What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 280 added, 186 removed, 1059 unchanged (31% of the section changed)

3 unchanged sentences

(In thousands, except share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash and due from banks $ 191,378 $ 214,567

4 unchanged sentences

Available for sale investment securities, at fair value 174,036 160,409

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)

Held to maturity investment securities, at amortized cost (fair values of $ 30,814 and $ 31,045 at June 30, 2026 and December 31, 2025, respectively)

29,314 29,465

Total investment securities 205,613 192,122

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

Loans receivable (net of ACL-Loans of $ 30,627 at June 30, 2026 and $ 30,705 at December 31, 2025, respectively)

2,924,890 2,804,441

12 unchanged sentences

Advances from the Federal Home Loan Bank 30,000 110,000

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)

Subordinated debentures (face value of $ 70,000 and $ 70,000 at June 30, 2026 and December 31, 2025, respectively, less unamortized debt issuance costs of $ 180 and $ 303 at June 30, 2026 and December 31, 2025, respectively)

69,820 69,697

4 unchanged sentences

Common stock, no par value;

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

10,000,000 shares authorized, 7,973,180 and 7,899,943 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

121,997 120,118

7 unchanged sentences

(In thousands, except share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Interest and dividend income

8 unchanged sentences

Net interest income 29,503 23,936 56,389 46,002

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

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

Provision (credit) for credit losses 1,228 ( 411 ) 199 52

Net interest income after provision (credit) for credit losses 28,275 24,347 56,190 45,950

Noninterest income

28 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 12,372 $ 9,088 $ 23,647 $ 15,976

10 unchanged sentences

Unrealized gains (losses) on interest rate swaps, net of tax 181 ( 211 ) 222 ( 1,079 )

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

Total other comprehensive income (loss), net of tax ( 95 ) 293 ( 354 ) 341

Comprehensive income $ 12,277 $ 9,381 $ 23,293 $ 16,317

4 unchanged sentences

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

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

Net income — — 12,372 — 12,372

5 unchanged sentences

Issuance of restricted stock — — — — —

Stock options exercised — — — — —

Repurchase of common stock — — — — —

Balance at June 30, 2026 7,973,180 $ 121,997 $ 202,073 $ ( 570 ) $ 323,500

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

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

Net income — — 9,088 — 9,088

Other comprehensive income, net of tax — — — 293 293

Cash dividends declared ($ 0.20 per share)

— — ( 1,564 ) — ( 1,564 )

Stock-based compensation expense — 681 — — 681

Forfeitures of restricted stock — — — — —

Issuance of restricted stock — — — — —

Stock options exercised — — — — —

Repurchase of common stock ( 14,626 ) ( 422 ) — — ( 422 )

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

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

1 unchanged sentence

Net income — — 23,647 — 23,647

Other comprehensive (loss), net of tax — — — ( 354 ) ( 354 )

Cash dividends declared ($ 0.40 per share)

— — ( 3,161 ) — ( 3,161 )

Stock-based compensation expense — 2,029 — — 2,029

Forfeitures of restricted stock ( 291 ) — — — —

Issuance of restricted stock 76,845 — — — —

Stock options exercised — — — — —

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

Balance at June 30, 2026 7,973,180 $ 121,997 $ 202,073 $ ( 570 ) $ 323,500

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

Balance at December 31, 2024 7,859,873 $ 119,108 $ 152,656 $ ( 1,244 ) $ 270,520

Net income — — 15,976 — 15,976

Other comprehensive income, net of tax — — — 341 341

4 unchanged sentences

Issuance of restricted stock 72,774 — — — —

Stock options exercised — — — — —

Repurchase of common stock ( 44,550 ) ( 1,334 ) — — ( 1,334 )

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

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

See accompanying notes to consolidated financial statements (unaudited)

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

2 unchanged sentences

Net amortization of premiums and discounts on investment securities 88 67

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

Credit for deferred income taxes — 176

Provision for credit losses 199 52

Change in deferred income taxes 1,474 ( 48 )

Change in fair value of marketable equity securities 35 ( 36 )

4 unchanged sentences

Stock-based compensation 2,029 924

Changes in other real estate owned, net — 103

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

Change in other real estate owned — ( 1,284 )

Net change in:

7 unchanged sentences

Proceeds from principal repayments on held to maturity securities 157 119

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

Net proceeds from sales of held to maturity securities — 28

Proceeds from sales and calls of available for sale securities 13,000 13,000

Purchases of marketable equity securities ( 50 ) ( 34 )

