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Generations Bancorp NY, INC. and Generations Bank Announce Regulatory Approvals of OCC and FDIC and Expected Closing Date for P&A

Generations Bancorp NY, INC. and Generations Bank Announce Regulatory Approvals of OCC and FDIC and Expected Closing Date for Purchase and Assumption Transaction with ESL Federal Credit Union

SENECA FALLS, N.Y., September 3, 2025 – Generations Bancorp NY, Inc. (OTCQX: GBNY), the holding company for Generations Bank, and Generations Bank announced today that Generations Bank has received the required regulatory approvals from the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation to consummate Generation Bank’s previously announced Purchase and Assumption Transaction (“P&A Transaction”) with ESL Federal Credit Union. The closing of the P&A Transaction remains subject to the approval of the National Credit Union Administration (“NCUA”) and other customary closing conditions. Subject to these conditions and approval, the parties have agreed to close the P&A Transaction on January 1, 2026.
In connection with the agreement to close the P&A Transaction on January 1, 2026, the parties have agreed to increase the Purchase Price to $26,500,000, which amount remains subject to adjustments at Closing per the P&A Agreement.
Generations Bancorp’s shareholders are currently estimated to receive an aggregate of between $18.00 and $20.00 in cash in exchange for each share of Generations Bancorp common stock owned (the “per share consideration”). It is expected that the per share consideration will be distributed in two payments, with the substantial majority of the total per share consideration expected to be distributed within six to nine months following the closing of the P&A Transaction, and the balance of the per share consideration to be distributed six to nine months after the first payment.

About the Generations Bancorp NY, Inc. and Generations Bank

Generations Bancorp NY, Inc. (the “Company”) is the parent of Generations Bank. The Bank is a federally chartered savings bank headquartered in Seneca Falls, New York. The Bank was organized in 1870 and has operated continuously since that time in the northern Finger Lakes region of New York State which is located in the central to northwestern portion of New York State. The Bank operates from its main office located in Seneca Falls, New York, in addition to eight full-service offices and one drive-through facility located in Auburn, Farmington, Geneva, Medina, Phelps, Union Springs and Waterloo, New York which are located throughout the northern Finger Lakes region of New York State, which includes parts of Cayuga, Seneca, Ontario, and Orleans counties. Our address at our headquarters is 20 East Bayard Street, Seneca Falls, New York 13148 and the telephone number at our headquarters is (315) 568-5855.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on assumptions and may describe future plans, strategies and expectations of the Company. Such forward- looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “believe,” “intend,” “plan,” “expect,” “will,” “may,” “should,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include the Company’s and Generations Bank’s ability to consummate the P&A Transaction with ESL Federal Credit Union. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in belief, expectations or events.