Form 4: Basswood Capital Sells DCOM Shares Under 10b5-1 Plan

Basswood Capital Management and its managing members reported sales of Dime Community Bancshares common stock totaling 27,839 shares, executed under a Rule 10b5-1 plan.

Summary

• Basswood Capital Management, L.L.C., along with Matthew Lindenbaum and Bennett Lindenbaum, reported sales of Dime Community Bancshares, Inc. (DCOM) common stock.
• A total of 20,339 shares were sold on January 30, 2026, at a price of $33.96 per share.
• An additional 7,500 shares were sold on February 3, 2026, at a price of $34.83 per share.
• These transactions were conducted under a Rule 10b5-1 pre-arranged trading plan.
• Following these transactions, Basswood Capital Management indirectly holds 1,006,319 shares.
• Matthew Lindenbaum directly holds 179,380 shares (including 1,865 restricted stock units) and has a pre-existing short position of 161,015 shares.
• Bennett Lindenbaum directly holds 138,282 shares and has a pre-existing short position of 138,281 shares.
• The reporting persons collectively disclaim beneficial ownership of shares beyond their direct or pecuniary interest.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as slightly negative due to the insider sales, despite being pre-planned, and the unusual disclosure of significant pre-existing short positions by directors, which could raise questions about alignment of interests.

Positives

• The sales were executed under a Rule 10b5-1 plan, indicating pre-scheduled transactions rather than a reaction to new, negative information.

Negatives

• Insider sales, even if pre-planned, reduce the reporting persons' equity exposure to the company.

Risks

• The reporting persons disclaim beneficial ownership of certain shares, which could lead to complexities in determining ultimate control or influence.
• Matthew Lindenbaum and Bennett Lindenbaum each hold significant short positions in DCOM common stock, which were entered into prior to them becoming reporting persons. This creates a potential conflict of interest with their long positions and directorship roles.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that insider sales, even when pre-planned via a 10b5-1 plan, are often scrutinized by the market for potential signals about management's confidence. For financial institutions like Dime Community Bancshares, Inc., insider activity can be particularly impactful given the sensitivity to economic conditions and regulatory changes. The presence of significant short positions held by directors, even if pre-existing, introduces an unusual dynamic that could be perceived as a lack of full alignment with long-term shareholder value creation, especially in the banking sector where stability and confidence are paramount.

Comparison to Industry Standards

• Insider sales under a Rule 10b5-1 plan are a common practice among executives and directors to manage personal finances while complying with insider trading regulations. This aligns with standard corporate governance practices for managing insider transactions.
• The existence of substantial short positions held by directors (Bennett Lindenbaum: 138,281 shares; Matthew Lindenbaum: 161,015 shares) is highly unusual for individuals serving on a company's board. While these positions were entered into prior to them becoming reporting persons, they represent a direct financial interest in the stock's decline, which contrasts sharply with the typical fiduciary duty of a director to enhance shareholder value. This situation deviates significantly from industry best practices for director alignment, where directors are typically expected to be net long the company's stock.

Corporate Governance

Related Party Transactions

• The filing details transactions by entities managed by the reporting persons (Basswood Capital Management, L.L.C.) and the individual reporting persons themselves, which are inherently related party dealings in the context of insider reporting.

Stakeholder Impact

• Shareholders: May view the insider sales, even if pre-planned, as a slight negative signal, potentially offset by the 10b5-1 plan disclosure. The existence of director short positions could raise concerns about governance and alignment.

Key Dates

Recommendation

While the insider sales are pre-planned under a 10b5-1, which mitigates immediate negative sentiment, the presence of significant pre-existing short positions by directors is an unusual and potentially concerning factor. This creates a mixed signal, suggesting a 'hold' recommendation as investors should monitor future insider activity and company performance for clearer directional cues, especially regarding how these short positions might influence board decisions or perceived alignment.

Keywords

Dime Community Bancshares, DCOM, Basswood Capital Management, Insider Sales, Form 4, Beneficial Ownership, Rule 10b5-1, Matthew Lindenbaum, Bennett Lindenbaum, Director-by-Deputization, Short Position