Purchases of available for sale securities ( 29,438 ) ( 10,006 )

Net (increase) decrease in loans ( 166,889 ) 24,671

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

Proceeds from sales of loans 51,644 13,938

Purchases of premises and equipment, net ( 661 ) ( 475 )

6 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from financing activities

5 unchanged sentences

Repurchase of common stock ( 150 ) ( 1,334 )

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

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

Net cash provided by (used in) financing activities 87,738 ( 47,760 )

Net (decrease) increase in cash and cash equivalents ( 21,525 ) 14,940

Cash and cash equivalents:

5 unchanged sentences

Income taxes:

Federal 5,990 2,000

New York City 211 98

1 unchanged sentence

Pennsylvania 150 —

Florida 260 150

New Jersey 210 200

Other 218 235

Noncash investing and financing activities:

10 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 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.

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

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

Principles of Consolidation

5 unchanged sentences

Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change in the near-term relate to the Allowance for Credit Losses-Loans ("ACL-Loans"), derivative instrument valuation, investment securities valuation, Allowance for Credit Losses-Securities, and deferred income taxes valuation.

The Company has one reportable segment.

16 unchanged sentences

Significant Concentrations of Credit Risk

Many of the Company's activities are with clients located in Connecticut and New York, with the majority of the Company's commercial real estate investor loans in Connecticut and some New York metro area counties.

Many of the Company's activities are with clients based in Connecticut and New York.

A significant portion of the Company's commercial real estate investor loan collateral is located in the Tri-State region (Connecticut, New York, and New Jersey).

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

32 unchanged sentences

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.

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.

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.

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 March 31, 2026.

No ACL-Securities was recorded for these securities as of June 30, 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 March 31, 2026.

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.

Of our held to maturity securities portfolio, four securities fair values were less than each security's amortized cost as of June 30, 2026.

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 June 30, 2026.

Common Share Repurchases

11 unchanged sentences

"Reporting Comprehensive Income - Expense Disaggregation Disclosures":

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

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.

1 unchanged sentence

"Hedge Accounting Improvements":

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

The amendment in this update is 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.

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.

Investment Securities

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

The amortized cost, gross unrealized gains and losses and fair value of available for sale and held to maturity securities at June 30, 2026 were as follows:

June 30, 2026

Amortized Cost Gross Unrealized Fair Value

10 unchanged sentences

Due from five through ten years 6,000 — ( 295 ) 5,705

Due after ten years — — — —

Total corporate bonds 8,000 — ( 325 ) 7,675

2 unchanged sentences

State agency and municipal obligations

Less than one year $ — $ — $ — $ —

Due from five through ten years 7,084 99 ( 193 ) 6,990

24 unchanged sentences

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

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.

There were no sales of investment securities during the six months ended June 30, 2026 and one such sale during the six months ended June 30, 2025, respectively.

At June 30, 2026 and December 31, 2025, $ 159.8 million and $ 151.4 million of the Company's securities, respectively, were pledged as collateral with the Federal Home Loan Bank ("FHLB").

As of June 30, 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 June 30, 2026, the 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 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:

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 June 30, 2026 and December 31, 2025:

Length of Time in Continuous Unrealized Loss Position

5 unchanged sentences

(Dollars in thousands)

March 31, 2026

June 30, 2026

Government and agency obligations $ 113,939 $ ( 1,284 ) 1.11 % $ 42,416 $ ( 1,473 ) 3.36 % $ 156,355 $ ( 2,757 ) 1.73 %

Corporate bonds — — — 7,675 ( 325 ) 4.06 7,675 ( 325 ) 4.06

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

Total investment securities $ 113,939 $ ( 1,284 ) 1.11 % $ 50,091 $ ( 1,798 ) 3.46 % $ 164,030 $ ( 3,082 ) 1.84 %

Length of Time in Continuous Unrealized Loss Position

8 unchanged sentences

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

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.

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

There were twenty-seven and twenty-nine available for sale securities or held to maturity securities as of June 30, 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 March 31, 2026 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 June 30, 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 March 31, 2026 and December 31, 2025:

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

The following table sets forth a summary of the loan portfolio at June 30, 2026 and December 31, 2025:

(In thousands) June 30, 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 income producing properties.

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.

4 unchanged sentences

Real estate is the primary form of collateral.

