Bankwell Financial Group, Inc. 10-K

Item 8. Financial Statements and Supplementary Data The financial statements and supplementary data required by this item are presented in the order shown below: Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 ) Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Income for the years ended December 31, 2023 and 2022 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and 2022 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 Notes to Consolidated Financial Statements 63 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Bankwell Financial Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Bankwell Financial Group, Inc. and its subsidiaries (the Company) as of December 31, 2023 and 2022 , the related consolidated statements of income, comprehensive income (loss), shareholders' equity, and cash flows for the years then ended and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 , and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023 , based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 12, 2024 , expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Change in accounting principle As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for the recognition and measurement of credit losses in 2023 due to the adoption of Accounting Standard Codification Topic 326, Financial Instruments ‑ Credit Losses. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee of the board of directors and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses on Loans and Unfunded Commitments As described in Notes 1 and 5 to the consolidated financial statements, the Company’s allowance for credit losses for loans totaled $27.9 million as of December 31, 2023 , which consists of an allowance for collectively evaluated loans of $27.0 million and an allowance for individually evaluated loans of $0.9 million. The Company’s allowance for credit losses for unfunded commitments totaled $0.9 million as of December 31, 2023 . Management estimates the allowance based on credit losses believed to be in the Company’s loan portfolio over the life of its loans, segmented by portfolio and risk classification, at the balance sheet date. The Company’s allowance for credit losses on loans consists of a component relating to collectively evaluated loans and a component relating to individually evaluated loans. The allowance for collectively evaluated loans is derived from lifetime loss rate models that calculate expected losses over the life of each loan based on exposure at default, loan attributes, and reasonable, supportable economic forecasts, adjusted for qualitative adjustments considered by management. The lifetime loss rate models rely upon historical losses from a broad cross section of U.S. banks and management reviews the banks included in the loss rate models that determine the loss rates. To further refine the expected losses, management selects a group of peer banks to scale the loss rate models to produce an allowance that is representative of the Company’s loan portfolio and geographic area (“peer scalar”). The allowance for credit losses on unfunded commitments is based on the same assumptions as funded loans and also considers the expected utilization of unfunded commitments. To account for economic uncertainty, the Company incorporates multiple economic scenarios in determining the allowance for credit losses. The scenarios include various projections based on variables such as Gross Domestic Product, interest rates, 64 property price indices, and employment measures, among others. The scenarios are probability-weighted based on available information at the time the calculation is conducted. Management considers qualitative adjustments to expected credit loss estimates for information not already captured in the quantitative loss estimation models. The measurement of expected credit losses is influenced by the Company’s judgment of market conditions, changes in loan composition or concentrations, performance trends, regulatory changes, uncertainty in macroeconomic forecasts, or other asset specific risk characteristics. Key assumptions used in the models include portfolio segmentation, the peer scalar, forecasted economic scenarios, qualitative adjustments, and the expected utilization of unfunded commitments, among others. Loan portfolios are segmented by loan level attributes such as loan type, size, date of origination, and delinquency status to create homogenous loan pools. Pool level metrics are calculated, and loss rates are subsequently applied to the pools as the loans have similar characteristics. We identified the selection of the models being used in determining the loss rates, peer bank determinations for scaling, forecasted economic scenarios, qualitative adjustments, and expected utilization of unfunded commitments components of the allowance for credit losses for loans and the allowance for credit losses on unfunded loan commitments (herein referred to as “the allowance”) as a critical audit matter because auditing the underlying assumptions in those components involved a high degree of complexity and auditor judgment given the high degree of subjectivity exercised by management in developing the allowance, which resulted in an increase in audit effort and the use of an internal economic specialist due to the impact these assumptions have on the accounting estimate. Our audit procedures related to management’s selection of the models being used in determining the loss rates, peer bank determinations for scaling, forecasted economic scenarios, qualitative adjustments, and expected utilization of unfunded commitments components of the allowance included the following, among others: – We obtained an understanding of the relevant controls related to management’s selection of the models being used in determining the loss rates, peer bank determinations for scaling, forecasted economic scenarios, qualitative adjustments, and expected utilization of unfunded commitments components of the allowance and tested such controls for design and operating effectiveness. – We evaluated management’s judgments and assumptions used in the development of the qualitative factors for reasonableness, and tested the reliability of the underlying data on which these factors are based, by comparing information to source documents and external information sources. – We tested management’s process and significant judgments in the selection of the models being used in determining the loss rates, peer bank determinations for scaling, forecasted economic scenarios, and expected utilization of unfunded commitments of the allowance for credit losses, which included: • Evaluating the reasonableness of management’s judgments related to the establishment of the models being used in determining the loss rates and expected utilization of unfunded commitments and testing the completeness and accuracy of data used by management in determining inputs to the models by agreeing those inputs to internal information sources . • Evaluating management’s considerations and data utilized as a basis for the peer bank determinations for scaling used in the loss rate models and testing the completeness and accuracy of the underlying data by tracing the data to independent sources. • Evaluating management’s considerations and selection of forecasted economic scenarios and weightings, and testing the reasonableness of the underlying data, which included Gross Domestic Product, interest rates, property price indices, and employment measures , among others, by comparing these forecasts to external and internal information sources that were available to management, which included the use of an internal economic specialist. • We obtained and assessed the reasonableness of model validations performed by a reputable third party evaluating the statistical documentation and process used by management in validating the models established by the vendor. /s/ RSM US LLP We have served as the Company’s auditor since 2017. Hartford, Connecticut March 12, 2024 65 Bankwell Financial Group, Inc. Consolidated Balance Sheets (In thousands, except share data) December 31, 2023 2022 ASSETS Cash and due from banks $ 267,521 $ 344,925 Federal funds sold 1,636 10,754 Cash and cash equivalents 269,157 $ 355,679 Investment securities Marketable equity securities, at fair value 2,070 1,988 Available for sale investment securities, at fair value 109,736 103,663 Held to maturity investment securities, at amortized cost (fair values of $ 15,903 and $ 15,435 at December 31, 2023 and 2022, respectively) 15,817 15,983 Total investment securities 127,623 121,634 Loans receivable (net of ACL-Loans of $ 27,946 and $ 22,431 at December 31, 2023 and 2022, respectively) 2,685,301 2,646,384 Accrued interest receivable 14,863 13,070 Federal Home Loan Bank stock, at cost 5,696 5,216 Premises and equipment, net 27,018 27,199 Bank-owned life insurance 51,435 50,243 Goodwill 2,589 2,589 Deferred income taxes, net 9,383 7,422 Other assets 22,417 23,013 Total assets $ 3,215,482 $ 3,252,449 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities Deposits Noninterest bearing deposits $ 346,172 $ 404,559 Interest bearing deposits 2,390,585 2,396,259 Total deposits 2,736,757 2,800,818 Advances from the Federal Home Loan Bank 90,000 90,000 Subordinated debentures (face value of $ 70,000 and $ 70,000 at December 31, 2023 and 2022, respectively, less unamortized debt issuance costs of $ 795 and $ 1,041 at December 31, 2023 and 2022, respectively) 69,205 68,959 Accrued expenses and other liabilities 53,768 54,203 Total liabilities 2,949,730 3,013,980 Commitments and contingencies (Note 12) Shareholders’ equity Common stock, no par value; 10,000,000 shares authorized, 7,882,616 and 7,730,699 shares issued and outstanding at December 31, 2023 and 2022, respectively 118,247 115,018 Retained earnings 149,169 123,640 Accumulated other comprehensive loss ( 1,664 ) ( 189 ) Total shareholders’ equity 265,752 238,469 Total liabilities and shareholders’ equity $ 3,215,482 $ 3,252,449 See Notes to Consolidated Financial Statements 66 Bankwell Financial Group, Inc. Consolidated Statements of Income (In thousands, except share data) Year Ended December 31, 2023 2022 Interest and dividend income Interest and fees on loans $ 170,181 $ 111,242 Interest and dividends on securities 4,126 3,203 Interest on cash and cash equivalents 14,147 3,500 Total interest and dividend income 188,454 117,945 Interest expense Interest expense on deposits 86,906 19,364 Interest expense on borrowings 7,080 3,838 Total interest expense 93,986 23,202 Net interest income 94,468 94,743 Provision for loan losses 866 5,437 Net interest income after provision for loan losses 93,602 89,306 Noninterest income Gains and fees from sales of loans 1,972 1,236 Bank owned life insurance 1,192 1,069 Service charges and fees 1,629 1,072 Other 49 ( 337 ) Total noninterest income 4,842 3,040 Noninterest expense Salaries and employee benefits 24,595 22,237 Occupancy and equipment 8,665 8,297 Data processing 2,888 2,632 Professional services 3,538 3,887 Director fees 1,812 1,394 FDIC insurance 4,164 1,638 Marketing 651 366 Other 4,088 3,912 Total noninterest expense 50,401 44,363 Income before income tax expense 48,043 47,983 Income tax expense 11,380 10,554 Net income $ 36,663 $ 37,429 Earnings Per Common Share: Basic $ 4.71 $ 4.84 Diluted $ 4.67 $ 4.79 Weighted Average Common Shares Outstanding: Basic 7,587,768 7,563,363 Diluted 7,647,411 7,640,218 Dividends per common share $ 0.80 $ 0.80 See Notes to Consolidated Financial Statements 67 Bankwell Financial Group, Inc. Consolidated Statements of Comprehensive Income (In thousands) Year Ended December 31, 2023 2022 Net income $ 36,663 $ 37,429 Other comprehensive income (loss): Unrealized gains (losses) on securities: Unrealized holding gains (losses) on available for sale securities 1,149 ( 10,817 ) Reclassification adjustment for gains realized in net income — — Net change in unrealized gains (losses) 1,149 ( 10,817 ) Income tax (expense) benefit ( 209 ) 2,416 Unrealized gains (losses) on securities, net of tax 940 ( 8,401 ) Unrealized (losses) gains on interest rate swaps: Unrealized (losses) gains on interest rate swaps ( 3,065 ) 21,598 Income tax benefit (expense) 650 ( 4,825 ) Unrealized (losses) gains on interest rate swaps, net of tax ( 2,415 ) 16,773 Total other comprehensive (loss) income, net of tax ( 1,475 ) 8,372 Comprehensive income $ 35,188 $ 45,801 See Notes to Consolidated Financial Statements 68 Bankwell Financial Group, Inc. Consolidated Statements of Shareholders’ Equity (In thousands, except share data) Number of Outstanding Shares Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Balance at January 1, 2022 7,803,166 $ 118,148 $ 92,400 $ ( 8,561 ) $ 201,987 Net income — — 37,429 — 37,429 Other comprehensive income, net of tax — — — 8,372 8,372 Cash dividends declared ($ 0.80 per share) — — ( 6,189 ) — ( 6,189 ) Stock-based compensation expense — 2,362 — — 2,362 Issuance of restricted stock 114,995 — — — — Forfeitures of restricted stock ( 24,087 ) — — — — Stock options exercised 3,000 48 — — 48 Repurchase of common stock ( 166,375 ) ( 5,540 ) — — ( 5,540 ) Balance at December 31, 2022 7,730,699 115,018 123,640 ( 189 ) 238,469 Cumulative effect of change in accounting principle (ASU No. 2016-13,net of tax) — — ( 4,893 ) — ( 4,893 ) Balance as of January 1, 2023 as adjusted for changes in accounting principle 7,730,699 115,018 118,747 ( 189 ) 233,576 Net income — — 36,663 — 36,663 Other comprehensive income, net of tax — — — ( 1,475 ) ( 1,475 ) Cash dividends declared ($ 0.80 per share) — — ( 6,241 ) — ( 6,241 ) Stock-based compensation expense — 3,074 — — 3,074 Issuance of restricted stock 158,675 — — — — Forfeitures of restricted stock ( 15,438 ) — — — — Stock options exercised 8,680 155 — — 155 Balance at December 31, 2023 7,882,616 $ 118,247 $ 149,169 $ ( 1,664 ) $ 265,752 See Notes to Consolidated Financial Statements 69 Bankwell Financial Group, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2023 2022 Cash flows from operating activities Net income $ 36,663 $ 37,429 Adjustments to reconcile net income to net cash provided by operating activities: Net amortization of premiums and discounts on investment securities 54 310 Provision for loan losses 866 5,437 Credit for deferred income taxes ( 191 ) ( 1,964 ) Change in fair value of marketable equity securities ( 31 ) 212 Depreciation and amortization 3,623 3,366 Amortization of debt issuance costs 246 166 Increase in cash surrender value of bank-owned life insurance ( 1,192 ) ( 1,069 ) Gains and fees from sales of loans ( 1,972 ) ( 1,236 ) Stock-based compensation 3,074 2,362 Loss (gain) on sale of premises and equipment 13 ( 20 ) Net change in: Deferred loan fees ( 1,431 ) 3,820 Accrued interest receivable ( 1,793 ) ( 5,558 ) Other assets ( 2,941 ) 18,473 Accrued expenses and other liabilities ( 3,061 ) 20,940 Net cash provided by operating activities 31,927 82,668 Cash flows from investing activities Proceeds from principal repayments on available for sale securities 4,862 7,614 Proceeds from principal repayments on held to maturity securities 223 5,056 Purchases of available for sale securities ( 9,847 ) ( 32,212 ) Purchases of marketable equity securities ( 51 ) ( 31 ) Purchases of held to maturity securities ( 50 ) ( 4,990 ) Net increase in loans ( 65,942 ) ( 838,031 ) Proceeds from sales of loans not originated for sale 25,028 58,793 Purchases of premises and equipment, net ( 2,045 ) ( 4,958 ) (Purchase) of Federal Home Loan Bank stock ( 480 ) ( 2,402 ) Net cash used in investing activities ( 48,302 ) ( 811,161 ) See Notes to Consolidated Financial Statements 70 Bankwell Financial Group, Inc. Consolidated Statements of Cash Flows - Continued (In thousands) Cash flows from financing activities Net change in time certificates of deposit $ 88,683 $ 769,132 Net change in other deposits ( 152,744 ) ( 92,313 ) Net change in FHLB advances — 40,000 Proceeds from exercise of options 155 48 Issuance of subordinated debt — 34,352 Dividends paid on common stock ( 6,241 ) ( 6,189 ) Repurchase of common stock — ( 5,540 ) Net cash (used in) provided by financing activities ( 70,147 ) 739,490 Net (decrease) increase in cash and cash equivalents ( 86,522 ) 10,997 Cash and cash equivalents: Beginning of year 355,679 344,682 End of period $ 269,157 $ 355,679 Supplemental disclosures of cash flows information: Cash paid for: Interest $ 86,042 $ 17,786 Income taxes 12,102 11,521 Noncash investing and financing activities Loans transferred to other real estate owned $ — $ — Premises and equipment transferred to held for sale — — Net change in unrealized losses or gains on available-for-sale securities ( 1,149 ) ( 10,817 ) Net change in unrealized losses or gains on interest rate swaps ( 3,065 ) 21,598 Establishment of right-of-use-asset and lease liability 1,410 — Transfer of Loans from held for-investment to held-for-sale 23,058 57,558 See Notes to Consolidated Financial Statements 71 Bankwell Financial Group, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations and Summary of Significant Accounting Policies Bankwell Financial Group, Inc. (the "Parent Corporation") is a bank holding company headquartered in New Canaan, Connecticut. The Parent Corporation offers a broad range of financial services through its banking subsidiary, Bankwell Bank (the "Bank" and, collectively with the Parent Corporation and the Parent Corporation's subsidiaries, "we", "our", "us", or the "Company"). The Bank is a Connecticut state chartered commercial bank, founded in 2002, whose deposits are insured under the Deposit Insurance Fund administered by the Federal Deposit Insurance Corporation (“FDIC”). The Bank provides a wide range of services to clients in our market, an area encompassing approximately a 100 mile radius around our branch network. In addition, the Bank pursues certain types of commercial lending opportunities outside our market, particularly where we have strong relationships. The Bank operates nine branches in New Canaan, Stamford, Fairfield, Westport, Darien, Norwalk, and Hamden, Connecticut. Principles of Consolidation The consolidated financial statements include the accounts of the Company and the Bank, including its wholly owned passive investment company subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities as of the date of the consolidated balance sheet and revenue and expenses for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the ACL-Loans, derivative instrument valuation, investment securities valuation, ACL-Securities, and deferred income taxes valuation. Segments The Company has one reportable segment. All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, lending is dependent upon the ability of the Company to fund itself with deposits and borrowings while managing the interest rate and credit risk. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment or unit. Basis of Consolidated Financial Statement Presentation The consolidated financial statements have been prepared in accordance with GAAP and general practices within the banking industry. Such policies have been followed on a consistent basis. Cash and Cash Equivalents and Statement of Cash Flows Cash and due from banks and federal funds sold are recognized as cash equivalents in the consolidated statements of cash flows. Federal funds sold generally mature in one day. For purposes of reporting cash flows, all highly liquid debt instruments purchased with an original maturity of three months or less are considered to be cash equivalents. Cash flows from loans and deposits are reported net. The balances of cash and due from banks and federal funds sold, at times, may exceed federally insured limits. The Company has not experienced any losses from such concentrations. Investment Securities Management determines the appropriate classifications of investment securities at the date individual investment securities are acquired, and the appropriateness of such classifications is reaffirmed at each balance sheet date. The Company’s investments are categorized as marketable equity, available for sale or held to maturity securities. Held to maturity investments are carried at amortized cost. Available for sale securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss) as a separate component of capital, net of estimated income taxes. Marketable equity securities are carried at fair value, with any changes in fair value reported in earnings. The sale of a held to maturity security within three months of its maturity date or after collection of at least 85% of the principal outstanding at the time the security was acquired is considered a maturity for purposes of classification and disclosure. 72 Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains or losses on the sales of securities are recognized at trade date utilizing the specific identification method. Transfers of debt securities into the held to maturity classification from the available for sale classification are made at fair value on the date of transfer. The unrealized holding gain or loss on the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the held to maturity securities. Such amounts are amortized over the remaining contractual lives of the securities. When transfers of debt securities into the available for sale classification from the held to maturity classification occur, any unrealized holding gains or losses on the transfer date are recognized in other comprehensive income. Allowance for Credit Losses - Securities ("ACL-Securities") Effective January 1, 2023, pursuant to ASU No. 2016-13, each quarter the Company individually evaluates the available for sale debt securities and held to maturity securities for impairment credit losses. Available for sale securities include U.S. Treasuries, mortgage-backed securities, and corporate bonds. U.S. Treasuries and mortgaged-backed securities are guaranteed by the U.S. Government and as a result, management has a zero loss expectation. No ACL-Securities was recorded for these securities as of December 31, 2023. For the corporate bond portfolio, the Company developed a metric which includes each issuer’s current credit ratings and key financial performance metrics to assess the underlying performance of each issuer. The analysis of the issuers’ performance and the intent of the Company to retain these securities support the determination that there was no expected credit loss, and therefore, no ACL-Securities were recognized on the corporate bond portfolio as of December 31, 2023. Of our held to maturity securities portfolio, one security’s fair value was less than its amortized cost as of December 31, 2023. Since this is a highly rated state agency and municipal obligation, the Company's expectation of nonpayment of the amortized cost basis is zero. No allowance for ALC-Securities was recorded for this security as of December 31, 2023. Bank Owned Life Insurance The investment in bank owned life insurance (“BOLI”) represents the cash surrender value of life insurance policies on the lives of certain Bank employees who have provided positive consent allowing the Bank to be the beneficiary of such policies. Increases in the cash value of the policies, as well as insurance proceeds received, are recorded in noninterest income, and are not subject to income taxes. The financial strength of the insurance carrier is reviewed prior to the purchase of BOLI and annually thereafter. Federal Home Loan Bank Stock Federal Home Loan Bank of Boston (“FHLB”) stock is a non-marketable equity security that is carried at cost. There are no quoted market prices for this security and the security is not liquid. The Company can sell these securities back to the FHLB at par. Loans Held For Sale Loans held for sale are those loans which management has the intent to sell in the foreseeable future, and are carried at the lower of aggregate cost or market value. Net unrealized losses, if any, are recognized by a valuation allowance through a charge to noninterest income. Realized gains and losses on the sale of loans are recognized on the trade date and are determined by the difference between the sale proceeds and the carrying value of the loans. Loans may be sold with servicing rights released or retained. At the time of the sale, management records a servicing asset for the value of any retained servicing rights, which represents the present value of the differential between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the role of servicer, after considering the estimated effects of prepayments. Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the transferor does not maintain effective control over the transferred assets through either (a) an agreement that both entitles and obligates the transferor to repurchase or redeem the assets before maturity or (b) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call. Loans Receivable Loans receivable that management has the ability and intent to hold for the foreseeable future or until maturity or payoff are stated at their current unpaid principal balances, net of the ACL-Loans, charge-offs, recoveries, net deferred loan origination fees and unamortized loan premiums. Past due or delinquency status for all loans is based on the number of days past due in accordance with its contractual payment terms. 73 A loan is individually evaluated when it is probable that all contractual principal or interest payments due will not be collected in accordance with the terms of the loan agreement. Individually evaluated loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral, if the loan is collateral dependent. Credit losses, if any, and any subsequent changes are recorded as adjustments to the ACL-Loans. Individually evaluated loans also include loans modified where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. Loans greater than 90 days past due are put on nonaccrual status. Loans are also placed on nonaccrual status when, in the opinion of management, full collection of principal and interest is doubtful. Interest previously accrued, but uncollected, is reversed against current period income. Subsequent payments are recognized on a cash basis or principal recapture basis depending on a number of factors including probability of collection and if a credit loss is identified. A nonaccrual loan is restored to accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt. Management reviews all nonaccrual loans, other loans past due 90 days or more, and restructured loans for credit losses. In most cases, loan payments that are past due less than 90 days are considered minor collection delays and the related loans may not be individually evaluated. Consumer installment loans are considered to be pools of small balance homogeneous loans, which are collectively evaluated for credit losses. Modifications made to a loan are considered under ASU 2022-02 when two conditions are met: 1) the borrower is experiencing financial difficulties and 2) the modification constitutes a concession that is not in line with market rates and/or terms. Modified terms are dependent upon the financial position and needs of the individual borrower. Debt may be bifurcated with separate terms for each tranche of the restructured debt. The decision to restructure a loan, versus aggressively enforcing the collection of the loan, may benefit the Company by increasing the ultimate probability of collection. If a performing loan is restructured into a modification it remains in performing status. If a nonperforming loan is restructured into a modification, it continues to be carried in nonaccrual status. Nonaccrual classification may be removed if the borrower demonstrates compliance with the modified terms for a minimum of six months. Modifications are reported as such for at least one year from the date of restructuring. In years after the restructuring, loans may be removed from this classification if the restructuring agreement specifies a market rate of interest equal to that which would be provided to a borrower with similar credit at the time of restructuring and the loan is not deemed to be a credit loss based on the modified terms. Acquired Loans Acquired loans that met the criteria for nonaccrual of interest prior to the acquisition are considered performing upon acquisition, regardless of whether the client is contractually delinquent, if the Company can reasonably estimate the timing and amount of the expected cash flows on such loans and if the Company expects to fully collect the new carrying value of the loans. As such, the Company may no longer consider the loan to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable yield. The Company has determined that it can reasonably estimate future cash flows on the Company’s current portfolio of acquired loans that are past due 90 days or more, and on which the Company is accruing interest and the Company expects to fully collect the carrying value of the loans. Allowance for Credit Losses-Loans ("ACL-Loans") and Allowance for Credit Losses-Unfunded commitments ("ACL-Unfunded commitments") In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASC 326”), which requires the measurement of all expected credit losses for financial assets held at amortized cost to be based on historical experience, current condition, and reasonable and supportable forecasts. The Company adopted this guidance effective January 1, 2023 and recorded a cumulative effect adjustment that increased the allowance for credit losses for loans and loan commitments by $ 6.4 million , increased deferred tax assets by $ 1.5 million , and decreased retained earnings by $ 4.9 million , net of tax. The ACL-Loans is measured on each loan’s amortized cost basis, excluding interest receivable, and is initially recognized upon origination or purchase of the loan, and subsequently remeasured on a recurring basis. The ACL-Loans is recognized as a contra-asset, and credit loss expense is recorded as a provision for loan losses in the consolidated statements of income. Loan losses are charged off against the ACL-Loans when management believes the loan is uncollectible. Subsequent recoveries, if any, are credited to the ACL-Loans. Loans are normally placed on nonaccrual status if it is probable that the Company will be unable to collect the full payment of principal and interest when due according to the contractual terms of the loan agreement, or the loan is past due for a period of 90 days or more unless the obligation is well-secured and is in the process of collection. The Company generally does not recognize an allowance for credit losses ("ACL") on accrued interest receivables, consistent with its policy to reverse interest income when interest is 90 days or more past due. 74 The Company also records an ACL-Unfunded commitments, which is based on the same assumptions as funded loans and also considers the probability of funding. The ACL is recognized as a liability, and credit loss expense is recorded as a provision for unfunded loan commitments within the provision for credit losses in the Consolidated statements of income. For collectively evaluated loans and related unfunded commitments, the Company utilizes software provided by a third party, which includes various models for forecasting expected credit losses, to calculate its ACL. Management selected lifetime loss rate models, utilizing CRE, C&I, and Consumer specific models, to calculate the expected losses over the life of each loan based on exposure at default, loan attributes and reasonable, supportable economic forecasts. The models selected by the Company in its ACL calculation rely upon historical losses from a broad cross section of U.S. banks that also utilize the same third party for ACL calculations. Management reviewed the third party’s analysis of the banks included in the models as part of their model development dataset and determined the Company’s loan portfolio composition by property type, balance distribution by loan age, and delinquency status are similar, which supports the use of these loss rate models. The Company also noted the third party’s model development dataset has loan concentrations that are evenly distributed across the United States, while the Company’s portfolio is mainly concentrated in the Northeast. Based on the disparate regional concentration, management determined that a select group of peer banks is necessary to scale the loss rate models to produce an ACL that is more representative of the Company’s loan portfolio. This peer-based calibration, called a "peer scalar", utilizes the loss rates of a subset of peer banks to appropriately scale the initial model results. These peers have been selected by the Company given their similar characteristics, such as loan portfolio composition and location, to better align the models’ results to the Company’s expected losses. Key assumptions used in the models include portfolio segmentation, risk rating, forecasted economic scenarios, the peer scalar, and the expected utilization of unfunded commitments, among others. Our loan portfolios are segmented by loan level attributes such as loan type, size, date of origination, and delinquency status to create homogenous loan pools. Pool level metrics are calculated, and loss rates are subsequently applied to the pools as the loans have similar characteristics. To account for economic uncertainty, the Company incorporates multiple economic scenarios in determining the ACL. The scenarios include various projections based on variables such as Gross Domestic Product, interest rates, property price indices, and employment measures, among others. The scenarios are probability-weighted based on available information at the time the calculation is conducted. As part of our ongoing governance of ACL, scenario weightings and model parameters are reviewed periodically by management and are subject to change, as deemed appropriate. The Company also considers qualitative adjustments to expected credit loss estimates for information not already captured in the quantitative loss estimation models. Qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Qualitative loss factors are based on the Company’s judgment of market, changes in loan composition or concentrations, performance trends, regulatory changes, uncertainty of macroeconomic forecasts, and other asset specific risk characteristics. When loans do not share risk characteristics with other financial assets they are evaluated individually. Management applies its normal loan review procedures in making these judgments. Individually evaluated loans consist of loans with credit quality indicators which are substandard or doubtful. The Company also individually evaluates all insurance premium loans. While insurance premium loans are considered consumer loans, the third-party Consumer ACL model is designed for unsecured lending, whereas these loans are secured. To account for the fully secured structure of this type of loan, management determined each loan will be individually evaluated, regardless of the credit quality indicators. These loans are evaluated based upon their collateral, which primarily consists of cash, cash surrender value life insurance, and in some cases real estate. In determining the ACL-Loans for individually evaluated loans, the Company generally applies a discounted cash flow method for instruments that are individually assessed. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable and where the borrower is experiencing financial difficulty, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. Fair value is generally calculated based on the value of the underlying collateral less an appraisal discount and the estimated cost to sell. Loan modifications In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (ASU 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminated the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The Company adopted ASU 2022-02 effective January 1, 2023 and the impact was immaterial. 75 Interest and Fees on Loans Interest on loans is accrued and included in income based on contractual rates applied to principal amounts outstanding. Accrual of interest is discontinued when loan payments are 90 days or more past due, based on contractual terms, or when, in the judgment of management, collectability of the loan or loan interest becomes uncertain. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. Subsequent recognition of income occurs only to the extent payment is received subject to management’s assessment of the collectability of the remaining interest and principal. A nonaccrual loan is restored to accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt. Loan origination fees, net of direct loan origination costs, are deferred and amortized as an adjustment to the loan’s yield generally over the contractual life of the loan, utilizing the interest method. Goodwill and Intangibles Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Intangible assets are assets acquired in a business combination that lack physical substance but can be distinguished from goodwill because the intangible asset is capable of being sold or exchanged on its own or in combination with related contracts, assets or liabilities. Intangible assets are amortized on a straight-line or accelerated basis over estimated lives. Goodwill is not amortized. Goodwill and identifiable intangible assets are evaluated for impairment annually or whenever events or changes in circumstances indicate the carrying value of these assets may not be recoverable. When these assets are evaluated for impairment, if the carrying amount exceeds fair value, an impairment charge is recorded to income. The fair value is based on observable market prices, when practicable. Other valuation techniques may be used when market prices are unavailable, including estimated discounted cash flows. This type of analysis contains uncertainties because it requires management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. In the event of future changes in fair value, the Company may be exposed to an impairment charge that could be material. Other Real Estate Owned Assets acquired through deed in lieu or loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed. Premises and Equipment Premises and equipment are stated at cost, net of accumulated depreciation and amortization. Leasehold improvements are capitalized and amortized over the shorter of the terms of the related leases or the estimated economic lives of the improvements. Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the software. Depreciation and amortization is charged to operations using the straight-line method over the estimated useful lives of the related assets which range from three to thirty-nine years . Gains and losses on dispositions are recognized upon realization. Maintenance and repairs are expensed as incurred and improvements are capitalized. Assets Held for Sale Assets held for sale (excluding loans) consist of real estate properties that are expected to sell within a year. The assets are reported at the lower of the carrying amount or fair value less costs to sell. Depreciation is not recognized on any assets that are classified as held for sale. Leases The Company recognizes and measures it leases in accordance with ASC 842, " Leases" . The Company leases real estate for its branch and headquarter offices under various operating lease agreements. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and right-of-use-asset (ROUA) at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. The discount rate is the implicit rate if it's readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rates of our leases are not readily determinable and accordingly, we use our incremental borrowing rate based on the information available at the commencement date for all leases. The ROUA is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus any unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of any lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term. The ROUA is included in premises and equipment, net and the lease liability is included in accrued expenses and other liabilities on the consolidated balance sheets. 76 Impairment of Long-Lived Assets Long-lived assets, including premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to noninterest expense. Servicing Rights When loans are sold on a servicing retained basis, servicing rights are initially recorded at fair value with the income statement effect recorded in noninterest income. All classes of servicing assets are subsequently measured using the amortization method, which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the life of the underlying loans. Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount. Any impairment is reported as a valuation allowance, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to income. Changes in the valuation allowance are reported with service charges and fees income on the consolidated statements of income. The fair values of servicing rights are subject to fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. Loans serviced for others are not included in the accompanying consolidated balance sheets. Servicing fee income, which is included in service charges and fees on the income statement, is recorded for fees earned for servicing loans. Fees earned for servicing loans are based on a contractual percentage of the outstanding principal amount of the loan and are recorded as income when earned. The amortization of servicing rights is recorded in noninterest income. Income Taxes The Company recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that all or some portion of the deferred tax assets will not be realized. In the ordinary course of business there is inherent uncertainty in quantifying the Company’s income tax positions. Income tax positions and recorded tax benefits assessed for all years are subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, we have determined the amount of the tax benefit to be recognized by estimating the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company has $ 1.0 million and $ 265 thousand of liabilities for uncertain tax positions at December 31, 2023 and 2022, respectively. Where applicable, associated interest and penalties have also been recognized. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Advertising Costs Advertising costs are expensed as incurred. Stock Compensation The Company measures and recognizes compensation cost relating to share-based payment transactions based on the grant-date fair value of the equity instruments issued. The fair value of time-based restricted stock is recorded based on the grant date fair value of the Company’s common stock. For performance based grants, the Company records an expense over the vesting period based on (a) the probability that the performance metric will be met and (b) the fair market value of the Company’s stock at the date of the grant. The fair value of stock options is determined using the Black-Scholes Option Pricing model. Stock-based compensation costs are recognized over the requisite service period for the awards. Compensation expense reflects the number of awards expected to vest and is adjusted based on awards that ultimately vest. The Company recognizes forfeitures as they occur. 77 Earnings Per Share Unvested restricted stock awards that contain non-forfeitable rights to dividends, are participating securities, and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted stock awards qualify as participating securities. Net income is allocated between the common stock and participating securities pursuant to the two-class method. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating unvested restricted stock awards. Diluted EPS is computed in a similar manner, except that the denominator includes the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method. Comprehensive Income Comprehensive income represents the sum of net income and items of other comprehensive income or loss, including net unrealized gains or losses on securities available for sale and net unrealized gains or losses on derivatives accounted for as cash flow hedges. The Company’s total comprehensive income or loss for the years ended December 31, 2023 and 2022 is reported in the Consolidated Statements of Comprehensive Income. Fair Values of Financial Instruments The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Fair value 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 certain instances, there are no quoted market prices for certain assets or liabilities. 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 asset or liability. Fair value measurements focus on exit prices in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at either December 31, 2023 or December 31, 2022. The estimated fair value amounts have been measured as of the respective period-ends, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end. Derivative Instruments The effective portion of unrealized changes in the fair value of derivatives accounted for as cash flow hedges is reported in other comprehensive income and subsequently reclassified to earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The Bank assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The interest rate swap assets are presented in other assets and the interest rate swap liabilities are presented in accrued expenses and other liabilities in the consolidated balance sheets. The hedge strategy converts the contractually specified interest rate on short-term rolling FHLB advances or brokered deposits to long-term fixed interest rates, thereby protecting the Bank from interest rate variability. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes. The Company has one pay-fixed portfolio layer method fair value swap, designated as a hedging instrument, with a total notional amount of $ 150 million. The Company designated the fair value swap under the portfolio layer method. Under this method, the hedged item is designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments will be made to record the swap at fair value on the Consolidated Balance Sheets, with changes in fair value recognized in interest income. The carrying value of the fair value swap on the 78 Consolidated Balance Sheets will also be adjusted through interest income, based on changes in fair value attributable to changes in the hedged risk. The Company also has derivatives not designated as hedges. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain loan clients. The Company executes interest rate swaps with commercial banking clients to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client derivatives and the offsetting derivatives are recognized directly in earnings. Related Party Transactions Directors and officers of the Company and their affiliates have been clients of and have had transactions with the Company, and it is expected that such persons will continue to have such transactions in the future. Management believes that all deposit accounts, loans, services and commitments comprising such transactions were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other clients who are not directors or officers. In the opinion of management, the transactions with related parties did not involve more than normal risks of collectability, nor favored treatment or terms, nor present other unfavorable features. Note 22 contains details regarding related party transactions. Common Share Repurchases The Company is incorporated in the state of Connecticut. Connecticut law does not provide for treasury shares, rather shares repurchased by the Company constitute authorized, but unissued shares. GAAP states that accounting for treasury stock shall conform to state law. Therefore, the cost of shares repurchased by the Company has been allocated to common stock balances. Reclassification Certain prior period amounts may be reclassified to conform to the 2023 financial statement presentation. These reclassifications only change the reporting categories and do not affect the consolidated results of operations or consolidated financial position of the Company. 79 Recent Accounting Pronouncements The following section includes changes in accounting principles and potential effects of new accounting guidance and p ronouncements. Recently issued accounting pronouncements not yet adopted ASU No. 2023-09—Income Taxes (Topic 740): "Improvements to Income Tax Disclosures": The amendments in this update provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The Company believes this ASU will not have a material impact on existing disclosures and will continue to monitor for SEC action, and plan accordingly for adoption. ASU No. 2023-06, Disclosure Improvements: “Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”: The amendments in this Update modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. Because of the variety of Topics amended, a broad range of entities may be affected by one or more of those amendments. The summary of the amendments applicable to the Company include: Statement of Cash Flows - Requires an accounting policy disclosure in annual periods of where cash flows associated with derivative instruments and their related gains and losses are presented in the statement of cash flows. Accounting Changes and Error Corrections - Requires that when there has been a change in the reporting entity, the entity disclose any material prior-period adjustment and the effect of the adjustment on retained earnings in interim financial statements. Earnings Per Share - Requires disclosure of the methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be made during interim periods. Amends illustrative guidance to illustrate disclosure of the methods used in the diluted earnings-per-share computation. Interim Reporting - Conforms to the amendments made to Topic 250 (Accounting Changes and Error Correction). Commitments - Requires disclosure of assets mortgaged, pledged, or otherwise subject to lien and the obligations collateralized. Debt - Requires disclosure of amounts and terms of unused lines of credit and unfunded commitments and the weighted-average interest rate on outstanding short-term borrowings. Entities that are not public business entities are not required to provide information about the weighted-average interest rate. Equity - Requires entities that issue preferred stock to disclose preference in involuntary liquidation if the liquidation preference is other than par or stated value. Derivatives - Adds cross-reference to disclosure requirements related to where cash flows associated with derivative instruments and their related gains and losses are presented in the statement of cash flows in Topic 230. Transfers and Servicing—Secured Borrowing and Collateral - Requires: a. That accrued interest be included in the disclosure of liabilities incurred in securities borrowing or repurchase or resale transactions. b. Separate presentation of the aggregate carrying amount of reverse repurchase agreements on the face of the balance sheet if that amount exceeds 10 percent of total assets. c. Disclosure of the weighted-average interest rates of repurchase liabilities for public business entities. d. Disclosure of amounts at risk with an individual counterparty if that amount exceeds more than 10 percent of shareholder’s equity. e. Disclosure for reverse repurchase agreements that exceed 10 percent of total assets on whether there are any provisions in a reverse repurchase agreement to ensure that the market value of the underlying assets remains sufficient. to protect against counterparty default and, if so, the nature of those provisions. Financial Services - Requires that investment companies disclose the components of capital on the balance sheet. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other 80 entities, the amendments will be effective two years later. The amendments in this Update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company believes this ASU will not have a material impact on existing disclosures and will continue to monitor for SEC action, and plan accordingly for adoption. Recently adopted accounting pronouncements ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): “Simplifying the Test for Goodwill Impairment.” This ASU simplifies the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity was required to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, this ASU also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. On October 16, 2019, the FASB voted in favor of a proposal to defer the effective date of this standard in the same manner it is deferring the effective date of ASC 326. The FASB issued ASU No. 2019-10, which officially delayed the adoption of this standard for smaller reporting companies until fiscal years beginning after December 15, 2022. The Company has adopted ASU No. 2017-04 as of March 31, 2023 and it had no impact to the Company's financial statements. ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326 "CECL"): “Measurement of Credit Losses on Financial Instruments.” This ASU changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward looking “expected loss” model that will replace today’s “incurred loss” model and can result in the earlier recognition of credit losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. On November 15, 2019, the FASB issued ASU No. 2019-10, which officially delayed the adoption of this standard for smaller reporting companies (as defined by the SEC) until fiscal years beginning after December 15, 2022. In accordance with ASU No. 2019-10, on January 1, 2023, the Company adopted Topic 326. Upon adoption of CECL, the Company recorded a one-time cumulative effect, pre-tax adjustment of $ 5.1 million to the allowance for credit loss - loans and a corresponding net of tax adjustment to beginning retained earnings. The Company also recorded a one-time cumulative effect, pre-tax adjustment of $ 1.3 million to the allowance for credit losses - unfunded commitments (which is reflected in Accrued expenses and other liabilities on the Consolidated Balanc e Sheets) and a corresponding net of tax adjustment to beginning retained earnings. These impacts are reflected in the Company's first quarter 2023 financial statements. The future impact of CECL on the Company’s allowance for credit losses and provision (credit) for credit losses subsequent to the initial adoption will depend on refinements to key assumptions including forecasting and qualitative factors, as well as changes in the loan portfolio and economic conditions. In addition, the Company also evaluated its Held to maturity investment securities and Available for sale investment securities. The Held to maturity investment securities were related to housing authority bonds in the towns of New Canaan and Stamford, CT. The Company determined these housing authority bonds had remote risk of loss based on the historical performance of housing authority bonds and the strong credit ratings of both the towns of New Canaan and Stamford, CT. The available for sale securities consisted of government backed U.S. Treasuries, Mortgage-Backed Securities, and Corporate Securities. The U.S. Treasuries and Mortgage-Backed Securities were guaranteed by the U.S. Government and had minimal risk of loss. The Corporate Securities had minimal default risk. As such, management concluded that no allowance for expected credit losses was required for the Held to maturity investment securities or the Available for sale investment securities upon adoption of the standard on January 1, 2023. The impact of the CECL adoption on January 1, 2023 was as follows: (in thousands) Change in Consolidated Statement of Conditions Tax Effected Change to Retained Earnings from Adoption of CECL Total ACL- Loans $ 5,079 $ 1,167 $ 3,912 Total ACL-Unfunded Commitments 1,273 292 981 Total impact of CECL adoption $ 6,352 $ 1,459 $ 4,893 81 ASU No. 2022-02, Financial Instruments Credit Losses (Topic 326) : "Troubled Debt Restructurings and Vintage Disclosures" . ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (“TDRs”) in ASC 310-40, “Receivables - Troubled Debt Restructurings by Creditors” for entities that have adopted the current expected credit loss (“CECL”) model introduced by ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13”). ASU 2022-02 also requires that public business entities disclose current-period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, “Financial Instruments—Credit Losses—Measured at Amortized Cost”. ASU 2022-02 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2022-02 on January 1, 2023 and it did not have a material effect on the Company’s consolidated financial statements. ASU No. 2022-06, Reference Rate Reform (Topic 848) ASU No. 2022-06, Reference Rate Reform (Topic 848): “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. The Board included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022 (12 months after the expected cessation date of all currencies and tenors of LIBOR). In March 2021, the FCA announced that the intended cessation date of the overnight 1, 3, 6, and 12 month tenors of USD LIBOR would be June 30, 2023, which was beyond the original sunset date of Topic 848. As the original relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in this Update deferred the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company has adopted ASU No. 2017-04 as of March 31, 2023 and it had no impact to the Company's financial statements. 2. Shareholders’ Equity Common Stock The Company has 10,000,000 shares authorized and 7,882,616 shares issued and outstanding at December 31, 2023 and 10,000,000 shares authorized and 7,730,699 shares issued and outstanding at December 31, 2022. The Company's stock is traded on the Nasdaq stock market under the ticker symbol BWFG. Dividends The Company’s shareholders are entitled to dividends when and if declared by the Board of Directors, out of funds legally available. The ability of the Company to pay dividends depends, in part, on the ability of the Bank to pay dividends to the Company. In accordance with Connecticut statutes, regulatory approval is required to pay dividends in excess of the Bank’s profits retained in the current year plus retained profits from the previous two years. The Bank is also prohibited from paying dividends that would reduce its capital ratios below minimum regulatory requirements. Issuer Purchases of Equity Securities On December 19, 2018, the Company's Board of Directors authorized a share repurchase program of up to 400,000 shares of the Company's Common Stock. On October 27, 2021, the Company's Board of Directors authorized the repurchase of an additional 200,000 shares under its existing share repurchase program. The Company intends to accomplish the share repurchases through open market transactions, though the Company could accomplish repurchases through other means, such as privately negotiated transactions. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The share repurchase plan does not obligate the Company to acquire any particular amount of Common Stock, and it may be modified or suspended at any time at the Company's discretion. During the year ended December 31, 2023, the Company did not have any purchases of shares of its Common Stock. During the year ended December 31, 2022, the Company purchased 166,375 shares of its Common Stock at a weighted average price of $ 33.30 per share. 82 3. Goodwill and Other Intangible Assets Information on goodwill for the years ended December 31, 2023 and 2022 is as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 (In thousands) Balance, beginning of the period $ 2,589 $ 2,589 Impairment — — Balance, end of the period $ 2,589 $ 2,589 The Company tests for goodwill impairment annually as of June 30 th . No impairment was required to be recorded on goodwill in 2023 or 2022. 4. Investment Securities The amortized cost, gross unrealized gains and losses and fair values of available for sale and held to maturity securities segregated by contractual maturity at December 31, 2023 were as follows: December 31, 2023 Amortized Cost Gross Unrealized Fair Value Gains Losses (In thousands) Available for sale securities: U.S. Government and agency obligations Less than one year $ 9,836 $ — $ ( 52 ) $ 9,784 Due from one through five years 55,288 123 ( 2,680 ) 52,731 Due from five through ten years 27,229 — ( 1,630 ) 25,599 Due after ten years 7,923 — ( 811 ) 7,112 Total U.S. Government and agency obligations 100,276 123 ( 5,173 ) 95,226 Corporate bonds Due from five through ten years 15,500 — ( 2,028 ) 13,472 Due after ten years 1,500 — ( 462 ) 1,038 Total Corporate bonds 17,000 — ( 2,490 ) 14,510 Total available for sale securities $ 117,276 $ 123 $ ( 7,663 ) $ 109,736 Held to maturity securities: State agency and municipal obligations Due after ten years $ 15,785 $ 716 $ ( 631 ) $ 15,870 Government-sponsored mortgage backed securities No contractual maturity 32 1 — 33 Total held to maturity securities $ 15,817 $ 717 $ ( 631 ) $ 15,903 83 The amortized cost, gross unrealized gains and losses and fair values of available for sale and held to maturity securities segregated by contractual maturity at December 31, 2022 were as follows: December 31, 2022 Amortized Cost Gross Unrealized Fair Value Gains Losses (In thousands) Available for sale securities: U.S. Government and agency obligations Due from one through five years $ 55,262 $ — $ ( 3,773 ) $ 51,489 Due from five through ten years 31,527 — ( 2,165 ) 29,362 Due after ten years 8,563 — ( 989 ) 7,574 Total U.S. Government and agency obligations 95,352 — ( 6,927 ) 88,425 Corporate bonds Due from five through ten years 15,500 — ( 1,506 ) 13,994 Due after ten years 1,500 — ( 256 ) 1,244 Total corporate bonds 17,000 — ( 1,762 ) 15,238 Total available for sale securities $ 112,352 $ — $ ( 8,689 ) $ 103,663 Held to maturity securities: State agency and municipal obligations Due after ten years $ 15,947 $ 315 $ ( 864 ) $ 15,398 Government-sponsored mortgage backed securities No contractual maturity 36 1 — 37 Total held to maturity securities $ 15,983 $ 316 $ ( 864 ) $ 15,435 There we re no sales of i nvestment securities during the years ended December 31, 2023 or December 31, 2022. At December 31, 2023 and December 31, 2022, none of the Company's securities were pledged as collateral with the Federal Home Loan Bank ("FHLB") or any other institution. As of December 31, 2023, the actual duration of the Company's available for sale securities were significantly shorter than the notional maturities. At December 31, 2023, the Company held marketable equity securities with a fair value of $ 2.1 million and an amortized cost of $ 2.2 million. At December 31, 2022, the Company held marketable equity securities with a fair value of $ 2.0 million and an amortized cost of $ 2.1 million. These securities represent an investment in mutual funds that have a primary objective to make investments for CRA purposes. There were thirty-four investment securities as of December 31, 2023, in which the fair value of the security was less than the amortized cost of the s ecurity. There were thirty-six such investment securities as of December 31, 2022. 84 The following table provides information regarding investment securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2023 and 2022: Length of Time in Continuous Unrealized Loss Position Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Percent Decline from Amortized Cost Fair Value Unrealized Loss Percent Decline from Amortized Cost Fair Value Unrealized Loss Percent Decline from Amortized Cost (Dollars in thousands) December 31, 2023 U.S. Government and agency obligations $ — $ — — % $ 85,243 $ ( 5,173 ) 5.72 % $ 85,243 $ ( 5,173 ) 5.72 % Corporate bonds — — — % 14,510 ( 2,490 ) 14.65 % 14,510 ( 2,490 ) 14.65 % State agency and municipal obligations — — — % 4,076 ( 631 ) 13.41 % 4,076 ( 631 ) 13.41 % Total investment securities $ — $ — — % $ 103,829 $ ( 8,294 ) 7.40 % $ 103,829 $ ( 8,294 ) 7.40 % December 31, 2022 U.S. Government and agency obligations $ 55,443 $ ( 3,027 ) 3.17 % $ 32,982 $ ( 3,900 ) 4.09 % $ 88,425 $ ( 6,927 ) 7.26 % Corporate bonds 8,838 ( 1,162 ) 6.84 % 6,400 ( 600 ) 3.50 % 15,238 ( 1,762 ) 10.34 % State agency and municipal obligations 6,388 ( 85 ) 0.77 % 3,807 ( 779 ) 7.05 % 10,195 ( 864 ) 7.82 % Total investment securities $ 70,669 $ ( 4,274 ) 3.46 % $ 43,189 $ ( 5,279 ) 4.28 % $ 113,858 $ ( 9,553 ) 7.74 % The U.S. Government and agency obligations owned are either direct obligations of the U.S. Government or guaranteed by the U.S. Government. Therefore, the contractual cash flows are guaranteed and as a result the unrealized losses in this portfolio are considered to be only temporarily impaired. The corporate bonds are investments in subordinated debt of federally insured banks, the majority of which are callable after five years o f origination. The Company monitors its corporate bond, state agency and municipal bond portfolios and considers them to have minimal default risk. The Company has the intent and ability to retain its investment securities in an unrealized loss position at December 31, 2023 until the decline in value has recovered or the security has matured. 85 5. Loans Receivable and ACL-Loans The following table sets forth a summary of the loan portfolio at December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 (In thousands) Real estate loans: Residential $ 50,931 $ 60,588 Commercial 1,947,648 1,921,252 Construction 183,414 155,198 2,181,993 2,137,038 Commercial business 500,569 520,447 Consumer 36,045 17,963 Total loans 2,718,607 2,675,448 ACL-Loans ( 27,946 ) ( 22,431 ) Deferred loan origination fees, net ( 5,360 ) ( 6,633 ) Loans receivable, net $ 2,685,301 $ 2,646,384 Lending activities consist of commercial real estate loans, commercial business lo ans and, to a lesser degree, a variety of consumer loans. Loans may also be granted for the construction of commercial properties. The majority of commercial mortgage loans are collateralized by first or second mortgages on real estate. Risk Management The Company has established credit policies applicable to each type of lending activity in which it engages. The Company evaluates the creditworthiness of each client and extends credit of up to 80 % of the market value of the collateral, ( 85 % maximum for owner occupied commercial real estate), depending on the client's creditworthiness and the type of collateral. The client’s ability to service the debt is monitored on an ongoing basis. Real estate is the primary form of collateral. Other important forms of collateral are business assets, time deposits and marketable securities. While collateral provides assurance as a secondary source of repayment, the Company ordinarily requires the primary source of repayment for commercial loans to be based on the client’s ability to generate continuing cash flows. The Company does not provide first or second lien consumer mortgage loans secured by residential properties but has a small legacy portfolio which continues to amortize, pay off due to the sale of the collateral, or refinance away from the Company. Credit Quality of Loans and the Allowance for Credit Losses-Loans (ACL-Loans) Management segregates the loan portfolio into defined segments, which are used to develop and document a systematic method for determining the Company's ACL-Loans. The portfolio segments are segregated based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate. The Company’s loan portfolio is segregated into the following portfolio segments: Residential Real Estate: This portfolio segment consists of first mortgage loans secured by one-to-four family owner occupied residential properties for personal use located in the Company's market area. This segment also includes home equity loans and home equity lines of credit secured by owner occupied one-to-four family residential properties. Loans of this type were written at a combined maximum of 80 % of the appraised value of the property and the Company requires a first or second lien position on the property. These loans can be affected by economic conditions and the values of the underlying properties. Commercial Real Estate: This portfolio segment includes loans secured by commercial real estate, multi-family dwellings, owner-occupied commercial real estate and investor-owned one-to-four family dwellings. Loans secured by commercial real estate generally have larger loan balances and more credit risk than owner occupied one-to-four family mortgage loans. Construction: This portfolio segment includes commercial construction loans for commercial development projects, including apartment buildings and condominiums, as well as office buildings, retail and other income producing properties and land loans, which are loans made with land as collateral. Construction and land development financing generally involves greater credit risk than long-term financing on improved, owner-occupied or leased real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost proves to be inaccurate, the Company may be required to advance additional funds beyond the amount originally committed in 86 order to protect the value of the property. Moreover, if the estimated value of the completed project proves to be inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment through sale or refinance. Construction loans also expose the Company to the risks that improvements will not be completed on time in accordance with specifications and projected costs and that repayment will depend on the successful operation or sale of the properties, which may cause some borrowers to be unable to continue paying debt service, which exposes the Company to greater risk of non-payment and loss. Commercial Business: This portfolio segment includes commercial business loans secured by assignments of corporate assets and personal guarantees of the business owners. Commercial business loans generally have higher interest rates and shorter terms than other loans, but they also have increased difficulty of loan monitoring and a higher risk of default since their repayment generally depends on the successful operation of the borrower’s business. Consumer: This portfolio segment includes loans to finance insurance premiums secured by the cash surrender value of life insurance and marketable securities, overdraft lines of credit, and unsecured personal loans to high net worth individuals. ACL-Loans The following tables set forth the activity in the Company’s ACL-Loans for the years ended December 31, 2023 and December 31, 2022, by portfolio segment: Residential Real Estate Commercial Real Estate Construction Commercial Business Consumer Total (In thousands) For the Year Ended December 31, 2023 Balance As of December 31, 2022 $ 163 $ 15,597 $ 311 $ 6,214 $ 146 $ 22,431 Day 1 effect of CECL 80 4,987 611 ( 1,125 ) 526 5,079 Balance as of January 1, 2023 as adjusted for changes in accounting principle 243 20,584 922 5,089 672 27,510 Charge-offs — ( 824 ) — ( 440 ) ( 83 ) ( 1,347 ) Recoveries — — — 531 39 570 (Credits) provisions ( 94 ) 1,190 777 ( 618 ) ( 42 ) 1,213 Ending balance $ 149 $ 20,950 $ 1,699 $ 4,562 $ 586 $ 27,946 Residential Real Estate Commercial Real Estate Construction Commercial Business Consumer Total (In thousands) For the Year Ended December 31, 2022 Beginning balance $ 504 $ 12,751 $ 4 $ 3,590 $ 53 $ 16,902 Charge-offs — — — — ( 22 ) ( 22 ) Recoveries — 76 — 34 4 114 (Credits) provisions ( 341 ) 2,770 307 2,590 111 5,437 Ending balance $ 163 $ 15,597 $ 311 $ 6,214 $ 146 $ 22,431 We evaluate whether a modification, extension or renewal of a loan is a current period origination in accordance with GAAP. Generally, loans up for renewal are subject to a full credit evaluation before the renewal is granted and such loans are considered current period originations for purpose of the tables below. The following tables present loans by origination and risk designation as of December 31, 2023 and December 31, 2022 (dollars in thousands): 87 Term Loans Amortized Cost Balances by Origination Year 2023 2022 2021 2020 2019 Prior Total Residential Real Estate Loans Pass $ — $ — $ — $ — $ — $ 47,314 $ 47,314 Special Mention — — — — — 140 140 Substandard — — — — — 3,728 3,728 Doubtful — — — — — — — Total Residential Real Estate Loans $ — $ — $ — $ — $ — $ 51,182 $ 51,182 Residential Real Estate charge-off Current period net charge-offs $ — $ — $ — $ — $ — $ — $ — Commercial Real Estate Loans Pass $ 95,881 $ 755,352 $ 310,811 $ 113,554 $ 133,996 $ 429,695 $ 1,839,289 Special Mention 12,333 35,136 13,203 — 2,035 114 62,821 Substandard 18,525 — 19,039 — — 8,121 45,685 Doubtful — — — — — 4,272 4,272 Total Commercial Real Estate Loans $ 126,739 $ 790,488 $ 343,053 $ 113,554 $ 136,031 $ 442,202 $ 1,952,067 Commercial Real Estate charge-off Current period net charge-offs $ — $ — $ 213 $ — $ — $ 611 $ 824 Construction Loans Pass $ 39,627 $ 67,788 $ 41,156 $ 26,156 $ — $ — $ 174,727 Special Mention — — — — — — — Substandard — — — — — 9,362 9,362 Doubtful — — — — — — — Total Construction Loans $ 39,627 $ 67,788 $ 41,156 $ 26,156 $ — $ 9,362 $ 184,089 Construction charge-off Current period net charge-offs $ — $ — $ — $ — $ — $ — $ — Commercial Business Loans Pass $ 121,312 $ 234,997 $ 73,805 $ 9,291 $ 6,504 $ 32,293 $ 478,202 Special Mention — 3,395 1,009 — — — 4,404 Substandard 892 8,934 7,910 — — 2,092 19,828 Doubtful — — — — — 103 103 Total Commercial Business Loans $ 122,204 $ 247,326 $ 82,724 $ 9,291 $ 6,504 $ 34,488 $ 502,537 Commercial Business charge-off Current period net charge-offs $ — $ — $ — $ — $ 440 $ — $ 440 Consumer Loans Pass $ 10,126 $ 25,406 $ — $ — $ — $ 37 $ 35,569 Special Mention — — — — — — — Substandard — — — — — — — Doubtful — — — — — — — Total Consumer Loans $ 10,126 $ 25,406 $ — $ — $ — $ 37 $ 35,569 