What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 275 added, 407 removed, 970 unchanged (41% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and due from banks $ 208,904 $ 214,567

4 unchanged sentences

Available for sale investment securities, at fair value 155,934 160,409

Held to maturity investment securities, at amortized cost (fair values of $ 30,793 and $ 36,691 at September 30, 2025 and December 31, 2024, respectively)

Held to maturity investment securities, at amortized cost (fair values of $ 30,223 and $ 31,045 at March 31, 2026 and December 31, 2025, respectively)

29,386 29,465

Total investment securities 187,574 192,122

Loans receivable (net of ACL-Loans of $ 29,984 at September 30, 2025 and $ 29,007 at December 31, 2024, respectively)

Loans receivable (net of ACL-Loans of $ 29,580 at March 31, 2026 and $ 30,705 at December 31, 2025, respectively)

2,832,678 2,804,441

Other real estate owned 1,284 8,299

Accrued interest receivable 16,029 16,143

11 unchanged sentences

Advances from the Federal Home Loan Bank 60,000 110,000

Subordinated debentures (face value of $ 70,000 and $ 70,000 at September 30, 2025 and December 31, 2024, respectively, less unamortized debt issuance costs of $ 364 and $ 549 at September 30, 2025 and December 31, 2024, respectively)

Subordinated debentures (face value of $ 70,000 and $ 70,000 at March 31, 2026 and December 31, 2025, respectively, less unamortized debt issuance costs of $ 241 and $ 303 at March 31, 2026 and December 31, 2025, respectively)

69,759 69,697

4 unchanged sentences

Common stock, no par value;

10,000,000 shares authorized, 7,877,443 and 7,859,873 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

10,000,000 shares authorized, 7,973,180 and 7,899,943 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

121,060 120,118

7 unchanged sentences

(In thousands, except share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Interest and dividend income

8 unchanged sentences

Net interest income 26,886 22,066

Provision for credit losses 372 6,296 424 18,162

Net interest income after provision for credit losses 25,615 14,421 71,565 44,921

(Credit) provision for credit losses ( 1,029 ) 463

Net interest income after (credit) provision for credit losses 27,915 21,603

Noninterest income

28 unchanged sentences

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 11,275 $ 6,888

1 unchanged sentence

Unrealized gains (losses) on securities:

Unrealized holding gains on available for sale securities 585 2,684 2,441 2,866

Unrealized holding (losses) gains on available for sale securities ( 393 ) 1,197

Reclassification adjustment for gains realized in net income — —

Net change in unrealized gains 585 2,684 2,441 2,866

Income tax expense ( 141 ) ( 634 ) ( 577 ) ( 628 )

Unrealized gains on securities, net of tax 444 2,050 1,864 2,238

Unrealized losses on interest rate swaps:

Unrealized losses on interest rate swaps ( 148 ) ( 2,429 ) ( 1,559 ) ( 3,012 )

Income tax benefit 37 575 369 678

Unrealized losses on interest rate swaps, net of tax ( 111 ) ( 1,854 ) ( 1,190 ) ( 2,334 )

Total other comprehensive income (loss), net of tax 333 196 674 ( 96 )

Net change in unrealized (losses) gains ( 393 ) 1,197

Income tax benefit (expense) 93 ( 283 )

Unrealized (losses) gains on securities, net of tax ( 300 ) 914

Unrealized gains (losses) on interest rate swaps:

Unrealized gains (losses) on interest rate swaps 54 ( 1,134 )

Income tax (expense) benefit ( 13 ) 268

Unrealized gains (losses) on interest rate swaps, net of tax 41 ( 866 )

Total other comprehensive (loss) income, net of tax ( 259 ) 48

Comprehensive income $ 11,016 $ 6,936

4 unchanged sentences

Number of Outstanding Shares Common Stock Retained Earnings Accumulated Other Comprehensive (Loss) Income Total

Balance at June 30, 2025 7,873,387 $ 118,698 $ 165,495 $ ( 903 ) $ 283,290

Net income — — 10,078 — 10,078

Other comprehensive income, net of tax — — — 333 333

Cash dividends declared ($ 0.20 per share)

— — ( 1,565 ) — ( 1,565 )

Stock-based compensation expense — 655 — — 655

Forfeitures of restricted stock ( 2,119 ) — — — —

Issuance of restricted stock 6,175 — — — —

Balance at September 30, 2025 7,877,443 $ 119,353 $ 174,008 $ ( 570 ) $ 292,791

Number of Outstanding Shares Common Stock Retained Earnings Accumulated Other Comprehensive (Loss) Income Total

Balance at June 30, 2024 7,866,499 $ 118,037 $ 150,895 $ ( 1,956 ) $ 266,976

Net income — — 1,926 — 1,926

Other comprehensive income, net of tax — — — 196 196

Cash dividends declared ($ 0.20 per share)

— — ( 1,564 ) — ( 1,564 )

Stock-based compensation expense — 623 — — 623

Forfeitures of restricted stock ( 1,562 ) — — — —

Issuance of restricted stock 3,306 — — — —

Repurchase of common stock ( 9,670 ) ( 231 ) — — ( 231 )

Balance at September 30, 2024 7,858,573 $ 118,429 $ 151,257 $ ( 1,760 ) $ 267,926

See accompanying notes to consolidated financial statements (unaudited)

Bankwell Financial Group, Inc.

Consolidated Statements of Shareholders' Equity - (unaudited)

(In thousands, except share data)

Number of Outstanding Shares Common Stock Retained Earnings Accumulated Other Comprehensive (Loss) Income Total

Balance at December 31, 2025 7,899,943 $ 120,118 $ 181,587 $ ( 216 ) $ 301,489

Net income — — 11,275 — 11,275

Other comprehensive income, net of tax — — — 674 674

Other comprehensive (loss), net of tax — — — ( 259 ) ( 259 )

Cash dividends declared ($ 0.20 per share)

4 unchanged sentences

Repurchase of common stock ( 3,317 ) ( 150 ) — — ( 150 )

Balance at September 30, 2025 7,877,443 $ 119,353 $ 174,008 $ ( 570 ) $ 292,791

Balance at March 31, 2026 7,973,180 $ 121,060 $ 191,281 $ ( 475 ) $ 311,866

Number of Outstanding Shares Common Stock Retained Earnings Accumulated Other Comprehensive (Loss) Income Total

1 unchanged sentence

Net income — — 6,888 — 6,888

Other comprehensive (loss), net of tax — — — ( 96 ) ( 96 )

Other comprehensive income, net of tax — — — 48 48

Cash dividends declared ($ 0.20 per share)

4 unchanged sentences

Repurchase of common stock ( 29,924 ) ( 912 ) — — ( 912 )

Balance at September 30, 2024 7,858,573 $ 118,429 $ 151,257 $ ( 1,760 ) $ 267,926

Balance at March 31, 2025 7,888,013 $ 118,439 $ 157,971 $ ( 1,196 ) $ 275,214

See accompanying notes to consolidated financial statements (unaudited)