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

Other important forms of collateral are business assets, 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.

The Company does not provide first or second lien mortgage loans secured by one-to-four family owner occupied 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 personal loans to high net worth individuals.

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:

The following tables set forth the activity in the Company’s ACL-Loans for the three and six months ended June 30, 2026 and 2025, by portfolio segment:

Residential Real Estate Commercial Real Estate Construction Commercial Business Consumer Total

(In thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

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

1 unchanged sentence

Recoveries — 10 — 8 32 50

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

(Credit) provision for credit losses ( 5 ) 230 519 ( 38 ) 339 1,045

Ending balance $ 43 $ 18,828 $ 2,431 $ 7,663 $ 1,662 $ 30,627

1 unchanged sentence

(In thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Beginning balance $ 87 $ 20,562 $ 2,216 $ 5,244 $ 1,376 $ 29,485

3 unchanged sentences

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

Residential Real Estate Commercial Real Estate Construction Commercial Business Consumer Total

(In thousands)

Six Months Ended June 30, 2026

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

Charge-offs — — — ( 161 ) ( 108 ) ( 269 )

Recoveries — 14 — 23 65 102

(Credit) provision for credit losses ( 12 ) ( 1,441 ) 180 1,166 196 89

Ending balance $ 43 $ 18,828 $ 2,431 $ 7,663 $ 1,662 $ 30,627

Residential Real Estate Commercial Real Estate Construction Commercial Business Consumer Total

(In thousands)

Six Months Ended June 30, 2025

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

Charge-offs — ( 67 ) — ( 15 ) ( 37 ) ( 119 )

Recoveries — — — 116 46 162

(Credit) provision for credit losses ( 29 ) ( 2,479 ) 845 1,355 514 206

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

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 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

The following tables present loans by origination, risk designation on an amortized cost basis (which includes deferred fees and costs and accrued interest), and charge-offs as of June 30, 2026 and December 31, 2025 (dollars in thousands):

Amortized Cost Balances by Origination Year as of June 30, 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 March 31, 2026 and December 31, 2025 were as follows:

Loans evaluated for impairment and the related ACL-Loans as of June 30, 2026 and December 31, 2025 were as follows:

Portfolio ACL-Loans

(In thousands)

March 31, 2026

June 30, 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 March 31, 2026 and December 31, 2025:

The following tables present credit risk ratings by loan segment as of June 30, 2026 and December 31, 2025:

Commercial Credit Quality Indicators

March 31, 2026 December 31, 2025

June 30, 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

March 31, 2026 December 31, 2025

June 30, 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 March 31, 2026 and December 31, 2025:

March 31, 2026

The following tables set forth certain information with respect to the Company's loan portfolio delinquencies by portfolio segment as of June 30, 2026 and December 31, 2025:

June 30, 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 March 31, 2026 or December 31, 2025.

There w ere no lo ans delinquent greater than 90 days and still accruing interest as of June 30, 2026 or December 31, 2025.

Loans on nonaccrual status

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

The following is a summary of nonaccrual loans by portfolio segment as of June 30, 2026 and December 31, 2025:

June 30, 2026 December 31, 2025

(In thousands)

4 unchanged sentences

Total $ 15,857 $ 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 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.

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 six months ended June 30, 2026 and 2025 was $ 0.8 million and $ 1.1 million, respectively.

At June 30, 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 $ 15.9 million and $ 16.3 million at June 30, 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.

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.

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 June 30, 2026 and December 31, 2025.

Carrying Amount Unpaid Principal Balance Associated ACL-Loans

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

June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025

(In thousands)

14 unchanged sentences

Total individually evaluated loans $ 72,373 $ 78,933 $ 83,261 $ 89,670 $ — $ —

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:

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 six months ended June 30, 2026 and 2025:

Average Carrying Amount Interest Income Recognized

Three Months Ended March 31, Three Months Ended March

Three Months Ended June 30, Three Months Ended June 30,

2026 2025 2026 2025

15 unchanged sentences

Total individually evaluated loans $ 72,367 $ 67,839 $ 967 $ 564

Average Carrying Amount Interest Income Recognized

Six Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

Individually evaluated loans without a valuation allowance:

Residential real estate $ 2,715 $ 3,025 $ 84 $ 103

Commercial real estate 44,648 17,766 1,033 129

Commercial business 1,774 7,322 105 70

Construction — — — —

Consumer 29,825 47,369 646 775

Total individually evaluated loans without a valuation allowance $ 78,962 $ 75,482 $ 1,868 $ 1,077

Individually evaluated loans with a valuation allowance:

Residential real estate $ — $ — $ — $ —

Commercial real estate — — — —

Commercial business — — — —

Construction — — — —

Consumer — — — —

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

Total individually evaluated loans $ 78,962 $ 75,482 $ 1,868 $ 1,077

Loan Modifications

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

A loan will be considered modified as defined by ASC 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 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.

