Form 4: Basswood Capital Reports DCOM Share Transactions

Basswood Capital Management and its managing members reported simultaneous sale and purchase of Dime Community Bancshares common stock on November 4, 2025, under a Rule 10b5-1 plan.

Summary

• Reporting Persons include Basswood Capital Management, L.L.C., Matthew Lindenbaum, and Bennett Lindenbaum, who are considered 10% owners and directors (Matthew Lindenbaum directly, others by deputization).
• The issuer is Dime Community Bancshares, Inc. (DCOM).
• On November 4, 2025, 20,537 shares of Common Stock were sold at $26.25 per share.
• On the same date, 20,537 shares of Common Stock were purchased at $26.26 per share.
• These transactions were executed pursuant to a Rule 10b5-1(c) plan.
• Following these transactions, indirect beneficial ownership includes 1,013,621 shares and 1,034,158 shares held by certain separate Managed Accounts, 33,919 shares by Basswood Financial Long Only Fund, LP, 7,389 shares by Basswood Financial Fund, Ltd., 491,166 shares by Basswood Opportunity Partners, LP, 165,169 shares by Basswood Financial Fund, LP, and 1,545 shares by Basswood Strategic Financial Fund.
• Direct beneficial ownership includes 138,282 shares by Bennett Lindenbaum and 177,515 shares by Matthew Lindenbaum (including 1,848 restricted stock units).
• Bennett Lindenbaum holds a pre-existing short position of 138,281 shares, and Matthew Lindenbaum holds a pre-existing short position of 161,015 shares, both established prior to becoming reporting persons.

Sentiment

Score: 5

Explanation: Neutral. The filing reports routine insider transactions (a simultaneous sale and purchase) executed under a Rule 10b5-1 plan, which typically indicates pre-planned, non-discretionary trading rather than a strong directional signal. The slight price difference between the sale and purchase is negligible. The disclosure of pre-existing short positions is factual but not indicative of current sentiment regarding the company's future.

Positives

• The purchase of 20,537 shares at $26.26 indicates continued investment interest by the reporting persons, albeit offset by a sale.
• Transactions were executed under a Rule 10b5-1 plan, suggesting pre-planned, non-discretionary trading, which is a positive for corporate governance and transparency.

Negatives

• The sale of 20,537 shares at $26.25 represents a reduction in a portion of the indirect holdings, though it was simultaneous with a purchase.
• The existence of significant pre-existing short positions by Matthew and Bennett Lindenbaum, while not part of the current transactions, could be viewed as a mixed signal regarding long-term conviction, depending on the context of those positions.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, which primarily reports past insider transactions.

Management Comments

• Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent of any direct or indirect pecuniary interest therein.
• BCM also disclaims beneficial ownership of the shares held directly by Matthew Lindenbaum and Bennett Lindenbaum.
• Matthew Lindenbaum and Bennett Lindenbaum each disclaim beneficial ownership of the shares held directly by the other.
• The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise.
• Matthew Lindenbaum, a managing member of BCM, serves on the board of directors of the Issuer as a representative of the Reporting Persons. As a result, each of the Reporting Persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.

Industry Context

This Form 4 filing reports insider transactions for Dime Community Bancshares, Inc., a financial institution. Such transactions are a routine part of market transparency, providing insight into how insiders manage their holdings. The simultaneous sale and purchase at near-identical prices, coupled with the Rule 10b5-1 checkbox, suggests a pre-arranged trading strategy, commonly employed by insiders to manage their equity exposure while adhering to regulatory compliance and avoiding potential accusations of trading on material non-public information. This is a standard compliance filing within the financial services sector.

Comparison to Industry Standards

• Insider transactions, particularly by significant shareholders and directors, are closely monitored across all industries, including financial services, as they offer insights into management's perspective on company value.
• The use of Rule 10b5-1 plans is a standard and recommended practice for corporate insiders to execute trades in a pre-scheduled, non-discretionary manner, demonstrating adherence to regulatory best practices for managing potential insider trading concerns, comparable to practices at other regional banks or financial holding companies.
• The detailed reporting of beneficial ownership, encompassing both direct and indirect holdings through managed funds, aligns with SEC requirements for transparency in insider holdings, consistent with global benchmarks for corporate governance and disclosure.

Stakeholder Impact

• Shareholders: Provides transparency into the trading activities of a significant institutional investor and director. The simultaneous sale and purchase under a 10b5-1 plan suggests routine portfolio management rather than a strong directional signal, thus likely having a neutral impact on sentiment.
• Management: Confirms the ongoing board representation of a key investor, potentially fostering alignment between management and a significant shareholder's interests.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions (a simultaneous sale and purchase of the same number of shares at near-identical prices) executed under a Rule 10b5-1 plan. Such transactions are typically pre-scheduled and non-discretionary, indicating portfolio rebalancing or liquidity management rather than a strong directional signal about the company's future prospects. While a director and significant shareholder are involved, the nature of these specific trades does not provide new information warranting a change in investment thesis. The pre-existing short positions are noted but not part of the current transactions. Therefore, a 'hold' recommendation is appropriate as this filing does not present new material information to alter an existing investment stance.

Keywords

Dime Community Bancshares, DCOM, Basswood Capital Management, Insider Trading, Form 4, Beneficial Ownership, Rule 10b5-1, Stock Transaction, Director-by-Deputization, Financial Services