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

2 unchanged sentences

Net amortization of premiums and discounts on investment securities 54 30

Provision for credit losses 424 18,162

(Credit) provision for deferred income taxes ( 48 ) 132

(Credit) provision for credit losses ( 1,029 ) 463

Credit for deferred income taxes — 176

Change in fair value of marketable equity securities 25 ( 31 )

4 unchanged sentences

Stock-based compensation 1,092 243

Loss on sale of other real estate owned, net 103 —

Change in other real estate owned ( 140 ) —

Changes in other real estate owned, net — 103

Net change in:

Deferred tax assets 554 —

Deferred loan fees ( 566 ) 1

6 unchanged sentences

Proceeds from principal repayments on held to maturity securities 83 61

Net proceeds from sales and calls of available for sale securities 20,000 —

Net proceeds from calls of held to maturity securities 7,500 —

Net proceeds from maturities of available for sale securities 3,000 10,000

Net proceeds from sales of held to maturity securities — 28

Purchases of marketable equity securities ( 32 ) ( 16 )

Purchases of available for sale securities ( 10,006 ) —

Purchases of held to maturity securities ( 643 ) ( 19,289 )

Net (increase) decrease in loans ( 45,848 ) 57,468

Proceeds from sales of loans 26,364 4,662

Proceeds from sales of loans not originated for sale 21,461 4,119

Purchases of premises and equipment, net ( 470 ) ( 97 )

1 unchanged sentence

Proceeds from the sale of other real estate owned — 8,195

Net cash provided by investing activities 18,301 62,002

Net cash (used in) provided by investing activities ( 18,781 ) 83,089

See accompanying notes to consolidated financial statements (unaudited)

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from financing activities

6 unchanged sentences

Net cash (used in) financing activities 4,037 ( 89,610 )

Net (decrease) increase in cash and cash equivalents ( 12,164 ) 22,180

Net decrease in cash and cash equivalents ( 7,020 ) ( 2,596 )

Cash and cash equivalents:

5 unchanged sentences

Income taxes:

New York City 26 98

New York State 103 397

Pennsylvania 150 —

New Jersey — —

Noncash investing and financing activities:

Loans transferred to other real estate owned $ 1,284 $ —

Net change in unrealized gains or losses on available for sale securities ( 393 ) 1,197

9 unchanged sentences

In addition, the Bank pursues certain types of commercial lending opportunities outside our market, particularly where we have strong business relationships.

The Bank operates branches in New Canaan, Stamford, Fairfield, Westport, Darien, Norwalk, and Hamden, Connecticut.

The Bank operates full-service branches in New Canaan, Stamford, Fairfield, Westport, Darien, Norwalk, and Hamden, Connecticut.

The Bank also operates a full-service branch in Brooklyn, New York.

The Bank operates in a limited service Domestic Representative Office in New Canaan, Connecticut and in Garden City, New York.

Principles of Consolidation

26 unchanged sentences

Declines in property values in these areas could significantly impact the Company.

The Company maintains a significant portfolio of commercial real estate loans, with an increasing share being owner-occupied properties, which typically carry a lower risk profile.

The Company has a significant concentration in commercial real estate loans, with a growing percentage being owner-occupied, which present a lower risk profile.

ACL-Loans and Allowance for Credit Losses-Unfunded Commitments ("ACL-Unfunded Commitments")

20 unchanged sentences

To account for economic uncertainty, the Company incorporates multiple economic scenarios in determining the ACL.

The scenarios include variables such as Gross Domestic Product, interest rates, property price indices, and employment measures, among others.

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.

7 unchanged sentences

The Company also individually evaluates all insurance premium loans.

While insurance premium loans are technically consumer loans, the third-party Consumer ACL model is designed for unsecured lending, whereas these loans are secured.

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 of life insurance, and in some cases real estate.

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.

7 unchanged sentences

Government and as a result, management has a zero loss expectation.

No ACL-Securities was recorded for these securities as of September 30, 2025.

No ACL-Securities was recorded for these securities as of March 31, 2026.

For the corporate bond portfolio, the Company developed a metric that 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 is no expected credit loss, and therefore, no ACL-Securities were recognized on the corporate bond portfolio as of September 30, 2025.

Of our held to maturity securities portfolio, four securities fair values were less than each such security's amortized cost as of September 30, 2025.

Since these are highly rated state agency and municipal obligations, the Company's expectation of nonpayment of the amortized cost basis is zero.

No allowance for ACL-Securities was recorded for these securities as of September 30, 2025.

Of our held to maturity securities portfolio, four securities fair value was less than their amortized cost as of March 31, 2026.

Since these are a highly rated state agency and municipal obligations, the Company's expectation of nonpayment of the amortized cost basis is zero.

No allowance for ALC-Securities was recorded for these securities as of March 31, 2026.

Common Share Repurchases

11 unchanged sentences

"Reporting Comprehensive Income - Expense Disaggregation Disclosures":

The amendments in this update is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions.

The amendments in this update are to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions.

The amendments in this update are effective for annual periods beginning after December 15, 2026.

2 unchanged sentences

Following the issuance of Update 2024-03, this amendment clarifies the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities).

The amendment is effective for public business entities for annual reporting periods beginning after December 15, 2026.

The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026.

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.

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.

2025-09—Derivatives and Hedging:

"Hedge Accounting Improvements":

The amendments in this update are to better align accounting with risk management and address reference rate reform challenges.

The update introduces changes across five areas, including broadening similar risk assessment for cash flow hedges, introducing a model for Choose-Your-Rate debt, and replacing the contractually specified component model for nonfinancial forecasted transactions.

The amendment is effective for public business entities for annual reporting periods beginning after December 15, 2026.

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 issued accounting pronouncements that have been adopted

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:

That accrued interest be included in the disclosure of liabilities incurred in securities borrowing or repurchase or resale transactions.

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.

Disclosure of the weighted-average interest rates of repurchase liabilities for public business entities.

Disclosure of amounts at risk with an individual counterparty if that amount exceeds more than 10 percent of shareholder’s equity.

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 entities, the amendments will be effective two years later.

The amendments in this update are to 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 has adopted this ASU in December 2024 and it did not have a material impact on existing disclosures.

Investment Securities

The amortized cost, gross unrealized gains and losses and fair value of available for sale and held to maturity securities at September 30, 2025 were as follows:

September 30, 2025

The amortized cost, gross unrealized gains and losses and fair value of available for sale and held to maturity securities at March 31, 2026 were as follows:

March 31, 2026

Amortized Cost Gross Unrealized Fair Value

10 unchanged sentences

Due from five through ten years 7,000 — ( 478 ) 6,522

Due after ten years — — — —

Total corporate bonds 8,000 — ( 486 ) 7,514

2 unchanged sentences

State agency and municipal obligations

Less than one year $ — $ — $ — $ —

Due from five through ten years 7,114 62 ( 242 ) 6,934

Due after ten years 22,272 1,208 ( 191 ) 23,289

Government-sponsored mortgage backed securities

No contractual maturity — — — —

Total held to maturity securities $ 29,386 $ 1,270 $ ( 433 ) $ 30,223

11 unchanged sentences

Corporate bonds

Due from one through five years 4,000 2 ( 22 ) 3,980

Due from five through ten years 7,000 — ( 495 ) 6,505

7 unchanged sentences

Due after ten years 26,701 1,650 ( 200 ) 28,151

Total state and municipal obligations 36,525 1,227 ( 1,090 ) 36,662

Government-sponsored mortgage backed securities

No contractual maturity 28 1 — 29

Total held to maturity securities $ 29,465 $ 1,780 $ ( 200 ) $ 31,045

There was one sale and no sales of investment securities during the nine months ended September 30, 2025 or 2024, respectively.