There were two new loan modifications reportable under ASC 326 at June 30, 2026 for $ 0.8 million.

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

There were two nonaccrual modified loans at June 30, 2026.

There was one nonaccrual modified loan at December 31, 2025.

There were no loans modified that re-defaulted at June 30, 2026 or 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 months ended March 31, 2026 and March 31, 2025:

Three Months Ended March 31,

The following table presents a roll forward of the ACL-Unfunded Commitments for the three and six months ended June 30, 2026 and June 30, 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

Balance at beginning of period $ 415 $ 682 $ 488 $ 756

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

Provision (credit) for credit losses (unfunded commitments) 183 ( 80 ) 110 ( 154 )

Balance at end of period $ 598 $ 602 $ 598 $ 602

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,

The following table summarizes the Provision for credit losses for the three and six months ended June 30, 2026 and June 30, 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

(Credit) provision for credit losses (loans) $ ( 957 ) $ 538

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

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

Provision (credit) for credit losses (loans) $ 1,045 $ ( 331 ) $ 89 $ 206

Provision (credit) for credit losses (unfunded commitments) 183 ( 80 ) 110 ( 154 )

Provision (credit) for credit losses $ 1,228 $ ( 411 ) $ 199 $ 52

Shareholders' Equity

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 has 10,000,000 shares authoriz ed and 7,973,180 shares issued and outstanding at June 30, 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.

6 unchanged sentences

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.

The Company intends to accomplish the share repurchases through open-market transactions, although the Company may 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 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.

The 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 six months ended June 30, 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.

3 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 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:

The Company’s total compreh ensive income or loss for the three and six months ended June 30, 2026 and June 30, 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 and six months ended June 30, 2026 and June 30, 2025:

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

(In thousands)

Balance at December 31, 2025 $ ( 1,774 ) $ 1,558 $ ( 216 )

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

Other comprehensive (loss) income before reclassifications, net of tax ( 276 ) 223 ( 53 )

Amounts reclassified from accumulated other comprehensive (loss), net of tax — ( 42 ) ( 42 )

Net other comprehensive (loss) income ( 276 ) 181 ( 95 )

Balance at June 30, 2026 $ ( 2,350 ) $ 1,780 $ ( 570 )

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

(In thousands)

Balance at March 31, 2025 $ ( 2,916 ) $ 1,720 $ ( 1,196 )

Other comprehensive income (loss) before reclassifications, net of tax 504 ( 68 ) 436

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

Amounts reclassified from accumulated other comprehensive (loss), net of tax — ( 143 ) ( 143 )

Net other comprehensive income (loss) 504 ( 211 ) 293

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

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

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

2 unchanged sentences

Other comprehensive (loss) income before reclassifications, net of tax ( 576 ) 311 ( 265 )

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

Amounts reclassified from accumulated other comprehensive (loss), net of tax — ( 89 ) ( 89 )

Net other comprehensive (loss) income ( 576 ) 222 ( 354 )

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

Balance at June 30, 2026 $ ( 2,350 ) $ 1,780 $ ( 570 )

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

(In thousands)

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

Other comprehensive income (loss) before reclassifications, net of tax 1,420 ( 469 ) 951

Amounts reclassified from accumulated other comprehensive (loss), net of tax — ( 610 ) ( 610 )

Net other comprehensive income (loss) 1,420 ( 1,079 ) 341

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

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

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

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

2026 2025 2026 2025

(In thousands)

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

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

Unrealized gains on derivatives $ 57 $ 187 $ 116 $ 799 Interest expense on borrowings

Tax expense ( 13 ) ( 44 ) ( 27 ) ( 189 ) Income tax expense

Net of tax $ 44 $ 143 $ 89 $ 610

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 March 31,

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands, except per share data)

20 unchanged sentences

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 March 31, 2026, the Bank and Company met all capital adequacy requirements to which they are subject.

