Item 1.01 Entry into a Material Definitive Agreement

On January 29, 2020, Dime Community Bancshares, Inc. (the "Registrant") and its wholly-owned subsidiary, Dime Community Bank (the "Bank"), entered into an underwriting agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein (the "Underwriters"), with respect to the sale of 2,608,000 shares of the Registrant's 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the "Preferred Stock"), with a liquidation preference of $25.00 per share. Registrant granted the Underwriters a 30-day option to purchase 391,200 additional shares of Preferred Stock. The offering of the Preferred Stock is being made pursuant to the Registrant's Registration Statement on Form S-3 (File No. 333-220175), filed with the Securities and Exchange Commission on August 25, 2017.

The Underwriting Agreement includes customary representations, warranties and covenants by the Registrant and the Bank, and customary conditions to closing and termination provisions. The Registrant also agreed to indemnify the underwriters against certain liabilities under the Securities Act of 1933, as amended. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.




Item 8.01 Other Events

On January 29, 2020, the Registrant issued a press release announcing the pricing of the underwritten public offering of shares of Registrant's Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





 (d) Exhibits.



             1.1    Underwriting Agreement, dated January 29, 2020, by and among the
                    Registrant, the Bank and Raymond James & Associates, Inc. and
                    Citigroup Global Markets Inc., as representatives of the
                    underwriters named therein

             99.1   Press release of the Registrant, dated January 29, 2020,
                    announcing the pricing of the public offering of the Registrant's
                    Preferred Stock

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