At September 30, 2025 and December 31, 2024, none of the Company's securities were pledged as collateral with the Federal Home Loan Bank ("FHLB") or any other institution.

As of September 30, 2025 and December 31, 2024, the actual durations of the Company's available for sale securities were significantly shorter than the stated maturities.

As of September 30, 2025 , the Company held marketable equity securities with a fair value of $ 2.2 million and an amortized cost of $ 2.3 million.

There were no sales of investment securities during the three months ended March 31, 2026.

There was one sale of investment securities during the three months ended March 31, 2025.

At March 31, 2026 and December 31, 2025, $ 150.4 million and $ 151.4 million of the Company's securities, respectively, were pledged as collateral with the Federal Home Loan Bank ("FHLB").

As of March 31, 2026 and December 31, 2025, the actual durations of the Company's available for sale securities were significantly shorter than the stated maturities.

As of March 31, 2026, t he Company held marketable equity securities with a fair value of $ 2.3 million and an amortized cost of $ 2.4 million.

At December 31, 2025, the Company held marketable equity securities with a fair value of $ 2.2 million and an amortized cost of $ 2.3 million.

These securities represent an investment in mutual funds that have an objective to make investments for Community Reinvestment Act ("CRA") purposes.

The following tables provide information regarding available for sale securities and held to maturity securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2025 and December 31, 2024:

The following tables provide information regarding available for sale securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2026 and December 31, 2025:

Length of Time in Continuous Unrealized Loss Position

5 unchanged sentences

(Dollars in thousands)

September 30, 2025

March 31, 2026

Government and agency obligations $ 75,077 $ ( 698 ) 0.92 % $ 53,314 $ ( 1,556 ) 2.84 % $ 128,391 $ ( 2,254 ) 3.76 %

Corporate bonds — — — 7,515 ( 485 ) 6.07 7,515 ( 485 ) 6.07

State agency and municipal obligations — — — 7,546 ( 325 ) 4.13 7,546 ( 325 ) 4.13

Total investment securities $ — $ — — % $ 73,911 $ ( 3,004 ) 3.91 % $ 73,911 $ ( 3,004 ) 3.91 %

Total Available for sale investment securities $ 75,077 $ ( 698 ) 0.92 % $ 60,829 $ ( 2,041 ) 3.25 % $ 135,906 $ ( 2,739 ) 1.98 %

Length of Time in Continuous Unrealized Loss Position

8 unchanged sentences

Corporate bonds — — — 7,483 ( 517 ) 6.47 7,483 ( 517 ) 6.47

State agency and municipal obligations 7,361 ( 254 ) ( 3.33 ) 3,802 ( 836 ) 18.03 11,163 ( 1,090 ) 8.89

Total investment securities $ 7,361 $ ( 254 ) ( 3.33 ) % $ 101,227 $ ( 5,917 ) 5.52 % $ 108,588 $ ( 6,171 ) 5.38 %

There were thirty-one and thirty-seven available for sale securities or held to maturity securities as of September 30, 2025 and December 31, 2024, respectively, in which the fair value of the security was less than the amortized cost of the security.

Total Available for sale investment securities $ 50,496 $ ( 346 ) 0.68 % $ 61,803 $ ( 2,147 ) 3.36 % $ 112,299 $ ( 2,493 ) 2.17 %

There were twenty-six and twenty-five available for sale securities as of March 31, 2026 and December 31, 2025, respectively, in which the fair value of the security was less than the amortized cost of the security.

Government and agency obligations owned are either direct obligations of the U.S.

3 unchanged sentences

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 September 30, 2025 until the decline in value has recovered or the security has matured.

The Company has the intent and ability to retain its investment securities in an unrealized loss position at March 31, 2026 until the decline in value has recovered or the security has matured.

Loans Receivable and ACL-Loans

The following table sets forth a summary of the loan portfolio at September 30, 2025 and December 31, 2024:

(In thousands) September 30, 2025 December 31, 2024

The following table sets forth a summary of the loan portfolio at March 31, 2026 and December 31, 2025:

(In thousands) March 31, 2026 December 31, 2025

Real estate loans:

10 unchanged sentences

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

Loans may also be granted for the construction of commercial properties.

Loans may also be granted for the construction of income producing properties.

The majority of commercial mortgage loans are collateralized by first or second mortgages on real estate.

4 unchanged sentences

Real estate is the primary form of collateral.

Other important forms of collateral are business assets, deposits and marketable securities.

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 residential 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.

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 ACL-Loans

21 unchanged sentences

Commercial business loans generally have higher interest rates and shorter terms than other loans, and their repayment generally depends on the successful operation of the client’s business.

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.

The following tables set forth the activity in the Company’s ACL-Loans for the three and nine months ended September 30, 2025 and 2024, by portfolio segment:

Residential Real Estate Commercial Real Estate Construction Commercial Business Consumer Total

(In thousands)

Three Months Ended September 30, 2025

Beginning balance $ 65 $ 19,292 $ 2,904 $ 5,526 $ 1,469 $ 29,256

Charge-offs — — — ( 14 ) ( 46 ) ( 60 )

Recoveries — 270 — 86 12 368

(Credit) provision for credit losses ( 7 ) 776 ( 356 ) 174 ( 167 ) 420

Ending balance $ 58 $ 20,338 $ 2,548 $ 5,772 $ 1,268 $ 29,984

Residential Real Estate Commercial Real Estate Construction Commercial Business Consumer Total

(In thousands)

Three Months Ended September 30, 2024

Beginning balance $ 123 $ 22,473 $ 2,272 $ 10,647 $ 568 $ 36,083

Charge-offs — ( 8,184 ) ( 616 ) ( 7,010 ) ( 17 ) ( 15,827 )

Recoveries — 1,013 — ( 34 ) 1 980

(Credit) provision for credit losses ( 21 ) 6,676 ( 51 ) ( 83 ) ( 5 ) 6,516

Ending balance $ 102 $ 21,978 $ 1,605 $ 3,520 $ 547 $ 27,752

The following tables set forth the activity in the Company’s ACL-Loans for the three months ended March 31, 2026 and 2025, by portfolio segment:

Residential Real Estate Commercial Real Estate Construction Commercial Business Consumer Total

(In thousands)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Beginning balance $ 55 $ 20,255 $ 2,251 $ 6,635 $ 1,509 $ 30,705

