Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2021, Amalgamated Financial
Corp., a Delaware public benefit corporation (the “Company”), completed the issuance and sale of $85,000,000
aggregate principal amount of its 3.250% Fixed-to-Floating Rate Subordinated Notes Due 2031 (the “Notes”) at
a public offering price equal to 100% of the aggregate principal amount of the Notes (the “Offering”). The Notes were
offered pursuant to a prospectus supplement, dated November 4, 2021, to the prospectus, dated October 15, 2021, that forms part
of the Company’s Registration Statement on Form S-3 (File No. 333-260076) which was filed by the Company with the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended.
In connection with the Offering, the Company entered
into an underwriting agreement, dated as of November 4, 2021 (the “Underwriting Agreement”) with Keefe, Bruyette &
Woods, Inc., as representative of the underwriters named in the Underwriting Agreement. The Company estimates that the net proceeds from
the Offering, after deducting the underwriting discount and estimated offering expenses, will be approximately $83,360,600. The
Company intends to use the net proceeds of the Offering for general corporate purposes, including for funding the cash consideration
to be paid in the Company’s acquisition of Amalgamated Investments Company and for ongoing working capital needs. The Underwriting
Agreement contains customary representations, warranties, covenants, closing conditions, indemnification obligations and termination
provisions.
The Notes were issued pursuant to a
Subordinated Indenture, dated November 8, 2021 (the “Base Indenture”), between the Company and U.S. National
Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture relating to the Notes,
dated November 8, 2021, between the Company and the Trustee (the “Supplemental Indenture” and, together with the
Base Indenture, the “Indenture”). The Indenture governs the terms of the Notes. The Notes will mature on November 15,
2031. From and including the issue date to, but excluding, November 15, 2026 or the date of earlier redemption, the Notes
will bear interest at an initial fixed rate of 3.250% per annum, payable semi-annually in arrears. From and including
November 15, 2026 to, but excluding, the maturity date or the date of earlier redemption, the Notes will bear interest at a
floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term Secured Overnight Financing Rate (SOFR)
(as defined in the Indenture), plus a spread of 230 basis points, payable quarterly in arrears, provided, however, that, in
the event that the then-current benchmark rate is less than zero, then the benchmark rate will be deemed to be zero.
The Notes are unsecured subordinated obligations
of the Company. The Notes are not savings accounts or deposits of the Company or any of its subsidiaries and are not insured or
guaranteed by the FDIC or any other governmental agency or instrumentality. There is no sinking fund for the Notes. The Notes are
subordinated in right of payment to the payment of the Company’s existing and future Senior Debt (as defined in the Base
Indenture) and structurally subordinated to all of the Company’s subsidiaries’ existing and future indebtedness and
other obligations, including the deposit liabilities and claims of other creditors of the Company’s bank subsidiary,
Amalgamated Bank. The Notes are obligations of the Company only and are not obligations of, and are not guaranteed by, any of
the Company’s subsidiaries.
The Company may, at its option, redeem the Notes in
whole or in part on November 15, 2026 and on any interest payment date thereafter. The Company may also, at its option, redeem
the Notes at any time, including prior to November 15, 2026, in whole but not in part, upon the occurrence of a “Tax Event”
or a “Tier 2 Capital Event” (each as defined in the Supplemental Indenture) or if the Company is required to register as
an investment company under the Investment Company Act of 1940, as amended. Any early redemption of the Notes will be subject to obtaining
the prior approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) to the extent
then required under the rules of the Federal Reserve Board and will be at a redemption price equal to 100% of the principal amount of
the Notes plus any accrued and unpaid interest to, but excluding, the redemption date.
An event of default under the Notes will occur, and
the payment of principal of the Notes may be accelerated, only in the event of certain limited events involving a receivership, conservatorship,
insolvency, liquidation or similar proceeding. A payment failure under the Notes will occur if the Company fails to pay interest on the
Notes for ninety (90) days after the payment is due, or if the Company fails to pay the principal of the Notes when due. There
are no rights of acceleration of the payment of principal or interest of Notes upon such payment failure.
Neither the Notes nor the Indenture limit the amount
of additional indebtedness or other liabilities, including Senior Debt, that the Company may incur. The Notes and the Indenture also do
not contain any restrictions on paying dividends, selling assets, making investments or issuing or repurchasing other securities, or contain
any provision that would provide protection to the holders of the Notes against a sudden and dramatic decline in credit quality resulting
from a merger, takeover, recapitalization or similar restructuring or any other event involving the Company that may adversely affect
its or its subsidiaries’ or affiliates’ credit quality.
The foregoing descriptions of the Underwriting Agreement,
the Base Indenture, the Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference
to the full text of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Notes. Copies of the Underwriting
Agreement, the Base Indenture and the Supplemental Indenture, including the form of Note which is attached as Exhibit A to the Supplemental
Indenture, are filed herewith as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated into this Current Report
on Form 8-K (this “Report”) by reference.