Slide 1: May 2025 Fixed Income Investor Presentation
NASDAQ: CNOB May 2025 Fixed Income Investor Presentation Filed Pursuant to Rule 433 Registration Statement No. 333 - 283717 Issuer Free Writing Prospectus dated May 14, 2025 Relating to Preliminary Prospectus Supplement dated May 14, 2025 and Prospectus dated December 10, 2024
Slide 2: Disclosures: Forward Looking Statements
Disclosures 2 Forward Looking Statements Certain statements contained herein are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934
Slide 3: Disclosures (Continued)
Disclosures (Continued) 3 No Offer or Solicitation This presentation is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company or FLIC . There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful p
Slide 4: Planned Offering Overview
Planned Offering Overview 4 ConnectOne Bancorp, Inc. Issuer: Fixed-to-Floating Rate Subordinated Notes Due 2035 Security Offered: $200 million Offering Size: BBB - Kroll / BBBL Morningstar DBRS Rating (1) : SEC Registered Format: 10 Years Term: 5 Years Call: Redemption of outstanding 5.750% Fixed -
Slide 5: Table of Contents
Table of Contents 5 I. ConnectOne Bancorp, Inc. Overview II. Financial Overview III. Loan Portfolio & Asset Quality IV. Funding & Liquidity Management V. Appendix
Slide 6: I. ConnectOne Bancorp, Inc. Overview
I. ConnectOne Bancorp, Inc. Overview
Slide 7: About ConnectOne Bancorp, Inc.
About ConnectOne Bancorp, Inc. Client first and sense of urgency in every business decision from top to bottom of organization □ Strong Culture Well - positioned and prepared to cross $10 billion threshold □ Founded in 2005 One of the most efficient banks in the U.S. due to structure, use of technol
Slide 8: Strategic and Financial Merits of the Pro Forma CNOB Franchise
Strategic and Financial Merits of the Pro Forma CNOB Franchise 8 Pro Forma Highlights ($B) (1) $13.8 Total Assets $11.1 Gross Loans $11.1 Deposits $1.5 Total Equity $1.2 Market Capitalization (2) x Attractive franchise with strong profitability bolstered by transaction synergies x Relationship orien
Slide 9: Deposit Market Share Rankings
Source: S&P Capital IQ Pro; Deposit market share data as of 6/30/2024, pro forma for pending and recently completed transacti ons (1) Rank excludes money centers and super regional institutions with total assets >$100B (2) Data shown pro forma for pending acquisition of FLIC announced on September 5
Slide 10: Experienced Leadership
Experienced Leadership 10 Elizabeth Magennis President of ConnectOne Bank Years of Experience 19+ Years CNOB 25+ Years Industry Frank Sorrentino III Chairman, President and CEO Years of Experience Founder of CNOB 20+ Years Industry William S. Burns SEVP and Chief Financial Officer Years of Experienc
Slide 11: II. Financial Overview
ll. Financial Overview & & & & & & & & & & >
Slide 12: Organic Growth Augmented with Disciplined M&A Strategy
$1.2 $3.4 $4.0 $4.4 $5.1 $5.5 $6.2 $7.5 $8.1 $9.6 $9.9 $9.9 $9.8 $13.8 2013Y 2014Y 2015Y 2016Y 2017Y 2018Y 2019Y 2020Y 2021Y 2022Y 2023Y 2024Y 2025Q1 2025Q1 Pro Forma CNOB+FLIC CNOB Total Assets ($B) Center Bancorp, Inc. Announced January 2014 - $240M Deal Value (1) - $1.3B Assets (1) BoeFly , LLC A
Slide 13: CNOB Balance Sheet Trends
CNOB Balance Sheet Trends 13 (1) Presented as of 3/31/2025; Pro forma includes impact of FLIC acquisition, $200 million subordinated debt that may be raised b y C NOB (as described in Form S - 4), and the potential redemption of $75 million of existing CNOB subordinated debt $7.5 $8.1 $9.6 $9.9 $9.9
Slide 14: CNOB Historical Profitability
CNOB Historical Profitability 14 Operating Efficiency Ratio (1) Operating Noninterest Expense / Average Assets (1) Net Interest Margin Operating Noninterest Income / Operating Revenue (1) (1) Represents a non - GAAP measure. Please refer to Non - GAAP reconciliation in Appendix 3.46% 3.66% 3.69% 2.8
Slide 15: CNOB Historical Profitability (Cont.)