1 unchanged sentence

Recoveries — 5 — 15 33 53

(Credit) provision for credit losses ( 36 ) ( 1,703 ) 489 1,529 347 626

Provision (credit) for credit losses ( 7 ) ( 1,672 ) ( 339 ) 1,204 ( 143 ) ( 957 )

Ending balance $ 48 $ 18,588 $ 1,912 $ 7,706 $ 1,326 $ 29,580

1 unchanged sentence

(In thousands)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Beginning Balance $ 94 $ 21,838 $ 2,059 $ 4,070 $ 946 $ 29,007

5 unchanged sentences

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 September 30, 2025 and December 31, 2024 (dollars in thousands):

Amortized Cost Balances by Origination Year as of September 30, 2025

The following tables present loans by origination and risk designation on an amortized cost basis (which includes deferred fees and costs and accrued interest) as of March 31, 2026 and December 31, 2025 (dollars in thousands):

Amortized Cost Balances by Origination Year as of March 31, 2026

2026 2025 2024 2023 2022 Prior Total

95 unchanged sentences

Current period charge-offs $ 103 $ — $ — $ — $ 67 $ 10 $ 180

Loans evaluated for impairment and the related ACL-Loans as of September 30, 2025 and December 31, 2024 were as follows:

Loans evaluated for impairment and the related ACL-Loans as of March 31, 2026 and December 31, 2025 were as follows:

Portfolio ACL-Loans

(In thousands)

September 30, 2025

March 31, 2026

Loans individually evaluated for impairment:

47 unchanged sentences

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 September 30, 2025 and December 31, 2024:

The following tables present credit risk ratings by loan segment as of March 31, 2026 and December 31, 2025:

Commercial Credit Quality Indicators

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Commercial Real Estate Construction Commercial Business Total Commercial Real Estate Construction Commercial Business Total

7 unchanged sentences

Residential and Consumer Credit Quality Indicators

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Residential Real Estate Consumer Total Residential Real Estate Consumer Total

15 unchanged sentences

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.

The following tables set forth certain information with respect to the Company's loan portfolio delinquencies by portfolio segment as of September 30, 2025 and December 31, 2024:

September 30, 2025

The following tables set forth certain information with respect to the Company's loan portfolio delinquencies by portfolio segment as of March 31, 2026 and December 31, 2025:

March 31, 2026

30-59 Days Past Due 60-89 Days Past Due 90 Days or Greater Past Due Total Past Due Current Total Loans

17 unchanged sentences

Total loans $ 1,724 $ 17 $ 7,174 $ 8,915 $ 2,831,157 $ 2,840,072

There w ere no lo ans delinquent greater than 90 days and still accruing interest as of September 30, 2025 or December 31, 2024.

There w ere no lo ans delinquent greater than 90 days and still accruing interest as of March 31, 2026 or December 31, 2025.

Loans on nonaccrual status

The following is a summary of nonaccrual loans by portfolio segment as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

The following is a summary of nonaccrual loans by portfolio segment as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

(In thousands)

4 unchanged sentences

Total $ 19,036 $ 16,304

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 nine months ended September 30, 2025 and 2024 was $ 1.3 million and $ 3.0 million, respectively.

At September 30, 2025 and December 31, 2024, there were no commitments to lend additional funds to any borrower on nonaccrual status.

Nonaccrual loans with no specific reserve totaled $ 17.0 million and $ 53.3 million at September 30, 2025 and December 31, 2024, respectively, as these loans were deemed to be adequately collateralized.

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 three months ended March 31, 2026 and 2025 was $ 0.5 million and $ 0.6 million, respectively.

At March 31, 2026 and December 31, 2025, there were no commitments to lend additional funds to any borrower on nonaccrual status.

Nonaccrual loans with no specific reserve totaled $ 19.0 million and $ 16.3 million at March 31, 2026 and December 31, 2025, respectively, as these loans were deemed to be adequately collateralized.

Individually evaluated loans

1 unchanged sentence

Individually evaluated loans are individually evaluated for credit losses.

The Company also individually evaluates all insurance premium loans within the Consumer portfolio segment, irrespective of credit risk ratings.

The following table summarizes individually evaluated loans by portfolio segment as of September 30, 2025 and December 31, 2024.

Within the Consumer portfolio segment, the Company individually evaluated all insurance premium loans as well as cash-secured loans to individuals.

The following table summarizes individually evaluated loans by portfolio segment as of March 31, 2026 and December 31, 2025.

Carrying Amount Unpaid Principal Balance Associated ACL-Loans

September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025

(In thousands)

14 unchanged sentences

Total individually evaluated loans $ 70,141 $ 78,933 $ 80,988 $ 89,670 $ — $ —

The following tables summarize the average carrying amount of individually evaluated loans and interest income recognized on individually evaluated loans by portfolio segment for the three and nine months ended September 30, 2025 and 2024:

Average Carrying Amount Interest Income Recognized

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(In thousands)

Individually evaluated loans without a valuation allowance:

Residential real estate $ 2,805 $ 3,606 $ 72 $ 52

Commercial real estate 15,805 52,072 27 287

Commercial business 3,057 13,703 168 128

Construction — 9,176 — —

Consumer 31,755 26,477 353 363

Total individually evaluated loans without a valuation allowance 53,422 105,034 620 830

Individually evaluated loans with a valuation allowance:

Residential real estate $ — $ — $ — $ —

Commercial real estate — — — —

Commercial business — 629 — 11

Construction — — — —

Consumer — — — —

Total individually evaluated loans with a valuation allowance — 629 — 11

Total individually evaluated loans $ 53,422 $ 105,663 $ 620 $ 841

The following table summarizes the average carrying amount of individually evaluated loans and interest income recognized on individually evaluated loans by portfolio segment for the three months ended March 31, 2026 and 2025:

Average Carrying Amount Interest Income Recognized

Nine Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31, Three Months Ended March

2026 2025 2026 2025

16 unchanged sentences

Loan Modifications

A loan will be considered modified as defined by ASC 326 when both of the following conditions are met:

A loan will be considered modified as defined by ASU 326 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 were two new loan modifications reportable under ASC 326 for $ 0.2 million at September 30, 2025.

There was one new loan modification reportable under ASC 326 for $ 4.0 million at December 31, 2024.

There were no nonaccrual modified loans at September 30, 2025.

There was one nonaccrual modified loan at December 31, 2024.

There were no loans modified that re-defaulted at September 30, 2025 and December 31, 2024.

There were no new loan modifications reportable under ASU 326 at March 31, 2026.

There was one loan modification reportable under ASC 326 for $ 0.3 million at December 31, 2025.

There were no nonaccrual modified loans at March 31, 2026 and December 31, 2025.

There were no loans modified that re-defaulted at March 31, 2026 and December 31, 2025.

Allowance for credit losses (ACL)-Unfunded Commitments

1 unchanged sentence

The provision is recorded within the Provision for credit losses on the Company’s Consolidated Statements of Income.