Consumer charge-off Current period net charge-offs $ 83 $ — $ — $ — $ — $ — $ 83 Total Loans Pass $ 266,946 $ 1,083,543 $ 425,772 $ 149,001 $ 140,500 $ 509,339 $ 2,575,101 Special Mention 12,333 38,531 14,212 — 2,035 254 67,365 Substandard 19,417 8,934 26,949 — — 23,303 78,603 Doubtful — — — — — 4,375 4,375 Total Loans $ 298,696 $ 1,131,008 $ 466,933 $ 149,001 $ 142,535 $ 537,271 $ 2,725,444 Total charge-off Current period net charge-offs $ 83 $ — $ 213 $ — $ 440 $ 611 $ 1,347 88 Term Loans Amortized Cost Balances by Origination Year 2022 2021 2020 2019 2018 Prior Total Residential Real Estate Loans Pass $ — $ — $ — $ — $ 145 $ 56,670 $ 56,815 Special Mention — — — — — 147 147 Substandard — — — — 40 3,819 3,859 Doubtful — — — — — — — Total Residential Real Estate Loans $ — $ — $ — $ — $ 185 $ 60,636 $ 60,821 Residential Real Estate charge-off Current period net charge-offs $ — $ — $ — $ — $ — $ — $ — Commercial Real Estate Loans Pass $ 793,594 $ 364,308 $ 102,569 $ 142,681 $ 80,424 $ 415,810 $ 1,899,386 Special Mention — — — — — 471 471 Substandard — 10,977 — — — 14,252 25,229 Doubtful — — — — — 67 67 Total Commercial Real Estate Loans $ 793,594 $ 375,285 $ 102,569 $ 142,681 $ 80,424 $ 430,600 $ 1,925,153 Commercial Real Estate charge-off Current period net charge-offs $ ( 76 ) $ — $ — $ — $ — $ — $ ( 76 ) Construction Loans Pass $ 85,559 $ 15,379 $ 36,766 $ 7,902 $ — $ — $ 145,606 Special Mention — — — — — — — Substandard — — — — — 9,362 9,362 Doubtful — — — — — — — Total Construction Loans $ 85,559 $ 15,379 $ 36,766 $ 7,902 $ — $ 9,362 $ 154,968 Construction charge-off Current period net charge-offs $ — $ — $ — $ — $ — $ — $ — Commercial Business Loans Pass $ 326,881 $ 122,914 $ 13,048 $ 12,752 $ 7,066 $ 36,009 $ 518,670 Special Mention — — — — — — — Substandard — — — 1,768 8 2,339 4,115 Doubtful — — — — — 215 215 Total Commercial Business Loans $ 326,881 $ 122,914 $ 13,048 $ 14,520 $ 7,074 $ 38,563 $ 523,000 Commercial Business charge-off Current period net charge-offs $ ( 24 ) $ — $ — $ — $ — $ ( 11 ) $ ( 35 ) Consumer Loans Pass $ 16,490 $ — $ — $ — $ — $ 45 $ 16,535 Special Mention — — — — — — — Substandard — — — — — — — Doubtful — — — — — — — Total Consumer Loans $ 16,490 $ — $ — $ — $ — $ 45 $ 16,535 Consumer charge-off Current period net charge-offs $ 18 $ — $ — $ — $ — $ 1 $ 19 Total Loans Pass $ 1,222,524 $ 502,601 $ 152,383 $ 163,335 $ 87,635 $ 508,534 $ 2,637,012 Special Mention — — — — — 618 618 Substandard — 10,977 — 1,768 48 29,772 42,565 Doubtful — — — — — 282 282 Total Loans $ 1,222,524 $ 513,578 $ 152,383 $ 165,103 $ 87,683 $ 539,206 $ 2,680,477 Total charge-off Current period net charge-offs $ ( 82 ) $ — $ — $ — $ — $ ( 10 ) $ ( 92 ) 89 Loans evaluated for credit loss and the related ACL-Loans as of December 31, 2023 and December 31, 2022 were as follows: Portfolio ACL-Loans (In thousands) December 31, 2023 Loans individually evaluated for credit loss: Residential real estate $ 3,711 $ — Commercial real estate 49,935 955 Construction 9,382 — Commercial business 19,848 — Consumer 22,129 — Subtotal 105,005 955 Loans collectively evaluated for credit loss: Residential real estate $ 47,220 $ 149 Commercial real estate 1,897,713 19,995 Construction 174,032 1,699 Commercial business 480,721 4,562 Consumer 13,916 586 Subtotal 2,613,602 26,991 Total $ 2,718,607 $ 27,946 Portfolio ACL-Loans (In thousands) December 31, 2022 Loans individually evaluated for credit loss: Residential real estate $ 3,846 $ — Commercial real estate 25,292 754 Construction 9,382 — Commercial business 4,310 147 Subtotal 42,830 901 Loans collectively evaluated for credit loss: Residential real estate $ 56,742 $ 163 Commercial real estate 1,895,960 14,843 Construction 145,816 311 Commercial business 516,137 6,067 Consumer 17,963 146 Subtotal 2,632,618 21,530 Total $ 2,675,448 $ 22,431 Credit Quality Indicators To measure credit risk for the loan portfolios, the Company employs a credit risk rating system. This risk rating represents an assessed level of the loan’s risk based on the character and creditworthiness of the borrower/guarantor, the capacity of the borrower to adequately service the debt, any credit enhancements or additional sources of repayment, and the quality, value and coverage of the collateral, if any. 90 The objectives of the Company’s risk rating system are to provide the Board of Directors and senior management with an objective assessment of the overall quality of the loan portfolio, to promptly and accurately identify loans with well-defined credit weaknesses so that timely action can be taken to minimize a potential credit loss, to identify relevant trends affecting the collectability of the loan portfolio, to isolate potential problem areas and to provide essential information for determining the adequacy of the ACL-Loans. The Company’s credit risk rating system has nine grades, with each grade corresponding to a progressively greater risk of default. Risk ratings of (1) through (5) are "pass" categories and risk ratings of (6) through (9) are criticized asset categories as defined by the regulatory agencies. A “special mention” (6) credit has a potential weakness which, if uncorrected, may result in a deterioration of the repayment prospects or inadequately protect the Company’s credit position at some time in the future. “Substandard” (7) loans are credits that have a well-defined weakness or weaknesses that jeopardize the full repayment of the debt. An asset rated “doubtful” (8) has all the weaknesses inherent in a substandard asset and which, in addition, make collection or liquidation in full highly questionable and improbable, when considering existing facts, conditions, and values. Loans classified as “loss” (9) are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value; rather, it is not practical or desirable to defer writing-off this asset even though partial recovery may be made in the future. Risk ratings are assigned as necessary to differentiate risk within the portfolio. They are reviewed on an ongoing basis through the annual loan review process performed by Company employees, normal renewal activity and the quarterly Watch List and watched asset report process. They are revised to reflect changes in the borrower's financial condition and outlook, debt service coverage capability, repayment performance, collateral value and coverage as well as other considerations. In addition to internal review at multiple points, outsourced loan review opines on risk ratings with regard to the sample of loans their review covers. The following tables present credit risk ratings by loan segment as of December 31, 2023 and December 31, 2022: Commercial Credit Quality Indicators December 31, 2023 December 31, 2022 Commercial Real Estate Construction Commercial Business Total Commercial Real Estate Construction Commercial Business Total (In thousands) Pass $ 1,835,136 $ 174,032 $ 476,358 $ 2,485,526 $ 1,895,492 $ 145,816 $ 516,136 $ 2,557,444 Special mention 62,577 — 4,362 66,939 468 — — 468 Substandard 43,542 9,382 19,745 72,669 25,224 9,382 4,095 38,701 Doubtful 6,393 — 104 6,497 68 — 216 284 Loss — — — — — — — — Total loans $ 1,947,648 $ 183,414 $ 500,569 $ 2,631,631 $ 1,921,252 $ 155,198 $ 520,447 $ 2,596,897 Residential and Consumer Credit Quality Indicators December 31, 2023 December 31, 2022 Residential Real Estate Consumer Total Residential Real Estate Consumer Total (In thousands) Pass $ 47,082 $ 36,045 $ 83,127 $ 56,597 $ 17,963 $ 74,560 Special mention 138 — 138 145 — 145 Substandard 3,711 — 3,711 3,846 — 3,846 Doubtful — — — — — — Loss — — — — — — Total loans $ 50,931 $ 36,045 $ 86,976 $ 60,588 $ 17,963 $ 78,551 Loan Portfolio Aging Analysis When a loan is 15 days past due, the Company sends the borrower a late notice. The Company attempts to contact the borrower by phone if the delinquency is not corrected promptly after the notice has been sent. When the loan is 30 days past due, the Company mails the borrower a letter reminding the borrower of the delinquency, and attempts to contact the borrower personally to determine the reason for the delinquency and ensure the borrower understands the terms of the loan. If necessary, after the 90th day of delinquency, the Company may take other appropriate legal action. A summary report of all loans 30 days or more past due is provided to the Board of Directors of the Company periodically. Loans greater than 90 days past due are generally put on nonaccrual status. A nonaccrual loan is restored to accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt. A loan is considered to be no longer delinquent when timely payments are made for a period of at least six months (one year for loans providing for quarterly or semi-annual payments) by the borrower in accordance with the contractual terms. 91 The following tables set forth certain information with respect to the Company's loan portfolio delinquencies by portfolio segment as of December 31, 2023 and December 31, 2022: December 31, 2023 30–59 Days Past Due 60–89 Days Past Due 90 Days or Greater Past Due Total Past Due Current Total Loans (In thousands) Real estate loans: Residential real estate $ — $ 1,220 $ 132 $ 1,352 $ 49,579 $ 50,931 Commercial real estate 195 282 1,851 2,328 1,945,320 1,947,648 Construction — — 9,382 9,382 174,032 183,414 Commercial business 6,568 1,648 — 8,216 492,353 500,569 Consumer — — — — 36,045 36,045 Total loans $ 6,763 $ 3,150 $ 11,365 $ 21,278 $ 2,697,329 $ 2,718,607 December 31, 2022 30–59 Days Past Due 60–89 Days Past Due 90 Days or Greater Past Due Total Past Due Current Total Loans (In thousands) Real estate loans: Residential real estate $ 1,969 $ — $ 171 $ 2,140 $ 58,448 $ 60,588 Commercial real estate 66 — 2,540 2,606 1,918,646 1,921,252 Construction — — 9,382 9,382 145,816 155,198 Commercial business 23 — 1,910 1,933 518,514 520,447 Consumer — — — — 17,963 17,963 Total loans $ 2,058 $ — $ 14,003 $ 16,061 $ 2,659,387 $ 2,675,448 There were no loans delinquent greater than 90 days and still accruing interest as of December 31, 2023 or December 31, 2022. Loans on Nonaccrual Status The following is a summary of nonaccrual loans by portfolio segment as of December 31, 2023 and December 31, 2022: December 31, 2023 2022 (In thousands) Residential real estate $ 1,386 $ 2,152 Commercial real estate 23,009 2,781 Commercial business 15,430 2,126 Construction 9,382 9,382 Total $ 49,207 $ 16,441 Interest income on loans that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms for the years ended December 31, 2023 and 2022 w as $ 4.9 million and $ 0.8 million, respectively. There w as no interest income recognized on these loans for the year ended December 31, 2023 and 2022, respectively. At December 31, 2023 and December 31, 2022, there were no commitments to lend additional funds to borrowers on nonaccrual status. Nonaccrual loans with no specific reserve tot aled $ 48.3 million and $ 14.7 million at December 31, 2023 and December 31, 2022, respectively. 92 Individually evaluated loans An individually evaluated loan is generally one for which it is probable, based on current information, that the Company will not collect all the amounts due in accordance with the contractual terms of the loan. Individually evaluated loans are individually evaluated for credit losses. Beginning in the third quarter of 2023, the Company individually evaluated all insurance premium loans within the Consumer portfolio segment, irrespective of credit risk ratings. T he following tables summarize individually evaluated loans by portfolio segment and the related average carrying amount and interest income recognized as of December 31, 2023 and December 31, 2022: As of and for the Year Ended December 31, 2023 Carrying Amount Unpaid Principal Balance Associated ACL-Loans Average Carrying Amount Interest Income Recognized (In thousands) Individually evaluated loans without a valuation allowance: Residential real estate $ 3,711 $ 4,022 $ — $ 3,781 $ 167 Commercial real estate 43,942 45,032 — 41,060 1,684 Construction 9,382 9,382 — 9,382 — Commercial business 19,848 20,502 — 18,081 2,407 Consumer 22,129 22,129 — 20,132 1,144 Total individually evaluated loans without a valuation allowance 99,012 101,067 — 92,436 5,402 Individually evaluated loans with a valuation allowance: Residential real estate — — — — — Commercial real estate 5,993 6,017 955 6,082 234 Commercial business — — — — — Total individually evaluated loans with a valuation allowance 5,993 6,017 955 6,082 234 Total individually evaluated loans $ 105,005 $ 107,084 $ 955 $ 98,518 $ 5,636 As of and for the Year Ended December 31, 2022 Carrying Amount Unpaid Principal Balance Associated ACL-Loans Average Carrying Amount Interest Income Recognized (In thousands) Individually evaluated loans without a valuation allowance: Residential real estate $ 3,846 $ 4,104 $ — $ 3,921 $ 64 Commercial real estate 2,782 3,108 — 2,929 — Construction 9,382 9,382 — 9,293 — Commercial business 2,551 2,793 — 2,684 96 Total individually evaluated loans without a valuation allowance 18,561 19,387 — 18,827 160 Individually evaluated loans with a valuation allowance: Residential real estate — — — — — Commercial real estate 22,511 22,511 754 22,573 576 Commercial business 1,758 1,758 147 653 — Total individually evaluated loans with a valuation allowance 24,269 24,269 901 23,226 576 Total individually evaluated loans $ 42,830 $ 43,656 $ 901 $ 42,053 $ 736 93 Loan Modifications A loan will be considered modified as defined by ASU 2022-02 when both of the following conditions are met: 1) the borrower is experiencing financial difficulties and 2) the modification constitutes a direct change in contractual cash flows for a significant period of time. Modified terms are dependent upon the financial position and needs of the individual borrower. There wer e no n ew loan modifications reportable under ASU 2022-02 at December 31, 2023. Information on loan modifications prior to the adoption of ASU 2022-02 is presented in accordance with the applicable accounting standards in effect at that time. As of December 31, 2022, loan modifications to taled $ 22.2 million. The following table provides information on loans that were modified during the periods presented: Outstanding Recorded Investment Number of Loans Pre-Modification Post-Modification 2023 2022 2023 2022 2023 2022 (Dollars in thousands) Years ended December 31, Commercial real estate — 1 $ — $ 703 $ — $ 703 Residential real estate — — — — — — Commercial business — — — — — — Total — 1 $ — $ 703 $ — $ 703 At December 31, 2023 there were no nonaccrual modified loans. At December 31, 2022, there were seven nonaccrual modified loans which totaled $ 2.5 million. There were no loans modified that re-defaulted during the years ended December 31, 2023 or December 31, 2022. The following table provides information on how loans were modified for the years ended December 31, 2023 and December 31, 2022. December 31, 2023 2022 (In thousands) Rate concession $ — $ — Maturity, rate and payment concession — — Payment concession — 703 Total $ — $ 703 Allowance for Credit Losses (ACL)-Unfunded Commitments As part of the adoption of CECL, the Company has recorded ACL-Unfunded Commitments in A ccrued expenses and other liabilities . The provision is recorded within the Provision for credit losses on the Company’s Consolidated Statements of Income. The following table presents a rollforward of the ACL-Unfunded Commitments for the years ended December 31, 2023 and December 31, 2022: December 31, 2023 2022 Balance at Beginning of period $ 80 $ 170 Reversal of prior unfunded reserve ( 80 ) — Day 1 effect of CECL 1,273 — (Credit) for credit losses (unfunded commitments) 1 ( 347 ) ( 90 ) Balance at end of period $ 926 $ 80 (1) In 2022, unfunded commitments was recorded as "Other" in noninterest expense. 94 Components of Provision for Credit Losses The following table summarizes the Provision for credit losses for the years ended December 31, 2023 and December 31, 2022: December 31, 2023 2022 Provision for credit losses (loans) $ 1,213 $ 5,437 (Credit) for credit losses (unfunded commitments) 1 ( 347 ) — Provision for credit losses $ 866 $ 5,437 (1) In 2022, unfunded commitments was recorded as "Other" in noninterest expense. 6. Premises and Equipment At December 31, 2023 and December 31, 2022, premises and equipment consisted of the following: December 31, 2023 2022 (In thousands) Land $ 850 $ 850 Building 5,057 4,609 Right-of-use asset 12,685 12,832 Leasehold improvements 6,543 6,935 Furniture and fixtures 2,935 2,837 Equipment and software 7,317 6,590 Premises and equipment, gross 35,387 34,653 Accumulated depreciation and amortization ( 8,369 ) ( 7,454 ) Premises and equipment, net $ 27,018 $ 27,199 For the years ended December 31, 2023 and December 31, 2022, depreciation and amortization expense related to premises and e quipment totaled $ 2.1 million and $ 3.4 million, respectively. For the years ended December 31, 2023 and December 31, 2022, depreciation and amortization expense includes amortization of the right-of-use-asset, totaling $ 1.5 million and $ 1.5 million, respectively. 7. Leases As of December 31, 2023, the Company leases real estate for eight branch locations and headquarter office under various operating lease agreements. The branch leases have maturities ranging from 2028 to 2033, some of which include options to extend the lease term. The Company is not r easonably certain to exercise these renewal options, and as a result, these optional periods are not included in determining the lease term. The weighted average remaining life of the lease term for these leases was 6.2 years as of December 31, 2023. The Company utilized a weighted average discount rate of 5.3 % in determining the lease liability for its branch locations and a discount rate of 4.5 % for its headquarter office. The total fixed operating lease costs wer e $ 2.3 million and $ 2.5 million for the years ended December 31, 2023 and December 31, 2022, respectively. The total variable operating lease costs were $ 0.2 million and $ 0.1 million for the years ended December 31, 2023 and December 31, 2022, respectively. The right-of-use-asset, included in premises and equipment, net was $ 12.7 million as of December 31, 2023 and the corresponding lease liability, included in accrued expenses and other liabilities was $ 13.7 million as of December 31, 2023. 95 Future minimum lease payments as of December 31, 2023 are as follows: December 31, 2023 (In thousands) 2024 $ 2,336 2025 2,339 2026 2,293 2027 2,303 2028 2,144 Thereafter 4,985 Total $ 16,400 A reconciliation of the undiscounted cash flows in the maturity table above and the lease liability recognized in the consolidated balance sheet as of December 31, 2023, is shown below: December 31, 2023 (In thousands) Undiscounted cash flows $ 16,400 Discount effect of cash flows ( 2,748 ) Lease liability $ 13,652 8. Other Assets The components of other assets as of December 31, 2023 and December 31, 2022 are summarized below: December 31, 2023 December 31, 2022 (In thousands) Deferred compensation $ 2,810 $ 2,479 Servicing assets, net of valuation allowance 869 746 Derivative assets 8,819 12,499 Other 9,919 7,289 Total other assets $ 22,417 $ 23,013 Deferred Compensation The Company has a non-qualified deferred compensation plan for the Board of Directors that allows for the deferral of fees earned related to services rendered for the Co mpany. The deferred compensation balance increased $ 0.3 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. Loan Servicing The Bank sells loans in the secondary market and retains the right to service many of these loans. The Bank earns fees for the servicing provided. Loans serviced for others are not included in the accompanying consolidated balance sheets. The balance of loans serviced for others was $ 187.0 million and $ 147.5 million at December 31, 2023 and December 31, 2022, respectively. The risks inherent in servicing assets relate primarily to changes in the timing of prepayments that result from shifts in interest rates. The significant assumptions used in the valuation at December 31, 2023 for servicing assets included a discount rate of 10 % and prepayment speed assumptions ranging from 3 % to 17 %. The significant assumptions used in the valuation at December 31, 2022 for servicing assets included a discount rate of 10 % and prepayment speed assumptions ranging from 3 % to 17 %. The carrying value of loan servici ng rights was $ 0.9 million and $ 0.7 million as of December 31, 2023 and December 31, 2022, respectively. 96 The following table presents the changes in carrying value for loan servicing assets net of allowances: December 31, 2023 December 31, 2022 (In thousands) Loan servicing rights: Balance at beginning of year $ 746 $ 818 Servicing rights capitalized 464 444 Servicing rights amortized or disposed ( 399 ) ( 378 ) Change in valuation allowance 58 ( 138 ) Balance at end of year $ 869 $ 746 Included in accrued expenses and other liabilities as of December 31, 2023 and December 31, 2022, respectively, are $ 4 thousand a nd $ 23 thousand for loan servicing liabilities related to loans serviced for others for which the Company does not receive a servicing fee. Assets held for sale For the years ended December 31, 2023 and 2022, the Bank did not have any assets held for sale. Assets held for sale are included in other assets on the consolidated balance sheets. 9. Deposits At December 31, 2023 and December 31, 2022, deposits consisted of the following: December 31, 2023 2022 (In thousands) Noninterest bearing demand deposit accounts $ 346,172 $ 404,559 Interest bearing accounts: NOW 90,829 104,057 Money market 887,352 913,868 Savings 97,331 151,944 Time certificates of deposit 1,315,073 1,226,390 Total interest bearing accounts 2,390,585 2,396,259 Total deposits $ 2,736,757 $ 2,800,818 Maturities of time certificates of deposit as of December 31, 2023 and December 31, 2022 are summarized below: December 31, 2023 2022 (In thousands) 2023 $ — $ 1,084,321 2024 979,807 135,965 2025 318,961 5,927 2026 24 109 2027 68 68 2028 and thereafter 16,213 — Total $ 1,315,073 $ 1,226,390 Th e aggregate amount of individual certificate accounts, with balances of $250,000 or more, were approximately $ 151.6 million a nd $ 74.6 million at December 31, 2023 and December 31, 2022, respectively. Brokered certificate of deposits totaled $ 860.5 million and $ 976.5 million at December 31, 2023 and December 31, 2022, respectively. Brokered money market accounts totaled $ 91.4 million and $ 41.8 million at December 31, 2023 and 2022, respectively. There were no ce rtifi cates of deposits from national listing services, one-way buy CDARS or on-way buy ICS at 97 December 31, 2023 or December 31, 2022. Brokered deposits are comprised of Brokered CDs, brokered money market accounts, one-way buy CDARS, and one-way buy ICS. The following table summarizes interest expense b y account type for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 (In thousands) NOW $ 170 $ 203 Money market 32,901 8,830 Savings 3,163 1,259 Time certificates of deposit 50,672 9,072 Total interest expense on deposits $ 86,906 $ 19,364 10. Federal Home Loan Bank Advances and Other Borrowings The following is a summary of FHLB advances with maturity dates and weighted average rates at December 31, 2023 and December 31, 2022: December 31, December 31, 2023 December 31, 2022 Amount Due Weighted Average Rate (1) Amount Due Weighted Average Rate (1) (Dollars in thousands) Year of Maturity: 2023 $ — — % $ 90,000 2.29 % 2024 90,000 3.24 — — Total advances $ 90,000 3.24 % $ 90,000 2.29 % (1) $ 50 million of t he Company's FHLB borrowings are subject to longer term interest rate swap agreements and the weighted average rate reflects the " all-in" swap rate under these agreements, see Note 18. Interest expense on FHLB advances totaled $ 3.0 million and $ 1.7 million for the years ended December 31, 2023 and December 31, 2022, respectively. The Bank has additional borrowing capacity at the FHLB up to a certain percentage of the value of qualified collateral. In accordance with agreements with the FHLB, the qualified collateral must be free a nd clear of liens, pledges and encumbrances. At December 31, 2023, the Company had pledged eligible loans with a book value of $ 927.1 million as collateral to support borrowing capacity at the FHLB of Boston. As of December 31, 2023, the Company has immediate availability to borrow an additional $ 344.4 million based on q ualified collateral. At December 31, 2023, the Bank had a secured borrowing line with the Federal Reserve Bank of New York ("FRBNY"), a letter of credit with the FHLB, and unsecured lines of credit with Zions Bank, Pacific Coast Bankers Bank ("PCBB"), and Atlantic Community Bankers Bank ("ACBB"). The total borrowing line, letter, or line of credit and the amount outstanding at December 31, 2023 are summarized below: December 31, 2023 Total Letter or Line of Credit Total Outstanding (In thousands) FRBNY $ 824,251 $ — FHLB 573,350 228,925 Zions Bank 45,000 — PCBB 38,000 — ACBB 12,000 — Total $ 1,492,601 $ 228,925 98 Federal Home Loan Bank Stock As a member of the FHLB, the Bank is required to maintain investments in their capital stock. The Bank owned 56,957 shares and 52,158 shares at December 31, 2023 and December 31, 2022, respectively. There is no ready market or quoted market values for the stock and as such is classified as restricted stock. The shares have a par value of $ 100 and are carried on the consolidated balance sheets at cost, and evaluated for impairment, as the stock is only redeemable at par subject to the redemption practices of the FHLB. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted; (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance; (c) the impact of legislative and regulatory changes on the client base of the FHLB; and (d) the liquidity position of the FHLB. Management evaluated the stock and concluded that the stock was not impaired as of December 31, 2023 or December 31, 2022. 11. Subordinated Debentures On October 14, 2021, the Company completed a private placement of a $ 35.0 million fixed-to-floating rate subordinated note (the “2021 Note”) to an institutional accredited investor. The Company used the net proceeds to repay the outstanding balance of subordinated debt issued in 2015 and for general corporate purposes. The 2021 Note bears interest at a fixed rate of 3.25 % per year until October 14, 2026. Thereafter, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR plus 233 basis points. The 2021 Note has a stated maturity of October 15, 2031 and is non-callable for five years . Beginning October 15, 2026, the Company may redeem the 2021 Note, in whole or in part, at its option. The 2021 Note is not redeemable at the option of the holder. The 2021 Note has been structured to qualify for the Company as Tier 2 capital under regulatory guidelines. On August 19, 2022, the Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers, pursuant to which the Company issued and sold 6.0 % fixed-to-floating rate subordinated notes due 2032 (the “2022 Notes”) in the aggregate principal amount of $ 35.0 million. The Company used the net proceeds from the sale of the 2022 Notes for general corporate purposes. The 2022 Notes bear interest at a fixed rate of 6.0 % per year until August 31, 2027. Thereafter, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR plus 326 basis points. The 2022 Notes have a stated maturity of September 1, 2032 and are non-callable for five years . Beginning August 19, 2027, the Company may redeem the 2022 Notes, in whole or in part, at its option. The 2022 Notes are not subject to redemption at the option of the holder. The 2022 Notes have been structured to qualify for the Company as Tier 2 capital under regulatory guidelines. The Company incurred certain costs associated with the issuance of its subordinated debt. The Company capitalized these costs and they have been presented within subordinated debentures on the consolidated balance sheets. At December 31, 2023 and 2022, unamortized debt issuance costs were $ 0.8 million and $ 1.0 million, respectively. Debt issuance costs amortize over the expected life of the related debt. For the years ended December 31, 2023 and 2022 the amortization expense for debt issuance co sts were $ 0.2 million and $ 0.2 million, respe ctively, and were recognized as an increase to interest expense on borrowings within the consolidated statements of income. The Company recognized $ 3.2 million and $ 1.9 million in interest expense related to its subordinated debt for the years ended December 31, 2023 and 2022, respectivel y. 99 12. Commitments and Contingencies Leases As of December 31, 2023, the Company lease s real estate for eight br anch locations and headquarter office under various operating lease agreements. The branch leases have maturiti es ranging from 2028 to 2033 , some of which include options to extend the lease term. Reference Note 7 for further detail. Legal Matters The Company is involved in various legal proceedings which have arisen in the normal course of business. Management believes that resolution of these matters will not have a material effect on the Company’s financial condition or results of operations. Off-Balance Sheet Instruments In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk to meet the financing needs of its clients. These financial instruments include commitments to extend credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the financial statements. The contractual amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the clients default, and the value of any existing collateral becomes worthless. Management uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments and evaluates each client’s creditworthiness on a case-by-case basis. Management believes that they control the credit risk of these financial instruments through credit approvals, credit limits, monitoring procedures and the receipt of collateral as deemed necessary. Financial instruments whose contract amounts represented credit risk at December 31, 2023 and December 31, 2022 were as follows: December 31, 2023 2022 (In thousands) Commitments to extend credit: Loan commitments $ 236,878 $ 376,512 Undisbursed construction loans 93,653 180,768 Unused home equity lines of credit 2,952 3,684 $ 333,483 $ 560,964 Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract or certain milestones in the case of construction loans or otherwise required collateral under borrowing base limits are met. Commitments to extend credit generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter party. Collateral held varies, but may include residential and commercial property, deposits and securities. These commitments subject the Company to potential exposure in excess of amounts recorded in the financial statements, and therefore, management maintains a specific reserve for unfunded credit commitments. This reserve is reported as a component of accrued expenses and other liabilities in the accompanying Consolidated Balance Sheets. The reserve for unfunded commitments tot aled $ 926 thousand a t December 31, 2023 and $ 80 thousand at December 31, 2022. As of December 31, 2023, the Bank had a remaining capital commitment of $ 3.7 million to three Small Business Investment Companies ("SBIC") and a remaining capital commitment of $ 1.6 million in a private equity investment company. Contributions to these funds represent an equity investment for the Company. 100 13. Income Taxes The components of income tax expense for the years ended December 31, 2023 and December 31, 2022 consisted of: December 31, 2023 2022 (In thousands) Current provision: Federal $ 9,201 $ 10,909 State 2,370 1,609 Total current 11,571 12,518 Deferred (credit) provision: Federal 199 ( 1,644 ) State ( 390 ) ( 320 ) Total deferred ( 191 ) ( 1,964 ) Total income tax expense $ 11,380 $ 10,554 In October, 2015, the Company created Bankwell Loan Servicing Group, Inc., a Passive Investment Company (“PIC”) organized for state income tax purposes. The PIC is a wholly-owned subsidiary of the Bank operating in accordance with Connecticut statutes. The PIC’s activities are limited in scope to holding and managing loans that are collateralized by real estate. Income earned by a PIC is determined in accordance with the statutory requirements for a passive investment company and the dividends paid by the PIC to the Bank are not taxable income for Connecticut income tax purposes. As a result of the formation of the PIC, the Bank is currently not subject to Connecticut income taxes. State taxes are being recognized for income taxes on income earned in other states. A reconciliation of the anticipated income tax expense, computed by applying the statutory federal income tax rate of 21% for the years ended December 31, 2023 and December 31, 2022 to the income before income taxes, to the amount reported in the consolidated statements of income for the years ended December 31, 2023 and December 31, 2022 was as follows: December 31, 2023 2022 (In thousands) Income tax expense at statutory federal rate $ 10,089 $ 10,077 State tax expense 1,980 1,241 Income exempt from tax ( 236 ) ( 368 ) Stock compensation ( 57 ) ( 116 ) Deferred director fees — ( 84 ) Other items, net ( 396 ) ( 196 ) Income tax expense $ 11,380 $ 10,554 101 At December 31, 2023 and December 31, 2022, the components of deferred tax assets and liabilities were as follows: December 31, 2023 2022 (In thousands) Deferred tax assets: ACL-Loans $ 6,837 $ 5,158 Net operating loss carryforwards 333 370 Deferred fees 2,529 3,165 Deferred director fees 434 380 Start-up costs — 14 Unrealized loss on available for sale securities 1,732 1,941 Lease liabilities 3,233 3,138 Other 1,363 1,186 Gross deferred tax assets 16,461 15,352 Deferred tax liabilities: Deferred expenses 1,260 1,645 Servicing rights 205 49 Depreciation 1,373 1,400 Unrealized gain on derivatives 1,236 1,896 Right-of-use-assets 3,004 2,940 Gross deferred tax liabilities 7,078 7,930 Net deferred tax asset $ 9,383 $ 7,422 A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more-likely-than-not that some or all of the deferred tax assets will not be realized. Management evaluated its remaining deferred tax assets and believes no valuation allowances were needed at December 31, 2023 or December 31, 2022. At December 31, 2023, the Company had federal net operating loss carryove rs of $ 1.6 million. The carryovers were transferred to the Company upon the merger with The Wilton Bank. The losses will expire after 2032 and are subject to certain annual limitations which amount to $ 176 thousand per annum. As a result of management's analysis of the Company's tax position, a reserve has been established for uncertain tax positions in conjunction with the Company's out of state lending activity. The total reserve for uncertain tax positions totaled $ 1.0 million as of December 31, 2023. The tax years 2020 and subsequent are subject to examination by federal and state taxing authorities. The statute of limitations has expired on the years before 2020. No examinations are currently in process. The following table reflects a reconciliation of the beginning and ending balances of the Company’s uncertain tax positions: At December 31, 2023 2022 (In thousands) Balance, beginning of year $ 500 $ 265 Net additions (reductions) relating to potential liability with taxing authorities 545 235 Balance, end of year $ 1,045 $ 500 102 14. 401(K) Profit Sharing Plan The Company’s employees are eligible to participate in The Bankwell Financial Group, Inc. and its Subsidiaries and Affiliates 401(k) Plan (the “401k Plan”). The 401k Plan covers substantially all employees who are at least 21 years of age. Under the terms of the 401k Plan, participants can contribute up to a certain percentage of their compensation, subject to federal limitations. The Company matches eligible contributions and may make discretionary matching and/or profit sharing contributions. Participants are immediately vested in their contributions and become fully vested in the Company’s contributions after completing five years of service. The Company expensed $ 287 thousand and $ 311 thousand related to the 401k Plan during the years ended December 31, 2023 and December 31, 2022, respectively. 15. Earnings Per Share ("EPS") Unvested restricted stock awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted stock awards qualify as participating securities. Net income is allocated between the common stock and participating securities pursuant to the two-class method. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating unvested restricted stock awards. Diluted EPS is computed in a similar manner, except that the denominator includes the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method. The following is a reconciliation of earnings available to common shareholders and basic weighted average common shares outstanding to diluted weighted average common shares outstanding, reflecting the application of the two-class method: For the Years Ended December 31, 2023 2022 (In thousands, except per share data) Net income $ 36,663 $ 37,429 Dividends to participating securities (1) ( 164 ) ( 133 ) Undistributed earnings allocated to participating securities (1) ( 794 ) ( 680 ) Net income for earnings per share calculation $ 35,705 $ 36,616 Weighted average shares outstanding, basic 7,588 7,563 Effect of dilutive equity-based awards (2) 60 77 Weighted average shares outstanding, diluted 7,648 7,640 Net earnings per common share: Basic earnings per common share $ 4.71 $ 4.84 Diluted earnings per common share $ 4.67 $ 4.79 (1) Represents dividends paid and undistributed earnings allocated to unvested stock-based awards that contain non-forfeitable rights to dividends. (2) Represents the effect of the assumed exercise of stock options and warrants and the vesting of restricted shares, as applicable, utilizing the treasury stock method. 16. Stock Based Compensation Equity award plans The Company has unvested restricted stock outstanding under two equity award plans, which are collectively referred to as the “Stock Plans.” Any future issuances of equity awards will be made under the 2022 Bankwell Financial Group, Inc. Stock Plan, or the “2022 Plan,” as amended from time-to-time. All equity awards made under the 2022 Plan and prior equity award plans are made by means of an award agreement, which contains the specific terms and conditions of the grant. To date, all equity awards have been in the form restricted stock. At December 31, 2023, there were 308,076 shares reserved for future issuance under the 2022 Plan. 103 Restricted stock : Restricted stock provides grantees with rights to shares of common stock upon completion of a service period and, with respect to a portion of some grants, achievement of certain performance metrics. Shares of unvested restricted stock are considered participating securities. Restricted stock awards generally vest over one to five years . The following table presents the activity for restricted stock for the year ended December 31, 2023: December 31, 2023 Number of Shares Weighted Average Grant Date Fair Value Unvested at beginning of period 214,000 (1) $ 27.96 Granted 158,675 (2) $ 29.95 Vested ( 102,909 ) (3) $ 29.43 Forfeited ( 15,438 ) (4) $ 24.62 Unvested at end of period 254,328 (1) Incl udes 34,369 shares of performance based restricted stock. (2) Includes 33,106 shares of performance based restricted stock. (3) Includ es 28,774 shar es of performance based restricted stock. (4) Includ es 5,586 shar es of performance based restricted stock. The total fair value of restricted stock awards vested during the year ended December 31, 2023 was $ 3.0 million . The Co mpany’s restricted stock expense for the years ended December 31, 2023 and December 31, 2022 was $ 3.1 million and $ 2.4 million, respectively. At December 31, 2023, there was $ 4.9 million of unrecognized stock compensation expense for restricted stock, expected to be recognized over a weighted average period of 1.6 years. Performance based restricted stock : The Company has 33,115 shares of performance based restricted stock outstanding as of December 31, 2023 pursuant to the Company’s Stock Plans. The awards vest over a three year service period, provided certain performance metrics are met. The share quantity that ultimately vests can range between 0 % and 200 %, which is dependent on the degree to which the performance metrics are met. The Company records an expense over the vesting period based on (a) the probability that the performance metric will be met and (b) the fair market value of the Company’s stock at the date of the grant. 17. Comprehensive Income Comprehensive income represents the sum of net income and items of other comprehensive income or loss, including net unrealized gains or losses on securities available for sale and net unrealized gains or losses on derivatives. The Company's derivative instruments are utilized to manage economic risks, including interest rate risk. Changes in fair value of the Company's derivatives are primarily driven by changes in interest rates and recognized in other comprehensive income. The Company's current derivative positions will cause a decrease to other comprehensive income in a falling interest rate environment and an increase in a rising interest rate environment. The Company’s total comprehensive income or loss for the years ended December 31, 2023 and December 31, 2022 is reported in the Consolidated Statements of Comprehensive Income. The following tables present the changes in accumulated other comprehensive (loss) income by component, net of tax for the years ended December 31, 2023 and December 31, 2022: Net Unrealized Gain (Loss) on Available for Sale Securities Net Unrealized Gain (Loss) on Interest Rate Swaps Total (In thousands) Balance at December 31, 2022 $ ( 6,750 ) $ 6,561 $ ( 189 ) Other comprehensive income (loss) before reclassifications, net of tax 940 1,205 2,145 Amounts reclassified from accumulated other comprehensive income, net of tax — ( 3,620 ) ( 3,620 ) Net other comprehensive income (loss) 940 ( 2,415 ) ( 1,475 ) Balance at December 31, 2023 $ ( 5,810 ) $ 4,146 $ ( 1,664 ) 104 Net Unrealized Gain (Loss) on Available for Sale Securities Net Unrealized Gain (Loss) on Interest Rate Swaps Total (In thousands) Balance at December 31, 2021 $ 1,651 $ ( 10,212 ) $ ( 8,561 ) Other comprehensive (loss) income before reclassifications, net of tax ( 8,401 ) 16,607 8,206 Amounts reclassified from accumulated other comprehensive income, net of tax — 166 166 Net other comprehensive (loss) income ( 8,401 ) 16,773 8,372 Balance at December 31, 2022 $ ( 6,750 ) $ 6,561 $ ( 189 ) The following table provides information for the items reclassified from accumulated other comprehensive income or loss: Accumulated Other Comprehensive Income (Loss) Components For the Years Ended December 31, Associated Line Item in the Consolidated Statements Of Income 2023 2022 (In thousands) Derivatives: Unrealized gains (losses) on derivatives $ 4,596 $ ( 215 ) Interest expense on borrowings Tax benefit ( 976 ) 49 Income tax expense Net of tax $ 3,620 $ ( 166 ) 18. Derivative Instruments The Company manages economic risks, including interest rate, liquidity, and credit risk, by managing the amount, sources, and duration of its funding along with the use of interest rate derivative financial instruments, namely interest rate swaps. The Company does not use derivatives for speculative purposes. As of December 31, 2023, the Company was a party to five cash flow swaps, designated as hedging instruments, to add stability to interest expense and to manage its exposure to the variability of the future cash fl ows attributable to the contractually specified interest rates. The notional amount for each swap is $ 25 million and in each case, the Company has entered into pay-fixed cash flow swaps to convert rolling 90 - day FHLB advances or brokered deposits. Cash flow swaps with a positive fair value are recorded as other assets and cash flow swaps with a negative fair value are recorded as other liabilities on the Consolidated Balance Sheets. The Company terminated two cash flow swaps with a total notional amount of $ 50 million during the year ended December 31, 2022. The underlying debt associated with the terminated swaps was kept in place. The fair value of the terminated swaps totaled $ 141.1 thousand as of December 31, 2023 . The fair value of the terminated swaps will be reclassified from other comprehensive income to interest expense on a straight-line basis over the original term of the hedging relationship. The Company entered into one pay-fixed portfolio layer method fair value swap, designated as a hedging instrument, with a total notional amount of $ 150 million in the first quarter of 2023. The Company designated the fair value swap under the portfolio layer method. Under this method, the hedged item is designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments will be made to record the swap at fair value on the Consolidated Balance Sheets, with changes in fair value recognized in interest income. The carrying value of the fair value swap on the Consolidated Balance Sheets will also be adjusted through interest income, based on changes in fair value attributable to changes in the hedged risk. 105 The following table represents the carrying value of the portfolio layer method hedged asset and the cumulative fair value hedging adjustment included in the carrying value of the hedged asset as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Carrying Value of Hedged Asset Hedged Items (In thousands) Fixed Rate Asset (1) $ 150,915 $ — $ 915 $ — (1) These amounts include the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated a mount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. As of December 31, 2023, the amortized cost basis of the closed portfolio used in this hedging relationship was $ 611.5 million, the cumulative basis adjustments associated with this hedging relationships was $ 1.1 million , and the amount of the designated hedged item was $ 150.0 million. As of December 31, 2023, the Company has interest rate swaps not designated as hedging instruments, to minimize interest rate risk exposure with loans to clients. The Company accounts for all non-borrower related interest rate swaps as effective cash flow hedges or fair value swaps. None of the interest rate swap agreements contain any credit risk related contingent features. A hedging instrument is expected at inception to be highly effective at offsetting changes in the hedged transactions attributable to the changes in the hedged risk. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain loan clients. The Company executes interest rate swaps with commercial banking clients to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client derivatives and the offsetting derivatives are recognized directly in earnings. Interest rate swaps with a positive fair value are recorded as other assets and interest rate swaps with a negative fair value are recorded as other liabilities on the Consolidated Balance Sheets. Information about derivative instruments for the years ended December 31, 2023 and December 31, 2022 is as follows: As of December 31, 2023 Derivative Assets Derivative Liabilities Original Notional Amount Balance Sheet Location Fair Value Original Notional Amount Balance Sheet Location Fair Value (In thousands) Derivatives designated as hedging instruments: Interest rate swaps $ 125,000 Other assets $ 5,240 $ — Accrued expenses and other liabilities $ — Fair value swap $ 150,000 Other assets $ — $ — Accrued expenses and other liabilities $ 917 Derivatives not designated as hedging instruments: Interest rate swaps (1) $ 38,500 Other assets $ 3,579 $ 38,500 Accrued expenses and other liabilities $ 3,579 (1) Represents interest rate swaps with commercial banking clients, which are offset by derivatives with a third party. 106 Accrued interest receivable related to interest rate swaps as of December 31, 2023 totaled $ 0.8 million and is excluded from the fair value presented in the table above. The fair value of interest rate swaps in a net asset position, including accrued interest, totaled $ 6.0 million as of December 31, 2023. As of December 31, 2022 Derivative Assets Derivative Liabilities Original Notional Amount Balance Sheet Location Fair Value Original Notional Amount Balance Sheet Location Fair Value (In thousands) Derivatives designated as hedging instruments: Interest rate swaps $ 125,000 Other assets $ 8,292 $ — Accrued expenses and other liabilities $ — Derivatives not designated as hedging instruments: Interest rate swaps (1) $ 38,500 Other assets $ 4,207 $ 38,500 Accrued expenses and other liabilities $ 4,207 (1) Represents interest rate swaps with commercial banking clients, which are offset by derivatives with a third party. Accrued interest receivable related to interest rate swaps as of December 31, 2022 totaled $ 0.5 million and is excluded from the fair value presented in the table above. The fair value of interest rate swaps in a net liability position, including accrued interest, totaled $ 8.8 million as of December 31, 2022. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Company expects to reclassify $ 3.7 million to i nterest income during the next 12 months. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes. Changes in the consolidated statements of comprehensive income (loss) related to interest rate derivatives designated as hedges of cash flows were as follows for the years ended December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 (In thousands) Interest rate swaps designated as cash flow hedges: Unrealized income recognized in accumulated other comprehensive income before reclassifications $ 1,531 $ 21,383 Amounts reclassified from accumulated other comprehensive (loss) income ( 4,596 ) 215 Income tax benefit (expense) on items recognized in accumulated other comprehensive income (loss) 650 ( 4,825 ) Other comprehensive (loss) income $ ( 2,415 ) $ 16,773 The unrealized gains and losses set forth in the above table are reflective of market interest rates as of the respective balance sheet dates. Generally, a lower interest rate environment will result in a negative impact to comprehensive income whereas a higher interest rate environment will result in a positive impact to comprehensive income. 107 The following table summarizes the effect of the fair value hedging relationship recognized in the Consolidated Statements of Income for the years ended December 31, 2023 and December 31, 2022: December 31, (In thousands) 2023 2022 Gain (loss) on fair value hedging relationship: Hedged Asset $ 915 $ — Fair value derivative designated as hedging instrument 1,148 — Total gain recognized in the consolidated statements of income within interest and fees on loans $ 2,063 $ — The following tables summarize gross and net information about derivative instruments that are offset in the Consolidated Balance Sheets at December 31, 2023 and December 31, 2022: December 31, 2023 (In thousands) Gross Amounts Not Offset in the Consolidated Balance Sheets Gross Amounts of Recognized Assets(1) Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Derivative Assets $ 9,583 $ — $ 9,583 $ — $ 8,599 $ 984 (1) Includes accrued interest receivabl e totaling $ 764 thousand. December 31, 2023 (In thousands) Gross Amounts Not Offset in the Consolidated Balance Sheets Gross Amounts of Recognized Liabilities(1) Gross Amounts Offset in the Statement of Financial Position Net Amounts of Liabilities presented in the Statement of Financial Position Financial Instruments Cash Collateral Posted Net Amount Derivative Liabilities $ 4,473 $ — $ 4,473 $ — $ — $ 4,473 (1) Includes net interest receivable totaling $ 23 thousand. December 31, 2022 (In thousands) Gross Amounts Not Offset in the Consolidated Balance Sheets Gross Amounts of Recognized Assets(1) Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Derivative Assets $ 13,097 $ — $ 13,097 $ — $ 12,771 $ 326 (1) Includes accrued interest payable totaling $ 559 thousand. 108 December 31, 2022 (In thousands) Gross Amounts Not Offset in the Consolidated Balance Sheets Gross Amounts of Recognized Assets(1) Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Derivative Liabilities $ 4,258 $ — $ 4,258 $ — $ — $ 4,258 (1) Includes no accrued interest. 19. Fair Value of Financial Instruments GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the Consolidated Balance Sheets, for which it is practicable to estimate that value. 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 rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction. The estimated fair value amounts have been measured as of the respective period-ends, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end. The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk. 109 The carrying values, fair values and placement in the fair value hierarchy of the Company’s financial instruments at December 31, 2023 and December 31, 2022 were as follows: December 31, 2023 Carrying Value Fair Value Level 1 Level 2 Level 3 (In thousands) Financial assets: Cash and due from banks $ 267,521 $ 267,521 $ 267,521 $ — $ — Federal funds sold 1,636 1,636 1,636 — — Marketable equity securities 2,070 2,070 2,070 — — Available for sale securities 109,736 109,736 55,287 54,449 — Held to maturity securities 15,817 15,903 — 33 15,870 Loans receivable, net 2,685,301 2,659,667 — — 2,659,667 Accrued interest receivable 14,863 14,863 — 14,863 — FHLB stock 5,696 5,696 — 5,696 — Servicing asset, net of valuation allowance 869 869 — — 869 Derivative asset 8,819 8,819 — 8,819 — Financial liabilities: Noninterest bearing deposits $ 346,172 $ 346,172 $ — $ 346,172 $ — NOW and money market 978,181 978,181 — 978,181 — Savings 97,331 97,331 — 97,331 — Time deposits 1,315,073 1,315,233 — — 1,315,233 Accrued interest payable 14,595 14,595 — 14,595 — Advances from the FHLB 90,000 90,012 — — 90,012 Subordinated debentures 69,205 63,060 — — 63,060 Servicing liability 4 4 — — 4 Derivative liability 4,496 4,496 — 4,496 — 110 December 31, 2022 Carrying Value Fair Value Level 1 Level 2 Level 3 (In thousands) Financial assets: Cash and due from banks $ 344,925 $ 344,925 $ 344,925 $ — $ — Federal funds sold 10,754 10,754 10,754 — — Marketable equity securities 1,988 1,988 1,988 — — Available for sale securities 103,663 103,663 51,489 52,174 — Held to maturity securities 15,983 15,435 — 37 15,398 Loans receivable, net 2,646,384 2,594,819 — — 2,594,819 Accrued interest receivable 13,070 13,070 — 13,070 — FHLB stock 5,216 5,216 — 5,216 — Servicing asset, net of valuation allowance 746 746 — — 746 Derivative asset 12,499 12,499 — 12,499 — Financial liabilities: Noninterest bearing deposits $ 404,559 $ 404,559 $ — $ 404,559 $ — NOW and money market 1,017,925 1,017,925 — 1,017,925 — Savings 151,944 151,944 — 151,944 — Time deposits 1,226,390 1,214,073 — — 1,214,073 Accrued interest payable 6,650 6,650 — 6,650 — Advances from the FHLB 90,000 89,996 — — 89,996 Subordinated debentures 68,959 62,687 — — 62,687 Servicing liability 23 23 — — 23 Derivative liability 4,207 4,207 — 4,207 — The following methods and assumptions were used by management in estimating the fair value of its financial instruments: Cash and due from banks, federal funds sold, accrued interest receivable and accrued interest payable: The carrying amount is a reasonable estimate of fair value. Marketable equity securities, available for sale securities and held to maturity securities: Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. The majority of the available for sale securities are considered to be Level 2 as other observable inputs are utilized, such as quoted prices for similar securities. Level 1 investment securities include investments in a U.S. t reasury note and in marketable equity securities for which a quoted price is readily available in the market. Level 3 held to maturity securities represent private placement municipal housing authority bonds for which no quoted market price is available. The fair value for these securities is estimated using a discounted cash flow model, using discount rates ranging from 4.5 % to 6.9 % as of December 31, 2023 and 4.9 % to 7.3 % as of December 31, 2022. These securities are CRA eligible investments. FHLB stock: The carrying value of FHLB stock approximates fair value based on the most recent redemption provisions of the FHLB. Loans receivable: For variable rate loans which reprice frequently and have no significant change in credit risk, fair values are based on carrying values. The fair value of fixed rate loans are estimated by discounting the future cash flows using the rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value methodology includes prepayment, default and loss severity assumptions applied by type of loan. The fair value estimate of the loans includes an expected credit loss. Derivative asset (liability): The valuation of the Company’s 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. The Company also considers the creditworthiness of each counterparty for assets and the creditworthiness of the Company for liabilities. 