trust (the “REIT”) which holds a portion of the Company’s real estate loan portfolio.
All subsidiaries mentioned above are directly or indirectly wholly owned by the Company, except that the Company indirectly owns less than 100% of the preferred stock of the REIT.
The REIT has issued less than 20% of its outstanding non-voting preferred stock to individuals, primarily Bank personnel and directors. -6- SEC Reports and Corporate Governance The Company makes its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto available on its website at https://www.connectonebank.com without charge as soon as reasonably practicable after filing or furnishing them to the SEC.
Additionally, within the Investor Relations section of the Company’s web site, charters for the Audit and Risk Committee, Nominating and Corporate Governance Committee and Compensation Committee can be found, along with the Company’s Corporate Governance Guidelines, Equal Employment Opportunity and Right to be Free of Gender Inequity 2022, Anti-Harassment & Discrimination Policy, Compensation Recoupment Policy and Code of Ethics.
Attention: Investor Relations 301 Sylvan Avenue Englewood Cliffs, New Jersey 07632 Narrative Description of the Business ConnectOne Bancorp, Inc. is a modern financial services company with $9.880 billion in assets.
ConnectOne Bank is a high-performing commercial bank offering a full suite of deposit and loan products and services to the general public, primarily to small and mid-sized businesses, local professionals and individuals residing, working and conducting business in the New York Metropolitan area and the South Florida market served by our West Palm Beach office.
Through high tech tools and services, the Bank is able to extend its reach by supporting clients as they move into new markets, such as South Florida where we opened an office in West Palm Beach in August 2022.
CDARS/ICS reciprocal deposits are offered based on the Bank’s participation in the IntraFi Network LLC ("the network"), formerly known as Promontory Interfinancial Network.
Clients, who are Federal Deposit Insurance Corporation (“FDIC”) insurance sensitive, are able to place large dollar deposits with the Company and the Company utilizes CDARS to place those funds into certificates of deposit issued by other banks in the Network.
This occurs in increments of less than the FDIC insurance limits so that both the principal and interest are eligible for FDIC insurance coverage in amounts larger than the insured dollar amount.
Unless certain conditions are satisfied, the FDIC considers these funds as brokered deposits.
Deposits serve as the primary source of funding for our interest-earning assets, but also generate noninterest revenue through insufficient funds fees, stop payment fees, wire transfer fees, safe deposit rental fees, debit card income, including foreign ATM fees and credit and debit card interchange, and other miscellaneous fees.
Residential mortgages include loans secured by first liens on 1-4 family, 1-4 family investment properties, condominium and cooperative residential real estate and are generally made to existing clients of the Bank to purchase or refinance primary and secondary residences.
Consumer loans are made to individuals who qualify for auto loans, cash reserve, credit cards and installment loans. -8- The Board of Directors has approved a credit policy granting designated lending authorities to the Management Credit Committee and specific officers of the Bank.
The Management Credit Committee (Bank President, Chief Credit Officer, Chief Lending Officer, two Senior Credit Officers and one Managing Director) can approve loans up to $80 million in aggregate loan exposure with no policy exceptions.
The Senior Lending Group (Chief Executive Officer, President, Chief Credit Officer and Chief Lending Officer) can approve loans up to $35 million in aggregate loan exposure with no policy exceptions and up to $30 million with policy exceptions.
Furthermore, the Senior Lending Group has authority to approve unsecured loan amounts without policy exceptions up to $10 million and up to $5 million with an exception.
Loans to insiders must be approved by the entire Board of Directors.
The Bank’s lending policies generally provide for lending within our primary trade area.
The Bank’s legal lending limit to any one borrower is 15% of the Bank’s capital base (defined as tangible equity plus the allowance for credit losses) for most loans ($172.0 million) and 25% of the capital base for loans secured by readily marketable collateral ($286.7 million).
As of December 31, 2024, the Bank’s largest committed relationship (to several affiliated borrowers) was $212.7 million, and the single largest loan outstanding was $64.0 million.
We seek to hire and retain quality employees who desire greater responsibility than may be available working for a larger employer. -9- Human Capital The Company strives to be an employer of choice by creating a working environment that fosters excellence, creativity and professional growth.
We endeavor to build a diverse team of financial experts and relationship specialists who understand the demands of a successful business and are prepared to meet them.
Demographics : As of December 31, 2024, we had 489 full-time employees and 4 part-time and temporary employees.
Classes include an ABA approved curriculum as well as other third party and Company proprietary courses; ● May take classes to attain job specific certifications to help with career development; ● May take continuing education classes related to other positions and operations at the Company; ● May take business related continuing education classes at partner community colleges and other institutions through a New Jersey State grant program; ● May participate in career mentoring programs in which employees meet with senior officers of the Company to discuss career development; and ● May participate in a tuition reimbursement program under which the Company will reimburse employees for up to $5,250 in tuition expenses related to approved business-related course work at any school.
During 2024, ConnectOne University continued to drive professional development and growth across the organization.
Key achievements included delivering comprehensive job skills and cybersecurity training, advancing leadership skills for 125 managers, and sponsoring professional certifications and graduate-level education for employees through programs like the ABA Stonier Graduate School of Banking and the ABA Commercial Lending School.
Additionally, approximately 300 employees participated in culture programs, reinforcing our shared values, while the Company supported advanced education through tuition reimbursement for eligible coursework.
These efforts reflect our commitment to fostering a culture of continuous learning and development.
Health and Safety : The safety, health and well-being of our employees is a top priority.

and 137 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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