The following table presents a roll forward of the ACL-Unfunded Commitments for the three and nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table presents a roll forward of the ACL-Unfunded Commitments for the three months ended March 31, 2026 and March 31, 2025:

Three Months Ended March 31,

(In thousands)

2 unchanged sentences

Balance at end of period $ 416 $ 681

Components of Provision for Credit Losses

The following table summarizes the Provision for credit losses for the three and nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Components of Provision (Credit) for Credit Losses

The following table summarizes the Provision (credit) for credit losses for the three months ended March 31, 2026 and March 31, 2025:

Three Months Ended March 31,

(In thousands)

1 unchanged sentence

(Credit) for credit losses (unfunded commitments) ( 72 ) ( 75 )

Provision for credit losses $ 372 $ 6,296 $ 424 $ 18,162

(Credit) provision for credit losses $ ( 1,029 ) $ 463

Shareholders' Equity

The Company has 10,000,000 shares authoriz ed and 7,877,443 shares issued and outstanding at September 30, 2025 and 10,000,000 shares authorized and 7,859,873 shares issued and outstanding at December 31, 2024.

The Company has 10,000,000 shares authoriz ed and 7,973,180 shares issued and outstanding at March 31, 2026 and 10,000,000 shares authorized and 7,899,943 shares issued and outstanding at December 31, 2025.

The Company's stock is traded on the Nasdaq Global Market under the ticker symbol BWFG.

4 unchanged sentences

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 ("Prior Plan") and, on October 27, 2021, the Company’s Board of Directors authorized the repurchase of an additional 200,000 shares under the Prior Plan.

During the year ended December 31, 2024, the Company purchased 85,990 shares of its Common Stock at a weighted average of $ 24.82 per share.

The Company purchased 535,802 shares of the Company's common stock pursuant to the Prior Plan.

On October 28, 2024, the Company announced that on October 23, 2024, its Board of Directors authorized a share repurchase plan ("New Plan").

Under the terms of the New Plan, the Company is authorized to buy back up to 250,000 shares of its outstanding common stock.

In connection with the authorization of the New Plan, the Company terminated the Prior Plan.

During the year ended December 31, 2024, the Company purchased no shares under the New Plan.

On October 28, 2024, the Company announced that on October 23, 2024, its Board of Directors authorized a share repurchase plan (the "Plan").

Under the terms of the Plan, the Company is authorized to buy back up to 250,000 shares of its outstanding common stock.

The Plan replaced a repurchase plan adopted in December 2018 and amended in October 2021 pursuant to which the Company purchased 535,802 shares of its common stock.

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.

1 unchanged sentence

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 nine months ended September 30, 2025, the Company purchased 44,550 shares of its Common Stock at a weighted average price of $ 29.93 per share.

During the three months ended March 31, 2026, the Company purchased 3,317 shares of its common stock at a weighted average price of $ 45.32 per share.

During the year ended December 31, 2025, the Company purchased 44,550 shares of its common stock at a weighted average price of $ 29.93 per share.

Comprehensive Income

2 unchanged sentences

Changes in fair value of the Company's cash flow swap derivatives are primarily driven by changes in interest rates and recognized in other comprehensive income.

The Company’s total compreh ensive income or loss for the three and nine months ended September 30, 2025 and September 30, 2024 is reported in the Consolidated Statements of Comprehensive Income.

The following tables present the changes in accumulated other comprehensive income (loss) by component, net of tax for the three and nine months ended September 30, 2025 and September 30, 2024:

Net Unrealized Gain (Loss) on Available for Sale Securities Net Unrealized Gain (Loss) on Interest Rate Swaps Total

(In thousands)

Balance at June 30, 2025 $ ( 2,412 ) $ 1,509 $ ( 903 )

Other comprehensive income (loss) before reclassifications, net of tax 444 ( 33 ) 411

Amounts reclassified from accumulated other comprehensive (loss) income, net of tax — ( 78 ) ( 78 )

Net other comprehensive income (loss) 444 ( 111 ) 333

Balance at September 30, 2025 $ ( 1,968 ) $ 1,398 $ ( 570 )

Net Unrealized Gain (Loss) on Available for Sale Securities Net Unrealized Gain (Loss) on Interest Rate Swaps Total

(In thousands)

Balance at June 30, 2024 $ ( 5,622 ) $ 3,666 $ ( 1,956 )

Other comprehensive income (loss) before reclassifications, net of tax 2,050 ( 1,338 ) 712

Amounts reclassified from accumulated other comprehensive (loss) income, net of tax — ( 516 ) ( 516 )

Net other comprehensive income (loss) 2,050 ( 1,854 ) 196

Balance at September 30, 2024 $ ( 3,572 ) $ 1,812 $ ( 1,760 )

The Company’s total compreh ensive income or loss for the three months ended March 31, 2026 and March 31, 2025 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 three months ended March 31, 2026 and March 31, 2025:

Net Unrealized Gain (Loss) on Available for Sale Securities Net Unrealized Gain (Loss) on Interest Rate Swaps Total

2 unchanged sentences

Other comprehensive income (loss) before reclassifications, net of tax ( 300 ) 86 ( 214 )

Amounts reclassified from accumulated other comprehensive (loss) income, net of tax — ( 689 ) ( 689 )

Amounts reclassified from accumulated other comprehensive income, net of tax — ( 45 ) ( 45 )

Net other comprehensive income (loss) ( 300 ) 41 ( 259 )

Balance at September 30, 2025 $ ( 1,968 ) $ 1,398 $ ( 570 )

Balance at March 31, 2026 $ ( 2,074 ) $ 1,599 $ ( 475 )

Net Unrealized Gain (Loss) on Available for Sale Securities Net Unrealized Gain (Loss) on Interest Rate Swaps Total

1 unchanged sentence

Balance at December 31, 2024 $ ( 3,832 ) $ 2,588 $ ( 1,244 )

Other comprehensive income (loss) before reclassifications, net of tax 2,238 357 2,595

Amounts reclassified from accumulated other comprehensive (loss) income, net of tax — ( 2,691 ) ( 2,691 )

Net other comprehensive income (loss) 2,238 ( 2,334 ) ( 96 )

Balance at September 30, 2024 $ ( 3,572 ) $ 1,812 $ ( 1,760 )

Other comprehensive (loss) income before reclassifications, net of tax 914 ( 399 ) 515

Amounts reclassified from accumulated other comprehensive income, net of tax — ( 467 ) ( 467 )

Net other comprehensive (loss) income 914 ( 866 ) 48

Balance at March 31, 2025 $ ( 2,918 ) $ 1,722 $ ( 1,196 )

The following table provides information for the items reclassified from accumulated other comprehensive income or loss:

Accumulated Other Comprehensive Income Components Three Months Ended September 30, Nine Months Ended June 30, Associated Line Item in the Consolidated Statements of Income

2025 2024 2025 2024

Accumulated Other Comprehensive Income Components Three Months Ended March 31, Associated Line Item in the Consolidated Statements of Income

(In thousands)

Unrealized gains on derivatives $ 103 $ 1,087 $ 902 $ 3,601 Interest expense on borrowings

Tax expense ( 24 ) ( 257 ) ( 213 ) ( 908 ) Income tax expense

Unrealized gains (losses) on derivatives $ 58 $ 612 Interest expense on borrowings

Tax (expense) benefit ( 13 ) ( 145 ) Income tax expense

Net of tax $ 45 $ 467

7 unchanged sentences

The following table 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:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands, except per share data)

19 unchanged sentences

The Bank must maintain the capital conservation buffer to avoid restrictions on the ability to 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 became 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 September 30, 2025, the Bank and Company met all capital adequacy requirements to which they are subject.