2.02% 2.23% 2.22% 1.36% 1.22% 1.38% 2020Y 2021Y 2022Y 2023Y 2024Y 2025Q1 CNOB Historical Profitability (Cont.) 15 Operating Return on Average Tangible Common Equity (1) Tangible Book Value per Share (1) Operating Return on Average Assets (1) (1) Represents a non - GAAP measure. Please refer to Non -
Slide 16: Consolidated Capital Ratios
15.1% 15.3% 14.5% 13.8% 14.1% 14.3% 13.3% 10.0% 2020Y 2021Y 2022Y 2023Y 2024Y 2025Q1 2025Q1 Pro Forma w/ FLIC CNOB Consolidated Capital Ratios 16 Tier 1 Leverage Ratio Total Capital Ratio Tangible Common Equity Ratio (1) Tier 1 Capital Ratio (1) Represents a non - GAAP measure. Please refer to Non -
Slide 17: Pro Forma Capital Snapshot
Pro Forma Capital Snapshot 17 (1) Presented as of 3/31/2025; Pro forma includes impact of FLIC acquisition, $200 million subordinated debt that may be raised b y C NOB (as described in Form S - 4), and the potential redemption of $75 million of existing CNOB subordinated debt Pro Forma Regulatory Ca
Slide 18: III. Loan Portfolio & Asset Quality
III. Loan Portfolio & Asset Quality
Slide 19: CNOB's Strong Underwriting Culture
CNOB’s Strong Underwriting Culture 19 □ Disciplined LTV and DSC standards □ Loan origination process supported by specialized teams of credit analysts □ High - quality direct commercial lending platform with little or no reliance on participants or wholesale purchases □ Prudent growth Multi - Facete
Slide 20: Historically Strong Credit Cultures
0.08% 0.31% 0.69% 0.24% (0.04%) 0.03% 0.05% 0.01% 1.18% 0.00% 0.41% 0.09% 0.00% 0.03% 0.07% 0.21% 0.16% 0.17% 0.06% 0.00% 0.04% 0.16% 0.15% 0.06% 0.05% 0.01% 0.03% 0.04% 0.04% 0.05% 0.07% 0.02% 0.02% 0.06% 0.03% 0.02% 1.41% 2.56% 2.56% 1.57% 1.10% 0.69% 0.49% 0.44% 0.47% 0.50% 0.48% 0.51% 0.50% 0.25
Slide 21: Diversified Loan Portfolio
Diversified Loan Portfolio 21 Source: Company Filings; Financial data as of 3/31/2025; Loan composition per bank level call report filings (1) Pro forma loan composition does not include purchase accounting or other adjustments (2) Commercial real estate per definition in regulatory guidance; includ
Slide 22: CNOB Loan Portfolio Detail
Other CRE 35% Multifamily 30% Business Loans 32% Residential/ Consumer 3% 22 CNOB Loan Portfolio Detail ($ in millions) Source: Company Filings and Company Designations Note: Financial data as of 3/31/2025; Numbers may not sum to 100% due to rounding Type Balance Percentage Type Balance Percentage C
Slide 23: Historical Commercial Real Estate Concentration
CRE / Total RBC (1) Historical Commercial Real Estate Concentration 23 (1) Commercial real estate per definition in regulatory guidance; includes non - owner occupied real estate, multifamily loans, constr uction and development loans and loans to finance commercial real estate, construction and lan
Slide 24: Multifamily Portfolio
Multifamily Portfolio 2 4 Note: Data reflects CNOB and FLIC as of 3/31/2025 unless otherwise indicated (1) Reflects properties with 50% or greater rent - controlled units □ Total CNOB multifamily portfolio of $2.5 billion, or 30.2% of total loans □ Approximately 2/3 of the portfolio is located in su
Slide 25: Office Portfolio
Office Portfolio 25 Geographic Composition – CNOB Current □ CNOB total office CRE portfolio of approximately $436 million, or about 5.3%, of total loan portfolio □ Majority of the portfolio is located in suburban NJ □ NYC (5 boroughs) is ~25% of the office portfolio, reflecting approximately 1.4% of
Slide 26: CNOB Construction Portfolio
CNOB Construction Portfolio □ Total construction loan portfolio of $618 million, reflecting 7.5% of CNOB’s total portfolio □ Highly experienced construction lender reflecting deep expertise and a highly - seasoned financially sound client base □ Risk adjusted returns are significant, reflecting CEO'
Slide 27: CNOB Non-Owner Occupied CRE Repricing Profile
$17 $77 $78 $57 $62 $488 $543 $680 $231 $895 CNOB Non - Owner Occupied CRE Repricing Profile 27 ($ in millions) By Repricing / Maturity Year Note: Data reflects CNOB as of 3/31/2025 unless otherwise indicated. Does not include construction or owner occupied CRE □ Prudent underwriting practices mitig
Slide 28: IV. Funding & Liquidity Management
IV. Funding & Liquidity Management
Slide 29: Attractive Deposit Base Funds Diversified Loan Portfolio
Demand Deposits 33% Other Interest - Bearing Deposits 48% Time Deposits (Retail) 9% Time Deposits (Jumbo) 10% Attractive Deposit Base Funds Diversified Loan Portfolio 29 Source: Company filings; Financial data as of 3/31/2025 (1) Pro forma loan composition does not include purchase accounting or oth
Slide 30: Liquidity Profile
Estimated Uninsured Deposits (RC-O Memo item 2.) $1.6 Less: Collateralized Deposits (0.6) Less: Affiliate and Subsidiary Deposits (0.1) Adjusted Uninsured Deposits $1.0 Available Liquidity $0.9 Available Liquidity (multiple of Adj. Uninsured) 0.9x Estimated Uninsured Deposits (RC-O Memo item 2.) $7.
Slide 31: Conservative Securities Portfolio
Federal Agency 16% Resi. Pass - thru 61% Comm. Mtg. Pass - thru 3% State and Political 19% Corporate 1% Conservative Securities Portfolio 31 Source: Company filings as of 3/31/2025 CNOB FLIC Available For Sale Securities ($M) State and Political 22% Resi. Pass - thru 21% CMOs 23% SBA Agency 15% Corp
Slide 32: Interest Rate Risk Positioning
Interest Rate Risk Positioning 32 Note: Interest rate sensitivity is not pro forma for FLIC merger. Reflects CNOB as of March 31, 2025, based on a static bala nce sheet and immediate and parallel interest rate shocks NIM: Net Interest Margin, COD: Cost of Deposits, reflect full year average rates an
Slide 33: V. Appendix
V. Appendix PHOPGPHOP HPO SHH |
Slide 34: Historical Double Leverage and Interest Coverage
Historical Double Leverage and Interest Coverage 34 (1) Presented as of 3/31/2025, Pro forma includes impact of FLIC acquisition (2) Presented as of 3/31/2025; Pro forma includes impact of FLIC acquisition, $200 million subordinated debt that may be raised b y C NOB (as described in Form S - 4), and
Slide 35: CNOB Historical Financial Profile
CNOB Historical Financial Profile 35 (1) Represents a non - GAAP measure. Please refer to Non - GAAP reconciliation in Appendix (2) Assumes 28% tax rate from 2020 to 6/30/2023, otherwise per CNOB filings For the Calendar Year Ended For the Quarter Ended 2020 2021 2022 2023 2024 Mar. 31, 2025 Balance
Slide 36: CNOB Reconciliation of GAAP and Non-GAAP Measures
CNOB Reconciliation of GAAP and Non - GAAP Measures 36 (1) Operating net income divided by average assets (2) Operating net income available to common stockholders divided by average tangible common equity (3) Operating revenue minus operating noninterest expense, divided by average assets (4) Opera
Slide 37: CNOB Reconciliation of GAAP and Non-GAAP Measures (Cont.)
CNOB Reconciliation of GAAP and Non - GAAP Measures (Cont.) 37 (1) Tangible common equity divided by tangible assets (2) Tangible common equity divided by common shares outstanding For the Calendar Year Ended For the Quarter Ended ($ in thousands) 2020 2021 2022 2023 2024 Mar. 31, 2025 Capital Ratio