As of June 30, 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 March 31, 2026 and December 31, 2025 were as follows:

The capital amounts and ratios for the Bank and the Company at June 30, 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

March 31, 2026

June 30, 2026

Common Equity Tier 1 Capital to Risk-Weighted Assets $ 351,649 11.67 % $ 210,982 7.00 % $ 195,912 6.50 %

6 unchanged sentences

Bankwell Financial Group, Inc.

March 31, 2026

June 30, 2026

Common Equity Tier 1 Capital to Risk-Weighted Assets $ 319,886 10.58 % $ 136,047 4.50 % $ 196,513 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 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

The Bank was not required to maintain a minimum reserve balance in the Federal Reserve Bank (FRB) at June 30, 2026 or December 31, 2025.

At June 30, 2026 and December 31, 2025, deposits consisted of the following:

June 30, 2026 December 31, 2025

(In thousands)

7 unchanged sentences

Total deposits $ 3,000,530 $ 2,829,481

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

March 31, 2026 December 31, 2025

Maturities of time certificates of deposit as of June 30, 2026 and December 31, 2025 are summarized below:

June 30, 2026 December 31, 2025

(In thousands)

2 unchanged sentences

2028 1,424 1,038

After 2030 26 25

2030 and thereafter 26 25

Total $ 1,121,328 $ 1,230,362

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.

The aggregate amount of individual certificate accounts, with balances of $250,000 or more, was approximately $ 228.1 million at June 30, 2026 and $ 245.0 million at December 31, 2025.

Brokered certificates of deposits totaled $ 453.0 million at June 30, 2026 and $ 505.0 million at December 31, 2025, respectively.

Brokered money market accounts totaled $ 53.7 million at June 30, 2026 and $ 53.7 million at December 31, 2025, respectively.

Certificates of deposits from national listing services were $ 26.8 million and $ 42.3 million as of June 30, 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 June 30, 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 months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table summarizes interest expense on deposits by account type for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

10 unchanged sentences

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.

At June 30, 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 three months ended March 31, 2026:

Three Months Ended March 31, 2026

The following table presents the activity for restricted stock for the six months ended June 30, 2026:

Six Months Ended June 30, 2026

Number of Shares Weighted Average Grant Date Fair Value

4 unchanged sentences

Unvested at end of period 202,240

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

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

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

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

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.

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

The total fair value of restricted stock awards vested during the six months ended June 30, 2026 was $ 4.0 million.

The Company's restricted stock expense for the six months ended June 30, 2026 and June 30, 2025 was $ 2.0 million and $ 0.9 million, respectively.

At June 30, 2026, there was $ 5.8 million of unrecognized stock compensation expense for restricted stock, expected to be recognized over a weighted average period of 1.4 years.

Performance Based Restricted Stock :

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.

The Compa ny has 72,875 s hares of performance based restricted stock outstanding as of June 30, 2026 pursuant to the Company’s 2022 Plan.

Awards granted prior to 2025 generally vest in equal annual installments 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 share quantity that ultimately vests can range between 0 % and 150 %, ( 200 % for awards granted prior to 2022 and 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 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.

As of June 30, 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 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 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 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.

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.

The Company designated the fair value swap under the portfolio layer method (“PLM”).

Under this method, the hedged item was designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period.

Adjustments were 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 was also adjusted through interest income, based on changes in fair value attributable to changes in the hedged risk.

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

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 March 31, 2026 and December 31, 2025:

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

June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025

Carrying Value of Hedged Asset Hedged Items

2 unchanged sentences

$ — $ 150,142 $ — $ ( 108 )

(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 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.

(1) The amount includes the amortized cost basis of the closed portfolio 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 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 relationship was $ 0.2 million, respectively.

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.

As of June 30, 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.

No interest rate swap agreement contains any credit risk related contingent features.

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.

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 March 31, 2026 and December 31, 2025 is as follows:

As of March 31, 2026

Information about derivative instruments at June 30, 2026 and December 31, 2025 is as follows:

As of June 30, 2026

Derivative Assets Derivative Liabilities

2 unchanged sentences

Derivatives designated as hedging instruments:

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

Interest rate swap $ 25,000 Other assets $ 2,222 $ — 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 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.