As of March 31, 2026, 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.

The capital amounts and ratios for the Bank and the Company at September 30, 2025 and December 31, 2024 were as follows:

The capital amounts and ratios for the Bank and the Company at March 31, 2026 and December 31, 2025 were as follows:

Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions

2 unchanged sentences

Bankwell Bank

September 30, 2025

March 31, 2026

Common Equity Tier 1 Capital to Risk-Weighted Assets $ 347,622 11.97 % $ 203,353 7.00 % $ 188,828 6.50 %

6 unchanged sentences

Bankwell Financial Group, Inc.

September 30, 2025

March 31, 2026

Common Equity Tier 1 Capital to Risk-Weighted Assets $ 308,447 10.59 % $ 131,086 4.50 % $ 189,346 6.50 %

25 unchanged sentences

Reserve Requirements on Cash

The Bank was not required to maintain a minimum reserve balance in the Federal Reserve Bank (FRB) at September 30, 2025 or December 31, 2024.

At September 30, 2025 and December 31, 2024, deposits consisted of the following:

September 30, 2025 December 31, 2024

The Bank was not required to maintain a minimum reserve balance in the Federal Reserve Bank (FRB) at March 31, 2026 or December 31, 2025.

At March 31, 2026 and December 31, 2025, deposits consisted of the following:

March 31, 2026 December 31, 2025

(In thousands)

7 unchanged sentences

Total deposits $ 2,885,249 $ 2,829,481

Maturities of time certificates of deposit as of September 30, 2025 and December 31, 2024 are summarized below:

September 30, 2025 December 31, 2024

Maturities of time certificates of deposit as of March 31, 2026 and December 31, 2025 are summarized below:

March 31, 2026 December 31, 2025

(In thousands)

2 unchanged sentences

2028 1,207 1,038

2028 1,025 6,222

2029 and thereafter 58 10,025

After 2030 26 25

Total $ 1,157,270 $ 1,230,362

The aggregate amount of individual certificate accounts with balances of $250,000 or more was approximately $ 243.2 million at September 30, 2025 and $ 232.6 million at December 31, 2024.

Brokered certificates of deposits totaled $ 555.0 million at September 30, 2025 and $ 651.5 million at December 31, 2024, respectively.

Brokered money market accounts totaled $ 53.7 million at September 30, 2025 a nd $ 53.5 million at December 31, 2024, respectively.

Certificates of deposits from national listing services were $ 54.6 million and $ 109.1 million as of September 30, 2025 and December 31, 2024, respectively.

There were no one-way buy Certificate of Deposit Account Registry Service ("CDARS") or one-way buy Insured Cash Sweep Service ("ICS") at September 30, 2025 or December 31, 2024.

The aggregate amount of individual certificate accounts, with balances of $250,000 or more, was approximately $ 232.8 million at March 31, 2026 and $ 245.0 million at December 31, 2025.

Brokered certificates of deposits totaled $ 460.6 million at March 31, 2026 and $ 505.0 million at December 31, 2025, respectively.

Brokered money market accounts totaled $ 53.7 million at March 31, 2026 and $ 53.7 million at December 31, 2025, respectively.

Certificate of deposits from national listing services were $ 32.9 million and $ 42.3 million as of March 31, 2026 and December 31, 2025, respectively.

There were no one-way buy Certificate of Deposit Account Registry Service ("CDARS") or one-way buy Insured Cash Sweep Service ("ICS") at March 31, 2026 or December 31, 2025.

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 on deposits by account type for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table summarizes interest expense on deposits by account type for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In thousands)

6 unchanged sentences

Equity award plans

The Company has unvested restricted stock outstanding under two equity award plans, which are collectively referred to as the “Stock Plans”.

The current plan under which any future issuances of equity awards will be made is the 2022 Bankwell Financial Group, Inc.

The Company has unvested restricted stock outstanding under the 2022 Bankwell Financial Group, Inc.

Stock Plan, or the “2022 Plan”.

All equity awards made under the 2022 Plan 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 of restricted stock.

At September 30, 2025, there were 296,800 shares reserved for future issuance under the 2022 Plan.

Although the 2022 Plan authorizes multiple forms of equity grants, to date, all equity awards under the 2022 Plan have been in the form of restricted stock.

At March 31, 2026, there were 197,746 shares reserved for future issuance under the 2022 Plan.

Restricted Stock :

2 unchanged sentences

Restricted stock awards generally vest over one to five years .

The following table presents the activity for restricted stock for the nine months ended September 30, 2025:

Nine Months Ended September 30, 2025

The following table presents the activity for restricted stock for the three months ended March 31, 2026:

Three Months Ended March 31, 2026

Number of Shares Weighted Average Grant Date Fair Value

4 unchanged sentences

Unvested at end of period 202,365

(1) Includes 35,186 shares of performance based restricted stock.

(2) Includes 34,271 shares of performance based restricted stock.

(1) Inclu des 74,921 shares of performan ce based restricted stock.

(2) Includes 14,618 shares of p erformance based restricted stock.

(3) Includes 16,664 shares of performance based restricted stock.

The total fair value of restricted stock awards vested during the nine months ended September 30, 2025 was $ 3.3 million.

The Company's restricted stock expense for the nine months ended September 30, 2025 and September 30, 2024 was $ 1.6 million and $ 2.3 million, respectively.

At September 30, 2025, there was $ 3.8 million of unrecognized stock compensation expense for restricted stock, expected to be recognized over a weighted average period of 1.4 years.

The total fair value of restricted stock awards vested during the three months ended March 31, 2026 was $ 4.0 million.

The Company's restricted stock expense for the three months ended March 31, 2026 and March 31, 2025 was $ 1.1 million and $ 0.2 million, respectively.

At March 31, 2026, there was $ 6.8 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 Compa ny has 52,421 shares of performance based restricted stock outstanding as of September 30, 2025 pursuant to the Company’s Stock Plans.

The awards generally 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 has 72,875 shares of performance based restricted stock outstanding as of March 31, 2026 pursuant to the Stock Plan.

Awards granted prior to 2025 generally vest over a three year service period, provided certain performance metrics are met.

In 2025, the Company transitioned to three-year cliff vesting for performance-based awards.

The share quantity that ultimately vests can range between 0 % and 200 % ( 150 % for awards granted after 2023), 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 metrics will be met and (b) the fair market value of the Company’s stock at the date of the grant.

2 unchanged sentences

The Company does not use derivatives for speculative purposes.

As of September 30, 2025, the Company was a party to one cash flow swap, designated as a hedging instrument, to add stability to interest expense and to manage its exposure to the variability of the future cash flows attributable to the contractually specified interest rate.

