WNEB 10-Q Quarter ended Sept. 30, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

or

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-16767

Western New England Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts		73-1627673
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

141 Elm Street , Westfield , Massachusetts		01086
(Address of principal executive offices)		(Zip Code)

(413) 568-1911

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	WNEB	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At November 3, 2025 the registrant had 20,491,966 shares of common stock, $0.01 par value, issued and outstanding.

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		i
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements of Western New England Bancorp, Inc. and Subsidiaries (Unaudited)	1
	Consolidated Balance Sheets – September 30, 2025 and December 31, 2024	1
	Consolidated Statements of Net Income – Three and Nine Months Ended September 30, 2025 and 2024	2
	Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2025 and 2024	3
	Consolidated Statements of Changes in Shareholders’ Equity – Three and Nine Months Ended September 30, 2025 and 2024	4
	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	63
PART II – OTHER INFORMATION		63
Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults upon Senior Securities	64
Item 4.	Mine Safety Disclosures	64
Item 5.	Other Information	64
Item 6.	Exhibits	64

FORWARD–LOOKING STATEMENTS

We may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Western New England Bancorp, Inc.’s (the “Company”) financial condition, liquidity, results of operations, future performance, and business. Forward-looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operations and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

●

unpredictable changes in general economic or political conditions, financial markets, fiscal, monetary and regulatory policies, including actual or potential stress in the banking industry;

●

unstable political and economic conditions, including but not limited to the effects of federal government shutdowns and changes in tariff policies, which could materially impact credit quality trends and the ability to generate loans and gather deposits;

●

inflation and governmental responses to inflation, including recent sustained increases and potential future increases in interest rates that reduce margins;

●

the effect on our operations of governmental legislation and regulation, including changes in accounting regulation or standards, the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Basel guidelines, capital requirements and other applicable laws and regulations;

●

declines in real estate values in the Company’s market area, which may adversely affect our loan production;

●

significant changes in accounting, tax or regulatory practices or requirements;

●

new legal obligations or liabilities or unfavorable resolutions of litigation;

●

disruptive technologies in payment systems and other services traditionally provided by banks;

●

the highly competitive industry and market area in which we operate;

●

operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks;

●

failure or circumvention of our internal controls or procedures;

●

changes in the securities markets which affect investment management revenues;

●

increases in Federal Deposit Insurance Corporation deposit insurance premiums and assessments;

●

the soundness of other financial services institutions which may adversely affect our credit risk;

●

certain of our intangible assets may become impaired in the future;

●

the duration and scope of potential pandemics, including the emergence of new variants and the response thereto;

●

new lines of business or new products and services, which may subject us to additional risks;

●

changes in key management personnel which may adversely impact our operations;

●

severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact our business; and

●

other risk factors detailed from time to time in our SEC filings.

Investors should consider these risks, uncertainties, and other factors in addition to the factors under the heading “Risk Factors” included in this filing and our other filings with the SEC.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent required by law.

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(Dollars in thousands, except per share data)

		September 30,				December 31,
		2025				2024
ASSETS
Cash and due from banks		$	25,513			$	18,824
Federal funds sold			7,098				9,264
Interest-bearing deposits and other short-term investments			50,331				38,362
Total cash and cash equivalents			82,942				66,450
Securities available-for-sale, at fair value			179,234				160,704
Securities held-to-maturity, at amortized cost (Fair value of $ 161,588 at September 30, 2025 and $ 165,606 at December 31, 2024)			193,446				205,036
Marketable equity securities, at fair value			471				397
Total investment securities			373,151				366,137
Federal Home Loan Bank stock and other restricted stock, at amortized cost			5,818				5,818
Total Loans			2,131,308				2,070,189
Less: Allowance for credit losses			( 20,542	)			( 19,529	)
Net loans			2,110,766				2,050,660
Premises and equipment, net			23,194				24,421
Accrued interest receivable			8,887				8,468
Bank-owned life insurance			78,527				77,056
Deferred tax asset, net			12,085				13,997
Goodwill			12,487				12,487
Core deposit intangible			1,156				1,438
Other assets			26,517				26,158
TOTAL ASSETS		$	2,735,530			$	2,653,090
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing deposits		$	590,152			$	565,620
Interest-bearing deposits			1,759,723				1,697,027
Total deposits			2,349,875				2,262,647
Borrowings:
Short-term borrowings			2,980				5,390
Long-term debt			98,000				98,000
Subordinated debt			19,781				19,751
Total borrowings			120,761				123,141
Securities pending settlement			—				8,622
Other liabilities			21,254				22,770
TOTAL LIABILITIES			2,491,890				2,417,180
SHAREHOLDERS’ EQUITY:
Preferred stock - $ 0.01 par value, 5,000,000 shares authorized, none outstanding at September 30, 2025 and December 31, 2024			—				—
Common stock - $ 0.01 par value, 75,000,000 shares authorized, 20,491,966 shares issued and outstanding at September 30, 2025; 20,875,713 shares issued and outstanding at December 31, 2024			205				209
Additional paid-in capital			115,828				119,326
Unearned compensation – Employee Stock Ownership Plan (“ESOP”)			( 1,559	)			( 1,906	)
Unearned compensation - Equity Incentive Plan			( 1,557	)			( 1,190	)
Retained earnings			148,510				142,745
Accumulated other comprehensive loss, net of tax			( 17,787	)			( 23,274	)
TOTAL SHAREHOLDERS’ EQUITY			243,640				235,910
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	2,735,530			$	2,653,090

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME – UNAUDITED

(Dollars in thousands, except per share data)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Interest and dividend income:
Residential and commercial real estate loans		$	23,029			$	21,719			$	67,293			$	63,622
Commercial and industrial loans			3,593				3,334				10,381				9,849
Consumer loans			68				81				214				244
Total interest income from loans			26,690				25,134				77,888				73,715
Investment securities, taxable			2,616				2,119				7,624				6,371
Investment securities, tax-exempt			—				1				—				3
Marketable equity securities			1				1				3				2
Total interest and dividend income from investment securities			2,617				2,121				7,627				6,376
Other investments			166				189				526				473
Short-term investments			560				396				2,041				682
Total interest income from cash and cash equivalents			726				585				2,567				1,155
Total interest and dividend income			30,033				27,840				88,082				81,246
Interest expense:
Deposits			10,403				11,165				32,216				30,793
Short-term borrowings			39				71				140				540
Long-term debt			1,245				1,622				3,696				4,607
Subordinated debt			254				254				762				762
Total interest expense			11,941				13,112				36,814				36,702
Net interest and dividend income			18,092				14,728				51,268				44,544
Provision for credit losses			1,293				941				820				97
Net interest and dividend income after provision for credit losses			16,799				13,787				50,448				44,447
Non-interest income:
Service charges and fees			2,552				2,341				7,364				6,901
Income from bank-owned life insurance			482				470				1,471				1,425
Net unrealized gain on marketable equity securities			22				10				42				22
Loss on sale of premises and equipment			—				—				—				( 6	)
Gain on mortgage banking activities			—				246				11				246
Gain on non-marketable equity investments			—				—				243				987
Other income			117				74				212				74
Total non-interest income			3,173				3,141				9,343				9,649
Non-interest expense:
Salaries and employee benefits			9,209				8,112				26,453				24,257
Occupancy			1,237				1,217				3,914				3,798
Furniture and equipment			453				483				1,431				1,450
Data processing			916				869				2,731				2,577
Software			652				612				1,956				1,877
Debit card and ATM processing expense			633				649				1,884				1,844
Professional fees			460				540				1,629				1,690
FDIC insurance assessment			376				338				1,206				1,071
Advertising			433				271				1,305				959
Other expenses			1,409				1,315				4,109				3,979
Total non-interest expense			15,778				14,406				46,618				43,502
Income before income taxes			4,194				2,522				13,173				10,594
Income tax provision			1,027				618				3,113				2,216
Net income		$	3,167			$	1,904			$	10,060			$	8,378
Earnings per common share:
Basic earnings per share		$	0.16			$	0.09			$	0.50			$	0.40
Weighted average basic shares outstanding			20,110,492				20,804,162				20,234,534				21,013,003
Diluted earnings per share		$	0.16			$	0.09			$	0.50			$	0.40
Weighted average diluted shares outstanding			20,240,975				20,933,833				20,354,977				21,122,208
Dividends per share		$	0.07			$	0.07			$	0.21			$	0.21

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED

(Dollars in thousands)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Net income		$	3,167			$	1,904			$	10,060			$	8,378
Other comprehensive income:
Securities available-for-sale:
Unrealized holding gain			2,724				7,103				7,401				4,554
Tax effect			( 697	)			( 1,811	)			( 1,914	)			( 1,155	)
Net-of-tax amount			2,027				5,292				5,487				3,399
Other comprehensive income			2,027				5,292				5,487				3,399
Comprehensive income		$	5,194			$	7,196			$	15,547			$	11,777

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, except share data)

		Common Stock																Unearned								Accumulated
		Shares				Par Value				Additional Paid-in Capital				Unearned Compensation - ESOP				Compensation - Equity Incentive Plan				Retained Earnings				Other Comprehensive Income (Loss)				Total
BALANCE AT DECEMBER 31, 2024			20,875,713			$	209			$	119,326			$	( 1,906	)		$	( 1,190	)		$	142,745			$	( 23,274	)		$	235,910
Net income			—				—				—				—				—				2,303				—				2,303
Comprehensive income			—				—				—				—				—				—				2,585				2,585
Common stock held by ESOP committed to be released ( 67,377 shares)			—				—				39				116				—				—				—				155
Share-based compensation - equity incentive plan			—				—				—				—				145				—				—				145
Forfeited equity incentive plan shares ( 22,176 shares)			—				—				( 202	)			—				202				—				—				—
Forfeited equity incentive plan shares reissued ( 24,560 shares)			—				—				228				—				( 228	)			—				—				—
Common stock repurchased			( 217,218	)			( 2	)			( 1,981	)			—				—				—				—				( 1,983	)
Issuance of common stock in connection with equity incentive plan			115,824				1				1,076				—				( 1,077	)			—				—				—
Cash dividends declared and paid on common stock ($ 0.07 per share)			—				—				—				—				—				( 1,439	)			—				( 1,439	)
BALANCE AT MARCH 31, 2025			20,774,319			$	208			$	118,486			$	( 1,790	)		$	( 2,148	)		$	143,609			$	( 20,689	)		$	237,676
Net income			—				—				—				—				—				4,590				—				4,590
Comprehensive income			—				—				—				—				—				—				875				875
Common stock held by ESOP committed to be released ( 67,377 shares)			—				—				38				115				—				—				—				153
Share-based compensation - equity incentive plan			—				—				—				—				318				—				—				318
Forfeited equity incentive plan shares ( 6,137 shares)			—				—				( 55	)			—				55				—				—				—
Forfeited equity incentive plan shares reissued ( 6,137 shares)			—				—				58				—				( 58	)			—				—				—
Common stock repurchased			( 290,609	)			( 3	)			( 2,744	)			—				—				—				—				( 2,747	)
Issuance of common stock in connection with equity incentive plan			10,791				—				102				—				( 102	)			—				—				—
Cash dividends declared and paid on common stock ($ 0.07 per share)			—				—				—				—				—				( 1,437	)			—				( 1,437	)
BALANCE AT JUNE 30, 2025			20,494,501			$	205			$	115,885			$	( 1,675	)		$	( 1,935	)		$	146,762			$	( 19,814	)		$	239,428
Net income			—				—				—				—				—				3,167				—				3,167
Comprehensive income			—				—				—				—				—				—				2,027				2,027
Common stock held by ESOP committed to be released ( 67,377 shares)			—				—				57				116				—				—				—				173
Share-based compensation - equity incentive plan			—				—				—				—				288				—				—				288
Forfeited equity incentive plan shares ( 9,956 shares)			—				—				( 90	)			—				90				—				—				—
Common stock repurchased			( 2,535	)			—				( 24	)			—				—				—				—				( 24	)
Cash dividends declared and paid on common stock ($ 0.07 per share)			—				—				—				—				—				( 1,419	)			—				( 1,419	)
BALANCE AT SEPTEMBER 30, 2025			20,491,966			$	205			$	115,828			$	( 1,559	)		$	( 1,557	)		$	148,510			$	( 17,787	)		$	243,640

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Dollars in thousands, except share data)

		Common Stock																Unearned								Accumulated
		Shares				Par Value				Additional Paid-in Capital				Unearned Compensation - ESOP				Compensation - Equity Incentive Plan				Retained Earnings				Other Comprehensive Income (Loss)				Total
BALANCE AT DECEMBER 31, 2023			21,666,807			$	217			$	125,448			$	( 2,394	)		$	( 1,111	)		$	136,993			$	( 21,744	)		$	237,409
Net income			—				—				—				—				—				2,961				—				2,961
Comprehensive loss			—				—				—				—				—				—				( 1,893	)			( 1,893	)
Common stock held by ESOP committed to be released ( 71,240 shares)			—				—				30				122				—				—				—				152
Share-based compensation - equity incentive plan			—				—				—				—				505				—				—				505
Forfeited equity incentive plan shares reissued in connection with 2021 LTI performance share grant ( 4,219 shares)			—				—				35				—				( 35	)			—				—				—
Issuance of common stock in connection with equity incentive plan			182,830				2				1,531				—				( 1,533	)			—				—				—
Common stock repurchased			( 221,947	)			( 3	)			( 1,831	)			—				—				—				—				( 1,834	)
Cash dividends declared and paid on common stock ($ 0.07 per share)			—				—				—				—				—				( 1,504	)			—				( 1,504	)
BALANCE AT MARCH 31, 2024			21,627,690			$	216			$	125,213			$	( 2,272	)		$	( 2,174	)		$	138,450			$	( 23,637	)		$	235,796
Net income			—				—				—				—				—				3,513				—				3,513
Comprehensive income			—				—				—				—				—				—				—				—
Common stock held by ESOP committed to be released ( 71,240 shares)			—				—				9				122				—				—				—				131
Share-based compensation - equity incentive plan			—				—				—				—				318				—				—				318
Forfeited equity incentive plan shares ( 2,384 shares)			—				—				( 20	)			—				20				—				—				—
Common stock repurchased			( 269,841	)			( 2	)			( 1,785	)			—				—				—				—				( 1,787	)
Cash dividends declared and paid on common stock ($ 0.07 per share)			—				—				—				—				—				( 1,494	)			—				( 1,494	)
BALANCE AT JUNE 30, 2024			21,357,849			$	214			$	123,417			$	( 2,150	)		$	( 1,836	)		$	140,469			$	( 23,637	)		$	236,477
Net income			—				—				—				—				—				1,904				—				1,904
Comprehensive income			—				—				—				—				—				—				5,292				5,292
Common stock held by ESOP committed to be released ( 71,240 shares)			—				—				8				122				—				—				—				130
Share-based compensation - equity incentive plan			—				—				—				—				323				—				—				323
Common stock repurchased			( 244,441	)			( 3	)			( 1,997	)			—				—				—				—				( 2,000	)
Cash dividends declared and paid on common stock ($ 0.07 per share)			—				—				—				—				—				( 1,471	)			—				( 1,471	)
BALANCE AT SEPTEMBER 30, 2024			21,113,408			$	211			$	121,428			$	( 2,028	)		$	( 1,513	)		$	140,902			$	( 18,345	)		$	240,655

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(Dollars in thousands)

		Nine Months Ended September 30,
		2025				2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	10,060			$	8,378
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			820				97
Depreciation and amortization of premises and equipment			1,607				1,659
Net amortization (accretion) of purchase accounting adjustments			24				( 34	)
Amortization of core deposit intangible			282				282
Net amortization of premiums and discounts on securities and mortgage loans			766				877
Net amortization of deferred costs on mortgage loans			152				343
Net amortization of premiums on subordinated debt			30				29
Share-based compensation expense			751				1,146
ESOP expense			481				413
Net change in unrealized gains on marketable equity securities			( 42	)			( 22	)
Gain on mortgage banking activities			( 11	)			( 246	)
Loss on disposal of premises and equipment			—				6
Income from bank-owned life insurance			( 1,471	)			( 1,425	)
Net change in:
Accrued interest receivable			( 419	)			( 125	)
Other assets			( 1,062	)			504
Other liabilities			( 813	)			( 5,767	)
Net cash provided by operating activities			11,155				6,115
CASH FLOWS FROM INVESTING ACTIVITIES :
Purchases of securities held-to-maturity			—				( 1,100	)
Proceeds from calls, maturities, and principal collections of securities held-to-maturity			11,320				10,896
Purchases of securities available-for-sale			( 31,600	)			( 23,813	)
Proceeds from calls, maturities, and principal collections of securities available-for-sale			11,529				11,542
Purchase of marketable equity securities			( 33	)			( 30	)
Net loan originations and principal payments			( 61,075	)			( 42,469	)
Proceeds from sale of portfolio residential real estate loans			—				20,333
Purchase of Federal Home Loan Bank of Boston stock			—				( 3,436	)
Purchases of premises and equipment			( 410	)			( 381	)
Proceeds from disposal of premises & equipment			—				12
Net cash used in investing activities			( 70,269	)			( 28,446	)
CASH FLOWS FROM FINANCING ACTIVITIES :
Net increase in deposits			87,228				80,462
Decrease in short-term borrowings			( 2,410	)			( 11,710	)
Repayment of long-term debt			—				( 90,369	)
Proceeds from issuance of long-term debt			—				98,000
Cash dividends paid on common stock			( 4,295	)			( 4,469	)
Common stock repurchased			( 4,917	)			( 5,621	)
Net cash provided by financing activities			75,606				66,293
NET CHANGE IN CASH AND CASH EQUIVALENTS:			16,492				43,962
Beginning of period			66,450				28,840
End of period		$	82,942			$	72,802
Supplemental cash flow information:
Net change in cash due to broker for common stock repurchased		$	( 163	)		$	2,513
Available-for-sale securities purchases pending settlement			( 8,459	)			—
Interest paid			36,864				39,051
Taxes paid			4,438				2,599

See the accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Basis of Presentation . Western New England Bancorp, Inc. (“WNEB,” “Company,” “we,” or “us”) is a Massachusetts-chartered stock holding company for Westfield Bank, a federally-chartered savings bank (“Bank”).

The Bank operates 25 banking offices in Hampden County and Hampshire County in western Massachusetts and Hartford County and Tolland County in northern Connecticut, and its primary sources of revenue are interest income from loans as well as interest income from investment securities. The West Hartford Financial Services Center serves as the Company’s Connecticut hub, housing Commercial Lending, Cash Management and a Mortgage Loan Officer. The Bank’s deposits are insured up to the maximum Federal Deposit Insurance Corporation (“FDIC”) coverage limits.

Wholly-owned Subsidiaries . Elm Street Securities Corporation, WFD Securities, Inc. and CSB Colts, Inc., are Massachusetts-chartered securities corporations, formed for the primary purpose of holding qualified securities. WB Real Estate Holdings, LLC is a Massachusetts-chartered limited liability company that holds real property acquired as security for debts previously contracted by the Bank.

Principles of Consolidation . The consolidated financial statements include the accounts of Western New England Bancorp, Inc., the Bank, CSB Colts, Inc., Elm Street Securities Corporation, WB Real Estate Holdings, LLC and WFD Securities, Inc. All material intercompany balances and transactions have been eliminated in consolidation.

Estimates . The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses for each. Actual results could differ from those estimates. An estimate that is particularly susceptible to significant change in the near-term relates to the determination of the allowance for credit losses.

Basis of Presentation . In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of September 30, 2025, and the results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations for the year ending December 31, 2025. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

Reclassifications . Amounts in the prior period financial statements are reclassified when necessary to conform to the current year presentation.

2. EARNINGS PER SHARE (“EPS”)

Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. If rights to dividends on unvested awards are non-forfeitable, these unvested awards are considered outstanding in the computation of basic earnings per share. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by us relate to stock options and certain performance-based restricted stock awards and are determined using the treasury stock method. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. There were no anti-dilutive shares outstanding during the three and nine months ended September 30, 2025 and 2024.

Earnings per common share for the three and nine months ended September 30, 2025 and 2024 have been computed based on the following:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
		(Dollars and shares in thousands)
Net income applicable to common stock		$	3,167			$	1,904			$	10,060			$	8,378
Average number of common shares issued			20,492				21,246				20,632				21,466
Less: Average unallocated ESOP Shares			( 186	)			( 256	)			( 203	)			( 273	)
Less: Average unvested performance-based equity incentive plan shares			( 196	)			( 186	)			( 194	)			( 180	)
Average number of common shares outstanding used to calculate basic earnings per common share			20,110				20,804				20,235				21,013
Effect of dilutive performance-based equity incentive plan shares			131				130				120				109
Average number of common shares outstanding used to calculate diluted earnings per share			20,241				20,934				20,355				21,122
Net income per share:
Basic earnings per share		$	0.16			$	0.09			$	0.50			$	0.40
Diluted earnings per share		$	0.16			$	0.09			$	0.50			$	0.40

3. COMPREHENSIVE INCOME (LOSS)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income (loss).

The components of accumulated other comprehensive loss included in shareholders’ equity are as follows:

		September 30, 2025				December 31, 2024
		(Dollars in thousands)
Net unrealized losses on securities available-for-sale		$	( 23,835	)		$	( 31,236	)
Tax effect			6,048				7,962
Net-of-tax amount			( 17,787	)			( 23,274	)
Accumulated other comprehensive loss, net of tax		$	( 17,787	)		$	( 23,274	)

4. INVESTMENT SECURITIES

The following tables summarize the amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2025 and December 31, 2024, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss on securities available-for-sale. The Company did not record an allowance for credit losses on its securities held-to-maturity portfolio as of September 30, 2025 and December 31, 2024.

		September 30, 2025
		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
		(Dollars in thousands)
Securities available-for-sale:
Debt securities:
Government-sponsored enterprise obligations		$	18,958			$	—			$	( 2,223	)		$	16,735
Corporate bonds			11,000				159				( 319	)			10,840
Total debt securities			29,958				159				( 2,542	)			27,575
Mortgage-backed securities:
Government-sponsored mortgage-backed securities			167,248				675				( 21,011	)			146,912
U.S. government guaranteed mortgage-backed securities			5,863				—				( 1,116	)			4,747
Total mortgage-backed securities			173,111				675				( 22,127	)			151,659
Total securities available-for-sale			203,069				834				( 24,669	)			179,234
Securities held-to-maturity:
Debt securities:
U.S. Treasury securities			5,001				—				( 140	)			4,861
U.S. government guaranteed obligations			1,019				—				( 1	)			1,018
Total debt securities			6,020				—				( 141	)			5,879
Mortgage-backed securities:
Government-sponsored mortgage-backed securities			187,426				170				( 31,887	)			155,709
Total mortgage-backed securities			187,426				170				( 31,887	)			155,709
Total securities held-to-maturity			193,446				170				( 32,028	)			161,588
Total		$	396,515			$	1,004			$	( 56,697	)		$	340,822

9

		December 31, 2024
		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
		(Dollars in thousands)
Securities available-for-sale:
Debt securities:
Government-sponsored enterprise obligations		$	19,424			$	—			$	( 2,966	)		$	16,458
Corporate bonds			5,000				—				( 390	)			4,610
Total debt securities			24,424				—				( 3,356	)			21,068
Mortgage-backed securities:
Government-sponsored mortgage-backed securities			161,313				—				( 26,535	)			134,778
U.S. government guaranteed mortgage-backed securities			6,203				—				( 1,345	)			4,858
Total mortgage-backed securities			167,516				—				( 27,880	)			139,636
Total securities available-for-sale			191,940				—				( 31,236	)			160,704
Securities held-to-maturity:
Debt securities:
U.S. Treasury securities			5,002				—				( 275	)			4,727
U.S. government guaranteed obligations			1,064				—				( 3	)			1,061
Total debt securities			6,066				—				( 278	)			5,788
Mortgage-backed securities:
Government-sponsored mortgage-backed securities			198,970				13				( 39,165	)			159,818
Total mortgage-backed securities			198,970				13				( 39,165	)			159,818
Total securities held-to-maturity			205,036				13				( 39,443	)			165,606
Total		$	396,976			$	13			$	( 70,679	)		$	326,310

The following table summarizes the unrealized gains recognized on marketable equity securities for the periods indicated:

		Nine Months Ended September 30
		2025				2024
		(Dollars in thousands)
Net gains recognized during the period on marketable equity securities		$	42			$	22
Net gains (losses) recognized during the period on equity securities sold during the period			—				—
Unrealized gains recognized during the period on marketable equity securities still held at end of period		$	42			$	22

At September 30, 2025, U.S. Treasury securities with a fair value of $ 4.9 million, government-sponsored enterprise obligations with a fair value of $ 8.4 million and mortgage-backed securities with a fair value of $ 153.0 million were pledged to secure public deposits and for other purposes as required or permitted by law. Securities collateralizing public deposits are subject to fluctuations in fair value. We monitor the fair value of the collateral on a periodic basis, and pledge additional collateral if necessary, based on changes in fair value of collateral or the balances of such deposits.

10

The amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2025, by final maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or prepay obligations.

		Available-for-Sale								Held-to-Maturity
		Amortized Cost				Fair Value				Amortized Cost				Fair Value
		(Dollars in thousands)
Debt securities:
Due after one year through five years		$	4,944			$	4,373			$	5,001			$	4,861
Due after five years through ten years			23,166				21,365				—				—
Due after ten years			1,848				1,837				1,019				1,018
Total debt securities		$	29,958			$	27,575			$	6,020			$	5,879
Mortgage-backed securities:
Due after one year through five years		$	2,777			$	2,749			$	—			$	—
Due after five years through ten years			3,792				3,651				1,963				1,898
Due after ten years			166,542				145,259				185,463				153,811
Total mortgage-backed securities			173,111				151,659				187,426				155,709
Total securities		$	203,069			$	179,234			$	193,446			$	161,588

There were no gross realized gains or losses on sales of securities available-for-sale for the nine months ended September 30, 2025 and 2024. There were no sales of available-for-sale securities for the nine months ended September 30, 2025 and 2024.

Allowance for Credit Losses – Securities Available-for-Sale

The Company measures expected credit losses on debt securities available-for-sale based upon the gain or loss position of the security. For debt securities available-for-sale in an unrealized loss position which the Company does not intend to sell, and it is not more likely than not that the Company will be required to sell the security before recovery of the Company’s amortized cost, the Company evaluates qualitative criteria to determine any expected loss. This includes among other items the financial health of, and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. The Company also evaluates quantitative criteria including determining whether there has been an adverse change in expected future cash flows of the security. Securities available-for-sale which are guaranteed by government agencies do not currently have an allowance for credit loss as the Company determined these securities are either backed by the full faith and credit of the U.S. government and/or there is an unconditional commitment to make interest payments and to return the principal investment in full to investors when a debt security reaches maturity. In assessing the Company’s investments in government-sponsored and U.S. government guaranteed mortgage-backed securities and government-sponsored enterprise obligations, the contractual cash flows of these investments are guaranteed by the respective government-sponsored enterprise; Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Federal Farm Credit Bank (“FFCB”), or Federal Home Loan Bank (“FHLB”). Accordingly, it is expected that the securities would not be settled at a price less than the par value of the Company’s investments. The Company will evaluate this position no less than annually, however, certain items which may cause the Company to change this methodology include legislative changes that remove a government-sponsored enterprise’s ability to draw funds from the U.S. government, or legislative changes to housing policy that reduce or eliminate the U.S. government’s implicit guarantee on such securities. Accrued interest receivable on securities available-for-sale guaranteed by government agencies totaled $ 519,000 at September 30, 2025 and $ 472,000 at December 31, 2024, and is excluded from the estimate of credit losses. If the Company does not expect to recover the entire amortized cost basis of the security, an allowance for credit losses would be recorded, with a related charge to earnings. If the Company intends to sell the security or it is more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis, the Company recognizes the entire difference between the amortized cost basis of the security and its fair value in earnings. Any impairment that has not been recorded through an allowance for credit loss is recognized in other comprehensive income. Accrued interest receivable on debt securities available-for-sale not guaranteed by government agencies totaled $ 211,000 at September 30, 2025 and $ 123,000 at December 31, 2024, and is excluded from the estimate of credit losses. There were no allowances for credit losses established on debt securities available-for-sale during the three and nine months ended September 30, 2025 and 2024.

11

Allowance for Credit Losses – Securities Held-to-Maturity

The Company measures expected credit losses on debt securities held-to-maturity on a collective basis by security type and risk rating where available. The reserve for each pool is calculated based on a Probability of Default/Loss Given Default basis taking into consideration the expected life of each security. Held-to-maturity securities which are issued by the United States Treasury or are guaranteed by government agencies do not currently have an allowance for credit loss as the Company determined these securities are either backed by the full faith and credit of the U.S. government and/or there is an unconditional commitment to make interest payments and to return the principal investment in full to investors when a debt security reaches maturity. In assessing the Company’s investments in government-sponsored and U.S. government guaranteed mortgage-backed securities and government-sponsored enterprise obligations, the contractual cash flows of these investments are guaranteed by the respective government-sponsored enterprise; FHLMC, FNMA, FFCB, or FHLB. Accordingly, it is expected that the securities would not be settled at a price less than the par value of the Company’s investments. The Company will evaluate this position no less than annually, however, certain items which may cause the Company to change this methodology include legislative changes that remove a government-sponsored enterprise’s ability to draw funds from the U.S. government, or legislative changes to housing policy that reduce or eliminate the U.S. government’s implicit guarantee on such securities. Any expected credit losses on securities held-to-maturity would be presented as an allowance for credit loss. Accrued interest receivable on securities held-to-maturity totaled $ 420,000 at September 30, 2025 and $ 430,000 at December 31, 2024, and is excluded from the estimate of credit losses. There were no allowances for credit losses established on securities held-to-maturity securities during the three and nine months ended September 30, 2025 and 2024.

At September 30, 2025 and December 31, 2024, there was one available-for-sale corporate bond that was rated below investment grade by one or more ratings agencies. The Company reviewed the financial strength of the corporate bond rated below investment grade at September 30, 2025 and has concluded that the amortized cost remains supported by the expected future cash flows of the securities.

The following tables summarize the gross unrealized losses and fair value of the Company’s securities available-for-sale and held-to-maturity, segregated by the duration of their continuous unrealized loss positions at September 30, 2025 and December 31, 2024:

		September 30, 2025
		Less Than Twelve Months																Over Twelve Months
		Number of Securities				Fair Value				Gross Unrealized Loss				Depreciation from Amortized Cost Basis (%)				Number of Securities				Fair Value				Gross Unrealized Loss				Depreciation from Amortized Cost Basis (%)
		(Dollars in thousands)
Securities available-for-sale:
Government-sponsored mortgage-backed securities			5			$	7,227			$	47				0.6	%			71			$	102,988			$	20,964				16.9	%
U.S. government guaranteed mortgage-backed securities			—				—				—				—				9				4,747				1,116				19.0
Government-sponsored enterprise obligations			2				2,652				35				1.3				4				14,083				2,188				13.4
Corporate bonds			—				—				—				—				2				4,681				319				6.4
Total securities available-for-sale			7				9,879				82								86				126,499				24,587
Securities held-to-maturity:
U.S. Treasury securities			—				—				—				—	%			1				4,861				140				2.8	%
U.S. Government guaranteed obligations			1				1,018				1				0.1				—				—				—				—
Government-sponsored mortgage-backed securities			—				—				—				—				36				143,737				31,887				18.2
Total securities held-to-maturity			1				1,018				1								37				148,598				32,027
Total securities			8			$	10,897			$	83								123			$	275,097			$	56,614

12

		December 31, 2024
		Less Than Twelve Months																Over Twelve Months
		Number of Securities				Fair Value				Gross Unrealized Loss				Depreciation from Amortized Cost Basis (%)				Number of Securities				Fair Value				Gross Unrealized Loss				Depreciation from Amortized Cost Basis (%)
		(Dollars in thousands)
Securities available-for-sale:
Government-sponsored mortgage-backed securities			9			$	33,145			$	584				1.7	%			70			$	99,529			$	25,951				20.7	%
U.S. government guaranteed mortgage-backed securities			—				—				—				—				9				4,858				1,345				21.7
Government-sponsored enterprise obligations			3				4,452				19				0.4				3				11,988				2,947				19.7
Corporate bonds			—				—				—				—				2				4,610				390				7.8
Total securities available-for-sale			12				37,597				603								84				120,985				30,633
Securities held-to-maturity:
U.S. Treasury securities			—				—				—				—	%			1				4,727				275				5.5	%
U.S. government guaranteed obligations			1				1,061				3				0.3				—				—				—				—
Government-sponsored mortgage-backed securities			4				9,187				127				1.4				37				148,992				39,038				20.8
Total securities held-to-maturity			5				10,248				130								38				153,719				39,313
Total securities			17			$	47,845			$	733								122			$	274,704			$	69,946

The Company expects to recover its amortized cost basis on all securities in its available-for-sale and held-to-maturity portfolios. Furthermore, the Company does not intend to sell, nor does it anticipate that it will be required to sell any of its securities in an unrealized loss position as of September 30, 2025, prior to this anticipated recovery. The decline in fair value on its available-for-sale and held-to-maturity portfolios is largely due to changes in interest rates and other market conditions and not due to credit quality issues. The issuers continue to make timely principal and interest payments on the securities and the fair value is expected to recover as the securities approach maturity. The Company’s ability and intent to hold these securities until recovery is supported by the Company’s stable capital and liquidity positions as well as its historically low portfolio turnover. The following description provides the number of investment positions in an unrealized loss position:

At September 30, 2025, the Company reported gross unrealized losses on the securities available-for-sale portfolio of $ 24.7 million, or 12.1 % of the amortized cost basis of the securities available-for-sale, compared to gross unrealized losses on the securities available-for-sale portfolio of $ 31.2 million, or 16.3 % of the amortized cost basis of the securities available-for-sale at December 31, 2024. At September 30, 2025, there were 93 securities available-for-sale in which the fair value was less than the amortized cost, compared to 96 securities available-for-sale at December 31, 2024.

At September 30, 2025, the Company reported gross unrealized losses on the securities held-to-maturity portfolio of $ 32.0 million, or 16.6 %, of the amortized cost basis of the securities held-to-maturity portfolio, compared to $ 39.4 million, or 19.2 %, of the amortized cost basis of the securities held-to-maturity portfolio at December 31, 2024. At September 30, 2025, there were 38 securities held-to-maturity in which the fair value was less than the amortized cost, compared to 43 securities held-to-maturity at December 31, 2024.

5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following table presents the summary of the loan portfolio by the major classification of the loan at the periods indicated:

		September 30,				December 31,
		2025				2024
		(Dollars in thousands)
Commercial real estate:
Non-owner occupied		$	877,871			$	880,828
Owner occupied			200,229				194,904
Total commercial real estate			1,078,100				1,075,732
Residential real estate:
Residential one-to-four family			695,844				653,802
Home equity			132,132				121,857
Total residential real estate			827,976				775,659
Commercial and industrial			218,951				211,656
Consumer			3,226				4,391
Total loans			2,128,253				2,067,438
Plus: Unearned premiums and deferred loan fees and costs, net			3,055				2,751
Less: Allowance for credit losses			( 20,542	)			( 19,529	)
Net loans		$	2,110,766			$	2,050,660

Lending activities primarily consist of commercial real estate loans, commercial and industrial loans, residential real estate loans, and to a lesser degree, consumer loans.

Loans Pledged as Collateral.

At September 30, 2025 and December 31, 2024, the carrying value of eligible loans pledged as collateral to support borrowing capacity at the FHLB was $ 921.6 million and $ 906.0 million, respectively. The outstanding balance of FHLB advances was $ 98.0 million at September 30, 2025 and at December 31, 2024, respectively.

At September 30, 2025 and December 31, 2024, the carrying value of eligible loans pledged as collateral to support borrowing capacity with the Federal Reserve Bank Discount Window (“FRB Discount Window”) was $ 328.1 million and $ 377.0 million, respectively, with no outstanding borrowings at September 30, 2025 and at December 31, 2024.

Loans Serviced for Others.

The Company has transferred a portion of its originated commercial loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in our accompanying consolidated balance sheets. We continue to service the loans on behalf of the participating lenders. We share with participating lenders, on a pro-rata basis, any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. At September 30, 2025 and December 31, 2024, the Company was servicing commercial loans participated out to various other institutions totaling $ 67.4 million and $ 65.3 million, respectively.

Residential real estate mortgages are originated by the Company both for its portfolio and for sale into the secondary market. The Company may sell its loans to institutional investors such as the FHLMC. Under loan sale and servicing agreements with the investor, the Company generally continues to service the residential real estate mortgages. The Company pays the investor an agreed upon rate on the loan, which is less than the interest rate received from the borrower. The Company retains the difference as a fee for servicing the residential real estate mortgages. The Company capitalizes mortgage servicing rights at their fair value upon sale of the related loans, amortizes the asset over the estimated life of the serviced loan, and periodically assesses the asset for impairment. The significant assumptions used by a third party to estimate the fair value of capitalized servicing rights at September 30, 2025, include weighted average prepayment speed for the portfolio using the Public Securities Association Standard Prepayment Model ( 178 PSA), average internal rate of return ( 10.01 %), weighted average servicing fee ( 0.25 %), and average cost to service loans ($ 83.16 per loan). The estimated fair value of capitalized servicing rights may vary significantly in subsequent periods primarily due to changing market interest rates, and their effect on prepayment speeds and discount rates.

14

At September 30, 2025 and December 31, 2024, the Company was servicing residential mortgage loans owned by investors totaling $ 80.0 million and $ 84.8 million, respectively. Servicing fee income of $ 154,000 and $ 249,000 was recorded for the nine months ended September 30, 2025 and 2024, respectively, and is included in service charges and fees on the consolidated statements of net income.

A summary of the activity in the balances of mortgage servicing rights follows:

		Three Months Ended								Nine Months Ended
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
		(Dollars in thousands)
Balance at the beginning of period:		$	377			$	377			$	436			$	422
Capitalized mortgage servicing rights			—				114				—				114
Amortization			( 30	)			( 25	)			( 89	)			( 70	)
Balance at the end of period		$	347			$	466			$	347			$	466
Fair value at the end of period		$	712			$	744			$	712			$	744

Loans are recorded at the principal amount outstanding, adjusted for charge-offs, unearned premiums and deferred loan fees and costs. Interest on loans is calculated using the effective yield method on daily balances of the principal amount outstanding and is credited to income on the accrual basis to the extent it is deemed collectable. Our general policy is to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more based on the contractual terms of the loan, or earlier if there are concerns regarding the collectability of the loan. Any unpaid amounts previously accrued on these loans are reversed from income. Subsequent cash receipts are applied to the outstanding principal balance or to interest income if, in the judgment of management, collection of the principal balance is not in question. Loans are returned to accrual status when they become current as to both principal and interest and perform in accordance with contractual terms for a period of at least six months, reducing the concern as to the collectability of principal and interest. Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income over the estimated average lives of the related loans.

Allowance for Credit Losses (“ACL”).

The allowance for credit losses is an estimate of expected losses inherent within the Company's existing loans held for investment portfolio. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheet, is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable on loans held for investment was $ 7.7 million at September 30, 2025 and $ 7.4 million at December 31, 2024 and is excluded from the estimate of credit losses.

The loan loss estimation process involves procedures to appropriately consider the unique characteristics of loan portfolio segments, which consist of commercial real estate loans, residential real estate loans, commercial and industrial loans, and consumer loans. These segments are further disaggregated into loan classes, the level at which credit risk is monitored. For each of these pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The quantitative component of the ACL on loans is model-based and utilizes a forward-looking macroeconomic forecast. For commercial real estate loans, residential real estate loans, and commercial and industrial loans, the Company uses a discounted cash flow method, incorporating probability of default and loss given default forecasted based on statistically derived economic variable loss drivers, to estimate expected credit losses. This process includes estimates which involve modeling loss projections attributable to existing loan balances, and considering historical experience, current conditions, and future expectations for pools of loans over a reasonable and supportable forecast period. The historical information either experienced by the Company or by a selection of peer banks, when appropriate, is derived from a combination of recessionary and non-recessionary performance periods for which data is available. The expected loss estimates for the consumer loan segment are based on historical loss rates using the weighted average remaining maturity (“WARM”) method.

15

Commercial real estate loans . Loans in this segment include owner occupied and non-owner occupied commercial real estate, multi-family dwellings, and income producing investment properties, as well as commercial construction loans for commercial development projects throughout New England. Typically, commercial real estate loans are secured by office buildings, apartment buildings, industrial properties, warehouses, retail facilities, hotels, assisted living facilities, and educational facilities. Collateral values are established by independent third-party appraisals and evaluations. Primary repayment sources for commercial real estate loans include operating income and cash flow generated by the real estate, sale of the real estate and, funds from any liquidation of the collateral. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity. The underlying cash flows generated by the properties or operations can be adversely impacted by a downturn in the economy due to increased vacancy rates or diminished cash flows, which in turn, would have an effect on the credit quality in this segment. The Company’s management (“Management”) obtains financial information annually and continually monitors the cash flows of these loans.

Residential real estate loans . This portfolio segment consists of first mortgages secured by one-to-four family residential properties and home equity loans and home equity lines secured by first or second mortgage on one-to-four family owner occupied properties. First mortgages may be underwritten to a maximum loan-to-value of 97 % for owner occupied homes, 90 % for second homes and 85 % for investment properties. Mortgages with loan-to-values greater than 80 % require private mortgage insurance. We do not grant subprime loans. Home equity loans and lines are underwritten to a maximum combined loan-to-value of 85 % of the appraised value of the property. Underwriting approval is dependent on review of the borrower’s ability to repay principal and interest on a monthly basis, credit history, financial resources and the value of the collateral. Residential real estate loans are originated either for sale to investors or retained in the Company’s loan portfolio. Decisions about whether to sell or retain residential real estate loans are made based on the interest rate, pricing for loans in the secondary market, and the Company’s liquidity and capital needs. The overall health of the economy, including unemployment rates and housing pricing, will have an effect on the credit quality in this segment.

Commercial and industrial loans . The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results and cash flows consistent with those projected at loan origination. Collateral frequently consists of a first lien position on business assets including, but not limited to, accounts receivable, inventory, and equipment. The primary repayment source is operating cash flow, followed by liquidation of assets. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity. A weakened economy and resultant decreased consumer spending will have an effect on the credit quality in this segment.

Consumer loans . Loans in this segment are both secured and unsecured and repayment is dependent on the credit quality of the individual borrower.

Allowance for Credit Losses Methodology

In estimating the component of the allowance for credit losses for loans that share similar risk characteristics with other loans, such loans are segregated into loan classes. Loans are designated into loan classes based on loans pooled by product types and similar risk characteristics or areas of risk concentration. In determining the allowance for credit losses, we derive an estimated credit loss assumption from a model that categorizes loan pools based on loan type and purpose.

The discounted cash flow (“DCF”) model calculates an expected loss percentage for each loan class by considering the probability of default, using life-of-loan analysis periods for the commercial and industrial, commercial real estate, residential real estate loan segments, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan class. The expected loss estimates for the consumer loan segment are based on historical loss rates using the remaining life method. The default and severity factors used to calculate the allowance for credit losses for loans that share similar risk characteristics with other loans are adjusted for differences between the historical period used to calculate historical default and loss severity rates and expected conditions over the remaining lives of the loans in the portfolio related to: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio; (3) the nature and volume of the loan portfolio including the terms of the loans; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due and adversely classified loans and the volume of nonaccrual loans; (6) the quality of our loan review system and (7) the value of underlying collateral for collateralized loans. Additional factors include the existence and effect of any concentrations of credit, and changes in the level of such concentrations and the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio. Such factors are used to adjust the historical probabilities of default and severity of loss so that they reflect management expectation of future conditions based on a reasonable and supportable forecast. The Company uses regression analysis of historical internal and peer data to determine which variables are best suited to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines how the expected probability of default and loss given default will react to forecasted levels of the economic variables.

16

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over four quarters on a straight-line basis. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

The Company uses a WARM method to estimate the ACL for the consumer loan segment. Under this method, the historical average annual charge-off rate is applied to the weighted average remaining maturity of the loan portfolio, currently calculated at 2.5 years. This calculation is adjusted based on additional factors that include (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio; (3) the nature and volume of the loan portfolio including the terms of the loans; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due and adversely classified loans and the volume of nonaccrual loans; (6) the quality of our loan review system and (7) the value of underlying collateral for collateralized loans.

Individually evaluated financial assets

For a loan that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans, we recognize expected credit loss equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge-offs and deferred loan fees and costs), except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral.

Allowance for credit losses on off-balance sheet credit exposures, including unfunded loan commitments

The Company maintains a separate allowance for credit losses from off-balance-sheet credit exposures, including unfunded loan commitments, which is included in other liabilities on the balance sheet. Management estimates the amount of expected losses by calculating a commitment usage factor over the contractual period for exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the ACL methodology to the results of the usage calculation to estimate the liability for credit losses related to unfunded commitments for each loan type. No credit loss estimate is reported for outstanding off-balance-sheet credit exposures that are unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as credit loss expense. Categories of off-balance sheet credit exposures correspond to the loan portfolio segments described above. Management evaluates the need for a reserve on unfunded loan commitments in a manner consistent with loans held for investment.

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An analysis of changes in the allowance for credit losses by segment for the three and nine months ended September 30, 2025 and September 30, 2024 is as follows:

		Commercial Real Estate				Residential Real Estate				Commercial and Industrial				Consumer				Unallocated				Total
		(Dollars in thousands)
Allowance for credit losses for loans
Balance at June 30, 2025		$	13,504			$	3,370			$	2,683			$	176			$	—			$	19,733
Provision for (reversal of) credit losses			487				741				( 385	)			9				—				852
Charge-offs			—				( 23	)			—				( 58	)			—				( 81	)
Recoveries			—				3				—				35				—				38
Balance at September 30, 2025		$	13,991			$	4,091			$	2,298			$	162			$	—			$	20,542
Balance at June 30, 2024		$	14,331			$	2,444			$	2,552			$	117			$	—			$	19,444
Provision for (reversal of) credit losses			( 65	)			733				( 208	)			149				—				609
Charge-offs			( 46	)			( 158	)			—				( 65	)			—				( 269	)
Recoveries			—				19				123				29				—				171
Balance at September 30, 2024		$	14,220			$	3,038			$	2,467			$	230			$	—			$	19,955
Allowance for credit losses for off-balance sheet exposures
Balance at June 30, 2025		$	320			$	274			$	42			$	—			$	—			$	636
Provision for (reversal of) credit losses			416				37				( 12	)			—				—				441
Balance at September 30, 2025		$	736			$	311			$	30			$	—			$	—			$	1,077
Balance at June 30, 2024		$	361			$	225			$	47			$	—			$	—			$	633
Reversal of credit losses			283				44				5				—				—				332
Balance at September 30, 2024		$	644			$	269			$	52			$	—			$	—			$	965

		Commercial Real Estate				Residential Real Estate				Commercial and Industrial				Consumer				Unallocated				Total
		(Dollars in thousands)
Allowance for credit losses for loans
Balance at December 31, 2024		$	13,677			$	3,156			$	2,477			$	219			$	—			$	19,529
Provision for (reversal of) for credit losses			293				969				( 789	)			27				—				500
Charge-offs			( 4	)			( 48	)			—				( 173	)			—				( 225	)
Recoveries			25				14				610				89				—				738
Balance at September 30, 2025		$	13,991			$	4,091			$	2,298			$	162			$	—			$	20,542
Balance at December 31, 2023		$	15,141			$	2,548			$	2,537			$	41			$	—			$	20,267
Provision for (reversal of) credit losses			( 903	)			624				( 275	)			283				—				( 271	)
Charge-offs			( 46	)			( 165	)			( 1	)			( 174	)			—				( 386	)
Recoveries			28				31				206				80				—				345
Balance at September 30, 2024		$	14,220			$	3,038			$	2,467			$	230			$	—			$	19,955

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		Commercial Real Estate				Residential Real Estate				Commercial and Industrial				Consumer				Unallocated				Total
		(Dollars in thousands)
Allowance for credit losses for off-balance sheet exposures
Balance at December 31, 2024		$	456			$	256			$	45			$	—			$	—			$	757
Provision for (reversal of) credit losses			280				55				( 15	)			—				—				320
Balance at September 30, 2025		$	736			$	311			$	30			$	—			$	—			$	1,077
Balance at December 31, 2023		$	375			$	163			$	59			$	—			$	—			$	597
Provision for (reversal of) credit losses			269				106				( 7	)			—				—				368
Balance at September 30, 2024		$	644			$	269			$	52			$	—			$	—			$	965

During the nine months ended September 30, 2025, the Company recorded a provision for credit losses of $ 820,000 , compared to a provision for credit losses of $ 97,000 during the nine months ended September 30, 2024. The $ 723,000 increase in the provision for credit losses was primarily due to an increase in unfunded commitments, changes in the loan mix and a slight deterioration in the macroeconomic environment.

The Company recorded net recoveries of $ 513,000 for the nine months ended September 30, 2025, as compared to net charge-offs of $ 41,000 for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Company recorded a recovery of $ 624,000 on a previously charged-off commercial relationship acquired on October 21, 2016 from Chicopee Bancorp, Inc. As of June 30, 2025, the relationship has been paid in full.

The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve Bank’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, tariffs, inflation and concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment.

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Past Due Loans.

The following tables present an age analysis of past due loans as of the dates indicated:

		30 – 59 Days Past Due				60 – 89 Days Past Due				90 Days or  More Past Due				Total Past Due Loans				Total Current Loans				Total Loans				Nonaccrual Loans
		(Dollars in thousands)
September 30, 2025
Commercial real estate:
Non-owner occupied		$	145			$	—			$	—			$	145			$	877,726			$	877,871			$	144
Owner occupied			—				—				—				—				200,229				200,229				299
Total			145				—				—				145				1,077,955				1,078,100				443
Residential real estate:
Residential one-to-four family			2,727				—				1,082				3,809				692,035				695,844				4,234
Home equity			39				166				342				547				131,585				132,132				435
Total			2,766				166				1,424				4,356				823,620				827,976				4,669
Commercial and industrial			24				—				1				25				218,926				218,951				537
Consumer			2				20				—				22				3,204				3,226				—
Total loans		$	2,937			$	186			$	1,425			$	4,548			$	2,123,705			$	2,128,253			$	5,649

		30 – 59 Days Past Due				60 – 89 Days Past Due				90 Days or More Past Due				Total Past Due Loans				Total Current Loans				Total Loans				Nonaccrual Loans
		(Dollars in thousands)
December 31, 2024
Commercial real estate:
Non-owner occupied		$	285			$	—			$	—			$	285			$	880,543			$	880,828			$	—
Owner occupied			—				—				—				—				194,904				194,904				330
Total			285				—				—				285				1,075,447				1,075,732				330
Residential real estate:
Residential one-to-four family			1,747				569				983				3,299				650,503				653,802				3,965
Home equity			810				213				317				1,340				120,517				121,857				408
Total			2,557				782				1,300				4,639				771,020				775,659				4,373
Commercial and industrial			60				—				1				61				211,595				211,656				673
Consumer			10				—				—				10				4,381				4,391				5
Total loans		$	2,912			$	782			$	1,301			$	4,995			$	2,062,443			$	2,067,438			$	5,381

At September 30, 2025 and December 31, 2024, total past due loans totaled $ 4.5 million, or 0.21 % of total loans, and $ 5.0 million, or 0.24 % of total loans, respectively.

Nonaccrual Loans.

Accrual of interest on loans is generally discontinued when contractual payment of principal or interest becomes past due 90 days or, if in management's judgment, reasonable doubt exists as to the full timely collection of interest. Exceptions may be made if the loan has matured and is in the process of renewal or is well-secured and in the process of collection. When a loan is placed on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current interest income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record of at least six consecutive months of performance has been achieved.

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The following table is a summary of the Company’s nonaccrual loans by major categories at September 30, 2025 and December 31, 2024:

		As of September 30, 2025												For the Three Months Ended September 30, 2025				For the Nine Months Ended September 30, 2025
		Nonaccrual Loans with Allowance for Credit Loss				Nonaccrual Loans Without Allowance for Credit Loss				Total Nonaccrual Loans				Accrued Interest Receivable Reversed from Income
		(Dollars in thousands)
Commercial real estate:
Non-owner occupied		$	—			$	144			$	144			$	2			$	6
Owner occupied			—				299				299				5				13
Total			—				443				443				7				19
Residential real estate:
Residential one-to-four family			—				4,234				4,234				62				156
Home equity			—				435				435				11				32
Total							4,669				4,669				73				188
Commercial and industrial			—				537				537				17				46
Consumer			—				—				—				—				—
Total loans		$	—			$	5,649			$	5,649			$	97			$	253

		As of December 31, 2024												For the Three Months Ended September 30, 2024				For the Nine Months Ended September 30, 2024
		Nonaccrual Loans with Allowance for Credit Loss				Nonaccrual Loans Without Allowance for Credit Loss				Total Nonaccrual Loans				Accrued Interest Receivable Reversed from Income
		(Dollars in thousands)
Commercial real estate:
Non-owner occupied		$	—			$	—			$	—			$	8			$	26
Owner occupied			—				330				330				—				—
Total			—				330				330				8				26
Residential real estate:
Residential one-to-four family			—				3,965				3,965				57				145
Home equity			—				408				408				11				22
Total							4,373				4,373				68				167
Commercial and industrial			—				673				673				39				117
Consumer			—				5				5				—				—
Total loans		$	—			$	5,381			$	5,381			$	115			$	310

At September 30, 2025 and December 31, 2024, nonaccrual loans totaled $ 5.6 million, or 0.27 % of total loans and $ 5.4 million, or 0.26 % of total loans, respectively. The Company did not recognize any interest income on nonaccrual loans for the nine months ended September 30, 2025 and 2024. At September 30, 2025 and December 31, 2024, there were no commitments to lend additional funds to any borrower on nonaccrual status. At September 30, 2025 and December 31, 2024, there were no loans 90 or more days past due and still accruing interest. There was no other real estate owned at September 30, 2025 or December 31, 2024.

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Individually Evaluated Collateral Dependent Loans.

Loans that do not share similar risk characteristics with loans that are pooled into portfolio segments are individually evaluated. A loan is considered collateral dependent when, based on current information and events, the borrower is experiencing financial difficulty and repayment, both principal and interest, is expected to be provided substantially through the operation or sale of the collateral. Loans that are rated Substandard, have a loan-to-value above 85 % or have demonstrated a specific weakness (e.g., slow payment history, industry weakness, or other clear credit deterioration) may be considered for individual evaluation if they are determined not to share similar risk characteristics within the segment. Individually evaluated assets will be measured primarily using the collateral dependent financial asset practical expedient, although the discounted cash flow method may be used when management deems it more appropriate or collateral values cannot be supported. For individually evaluated assets, an ACL is determined separately for each financial asset. At September 30, 2025, the Company had $ 1.1 million in individually evaluated commercial loans, collateralized by business assets, and $ 5.3 million in individually evaluated real estate loans, collateralized by real estate property.

The following table summarizes the Company’s individually evaluated collateral dependent loans by class as of the dates indicated:

		As of September 30, 2025
		Recorded Investment				Related Allowance
		(Dollars in thousands)
With no related allowance recorded:
Commercial real estate:
Non-owner occupied		$	320			$	—
Owner occupied			345				—
Total			665				—
Residential real estate:
Residential one-to-four family			4,234				—
Home equity			435				—
Total			4,669
Commercial and industrial			585				—
Consumer			—				—
Loans with no related allowance recorded		$	5,919			$	—
With an allowance recorded:
Commercial real estate:
Non-owner occupied		$	—			$	—
Owner occupied			—				—
Total			—				—
Residential real estate:
Residential one-to-four family			—				—
Home equity			—				—
Total			—				—
Commercial and industrial			471				133
Consumer			—				—
Loans with an allowance recorded		$	471			$	133
Total individually evaluated loans		$	6,390			$	133

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		As of December 31, 2024
		Recorded Investment				Related Allowance
		(Dollars in thousands)
With no related allowance recorded:
Commercial real estate:
Non-owner occupied		$	6,956			$	—
Owner occupied			1,285				—
Total			8,241				—
Residential real estate:
Residential one-to-four family			4,333				—
Home equity			408				—
Total			4,741
Commercial and industrial			776				—
Consumer			—				—
Loans with no related allowance recorded		$	13,758			$	—
With an allowance recorded:
Commercial real estate:
Non-owner occupied		$	—			$	—
Owner occupied			—				—
Total			—				—
Residential real estate:
Residential one-to-four family			—				—
Home equity			—				—
Total			—				—
Commercial and industrial			494				156
Consumer			—				—
Loans with an allowance recorded		$	494			$	156
Total individually evaluated loans		$	14,252			$	156

Modified Loans to Borrowers Experiencing Financial Difficulty.

The Company will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss and comply with regulations regarding bankruptcy and discharge situations. Loans are designated as modified when, as part of an agreement to modify the original contractual terms of the loan as a result of financial difficulties of the borrower, the Company grants the borrower a concession on the terms that would not otherwise be considered. Typically, such concessions may consist of a reduction in interest rate to a below market rate, taking into account the credit quality of the note, extension of additional credit based on receipt of adequate collateral, or a deferment or reduction of payments (principal or interest) which materially alters the Company's position or significantly extends the note's maturity date, such that the present value of cash flows to be received is materially less than those contractually established at the loan's origination.

There were no loan modifications granted based on borrower financial difficulty during the nine months ended September 30, 2025 or for the year ended December 31, 2024. During the nine months ended September 30, 2025 and 2024, no modified loans defaulted (defined as 30 days or more past due) within 12 months of restructuring. There were no charge-offs on modified loans during the nine months ended September 30, 2025 or 2024.

Credit Quality Information.

The Company monitors the credit quality of its loan portfolio by using internal risk ratings that are based on regulatory guidance. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company utilizes an eight-grade internal loan rating system for commercial real estate and commercial and industrial loans.

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The grades assigned and definitions are as follows: loans graded excellent, above average, good are classified as “Pass” for grading purposes (risk ratings 1-4). All loans risk rated Special Mention (5), Substandard (6), Doubtful (7) and Loss (8) are listed on the Company’s criticized report and are reviewed not less than on a quarterly basis to assess the level of risk and to ensure that appropriate actions are being taken to minimize potential loss exposure. In addition, the Company closely monitors classified loans, defined as Substandard, Doubtful, and Loss for signs of deterioration to mitigate the growth in nonaccrual loans, including performing additional due diligence, updating valuations and requiring additional financial reporting from the borrower. Loans identified as containing a loss are partially charged-off or fully charged-off. Performing residential real estate, home equity and consumer loans are grouped with “Pass” rated loans. Nonaccrual residential real estate, home equity and consumer loans are risk rated as “Substandard” and individually evaluated.

Loans rated 1 – 4 : Loans rated 1-4 are classified as “Pass” and have quality metrics to support that the loan will be repaid according to the terms established and are not subject to adverse criticism as defined in regulatory guidance. Pass loans exhibit characteristics that represent acceptable risk and are not considered problem loans.

Loans rated 5 : Loans rated 5 are classified as “Special Mention” and have potential weaknesses that deserve management’s close attention. Special mention loans are currently performing but with potential weaknesses including adverse trends in borrower’s operations, credit quality, financial strength, or possible collateral deficiency. Loans in this category are currently protected based on collateral and repayment capacity and do not constitute undesirable credit risk, but have potential weakness that may result in deterioration of the repayment process at some future date. Special Mention loans do not sufficiently expose the Company to warrant adverse classification.

Loans rated 6 : Loans rated 6 are classified as “Substandard” and have an identified definitive weakness which may make full collection of contractual cash flows questionable and/or jeopardize the liquidation of the debt.

Loans rated 7 : Loans rated 7 are classified as “Doubtful” and have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation of the loan highly questionable and improbable. The possibility of some loss is extremely high, but because of specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.

Loans rated 8 : Loans rated 8 are classified a “Loss” and are considered uncollectible and are charged to the allowance for credit losses. The loss classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the asset because recovery and collection time may be affected in the future.

On an annual basis, or more often if needed, the Company formally reviews the ratings on all commercial real estate loans over $ 2 million and commercial and industrial loans over $ 1 million. On an ongoing basis, Management utilizes delinquency reports, interim customer financials, the criticized loan report and other loan reports to monitor credit quality and adjust risk ratings accordingly. In addition, at least on an annual basis, the Company contracts with an independent third-party to review the internal credit ratings assigned to loans in the commercial loan portfolio on a pre-determined schedule, based on the type, size, rating, and overall risk of the loan. During the course of its review, the third party examines a sample of loans, including new loans, existing relationships over certain dollar amounts and classified assets.

The following tables summarize the amortized cost basis by aggregate Pass and criticized categories of Special Mention and Substandard within the Company’s internal risk rating system by year of origination as of September 30, 2025 and December 31, 2024. The tables also summarize gross charge-offs by year of origination for the nine months ended September 30, 2025 and for the year ended December 31, 2024.

24

		Term Loan Origination by Year																								Revolving Loans
		Year-to-Date September 30, 2025				2024				2023				2022				2021				Prior				Revolving Loans				Revolving Loans Converted to Term Loans				Total
		(Dollars in thousands)
Commercial Real Estate:
Pass (Rated 1- 4)		$	52,422			$	46,724			$	50,514			$	186,708			$	226,783			$	423,515			$	67,713			$	2,046			$	1,056,425
Special Mention (Rated 5)			—				—				—				—				—				11,809				—				—				11,809
Substandard (Rated 6)			—				—				—				—				—				9,866				—				—				9,866
Total commercial real estate loans		$	52,422			$	46,724			$	50,514			$	186,708			$	226,783			$	445,190			$	67,713			$	2,046			$	1,078,100
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	4			$	—			$	—			$	4
Payment Performance:
Performing		$	52,422			$	46,724			$	50,514			$	186,708			$	226,783			$	444,747			$	67,713			$	2,046			$	1,077,657
Nonaccrual			—				—				—				—				—				443				—				—				443
Residential One-to-Four Family:
Pass		$	73,910			$	83,730			$	56,695			$	84,166			$	83,096			$	300,309			$	9,168			$	—			$	691,074
Substandard			—				—				185				371				668				3,546				—				—				4,770
Total residential one-to-four family		$	73,910			$	83,730			$	56,880			$	84,537			$	83,764			$	303,855			$	9,168			$	—			$	695,844
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	21			$	—			$	—			$	21
Payment Performance:
Performing		$	73,910			$	83,730			$	56,695			$	84,166			$	83,096			$	300,845			$	9,168			$	—			$	691,610
Nonaccrual			—				—				185				371				668				3,010				—				—				4,234
Home Equity:
Pass		$	7,014			$	7,698			$	7,008			$	7,273			$	4,997			$	14,015			$	80,697			$	2,995			$	131,697
Substandard			—				11				82				—				—				—				248				94				435
Total home equity loans		$	7,014			$	7,709			$	7,090			$	7,273			$	4,997			$	14,015			$	80,945			$	3,089			$	132,132
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	24			$	3			$	27
Payment Performance:
Performing		$	7,014			$	7,698			$	7,008			$	7,273			$	4,997			$	14,015			$	80,697			$	2,995			$	131,697
Nonaccrual			—				11				82				—				—				—				248				94				435

25

		Term Loans Originated by Year																								Revolving Loans
		Year-to-Date September 30, 2025				2024				2023				2022				2021				Prior				Revolving Loans				Revolving Loans Converted to Term Loans				Total
		(Dollars in thousands)
Commercial and Industrial:
Pass (Rated 1- 4)		$	12,969			$	35,137			$	12,415			$	24,144			$	23,271			$	32,180			$	65,635			$	58			$	205,809
Special Mention (Rated 5)			—				—				21				—				88				27				1,035				—				1,171
Substandard (Rated 6)			—				—				5,448				542				—				1,110				4,871				—				11,971
Total commercial and industrial loans		$	12,969			$	35,137			$	17,884			$	24,686			$	23,359			$	33,317			$	71,541			$	58			$	218,951
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Payment Performance:
Performing		$	12,969			$	35,137			$	17,852			$	24,686			$	23,359			$	32,923			$	71,430			$	58			$	218,414
Nonaccrual			—				—				32				—				—				394				111				—				537
Consumer:
Pass		$	331			$	551			$	891			$	417			$	97			$	105			$	834			$	—			$	3,226
Substandard			—				—				—				—				—				—				—				—				—
Total consumer loans		$	331			$	551			$	891			$	417			$	97			$	105			$	834			$	—			$	3,226
Current period gross charge-offs		$	99			$	—			$	—			$	—			$	—			$	6			$	—			$	68			$	173
Payment Performance:
Performing		$	331			$	551			$	891			$	417			$	97			$	105			$	834			$	—			$	3,226
Nonaccrual			—				—				—				—				—				—				—				—				—

26

		As of and Year Ended December 31, 2024
		Term Loan Origination by Year																								Revolving Loans
		2024				2023				2022				2021				2020				Prior				Revolving Loans				Revolving Loans Converted to Term Loans				Total
		(Dollars in thousands)
Commercial Real Estate:
Pass (Rated 1- 4)		$	51,726			$	46,105			$	175,159			$	237,531			$	108,165			$	348,564			$	84,083			$	3,391			$	1,054,724
Special Mention (Rated 5)			—				—				—				—				—				10,104				134				—				10,238
Substandard (Rated 6)			—				—				—				—				8,166				2,604				—				—				10,770
Total commercial real estate loans		$	51,726			$	46,105			$	175,159			$	237,531			$	116,331			$	361,272			$	84,217			$	3,391			$	1,075,732
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	46			$	—			$	—			$	46
Payment Performance:
Performing		$	51,726			$	46,105			$	175,159			$	237,531			$	116,331			$	360,942			$	84,217			$	3,391			$	1,075,402
Nonaccrual			—				—				—				—				—				330				—				—				330
Residential One-to-Four Family:
Pass		$	79,180			$	60,825			$	87,635			$	88,761			$	119,302			$	205,620			$	7,821			$	—			$	649,144
Substandard			—				—				425				355				380				3,498				—				—				4,658
Total residential one-to-four family		$	79,180			$	60,825			$	88,060			$	89,116			$	119,682			$	209,118			$	7,821			$	—			$	653,802
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	59			$	—			$	—			$	59
Payment Performance:
Performing		$	79,180			$	60,825			$	87,635			$	88,761			$	119,302			$	206,313			$	7,821			$	—			$	649,837
Nonaccrual			—				—				425				355				380				2,805				—				—				3,965
Home Equity:
Pass		$	9,509			$	8,699			$	9,196			$	5,801			$	6,264			$	9,998			$	68,920			$	3,062			$	121,449
Substandard			13				—				70				—				—				—				317				8				408
Total home equity loans		$	9,522			$	8,699			$	9,266			$	5,801			$	6,264			$	9,998			$	69,237			$	3,070			$	121,857
Current period gross charge-offs		$	—			$	—			$	20			$	—			$	—			$	7			$	—			$	99			$	126
Payment Performance:
Performing		$	9,509			$	8,699			$	9,196			$	5,801			$	6,264			$	9,998			$	68,920			$	3,062			$	121,449
Nonaccrual			13				—				70				—				—				—				317				8				408

27

		As of and Year Ended December 31, 2024
		Term Loans Originated by Year																								Revolving Loans
		2024				2023				2022				2021				2020				Prior				Revolving Loans				Revolving Loans Converted to Term Loans				Total
		(Dollars in thousands)
Commercial and Industrial:
Pass (Rated 1- 4)		$	29,346			$	19,096			$	27,609			$	27,371			$	14,859			$	22,117			$	58,852			$	64			$	199,314
Special Mention (Rated 5)			—				25				590				125				—				328				99				—				1,167
Substandard (Rated 6)			—				5,872				—				—				376				1,547				3,380				—				11,175
Total commercial and industrial loans		$	29,346			$	24,993			$	28,199			$	27,496			$	15,235			$	23,992			$	62,331			$	64			$	211,656
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	56			$	—			$	9			$	65
Payment Performance:
Performing		$	29,346			$	24,993			$	28,199			$	27,496			$	15,235			$	23,468			$	62,182			$	64			$	210,983
Nonaccrual			—				—				—				—				—				524				149				—				673
Consumer:
Pass		$	839			$	1,421			$	842			$	271			$	45			$	145			$	823			$	—			$	4,386
Substandard			—				—				—				—				—				5				—				—				5
Total consumer loans		$	839			$	1,421			$	842			$	271			$	45			$	150			$	823			$	—			$	4,391
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	228			$	228
Payment Performance:
Performing		$	839			$	1,421			$	842			$	271			$	45			$	145			$	823			$	—			$	4,386
Nonaccrual			—				—				—				—				—				5				—				—				5

28

The following table summarizes information about total loans rated Special Mention, Substandard, Doubtful or Loss for the periods noted.

		September 30, 2025				December 31, 2024
		(Dollar in thousands)
Criticized loans:
Special Mention		$	12,980			$	11,405
Substandard			27,042				27,016
Total criticized loans		$	40,022			$	38,421
Total criticized loans as a percentage of total loans			1.9	%			1.9	%

At September 30, 2025 and December 31, 2024, the Company did not have any loans rated Doubtful or Loss.

6. GOODWILL AND OTHER INTANGIBLES

Goodwill

At September 30, 2025 and December 31, 2024, the carrying value of the Company’s goodwill was $ 12.5 million. Goodwill is measured as the excess of the cost of a business combination over the sum of the amounts assigned to identifiable assets acquired less liabilities assumed. Goodwill is not amortized but rather assessed for impairment annually or more frequently if circumstances warrant. Management has the option of first assessing qualitative factors, such as events and circumstances, to determine whether it is more likely than not, meaning a likelihood of more than 50%, the value of a reporting unit is less than its carrying amount. If, after considering all relevant events and circumstances, management determines it is not more likely than not the fair value of a reporting unit is less than its carrying amount, then performing an impairment test is unnecessary. At September 30, 2025 and December 31, 2024, the Company’s goodwill was related to the acquisition of Chicopee Bancorp, Inc. in October 2016. For the nine months ended September 30, 2025, management determined that it was not more likely than not the fair value of the reporting unit was less than its carrying amount. If management had determined otherwise, a fair value analysis would have been completed to determine the impairment and necessary write-down of goodwill.

Core Deposit Intangibles

In connection with the acquisition of Chicopee Bancorp, Inc., the Company recorded a core deposit intangible of $ 4.5 million, which is being amortized over twelve years using the straight-line method. Amortization expense was $ 282,000 for the nine months ended September 30, 2025 and 2024. At September 30, 2025, future amortization of the core deposit intangible totaled $ 375,000 for each of the next three years and $ 31,000 thereafter.

7. SHARE-BASED COMPENSATION

Restricted Stock Awards.

In May 2021, the Company’s shareholders approved the 2021 Omnibus Incentive Plan, a share-based compensation plan (the “2021 Omnibus Plan”). Under the 2021 Omnibus Plan, up to 700,000 shares of the Company’s common stock were reserved for grants of stock awards, including stock options and restricted stock, which may be granted to any officer, key employee or non-employee director of the Company. Any shares that are not issued because vesting requirements are not met will be available for future issuance under the 2021 Omnibus Plan.

On an annual basis, the Compensation Committee (the “Committee”) approves long-term incentive awards out of the 2021 Omnibus Plan, whereby shares will be granted to eligible participants of the Company that are nominated by the Chief Executive Officer and approved by the Committee, with vesting over a three-year term for employees and a one-year term for directors. Annual employee grants provide for a periodic award that is both performance and time-based and is designed to recognize the executive’s responsibilities, reward performance and leadership and as a retention tool. The objective of the award is to align compensation for the named executive officers and directors over a multi-year period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term financial strength, shareholder value and relative shareholder return.

29

2022 Long-Term Incentive Plan.

In March 2022, the Committee granted 119,376 shares under the 2022 Long-Term LTI Plan (the “2022 LTI Plan”). Of the 119,376 shares granted, 59,688 shares, or 50 % of the shares granted, were time-based restricted shares that are scheduled to vest ratably over a three-year period. The remaining 59,688 shares, or 50 % of the shares granted, were performance-based restricted shares that are subject to the achievement of the 2022 LTI Plan performance metrics.

The Committee selected Return on Equity (“ROE”) and Three-Year Cumulative Diluted Earnings per Share (“EPS”) as the primary performance metrics for the 2022 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned.

The Threshold, Target and Stretch metrics under the 2022 LTI Plan are as follows:

			ROE Metrics
Performance Period Ending			Threshold				Target				Stretch				Actual
December 31, 2022			7.79	%			8.20	%			8.61	%			11.85	%
December 31, 2023			7.93	%			8.35	%			8.77	%			6.47	%
December 31, 2024			8.03	%			8.45	%			8.87	%			4.93	%
			EPS Metrics
Performance Perid Ending			Threshold				Target				Stretch				Actual
Three-Year Cumulative Diluted EPS		$	2.35			$	2.61			$	2.85			$	2.44

At December 31, 2024, the three-year performance period for the 2022 LTI Plan ended. Of the 59,688 performance-based shares granted in 2022, based on achieving 58.7 % of target, 31,460 performance-based shares vested on March 7, 2025, and were eligible to be issued to recipients.

2022 Annual Equity Retainer.

In March 2022, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 1,975 time-based restricted shares of WNEB common stock. In total, 17,775 shares were granted and fully vested on December 31, 2022.

2023 Long-Term Incentive Plan.

In March 2023, the Committee granted 120,998 shares under the 2023 Long-Term LTI Plan (the “2023 LTI Plan”). Of the 120,998 shares granted, 60,499 shares, or 50 % of the shares granted, were time-based restricted shares and vest ratably over a three-year period. The remaining 60,499 shares, or 50 % of the shares granted, were performance-based restricted shares that are subject to the achievement of the 2023 LTI Plan performance metrics.

The Committee selected ROE and EPS as the primary performance metrics for the 2023 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned.

30

The Threshold, Target and Stretch metrics under the 2023 LTI Plan are as follows:

			ROE Metrics
Performance Period Ending			Threshold				Target				Stretch
December 31, 2023			8.00	%			8.45	%			8.85	%
December 31, 2024			8.75	%			9.25	%			9.75	%
December 31, 2025			9.00	%			9.50	%			10.00	%

			EPS Metrics
Performance Period Ending			Threshold				Target				Stretch
Three-Year Cumulative Diluted EPS		$	2.39			$	2.65			$	2.89

2023 Annual Equity Retainer.

In March 2023, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 2,022 time-based restricted shares of WNEB common stock. In total, 18,198 shares were granted and fully vested on December 31, 2023.

2024 Long-Term Incentive Plan.

In March 2024, the Committee granted 146,422 shares under the 2024 Long-Term LTI Plan (the “2024 LTI Plan”). Of the 146,422 shares granted, 73,211 shares, or 50 % of the shares granted, were time-based restricted shares that are scheduled to vest ratably over a three-year period. The remaining 73,211 shares, or 50 % of the share granted, were performance-based restricted shares that are subject to the achievement of the 2024 LTI Plan performance metrics.

The Committee selected ROE and EPS as the primary performance metrics for the 2024 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned.

The Threshold, Target and Stretch metrics under the 2024 LTI Plan are as follows:

			ROE Metrics
Performance Period Ending			Threshold				Target				Stretch
December 31, 2024			5.05	%			5.61	%			6.17	%
December 31, 2025			6.18	%			6.86	%			7.55	%
December 31, 2026			7.30	%			8.11	%			8.92	%

		EPS Metrics
Performance Period Ending			Threshold				Target				Stretch
Three-Year Cumulative Diluted EPS		$	2.25			$	2.50			$	2.75

2024 Annual Equity Retainer.

In March 2024, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 2,384 time-based restricted shares of WNEB common stock. In total, 21,456 shares were granted and there were 19,072 shares that fully vested on December 31, 2024.

2025 Long-Term Incentive Plan.

In March 2025, the Committee granted 140,384 shares under the 2025 Long-Term LTI Plan (the “2025 LTI Plan”). Of the 140,384 shares granted, 70,192 shares, or 50 % of the shares granted, were time-based restricted shares that are scheduled to vest ratably over a three-year period. The remaining 70,192 shares, or 50 % of the shares granted, were performance-based restricted shares that are subject to the achievement of the 2025 LTI Plan performance metrics.

31

The Committee selected ROE and EPS as the primary performance metrics for the 2025 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned.

The Threshold, Target and Stretch metrics under the 2025 LTI Plan are as follows:

			ROE Metrics
Performance Period Ending			Threshold				Target				Stretch
December 31, 2025			5.12	%			6.10	%			7.32	%
December 31, 2026			6.10	%			7.24	%			8.69	%
December 31, 2027			6.52	%			7.76	%			9.31	%

			EPS Metrics
Performance Period Ending			Threshold				Target				Stretch
Three-Year Cumulative Diluted EPS		$	2.10			$	2.50			$	3.00

Amended and Restated 2021 Omnibus Incentive Plan.

On May 14, 2025, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders approved the amendment and restatement of the Company’s 2021 Omnibus Plan (the “Amended and Restated Plan”) to increase the total number of shares of common stock available for issuance by 1,000,000 shares. The Amended and Restated Plan was approved by the Company’s Board of Directors on January 28, 2025, subject to shareholder approval, and became effective with such shareholder approval on May 14, 2025.

2025 Annual Equity Retainer.

In May 2025, under the Company’s Amended and Restated Plan, each non-employee director received an annual equity retainer of 2,116 time-based restricted shares of WNEB common stock. In total, 16,928 shares were granted and will become fully vested on December 31, 2025.

At September 30, 2025, there were 1,004,544 remaining shares available to grant under the Amended and Restated Plan.

A summary of the status of unvested restricted stock awards at September 30, 2025 and 2024 is presented below:

			Shares				Weighted Average Grant Date Fair Value ($)
Balance at December 31, 2024				254,732				9.01
Shares granted				126,615				9.31
Forfeited shares reissued				30,697				9.33
Shares forfeited				( 38,269	)			9.08
Shares vested				( 31,460	)			9.12
Balance at September 30, 2025				342,315				9.13

32

			Shares				Weighted Average Grant Date Fair Value ($)
Balance at December 31, 2023				220,635				9.29
Shares granted				187,049				8.38
Shares forfeited				( 2,384	)			8.39
Shares vested				( 69,376	)			8.34
Balance at September 30, 2024				335,924				8.98

We recorded total expense for restricted stock awards of $ 751,000 and $ 1.1 million for the nine months ended September 30, 2025 and 2024, respectively.

8. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

On a long-term basis, the Company intends to continue to increase its core deposits to fund loan growth. The Company also uses FHLB borrowings as part of the Company’s overall strategy to manage interest rate risk and liquidity risk. FHLB advances are secured by a blanket security agreement which requires the Company to maintain certain qualifying assets as collateral, principally certain residential real estate loans and commercial real estate loans and securities, not otherwise pledged. The maximum amount that the FHLB will advance to member institutions, including the Company, fluctuates from time to time in accordance with the policies of the FHLB. As an FHLB member, the Company is required to own capital stock of the FHLB, calculated periodically based primarily on its level of borrowings from the FHLB. Advances are made under several different credit programs with different lending standards, interest rates and range of maturities. The Company’s relationship with the FHLB is an integral component of the Company’s asset-liability management program. At September 30, 2025, the Company pledged $ 921.6 million of eligible collateral to support its borrowing capacity at the FHLB.

There were no short-term FHLB advances outstanding at September 30, 2025 and December 31, 2024. The Company also has a standing available overnight Ideal Way line of credit with the FHLB of $ 9.5 million. Interest on this line of credit is payable at a rate determined and reset by the FHLB on a daily basis. The outstanding principal is due daily, but the portion not repaid will be automatically renewed. At September 30, 2025 and December 31, 2024, the Company did not have an outstanding balance under the Ideal Way line of credit. At September 30, 2025, the Company had an immediate availability to borrow an additional $ 468.7 million from the FHLB, including the Ideal Way line of credit, based on qualified collateral pledged.

Other borrowings, held as collateral for customer swap arrangements, totaled $ 3.0 million with a weighted average rate of 4.09 % at September 30, 2025 and $ 5.4 million with a weighted average rate of 4.33 % at December 31, 2024, respectively.

As a member of the Federal Reserve Bank, the Company may also borrow from the FRB Discount Window. At September 30, 2025 and December 31, 2024, the Company had an available line of credit of $ 365.2 million and $ 382.9 million, respectively, with the Discount Window at an interest rate determined and reset on a daily basis. Borrowings from the Discount Window are secured by eligible loan collateral and certain securities from the Company’s investment portfolio not otherwise pledged. At September 30, 2025 and December 31, 2024, the Company did not have an outstanding balance under the Discount Window.

The Company also has pre-established, non-collateralized overnight borrowing arrangements with large national and regional correspondent banks to provide additional overnight and short-term borrowing capacity for the Company. The Company has a $ 15.0 million line of credit with a correspondent bank and a $ 10.0 million line of credit with another correspondent bank, both at an interest rate determined and reset on a daily basis. As of September 30, 2025 and December 31, 2024, there were no advances outstanding under these lines.

Long-term debt consists of FHLB and FRB advances with an original maturity of one year or more. At September 30, 2025 and December 31, 2024, long-term debt consisted of $ 98.0 million in outstanding FHLB advances with a weighted average fixed rate of 4.97 %.

9. SUBORDINATED DEBT

On April 20, 2021, the Company completed an offering of $ 20 million in aggregate principal amount of its 4.875 % fixed-to-floating rate subordinated notes (the “Notes”) to certain qualified institutional buyers in a private placement transaction. At September 30, 2025, $ 19.8 million aggregate principal amount of the Notes was outstanding.

Unless earlier redeemed, the Notes mature on May 1, 2031 . The Notes will bear interest from the initial issue date to, but excluding, May 1, 2026, or the earlier redemption date, at a fixed rate of 4.875 % per annum, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year, beginning August 1, 2021, and from and including May 1, 2026, but excluding the maturity date or earlier redemption date, equal to the benchmark rate, which is the 90-day average secured overnight financing rate , plus 412 basis points, determined on the determination date of the applicable interest period, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year. The Company may also redeem the Notes, in whole or in part, on or after May 1, 2026 , and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Notes were designed to qualify as Tier 2 capital under the Federal Reserve’s capital adequacy regulations.

The Notes are presented net of issuance costs of $ 219,000 as of September 30, 2025, which are being amortized into interest expense over the life of the Notes. Amortization of issuance costs into interest expense was $ 30,000 and $ 29,000 for the nine months ended September 30, 2025 and 2024, respectively.

10. DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives.

The Company is exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our assets and liabilities and the use of derivative financial instruments. Specifically, we entered into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to certain variable rate loan assets and variable rate borrowings.

Fair Value Hedges of Interest Rate Risk.

The Company is exposed to changes in the fair value of certain pools of fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. The Company’s interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income .

In October of 2024, $ 200 million in notional amount of designated fair value hedges matured. As of December 31, 2024, the Company did not have any outstanding fair value hedges on the balance sheet.

Non-hedging Derivatives.

Derivatives not designated as hedges are not speculative, but rather result from a service the Company provides to certain customers. The Company executes loan-level derivative products such as interest-rate swap agreements with commercial banking customers to aid them in managing their interest-rate risk by converting floating-rate loan payments to fixed-rate loan payments. The Company concurrently enters into offsetting swaps with a third-party financial institution, effectively minimizing the Company’s net risk exposure resulting from such transactions. The third-party financial institution exchanges the customer’s fixed-rate loan payments for floating-rate loan payments. As the interest-rate swap agreements associated with this program do not meet hedge accounting requirements, changes in the fair value are recognized directly in earnings.

34

Fair Values of Derivative Instruments on the Balance Sheet.

The tables below present the fair value of our derivative financial instruments designated as hedging and non-hedging instruments as well as our classification on the balance sheet as of September 30, 2025 and December 31, 2024.

September 30, 2025		Asset Derivatives						Liability Derivatives
		Balance Sheet Location		Fair Value				Balance Sheet Location		Fair Value
		(Dollars in thousands)
Derivatives not designated as hedging instruments:
Interest rate swap – with customer counterparties				$	858					$	4,147
Interest rate swap – with dealer counterparties					4,147						858
Total derivatives		Other Assets		$	5,005			Other Liabilities		$	5,005

December 31, 2024

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(Dollars in thousands)

Derivatives not designated as hedging instruments:

Interest rate swap – with customer counterparties

$

—

5,883

Interest rate swap – with dealer counterparties

5,883

—

Total derivatives

Other Assets

$

5,883

Other Liabilities

$

5,883

Effect of Derivative Instruments in the Consolidated Statements of Net Income.

The table below presents the effect of the Company’s derivative financial instruments on the statements of net income for the three and nine months ended September 30, 2024. There were no gains or losses on fair value hedging relationships recorded through interest income for the three and nine months ended September 30, 2025.

		Location and Amount of Gain (Loss) Recognized in Income on  Fair Value Hedging Relationships
		Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
			Interest Income				Interest Income
Total amounts of income line items presented in the statements of net income in which the effects of fair value hedges are recorded		$	434			$	1,324
Gain (loss) on fair value hedging relationships
Interest rate contracts:
Hedged items		$	471			$	534
Derivatives designated as hedging instruments			( 37	)			790

There were no gains or losses recognized in accumulated other comprehensive income related to derivative financial instruments during the nine months ended September 30, 2025 and 2024, respectively.

35

Credit-risk-related Contingent Features

By using derivative financial instruments, we expose ourselves to credit risk. Credit risk is the risk of failure by the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative is negative, we owe the counterparty and, therefore, it does not possess credit risk. The credit risk in derivative instruments is mitigated by entering into transactions with highly-rated counterparties that we believe to be creditworthy and by limiting the amount of exposure to each counterparty.

We have agreements with our derivative counterparties that contain a provision where if we default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. We also have agreements with certain of our derivative counterparties that contain a provision where if we fail to maintain our status as well capitalized, then the counterparty could terminate the derivative positions and we would be required to settle our obligations under the agreements. Certain of our agreements with our derivative counterparties contain provisions where if a formal administrative action by a federal or state regulatory agency occurs that materially changes our creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument.

At September 30, 2025, we had minimum collateral posting thresholds with certain of our derivative counterparties. As of September 30, 2025, we were not required to post collateral under these agreements because we did not have any derivatives in a liability position with those counterparties.

11. FAIR VALUE OF ASSETS AND LIABILITIES

Determination of Fair Value.

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for our various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Methods and assumptions for valuing our financial instruments are set forth below. Estimated fair values are calculated based on the value without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications or estimated transaction cost.

Securities. The securities measured at fair value in Level 1 are based on quoted market prices in an active exchange market. All other securities are measured at fair value in Level 2 and are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. These securities include government-sponsored enterprise obligations, state and municipal obligations, corporate bonds, residential mortgage-backed securities guaranteed and sponsored by the U.S. government or an agency thereof. Fair value measurements are obtained from a third-party pricing service and are not adjusted by management.

Interest rate swaps. The valuation of our interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. We have determined that the majority of the inputs used to value our interest rate derivatives fall within Level 2 of the fair value hierarchy.

36

Assets and Liabilities Measured at Fair Value on a Recurring Basis.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

		September 30, 2025
		Level 1				Level 2				Level 3				Total
		(Dollars in thousands)
Assets:
Securities available-for-sale		$	—			$	179,234			$	—			$	179,234
Marketable equity securities			471				—				—				471
Interest rate swaps			—				5,005				—				5,005
Total assets		$	471			$	184,239			$	—			$	184,710
Liabilities:
Interest rate swaps		$	—			$	5,005			$	—			$	5,005

		December 31, 2024
		Level 1				Level 2				Level 3				Total
		(Dollars in thousands)
Assets:
Securities available-for-sale		$	—			$	160,704			$	—			$	160,704
Marketable equity securities			397				—				—				397
Interest rate swaps			—				5,883				—				5,883
Total assets		$	397			$	166,587			$	—			$	166,984
Liabilities:
Interest rate swaps		$	—			$	5,883			$	—			$	5,883

There were no transfers to or from Level 1 and 2 for assets measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024.

Assets Measured at Fair Value on a Non-recurring Basis.

We may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. The following tables summarize the fair value hierarchy used to determine the carrying values of the related assets as of September 30, 2025 and December 31, 2024.

														Nine Months Ended
		At September 30, 2025												September 30, 2025
														Total
		Level 1				Level 2				Level 3				Losses
		(Dollars in thousands)												(Dollars in thousands)
Collateral dependent loans		$	—			$	—			$	1			$	25

37

														Nine Months Ended
		At December 31, 2024												September 30, 2024
														Total
		Level 1				Level 2				Level 3				Losses
		(Dollars in thousands)												(Dollars in thousands)
Collateral dependent loans		$	—			$	—			$	325			$	99

The amount of impaired loans represents the carrying value, net of the related write-down or valuation allowance of collateral dependent loans for which adjustments are based on the estimated fair value of the underlying collateral.  The fair value of collateral dependent loans with specific allocations of the allowance for credit losses is generally based on real estate appraisals performed by independent licensed or certified appraisers.  These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available.  Management will discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation.  Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Summary of Fair Values of Financial Instruments.

The estimated fair values of our financial instruments are as follows:

		September 30, 2025
		Carrying Value				Fair Value
						Level 1				Level 2				Level 3				Total
		(Dollars in thousands)
Assets:
Cash and cash equivalents		$	82,942			$	82,942			$	—			$	—			$	82,942
Securities held-to-maturity			193,446				4,861				156,727				—				161,588
Securities available-for-sale			179,234				—				179,234				—				179,234
Marketable equity securities			471				471				—				—				471
FHLB and other restricted stock			5,818				—				—				5,818				5,818
Loans - net			2,110,766				—				—				1,991,629				1,991,629
Accrued interest receivable			8,887				—				—				8,887				8,887
Mortgage servicing rights			347				—				712				—				712
Derivative asset			5,005				—				5,005				—				5,005
Liabilities:
Deposits			2,349,875				—				—				2,348,096				2,348,096
Short-term borrowings			2,980				—				2,980				—				2,980
Long-term debt			98,000				—				98,689				—				98,689
Subordinated debt			19,781				—				15,999				—				15,999
Accrued interest payable			853				—				—				853				853
Derivative liabilities			5,005				—				5,005				—				5,005

38

		December 31, 2024
		Carrying Value				Fair Value
						Level 1				Level 2					Level 3				Total
		(Dollars in thousands)
Assets:
Cash and cash equivalents		$	66,450			$	66,450			$		—			$	—			$	66,450
Securities held-to-maturity			205,036				4,727					160,879				—				165,606
Securities available-for-sale			160,704				—					160,704				—				160,704
Marketable equity securities			397				397					—				—				397
FHLB and other restricted stock			5,818				—					—				5,818				5,818
Loans - net			2,050,660				—					—				1,894,621				1,894,621
Accrued interest receivable			8,468				—					—				8,468				8,468
Mortgage servicing rights			436				—					826				—				826
Derivative asset			5,883				—					5,883				—				5,883
Liabilities:
Deposits			2,262,647				—					—				2,261,666				2,261,666
Short-term borrowings			5,390				—					5,390				—				5,390
Long-term debt			98,000				—					98,835				—				98,835
Subordinated debt			19,751				—					15,876				—				15,876
Accrued interest payable			903				—					—				903				903
Derivative liabilities			5,883				—					5,883				—				5,883

12. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures (Topic 280), which expands segment disclosure requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and interim basis. It also requires companies to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. This ASU, as amended, became effective for the Company in the consolidated financial statements for the year ended December 31, 2024 (see Note 13 – Segment) and did not have a material impact on the Company’s consolidated financial statements. In addition, this ASU, as amended, will be effective for interim periods beginning in 2025 and did not have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740), which requires entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. On an annual basis, entities must disclose: (1) the amount of income taxes paid, net of refunds, disaggregated by federal, state, and foreign; and (2) the amount of income taxes paid, net of refunds, disaggregated by individual jurisdictions in which income taxes paid, net of refunds received, for amounts equal to or greater than 5% of total income taxes paid. Further, the amendments also require entities to disclose: (1) income or loss from continued operations before income tax expense (or benefit) disaggregated between domestic and foreign sources; and (2) income or loss from continued operations disaggregated by federal, state, and foreign sources. This ASU, as amended, is effective for the Company in fiscal years beginning after December 15, 2024 and is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures – Disaggregation of Income Statement Expenses (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular form, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This ASU is effective for the Company, on a prospective basis, for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027 and is not expected to have a material impact on the Company’s consolidated financial statements.

13. SEGMENT

The Company operates as a single reportable segment under ASC 280, as the Chief Operating Decision Maker (“CODM”) reviews financial performance and allocates resources based on the consolidated results of the Company as a whole.  The Company, through its bank subsidiary, provides banking services to individuals and companies primarily in Hampden County and Hampshire County in western Massachusetts and Hartford County and Tolland County in northern Connecticut. These services include commercial lending, residential lending and consumer lending, checking, savings, time deposits, cash management, and wealth management. The CODM primarily evaluates performance using net interest income and net income as reported in the consolidated statement of income. The Company’s primary measure of profitability is net interest and dividend income. Net interest and dividend income is the difference between the interest income earned on interest-earning assets and the interest paid on interest-bearing liabilities. Interest-earning assets consist primarily of commercial real estate loans, commercial and industrial loans, residential real estate loans and securities. Interest-bearing liabilities consist primarily of time deposits and money market accounts, demand deposits, savings accounts and borrowings from the FHLB. The consolidated results of operations also depend on the provision for credit losses, non-interest income, and non-interest expense. In addition, the CODM considers net income as a key measure of overall financial performance. The Company’s CODM consists of members of the Senior Management team, including the Chief Executive Officer, the Chief Financial Officer, the Chief Banking Officer and the Chief Lending Officer.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview.

We strive to remain a leader in meeting the financial service needs of the local community and to provide quality service to the individuals and businesses in the market areas that we have served since 1853. Historically, we have been a community-oriented provider of traditional banking products and services to business organizations and individuals, including products such as residential and commercial real estate loans, commercial and industrial loans, consumer loans and a variety of deposit products. We meet the needs of our local community through a community-based and service-oriented approach to banking.

We have adopted a growth-oriented strategy that continues to focus on increasing commercial lending and residential lending. Our strategy also calls for increasing deposit relationships, specifically core deposits (defined below), and broadening our product lines and services. We believe that this business strategy is best for our long-term success and viability, and complements our existing commitment to high-quality customer service.

In connection with our overall growth strategy, we seek to:

●

Increase market share and achieve scale to improve the Company’s profitability and efficiency and return value to shareholders;

●

Grow the Company’s commercial loan portfolio and related commercial deposits by targeting businesses in our primary market area of Hampden and Hampshire Counties in western Massachusetts and Hartford and Tolland Counties in northern Connecticut to increase the net interest margin and loan income;

●

Supplement the Company’s commercial portfolio by growing the Company’s residential real estate portfolio to diversify the Company’s loan portfolio and deepen customer relationships;

●

Focus on expanding our retail banking deposit franchise and increase the number of households served within our designated market area;

●

Invest in people, systems and technology to grow revenue, improve efficiency and enhance the overall customer experience;

●

Grow revenues, increase book value per share and tangible book value per share (a non-GAAP financial measure), pay competitive dividends to shareholders and utilize the Company’s stock repurchase plan to leverage our capital and enhance franchise value; and

●

Consider growth through acquisitions. We may pursue expansion opportunities in existing or adjacent strategic locations with companies that add complementary products to our existing business and at terms that add value to our existing shareholders.

You should read the following financial results for the three months and nine months ended September 30, 2025 in the context of this strategy.

●

Net income was $3.2 million, or $0.16 per diluted share, for the three months ended September 30, 2025, compared to net income of $1.9 million, or $0.09 per diluted share, for the three months ended September 30, 2024. For the nine months ended September 30, 2025, net income was $10.1 million, or $0.50 per diluted share, compared to $8.4 million, or $0.40 per diluted share, for the nine months ended September 30, 2024.

●

Net interest income increased $3.4 million, or 22.8%, to $18.1 million, for the three months ended September 30, 2025, from $14.7 million for the three months ended September 30, 2024. The increase in net interest income was due to an increase in interest and dividend income of $2.2 million, or 7.9%, and a decrease in interest expense of $1.2 million, or 8.9%. The increase in interest income was primarily due to a $112.6 million, or 4.6%, increase in average interest-earning assets and an increase in the average yield on interest-earning assets of 12 basis points, from the three months ended September 30, 2024 to the three months ended September 30, 2025. During the nine months ended September 30, 2025, net interest income increased $6.7 million, or 15.1%, to $51.3 million, compared to $44.5 million for the nine months ended September 30, 2024. The increase in net interest income was primarily due to an increase in interest income of $6.8 million, or 8.4%.

●

During the three months ended September 30, 2025, the Company recorded a provision for credit losses of $1.3 million, compared to a provision for credit losses of $941,000 during the three months ended September 30, 2024. The $352,000, or 37.4%, increase in the provision for credit losses was primarily due to an increase in unfunded commitments during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and a slight deterioration in macroeconomic forecasts. During the nine months ended September 30, 2025, the Company recorded a provision for credit losses of $820,000, compared to a provision for credit losses of $97,000 during the nine months ended September 30, 2024. The $723,000 increase in the provision for credit losses was primarily due to an increase in unfunded commitments, changes in the loan mix and a slight deterioration in the macroeconomic environment.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with GAAP and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates.

Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.

There have been no material changes to our critical accounting policies during the nine months ended September 30, 2025. For additional information on our critical accounting policies, please refer to the information contained in Note 1 of the accompanying unaudited consolidated financial statements and Note 1 of the consolidated financial statements included in our 2024 Annual Report.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

At September 30, 2025, total assets increased $82.4 million, or 3.1%, from December 31, 2024 to $2.7 billion. The increase in total assets was primarily due to an increase in total loans of $60.8 million, or 2.9%, an increase in investment securities of $7.0 million, or 1.9%, and an increase in cash and cash equivalents of $16.5 million, or 24.8%.

Investment Securities.

At September 30, 2025, the investment securities portfolio totaled $373.2 million, or 13.6% of total assets, compared to $366.1 million, or 13.8% of total assets, at December 31, 2024. At September 30, 2025, the Company’s available-for-sale securities portfolio, recorded at fair market value, increased $18.5 million, or 11.5%, from $160.7 million at December 31, 2024 to $179.2 million. The held-to-maturity securities portfolio, recorded at amortized cost, decreased $11.6 million, or 5.6%, from $205.0 million at December 31, 2024 to $193.4 million at September 30, 2025.

At September 30, 2025, the Company reported unrealized losses on the available-for-sale securities portfolio of $23.8 million, or 11.7% of the amortized cost basis of the available-for-sale securities portfolio, compared to unrealized losses of $31.2 million, or 16.2% of the amortized cost basis of the available-for-sale securities at December 31, 2024. At September 30, 2025, the Company reported unrealized losses on the held-to-maturity securities portfolio of $31.9 million, or 16.5% of the amortized cost basis of the held-to-maturity securities portfolio, compared to $39.4 million, or 19.2% of the amortized cost basis of the held-to-maturity securities portfolio at December 31, 2024.

The securities in which the Company may invest are limited by regulation. Federally chartered savings banks have authority to invest in various types of assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises, mortgage-backed securities, certain certificates of deposit of insured financial institutions, repurchase agreements, overnight and short-term loans to other banks, corporate debt instruments and marketable equity securities. The securities, with the exception of $10.8 million in corporate bonds, are issued by the United States government or government-sponsored enterprises and are therefore either explicitly or implicitly guaranteed as to the timely payment of contractual principal and interest. These positions are deemed to have no credit impairment, therefore, the disclosed unrealized losses with the securities portfolio relate primarily to changes in prevailing interest rates. In all cases, price improvement in future periods will be realized as the issuances approach maturity.

Management regularly reviews the portfolio for securities in an unrealized loss position. At September 30, 2025 and December 31, 2024, the Company did not record any credit impairment charges on its securities portfolio and attributed the unrealized losses primarily due to fluctuations in general interest rates or changes in expected prepayments and not due to credit quality. The primary objective of the Company’s investment portfolio is to provide liquidity and to secure municipal deposit accounts while preserving the safety of principal. The available-for-sale and held-to-maturity portfolios are both eligible for pledging to the FHLB and FRB as collateral for borrowings. The portfolios are comprised of high-credit quality investments and both portfolios generated cash flows monthly from interest, principal amortization and payoffs, which supports the Bank's objective to provide liquidity.

Loans.

Total loans increased $60.8 million, or 2.9%, from $2.1 billion, or 77.9% of total assets, at December 31, 2024 to $2.1 billion, or 77.8% of total assets, at September 30, 2025. The increase in total loans was primarily driven by an increase in residential real estate loans, including home equity loans, of $52.3 million, or 6.7%, an increase in commercial and industrial loans of $7.3 million, or 3.4%, an increase in commercial real estate loans of $2.4 million, or 0.2%, partially offset by a decrease in consumer loans of $1.2 million, or 26.5%.

Total delinquency was $4.5 million, or 0.21% of total loans, at September 30, 2025, compared to $5.0 million, or 0.24% of total loans at December 31, 2024. At September 30, 2025, nonaccrual loans totaled $5.6 million, or 0.27% of total loans, compared to $5.4 million, or 0.26% of total loans, at December 31, 2024. At September 30, 2025 and December 31, 2024, there were no loans 90 or more days past-due and still accruing interest. Total nonperforming assets (defined as nonaccrual loans and other real estate owned) totaled $5.6 million, or 0.21% of total assets, at September 30, 2025, compared to $5.4 million, or 0.20% of total assets, at December 31, 2024. At September 30, 2025 and December 31, 2024, the Company did not have any other real estate owned.

At September 30, 2025, the allowance for credit losses was $20.5 million, or 0.96% of total loans and 363.6% of nonaccrual loans, compared to $19.5 million, or 0.94% of total loans and 362.9% of nonaccrual loans, at December 31, 2024. Total criticized loans, defined as special mention and substandard loans, increased $1.6 million, or 4.2%, from $38.4 million, or 1.9% of total loans, at December 31, 2024 to $40.0 million, or 1.9% of total loans, at September 30, 2025.

Our commercial real estate portfolio is comprised of diversified property types and primarily within our geographic footprint. At September 30, 2025, the commercial real estate portfolio totaled $1.1 billion and represented 50.7% of total loans. Of the $1.1 billion, $877.9 million, or 81.4%, was categorized as non-owner occupied commercial real estate and represented 319.8% of the Bank’s total risk-based capital.

Management is closely monitoring the loan portfolio for any signs of deterioration in borrowers’ financial condition and also in light of speculation that commercial real estate values may deteriorate as the market continues to adjust to higher vacancies and interest rates. We are taking steps to mitigate risk in our loan portfolio. A summary of our past due and nonaccrual loans by class is listed in Note 5 of the accompanying unaudited consolidated financial statements.

The Company’s commercial real estate loans are considered to be relatively diversified by borrower, industry and concentrated in the New England geographical area. A significant portion of the loan portfolio consists of commercial real estate loans, primarily made in Massachusetts, and to a lesser degree, Connecticut, and secured by real estate or other collateral in the market. Although these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the local real estate market could have an adverse impact on this portfolio of loans and the Company’s income and financial position. While our basic market area is in Massachusetts, the Company has made loans outside that market area where the applicant is an existing customer, and the nature and quality of such loans was consistent with the Company's lending policies.

We continuously monitor the asset quality of our loan portfolio. For the commercial portfolio, we monitor credit quality using a risk rating scale, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Management utilizes a loan risk rating methodology based on an 8-point scale. Pass grades are 0-4 and non-pass categories, which align with regulatory guidelines, include: special mention (5), substandard (6), doubtful (7) and loss (8). Risk rating assignment is determined by analyzing key factors, which may include: industry and market conditions, position within the industry, earnings trends, operating cash flow, debt capacity, guarantor strength, management, financial reporting, collateral and other considerations.

CRE Concentrations .

The OCC, the FRB, and the FDIC (“Agencies”) issued guidance in 2006 which addresses institutions with increased concentrations of commercial real estate (“CRE”) loans. The guidance does not establish specific CRE lending limits; rather, it promotes sound risk management practices and appropriate levels of capital that will enable institutions to continue to pursue CRE lending in a safe and sound manner. In developing this guidance, the Agencies recognized that different types of CRE lending present different levels of risk, and that consideration should be given to the lower risk profiles and historically superior performance of certain types of CRE, such as well-structured multifamily housing finance, when compared to others, such as speculative office space construction.

Institutions are encouraged to segment their CRE portfolios to acknowledge these distinctions for risk management purposes. The guidance focuses on those CRE loans for which the cash flow from the real estate is the primary source of repayment rather than loans to a borrower for which real estate collateral is taken as a secondary source of repayment or through an abundance of caution. Thus, for the purposes of the guidance, CRE loans include those loans with risk profiles sensitive to the condition of the general CRE market (for example, market demand, changes in capitalization rates, vacancy rates, or rents). CRE loans are land development and construction loans (including 1- to 4-family residential and commercial construction loans) and other land loans. CRE loans also include loans secured by multifamily property, and nonfarm nonresidential property where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party, nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Excluded from the scope of this guidance are loans secured by nonfarm nonresidential properties where the primary source of repayment is the cashflow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

As part of their ongoing supervisory monitoring processes, the Agencies use certain criteria to identify institutions that are potentially exposed to significant CRE concentration risk. An institution that has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching or exceeds the following supervisory criteria may be identified for further supervisory analysis of the level and nature of its CRE concentration risk:

1. Total reported loans for construction, land development, and other land represent 100 percent or more of the institution’s total risk-based capital; or

2. Total commercial real estate loans, as defined in this guidance, represent 300 percent or more of the institution’s total risk-based capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.

The Agencies use the criteria as a preliminary step to identify institutions that may have CRE concentration risk. Because regulatory reports capture a broad range of CRE loans with varying risk characteristics, the supervisory monitoring criteria do not constitute limits on an institution’s lending activity but rather serve as high-level indicators to identify institutions potentially exposed to CRE concentration risk.

The Company holds a concentration in commercial real estate loans. As of September 30, 2025, commercial real estate loans represented 392.7% of consolidated bank risk-based capital. Non-owner occupied commercial real estate loans totaled $877.9 million, or 319.8% of consolidated bank risk-based capital, and owner-occupied commercial real estate loans totaled $200.2 million, or 72.9% of consolidated bank risk-based capital. As of September 30, 2025, construction, land development and other land loans represented 35.2% of consolidated bank risk-based capital. During the prior 36 months, the Company has experienced an increase in its commercial real estate portfolio of 2.6%.

The management team has extensive experience in underwriting commercial real estate loans and has implemented and continues to maintain heightened risk management procedures and strong underwriting criteria with respect to its commercial real estate portfolio. The Company’s Board of Directors (the “Board”) has established internal maximum limits on CRE as an asset class overall as well as sub limits within CRE by property class, to better manage and control the exposure to property classes during periods of changing economic conditions. The Board also has minimum targets for regulatory capital ratios that are in excess of well capitalized ratios.

Our risk management process begins with a robust underwriting program. The underwriting and risk rating of all loans is completed by the Company’s Credit Department that is independent of the originating lender(s).

The table below breaks down the commercial real estate portfolio outstanding balance by non-owner and owner occupied and by concentration as of September 30, 2025:

Property Type		Non-Owner Occupied				Owner Occupied				Total				% of CRE Portfolio				% of Total Loans				% of Total Bank Risk- Based Capital (1)
(Dollars in thousands)
Office Portfolio		$	176,788			$	22,178			$	198,966				18.5	%			9.3	%			72.5	%
Apartment			158,669				—				158,669				14.7	%			7.5	%			57.8	%
Industrial			122,504				47,124				169,628				15.7	%			8.0	%			61.8	%
Retail			110,200				5,913				116,113				10.8	%			5.5	%			42.3	%
Other			38,751				47,261				86,012				8.0	%			4.0	%			31.3	%
Mixed Use			73,092				5,406				78,498				7.3	%			3.7	%			28.6	%
Hotel/Hospitality			41,975				—				41,975				3.9	%			2.0	%			15.3	%
Automotive Sales			—				34,918				34,918				3.2	%			1.6	%			12.7	%
Adult Care/Assisted Living			24,978				6,265				31,243				2.9	%			1.5	%			11.4	%
Self-Storage			46,239				68				46,307				4.3	%			2.2	%			16.9	%
Student Housing			21,687				—				21,687				2.0	%			1.0	%			7.9	%
Warehouse			23,730				9,612				33,342				3.1	%			1.6	%			12.1	%
Shopping Center			28,595				6,329				34,924				3.2	%			1.6	%			12.7	%
School/Higher Education			10,663				15,155				25,818				2.4	%			1.2	%			9.4	%
Total commercial real estate		$	877,871			$	200,229			$	1,078,100				100.0	%			50.7	%			392.7	%
% of Total Bank Risk-Based Capital (1)			319.8	%			72.9	%			392.7	%
% of Total CRE loans			81.4	%			18.6	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

At September 30, 2025, of the $1.1 billion in commercial real estate loans, $877.9 million, or 81.4% of total commercial real estate loans, were categorized as non-owner occupied and represented 319.8% of total bank risk-based capital.

The table below breaks down the commercial real estate portfolio outstanding balance by non-owner and owner occupied and by concentration as of December 31, 2024:

Property Type		Non-Owner Occupied				Owner Occupied				Total				% of CRE Portfolio				% of Total Loans				% of Total Bank Risk- Based Capital (1)
(Dollars in thousands)
Office Portfolio		$	177,102			$	23,013			$	200,115				18.6	%			9.7	%			73.9	%
Apartment			179,874				—				179,874				16.7	%			8.7	%			66.4	%
Industrial			116,663				51,618				168,281				15.6	%			8.1	%			62.1	%
Retail			109,936				7,105				117,041				10.9	%			5.7	%			43.2	%
Other			37,231				30,471				67,702				6.3	%			3.3	%			25.0	%
Mixed Use			71,226				6,402				77,628				7.2	%			3.8	%			28.7	%
Hotel/Hospitality			43,133				—				43,133				4.0	%			2.1	%			15.9	%
Automotive Sales			2,705				36,554				39,259				3.6	%			1.9	%			14.5	%
Adult Care/Assisted Living			31,635				6,119				37,754				3.5	%			1.8	%			13.9	%
Self-Storage			33,765				329				34,094				3.2	%			1.6	%			12.6	%
Student Housing			22,047				—				22,047				2.0	%			1.1	%			8.1	%
Warehouse			20,942				10,045				30,987				2.9	%			1.5	%			11.4	%
Shopping Center			23,193				7,518				30,711				2.9	%			1.5	%			11.3	%
School/Higher Education			11,376				15,730				27,106				2.5	%			1.3	%			10.0	%
Total commercial real estate		$	880,828			$	194,904			$	1,075,732				100.0	%			52.0	%			397.1	%
% of Total Bank Risk-Based Capital (1)			325.2	%			71.9	%			397.1	%
% of Total CRE loans			81.9	%			18.1	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

At December 31, 2024, of the $1.1 billion in commercial real estate loans, $880.8 million, or 81.9% of total commercial real estate loans, were categorized as non-owner occupied and represented 325.2% of total bank risk-based capital.

The following table further breaks down the non-owner occupied commercial real estate portfolio balances by concentration, collateral location and weighted average loan-to-value (“LTV”) as of September 30, 2025:

Property Type		MA			CT			NH			RI			ME			Other			Total			% of Total Bank Risk-Based Capital (1)			Weighted Average LTV (2)
					(Dollars in thousands)
Office		$	64,562		$	61,577		$	39,393		$	—		$	11,256		$	—		$	176,788		64.4	%		61.9	%
Apartment			90,325			43,831			—			24,513			—			—			158,669		57.8	%		53.4	%
Industrial			71,675			35,116			—			11,240			—			4,473			122,504		44.6	%		58.0	%
Retail			53,670			25,737			13,465			6,108			11,220			—			110,200		40.1	%		51.5	%
Mixed Use			34,957			20,603			—			12,873			—			4,659			73,092		26.6	%		56.2	%
Other			32,729			5,217			685			—			120			—			38,751		14.2	%		56.5	%
Hotel/Hospitality			20,259			21,716			—			—			—			—			41,975		15.3	%		51.6	%
Adult Care/Assisted Living			8,622			16,356			—			—			—			—			24,978		9.1	%		63.3	%
Self-Storage			36,285			9,180			774			—			—			—			46,239		16.8	%		55.6	%
Student Housing			3,651			15,033			2,660			—			—			343			21,687		7.9	%		61.1	%
Shopping Center			9,364			19,231			—			—			—			—			28,595		10.4	%		48.4	%
Warehouse			17,145			4,924			—			—			—			1,661			23,730		8.7	%		41.7	%
School/Higher Education			10,663			—			—			—			—			—			10,663		3.9	%		43.7	%
Total Non-Owner CRE		$	453,907		$	278,521		$	56,977		$	54,734		$	22,596		$	11,136		$	877,871		319.8	%		56.1	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

(2)

Weighted average LTV is based on the original appraisal and the current loan exposure.

The following table further breaks down the non-owner occupied commercial real estate portfolio balances by concentration, collateral location and weighted average LTV as of December 31, 2024:

Property Type		MA				CT				NH				RI				ME				Other				Total				% of Total Bank Risk-Based Capital (1)				Weighted Average LTV (2)
						(Dollars in thousands)
Apartment		$	114,922			$	37,212			$	—			$	27,740			$	—			$	—			$	179,874				66.4	%			54.7	%
Office			62,554				62,906				40,237				—				11,405				—				177,102				65.4	%			64.4	%
Industrial			60,192				35,438				—				14,992				—				6,041				116,663				43.1	%			56.0	%
Retail			55,555				23,551				13,752				6,219				10,859				—				109,936				40.6	%			55.4	%
Mixed Use			31,899				21,552				—				13,062				—				4,713				71,226				26.3	%			57.7	%
Other			30,449				5,949				707				—				126				—				37,231				13.7	%			55.3	%
Hotel/Hospitality			20,813				22,320				—				—				—				—				43,133				15.9	%			51.8	%
Adult Care/Assisted Living			15,089				16,546				—				—				—				—				31,635				11.7	%			58.6	%
Self-Storage			24,433				8,548				784				—				—				—				33,765				12.5	%			63.0	%
Student Housing			3,717				15,323				2,660				—				—				347				22,047				8.1	%			72.4	%
Shopping Center			7,176				16,017				—				—				—				—				23,193				8.6	%			50.9	%
Warehouse			17,406				3,319				—				—				—				217				20,942				7.7	%			44.5	%
School/Higher Education			11,376				—				—				—				—				—				11,376				4.2	%			45.0	%
Automotive Sales			2,705				—				—				—				—				—				2,705				1.0	%			39.5	%
Total Non-Owner CRE		$	458,286			$	268,681			$	58,140			$	62,013			$	22,390			$	11,318			$	880,828				325.2	%			57.2	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

(2)

Weighted average LTV is based on the original appraisal and the current loan exposure.

The Company also underwrites and originates owner occupied commercial real estate loans. These loans are typically term loans made to support properties that rely upon the operations of the business occupying the property for repayment. The Agencies specifically excluded owner occupied commercial real estate from their concentration guidance, as the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

The table below depicts a well-diversified portfolio of owner occupied commercial real estate portfolio as of September 30, 2025:

Property Type		MA				CT				NH				Other				Total				% of Total Bank Risk-Based Capital (1)				Weighted Average LTV (2)
		(Dollars in thousands)
Owner Occupied CRE
Adult Care/Assisted Living		$	—			$	—			$	6,265			$	—			$	6,265				2.3	%			57.2	%
Automotive Sales			28,428				6,490				—				—				34,918				12.7	%			58.3	%
School/Higher Education			15,155				—				—				—				15,155				5.5	%			64.7	%
Industrial			40,423				6,500				—				201				47,124				17.2	%			51.3	%
Mixed Use			4,625				781				—				—				5,406				2.0	%			55.8	%
Office			19,741				2,437				—				—				22,178				8.1	%			56.2	%
Retail			5,913				—				—				—				5,913				2.1	%			51.1	%
Shopping Center			4,220				2,109				—				—				6,329				2.3	%			56.2	%
Self-Storage			68				—				—				—				68				-%				52.2	%
Warehouse			9,260				352				—				—				9,612				3.5	%			62.6	%
Other			20,170				26,207				884				—				47,261				17.2	%			52.5	%
Total Owner Occupied CRE		$	148,003			$	44,876			$	7,149			$	201			$	200,229				72.9	%			55.3	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

(2)

Weighted average LTV is based on the original appraisal and the current loan exposure.

The table below depicts a well-diversified portfolio of owner occupied commercial real estate portfolio as of December 31, 2024:

Property Type		MA				CT				NH				Other				Total				% of Total Bank Risk-Based Capital (1)				Weighted Average LTV (2)
		(Dollars in thousands)
Owner Occupied CRE
Adult Care/Assisted Living		$	—			$	—			$	6,119			$	—			$	6,119				2.3	%			58.1	%
Automotive Sales			29,858				6,696				—				—				36,554				13.5	%			59.8	%
School/Higher Education			15,730				—				—				—				15,730				5.8	%			66.8	%
Industrial			42,456				8,594				—				568				51,618				19.1	%			52.7	%
Mixed Use			5,820				582				—				—				6,402				2.4	%			53.0	%
Office			20,477				2,536				—				—				23,013				8.5	%			57.2	%
Retail			7,105				—				—				—				7,105				2.6	%			53.4	%
Shopping Center			5,358				2,160				—				—				7,518				2.8	%			56.5	%
Self-Storage			329				—				—				—				329				0.1	%			20.5	%
Warehouse			9,671				374				—				—				10,045				3.7	%			63.2	%
Other			21,773				7,782				916				—				30,471				11.2	%			49.4	%
Total Owner Occupied CRE		$	158,577			$	28,724			$	7,035			$	568			$	194,904				72.0	%			56.0	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

(2)

Weighted average LTV is based on the original appraisal and the current loan exposure.

Commercial Real Estate Office Exposure.

Our total office-related commercial real estate loans (which is comprised of loans within our commercial real estate portfolio that are secured by office space, medical office space, and mixed-use where rental income is primarily from office space) totaled $199.0 million, or 72.5% of total bank risk-based capital and $200.1 million, or 73.9% of total bank risk-based capital, as of September 30, 2025 and December 31, 2024, respectively.

The table below breaks the office-related commercial real estate loans by collateral type for the periods noted:

September 30, 2025		Non-Owner Occupied				Owner Occupied				Total				% of Office Portfolio				% of Total Bank Risk-Based Capital (1)
		(Dollars in thousands)
Collateral Type:
Office/Medical		$	109,496			$	10,142			$	119,638				60.2	%			43.6	%
Office/Professional Metro			3,606				8,619				12,225				6.1	%			4.5	%
Office/Professional Suburban			36,166				3,201				39,366				19.8	%			14.3	%
Office/Professional Urban			27,520				216				27,737				13.9	%			10.1	%
Total Office Portfolio		$	176,788			$	22,178			$	198,966				100.0	%			72.5	%

December 31, 2024		Non-Owner Occupied				Owner Occupied				Total				% of Office Portfolio				% of Total Bank Risk-Based Capital (1)
		(Dollars in thousands)
Collateral Type:
Office/Medical		$	106,884			$	10,760			$	117,644				58.8	%			43.4	%
Office/Professional Metro			3,693				8,259				11,952				6.0	%			4.4	%
Office/Professional Suburban			39,336				3,681				43,017				21.5	%			15.9	%
Office/Professional Urban			27,189				313				27,502				13.7	%			10.2	%
Total Office Portfolio		$	177,102			$	23,013			$	200,115				100.0	%			73.9	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

Office-related CRE loans are primarily concentrated in Massachusetts, where approximately 42.4% at September 30, 2025 and 41.5%, at December 31, 2024, of the total balance of office-related CRE loans are located. The Company does not have office CRE loans secured by real estate in greater Boston or New York.

September 30, 2025		Non-Owner Occupied				Owner Occupied				Total				% of Office Portfolio				% of Total Bank Risk-Based Capital (1)
		(Dollars in thousands)
By State:
Massachusetts		$	64,562			$	19,741			$	84,303				42.4	%			30.7	%
Connecticut			61,577				2,437				64,014				32.2	%			23.3	%
New Hampshire			39,393				—				39,393				19.8	%			14.4	%
Other			11,256				—				11,256				5.6	%			4.1	%
Total Office Portfolio		$	176,788			$	22,178			$	198,966				100.0	%			72.5	%

December 31, 2024		Non-Owner Occupied				Owner Occupied				Total				% of Office Portfolio				% of Total Bank Risk-Based Capital (1)
		(Dollars in thousands)
By State:
Massachusetts		$	62,554			$	20,477			$	83,031				41.5	%			30.7	%
Connecticut			62,906				2,536				65,442				32.7	%			24.2	%
New Hampshire			40,237				—				40,237				20.1	%			14.9	%
Other			11,405				—				11,405				5.7	%			4.2	%
Total Office Portfolio		$	177,102			$	23,013			$	200,115				100.0	%			73.9	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

The following table sets forth the office-related CRE loans for non-owner occupied and owner occupied CRE and their credit quality indicators as of the dates indicated:

September 30, 2025		Non-Owner Occupied				Owner Occupied				Total				% of Office Portfolio				% of Total Bank Risk-Based Capital (1)
		(Dollars in thousands)
By Risk Rating:
Pass		$	168,866			$	21,891			$	190,757				95.9	%			69.5	%
Special Mention			73				—				73				—	%			—	%
Substandard			7,849				287				8,136				4.1	%			3.0	%
Total Office Portfolio		$	176,788			$	22,178			$	198,966				100.0	%			72.5	%

December 31, 2024		Non-Owner Occupied				Owner Occupied				Total				% of Office Portfolio				% of Total Bank Risk-Based Capital (1)
		(Dollars in thousands)
By Risk Rating:
Pass		$	169,177			$	21,632			$	190,809				95.4	%			70.5	%
Special Mention			7,925				724				8,649				4.3	%			3.2	%
Substandard			—				657				657				0.3	%			0.2	%
Total Office Portfolio		$	177,102			$	23,013			$	200,115				100.0	%			73.9	%

(1)

Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.

Given prevailing market conditions such as recent sustained increases in interest rates, reduced occupancy as a result of the increase in hybrid work arrangements post-COVID, and lower commercial real estate valuations, we carefully monitor these loans for signs of deterioration in credit quality and other risks. Such heightened monitoring includes incremental risk management strategies undertaken by management, including more frequent portfolio reviews, ongoing monitoring of market conditions, and additional portfolio analysis, which may include monitoring concentration limitations, including concentrations by loan type, property type, geographic area and with participants, where applicable, and risk diversification, tracking aggregated policy and underwriting exceptions and stress testing the loan portfolios.

Deposits.

At September 30, 2025, total deposits were $2.3 billion and increased $87.2 million, or 3.9%, from December 31, 2024. Core deposits, which the Company defines as all deposits except time deposits, increased $97.4 million, or 6.3%, from $1.6 billion, or 68.9% of total deposits, at December 31, 2024, to $1.7 billion, or 70.5% of total deposits, at September 30, 2025. Non-interest-bearing deposits increased $24.5 million, or 4.3%, to $590.2 million, and represent 25.1% of total deposits, money market accounts increased $41.2 million, or 6.2%, to $702.7 million, interest-bearing checking accounts increased $26.5 million, or 17.6%, to $176.8 million, and savings accounts increased $5.2 million, or 2.9%, to $186.8 million.

Time deposits decreased $10.2 million, or 1.5%, from $703.6 million at December 31, 2024 to $693.4 million at September 30, 2025. Brokered time deposits, which are included in time deposits, totaled $1.7 million at December 31, 2024. The Company did not have brokered time deposits at September 30, 2025. We continue our disciplined and focused approach to core relationship management and customer outreach to meet funding requirements and liquidity needs, with an emphasis on retaining a long-term core customer relationship base by competing for and retaining deposits in our local market. At September 30, 2025, the Bank’s uninsured deposits totaled $701.5 million, or 29.9% of total deposits, compared to $643.6 million, or 28.4% of total deposits, at December 31, 2024.

The table below is a summary of our deposit balances for the periods noted:

		September 30, 2025				December 31, 2024				September 30, 2024
		(Dollars in thousands)
Core Deposits:
Demand accounts		$	590,152			$	565,620			$	568,685
Interest-bearing accounts			176,823				150,348				140,332
Savings accounts			186,823				181,618				179,214
Money market accounts			702,712				661,478				635,824
Total Core Deposits		$	1,656,510			$	1,559,064			$	1,524,055
Time Deposits:			693,365				703,583				700,151
Total Deposits:		$	2,349,875			$	2,262,647			$	2,224,206

Borrowings.

At September 30, 2025, total borrowings decreased $2.4 million, or 1.9%, from $123.1 million at December 31, 2024 to $120.7 million. At September 30, 2025, short-term borrowings decreased $2.4 million, or 44.7%, to $3.0 million, compared to $5.4 million at December 31, 2024. Long-term borrowings were $98.0 million at September 30, 2025 and December 31, 2024. At September 30, 2025 and December 31, 2024, borrowings also consisted of $19.8 million in fixed-to-floating rate subordinated notes.

As of September 30, 2025, the Company had $468.7 million of additional borrowing capacity at the FHLB, $365.2 million of additional borrowing capacity under the FRB Discount Window and $25.0 million of other unsecured lines of credit with correspondent banks.

Capital.

At September 30, 2025, shareholders’ equity was $243.6 million, or 8.9% of total assets, compared to $235.9 million, or 8.9% of total assets, at December 31, 2024. The change was primarily attributable to net income of $10.1 million and a decrease in accumulated other comprehensive loss of $5.5 million, partially offset by cash dividends paid aggregating $4.3 million, or $0.21 per share, and the repurchase of shares at a cost of $4.8 million. At September 30, 2025, total shares outstanding were 20,491,966. The Company’s regulatory capital ratios continue to be strong and in excess of regulatory minimum requirements to be considered well-capitalized as defined by regulators and internal Company targets.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

General.

The Company reported net income of $3.2 million, or $0.16 per diluted share, for the three months ended September 30, 2025, compared to net income of $1.9 million, or $0.09 per diluted share, for the three months ended September 30, 2024. Net interest income increased $3.4 million, or 22.8%, provision for credit losses increased $352,000, or 37.4%, non-interest income increased $32,000, or 1.0%, and non-interest expense increased $1.4 million, or 9.5%, during the same period. Return on average assets and return on average equity were 0.46% and 5.20%, respectively, for the three months ended September 30, 2025, compared to 0.29% and 3.19%, respectively, for the three months ended September 30, 2024.

Net Interest and Dividend Income.

The following tables set forth the information relating to our average balance and net interest income for the three months ended September 30, 2025 and 2024, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing annualized interest income by the average balance of interest-earning assets and annualized interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

		Three Months Ended September 30,
		2025												2024
		Average								Average Yield/				Average								Average Yield/
		Balance				Interest				Cost (8)				Balance				Interest				Cost (8)
		(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans (1)(2)		$	2,112,394			$	26,810				5.04	%		$	2,038,593			$	25,253				4.93	%
Securities (2)			374,082				2,617				2.78				354,696				2,121				2.38
Other investments - at cost			14,993				166				4.39				15,904				189				4.73
Short-term investments (3)			52,380				560				4.24				32,043				396				4.92
Total interest-earning assets			2,553,849				30,153				4.68				2,441,236				27,959				4.56
Total non-interest-earning assets			157,127												153,585
Total assets		$	2,710,976											$	2,594,821
LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts		$	161,171			$	453				1.12	%		$	131,133			$	271				0.82	%
Savings accounts			187,279				42				0.09				179,844				38				0.08
Money market accounts			703,084				3,784				2.14				621,340				3,172				2.03
Time deposit accounts			692,742				6,124				3.51				688,797				7,684				4.44
Total interest-bearing deposits			1,744,276				10,403				2.37				1,621,114				11,165				2.74
Short-term borrowings and long-term debt			121,389				1,538				5.03				153,317				1,947				5.05
Interest-bearing liabilities			1,865,665				11,941				2.54				1,774,431				13,112				2.94
Non-interest-bearing deposits			581,835												559,224
Other non-interest-bearing liabilities			22,014												23,466
Total non-interest-bearing liabilities			603,849												582,690
Total liabilities			2,469,514												2,357,121
Total equity			241,462												237,700
Total liabilities and equity		$	2,710,976											$	2,594,821
Less: Tax-equivalent adjustment (2)							(120	)											(119	)
Net interest and dividend income						$	18,092											$	14,728
Net interest rate spread (4)											2.13	%											1.60	%
Net interest rate spread, on a tax equivalent basis (5)											2.14	%											1.62	%
Net interest margin (6)											2.81	%											2.40	%
Net interest margin, on a tax equivalent basis (7)											2.83	%											2.42	%
Ratio of average interest-earning assets to average interest-bearing liabilities											136.89	%											137.58

(1)

Loans, including nonaccrual loans, are net of deferred loan origination costs and unadvanced funds.

(2)

Loan and securities income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported on the consolidated statements of net income.

(3)

Short-term investments include federal funds sold.

(4)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)

Net interest rate spread, on a tax-equivalent basis, represents the difference between the tax-equivalent weighted average yield on interest-earning assets and the tax-equivalent weighted average cost of interest-bearing liabilities. See “Explanation of Use of Non-GAAP Financial Measurements.”

(6)

Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets.

(7)

Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. See “Explanation of Use of Non-GAAP Financial Measurements.”

(8)

Annualized.

Rate/Volume Analysis .

The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest and dividend income and interest expense during the periods indicated. Information is provided in each category with respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); (2) interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and (3) the net change.

The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

		Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024
		Increase (Decrease) Due to
		Volume				Rate				Net
		(Dollars in thousands)
Interest-earning assets
Loans (1)		$	951			$	606			$	1,557
Securities (1)			119				377				496
Other investments - at cost			(10	)			(13	)			(23	)
Short-term investments			252				(88	)			164
Total interest-earning assets			1,312				882				2,194
Interest-bearing liabilities
Interest-bearing checking accounts			63				119				182
Savings accounts			2				2				4
Money market accounts			422				190				612
Time deposits			55				(1,615	)			(1,560	)
Short-term borrowings and long-term debt			(404	)			(5	)			(409	)
Total interest-bearing liabilities			138				(1,309	)			(1,171	)
Change in net interest and dividend income (1)		$	1,174			$	2,191			$	3,365

(1)

Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income to agree to the amount reported in the consolidated statements of net income. See “Explanation of Use of Non-GAAP Financial Measurements.”

Net interest income increased $3.4 million, or 22.8%, to $18.1 million, for the three months ended September 30, 2025, from $14.7 million for the three months ended September 30, 2024. The increase in net interest income was due to an increase in interest and dividend income of $2.2 million, or 7.9%, and a decrease in interest expense of $1.2 million, or 8.9%. The increase in interest income was primarily due to a $112.6 million, or 4.6%, increase in average interest-earning assets and an increase in the average yield on interest-earning assets of 12 basis points, from the three months ended September 30, 2024 to the three months ended September 30, 2025.

The net interest margin increased 41 basis points from 2.40% for the three months ended September 30, 2024 to 2.81% for the three months ended September 30, 2025. The net interest margin, on a tax-equivalent basis, increased 41 basis points from 2.42%, for the three months ended September 30, 2024 to 2.83% for the three months ended September 30, 2025. The average yield on interest-earning assets, without the impact of tax-equivalent adjustments, increased 13 basis points from 4.54% for the three months ended September 30, 2024 to 4.67%, for the three months ended September 30, 2025. The average loan yield, without the impact of tax-equivalent adjustments, increased 11 basis points from 4.90% for the three months ended September 30, 2024 to 5.01% for the three months ended September 30, 2025. During the three months ended September 30, 2025, average interest-earning assets increased $112.6 million, or 4.6% to $2.6 billion, primarily due to an increase in average loans of $73.8 million, or 3.6%, an increase in average short-term investments, consisting of cash and cash equivalents, of $20.3 million, or 63.5%, and an increase in average securities of $19.4 million, or 5.5%.

The average cost of total funds, including non-interest bearing accounts and borrowings, decreased 30 basis points from 2.24% for the three months ended September 30, 2024 to 1.94% for the three months ended September 30, 2025. The average cost of core deposits, which the Company defines as all deposits except time deposits, increased 11 basis points from 0.93% for the three months ended September 30, 2024 to 1.04% for the three months ended September 30, 2025. The average cost of time deposits decreased 93 basis points from 4.44% for the three months ended September 30, 2024 to 3.51% for the three months ended September 30, 2025. The average cost of borrowings, including subordinated debt, decreased two basis points from 5.05% for the three months ended September 30, 2024 to 5.03%, for the three months ended September 30, 2025. Average demand deposits, an interest-free source of funds, increased $22.6 million, or 4.0%, from $559.2 million, or 25.7% of total average deposits, for the three months ended September 30, 2024, to $581.8 million, or 25.0% of total average deposits, for the three months ended September 30, 2025.

Provision for Credit Losses.

The provision for credit losses is reviewed by management based upon our evaluation of economic and business conditions affecting our key lending areas and other conditions, such as new loan products, credit quality trends (including trends in nonaccrual loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions using reasonable and supportable forecasts and the impact that such conditions were believed to have had on the collectability of the loan portfolio.

During the three months ended September 30, 2025, the Company recorded a provision for credit losses of $1.3 million, compared to a provision for credit losses of $941,000 during the three months ended September 30, 2024. The $352,000, or 37.4%, increase in the provision for credit losses was primarily due to an increase in unfunded commitments during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and a slight deterioration in macroeconomic forecasts. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve Bank’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, tariffs, inflation and concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment.

The Company recorded net charge-offs of $43,000 for the three months ended September 30, 2025, as compared to net charge-offs of $98,000 for the three months ended September 30, 2024.

Although we believe that we have established and maintained the allowance for credit losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment.

Non-interest Income.

Non-interest income increased $32,000, or 1.0%, to $3.2 million for the three months ended September 30, 2025, from $3.1 million for the three months ended September 30, 2024. During the three months ended September 30, 2025, service charges and fees on deposits increased $211,000, or 9.0%, income from BOLI increased $12,000, or 2.6%, from $470,000 for the three months ended September 30, 2024 to $482,000 for the three months ended September 30, 2025. During the three months ended September 30, 2025, the Company reported $117,000 in other income from loan-level swap fees on commercial loans, compared to $74,000 during the three months ended September 30, 2024.

During the three months ended September 30, 2025, the Company reported an unrealized gain on marketable equity securities of $22,000, compared to an unrealized gain on marketable equity securities of $10,000 during the three months ended September 30, 2024. During the three months ended September 30, 2024, the Company reported income of $246,000 on mortgage banking activities due to the sale of $20.1 million in fixed rate residential real estate loans to the secondary market. The Company did not sell any residential loans during the three months ended September 30, 2025.

Non-interest Expense.

For the three months ended September 30, 2025, non-interest expense increased $1.4 million, or 9.5%, to $15.8 million from $14.4 million for the three months ended September 30, 2024. Salaries and employee benefits increased $1.1 million, or 13.5%, to $9.2 million, due to an increase in deferred compensation expense to reflect updated performance award estimates, advertising expense increased $162,000, or 59.8%, data processing expense increased $47,000, or 5.4%, FDIC insurance expense increased $38,000, or 11.2%, software expenses increased $40,000, or 6.5%, occupancy expense increased $20,000, or 1.6%, and other non-interest expense increased $94,000, or 7.1%. During the same period, these increases were partially offset by a decrease in professional fees of $80,000, or 14.8%, a decrease in furniture and equipment expense of $30,000, or 6.2%, and a decrease in net debit card processing and ATM network costs of $16,000, or 2.5%.

For the three months ended September 30, 2025, the efficiency ratio was 74.2%, compared to 80.6% for the three months ended September 30, 2024. The decrease in the efficiency ratio was driven by an increase in total revenues, defined as the sum of net interest income and non-interest income, of $3.4 million, or 19.0%, during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Income Taxes.

Income tax expense for the three months ended September 30, 2025 was $1.0 million, or an effective tax rate of 24.5%, compared to $618,000, or an effective tax rate of 24.5%, for the three months ended September 30, 2024.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

General.

For the nine months ended September 30, 2025, the Company reported net income of $10.1 million, or $0.50 per diluted share, compared to $8.4 million, or $0.40 per diluted share, for the nine months ended September 30, 2024. Return on average assets and return on average equity were 0.50% and 5.64% for the nine months ended September 30, 2025, respectively, compared to 0.44% and 4.74% for the nine months ended September 30, 2024, respectively.

Net Interest and Dividend Income.

The following tables set forth the information relating to our average balance and net interest income for the nine months ended September 30, 2025 and 2024, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

		Nine Months Ended September 30,
		2025												2024
		Average								Average Yield/				Average								Average Yield/
		Balance				Interest				Cost (8)				Balance				Interest				Cost (8)
		(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans (1)(2)		$	2,089,208			$	78,250				5.01	%		$	2,025,858			$	74,058				4.88	%
Securities (2)			371,541				7,627				2.74				356,340				6,376				2.39
Other investments - at cost			14,959				526				4.70				14,248				473				4.43
Short-term investments (3)			62,260				2,041				4.38				18,634				682				4.89
Total interest-earning assets			2,537,968				88,444				4.66				2,415,080				81,589				4.51
Total non-interest-earning assets			156,704												154,894
Total assets		$	2,694,672											$	2,569,974
LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts		$	155,894				1,127				0.97			$	132,708				759				0.76
Savings accounts			186,561				137				0.10				183,872				128				0.09
Money market accounts			698,302				11,352				2.17				623,216				8,689				1.86
Time deposit accounts			695,312				19,600				3.77				655,700				21,217				4.32
Total interest-bearing deposits			1,736,069				32,216				2.48				1,595,496				30,793				2.58
Short-term borrowings and long-term debt			122,076				4,598				5.04				158,183				5,909				4.99
Interest-bearing liabilities			1,858,145				36,814				2.65				1,753,679				36,702				2.80
Non-interest-bearing deposits			574,814												555,253
Other non-interest-bearing liabilities			23,216												24,931
Total non-interest-bearing liabilities			598,030												580,184
Total liabilities			2,456,175												2,333,863
Total equity			238,497												236,111
Total liabilities and equity		$	2,694,672											$	2,569,974
Less: Tax-equivalent adjustment (2)							(362	)											(343	)
Net interest and dividend income						$	51,268											$	44,544
Net interest rate spread (4)											1.99	%											1.70	%
Net interest rate spread, on a tax equivalent basis (5)											2.01	%											1.71	%
Net interest margin (6)											2.70	%											2.46	%
Net interest margin, on a tax equivalent basis (7)											2.72	%											2.48	%
Ratio of average interest-earning assets to average interest-bearing liabilities											136.59	%											137.72	%

(1)

Loans, including nonaccrual loans, are net of deferred loan origination costs and unadvanced funds.

(2)

Loan and securities income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported on the consolidated statements of net income.

(3)

Short-term investments include federal funds sold.

(4)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)

Net interest rate spread, on a tax-equivalent basis, represents the difference between the tax-equivalent weighted average yield on interest-earning assets and the tax-equivalent weighted average cost of interest-bearing liabilities. See “Explanation of Use of Non-GAAP Financial Measurements.”

(6)

Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets.

(7)

Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. See “Explanation of Use of Non-GAAP Financial Measurements.”

(8)

Annualized.

Rate/Volume Analysis .

The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest and dividend income and interest expense during the periods indicated. Information is provided in each category with respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); (2) interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and (3) the net change.

The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

		Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
		Increase (Decrease) Due to
		Volume				Rate				Net
		(Dollars in thousands)
Interest-earning assets
Loans (1)		$	2,280			$	1,912			$	4,192
Securities (1)			269				982				1,251
Other investments - at cost			23				30				53
Short-term investments			1,595				(236	)			1,359
Total interest-earning assets			4,167				2,688				6,855
Interest-bearing liabilities
Interest-bearing checking accounts			132				236				368
Savings accounts			2				7				9
Money market accounts			1,042				1,621				2,663
Time deposits			1,271				(2,888	)			(1,617	)
Short-term borrowings and long-term debt			(1,350	)			39				(1,311	)
Total interest-bearing liabilities			1,097				(985	)			112
Change in net interest and dividend income		$	3,070			$	3,673			$	6,743

(1)

Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income to agree to the amount reported in the consolidated statements of net income. See “Explanation of Use of Non-GAAP Financial Measurements.”

During the nine months ended September 30, 2025, net interest income increased $6.7 million, or 15.1%, to $51.3 million, compared to $44.5 million for the nine months ended September 30, 2024. The increase in net interest income was primarily due to an increase in interest income of $6.8 million, or 8.4%.

For the nine months ended September 30, 2025, the net interest margin increased 24 basis points from 2.46% for the nine months ended September 30, 2024 to 2.70%. The net interest margin, on a tax-equivalent basis, was 2.48% for the nine months ended September 30, 2024, compared to 2.72% for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the Company recorded $459,000 in prepayment penalties related to payoffs in the commercial portfolio, compared to $8,000 during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company had a fair value hedge which contributed seven basis points to the net interest margin. The net interest margin, excluding prepayment penalties and fees and income from fair value hedge, a non-GAAP financial measure, increased 29 basis points from 2.39% for the nine months ended September 30, 2024 to 2.68% for the nine months ended September 30, 2025, respectively. The fair value hedge matured in October of 2024. See “Explanation of Use of Non-GAAP Financial Measurements” for the related net interest margin, excluding prepayment penalties and fees and income from fair value hedge, calculation and a reconciliation of GAAP to non-GAAP financial measures.

The average yield on interest-earning assets, without the impact of tax-equivalent adjustments, was 4.64% for the nine months ended September 30, 2025, compared to 4.49% for the nine months ended September 30, 2024. The average loan yield, without the impact of tax-equivalent adjustments, was 4.98% for the nine months ended September 30, 2025, compared to 4.86% for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, average interest-earning assets increased $122.9 million, or 5.1%, to $2.5 billion, from the same period in 2024. The increase was primarily due to an increase in average loans of $63.4 million, or 3.1%, an increase in average short-term investments, consisting of cash and cash equivalents, of $43.6 million and an increase in average securities of $15.2 million, or 4.3%.

The average cost of total funds, including non-interest bearing accounts and borrowings, was 2.02% for the nine months ended September 30, 2025, compared to 2.12% for the nine months ended September 30, 2024. The average cost of core deposits, which the Company defines as all deposits except time deposits, increased 18 basis points to 1.04% for the nine months ended September 30, 2025, from 0.86% for the nine months ended September 30, 2024. The average cost of time deposits decreased 55 basis points from 4.32% for the nine months ended September 30, 2024 to 3.77% for the nine months ended September 30, 2025. The average cost of borrowings, including subordinated debt, increased five basis points from 4.99% for the nine months ended September 30, 2024 to 5.04% for the nine months ended September 30, 2025. Average demand deposits, an interest-free source of funds, increased $19.6 million, or 3.5%, from $555.3 million, or 25.8% of total average deposits, for the nine months ended September 30, 2024 to $574.8 million, or 24.9% of total average deposits, for the nine months ended September 30, 2025.

Provision for Credit Losses.

During the nine months ended September 30, 2025, the Company recorded a provision for credit losses of $820,000, compared to a provision for credit losses of $97,000 during the nine months ended September 30, 2024. The $723,000 increase in the provision for credit losses was primarily due to an increase in unfunded commitments, changes in the loan mix and a slight deterioration in the macroeconomic environment. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve Bank’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, tariffs, inflation and concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment.

The Company recorded net recoveries of $513,000 for the nine months ended September 30, 2025, as compared to net charge-offs of $41,000 for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Company recorded a recovery of $624,000 on a previously charged-off commercial relationship acquired on October 21, 2016 from Chicopee Bancorp, Inc. As of June 30, 2025, the relationship has been paid in full.

Although we believe that we have established and maintained the allowance for credit losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment.

Non-interest Income.

For the nine months ended September 30, 2025, non-interest income decreased $306,000, or 3.2%, from $9.6 million during the nine months ended September 30, 2024 to $9.3 million. During the same period, service charges and fees on deposits increased $463,000, or 6.7%, and income from BOLI increased $46,000, or 3.2%. During the nine months ended September 30, 2025, the Company reported $212,000 in other income from loan-level swap fees on commercial loans, compared to $74,000 during the same period in 2024. During the nine months ended September 30, 2025, the Company reported a gain of $243,000 on non-marketable equity investments, compared to a gain of $987,000 during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Company reported unrealized gains on marketable equity securities of $42,000, compared to unrealized gains on marketable equity securities of $22,000 during the nine months ended September 30, 2024. Gains and losses from the investment portfolio vary from quarter to quarter based on market conditions, as well as the related yield curve and valuation changes. During the nine months ended September 30, 2025, the Company reported $11,000 in gains from mortgage banking activities, compared to $246,000 during the nine months ended September 30, 2024 due to the sale of fixed rate residential real estate loans. In addition, during the nine months ended September 30, 2024, the Company reported a loss on the disposal of premises and equipment of $6,000 and did not have a comparable gain or loss during the nine months ended September 30, 2025.

Non-interest Expense.

For the nine months ended September 30, 2025, non-interest expense increased $3.1 million, or 7.2%, to $46.6 million, compared to $43.5 million for the nine months ended September 30, 2024. The increase in non-interest expense was primarily due to an increase in salaries and employee benefits of $2.2 million, or 9.1%, due to an increase in deferred compensation expense to reflect updated performance award estimates. Advertising expense increased $346,000, or 36.1%, data processing expense increased $154,000, or 6.0%, FDIC insurance expense increased $135,000, or 12.6%, occupancy expense increased $116,000, or 3.1%, software related expenses increased $79,000, or 4.2%, debit card and ATM processing fees increased $40,000, or 2.2%, and other non-interest expense increased $130,000, or 3.3%. Professional fees decreased $61,000, or 3.6%, and furniture and equipment expense decreased $19,000, or 1.3%.

For the nine months ended September 30, 2025, the efficiency ratio was 76.9%, compared to 80.3% for the nine months ended September 30, 2024. The decrease in the efficiency ratio was driven by higher revenues, defined as the sum of net interest income and non-interest income, during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Income Taxes.

Income tax expense for the nine months ended September 30, 2025 was $3.1 million, representing an effective tax rate of 23.6%, compared to $2.2 million, representing an effective tax rate of 20.9%, for the nine months ended September 30, 2024. The increase is due to higher projected pre-tax income for the twelve months ended December 31, 2025.

Explanation of Use of Non-GAAP Financial Measurements.

We believe that it is common practice in the banking industry to present interest income and related yield information on tax-exempt loans and securities on a tax-equivalent basis, as well as presenting tangible book value per share and that such information is useful to investors because it facilitates comparisons among financial institutions. However, the adjustment of interest income and yields on tax-exempt loans and securities to a tax-equivalent amount, as well as the presentation of tangible book value per share may be considered to include financial information that is not in compliance with GAAP. A reconciliation from GAAP to non-GAAP is provided below.

		At September 30, 2025				At December 31, 2024
		(Dollars in thousands, except per share data)
Book Value per Share (GAAP)		$	11.89			$	11.30
Non-GAAP adjustments:
Goodwill			(0.61	)			(0.60	)
Core deposit intangible			(0.06	)			(0.07	)
Tangible Book Value per Share (non-GAAP)		$	11.22			$	10.63

		Three Months Ended								Nine Months Ended
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
		(Dollars in thousands)
Loan income (no tax adjustment)		$	26,690			$	25,134			$	77,888			$	73,715
Tax-equivalent adjustment (1)			120				119				362				343
Loan income (tax-equivalent basis)		$	26,810			$	25,253			$	78,250			$	74,058
Net interest income (no tax adjustment)		$	18,092			$	14,728			$	51,268			$	44,544
Tax-equivalent adjustment (1)			120				119				362				343
Net interest income (tax-equivalent basis)		$	18,212			$	14,847			$	51,630			$	44,887

		Three Months Ended								Nine Months Ended
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
		(Dollars in thousands)
Net interest income (no tax adjustment)		$	18,092			$	14,728			$	51,268			$	44,544
Less:
Prepayment penalties and fees			34				—				459				8
Income from fair value hedge			—				434				—				1,324
Adjusted net interest income (non-GAAP)		$	18,058			$	14,294			$	50,809			$	43,212
Average interest-earning assets		$	2,553,849			$	2,441,236			$	2,537,968			$	2,415,080
Net interest margin (no tax adjustment)			2.81	%			2.40	%			2.70	%			2.46	%
Net interest margin (tax-equivalent)			2.83	%			2.42	%			2.72	%			2.48	%
Net interest margin, excluding prepayment penalties and fees and income from fair value hedge (no tax adjustment) (non-GAAP)			2.81	%			2.33	%			2.68	%			2.39	%

(1)

The tax equivalent adjustment is based upon a 21% tax rate.

Liquidity and Capital Resources.

The term “liquidity” refers to our ability to generate adequate amounts of cash to fund loan originations, loan purchases, deposit withdrawals and operating expenses. Our primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of investment securities and funds provided by our operations. We also can borrow funds from the FHLB based on eligible collateral of loans and securities. Our material cash commitments include funding loan originations, fulfilling contractual obligations with third-party service providers, maintaining operating leases for certain of our Bank properties and satisfying repayment of our long-term debt obligations.

Primary Sources of Liquidity

The Company, on an ongoing basis, closely monitors the Company’s liquidity position for compliance with internal policies, and believes that available sources of liquidity are adequate to meet funding needs in the normal course of business.  As part of that monitoring process, the Company stresses the potential liabilities calculation to ensure a strong liquidity position.  Included in the calculation are assumptions of some significant deposit run-off as well as funds needed for loan closing and investment purchases. The Company does not anticipate engaging in any activities, either currently or over the long term, for which adequate funding would not be available and which would therefore result in significant pressure on liquidity.  However, an economic recession could negatively impact the Company’s liquidity.  The Bank relies heavily on FHLB as a source of funds, particularly with its overnight line of credit.  In past economic recessions, some FHLB branches have suspended dividends, cut dividend payments, and not bought back excess FHLB stock that members hold in an effort to conserve capital.  FHLB has stated that it expects to be able to continue to pay dividends, redeem excess capital stock, and provide competitively priced advances in the future.

At September 30, 2025 and December 31, 2024, outstanding borrowings from the FHLB were $98.0 million. At September 30, 2025, we had $468.7 million in available borrowing capacity with the FHLB. We have the ability to increase our borrowing capacity with the FHLB by pledging investment securities or additional loans.

The Company has an available line of credit of $365.2 million with the FRB Discount Window at an interest rate determined and reset on a daily basis. Borrowings from the FRB Discount Window are secured by certain eligible loan collateral and securities from the Company’s investment portfolio not otherwise pledged. As of September 30, 2025 and December 31, 2024, there were no advances outstanding under the FRB Discount Window.

In addition, we have available lines of credit of $15.0 million and $10.0 million with other correspondent banks. Interest rates on these lines are determined and reset on a daily basis by each respective bank. At September 30, 2025 and December 31, 2024, we did not have an outstanding balance under either of these lines of credit. In addition, we may enter into reverse repurchase agreements with approved broker-dealers. Reverse repurchase agreements are agreements that allow us to borrow money using our securities as collateral.

We also have outstanding at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. We are also obligated under agreements with the FHLB to repay borrowed funds and are obligated under leases for certain of our branches and equipment.

Maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds.

The Company’s primary activities are the origination of commercial real estate loans, commercial and industrial loans and residential real estate loans, as well as and the purchase of mortgage-backed and other investment securities. At September 30, 2025, the Company had approximately $174.6 million in loan commitments and letters of credit to borrowers and approximately $378.2 million in available home equity and other unadvanced lines of credit.

Deposit inflows and outflows are affected by the level of interest rates, the products and interest rates offered by competitors and by other factors. At September 30, 2025, time deposit accounts scheduled to mature within one year totaled $664.2 million. Based on the Company’s deposit retention experience and current pricing strategy, we anticipate that a significant portion of these time deposits will remain on deposit. We monitor our liquidity position frequently and anticipate that it will have sufficient funds to meet our current funding commitments for the next 12 months and beyond.

Material Cash Commitments

The Company entered into a long-term contractual obligation with a vendor for use of its banking software system provider and ancillary services beginning in 2016. Total remaining contractual obligations outstanding with this vendor as of September 30, 2025 were estimated to be $4.5 million, with the total amount of $4.5 million expected to be paid within one year. Further, the Company has operating leases for certain of its banking offices and ATMs. Our leases have remaining lease terms of less than one year to thirteen years, some of which include options to extend the leases for additional five-year terms up to ten years. Undiscounted lease liabilities totaled $8.0 million as of September 30, 2025. Principal payments expected to be made on our lease liabilities during the twelve months ended September 30, 2026 were $1.4 million. The remaining lease liability payments totaled $6.6 million and are expected to be made after September 30, 2026.

In addition, the Company completed an offering of $20 million in aggregate principal amount of its 4.875% Notes to certain qualified institutional buyers in a private placement transaction on April 20, 2021. Unless earlier redeemed, the Notes mature on May 1, 2031. At September 30, 2025, $19.8 million aggregate principal amount of the Notes was outstanding. The Notes will bear interest from the initial issue date to, but excluding, May 1, 2026, or the earlier redemption date, at a fixed rate of 4.875% per annum, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year, beginning August 1, 2021, and from and including May 1, 2026, but excluding the maturity date or earlier redemption date, equal to the benchmark rate, which is the 90-day average secured overnight financing rate, plus 412 basis points, determined on the determination date of the applicable interest period, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year. The Company may also redeem the Notes, in whole or in part, on or after May 1, 2026, and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve.

At September 30, 2025, we exceeded each of the applicable regulatory capital requirements. As of September 30, 2025, the most recent notification from the Office of Comptroller of the Currency categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized,” the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes would change our category.

Our actual capital ratios of September 30, 2025 and December 31, 2024 are also presented in the following table.

		Actual								Minimum For Capital Adequacy Purpose								Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount				Ratio				Amount				Ratio				Amount				Ratio
		(Dollars in thousands)
September 30, 2025
Total Capital (to Risk Weighted Assets):
Consolidated		$	289,376				14.30	%		$	161,940				8.00	%			N/A				N/A
Bank			274,530				13.58				161,686				8.00			$	202,108				10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated			248,109				12.26				121,455				6.00				N/A				N/A
Bank			253,044				12.52				121,265				6.00				161,686				8.00
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated			248,109				12.26				91,092				4.50				N/A				N/A
Bank			253,044				12.52				90,949				4.50				131,370				6.50
Tier 1 Leverage Ratio (to Adjusted Average Assets):
Consolidated			248,109				9.11				108,968				4.00				N/A				N/A
Bank			253,044				9.30				108,876				4.00				136,095				5.00

		Actual								Minimum For Capital Adequacy Purpose								Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount				Ratio				Amount				Ratio				Amount				Ratio
		(Dollars in thousands)
December 31, 2024
Total Capital (to Risk Weighted Assets):
Consolidated		$	285,545				14.38	%		$	158,884				8.00	%			N/A				N/A
Bank			270,879				13.65				158,744				8.00			$	198,430				10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated			245,663				12.37				119,163				6.00				N/A				N/A
Bank			250,748				12.64				119,058				6.00				158,744				8.00
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated			245,663				12.37				89,372				4.50				N/A				N/A
Bank			250,748				12.64				89,293				4.50				128,979				6.50
Tier 1 Leverage Ratio (to Adjusted Average Assets):
Consolidated			245,663				9.14				107,461				4.00				N/A				N/A
Bank			250,748				9.34				107,390				4.00				134,237				5.00

We also have outstanding, at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows.

OFF-BALANCE SHEET ARRANGEMENTS.

The Company does not have any off-balance sheet arrangements, other than noted above under Material Cash Commitments, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our assessment of our sensitivity to market risk since our presentation in our 2024 Annual Report. Please refer to Item 7A of the 2024 Annual Report for additional information.

ITEM 4: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussion regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Except as set forth in Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2024, the Company was not involved in any material pending legal proceedings as a plaintiff or as a defendant, other than routine legal proceedings occurring in the ordinary course of business. We believe that all such claims and actions currently pending against us, if any, are either adequately covered by insurance or would not have a material adverse effect on us if decided in a manner unfavorable to us.

ITEM 1A. RISK FACTORS.

For a summary of risk factors relevant to our operations, see Part 1, Item 1A, “Risk Factors” in our 2024 Annual Report. There are no additional material changes in the risk factors relevant to our operations since December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth information with respect to purchases made by us of our common stock during the three months ended September 30, 2025.

Period			Total Number of Shares Purchased				Average Price Paid per Share ($)				Total Number of Shares Purchased as Part of Publicly Announced Programs				Maximum Number of Shares that May Yet Be Purchased Under the Program (1)
July 1 - 31, 2025				2,535				9.74				2,535				972,465
August 1 – 31, 2025				—				—				—				972,465
September 1 - 30, 2025				—				—				—				972,465
Total				2,535				9.74				2,535				972,465

(1)

On April 22, 2025, the Board authorized a stock repurchase plan (the “2025 Plan”), under which the Company is authorized to repurchase up to 1,000,000 shares of its common stock, which is approximately 4.8% of the Company’s outstanding shares of common stock as of the date the 2025 Plan was adopted.

There were no sales by us of unregistered securities during the three months ended September 30, 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5. OTHER INFORMATION.

During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

On November 5, 2025, the Company and Daniel A. Marini agreed to terminate Mr. Marini’s Change in Control Agreement dated as of January 1, 2022 (the “CIC Agreement”) and filed with the Securities and Exchange Commission as Exhibit 10.21 of the Form 10-K on March 10, 2023, resulting from Mr. Marini’s voluntary resignation from the position of Senior Vice President, Retail Banking and Marketing and appointment as Senior Vice President, Marketing and Sales Administration, effective August 4, 2025. In connection with Mr. Marini’s voluntary resignation, the CIC Agreement terminated on November 5, 2025 pursuant to its terms.

ITEM 6.

EXHIBITS.

Exhibit Number		Exhibit Description
3.2		Restated Articles of Organization of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission on October 26, 2016).
3.3		Amended and Restated Bylaws of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission on February 2, 2017).
4.1		Form of Stock Certificate of Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**		Financial statements from the quarterly report on Form 10-Q of Western New England Bancorp, Inc. for the quarter ended September 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Net Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*

Filed herewith.

**

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 7, 2025.

	Western New England Bancorp, Inc.
	By:	/s/ James C. Hagan
		James C. Hagan
		President and Chief Executive Officer
	By:	/s/ Guida R. Sajdak
		Guida R. Sajdak
		Executive Vice President and Chief Financial Officer