111 Assets held for sale: Assets held for sale (excluding loans) consist of real estate properties that are expected to sell within a year. The assets are reported at the lower of the carrying amount or fair value less costs to sell. The fair value represents the price that would be received to sell the asset (the exit price). Deposits: The fair value of demand deposits, regular savings and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities to a schedule of aggregated expected maturities on such deposits. Borrowings and subordinated debentures: The fair value of the Company’s borrowings and subordinated debentures is estimated using a discounted cash flow calculation that applies discount rates currently offered based on similar maturities. The Company also considers its own creditworthiness in determining the fair value of its borrowings and subordinated debt. Contractual cash flows for the subordinated debt are reduced based on the estimated rates of default, the severity of losses to be incurred on a default, and the rates at which the subordinated debt is expected to prepay after the call date. Servicing asset (liability): Servicing assets and liabilities do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets and liabilities using discounted cash flow models, incorporating numerous assumptions from the perspective of a market participant, including market discount rates. Off-balance-sheet instruments: Loan commitments on which the committed interest rate is less than the current market rate are insignificant at December 31, 2023 and December 31, 2022. 20. Fair Value Measurements The Company is required to account for certain assets at fair value on a recurring or non-recurring basis. As discussed in Note 1, the Company determines fair value in accordance with GAAP, which defines fair value and establishes a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values: Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Valuation techniques based on unobservable inputs are highly subjective and require judgments regarding significant matters such as the amount and timing of future cash flows and the selection of discount rates that may appropriately reflect market and credit risks. Changes in these judgments often have a material impact on the fair value estimates. In addition, since these estimates are as of a specific point in time they are susceptible to material near-term changes. 112 Financial Instruments Measured at Fair Value on a Recurring Basis The following table details the financial instruments carried at fair value on a recurring basis at December 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value. The Company had no transfers into or out of Levels 1, 2 or 3 during the years ended December 31, 2023 and December 31, 2022. Fair Value Level 1 Level 2 Level 3 (In thousands) December 31, 2023 Marketable equity securities $ 2,070 $ — $ — Available for sale investment securities: U.S. Government and agency obligations 62,515 32,711 — Corporate bonds — 14,510 — Derivative asset — 8,819 — Derivative liability — 4,496 — December 31, 2022 Marketable equity securities $ 1,988 $ — $ — Available for sale investment securities: U.S. Government and agency obligations 51,489 36,936 — Corporate bonds — 15,238 — Derivative asset — 12,499 — Derivative liability — 4,207 — Marketable equity securities and available for sale securities: The fair value of the Company’s investment securities is estimated by using pricing models or quoted prices of securities with similar characteristics (i.e. matrix pricing) and is classified within Level 1 or Level 2 of the valuation hierarchy. The pricing is primarily sourced from third party pricing services, overseen by management. Derivative assets and liabilities: The Company’s derivative assets and liabilities consist of transactions as part of management’s strategy to manage interest rate risk. The valuation of the Company’s 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. The Company also considers the creditworthiness of each counterparty for assets and the creditworthiness of the Company for liabilities. The Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy. Financial Instruments Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a non-recurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period as well as assets that are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. 113 The following table details the financial instruments measured at fair value on a nonrecurring basis at December 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value: Fair Value Level 1 Level 2 Level 3 (In thousands) December 31, 2023 Individually evaluated loans $ — $ — $ 104,050 Servicing asset, net — — 865 Assets held for sale — — — December 31, 2022 Individually evaluated loans $ — $ — $ 41,929 Servicing asset, net — — 723 Assets held for sale — — — The following table presents information about quantitative inputs and assumptions for Level 3 financial instruments carried at fair value on a nonrecurring basis at December 31, 2023 and December 31, 2022: Fair Value Valuation Methodology Unobservable Input Range (Dollars in thousands) December 31, 2023 Individually evaluated loans $ 31,527 Appraisals Discount to appraised value 8.00 % 22,129 Appraisals, cash surrender value life insurance, securities, cash held as collateral Discounts to appraised value and securities value — - 8.00 % 50,394 Discounted cash flows Discount rate 3.38 – 10.75 % $ 104,050 Servicing asset, net $ 865 Discounted cash flows Discount rate 10.00 % (1) Prepayment rate 3.00 - 17.00 % December 31, 2022 Individually evaluated loans $ 17,477 Appraisals Discount to appraised value 6.00 - 8.00 % 24,452 Discounted cash flows Discount rate 3.00 – 6.75 % $ 41,929 Servicing asset, net $ 723 Discounted cash flows Discount rate 10.00 % (2) Prepayment rate 3.00 - 17.00 % Assets held for sale $ — Sale & Income Approach Adjustment to valuation and cost to sell N/A (1) Servicing liabilities totaling $ 4 thousand were valued using a discount rate of 4.4 %. (2) Servicing liabilities totaling $ 23 thousand were valued using a discount rate of 4.0 %. 114 Individually evaluated loans : Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain credit loss amounts for collateral-dependent loans calculated in accordance with ASC 310-10 when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. Collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or other assumptions. Estimates of fair value based on collateral are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3. For those loans where the primary source of repayment is cash flow from operations, adjustments include credit losses calculated based on the perceived collectability of interest payments on the basis of a discounted cash flow analysis utilizing a discount rate equivalent to the original note rate. Servicing assets and liabilities: When loans are sold, on a servicing retained basis, servicing rights are initially recorded at fair value. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized. The fair value of servicing assets and liabilities are not measured on an ongoing basis but are subject to fair value adjustments when and if the assets or liabilities are deemed to be impaired. Assets held for sale: Assets held for sale (excluding loans) consist of real estate properties that are expected to sell within a year. The assets are reported at the lower of the carrying amount or fair value less costs to sell. The fair value represents the price that would be received to sell the asset (the exit price). 21. Regulatory Matters The Federal Reserve, the FDIC and the other federal and state bank regulatory agencies establish regulatory capital guidelines for U.S. banking organizations. Under the current guidelines, banking organizations must have a minimum total risk-based capital ratio of 8.0 %, a minimum Tier 1 risk-based capital ratio of 6.0 %, a minimum common equity Tier 1 risk-based capital ratio of 4.5 %, and a minimum leverage ratio of 4.0 % in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a capital conservation buffer consisting of common Tier 1 equity in an amount above the minimum risk-based capital requirements for “adeq uately capitalized” institutions equal to 2.5 % of total risk-weighted assets, resulting in a requirement for the Company and the Bank to effectively maintain common equity Tier 1, Tier 1 and total capital ratios of 7.0 %, 8.5 % and 10.5 %, respectively. The Company and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability t o pay dividends, pay discretionary bonuses, or to engage in share repurchases. As of June 30, 2023, the Company no longer met the definition of a Small Bank Holding Company as the Company's assets exceeded $3 billion. Effective March 31, 2024, the Company will be subject to the larger company capital requirements as set forth in the Economic Growth Act. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. As of December 31, 2023, the Bank and Company met all capital adequacy requirements to which they are subject. There are no conditions or events since then that management believes have changed this conclusion. 115 The capital amounts and ratios for the Bank and the Company at December 31, 2023 were as follows: Actual Capital Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) Bankwell Bank December 31, 2023 Common Equity Tier 1 Capital to Risk-Weighted Assets $ 321,432 11.30 % $ 199,047 7.00 % $ 184,829 6.50 % Tier I Capital to Risk-Weighted Assets 321,432 11.30 % 241,700 8.50 % 227,482 8.00 % Total Capital to Risk-Weighted Assets 350,303 12.32 % 298,571 10.50 % 284,353 10.00 % Tier I Capital to Average Assets 321,432 9.81 % 131,110 4.00 % 163,888 5.00 % Actual Capital Minimum Regulatory Capital Required for Capital Adequacy Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio Bankwell Financial Group, Inc. December 31, 2023 Common Equity Tier 1 Capital to Risk-Weighted Assets $ 264,209 9.28 % $ 128,121 4.50 % N/A N/A Tier I Capital to Risk-Weighted Assets 264,209 9.28 % 170,828 6.00 % N/A N/A Total Capital to Risk-Weighted Assets 362,285 12.72 % 227,770 8.00 % N/A N/A Tier I Capital to Average Assets 264,209 8.05 % 131,232 4.00 % N/A N/A 116 The capital amounts and ratios for the Bank and Company at December 31, 2022 were as follows: Actual Capital Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) Bankwell Bank December 31, 2022 Common Equity Tier 1 Capital to Risk-Weighted Assets $ 294,926 10.28 % $ 200,785 7.00 % $ 186,443 6.50 % Tier I Capital to Risk-Weighted Assets 294,926 10.28 % 243,810 8.50 % 229,469 8.00 % Total Capital to Risk-Weighted Assets 317,437 11.07 % 301,177 10.50 % 286,836 10.00 % Tier I Capital to Average Assets 294,926 9.88 % 119,361 4.00 % 149,202 5.00 % Actual Capital Minimum Regulatory Capital Required for Capital Adequacy Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions Bankwell Financial Group, Inc. Amount Ratio Amount Ratio Amount Ratio December 31, 2022 Common Equity Tier 1 Capital to Risk-Weighted Assets $ 235,672 8.21 % $ 129,231 4.50 % N/A N/A Tier I Capital to Risk-Weighted Assets 235,672 8.21 % 172,308 6.00 % N/A N/A Total Capital to Risk-Weighted Assets 327,142 11.39 % 229,745 8.00 % N/A N/A Tier I Capital to Average Assets 235,672 7.89 % 119,490 4.00 % N/A N/A Regulatory Restrictions on Dividends The ability of the Company to pay dividends depends, in part, on the ability of the Bank to pay dividends to the Company. In accordance with Connecticut statutes, regulatory approval is required to pay dividends in excess of the Bank’s profits retained in the current year plus retained profits from the previous two years. The Bank is also prohibited from paying dividends that would reduce its capital ratios below minimum regulatory requirements. Reserve Requirements on Cash The Bank was not required to maintain a minimum reserve balance in the FRBNY at December 31, 2023 or December 31, 2022 as the Federal Reserve Bank has waived this requirement. 22. Related Party Transactions In the normal course of business, the Company may grant loans to executive officers, directors and members of their immediate families, as defined, and to entities in which these individuals have more than a 10 % equity ownership. Such loans are transacted at terms including interest rates, similar to those available to unrelated clients. Changes in loans outstanding to such related parties during the years ending December 31, 2023 and December 31, 2022 were as follows: December 31, 2023 2022 (In thousands) Balance, beginning of year $ — $ 25,416 Additional loans — — Repayments — ( 25,416 ) Balance, end of year $ — $ — Related party deposits aggregated approximately $ 34.7 million and $ 18.7 million at December 31, 2023 and December 31, 2022, respectively. 117 During the years ended December 31, 2023 and December 31, 2022, the Company paid appro ximately $ 5 thousand and $ 5 thousand, respectively, to related parties for services provided to the Company. The payments were primarily for consulting and legal services. 23. Parent Company Only Financial Statements Bankwell Financial Group, Inc., the Parent Company, operates its wholly-owned subsidiary, Bankwell Bank. The earnings of this subsidiary are recognized by the Parent Company using the equity method of accounting. Accordingly, earnings are recorded as increases in the Parent Company’s investment in the subsidiary and dividends paid reduce the investment in the subsidiary. Condensed financial statements of the Parent Company only are as follows: Condensed Statements of Financial Condition At December 31, 2023 2022 (In Thousands) ASSETS Cash and due from banks $ 12,130 $ 9,435 Investment in subsidiary 322,975 297,723 Deferred income taxes, net 522 507 Other assets 3,078 2,783 Total assets $ 338,705 $ 310,448 LIABILITIES AND SHAREHOLDERS’ EQUITY Subordinated debentures $ 69,205 $ 68,958 Accrued expenses and other liabilities 3,748 3,021 Shareholders’ equity 265,752 238,469 Total liabilities and shareholders’ equity $ 338,705 $ 310,448 Condensed Statements of Income Year Ended December 31, 2023 2022 (In Thousands) Interest income $ 28 $ 37 Dividend income from subsidiary — — Total income 28 37 Expenses 6,984 5,258 Income before equity in undistributed earnings of subsidiaries ( 6,956 ) ( 5,221 ) Equity in undistributed earnings of subsidiaries 43,619 42,650 Net Income $ 36,663 $ 37,429 118 Condensed Statements of Cash Flows For the Years Ended December 31, 2023 2022 (In Thousands) Cash flows from operating activities Net income $ 36,663 $ 37,429 Adjustments to reconcile net income to net cash used in operating activities: Equity in undistributed earnings ( 43,619 ) ( 42,650 ) (Increase) decrease in other assets ( 295 ) 884 Increase in deferred income taxes, net ( 15 ) ( 175 ) Increase (decrease) in other liabilities 727 ( 770 ) Stock-based compensation 3,074 2,362 Amortization of debt issuance costs 246 164 Net cash used in operating activities ( 3,219 ) ( 2,756 ) Cash flows from investing activities Decrease in premises and equipment, net — — Net cash provided by investing activities — — Cash flows from financing activities Issuance of subordinated debt — 34,352 Retirement of subordinated debt — — Proceeds from exercise of options 155 48 Dividends paid on common stock ( 6,241 ) ( 6,189 ) Repurchase of common stock — ( 5,540 ) Capital contribution to Bank 12,000 ( 20,000 ) Net cash provided by financing activities 5,914 2,671 Net increase (decrease) in cash and cash equivalents 2,695 ( 85 ) Cash and cash equivalents: Beginning of year 9,435 9,520 End of year $ 12,130 $ 9,435 Supplemental disclosures of cash flows information: Cash paid for: Interest 3,237 1,911 Income taxes — — 24. Subsequent Events The Company's Board of Directors declared a $ 0.20 per share cash dividend, payable February 23, 2024 to shareholders of record on February 13, 2024. On January 24, 2024, Bankwell’s Board of Directors approved the promotion and appointment of Steve H. Brunner as Executive Vice President, Chief Risk and Operations Officer. On February 15, 2024, James M. Garnett, Jr., director on the Company's Board of Directors passed away. Mr. Garnett had been a member of the Company's Board since 2018 and Chair of the Audit Committee since 2022. The Company is extremely grateful for Mr. Garnett's dedication to the Company and his service as a director on the Company's Board of Directors. Darryl M. Demos has been appointed the interim Audit Committee Chairman. Mr. Demos has been a member of the Company's Audit Committee since 2022. Subsequent to December 31, 2023 through March 11, 2024, the Company purchased 17,239 shares of its Common Stock at a weighted average price of $ 25.12 per share. 119 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.