The notional amount for the swap i s $ 25 million and the Company has entered into a pay-fixed cash flow swap to convert either rolling 90 - day Federal Home Loan Bank advances or brokered deposits.

As of March 31, 2026, the Company was a party to one cash flow swap, designated as a hedging instrument, 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 the swap is $ 25 million and the Company has entered into the pay-fixed cash flow swap to convert rolling 90 - day Federal Home Loan Bank 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 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 (“PLM”).

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.

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.

1 unchanged sentence

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.

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 September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

The pay-fixed portfolio layer method fair value swap matured in the first quarter of 2026.

March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025

Carrying Value of Hedged Asset Hedged Items

3 unchanged sentences

(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 amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period.

As of September 30, 2025 and December 31, 2024, the amortized cost basis of the closed portfolio used in this hedging relationship was $ 479.2 million and $ 529.6 million, the cumulative basis adjustments associated with this hedging relationships was $ 0.1 million and $ 2.1 million, respectively.

As of September 30, 2025 and December 31, 2024, t he amount of the designated hedged item was $ 150.0 million, respectively.

As of September 30, 2025, the Company has interest rate swaps not designated as hedging instruments, to minimize interest rate risk exposure with loans to clients.

As of December 31, 2025, the amortized cost basis of the closed portfolio used in this hedging relationship was $ 470.6 million , the cumulative basis adjustments associated with this hedging relationships was $ 0.2 million.

As of December 31, 2025, t he amount of the designated hedged item was $ 150.0 million.

As of March 31, 2026, 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-client related interest rate swaps as either effective cash flow or fair value swaps.

None of the interest rate swap agreements contain any credit risk related contingent features.

No interest rate swap agreement contains 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.

3 unchanged sentences

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.

Information about derivative instruments at September 30, 2025 and December 31, 2024 is as follows:

As of September 30, 2025

Information about derivative instruments at March 31, 2026 and December 31, 2025 is as follows:

As of March 31, 2026

Derivative Assets Derivative Liabilities

2 unchanged sentences

Derivatives designated as hedging instruments:

Interest rate swap $ 25,000 Other assets $ 1,709 $ — Accrued expenses and other liabilities $ —

Interest rate swaps $ 25,000 Other assets $ 1,982 $ — Accrued expenses and other liabilities $ —

Fair value swap $ — Other assets $ — $ — Accrued expenses and other liabilities $ —

3 unchanged sentences

(1) Represents interest rate swaps with commercial banking clients, which are offset by derivatives with a third party.

Accru ed in terest receivables related to interest rate swaps as of September 30, 2025 totaled $ 0.1 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 $ 1.6 million as of September 30, 2025.

Accru ed interest receivables related to interest rate swaps as of March 31, 2026 totaled $ 0.1 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 $ 2.1 million as of March 31, 2026.

As of December 31, 2025

19 unchanged sentences

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 three and nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended September 30, Three Months Ended September 30,

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 three months ended March 31, 2026 and March 31, 2025:

Three Months Ended March 31,

(In thousands) 2026 2025

Interest rate swaps designated as cash flow hedges:

Unrealized gain (loss) recognized in accumulated other comprehensive income before reclassifications $ ( 45 ) $ ( 1,342 ) $ ( 659 ) $ 589

Amounts reclassified from accumulated other comprehensive income ( 103 ) ( 1,087 ) ( 900 ) ( 3,601 )

Income tax (expense) benefit on items recognized in accumulated other comprehensive income 37 575 369 678

Other comprehensive income $ ( 111 ) $ ( 1,854 ) $ ( 1,190 ) $ ( 2,334 )

Unrealized (loss) gain recognized in accumulated other comprehensive income before reclassifications $ 113 $ ( 522 )

Amounts reclassified from accumulated other comprehensive (loss) income ( 59 ) ( 612 )

Income tax benefit (expense) on items recognized in accumulated other comprehensive income ( 13 ) 268

Other comprehensive (loss) income $ 41 $ ( 866 )

The above unrealized gains and losses 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.

The following table summarizes the effect of the fair value hedging relationship recognized in the consolidated statements of income for the three and nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended

September 30, Nine Months Ended September 30,

The following table summarizes the effect of the fair value hedging relationship recognized in the consolidated statements of income for the three months ended March 31, 2026 and March 31, 2025:

Three Months Ended March 31,

(In thousands) 2026 2025

3 unchanged sentences

Total gain (loss) recognized in the consolidated statements of income within interest and fees on loans $ ( 140 ) $ 44

The following tables summarize gross and net information about derivative instruments that are offset in the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:

September 30, 2025

The following tables summarize gross and net information about derivative instruments that are offset in the Consolidated Balance Sheets at March 31, 2026 and December 31, 2025:

March 31, 2026

(In thousands)

4 unchanged sentences

(1) Includes accru ed interest receivable totaling $ 57 thousand .

September 30, 2025

March 31, 2026

(In thousands)

3 unchanged sentences

Derivative liabilities $ 3,106 $ — $ 3,106 $ — $ — $ 3,106

(1) Includes ac crued interest payable totaling $ 43 thousand .

(1) Includes net ac crued interest payable totaling $ 36 thousand .

December 31, 2025

12 unchanged sentences

(1) Includes net interest payable totaling $ 84 thousand.

Fair Value Measurements

The Company is required to account for certain assets at fair value on a recurring or non-recurring basis.

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.

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 September 30, 2025 and December 31, 2024, 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 nine months ended September 30, 2025 and for the year ended December 31, 2024.

(In thousands) Level 1 Level 2 Level 3

September 30, 2025:

Marketable equity securities $ 2,223 $ — $ —

Available for sale investment securities:

Government and agency obligations 59,482 25,656 —

Corporate bonds — 11,335 —

Derivative asset — 4,679 —

Derivative liability — 3,223 —

December 31, 2024:

Marketable equity securities $ 2,118 $ — $ —

Available for sale investment securities:

Government and agency obligations 63,557 28,025 —

Corporate bonds — 15,846 —

Derivative asset — 7,472 —

Derivative liability — 4,472 —

Marketable equity securities and available for sale investment 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 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.

The following table details the financial instruments measured at fair value on a nonrecurring basis at September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:

(In thousands) Level 1 Level 2 Level 3

September 30, 2025:

Individually evaluated loans $ — $ — $ 48,147

Servicing asset, net — — 853

December 31, 2024:

Individually evaluated loans $ — $ — $ 113,901

Servicing asset, net — — 558

The following table presents information about quantitative inputs and assumptions for Level 3 financial instruments carried at fair value on a nonrecurring basis at September 30, 2025 and December 31, 2024:

Fair Value Valuation Methodology Unobservable Input Range

(Dollars in thousands)

September 30, 2025:

Individually evaluated loans $ 16,354 Appraisals Discount to appraised value 5.00 % - 8.00 %

28,788 Appraisals, cash surrender value life insurance, securities, cash held as collateral Discounts to appraised value and securities value — % - 8.00 %

3,005 Discounted cash flows Discount rate 3.38 % - 7.91 %

Other real estate owned $ 1,284 Purchase offer Not Applicable

Servicing asset, net $ 853 Discounted cash flows Discount rate 10.00 %

Prepayment rate 3.00 % - 18.00 %

December 31, 2024:

Individually evaluated loans $ 45,203 Appraisals Discount to appraised value 8.00 %

58,363 Appraisals, cash surrender value life insurance, securities, cash held as collateral Discounts to appraised value and securities value — % - 8.00 %

10,335 Discounted cash flows Discount rate 3.38 % - 10.25 %

Other real estate owned $ 8,299 Purchase offer Not applicable

Servicing asset, net $ 558 Discounted cash flows Discount rate 10.00 %

Prepayment rate 3.00 % - 18.00 %

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 impairment amounts for collateral-dependent loans calculated in accordance with ASC 310-10 when establishing the ACL-Loans.

