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Printmgr File OFFERING CIRCULAR 6,718,729 Shares Amalgamated Bank Class A Common Stock This is an initial public offering of shares of Class A common stock of Amalgamated Bank, a New York non-member commercial bank and a chartered trust company (the “Bank”). The selling stockholders identified in this offering circular are offering 6,718,729 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares in this offering. Prior to this offering, there has been no established public market for our Class A common stock. The public offering price is $15.50 per share. Our Class A common stock has been approved for listing on the Nasdaq Global Market under the symbol “AMAL.” Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 26 of this document. SHARES OF OUR CLASS A COMMON STOCK ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE ENTIRE AMOUNT YOU INVEST. THIS DOCUMENT CONSTITUTES AN OFFERING CIRCULAR COVERING SECURITIES THAT ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT”) PURSUANT TO SECTION 3(A)(2) THEREOF. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SECURITIES AND EXCHANGE COMMISSION, THE NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES, NOR ANY OTHER REGULATORY BODY, NOR HAS THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SECURITIES AND EXCHANGE COMMISSION, THE NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES, NOR ANY OTHER REGULATORY BODY PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as a result, have elected to take advantage of certain reduced public company reporting and disclosure requirements in this offering circular. The distribution of this offering circular and the offering of the shares in certain jurisdictions outside the United States may be restricted by law. Persons who receive this offering circular in such jurisdictions should see “Notice to Investors” on page 174 for more information regarding these restrictions. Per Share Total Initial public offering price ................................................... $15.500 $104,140,299.500 Underwriting discounts ...................................................... $ 1.085 $ 7,289,820.965 Proceeds to the selling stockholders, before expenses ........................ $14.415 $ 96,850,478.535 The underwriters may also exercise their option to purchase up to an additional 1,007,809 shares of our Class A common stock from the selling stockholders at the public offering price less the underwriting discount, for 30 days after the date of this offering circular. The shares of Class A common stock in this offering will be ready for delivery on or about August 13, 2018. Joint Bookrunners Barclays J.P. Morgan Keefe, Bruyette & Woods A Stifel Company Co-Managers Piper Jaffray Raymond James Sandler O’Neill + Partners, L.P. Offering Circular dated August 8, 2018. TABLE OF CONTENTS Page SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA ................................. 20 RISK FACTORS ............................................................................... 26 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS....................... 58 USE OF PROCEEDS ........................................................................... 60 DIVIDEND POLICY............................................................................ 60 CAPITALIZATION............................................................................. 61 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................................................................ 62 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .................. 95 BUSINESS .................................................................................... 97 SUPERVISION AND REGULATION ............................................................ 120 MANAGEMENT ............................................................................... 132 EXECUTIVE COMPENSATION................................................................. 147 PRINCIPAL AND SELLING STOCKHOLDERS .................................................. 157 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .......................... 161 DESCRIPTION OF CAPITAL STOCK ........................................................... 167 UNDERWRITING.............................................................................. 171 SHARES ELIGIBLE FOR FUTURE SALE........................................................ 177 CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF OUR COMMON STOCK........................................................................... 178 ERISA CONSIDERATIONS..................................................................... 182 LEGAL MATTERS............................................................................. 184 EXPERTS ..................................................................................... 184 WHERE YOU CAN FIND MORE INFORMATION................................................ 184 INDEX TO FINANCIAL STATEMENTS ......................................................... F-1 You should rely only on the information contained in this offering circular and any supplement or addendum that may be provided to you. None of the Bank, the selling stockholders or the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We, the selling stockholders, and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this offering circular and any supplement or addendum is accurate only as of the date thereof, regardless of the time of delivery of this offering circular or any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date. (i) ABOUT THIS OFFERING CIRCULAR Unless we state otherwise or the context otherwise requires, references in this offering circular to “we,” “our,” “us,” the “Bank” and “Amalgamated” refer to Amalgamated Bank and its consolidated subsidiaries as a combined bank following the acquisition of New Resource Bank completed on May 18, 2018 (the “New Resource Bank Acquisition”). We use the term Combined Bank to refer to any financial information presented on a pro forma basis to give effect to the New Resource Bank Acquisition as if the transaction had occurred on March 31, 2018, but not give effect to the purchase method of accounting. Financial information with respect to New Resource Bank has been derived from New Resource Bank’s historical Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only and Total Assets Less than $1 Billion - FFIEC 051 (the “NRB Call Report”) for March 31, 2018. The NRB Call Report was prepared by New Resource Bank’s management team prior to the completion of the New Resource Bank Acquisition and may not reflect similar assumptions or accounting standards used in Amalgamated Bank’s financial statements. The New Resource Bank financial information included in this offering circular has not been reviewed or audited by our independent registered public accounting firm and may not be directly comparable to Amalgamated Bank’s financial results for corresponding periods. References to our “Class A common stock” and “common stock” refer to our Class A common stock, par value $0.01 per share. Unless otherwise indicated, the dollar amounts in this offering circular are presented rounded to the nearest thousand and fractional shares have been rounded down to the nearest whole number. Unless otherwise expressly stated or the context otherwise requires, all information in this offering circular assumes that the underwriters will not exercise their option to purchase additional shares of common stock from the selling stockholders. European Economic Area This offering circular (and any supplement or addendum) have been prepared on the basis that any offer of common stock in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus pursuant to Article 3 of the Prospectus Directive. Accordingly, any person making or intending to make an offer in that Relevant Member State of common stock which is the subject of the offering contemplated in this offering circular (and any supplement or addendum thereto) should only do so in circumstances in which no obligation arises for Amalgamated Bank or any underwriter to produce a prospectus for such offer. Neither Amalgamated Bank nor any underwriter has authorized, nor do they authorize, the making of any offer of common stock through any financial intermediary, other than offers of common stock made by the underwriters contemplated in this offering circular (and any supplement or addendum
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