Accru ed in terest receivables related to interest rate swaps as of June 30, 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 $ 2.3 million as of June 30, 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 months ended March 31, 2026 and March 31, 2025:

Three Months Ended March 31,

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 six months ended June 30, 2026 and June 30, 2025:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

Interest rate swaps designated as cash flow hedges:

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 )

Unrealized gain (loss) recognized in accumulated other comprehensive income before reclassifications $ 293 $ ( 92 ) $ 406 $ ( 614 )

Amounts reclassified from accumulated other comprehensive income ( 56 ) ( 185 ) ( 115 ) ( 797 )

Income tax (expense) benefit on items recognized in accumulated other comprehensive income ( 56 ) 66 ( 69 ) 332

Other comprehensive income (loss) $ 181 $ ( 211 ) $ 222 $ ( 1,079 )

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

Three Months Ended March 31,

The following table summarizes the effect of the fair value hedging relationship recognized in the consolidated statements of income for the three and six months ended June 30, 2026 and June 30, 2025:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

Gain (loss) on fair value hedging relationship:

(Loss) gain on fair value hedging relationship:

Hedged asset $ — $ ( 162 ) $ ( 142 ) $ ( 20 )

1 unchanged sentence

Total gain (loss) recognized in the consolidated statements of income within interest and fees on loans $ — $ 40 $ ( 139 ) $ 84

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

The following tables summarize gross and net information about derivative instruments that are offset in the Consolidated Balance Sheets at June 30, 2026 and December 31, 2025:

June 30, 2026

(In thousands)

4 unchanged sentences

(1) Includes accru ed interest receivable totaling $ 55 thousand .

March 31, 2026

June 30, 2026

(In thousands)

3 unchanged sentences

Derivative liabilities $ 3,292 $ — $ 3,292 $ — $ — $ 3,292

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

(1) Includes ac crued interest payable totaling $ 34 thousand .

December 31, 2025

28 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 March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026

The carrying values, fair values and placement in the fair value hierarchy of the Company's financial instruments at June 30, 2026 and December 31, 2025 were as follows:

June 30, 2026

Carrying Value Fair Value Level 1 Level 2 Level 3

11 unchanged sentences

Derivative asset 5,479 5,479 — 5,479 —

Other real estate owned — — — — —

Financial Liabilities:

22 unchanged sentences

Derivative asset 4,970 4,970 — 4,970 —

Other real estate owned — — — — —

Financial Liabilities:

18 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 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 .

The fair value for these securities is estimated using a discounted cash flow model, using discount rates ranging from 4.3 % to 6.5 % as of June 30, 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 March 31, 2026 and December 31, 2025 .

Loan commitments on which the committed interest rate is less than the current market rate are insignificant at June 30, 2026 and December 31, 2025 .

Other Real Estate Owned ("OREO"):

17 unchanged sentences

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.

The following table details the financial instruments carried at fair value on a recurring basis at June 30, 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 six months ended June 30, 2026 and for the year ended December 31, 2025.

(In thousands) Level 1 Level 2 Level 3

March 31, 2026:

June 30, 2026:

Marketable equity securities $ 2,263 $ — $ —

22 unchanged sentences

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 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 following table details the financial instruments measured at fair value on a nonrecurring basis at June 30, 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:

June 30, 2026:

Individually evaluated loans $ — $ — $ 72,373

3 unchanged sentences

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:

The following table presents information about quantitative inputs and assumptions for Level 3 financial instruments carried at fair value on a nonrecurring basis at June 30, 2026 and December 31, 2025:

Fair Value Valuation Methodology Unobservable Input Range

(Dollars in thousands)

March 31, 2026:

June 30, 2026:

Individually evaluated loans $ 41,159 Appraisals Discount to appraised value 0.00 % - 8.00 %

41 unchanged sentences

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

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

At June 30, 2026 and December 31, 2025, unamortized debt issuance costs were $ 0.2 million and $ 0.3 million, respectively.

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

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.

For the three months ended June 30, 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.

For the six months ended June 30, 2026 and 2025 the amortization expense for debt issuance costs were $ 123 thousand and $ 123 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 June 30, 2026 and 2025, respectively.

The Company recognized $ 1.6 million and $ 1.6 million in interest expense related to its subordinated debt for the six-month periods ended June 30, 2026 and 2025, respectively.

Subsequent Events

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.

On July 22, 2026, the Company’s Board of Directors declared a $ 0.20 per share cash dividend, payable on August 21, 2026, to shareholders of record on August 10, 2026.

Subsequent to June 30, 2026, the Company provided notice on July 7, 2026 to terminate a vendor service agreement in connection with its core system conversion and technology modernization efforts.

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