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 impairment amounts 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.

Fair Value of Financial Instruments

14 unchanged sentences

Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk.

The carrying values, fair values and placement in the fair value hierarchy of the Company's financial instruments at September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

The carrying values, fair values and placement in the fair value hierarchy of the Company's financial instruments at March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026

Carrying Value Fair Value Level 1 Level 2 Level 3

50 unchanged sentences

The carrying amount is a reasonable estimate of fair value.

Marketable equity securities, available for sale securities, and held to maturities:

Marketable equity securities and available for sale securities:

Fair values are based on quoted market prices or dealer quotes, if available.

4 unchanged sentences

Level 3 held to maturity securities represent private placement municipal housing authority bonds for which no quoted market price is available.

The fair value of these securities is estimated using a discounted cash flow model, using discount rates ranging from 4.4 % to 6.7 % as of September 30, 2025 and 5.3 % to 7.2 % as of December 31, 2024.

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 March 31, 2026 and 4.1 % to 6.4 % as of December 31, 2025 .

These securities are CRA eligible investments.

19 unchanged sentences

Off-balance-sheet instruments:

Loan commitments on which the committed interest rate is less than the current market rate are insignificant at September 30, 2025 and December 31, 2024 .

Loan commitments on which the committed interest rate is less than the current market rate are insignificant at March 31, 2026 and December 31, 2025 .

Other Real Estate Owned ("OREO"):

2 unchanged sentences

Accordingly, OREO are classified within Level 3 of the fair value hierarchy.

At September 30, 2025 and December 31, 2024 , the fair value of OREO was $ 1.3 million and $ 8.3 million respectively.

Fair Value Measurements

The Company is required to account for certain assets at fair value on a recurring or non-recurring basis.

The Company determines fair value in accordance with GAAP, which defines fair value and establishes a framework for measuring fair value.

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.

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.

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 March 31, 2026 and December 31, 2025, 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 three months ended March 31, 2026 or for the year ended December 31, 2025.

(In thousands) Level 1 Level 2 Level 3

March 31, 2026:

Marketable equity securities $ 2,254 $ — $ —

Available for sale investment securities:

Government and agency obligations 74,493 73,926 —

Corporate bonds — 7,515 —

Derivative asset — 5,052 —

Derivative liability — 3,070 —

December 31, 2025:

Marketable equity securities $ 2,248 $ — $ —

Available for sale investment securities:

Government and agency obligations 74,668 75,256 —

Corporate bonds — 10,845 —

Derivative asset — 4,970 —

Derivative liability — 3,201 —

Marketable equity securities and available for sale investment securities:

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 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 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.

The following table details the financial instruments measured at fair value on a nonrecurring basis at March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:

(In thousands) Level 1 Level 2 Level 3

March 31, 2026:

Individually evaluated loans $ — $ — $ 70,141

Servicing asset, net — — 1,348

December 31, 2025:

Individually evaluated loans $ — $ — $ 78,933

Servicing asset, net — — 1,035

The following table presents information about quantitative inputs and assumptions for Level 3 financial instruments carried at fair value on a nonrecurring basis at March 31, 2026 and December 31, 2025:

Fair Value Valuation Methodology Unobservable Input Range

(Dollars in thousands)

March 31, 2026:

Individually evaluated loans $ 39,861 Appraisals Discount to appraised value 0.00 % - 8.00 %

25,169 Appraisals, cash surrender value life insurance, securities, cash held as collateral Discounts to appraised value and securities value 0.00 % - 8.00 %

5,111 Discounted cash flows Discount rate 3.38 % - 10.00 %

Servicing asset, net $ 1,348 Discounted cash flows Discount rate 10.00 %

Prepayment rate 3.00 % - 18.00 %

December 31, 2025:

Individually evaluated loans $ 37,036 Appraisals Discount to appraised value 5.00 % - 8.00 %

38,820 Appraisals, cash surrender value life insurance, securities, cash held as collateral Discounts to appraised value and securities value 0.00 % - 8.00 %

3,077 Discounted cash flows Discount rate 3.38 % - 10.00 %

Servicing asset, net $ 1,035 Discounted cash flows Discount rate 10.00 %

Prepayment rate 3.00 % - 18.00 %

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 impairment amounts for collateral-dependent loans calculated in accordance with ASC 310-10 when establishing the ACL-Loans.

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.

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.

Subordinated debentures

17 unchanged sentences

The Company capitalized these costs and they have been presented within subordinated debentures on the consolidated balance sheets.

At September 30, 2025 and December 31, 2024, unamortized debt issuance costs were $ 0.4 million and $ 0.5 million, respectively.

At March 31, 2026 and December 31, 2025, unamortized debt issuance costs were $ 0.2 million and $ 0.3 million, resp ectively.

Debt issuance costs amortize over the expected life of the related debt.

For the three months ended September 30, 2025 and 2024 the amortization

expense for debt issuance costs were $ 62 thousand and $ 62 thousand, respectively, and were recognized as an increase to interest expense on borrowings within the Consolidated Statements of Income.

For the nine months ended September 30, 2025 and 2024 the amortization expense for debt issuance costs were $ 185 thousand and $ 185 thousand, respectively.

The Company recognized $ 0.8 million and $ 0.8 million in interest expense related to its subordinated debt for the three-month periods ended September 30, 2025 and 2024, respectively.

The Company recognized $ 2.4 million and $ 2.4 million in interest expense related to its subordinated debt for the nine-month periods ended September 30, 2025 and 2024, respectively.

For the three months ended March 31, 2026 and 2025 the amortization expense for debt issuance costs were $ 62 thousand and $ 62 thousand, respectively, and were recognized as an increase to interest expense on borrowings within the Consolidated Statements of Income.

The Co mpany recognized $ 0.8 million and $ 0.8 million in interest expense related to its subordinated debt for the three-month periods ended March 31, 2026 and 2025, respectively.

Subsequent Events

On October 22, 2025, the Company’s Board of Directors declared a $ 0.20 per share cash dividend, payable on November 21, 2025, to shareholders of record on November 10, 2025.

On April 22, 2026, the Company’s Board of Directors declared a $ 0.20 per share cash dividend, payable on May 19, 2026, to shareholders of record on May 8, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements