Western New England Bancorp, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-16767 Western New England Bancorp, Inc. (Exact name of registrant as specified in its charter) Massachusetts 73-1627673 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 141 Elm Street , Westfield , Massachusetts 01086 (Address of principal executive offices) (Zip Code) (413) 568-1911 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value per share WNEB NASDAQ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ At November 1, 2024 the registrant had 21,018,408 shares of common stock, $0.01 par value, issued and outstanding. TABLE OF CONTENTS Page FORWARD-LOOKING STATEMENTS i PART I – FINANCIAL INFORMATION Item 1. Financial Statements of Western New England Bancorp, Inc. and Subsidiaries (Unaudited) 1 Consolidated Balance Sheets – September 30, 2024 and December 31, 2023 1 Consolidated Statements of Net Income – Three and Nine Months Ended September 30, 2024 and 2023 2 Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2024 and 2023 3 Consolidated Statements of Changes in Shareholders’ Equity – Three and Nine Months Ended September 30, 2024 and 2023 4 Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2024 and 2023 6 Notes to Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 3. Quantitative and Qualitative Disclosures About Market Risk 64 Item 4. Controls and Procedures 65 PART II – OTHER INFORMATION Item 1. Legal Proceedings 65 Item 1A. Risk Factors 65 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 65 Item 3. Defaults upon Senior Securities 66 Item 4. Mine Safety Disclosures 66 Item 5. Other Information 66 Item 6. Exhibits 66 FORWARD–LOOKING STATEMENTS We may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Western New England Bancorp, Inc.’s (the “Company”) financial condition, liquidity, results of operations, future performance, and business. Forward-looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operations and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to: ● unpredictable changes in general economic conditions and political events, including the impact of the upcoming U.S. presidential election, financial markets, fiscal, monetary and regulatory policies, including actual or potential stress in the banking industry; ● the duration and scope of potential pandemics, including the emergence of new variants and the response thereto; ● changes in economic conditions which could materially impact credit quality trends and the ability to generate loans and gather deposits; ● inflation and governmental responses to inflation, including recent sustained increases and potential future increases in interest rates that reduce margins; ● the effect on our operations of governmental legislation and regulation, including changes in accounting regulation or standards, the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Basel guidelines, capital requirements and other applicable laws and regulations; ● significant changes in accounting, tax or regulatory practices or requirements; ● new legal obligations or liabilities or unfavorable resolutions of litigation; ● disruptive technologies in payment systems and other services traditionally provided by banks; ● the highly competitive industry and market area in which we operate; ● changes in business conditions and inflation; ● operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks; ● failure or circumvention of our internal controls or procedures; ● changes in the securities markets which affect investment management revenues; ● increases in Federal Deposit Insurance Corporation deposit insurance premiums and assessments; ● the soundness of other financial services institutions which may adversely affect our credit risk; ● certain of our intangible assets may become impaired in the future; ● new lines of business or new products and services, which may subject us to additional risks; ● changes in key management personnel which may adversely impact our operations; ● severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact our business; and ● other risk factors detailed from time to time in our SEC filings. Investors should consider these risks, uncertainties, and other factors in addition to the factors under the heading “Risk Factors” included in this filing and our other filings with the SEC. Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent required by law. i PART I – FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS. WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - UNAUDITED (Dollars in thousands, except share data) September 30, 2024 December 31, 2023 ASSETS Cash and due from banks $ 28,612 $ 20,784 Federal funds sold 12,559 2,991 Interest-bearing deposits and other short-term investments 31,631 5,065 Total cash and cash equivalents 72,802 28,840 Securities available-for-sale, at fair value 155,889 137,115 Securities held-to-maturity, at amortized cost (Fair value of $ 182,548 at September 30, 2024 and $ 187,692 at December 31, 2023) 213,266 223,370 Marketable equity securities, at fair value 252 196 Total investment securities 369,407 360,681 Federal Home Loan Bank stock and other restricted stock, at amortized cost 7,143 3,707 Total Loans 2,049,002 2,027,317 Less: Allowance for credit losses ( 19,955 ) ( 20,267 ) Net loans 2,029,047 2,007,050 Premises and equipment, net 24,249 25,575 Accrued interest receivable 8,653 8,528 Bank-owned life insurance 76,570 75,145 Deferred tax asset, net 12,481 13,636 Goodwill 12,487 12,487 Core deposit intangible 1,531 1,813 Other assets 26,109 27,109 TOTAL ASSETS $ 2,640,479 $ 2,564,571 LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits: Non-interest-bearing deposits $ 568,685 $ 579,594 Interest-bearing deposits 1,655,521 1,564,150 Total deposits 2,224,206 2,143,744 Borrowings: Short-term borrowings 4,390 16,100 Long-term debt 128,277 120,646 Subordinated debt 19,741 19,712 Total borrowings 152,408 156,458 Other liabilities 23,210 26,960 TOTAL LIABILITIES 2,399,824 2,327,162 SHAREHOLDERS’ EQUITY: Preferred stock - $ 0.01 par value, 5,000,000 shares authorized, none outstanding at September 30, 2024 and December 31, 2023 — — Common stock - $ 0.01 par value, 75,000,000 shares authorized, 21,113,408 shares issued and outstanding at September 30, 2024; 21,666,807 shares issued and outstanding at December 31, 2023 211 217 Additional paid-in capital 121,428 125,448 Unearned compensation – Employee Stock Ownership Plan (“ESOP”) ( 2,028 ) ( 2,394 ) Unearned compensation - Equity Incentive Plan ( 1,513 ) ( 1,111 ) Retained earnings 140,902 136,993 Accumulated other comprehensive loss ( 18,345 ) ( 21,744 ) TOTAL SHAREHOLDERS’ EQUITY 240,655 237,409 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,640,479 $ 2,564,571 See accompanying notes to unaudited consolidated financial statements. 1 WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF NET INCOME – UNAUDITED (Dollars in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Interest and dividend income: Residential and commercial real estate loans $ 21,719 $ 20,084 $ 63,622 $ 57,439 Commercial and industrial loans 3,334 3,279 9,849 9,545 Consumer loans 81 88 244 246 Total interest income from loans 25,134 23,451 73,715 67,230 Investment securities, taxable 2,119 2,031 6,371 6,151 Investment securities, tax-exempt 1 2 3 6 Marketable equity securities 1 — 2 119 Total interest and dividend income from investment securities 2,121 2,033 6,376 6,276 Other investments 189 166 473 418 Short-term investments 396 251 682 424 Total interest income from cash and cash equivalents 585 417 1,155 842 Total interest and dividend income 27,840 25,901 81,246 74,348 Interest expense: Deposits 11,165 7,704 30,793 17,876 Short-term borrowings 71 117 540 1,466 Long-term debt 1,622 1,444 4,607 2,513 Subordinated debt 254 253 762 760 Total interest expense 13,112 9,518 36,702 22,615 Net interest and dividend income 14,728 16,383 44,544 51,733 Provision for credit losses 941 354 97 386 Net interest and dividend income after provision for credit losses 13,787 16,029 44,447 51,347 Non-interest income: Service charges and fees 2,341 2,145 6,901 6,573 Income from bank-owned life insurance 470 454 1,425 1,388 Net unrealized gain on marketable equity securities 10 — 22 — Gain on sale of mortgages 246 — 246 — Loss on sale of premises and equipment — ( 3 ) ( 6 ) ( 3 ) Gain on non-marketable equity investments — 238 987 590 Gain on bank-owned life insurance death benefit — 778 — 778 Loss on defined benefit plan termination — — — ( 1,143 ) Other income 74 — 74 — Total non-interest income 3,141 3,612 9,649 8,183 Non-interest expense: Salaries and employees benefits 8,112 7,955 24,257 24,475 Occupancy 1,217 1,159 3,798 3,710 Furniture and equipment 483 482 1,450 1,460 Data processing 869 824 2,577 2,369 Software 612 529 1,877 1,568 Debit card and ATM processing expense 649 562 1,844 1,580 Professional fees 540 643 1,690 2,203 FDIC insurance assessment 338 341 1,071 983 Advertising 271 362 959 1,118 Other expenses 1,315 1,261 3,979 4,099 Total non-interest expense 14,406 14,118 43,502 43,565 Income before income taxes 2,522 5,523 10,594 15,965 Income tax provision 618 1,033 2,216 3,408 Net income $ 1,904 $ 4,490 $ 8,378 $ 12,557 Earnings per common share: Basic earnings per share $ 0.09 $ 0.21 $ 0.40 $ 0.58 Weighted average basic shares outstanding 20,804,162 21,560,940 21,013,003 21,631,067 Diluted earnings per share $ 0.09 $ 0.21 $ 0.40 $ 0.58 Weighted average diluted shares outstanding 20,933,833 21,680,113 21,122,208 21,681,251 Dividends per share $ 0.07 $ 0.07 $ 0.21 $ 0.21 See accompanying notes to unaudited consolidated financial statements. 2 WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net income $ 1,904 $ 4,490 $ 8,378 $ 12,557 Other comprehensive income (loss): Securities available-for-sale: Unrealized gain (loss) 7,103 ( 7,314 ) 4,554 ( 6,329 ) Tax effect ( 1,811 ) 1,852 ( 1,155 ) 1,605 Net-of-tax amount 5,292 ( 5,462 ) 3,399 ( 4,724 ) Defined benefit pension plan: Gain arising during the period — — — 358 Reclassification adjustment: Defined benefit plan termination loss realized in income (1) — — — 1,143 Unrealized actuarial gain on defined benefit plan — — — 1,501 Tax effect — — — ( 421 ) Net-of-tax amount — — — 1,080 Other comprehensive gain (loss) 5,292 ( 5,462 ) 3,399 ( 3,644 ) Comprehensive income (loss) $ 7,196 $ ( 972 ) $ 11,777 $ 8,913 (1) Realized losses on defined benefit plan termination are recognized as a component of non-interest income in the consolidated statements of net income. The tax effects associated with the reclassification adjustment were $ 321,000 for the nine months ended September 30, 2023. See accompanying notes to unaudited consolidated financial statements. 3 WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Dollars in thousands, except share data) Common Stock Unearned Accumulated Additional Unearned Compensation- Other Par Paid-in Compensation- Equity Incentive Retained Comprehensive Shares Value Capital ESOP Plan Earnings Loss Total BALANCE AT DECEMBER 31, 2023 21,666,807 $ 217 $ 125,448 $ ( 2,394 ) $ ( 1,111 ) $ 136,993 $ ( 21,744 ) $ 237,409 Net income — — — — — 2,961 — 2,961 Comprehensive loss — — — — — — ( 1,893 ) ( 1,893 ) Common stock held by ESOP committed to be released ( 71,240 shares) — — 30 122 — — — 152 Share-based compensation - equity incentive plan — — — — 505 — — 505 Forfeited equity incentive plan shares reissued in connection with 2021 LTI performance share grant ( 4,219 shares) — — 35 — ( 35 ) — — — Repurchase of common stock ( 221,947 ) ( 3 ) ( 1,831 ) — — — — ( 1,834 ) Issuance of common stock in connection with equity incentive plan 182,830 2 1,531 — ( 1,533 ) — — — Cash dividends declared and paid on common stock ($ 0.07 per share) — — — — — ( 1,504 ) — ( 1,504 ) BALANCE AT MARCH 31, 2024 21,627,690 $ 216 $ 125,213 $ ( 2,272 ) $ ( 2,174 ) $ 138,450 $ ( 23,637 ) $ 235,796 Net income — — — — — 3,513 — 3,513 Comprehensive income — — — — — — — — Common stock held by ESOP committed to be released ( 71,240 shares) — — 9 122 — — — 131 Share-based compensation - equity incentive plan — — — — 318 — — 318 Repurchase of common stock ( 269,841 ) ( 2 ) ( 1,785 ) — — — — ( 1,787 ) Forfeited equity incentive plan shares ( 2,384 shares) — — ( 20 ) — 20 — — — Cash dividends declared and paid on common stock ($ 0.07 per share) — — — — — ( 1,494 ) — ( 1,494 ) BALANCE AT JUNE 30, 2024 21,357,849 $ 214 $ 123,417 $ ( 2,150 ) $ ( 1,836 ) $ 140,469 $ ( 23,637 ) $ 236,477 Net income — — — — — 1,904 — 1,904 Comprehensive income — — — — — — 5,292 5,292 Common stock held by ESOP committed to be released ( 71,240 shares) — — 8 122 — — — 130 Share-based compensation - equity incentive plan — — — — 323 — — 323 Repurchase of common stock ( 244,441 ) ( 3 ) ( 1,997 ) — — — — ( 2,000 ) Cash dividends declared and paid on common stock ($ 0.07 per share) — — — — — ( 1,471 ) — ( 1,471 ) BALANCE AT SEPTEMBER 30, 2024 21,113,408 $ 211 $ 121,428 $ ( 2,028 ) $ ( 1,513 ) $ 140,902 $ ( 18,345 ) $ 240,655 See accompanying notes to unaudited consolidated financial statements. 4 WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Dollars in thousands, except share data) Common Stock Unearned Accumulated Additional Unearned Compensation- Other Par Paid-in Compensation- Equity Incentive Retained Comprehensive Shares Value Capital ESOP Plan Earnings Loss Total BALANCE AT DECEMBER 31, 2022 22,216,789 $ 222 $ 128,899 $ ( 2,906 ) $ ( 1,012 ) $ 127,982 $ ( 25,042 ) $ 228,143 Cumulative effect accounting adjustment (1) — — — — — 9 — 9 Net income — — — — — 5,304 — 5,304 Comprehensive income — — — — — — 1,941 1,941 Common stock held by ESOP committed to be released ( 74,993 shares) — — 52 128 — — — 180 Share-based compensation - equity incentive plan — — — — 529 — — 529 Forfeited equity incentive plan shares reissued in connection with 2020 LTI performance share grant ( 19,761 shares) — — 180 — ( 180 ) — — — Repurchase of common stock ( 143,896 ) ( 1 ) ( 1,350 ) — — — — ( 1,351 ) Issuance of common stock in connection with equity incentive plan 136,454 1 1,348 — ( 1,349 ) — — — Forfeited equity incentive plan shares reissued in connection with 2023 LTI grant ( 2,742 shares) — — 27 — ( 27 ) — — — Cash dividends declared and paid on common stock ($ 0.07 per share) — — — — — ( 1,533 ) — ( 1,533 ) BALANCE AT MARCH 31, 2023 22,209,347 $ 222 $ 129,156 $ ( 2,778 ) $ ( 2,039 ) $ 131,762 $ ( 23,101 ) $ 233,222 Net income — — — — — 2,763 — 2,763 Comprehensive loss — — — — — — ( 123 ) ( 123 ) Common stock held by ESOP committed to be released ( 74,993 shares) — — 22 128 — — — 150 Share-based compensation - equity incentive plan — — — — 300 — — 300 Repurchase of common stock ( 126,944 ) ( 1 ) ( 785 ) — — — — ( 786 ) Cash dividends declared and paid on common stock ($ 0.07 per share) — — — — — ( 1,528 ) — ( 1,528 ) BALANCE AT JUNE 30, 2023 22,082,403 $ 221 $ 128,393 $ ( 2,650 ) $ ( 1,739 ) $ 132,997 $ ( 23,224 ) $ 233,998 Net income — — — — — 4,490 — 4,490 Comprehensive loss — — — — — — ( 5,462 ) ( 5,462 ) Common stock held by ESOP committed to be released ( 74,993 shares) — — ( 10 ) 128 — — — 118 Share-based compensation - equity incentive plan — — — — 300 — — 300 Repurchase of common stock ( 155,161 ) ( 2 ) ( 1,007 ) — — — — ( 1,009 ) Cash dividends declared and paid on common stock ($ 0.07 per share) — — — — — ( 1,521 ) — ( 1,521 ) BALANCE AT SEPTEMBER 30, 2023 21,927,242 $ 219 $ 127,376 $ ( 2,522 ) $ ( 1,439 ) $ 135,966 $ ( 28,686 ) $ 230,914 (1) Represents gross transition adjustment amount of $ 13,000 , net of taxes of $ 4,000 , to reflect the cumulative impact on retained earnings pursuant to the Company’s adoption of Accounting Standards Update (“ASU”) 2016-13 Financial Instruments-Credit Losses on Financial Instruments and relevant amendments. See accompanying notes to unaudited consolidated financial statements. 5 WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Dollars in thousands) Nine Months Ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 8,378 $ 12,557 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Provision for credit losses 97 386 Depreciation and amortization of premises and equipment 1,659 1,645 (Accretion) amortization of purchase accounting adjustments, net ( 34 ) 88 Amortization of core deposit intangible 282 282 Net amortization of premiums and discounts on securities and mortgage loans 877 962 Net amortization of deferred costs on mortgage loans 343 367 Net amortization of premiums on subordinated debt 29 29 Share-based compensation expense 1,146 1,129 ESOP expense 413 448 Gain on sale of portfolio mortgages ( 246 ) — Net change in unrealized gains on marketable equity securities ( 22 ) — Loss on disposal of premises and equipment, net 6 3 Gain on bank-owned life insurance death benefit — ( 778 ) Income from bank-owned life insurance ( 1,425 ) ( 1,388 ) Net change in: Accrued interest receivable ( 125 ) ( 141 ) Other assets 504 ( 4,293 ) Other liabilities ( 5,767 ) ( 5,385 ) Net cash provided by operating activities 6,115 5,911 CASH FLOWS FROM INVESTING ACTIVITIES : Purchases of securities held-to-maturity ( 1,100 ) ( 3,643 ) Proceeds from calls, maturities, and principal collections of securities held-to-maturity 10,896 10,692 Purchases of securities available-for-sale ( 23,843 ) — Proceeds from calls, maturities, and principal collections of securities available-for-sale 11,542 9,326 Proceeds from redemption and sales of marketable equity securities — 6,237 Loan originations and principal payments, net ( 42,469 ) ( 24,190 ) Proceeds from sale of portfolio residential real estate loans 20,333 — (Purchase) redemption of Federal Home Loan Bank of Boston stock ( 3,436 ) 289 Purchases of premises and equipment ( 381 ) ( 1,509 ) Proceeds from sale of premises & equipment 12 18 Proceeds from payout on bank-owned life insurance — 2,079 Net cash used in investing activities ( 28,446 ) ( 701 ) CASH FLOWS FROM FINANCING ACTIVITIES : Net increase (decrease) in deposits 80,462 ( 53,140 ) Decrease in short-term borrowings ( 11,710 ) ( 32,460 ) Repayment of long-term debt ( 90,369 ) — Proceeds from issuance of long-term debt 98,000 120,000 Cash dividends paid ( 4,469 ) ( 4,582 ) Repurchase of common stock ( 5,621 ) ( 3,103 ) Net cash provided by financing activities 66,293 26,715 NET CHANGE IN CASH AND CASH EQUIVALENTS: 43,962 31,925 Beginning of period 28,840 30,342 End of period $ 72,802 $ 62,267 Supplemental cash flow information: Net change in cash due to broker for common stock repurchased $ 2,513 $ 2,253 Interest paid 39,051 20,671 Taxes paid 2,599 3,717 See the accompanying notes to unaudited consolidated financial statements. 6 WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2024 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations and Basis of Presentation . Western New England Bancorp, Inc. (“WNEB,” “Company,” “we,” or “us”) is a Massachusetts-chartered stock holding company for Westfield Bank, a federally-chartered savings bank (“Bank”). The Bank operates 25 banking offices in Hampden County and Hampshire County in western Massachusetts and Hartford County and Tolland County in northern Connecticut, and its primary sources of revenue are interest income from loans as well as interest income from investment securities. The West Hartford Financial Services Center serves as the Company’s Connecticut hub, housing Commercial Lending, Cash Management and a Mortgage Loan Officer. The Bank’s deposits are insured up to the maximum Federal Deposit Insurance Corporation (“FDIC”) coverage limits. Wholly-owned Subsidiaries . Elm Street Securities Corporation, WFD Securities, Inc. and CSB Colts, Inc., are Massachusetts-chartered securities corporations, formed for the primary purpose of holding qualified securities. WB Real Estate Holdings, LLC is a Massachusetts-chartered limited liability company that holds real property acquired as security for debts previously contracted by the Bank. Principles of Consolidation . The consolidated financial statements include the accounts of Western New England Bancorp, Inc., the Bank, CSB Colts, Inc., Elm Street Securities Corporation, WB Real Estate Holdings, LLC and WFD Securities, Inc. All material intercompany balances and transactions have been eliminated in consolidation. Estimates . The accompanying consolidated financial statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates, assumptions and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses for the periods then ended. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for credit losses and goodwill impairment. Basis of Presentation . In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of September 30, 2024, and the results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations for the year ending December 31, 2024. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). Reclassifications . Amounts in the prior period financial statements are reclassified when necessary to conform to the current year presentation. 7 2. EARNINGS PER SHARE Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. If rights to dividends on unvested awards are non-forfeitable, these unvested awards are considered outstanding in the computation of basic earnings per share. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by us relate to stock options and certain performance-based restricted stock awards and are determined using the treasury stock method. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. There were no anti-dilutive shares outstanding during the three and nine months ended September 30, 2024 and 2023, respectively. Earnings per common share for the three and nine months ended September 30, 2024 and 2023 have been computed based on the following: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands, except per share data) Net income applicable to common stock $ 1,904 $ 4,490 $ 8,378 $ 12,557 Average number of common shares issued 21,246 22,055 21,466 22,140 Less: Average unallocated ESOP Shares ( 256 ) ( 329 ) ( 273 ) ( 347 ) Less: Average unvested performance-based equity incentive plan shares ( 186 ) ( 165 ) ( 180 ) ( 162 ) Average number of common shares outstanding used to calculate basic earnings per common share 20,804 21,561 21,013 21,631 Effect of dilutive performance-based equity incentive plan 130 119 109 50 Average number of common shares outstanding used to calculate diluted earnings per common share 20,934 21,680 21,122 21,681 Net income per common share: Basic earnings per common share $ 0.09 $ 0.21 $ 0.40 $ 0.58 Diluted earnings per common share $ 0.09 $ 0.21 $ 0.40 $ 0.58 8 3. COMPREHENSIVE INCOME (LOSS) Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income (loss). The components of accumulated other comprehensive loss included in shareholders’ equity are as follows: September 30, 2024 December 31, 2023 (Dollars in thousands) Net unrealized losses on securities available-for-sale $ ( 24,612 ) $ ( 29,166 ) Tax effect 6,267 7,422 Net-of-tax amount ( 18,345 ) ( 21,744 ) Accumulated other comprehensive loss $ ( 18,345 ) $ ( 21,744 ) 4. INVESTMENT SECURITIES The following tables summarize the amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2024 and December 31, 2023 , and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss on securities available-for-sale. The Company did not record an allowance for credit losses on its securities held-to-maturity portfolio as of September 30, 2024 and December 31, 2023. September 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Dollars in thousands) Securities available-for-sale: Debt securities: Government-sponsored enterprise obligations $ 17,459 $ 4 $ ( 2,477 ) $ 14,986 Corporate bonds 5,000 — ( 419 ) 4,581 Total debt securities 22,459 4 ( 2,896 ) 19,567 Mortgage-backed securities: Government-sponsored mortgage-backed securities 151,735 156 ( 20,758 ) 131,133 U.S. government guaranteed mortgage-backed securities 6,307 — ( 1,118 ) 5,189 Total mortgage-backed securities 158,042 156 ( 21,876 ) 136,322 Total securities available-for-sale 180,501 160 ( 24,772 ) 155,889 Securities held-to-maturity: Debt securities: U.S. Treasury securities 10,001 — ( 272 ) 9,729 U.S. government guaranteed obligations 1,077 2 — 1,079 Total debt securities 11,078 2 ( 272 ) 10,808 Mortgage-backed securities: Government-sponsored mortgage-backed securities 202,188 192 ( 30,640 ) 171,740 Total mortgage-backed securities 202,188 192 ( 30,640 ) 171,740 Total securities held-to-maturity 213,266 194 ( 30,912 ) 182,548 Total $ 393,767 $ 354 $ ( 55,684 ) $ 338,437 9 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Dollars in thousands) Securities available-for-sale: Debt securities: Government-sponsored enterprise obligations $ 14,924 $ — $ ( 2,898 ) $ 12,026 State and municipal bonds 135 — — 135 Corporate bonds 8,000 — ( 1,038 ) 6,962 Total debt securities 23,059 — ( 3,936 ) 19,123 Mortgage-backed securities: Government-sponsored mortgage-backed securities 136,533 — ( 23,976 ) 112,557 U.S. government guaranteed mortgage-backed securities 6,689 — ( 1,254 ) 5,435 Total mortgage-backed securities 143,222 — ( 25,230 ) 117,992 Total securities available-for-sale 166,281 — ( 29,166 ) 137,115 Securities held-to-maturity: Debt securities: U.S. Treasury securities 9,995 — ( 545 ) 9,450 Total debt securities 9,995 — ( 545 ) 9,450 Mortgage-backed securities: Government-sponsored mortgage-backed securities 213,375 107 ( 35,240 ) 178,242 Total mortgage-backed securities 213,375 107 ( 35,240 ) 178,242 Total securities held-to-maturity 223,370 107 ( 35,785 ) 187,692 Total $ 389,651 $ 107 $ ( 64,951 ) $ 324,807 The following table summarizes the unrealized gains recognized on marketable equity securities for the periods indicated : Nine Months Ended September 30, 2024 2023 (Dollars in thousands) Net gains recognized during the period on marketable equity securities $ 22 $ — Unrealized gains recognized during the period on marketable equity securities still held at end of period $ 22 $ — The corporate bonds are investments in subordinated debt of two federally-insured banks, the majority of which is callable after five years of origination. The Company reviewed the financial strength of these bonds and concluded that the amortized cost remains supported by the expected future cash flows and there were no credit impairments on the bonds at September 30, 2024. All securities are performing at September 30, 2024. At September 30, 2024, U.S. Treasury securities with a fair value of $ 9.7 million, government-sponsored enterprise obligations with a fair value of $ 8.2 million and mortgage-backed securities with a fair value of $ 169.7 million were pledged to secure public deposits and for other purposes as required or permitted by law. The securities collateralizing public deposits are subject to fluctuations in fair value. We monitor the fair value of the collateral on a periodic basis, and pledge additional collateral if necessary based on changes in fair value of collateral or the balances of such deposits. 10 The amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2024, by final maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or prepay obligations. Available-for-Sale Held-to-Maturity Amortized Cost Fair Value Amortized Cost Fair Value (Dollars in thousands) Debt securities: Due in one year or less $ — $ — $ 4,999 $ 4,975 Due after one year through five years — — 5,002 4,754 Due after five years through ten years 22,459 19,567 — — Due after ten years — — 1,077 1,079 Total debt securities 22,459 19,567 11,078 10,808 Mortgage-backed securities: Due after one year through five years 883 857 — — Due after five years through ten years 739 689 2,702 2,597 Due after ten years 156,420 134,776 199,486 169,143 Total mortgage-backed securities 158,042 136,322 202,188 171,740 Total securities $ 180,501 $ 155,889 $ 213,266 $ 182,548 There were no sales of securities available-for-sale for the three and nine months ended September 30, 2024 and 2023. Allowance for Credit Losses – Securities Available-for-Sale The Company measures expected credit losses on debt securities available-for-sale based upon the gain or loss position of the security. For debt securities available-for-sale in an unrealized loss position which the Company does not intend to sell, and it is not more likely than not that the Company will be required to sell the security before recovery of the Company’s amortized cost, the Company evaluates qualitative criteria to determine any expected loss. This includes among other items the financial health of, and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. The Company also evaluates quantitative criteria including determining whether there has been an adverse change in expected future cash flows of the security. Securities available-for-sale which are guaranteed by government agencies do not currently have an allowance for credit loss as the Company determined these securities are either backed by the full faith and credit of the U.S. government and/or there is an unconditional commitment to make interest payments and to return the principal investment in full to investors when a debt security reaches maturity. In assessing the Company’s investments in government-sponsored and U.S. government guaranteed mortgage-backed securities and government-sponsored enterprise obligations, the contractual cash flows of these investments are guaranteed by the respective government-sponsored enterprise; Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Federal Farm Credit Bank (“FFCB”), or Federal Home Loan Bank (“FHLB”). Accordingly, it is expected that the securities would not be settled at a price less than the par value of the Company’s investments. The Company will evaluate this position no less than annually, however, certain items which may cause the Company to change this methodology include legislative changes that remove a government-sponsored enterprise’s ability to draw funds from the U.S. government, or legislative changes to housing policy that reduce or eliminate the U.S. government’s implicit guarantee on such securities. Accrued interest receivable on securities available-for-sale guaranteed by government agencies totaled $ 418,000 at September 30, 2024 and $ 333,000 at December 31, 2023, and is excluded from the estimate of credit losses. If the Company does not expect to recover the entire amortized cost basis of the security, an allowance for credit losses would be recorded, with a related charge to earnings. If the Company intends to sell the security or it is more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis, the Company recognizes the entire difference between the amortized cost basis of the security and its fair value in earnings. Any impairment that has not been recorded through an allowance for credit loss is recognized in other comprehensive income. Accrued interest receivable on debt securities available-for-sale not guaranteed by government agencies totaled $ 51,000 at September 30, 2024 and $ 178,000 at December 31, 2023, and is excluded from the estimate of credit losses. There were no allowances for credit losses established on debt securities available-for-sale during the three and nine months ended September 30, 2024. 11 At September 30, 2024, there was one available-for-sale corporate bond that was rated below investment grade by one or more ratings agencies, while at December 31, 2023, there were two available-for-sale corporate bonds that were rated below investment grade by one or more ratings agencies. At September 30, 2024, the Company reviewed the financial strength of the one available-for-sale corporate bond below investment grade and concluded that the amortized cost remains supported by the expected future cash flows of the security. Allowance for Credit Losses – Securities Held-to-Maturity The Company measures expected credit losses on debt securities held-to-maturity on a collective basis by security type and risk rating where available. The reserve for each pool is calculated based on a Probability of Default/Loss Given Default basis taking into consideration the expected life of each security. Held-to-maturity securities which are issued by the United States Treasury or are guaranteed by government agencies do not currently have an allowance for credit loss as the Company determined these securities are either backed by the full faith and credit of the U.S. government and/or there is an unconditional commitment to make interest payments and to return the principal investment in full to investors when a debt security reaches maturity. In assessing the Company’s investments in government-sponsored and U.S. government guaranteed mortgage-backed securities and government-sponsored enterprise obligations, the contractual cash flows of these investments are guaranteed by the respective government-sponsored enterprise; FHLMC, FNMA, FFCB, or FHLB. Accordingly, it is expected that the securities would not be settled at a price less than the par value of the Company’s investments. The Company will evaluate this position no less than annually, however, certain items which may cause the Company to change this methodology include legislative changes that remove a government-sponsored enterprise’s ability to draw funds from the U.S. government, or legislative changes to housing policy that reduce or eliminate the U.S. government’s implicit guarantee on such securities. Any expected credit losses on securities held-to-maturity would be presented as an allowance for credit loss. Accrued interest receivable on securities held-to-maturity totaled $ 466,000 at September 30, 2024 and $ 454,000 at December 31, 2023, and is excluded from the estimate of credit losses. There were no allowances for credit losses established on securities held-to-maturity securities during the three and nine months ended September 30, 2024. At September 30, 2024 and December 31, 2023, management attributed the unrealized losses to increases in current market yields compared to the yields at the time the investments were purchased by the Company and not due to credit quality. The following tables summarize the gross unrealized losses and fair value of the Company’s securities available-for-sale and held-to-maturity, segregated by the duration of their continuous unrealized loss positions at September 30, 2024 and December 31, 2023: September 30, 2024 Less Than Twelve Months Over Twelve Months Number of Securities Fair Value Gross Unrealized Loss Depreciation from Amortized Cost Basis (%) Number of Securities Fair Value Gross Unrealized Loss Depreciation from Amortized Cost Basis (%) (Dollars in thousands) Securities available-for-sale: Government-sponsored mortgage-backed securities 3 $ 9,412 $ 88 0.9 % 70 $ 107,691 $ 20,670 16.1 % U.S. government guaranteed mortgage-backed securities — — — — 9 5,189 1,118 17.7 Government-sponsored enterprise obligations 1 1,026 1 0.1 3 12,456 2,476 16.6 Corporate bonds — — — — 2 4,581 419 8.4 Total securities available-for-sale 4 10,438 89 84 129,917 24,683 Securities held-to-maturity: U.S. Treasury securities — — — — % 2 9,729 272 2.7 % Government-sponsored mortgage-backed securities — — — — 37 160,477 30,640 16.0 Total securities held-to-maturity — — — 39 170,206 30,912 Total securities 4 $ 10,438 $ 89 123 $ 300,123 $ 55,595 12 December 31, 2023 Less Than Twelve Months Over Twelve Months Number of Securities Fair Value Gross Unrealized Loss Depreciation from Amortized Cost Basis (%) Number of Securities Fair Value Gross Unrealized Loss Depreciation from Amortized Cost Basis (%) (Dollars in thousands) Securities available-for-sale: Government-sponsored mortgage-backed securities — $ — $ — — % 70 $ 112,557 $ 23,976 17.6 % U.S. government guaranteed mortgage-backed securities — — — — 9 5,435 1,254 18.7 Government-sponsored enterprise obligations — — — — 3 12,026 2,898 19.4 Corporate bonds — — — — 3 6,962 1,038 13.0 Total securities available-for-sale — — — 85 136,980 29,166 Securities held-to-maturity: U.S. Treasury securities — — — — % 2 9,450 545 5.5 % Government-sponsored mortgage-backed securities 4 7,097 56 0.8 36 164,395 35,184 17.6 Total securities held-to-maturity 4 7,097 56 38 173,845 35,729 Total securities 4 $ 7,097 $ 56 123 $ 310,825 $ 64,895 The Company expects to recover its amortized cost basis on all securities in its available-for-sale and held-to-maturity portfolios. Furthermore, the Company does not intend to sell, nor does it anticipate that it will be required to sell any of its securities in an unrealized loss position as of September 30, 2024, prior to this anticipated recovery. The decline in fair value on its available-for-sale and held-to-maturity portfolios is largely due to changes in interest rates and other market conditions and not due to credit quality issues. The issuers continue to make timely principal and interest payments on the securities and the fair value is expected to recover as the securities approach maturity. The Company’s ability and intent to hold these securities until recovery is supported by the Company’s strong capital and liquidity positions as well as its historically low portfolio turnover. The following description provides the number of investment positions in an unrealized loss position: At September 30, 2024, the Company reported unrealized losses on the securities available-for-sale portfolio of $ 24.8 million, or 13.7 % of the amortized cost basis of the securities available-for-sale, compared to unrealized losses of $ 29.2 million, or 17.5 % of the amortized cost basis of the securities available-for-sale at December 31, 2023. At September 30, 2024, there were 88 securities available-for-sale in which the fair value was less than the amortized cost, compared to 85 securities available-for-sale at December 31, 2023. At September 30, 2024, the Company reported unrealized losses on the securities held-to-maturity portfolio of $ 30.9 million, or 15.2 % , of the amortized cost basis of the securities held-to-maturity portfolio, compared to $ 35.7 million, or 16.0 % of the amortized cost basis of the securities held-to-maturity at December 31, 2023. At September 30, 2024, there 39 securities held-to-maturity in which the fair value was less than the amortized cost, compared to 42 securities held-to-maturity at December 31, 2023. 13 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES The following table presents the summary of the loan portfolio by the major classification of the loan at the periods indicated: September 30, 2024 December 31, 2023 (Dollars in thousands) Commercial real estate: Non-owner occupied $ 878,265 $ 881,643 Owner-occupied 204,524 198,108 Total commercial real estate 1,082,789 1,079,751 Residential real estate: Residential one-to-four family 631,649 612,315 Home equity 116,923 109,839 Total residential real estate 748,572 722,154 Commercial and industrial 210,390 217,447 Consumer 4,631 5,472 Total gross loans 2,046,382 2,024,824 Plus: Unearned premiums and deferred loan fees and costs, net 2,620 2,493 Less: Allowance for credit losses ( 19,955 ) ( 20,267 ) Net loans $ 2,029,047 $ 2,007,050 Lending activities primarily consist of commercial real estate loans, commercial and industrial loans, residential real estate loans, and to a lesser degree, consumer loans. Loans Pledged as Collateral. At September 30, 2024 and December 31, 2023, the carrying value of eligible loans pledged as collateral to support borrowing capacity at the FHLB were $ 912.9 million and $ 941.2 million, respectively. The outstanding balance of FHLB advances was $ 128.3 million and $ 40.6 million at September 30, 2024 and December 31, 2023, respectively. At September 30, 2024, the carrying value of eligible loans pledged as collateral to support borrowing capacity at the Federal Reserve Bank (“FRB”) was $ 402.1 million. There were no loans pledged to secure borrowing capacity at the FRB at December 31, 2023. There were no funds borrowed from the FRB backed by loans outstanding at September 30, 2024 or December 31, 2023. Loans Serviced for Others. The Company has transferred a portion of its originated commercial loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in our accompanying consolidated balance sheets. We continue to service the loans on behalf of the participating lenders. We share with participating lenders, on a pro-rata basis, any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. At September 30, 2024 and December 31, 2023, the Company was servicing commercial loans participated out to various other institutions totaling $ 66.1 million and $ 65.0 million, respectively. Residential real estate mortgages are originated by the Company both for its portfolio and for sale into the secondary market. The Company may sell its loans to institutional investors such as the FHLMC. Under loan sale and servicing agreements with the investor, the Company generally continues to service the residential real estate mortgages. The Company pays the investor an agreed upon rate on the loan, which is less than the interest rate received from the borrower. The Company retains the difference as a fee for servicing the residential real estate mortgages. The Company capitalizes mortgage servicing rights at their fair value upon sale of the related loans, amortizes the asset over the estimated life of the serviced loan, and periodically assesses the asset for impairment. The significant assumptions used by a third party to estimate the fair value of capitalized servicing rights at September 30, 2024, include weighted average prepayment speed for the portfolio using the Public Securities Association Standard Prepayment Model ( 226 PSA), average internal rate of return ( 10.01 %), weighted average servicing fee ( 0.25 %), and average cost to service loans ($ 82.93 per loan). The estimated fair value of capitalized servicing rights may vary significantly in subsequent periods primarily due to changing market interest rates, and their effect on prepayment speeds and discount rates. For the nine months ended September 30, 2024, the Company sold $ 20.1 million in residential real estate mortgages with servicing retained and recorded gains on the sale of mortgages of $ 246,000 within non-interest income. There were no sales of residential real estate mortgages to the secondary market during the nine months ended September 30, 2023. 14 At September 30, 2024 and December 31, 2023, the Company was servicing residential mortgage loans owned by investors totaling $ 85.7 million and $ 72.7 million, respectively. Servicing fee income of $ 249,000 and $ 144,000 was recorded for the nine months ended September 30, 2024 and 2023, respectively, and is included in service charges and fees on the consolidated statements of net income. A summary of the activity in the balances of mortgage servicing rights follows: Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (Dollars in thousands) Balance at the beginning of period: $ 377 $ 480 $ 422 $ 550 Capitalized mortgage servicing rights 114 — 114 — Amortization ( 25 ) ( 35 ) ( 70 ) ( 105 ) Balance at the end of period $ 466 $ 445 $ 466 $ 445 Fair value at the end of period $ 744 $ 745 $ 744 $ 745 Loans are recorded at the principal amount outstanding, adjusted for charge-offs, unearned premiums and deferred loan fees and costs. Interest on loans is calculated using the effective yield method on daily balances of the principal amount outstanding and is credited to income on the accrual basis to the extent it is deemed collectable. Our general policy is to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more based on the contractual terms of the loan, or earlier if there are concerns regarding the collectability of the loan. Any unpaid amounts previously accrued on these loans are reversed from income. Subsequent cash receipts are applied to the outstanding principal balance or to interest income if, in the judgment of management, collection of the principal balance is not in question. Loans are returned to accrual status when they become current as to both principal and interest and perform in accordance with contractual terms for a period of at least six months, reducing the concern as to the collectability of principal and interest. Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income over the estimated average lives of the related loans. Allowance for Credit Losses. The allowance for credit losses is an estimate of expected losses inherent within the Company’s existing loans held for investment portfolio. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheet, is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable on loans held for investment was $ 7.6 million at September 30, 2024 and $ 7.5 million at December 31, 2023 and is excluded from the estimate of credit losses. The loan loss estimation process involves procedures to appropriately consider the unique characteristics of loan portfolio segments, which consist of commercial real estate loans, residential real estate loans, commercial and industrial loans, and consumer loans. These segments are further disaggregated into loan classes, the level at which credit risk is monitored. For each of these pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The quantitative component of the ACL on loans is model-based and utilizes a forward-looking macroeconomic forecast. The Company uses a discounted cash flow method, incorporating probability of default and loss given default forecasted based on statistically derived economic variable loss drivers, to estimate expected credit losses. This process includes estimates which involve modeling loss projections attributable to existing loan balances, and considering historical experience, current conditions, and future expectations for pools of loans over a reasonable and supportable forecast period. The historical information either experienced by the Company or by a selection of peer banks, when appropriate, is derived from a combination of recessionary and non-recessionary performance periods for which data is available. 15 Commercial real estate loans . Loans in this segment include owner-occupied and non-owner occupied commercial real estate, multi-family dwellings, and income producing investment properties, as well as commercial construction loans for commercial development projects throughout New England. Typically, commercial real estate loans are secured by office buildings, apartment buildings, industrial properties, warehouses, retail facilities, hotels, assisted living facilities, and educational facilities. Collateral values are established by independent third-party appraisals and evaluations. Primary repayment sources for commercial real estate loans include operating income and cash flow generated by the real estate, sale of the real estate and, funds from any liquidation of the collateral. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity. The underlying cash flows generated by the properties or operations can be adversely impacted by a downturn in the economy due to increased vacancy rates or diminished cash flows, which in turn, would have an effect on the credit quality in this segment. Management obtains financial information annually and continually monitors the cash flows of these loans. Residential real estate loans . This portfolio segment consists of first mortgages secured by one-to-four family residential properties and home equity loans and home equity lines secured by first or second mortgage on one-to-four family owner-occupied properties. First mortgages may be underwritten to a maximum loan-to-value of 97 % for owner-occupied homes, 90 % for second homes and 85 % for investment properties. Mortgages with loan-to-values greater than 80 % require private mortgage insurance. We do not grant subprime loans. Home equity loans and lines are underwritten to a maximum combined loan-to-value of 85 % of the appraised value of the property. Underwriting approval is dependent on review of the borrower’s ability to repay principal and interest on a monthly basis, credit history, financial resources and the value of the collateral. Residential real estate loans are originated either for sale to investors or retained in the Company’s loan portfolio. Decisions about whether to sell or retain residential real estate loans are made based on the interest rate, pricing for loans in the secondary market, and the Company’s liquidity and capital needs. The overall health of the economy, including unemployment rates and housing pricing, will have an effect on the credit quality in this segment. Commercial and industrial loans . The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results and cash flows consistent with those projected at loan origination. Collateral frequently consists of a first lien position on business assets including, but not limited to, accounts receivable, inventory, and equipment. The primary repayment source is operating cash flow, followed by liquidation of assets. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity. A weakened economy and resultant decreased consumer spending will have an effect on the credit quality in this segment. Consumer loans . Loans in this segment are both secured and unsecured and repayment is dependent on the credit quality of the individual borrower. Allowance for Credit Losses Methodology In estimating the component of the allowance for credit losses for loans that share similar risk characteristics with other loans, such loans are segregated into loan classes. Loans are designated into loan classes based on loans pooled by product types and similar risk characteristics or areas of risk concentration. In determining the allowance for credit losses, we derive an estimated credit loss assumption from a model that categorizes loan pools based on loan type and purpose. This discounted cash flow (“DCF”) model calculates an expected loss percentage for each loan class by considering the probability of default, using life-of-loan analysis periods for the commercial and industrial, commercial real estate, residential real estate loan segments, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan class. The expected loss estimates for the consumer loan are based on historical loss rates using the remaining life method. The default and severity factors used to calculate the allowance for credit losses for loans that share similar risk characteristics with other loans are adjusted for differences between the historical period used to calculate historical default and loss severity rates and expected conditions over the remaining lives of the loans in the portfolio related to: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio; (3) the nature and volume of the loan portfolio including the terms of the loans; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due and adversely classified loans and the volume of nonaccrual loans; (6) the quality of our loan review system and (7) the value of underlying collateral for collateralized loans. Additional factors include the existence and effect of any concentrations of credit, and changes in the level of such concentrations and the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio. Such factors are used to adjust the historical probabilities of default and severity of loss so that they reflect management expectation of future conditions based on a reasonable and supportable forecast. The Company uses regression analysis of historical internal and peer data to determine which variables are best suited to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the economic variables. 16 For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over four quarters on a straight-line basis. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics. Individually evaluated financial assets For a loan that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans, we recognize expected credit loss equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge-offs and deferred loan fees and costs), except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. Allowance for credit losses on off-balance sheet credit exposures, including unfunded loan commitments The Company maintains a separate allowance for credit losses from off-balance-sheet credit exposures, including unfunded loan commitments, which is included in other liabilities on the balance sheet. Management estimates the amount of expected losses by calculating a commitment usage factor over the contractual period for exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the ACL methodology to the results of the usage calculation to estimate the liability for credit losses related to unfunded commitments for each loan type. No credit loss estimate is reported for outstanding off-balance-sheet credit exposures that are unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as credit loss expense. Categories of off-balance sheet credit exposures correspond to the loan portfolio segments described above. Management evaluates the need for a reserve on unfunded loan commitments in a manner consistent with loans held for investment. 17 An analysis of changes in the allowance for credit losses for loans and off-balance sheet commitments by segment for the three and nine months ended September 30, 2024 and September 30, 2023 is as follows: Commercial Real Estate Residential Real Estate Commercial and Industrial Consumer Unallocated Total (Dollars in thousands) Allowance for credit losses Balance at June 30, 2024 $ 14,331 $ 2,444 $ 2,552 $ 117 $ — $ 19,444 Provision for (reversal of) credit losses ( 65 ) 733 ( 208 ) 149 — 609 Charge-offs ( 46 ) ( 158 ) — ( 65 ) — ( 269 ) Recoveries — 19 123 29 — 171 Balance at September 30, 2024 $ 14,220 $ 3,038 $ 2,467 $ 230 $ — $ 19,955 Balance at June 30, 2023 $ 15,752 $ 2,356 $ 1,487 $ 52 $ — $ 19,647 Provision for (reversal of) credit losses ( 188 ) 31 551 15 — 409 Charge-offs — — ( 147 ) ( 46 ) — ( 193 ) Recoveries 9 2 77 27 — 115 Balance at September 30, 2023 $ 15,573 $ 2,389 $ 1,968 $ 48 $ — $ 19,978 Allowance for credit losses for off-balance sheet exposures Balance at June 30, 2024 $ 361 $ 225 $ 47 $ — $ — $ 633 Provision for (reversal of) credit losses 283 44 5 — — 332 Balance at September 30, 2024 $ 644 $ 269 $ 52 $ — $ — $ 965 Balance at June 30, 2023 $ 395 $ 163 $ 33 $ — $ — $ 591 Reversal of credit losses ( 79 ) 4 20 — — ( 55 ) Balance at September 30, 2023 $ 316 $ 167 $ 53 $ — $ — $ 536 Commercial Real Estate Residential Real Estate Commercial and Industrial Consumer Unallocated Total (Dollars in thousands) Allowance for credit losses Balance at December 31, 2023 $ 15,141 $ 2,548 $ 2,537 $ 41 $ — $ 20,267 Provision for (reversal of) for credit losses ( 903 ) 624 ( 275 ) 283 — ( 271 ) Charge-offs ( 46 ) ( 165 ) ( 1 ) ( 174 ) — ( 386 ) Recoveries 28 31 206 80 — 345 Balance at September 30, 2024 $ 14,220 $ 3,038 $ 2,467 $ 230 $ — $ 19,955 Balance at December 31, 2022 $ 12,199 $ 4,312 $ 3,160 $ 245 $ 15 $ 19,931 Cumulative effect change in accounting principle 3,989 ( 2,518 ) ( 75 ) ( 199 ) ( 15 ) 1,182 Adjusted beginning balance 16,188 1,794 3,085 46 — 21,113 Provision (reversal) for credit losses ( 211 ) 570 348 61 — 768 Charge-offs ( 414 ) — ( 1,561 ) ( 116 ) — ( 2,091 ) Recoveries 10 25 96 57 188 Balance at September 30, 2023 $ 15,573 $ 2,389 $ 1,968 $ 48 $ — $ 19,978 18 Commercial Real Estate Residential Real Estate Commercial and Industrial Consumer Unallocated Total (Dollars in thousands) Allowance for credit losses for off-balance sheet exposures Balance at December 31, 2023 $ 375 $ 163 $ 59 $ — $ — $ 597 Provision (reversal) for credit losses 269 106 ( 7 ) — — 368 Balance at September 30, 2024 $ 644 $ 269 $ 52 $ — $ — $ 965 Balance at December 31, 2022 $ — $ — $ — $ — $ — $ — Cumulative effect of change in accounting principle 611 267 40 — — 918 Reversal of credit losses ( 295 ) ( 100 ) 13 — — ( 382 ) Balance at September 30, 2023 $ 316 $ 167 $ 53 $ — $ — $ 536 During the three months ended September 30, 2024, the Company recorded a provision for credit losses of $ 941,000 , compared to a reversal for credit losses of $294,000 during the three months ended June 30, 2024. The provision for credit losses includes a provision for credit losses on loans of $ 609,000 and a reserve on unfunded loan commitments of $ 332,000 . The increase in the provision for credit losses on loans was due to changes in the economic environment and related adjustments to the quantitative components of the CECL methodology as well as growth in the loan portfolio. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. The increase in reserves on unfunded loan commitments was due to an increase in commercial real estate unfunded loan commitments of $ 33.5 million, or 20.7 %, from $ 161.8 million at June 30, 2024 to $ 195.3 million at September 30, 2024. Management continues to monitor macroeconomic variables related to increasing interest rates, inflation and the concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment. During the three months ended September 30, 2023, the Company recorded a provision for credit losses of $ 354,000 , comprised of a $ 409,000 provision for loan losses, partially offset by a $ 55,000 reversal of credit losses for unfunded commitments. The provision expense during the three months ended September 30, 2023 was primarily due to changes in the economic environment and related adjustments to the quantitative components of the CECL methodology. During the nine months ended September 30, 2024, the Company recorded a provision for credit losses of $ 97,000 , compared to a provision for credit losses of $ 386,000 during the nine months ended September 30, 2023. The $ 97,000 provision for credit losses during the nine months ended September 30, 2024 was comprised of a $271,000 reversal of credit losses, which was offset by a $ 368,000 reserve on unfunded loan commitments related to the impact of higher unfunded loan commitments for the period. During the nine months ended September 30, 2023, the Company recorded a provision for credit losses of $ 386,000 , comprised of a $ 768,000 provision for loan losses, partially offset by a $ 382,000 reversal of reserves on unfunded loan commitments primarily related to the impact of lower unfunded loan commitments. The provision for or reversal of credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, inflation and the concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment and supportable forecast period. 19 Past Due and Nonaccrual Loans. The following tables present an age analysis of past due loans as of the dates indicated : 30 – 59 Days Past Due 60 – 89 Days Past Due 90 Days or More Past Due Total Past Due Loans Total Current Loans Total Loans Nonaccrual Loans (Dollars in thousands) September 30, 2024 Commercial real estate: Non-owner occupied $ 171 $ — $ — $ 171 $ 878,094 $ 878,265 $ 179 Owner-occupied — — — — 204,524 204,524 19 Total: 171 — — 171 1,082,618 1,082,789 198 Residential real estate: Residential one-to-four family 1,939 626 905 3,470 628,179 631,649 4,076 Home equity 235 84 340 659 116,264 116,923 419 Total: 2,174 710 1,245 4,129 744,443 748,572 4,495 Commercial and industrial 1 — 8 9 210,381 210,390 175 Consumer 3 — — 3 4,628 4,631 5 Total loans $ 2,349 $ 710 $ 1,253 $ 4,312 $ 2,042,070 $ 2,046,382 $ 4,873 30 – 59 Days Past Due 60 – 89 Days Past Due 90 Days or More Past Due Total Past Due Loans Total Current Loans Total Loans Nonaccrual Loans (Dollars in thousands) December 31, 2023 Commercial real estate: Non-owner occupied $ — $ 647 $ 236 $ 883 $ 880,760 $ 881,643 $ 1,107 Owner-occupied 272 — 167 439 197,669 198,108 240 Total: 272 647 403 1,322 1,078,429 1,079,751 1,347 Residential real estate: Residential one-to-four family 2,354 934 881 4,169 608,146 612,315 4,739 Home equity 263 112 102 477 109,362 109,839 109 Total: 2,617 1,046 983 4,646 717,508 722,154 4,848 Commercial and industrial 20 — 8 28 217,419 217,447 218 Consumer 3 — — 3 5,469 5,472 8 Total loans $ 2,912 $ 1,693 $ 1,394 $ 5,999 $ 2,018,825 $ 2,024,824 $ 6,421 At September 30, 2024 and December 31, 2023, total past due loans totaled $ 4.3 million, or 0.21 % of total loans, and $ 6.0 million, or 0.30 % of total loans, respectively. Nonaccrual Loans. Accrual of interest on loans is generally discontinued when contractual payment of principal or interest becomes past due 90 days or, if in management's judgment, reasonable doubt exists as to the full timely collection of interest. Exceptions may be made if the loan has matured and is in the process of renewal or is well-secured and in the process of collection. When a loan is placed on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current interest income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record of at least six consecutive months of performance has been achieved. 20 The following table is a summary of the Company’s nonaccrual loans by major categories at September 30, 2024 and December 31, 2023 : As of September 30, 2024 For the Three Months Ended September 30, 2024 For the Nine Months Ended September 30, 2024 Nonaccrual Loans with Allowance for Credit Loss Nonaccrual Loans Without Allowance for Credit Loss Total Nonaccrual Loans Accrued Interest Receivable Reversed from Income (Dollars in thousands) Commercial real estate: Non-owner occupied $ — $ 179 $ 179 $ 8 $ 26 Owner-occupied — 19 19 — — Total — 198 198 8 26 Residential real estate: Residential one-to-four family — 4,076 4,076 57 145 Home equity — 419 419 11 22 Total 4,495 4,495 68 167 Commercial and industrial — 175 175 39 117 Consumer — 5 5 — — Total loans $ — $ 4,873 $ 4,873 $ 115 $ 310 As of December 31, 2023 For the Three Months Ended September 30, 2023 For the Nine Months Ended September 30, 2023 Nonaccrual Loans with Allowance for Credit Loss Nonaccrual Loans Without Allowance for Credit Loss Total Nonaccrual Loans Accrued Interest Receivable Reversed from Income (Dollars in thousands) Commercial real estate: Non-owner occupied $ — $ 1,107 $ 1,107 $ 28 $ 68 Owner-occupied — 240 240 7 17 Total — 1,347 1,347 35 85 Residential real estate: Residential one-to-four family — 4,739 4,739 50 131 Home equity — 109 109 4 9 Total 4,848 4,848 54 140 Commercial and industrial — 218 218 52 131 Consumer — 8 8 — — Total loans $ — $ 6,421 $ 6,421 $ 141 $ 356 At September 30, 2024 and December 31, 2023, nonaccrual loans totaled $ 4.9 million, or 0.24 % of total loans and $ 6.4 million, or 0.32 % of total loans, respectively. The Company did not recognize any interest income on nonaccrual loans for the three and nine months ended September 30, 2024 and 2023. At September 30, 2024 and December 31, 2023, there were no commitments to lend additional funds to any borrower on nonaccrual status. At September 30, 2024 and December 31, 2023, there were no loans 90 or more days past due and still accruing interest. There was no other real estate owned at September 30, 2024 or December 31, 2023. 21 Individually Evaluated Collateral Dependent Loans. Loans that do not share similar risk characteristics with loans that are pooled into portfolio segments are individually evaluated. A loan is considered collateral dependent when, based on current information and events, the borrower is experiencing financial difficulty and repayment, both principal and interest, is expected to be provided substantially through the operation or sale of the collateral. Loans that are rated Substandard, have a loan-to-value above 85% or have demonstrated a specific weakness (e.g., slow payment history, industry weakness, or other clear credit deterioration) may be considered for individual evaluation if they are determined not to share similar risk characteristics within the segment. Individually evaluated assets will be measured primarily using the collateral dependent financial asset practical expedient, although the discounted cash flow method may be used when management deems it more appropriate or collateral values cannot be supported. For individually evaluated assets, an ACL is determined separately for each financial asset. At September 30, 2024, the Company had $ 779,000 in individually evaluated commercial loans, collateralized by business assets, and $ 13.6 million in individually evaluated real estate loans, collateralized by real estate property. The following table summarizes the Company’s individually evaluated collateral dependent loans by class as of the dates indicated : As of September 30, 2024 Recorded Investment Related Allowance (Dollars in thousands) With no related allowance recorded: Commercial real estate: Non-owner occupied $ 7,370 $ — Owner-occupied 1,313 — Total 8,683 — Residential real estate: Residential one-to-four family 4,541 — Home equity 419 — Total 4,960 Commercial and industrial 277 — Consumer — — Loans with no related allowance recorded $ 13,920 $ — With an allowance recorded: Commercial real estate: Non-owner occupied $ — $ — Owner-occupied Total Residential real estate: Residential one-to-four family — — Home equity — — Total Commercial and industrial 502 163 Consumer — — Loans with an allowance recorded $ 502 $ 163 Total individually evaluated loans $ 14,422 $ 163 22 As of December 31, 2023 Recorded Investment Related Allowance (Dollars in thousands) With no related allowance recorded: Commercial real estate: Non-owner occupied $ 8,879 $ — Owner-occupied 1,769 — Total 10,648 — Residential real estate: Residential one-to-four family 5,163 — Home equity 109 — Total 5,272 — Commercial and industrial 13,273 — Consumer 8 — Loans with no related allowance recorded $ 29,201 $ — With an allowance recorded: Commercial real estate: $ — $ — Non-owner occupied Owner-occupied Total Residential real estate: Residential one-to-four family — — Home equity — — Total Commercial and industrial 517 179 Consumer — — Loans with an allowance recorded $ 517 $ 179 Total individually evaluated loans $ 29,718 $ 179 Modified Loans to Borrowers Experiencing Financial Difficulty. The Company will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss and comply with regulations regarding bankruptcy and discharge situations. Loans are designated as modified when, as part of an agreement to modify the original contractual terms of the loan as a result of financial difficulties of the borrower, the Company grants the borrower a concession on the terms that would not otherwise be considered. Typically, such concessions may consist of a reduction in interest rate to a below market rate, taking into account the credit quality of the note, extension of additional credit based on receipt of adequate collateral, or a deferment or reduction of payments (principal or interest) which materially alters the Company's position or significantly extends the note's maturity date, such that the present value of cash flows to be received is materially less than those contractually established at the loan's origination. There were no loan modifications granted based on borrower financial difficulty during the nine months ended September 30, 2024 and for the year ended December 31, 2023. During the nine months ended September 30, 2024 and 2023, no modified loans defaulted (defined as 30 days or more past due) within 12 months of restructuring. There were no charge-offs on modified loans during the nine months ended September 30, 2024 or 2023. 23 Credit Quality Information. The Company monitors the credit quality of its loan portfolio by using internal risk ratings that are based on regulatory guidance. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company utilizes an eight-grade internal loan rating system for commercial real estate and commercial and industrial loans. The grades assigned and definitions are as follows: loans graded excellent, above average, good are classified as “Pass” for grading purposes (risk ratings 1-4). All loans risk rated Special Mention (5), Substandard (6), Doubtful (7) and Loss (8) are listed on the Company’s criticized report and are reviewed not less than on a quarterly basis to assess the level of risk and to ensure that appropriate actions are being taken to minimize potential loss exposure. In addition, the Company closely monitors classified loans, defined as Substandard, Doubtful, and Loss for signs of deterioration to mitigate the growth in nonaccrual loans, including performing additional due diligence, updating valuations and requiring additional financial reporting from the borrower. Loans identified as containing a loss are partially charged-off or fully charged-off. Performing residential real estate, home equity and consumer loans are grouped with “Pass” rated loans. Nonperforming residential real estate, home equity and consumer loans are risk rated as “Substandard” and individually evaluated. Loans rated 1 – 4 : Loans rated 1-4 are classified as “Pass” and have quality metrics to support that the loan will be repaid according to the terms established and are not subject to adverse criticism as defined in regulatory guidance. Pass loans exhibit characteristics that represent acceptable risk and are not considered problem loans. Loans rated 5 : Loans rated 5 are classified as “Special Mention” and have potential weaknesses that deserve management’s close attention. Special mention loans are currently performing but with potential weaknesses including adverse trends in borrower’s operations, credit quality, financial strength, or possible collateral deficiency. Loans in this category are currently protected based on collateral and repayment capacity and do not constitute undesirable credit risk, but have potential weakness that may result in deterioration of the repayment process at some future date. Special Mention loans do not sufficiently expose the Company to warrant adverse classification. Loans rated 6 : Loans rated 6 are classified as “Substandard” and have an identified definitive weakness which may make full collection of contractual cash flows questionable and/or jeopardize the liquidation of the debt. Loans rated 7 : Loans rated 7 are classified as “Doubtful” and have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation of the loan highly questionable and improbable. The possibility of some loss is extremely high, but because of specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined. Loans rated 8 : Loans rated 8 are classified a “Loss” and are considered uncollectible and are charged to the allowance for credit losses. The loss classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the asset because recovery and collection time may be affected in the future. On an annual basis, or more often if needed, the Company formally reviews the ratings on all commercial real estate loans over $ 2 million and commercial and industrial loans over $ 1 million. On an ongoing basis, Management utilizes delinquency reports, interim customer financials, the criticized loan report and other loan reports to monitor credit quality and adjust risk ratings accordingly. In addition, at least on an annual basis, the Company contracts with an independent third-party to review the internal credit ratings assigned to loans in the commercial loan portfolio on a pre-determined schedule, based on the type, size, rating, and overall risk of the loan. During the course of its review, the third party examines a sample of loans, including new loans, existing relationships over certain dollar amounts and classified assets. The following tables summarize the amortized cost basis by aggregate Pass and criticized categories of Special Mention and Substandard within the Company’s internal risk rating system by year of origination as of September 30, 2024 and December 31, 2023 . The tables also summarize gross charge-offs, by year of origination for the nine months ended September 30, 2024 and the year ended December 31, 2023. 24 Term Loan Origination by Year Revolving Loans Year-to-Date September 30, 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Loans Total (Dollars in thousands) Commercial Real Estate: Pass (Rated 1- 4) $ 25,387 $ 45,728 $ 173,755 $ 243,625 $ 109,130 $ 374,875 $ 88,405 $ — $ 1,060,905 Special Mention (Rated 5) — — — — — 10,640 134 — 10,774 Substandard (Rated 6) — — — — 8,277 2,833 — — 11,110 Total commercial real estate loans $ 25,387 $ 45,728 $ 173,755 $ 243,625 $ 117,407 $ 388,348 $ 88,539 $ — $ 1,082,789 Current period gross charge-offs $ — $ — $ — $ — $ — $ 46 $ — $ — $ 46 Payment Performance: Performing $ 25,387 $ 45,728 $ 173,755 $ 243,625 $ 117,407 $ 388,150 $ 88,539 $ — $ 1,082,591 Nonperforming — — — — — 198 — — 198 Residential One-to-Four Family: Pass $ 47,309 $ 60,387 $ 89,741 $ 90,587 $ 120,601 $ 212,212 $ 5,496 $ — $ 626,333 Substandard — — 612 361 860 3,483 — — 5,316 Total residential one-to-four family $ 47,309 $ 60,387 $ 90,353 $ 90,948 $ 121,461 $ 215,695 $ 5,496 $ — $ 631,649 Current period gross charge-offs $ — $ — $ — $ — $ — $ 59 $ — $ — $ 59 Payment Performance: Performing $ 47,309 $ 60,387 $ 89,741 $ 90,587 $ 120,970 $ 213,083 $ 5,496 $ — $ 627,573 Nonperforming — — 612 361 491 2,612 — — 4,076 Home Equity: Pass $ 6,908 $ 9,024 $ 9,555 $ 6,001 $ 6,493 $ 10,645 $ 65,132 $ 2,746 $ 116,504 Substandard — — 92 — — — 319 8 419 Total home equity loans $ 6,908 $ 9,024 $ 9,647 $ 6,001 $ 6,493 $ 10,645 $ 65,451 $ 2,754 $ 116,923 Current period gross charge-offs $ — $ — $ — $ — $ — $ 7 $ — $ 99 $ 106 Payment Performance: Performing $ 6,908 $ 9,024 $ 9,555 $ 6,001 $ 6,493 $ 10,645 $ 65,132 $ 2,746 $ 116,504 Nonperforming — — 92 — — — 319 8 419 25 Term Loans Originated by Year Revolving Loans Year-to-Date September 30, 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Loans Total (Dollars in thousands) Commercial and Industrial: Pass (Rated 1- 4) $ 21,747 $ 19,818 $ 30,344 $ 28,331 $ 15,763 $ 23,559 $ 55,226 $ 65 $ 194,853 Special Mention (Rated 5) — 6,027 606 137 — 1,403 2,357 — 10,530 Substandard (Rated 6) — — — — 427 462 4,118 — 5,007 Total commercial and industrial loans $ 21,747 $ 25,845 $ 30,950 $ 28,468 $ 16,190 $ 25,424 $ 61,701 $ 65 $ 210,390 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ 1 $ 1 Payment Performance: Performing $ 21,747 $ 25,845 $ 30,950 $ 28,468 $ 16,190 $ 25,419 $ 61,531 $ 65 $ 210,215 Nonperforming — — — — — 6 169 — 175 Consumer: Pass $ 746 $ 1,539 $ 959 $ 327 $ 77 $ 159 $ 819 $ — $ 4,626 Substandard — — — — — 5 — — 5 Total consumer loans $ 746 $ 1,539 $ 959 $ 327 $ 77 $ 164 $ 819 $ — $ 4,631 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ 174 $ 174 Payment Performance: Performing $ 746 $ 1,539 $ 959 $ 327 $ 77 $ 159 $ 819 $ — $ 4,626 Nonperforming — — — — — 5 — — 5 26 Term Loan Origination by Year Revolving Loans 2023 2022 2021 2020 2019 Prior Revolving Loans Revolving Loans Converted to Term Loans Total (Dollars in thousands) Commercial Real Estate: Pass (Rated 1- 4) $ 42,764 $ 175,829 $ 228,739 $ 113,631 $ 91,353 $ 320,806 $ 81,483 $ 9,289 $ 1,063,894 Special Mention (Rated 5) — — — 180 915 3,237 164 — 4,496 Substandard (Rated 6) — — — 8,013 — 3,348 — — 11,361 Total commercial real estate loans $ 42,764 $ 175,829 $ 228,739 $ 121,824 $ 92,268 $ 327,391 $ 81,647 $ 9,289 $ 1,079,751 Current period gross charge-offs $ — $ — $ — $ — $ — $ 764 $ — $ — $ 764 Payment Performance: Performing $ 42,764 $ 175,829 $ 228,739 $ 121,824 $ 92,268 $ 326,044 $ 81,647 $ 9,289 $ 1,078,404 Nonperforming — — — — — 1,347 — — 1,347 Residential One-to-Four Family: Pass $ 59,257 $ 88,213 $ 94,290 $ 125,917 $ 54,263 $ 174,688 $ 10,401 $ — $ 607,029 Substandard — 447 495 445 — 3,899 — — 5,286 Total residential one-to-four family $ 59,257 $ 88,660 $ 94,785 $ 126,362 $ 54,263 $ 178,587 $ 10,401 $ — $ 612,315 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Payment Performance: Performing $ 59,257 $ 88,213 $ 94,290 $ 125,540 $ 54,263 $ 175,612 $ 10,401 $ — $ 607,576 Nonperforming — 447 495 822 — 2,975 — — 4,739 Home Equity: Pass $ 9,937 $ 10,885 $ 6,861 $ 7,108 $ 5,234 $ 7,261 $ 60,115 $ 2,329 $ 109,730 Substandard — — — — — 7 90 12 109 Total home equity loans $ 9,937 $ 10,885 $ 6,861 $ 7,108 $ 5,234 $ 7,268 $ 60,205 $ 2,341 $ 109,839 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Payment Performance: Performing $ 9,937 $ 10,885 $ 6,861 $ 7,108 $ 5,234 $ 7,261 $ 60,115 $ 2,329 $ 109,730 Nonperforming — — — — — 7 90 12 109 27 Term Loans Originated by Year Revolving Loans 2023 2022 2021 2020 2019 Prior Revolving Loans Revolving Loans Converted to Term Loans Total (Dollars in thousands) Commercial and Industrial: Pass (Rated 1- 4) $ 31,108 $ 35,705 $ 26,553 $ 19,780 $ 19,765 $ 8,825 $ 57,393 $ 69 $ 199,198 Special Mention (Rated 5) — 101 — — 8 498 707 — 1,314 Substandard (Rated 6) — — 1,408 8,156 — 85 7,286 — 16,935 Total commercial and industrial loans $ 31,108 $ 35,806 $ 27,961 $ 27,936 $ 19,773 $ 9,408 $ 65,386 $ 69 $ 217,447 Current period gross charge-offs $ — $ 147 $ — $ — $ — $ 221 $ — $ 1,193 $ 1,561 Payment Performance: Performing $ 31,108 $ 35,806 $ 27,961 $ 27,936 $ 19,773 $ 9,401 $ 65,175 $ 69 $ 217,229 Nonperforming — — — — — 7 211 — 218 Consumer: Pass $ 2,168 $ 1,381 $ 524 $ 241 $ 68 $ 270 $ 812 $ — $ 5,464 Substandard — — — — — 8 — — 8 Total consumer loans $ 2,168 $ 1,381 $ 524 $ 241 $ 68 $ 278 $ 812 $ — $ 5,472 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ 3 $ 182 $ 185 Payment Performance: Performing $ 2,168 $ 1,381 $ 524 $ 241 $ 68 $ 271 $ 811 $ — $ 5,464 Nonperforming — — — — — 7 1 — 8 28 The following table summarizes information about total loans rated Special Mention, Substandard, Doubtful or Loss for the periods noted . September 30, 2024 December 31, 2023 (Dollar in thousands) Criticized loans: Special Mention $ 21,304 $ 5,810 Substandard 21,857 33,699 Total criticized loans $ 43,161 $ 39,509 Total criticized loans as a percentage of total loans 2.1 % 1.9 % 6. GOODWILL AND OTHER INTANGIBLES Goodwill At September 30, 2024 and December 31, 2023, the carrying value of the Company’s goodwill was $ 12.5 million. Goodwill is measured as the excess of the cost of a business combination over the sum of the amounts assigned to identifiable intangible assets acquired less liabilities assumed. Goodwill is not amortized but rather assessed for impairment annually or more frequently if circumstances warrant. Management has the option of first assessing qualitative factors, such as events and circumstances, to determine whether it is more likely than not, meaning a likelihood of more than 50%, the value of a reporting unit is less than its carrying amount. If, after considering all relevant events and circumstances, management determines it is not more likely than not the fair value of a reporting unit is less than its carrying amount, then performing an impairment test is unnecessary. At September 30, 2024 and December 31, 2023, the Company’s goodwill was related to the acquisition of Chicopee Bancorp, Inc. in October 2016. For the three and nine months ended September 30, 2024, management determined that it was not more likely than not the fair value of the reporting unit was less than its carrying amount. If management had determined otherwise, a fair value analysis would have been completed to determine the impairment and necessary write-down of goodwill. For a period during the year ended December 31, 2023, the carrying value of the Company’s equity exceeded its market capitalization due to events affecting the banking industry, specifically three large bank failures as well as the continued impact of higher interest rates, which resulted in declines in bank stock prices. Therefore, the Company completed a fair value analysis to assess potential impairment and any necessary write-down of the carrying value of goodwill. Management used valuation multiples from recent comparable whole bank merger and acquisition transactions to determine the estimated fair value of the Company. Based on the results of this analysis, management determined that the fair value of the Company exceeded the carrying value of the reporting unit, and as a result, goodwill was not impaired at December 31, 2023. Core Deposit Intangibles In connection with the acquisition of Chicopee Bancorp, Inc., the Company recorded a core deposit intangible of $ 4.5 million, which is being amortized over twelve years using the straight-line method. Amortization expense was $ 94,000 and $ 282,000 for the three and nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024, future amortization of the core deposit intangible totaled $ 375,000 for each of the next four years and $ 31,000 thereafter. 7. SHARE-BASED COMPENSATION Restricted Stock Awards. In May 2021, the Company’s shareholders approved the 2021 Omnibus Incentive Plan, a share-based compensation plan (the “2021 Omnibus Plan”). Under the 2021 Omnibus Plan, up to 700,000 shares of the Company’s common stock were reserved for grants of stock awards, including stock options and restricted stock, which may be granted to any officer, key employee or non-employee director of the Company. Any shares that are not issued because vesting requirements are not met will be available for future issuance under the 2021 Omnibus Plan. 29 On an annual basis, the Compensation Committee (the “Committee”) approves long-term incentive awards out of the 2021 Omnibus Plan, whereby shares will be granted to eligible participants of the Company that are nominated by the Chief Executive Officer and approved by the Committee, with vesting over a three-year term for employees and a one-year term for directors. Annual employee grants provide for a periodic award that is both performance and time-based and is designed to recognize the executive’s responsibilities, reward performance and leadership and as a retention tool. The objective of the award is to align compensation for the named executive officers and directors over a multi-year period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term financial strength, shareholder value and relative shareholder return. 2021 Long-Term Incentive Plan In May 2021, the Committee granted 122,362 shares under the 2021 Long-Term LTI Plan (the “2021 LTI Plan”). Of the 122,362 shares granted, 61,181 shares, or 50 % of the shares granted, were time-based restricted shares that were scheduled to vest ratably over a three-year period. The remaining 61,181 shares, or 50 % of the shares granted, were performance-based restricted shares which were subject to the achievement of the 2021 LTI Plan performance metrics. The Committee selected Return on Average Equity (“ROE”) and Three-Year Cumulative Diluted Earnings per Share (“EPS”) as the primary performance metrics for the 2021 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based shares will be certified by the Committee and distributed at the end of the three-year period as earned. The Threshold, Target and Stretch metrics under the 2021 LTI Plan are as follows : ROE Metrics Performance Period Ending Threshold Target Stretch December 31, 2021 5.63 % 6.25 % 7.50 % December 31, 2022 5.85 % 6.50 % 7.80 % December 31, 2023 6.08 % 6.75 % 8.10 % EPS Metrics Performance Period Ending Threshold Target Stretch Three-Year Cumulative Diluted EPS $ 1.58 $ 1.97 $ 2.36 At December 31, 2023, the three-year performance period for the 2021 LTI Plan ended. The 2021 LTI Plan included a “catch-up” provision allowing unearned performance-based restricted shares from the 2021 and 2022 performance periods to be earned at the end of the three-year period based on the ROE and EPS for the final year. At December 31, 2023, the Company achieved Stretch, and granted 69,376 performance-based restricted shares to eligible participants in the first quarter of 2024. 2022 Long-Term Incentive Plan In March 2022, the Committee granted 119,376 shares under the 2022 Long-Term LTI Plan (the “2022 LTI Plan”). Of the 119,376 shares granted, 59,688 shares, or 50 % of the shares granted, were time-based restricted shares that are scheduled to vest ratably over a three-year period. The remaining 59,688 shares, or 50 % of the shares granted, were performance-based restricted shares that are subject to the achievement of the 2022 LTI Plan performance metrics. The Committee selected ROE and EPS as the primary performance metrics for the 2022 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned. 30 The Threshold, Target and Stretch metrics under the 2022 LTI Plan are as follows: ROE Metrics Performance Period Ending Threshold Target Stretch December 31, 2022 7.79 % 8.20 % 8.61 % December 31, 2023 7.93 % 8.35 % 8.77 % December 31, 2024 8.03 % 8.45 % 8.87 % EPS Metrics Performance Period Ending Threshold Target Stretch Three-Year Cumulative Diluted EPS $ 2.35 $ 2.61 $ 2.85 2022 Annual Equity Retainer In March 2022, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 1,975 time-based restricted shares of WNEB common stock. In total, 17,775 shares were granted and fully vested on December 31, 2022. 2023 Long-Term Incentive Plan In March 2023, the Committee granted 120,998 shares under the 2023 Long-Term LTI Plan (the “2023 LTI Plan”). Of the 120,998 shares granted, 60,499 shares, or 50 % of the shares granted, were time-based restricted shares and vest ratably over a three-year period. The remaining 60,499 shares, or 50 % of the shares granted, were performance-based restricted shares that are subject to the achievement of the 2023 LTI Plan performance metrics. The Committee selected ROE and EPS as the primary performance metrics for the 2023 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned. The Threshold, Target and Stretch metrics under the 2023 LTI Plan are as follows : ROE Metrics Performance Period Ending Threshold Target Stretch December 31, 2023 8.00 % 8.45 % 8.85 % December 31, 2024 8.75 % 9.25 % 9.75 % December 31, 2025 9.00 % 9.50 % 10.00 % EPS Metrics Performance Period Ending Threshold Target Stretch Three-Year Cumulative Diluted EPS $ 2.39 $ 2.65 $ 2.89 31 2023 Annual Equity Retainer In March 2023, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 2,022 time-based restricted shares of WNEB common stock. In total, 18,198 shares were granted and fully vested on December 31, 2023. 2024 Long-Term Incentive Plan In March 2024, the Committee granted 146,422 shares under the 2024 Long-Term LTI Plan (the “2024 LTI Plan”). Of the 146,422 shares granted, 73,211 shares, or 50 % of the shares granted, were time-based restricted shares that are scheduled to vest ratably over a three-year period. The remaining 73,211 shares, or 50 % of the share granted, were performance-based restricted shares that are subject to the achievement of the 2024 LTI Plan performance metrics. The Committee selected ROE and EPS as the primary performance metrics for the 2024 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned. The Threshold, Target and Stretch metrics under the 2024 LTI Plan are as follows : ROE Metrics Performance Period Ending Threshold Target Stretch December 31, 2024 5.05 % 5.61 % 6.17 % December 31, 2025 6.18 % 6.86 % 7.55 % December 31, 2026 7.30 % 8.11 % 8.92 % EPS Metrics Performance Period Ending Threshold Target Stretch Three-Year Cumulative Diluted EPS $ 2.25 $ 2.50 $ 2.75 2024 Annual Equity Retainer In March 2024, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 2,384 time-based restricted shares of WNEB common stock. In total, 21,456 shares were granted and there are 19,072 shares scheduled to fully vest on December 31, 2024. At September 30, 2024, there were 123,587 remaining shares available to grant under the 2021 Omnibus Plan. A summary of the status of unvested restricted stock awards at September 30, 2024 and 2023 is presented below: Shares Weighted Average Grant Date Fair Value ($) Balance at December 31, 2023 220,635 9.29 Shares granted 187,049 8.38 Shares forfeited ( 2,384 ) 8.39 Shares vested ( 69,376 ) 8.34 Balance at September 30, 2024 335,924 8.98 32 Shares Weighted Average Grant Date Fair Value ($) Balance at December 31, 2022 206,092 8.85 Shares granted 158,957 9.79 Shares vested ( 66,817 ) 9.07 Balance at September 30, 2023 298,232 9.30 The Company recorded total expense for restricted stock awards of $ 1.1 million for the nine months ended September 30, 2024 and 2023, respectively. 8. SHORT-TERM BORROWINGS AND LONG-TERM DEBT On a long-term basis, the Company intends to continue to increase its core deposits to fund loan growth. The Company also uses FHLB borrowings as part of the Company's overall strategy to manage interest rate risk and liquidity risk. FHLB advances are secured by a blanket security agreement which requires the Company to maintain certain qualifying assets as collateral, principally certain residential real estate loans and commercial real estate loans and securities, not otherwise pledged. The maximum amount that the FHLB will advance to member institutions, including the Company, fluctuates from time to time in accordance with the policies of the FHLB. As an FHLB member, the Company is required to own capital stock of the FHLB, calculated periodically based primarily on its level of borrowings from the FHLB. Advances are made under several different credit programs with different lending standards, interest rates and range of maturities. The Company’s relationship with the FHLB is an integral component of the Company’s asset-liability management program. At September 30, 2024, FHLB advances, consisting of short-term and long-term advances, totaled $ 128.3 million, with a weighted average rate of 4.95 %. At December 31, 2023, FHLB advances totaled $ 40.6 million, with an average weighted rate of 4.99 %. At September 30, 2024, the Company pledged $ 912.9 million of eligible collateral to support its borrowing capacity at the FHLB. At September 30, 2024, the Company had an immediate availability to borrow an additional $ 442.5 million from the FHLB, based on qualified collateral pledged. The Company also has a standing available overnight Ideal Way line of credit with the FHLB of $ 9.5 million. Interest on this line of credit is payable at a rate determined and reset by the FHLB on a daily basis. The outstanding principal is due daily but the portion not repaid will be automatically renewed. At September 30, 2024 and December 31, 2023, the Company did not have an outstanding balance under the Ideal Way line of credit. Other borrowings, held as collateral for customer swap arrangements, totaled $ 4.4 million with a weighted average rate of 4.83 %, at September 30, 2024 and $ 6.1 million, with a weighted average rate of 5.33 %, at December 31, 2023, respectively. As a member of the FRB, the Company may also borrow from the Federal Reserve Bank Discount Window (the “Discount Window”). At September 30, 2024, the Company pledged $ 402.1 million of eligible collateral to support its borrowing capacity at the FRB. At September 30, 2024 and December 31, 2023, the Company did not have an outstanding balance under the Discount Window. At September 30, 2024, the Company had an immediate availability to borrow $ 404.9 million from the Discount Window. The Company utilized the Bank Term Funding Program (“BTFP”), which was created in March 2023 to enhance banking system liquidity by allowing institutions to pledge certain securities at par value and borrow at a rate of ten basis points over the one-year overnight index swap rate. The BTFP was available to federally insured depository institutions in the U.S., with advances having a term of up to one year with no prepayment penalties. The BTFP ceased extending new advances in March 2024. At December 31, 2023, the outstanding balance under the BTFP was $ 90.0 million. There was no outstanding balance at September 30, 2024. 33 The following table sets forth certain information regarding advances from the FHLB, and other borrowed funds for the periods indicated: September 30, 2024 December 31, 2023 Outstanding Balance Weighted Average Rate Outstanding Balance Weighted Average Rate (Dollars in thousands) FHLB advances: Short-term advances (1) $ — — % $ 10,000 5.56 % Long-term advances 128,277 4.95 30,646 4.81 Total FHLB advances 128,277 4.95 40,646 4.99 BTFP advances — — 90,000 4.71 Other borrowings 4,390 4.83 6,100 5.33 Total $ 132,667 4.94 % $ 136,746 4.82 % (1) Short-term advances are defined as having maturities of less than 12 months. 9. SUBORDINATED DEBT On April 20, 2021, the Company completed an offering of $ 20.0 million in aggregate principal amount of its 4.875 % fixed-to-floating rate subordinated notes (the “Notes”) to certain qualified institutional buyers in a private placement transaction. At September 30, 2024, $ 19.7 million aggregate principle amount of the Notes was outstanding. Unless earlier redeemed, the Notes mature on May 1, 2031 . The Notes will bear interest from the initial issue date to, but excluding, May 1, 2026 , or the earlier redemption date, at a fixed rate of 4.875 % per annum, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year, beginning August 1, 2021, and from and including May 1, 2026, but excluding the maturity date or earlier redemption date, equal to the benchmark rate, which is the 90-day average secured overnight financing rate , plus 412 basis points, determined on the determination date of the applicable interest period, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year. The Company may also redeem the Notes, in whole or in part, on or after May 1, 2026 , and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Notes were designed to qualify as Tier 2 capital under the Federal Reserve’s capital adequacy regulations. The Notes are presented net of issuance costs of $ 259,000 as of September 30, 2024, which are being amortized into interest expense over the life of the Notes. Amortization of issuance costs into interest expense was $ 29,000 for the nine months ended September 30, 2024 and 2023, respectively. 10. DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives. The Company is exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our assets and liabilities and the use of derivative financial instruments. Specifically, we entered into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to certain variable rate loan assets and variable rate borrowings. 34 Fair Value Hedges of Interest Rate Risk. The Company is exposed to changes in the fair value of certain pools of fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. The Company's interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income . As of September 30, 2024 and December 31, 2023, the following amounts were recorded on the balance sheet related to cumulative basis adjustment of fair value hedges: Item in the Balance Sheet in which the Hedged Item is Included Carrying Amount of Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets/(Liabilities) At September 30, 2024 At December 31, 2023 At September 30, 2024 At December 31, 2023 (Dollars in thousands) Loans $ 199,927 $ 199,393 $ ( 73 ) $ ( 607 ) Total $ 199,927 $ 199,393 $ ( 73 ) $ ( 607 ) These amounts include the amortized cost basis of closed portfolios of fixed rate residential 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. At September 30, 2024, the amortized cost basis of the closed portfolios used in these hedging relationships was $ 437.2 million; the cumulative basis adjustments associated with these hedging relationships was approximately $ 71,000 ; and the notional amount of the designated hedged items were $ 200 million. At December 31, 2023, the amortized cost basis of the closed portfolios used in these hedging relationships was $ 461.2 million; the cumulative basis adjustments associated with these hedging relationships was approximately $ 607,000 ; and the notional amount of the designated hedged items were $ 200 million. The notional amounts of these agreements do not represent amounts exchanged by the parties and, thus, are not a measure of the potential loss exposure. At September 30, 2024, the Company’s fair value hedges had a remaining maturity of 0.1 years, and an average fixed rate of 4.43 %. Non-hedging Derivatives. Derivatives not designated as hedges are not speculative, but rather result from a service the Company provides to certain customers. The Company executes loan-level derivative products such as interest-rate swap agreements with commercial banking customers to aid them in managing their interest-rate risk by converting floating-rate loan payments to fixed-rate loan payments. The Company concurrently enters into offsetting swaps with a third-party financial institution, effectively minimizing the Company’s net risk exposure resulting from such transactions. The third-party financial institution exchanges the customer's fixed-rate loan payments for floating-rate loan payments. As the interest-rate swap agreements associated with this program do not meet hedge accounting requirements, changes in the fair value are recognized directly in earnings. 35 Fair Values of Derivative Instruments on the Balance Sheet. The table below presents the fair value of our derivative financial instruments designated as hedging and non-hedging instruments as well as our classification on the balance sheet as of September 30, 2024 and December 31, 2023 . September 30, 2024 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value (Dollars in thousands) Hedging Derivatives Interest rate swaps - fair value hedges $ 71 $ — Derivatives not designated as hedging instruments: Interest rate swap – with customer counterparties — 4,372 Interest rate swap – with dealer counterparties 4,372 — Total derivatives Other Assets $ 4,443 Other Liabilities $ 4,372 December 31, 2023 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value (Dollars in thousands) Hedging Derivatives Interest rate swaps - fair value hedges $ 651 $ — Derivatives not designated as hedging instruments: Interest rate swap – with customer counterparties — 5,239 Interest rate swap – with dealer counterparties 5,239 — Total derivatives Other Assets $ 5,890 Other Liabilities $ 5,239 Effect of Derivative Instruments in the Consolidated Statements of Net Income. The table below presents the effect of the Company’s derivative financial instruments on the statements of net income as of September 30, 2024 and September 30, 2023. Location and Amount of Gain (Loss) Recognized in Income on Fair Value Hedging Relationships Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 (Dollars in thousands) Balance Sheet location Interest Income Interest Income Interest Income Interest Income Total amounts of income line items presented in the statements of net income in which the effects of fair value hedges are recorded $ 434 $ 406 $ 1,324 $ 627 Gain (loss) on fair value hedging relationships Interest rate contracts: Hedged items $ ( 1 ) $ ( 104 ) $ ( 10 ) $ ( 1,763 ) Derivatives designated as hedging instruments 435 510 1,334 2,390 There were no gains or losses recognized in accumulated other comprehensive income during the nine months ended September 30, 2024 and 2023, respectively. 36 Credit-risk-related Contingent Features By using derivative financial instruments, we expose ourselves to credit risk. Credit risk is the risk of failure by the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative is negative, we owe the counterparty and, therefore, it does not possess credit risk. The credit risk in derivative instruments is mitigated by entering into transactions with highly-rated counterparties that we believe to be creditworthy and by limiting the amount of exposure to each counterparty. We have agreements with our derivative counterparties that contain a provision where if we default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. We also have agreements with certain of our derivative counterparties that contain a provision where if we fail to maintain our status as well capitalized, then the counterparty could terminate the derivative positions and we would be required to settle our obligations under the agreements. Certain of our agreements with our derivative counterparties contain provisions where if a formal administrative action by a federal or state regulatory agency occurs that materially changes our creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument. At September 30, 2024, we had minimum collateral posting thresholds with certain of our derivative counterparties. As of September 30, 2024, we were not required to post collateral under these agreements because we did not have any derivatives in a liability position with those counterparties. 11. FAIR VALUE OF ASSETS AND LIABILITIES Determination of Fair Value. We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for our various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Methods and assumptions for valuing our financial instruments are set forth below. Estimated fair values are calculated based on the value without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications or estimated transaction cost. Securities. The securities measured at fair value in Level 1 are based on quoted market prices in an active exchange market. All other securities are measured at fair value in Level 2 and are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. These securities include government-sponsored enterprise obligations, state and municipal obligations, corporate bonds, residential mortgage-backed securities guaranteed and sponsored by the U.S. government or an agency thereof. Fair value measurements are obtained from a third-party pricing service and are not adjusted by management. Interest rate swaps. The valuation of our interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. We have determined that the majority of the inputs used to value our interest rate derivatives fall within Level 2 of the fair value hierarchy. 37 Assets and Liabilities Measured at Fair Value on a Recurring Basis. Assets and liabilities measured at fair value on a recurring basis are summarized below: September 30, 2024 Level 1 Level 2 Level 3 Total Assets: (Dollars in thousands) Available-for-sale securities $ — $ 155,889 $ — $ 155,889 Marketable equity securities 252 — — 252 Interest rate swaps — 4,443 — 4,443 Total assets $ 252 $ 160,332 $ — $ 160,584 Liabilities: Interest rate swaps $ — $ 4,372 $ — $ 4,372 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: (Dollars in thousands) Available-for-sale securities $ — $ 137,115 $ — $ 137,115 Marketable equity securities 196 — — 196 Interest rate swaps — 5,890 — 5,890 Total assets $ 196 $ 143,005 $ — $ 143,201 Liabilities: Interest rate swaps $ — $ 5,239 $ — $ 5,239 There were no transfers to or from Level 1 and 2 for assets measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023. Assets Measured at Fair Value on a Non-recurring Basis. We may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. The following tables summarize the fair value hierarchy used to determine the carrying values of the related assets as of September 30, 2024 and December 31, 2023 : Nine Months Ended At September 30, 2024 September 30, 2024 Total Level 1 Level 2 Level 3 Losses (Dollars in thousands) (Dollars in thousands) Collateral dependent loans $ — $ — $ 1 $ 99 Nine Months Ended At December 31, 2023 September 30, 2023 Total Level 1 Level 2 Level 3 Losses (Dollars in thousands) (Dollars in thousands) Collateral dependent loans $ — $ — $ 1,100 $ 1,828 The amount of impaired loans represents the carrying value, net of the related write-down or valuation allowance of collateral dependent loans for which adjustments are based on the estimated fair value of the underlying collateral. The fair value of collateral dependent loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals performed by independent licensed or certified appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management will discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. 38 Summary of Fair Values of Financial Instruments. The estimated fair values of our financial instruments are as follows : September 30, 2024 Carrying Value Fair Value Level 1 Level 2 Level 3 Total (Dollars in thousands) Assets: Cash and cash equivalents $ 72,802 $ 72,802 $ — $ — $ 72,802 Securities held-to-maturity 213,266 9,729 172,819 — 182,548 Securities available-for-sale 155,889 — 155,889 — 155,889 Marketable equity securities 252 252 — — 252 FHLB and other restricted stock 7,143 — — 7,143 7,143 Loans - net 2,029,047 — — 1,890,012 1,890,012 Accrued interest receivable 8,653 — — 8,653 8,653 Mortgage servicing rights 466 — 744 — 744 Derivative asset 4,443 — 4,443 — 4,443 Liabilities: Deposits 2,224,206 — — 2,223,751 2,223,751 Short-term borrowings 4,390 — 4,390 — 4,390 Long-term debt 128,277 — 130,077 — 130,077 Subordinated debt 19,741 — 16,805 — 16,805 Accrued interest payable 961 — — 961 961 Derivative liabilities 4,372 — 4,372 — 4,372 December 31, 2023 Carrying Value Fair Value Level 1 Level 2 Level 3 Total (Dollars in thousands) Assets: Cash and cash equivalents $ 28,840 $ 28,840 $ — $ — $ 28,840 Securities held-to-maturity 223,370 9,450 178,242 — 187,692 Securities available-for-sale 137,115 — 137,115 — 137,115 Marketable equity securities 196 196 — — 196 FHLB and other restricted stock 3,707 — — 3,707 3,707 Loans - net 2,007,050 — — 1,841,913 1,841,913 Accrued interest receivable 8,528 — — 8,528 8,528 Mortgage servicing rights 422 — 724 — 724 Derivative asset 5,890 — 5,890 — 5,890 Liabilities: Deposits 2,143,744 — — 2,140,930 2,140,930 Short-term borrowings 16,100 — 16,100 — 16,100 Long-term debt 120,646 — 120,460 — 120,460 Subordinated debt 19,712 — 17,938 — 17,938 Accrued interest payable 3,310 — — 3,310 3,310 Derivative liabilities 5,239 — 5,239 — 5,239 39 12. RECENT ACCOUNTING PRONOUNCEMENTS In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740), which requires entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. On an annual basis, entities must disclose: (1) the amount of income taxes paid, net of refunds, disaggregated by federal, state, and foreign; and (2) the amount of income taxes paid, net of refunds, disaggregated by individual jurisdictions in which income taxes paid, net of refunds received, for amounts equal to or greater than 5% of total income taxes paid. Further, the amendments also require entities to disclose: (1) income or loss from continued operations before income tax expense (or benefit) disaggregated between domestic and foreign sources; and (2) income or loss from continued operations disaggregated by federal, state, and foreign sources. This ASU, as amended, is effective for the Company in fiscal years beginning after December 15, 2024 and is not expected to have a material impact on the Company’s consolidated financial statements. 40 ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Overview. We strive to remain a leader in meeting the financial service needs of the local community and to provide quality service to the individuals and businesses in the market areas that we have served since 1853. Historically, we have been a community-oriented provider of traditional banking products and services to business organizations and individuals, including products such as residential and commercial real estate loans, commercial and industrial loans, consumer loans and a variety of deposit products. We meet the needs of our local community through a community-based and service-oriented approach to banking. We have adopted a growth-oriented strategy that continues to focus on increasing commercial lending and residential lending. Our strategy also calls for increasing deposit relationships, specifically core deposits (defined below), and broadening our product lines and services. We believe that this business strategy is best for our long-term success and viability, and complements our existing commitment to high-quality customer service. In connection with our overall growth strategy, we seek to: ● Grow the Company’s commercial loan portfolio and related commercial deposits by targeting businesses in our primary market areas of Hampden and Hampshire Counties in western Massachusetts and Hartford and Tolland Counties in northern Connecticut to increase the net interest margin and loan income; ● Supplement the Company’s commercial portfolio by growing the Company’s residential real estate portfolio to diversify the Company’s loan portfolio and deepen customer relationships; ● Focus on expanding our retail banking deposit franchise and increase the number of households served within our designated market area; ● Invest in people, systems and technology to grow revenue, improve efficiency and enhance the overall customer experience; ● Grow revenues, increase book value and tangible book value per share (non-GAAP), continue to pay competitive dividends to shareholders and utilize the Company’s stock repurchase plan to leverage our capital and enhance franchise value (tangible book value per share is a non-GAAP measure. See “Explanation of Use of Non-GAAP Financial Measurements” for more information regarding our uses of non-GAAP financial measurements); and ● Consider growth through acquisitions. We may pursue expansion opportunities in existing or adjacent strategic locations with companies that add complementary products to our existing business and at terms that add value to our existing shareholders. You should read the following financial results for the three months and nine months ended September 30, 2024 in the context of this strategy. ● Net income was $1.9 million, or $0.09 per diluted share, for the three months ended September 30, 2024, compared to net income of $4.5 million, or $0.21 per diluted share, for the three months ended September 30, 2023. For the nine months ended September 30, 2024, net income was $8.4 million, or $0.40 per diluted share, compared to $12.6 million, or $0.58 per diluted share, for the nine months ended September 30, 2023. ● Net interest income, our primary driver of revenues, decreased $1.7 million, or 10.1%, to $14.7 million, for the three months ended September 30, 2024, from $16.4 million for the three months ended September 30, 2023. The decrease in net interest income was due to an increase in interest expense of $3.6 million, or 37.8%, partially offset by an increase in interest and dividend income of $1.9 million, or 7.5%. Interest expense on deposits increased $3.5 million, or 44.9%, and interest expense on borrowings increased $133,000, or 7.3%. During the nine months ended September 30, 2024, net interest income decreased $7.2 million, or 13.9%, to $44.5 million, compared to $51.7 million for the nine months ended September 30, 2023. The decrease in net interest income was due to an increase in interest expense of $14.1 million, or 62.3%, partially offset by an increase in interest and dividend income of $6.9 million, or 9.3%. The $14.1 million increase in interest expense was primarily due to an increase of $12.9 million, or 72.3%, in interest expense on deposits. Both periods were impacted by competitive pricing and an unfavorable shift in the deposit mix from low cost core deposits to high cost time deposits. 41 ● During the three months ended September, 30, 2024, the Company recorded a provision for credit losses of $941,000, compared to a provision for credit losses of $354,000, during the three months ended September 30, 2023. During the nine months ended September, 30, 2024, the Company recorded a provision for credit losses of $97,000, compared to a provision for credit losses of $386,000 during the nine months ended September 30, 2023. The provision for credit losses during the three and nine months ended September 30, 2024 was primarily due to changes in the economic environment and related adjustments to the quantitative components of the CECL methodology as well as growth in the loan portfolio. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, inflation and the concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment. CRITICAL ACCOUNTING POLICIES. Our consolidated financial statements are prepared in accordance with U.S. GAAP and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates. Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies during the three months ended September 30, 2024. For additional information on our critical accounting policies, please refer to the information contained in Note 1 of the accompanying unaudited consolidated financial statements and Note 1 of the consolidated financial statements included in our 2023 Annual Report. COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2024 AND DECEMBER 31, 2023 At September 30, 2024, total assets were $2.6 billion, an increase of $75.9 million, or 3.0%, from December 31, 2023. The increase in total assets was primarily due to an increase in cash and cash equivalents of $44.0 million, or 152.4%, an increase in total loans of $21.7 million, or 1.1%, and an increase in investment securities of $8.7 million, or 2.4%. Investment Securities At September 30, 2024, the investment securities portfolio totaled $369.4 million, or 14.0% of total assets, compared to $360.7 million, or 14.1%, of total assets, at December 31, 2023. At September 30, 2024, the Company’s available-for-sale (“AFS”) securities portfolio, recorded at fair market value, increased $18.8 million, or 13.7%, from $137.1 million at December 31, 2023 to $155.9 million. The held-to-maturity (“HTM”) securities portfolio, recorded at amortized cost, decreased $10.1 million, or 4.5%, from $223.4 million at December 31, 2023 to $213.3 million at September 30, 2024. At September 30, 2024, the Company reported unrealized losses on the AFS securities portfolio of $24.6 million, or 13.6% of the amortized cost basis of the AFS securities portfolio, compared to unrealized losses of $29.2 million, or 17.5% of the amortized cost basis of the AFS securities at December 31, 2023. At September 30, 2024, the Company reported unrealized losses on the HTM securities portfolio of $30.7 million, or 14.4%, of the amortized cost basis of the HTM securities portfolio, compared to $35.7 million, or 16.0% of the amortized cost basis of the HTM securities portfolio at December 31, 2023. 42 The securities in which the Company may invest are limited by regulation. Federally chartered savings banks have authority to invest in various types of assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises, mortgage-backed securities, certain certificates of deposit of insured financial institutions, repurchase agreements, overnight and short-term loans to other banks, corporate debt instruments and marketable equity securities. The securities, with the exception of $4.6 million in corporate bonds, are issued by the United States government or government-sponsored enterprises and are therefore either explicitly or implicitly guaranteed as to the timely payment of contractual principal and interest. These positions are deemed to have no credit impairment, therefore, the disclosed unrealized losses with the securities portfolio relate primarily to changes in prevailing interest rates. In all cases, price improvement in future periods will be realized as the issuances approach maturity. Management regularly reviews the portfolio for securities in an unrealized loss position. At September 30, 2024 and December 31, 2023, the Company did not record any credit impairment charges on its securities portfolio and attributed the unrealized losses primarily due to fluctuations in general interest rates or changes in expected prepayments and not due to credit quality. The primary objective of the Company’s investment portfolio is to provide liquidity and to secure municipal deposit accounts while preserving the safety of principal. The Company expects to strategically redeploy available cash flows from the securities portfolio to fund loan growth and deposit outflows. Total Loans At September 30, 2024, total loans increased $21.7 million, or 1.1%, from December 31, 2023, to $2.0 billion at September 30, 2024. The increase in total loans was due to an increase in commercial real estate loans of $3.0 million, or 0.3%, an increase in residential real estate loans, including home equity loans, of $26.4 million, or 3.7%, partially offset by a decrease in commercial and industrial loans of $7.0 million, or 3.2%. During the three months ended September 30, 2024, the Company sold $20.1 million in fixed rate residential loans to the secondary market with servicing retained. Total delinquency was $4.3 million, or 0.21% of total loans, at September 30, 2024, compared to $6.0 million, or 0.30% of total loans at December 31, 2023. At September 30, 2024, nonperforming loans totaled $4.9 million, or 0.24% of total loans, compared to $6.4 million, or 0.32% of total loans, at December 31, 2023. Total nonperforming assets totaled $4.9 million, or 0.18% of total assets, at September 30, 2024, compared to $6.4 million, or 0.25% of total assets, at December 31, 2023. At September 30, 2024 and December 31, 2023, there were no loans 90 or more days past due and still accruing interest. At September 30, 2024 and December 31, 2023, the Company did not have any other real estate owned. Management continues to closely monitor the loan portfolio for any signs of deterioration in borrowers’ financial condition and also in light of speculation that commercial real estate values may deteriorate as the market continues to adjust to higher vacancies and interest rates. We continue to proactively take steps to mitigate risk in our loan portfolio. At September 30, 2024, the allowance for credit losses as a percentage of total loans was 0.97% as compared to 1.00% at December 31, 2023. At September 30, 2024, the allowance for credit losses as a percentage of nonperforming loans was 409.5% as compared to 315.6% at December 31, 2023. Total criticized loans, defined as special mention and substandard loans, increased $3.7 million, or 9.4%, from $39.5 million, or 1.9% of total loans, at December 31, 2023 to $43.2 million, or 2.1%, of total loans at September 30, 2024. We continue to maintain diversity among property types and within our geographic footprint. A summary of our past due and nonaccrual loans by class is listed in Note 5 of the accompanying unaudited consolidated financial statements. The Company’s commercial real estate loans are considered to be relatively diversified by borrower, industry and concentrated in the New England geographical area. A significant portion of the loan portfolio consists of commercial real estate loans, primarily made in Massachusetts, and to a lesser degree, Connecticut, and secured by real estate or other collateral in the market. Although these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the local real estate market could have an adverse impact on this portfolio of loans and the Company’s income and financial position. While our basic market area is in Massachusetts, the Company has made loans outside that market area where the applicant is an existing customer, and the nature and quality of such loans was consistent with the Company's lending policies. 43 We continuously monitor the asset quality of our loan portfolio. For the commercial portfolio, we monitor credit quality using a risk rating scale, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Management utilizes a loan risk rating methodology based on an 8-point scale. Pass grades are 0-4 and non-pass categories, which align with regulatory guidelines, include: special mention (5), substandard (6), doubtful (7) and loss (8). Risk rating assignment is determined by analyzing key factors, which may include: industry and market conditions, position within the industry, earnings trends, operating cash flow, debt capacity, guarantor strength, management, financial reporting, collateral and other considerations. CRE Concentrations The Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation (“Agencies”) issued guidance in 2006 which addresses institutions with increased concentrations of commercial real estate (“CRE”) loans. The guidance does not establish specific CRE lending limits; rather, it promotes sound risk management practices and appropriate levels of capital that will enable institutions to continue to pursue CRE lending in a safe and sound manner. In developing this guidance, the Agencies recognized that different types of CRE lending present different levels of risk, and that consideration should be given to the lower risk profiles and historically superior performance of certain types of CRE, such as well-structured multifamily housing finance, when compared to others, such as speculative office space construction. Institutions are encouraged to segment their CRE portfolios to acknowledge these distinctions for risk management purposes. The guidance focuses on those CRE loans for which the cash flow from the real estate is the primary source of repayment rather than loans to a borrower for which real estate collateral is taken as a secondary source of repayment or through an abundance of caution. Thus, for the purposes of the guidance, CRE loans include those loans with risk profiles sensitive to the condition of the general CRE market (for example, market demand, changes in capitalization rates, vacancy rates, or rents). CRE loans are land development and construction loans (including 1- to 4-family residential and commercial construction loans) and other land loans. CRE loans also include loans secured by multifamily property, and nonfarm nonresidential property where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party, nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Excluded from the scope of this Guidance are loans secured by nonfarm nonresidential properties where the primary source of repayment is the cashflow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property. As part of their ongoing supervisory monitoring processes, the Agencies use certain criteria to identify institutions that are potentially exposed to significant CRE concentration risk. An institution that has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching or exceeds the following supervisory criteria may be identified for further supervisory analysis of the level and nature of its CRE concentration risk: 1. Total reported loans for construction, land development, and other land represent 100 percent or more of the institution’s total risk-based capital; or 2. Total commercial real estate loans as defined in this guidance represent 300 percent or more of the institution’s total risk-based capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months. The Agencies use the criteria as a preliminary step to identify institutions that may have CRE concentration risk. Because regulatory reports capture a broad range of CRE loans with varying risk characteristics, the supervisory monitoring criteria do not constitute limits on an institution’s lending activity but rather serve as high-level indicators to identify institutions potentially exposed to CRE concentration risk. The Company holds a concentration in commercial real estate loans. As of September 30, 2024, construction, land development and other land loans represented 37.4% of consolidated bank risk-based capital. During the prior 36 months, the Company has experienced an increase in its commercial real estate portfolio of 23.4%. 44 The management team has extensive experience in underwriting commercial real estate loans and has implemented and continues to maintain heightened risk management procedures and strong underwriting criteria with respect to its commercial real estate portfolio. The Board of Directors has established internal maximum limits on CRE as an asset class overall as well as sub limits within CRE by property class, to better manage and control the exposure to property classes during periods of changing economic conditions. The Board of Directors also has minimum targets for regulatory capital ratios that are in excess of well capitalized ratios. Our risk management process begins with a robust underwriting program. The underwriting and risk rating of all loans is completed by the Company’s Credit Department that is independent of the originating lender(s). At September 30, 2024 and December 31, 2023, non-owner and owner occupied commercial real estate loans, totaled $1.1 billion, or 52.9%, of total gross loans, and $1.1 billion, or 53.3%, of total gross loans, respectively. The table below breaks down the commercial real estate portfolio outstanding balance by non-owner and owner-occupied and by concentration as of September 30, 2024: Property Type Non-Owner Occupied Owner Occupied Total % of CRE Portfolio % of Total Loans % of Total Bank Risk- Based Capital (1) (Dollars in thousands) Office Portfolio $ 179,530 $ 33,146 $ 212,676 19.6 % 10.4 % 78.4 % Apartment 182,612 — 182,612 16.9 % 8.9 % 67.3 % Industrial 110,377 52,420 162,797 15.0 % 8.0 % 60.0 % Retail 109,481 5,327 114,808 10.6 % 5.6 % 42.3 % Other 63,805 29,903 93,708 8.7 % 4.6 % 34.5 % Mixed Use 71,904 6,433 78,337 7.2 % 3.8 % 28.9 % Hotel/Hospitality 43,522 — 43,522 4.0 % 2.1 % 16.0 % Automotive Sales 2,736 37,092 39,828 3.7 % 1.9 % 14.7 % Adult Care/Assisted Living 31,843 6,119 37,962 3.5 % 1.9 % 14.0 % Warehouse 20,973 10,168 31,141 2.9 % 1.5 % 11.5 % Shopping Center 23,428 7,653 31,081 2.9 % 1.5 % 11.5 % School/Higher Education 11,609 15,919 27,528 2.5 % 1.3 % 10.1 % Self Storage 26,445 344 26,789 2.5 % 1.3 % 9.9 % Total commercial real estate $ 878,265 $ 204,524 $ 1,082,789 100.0 % 52.9 % 399.1 % % of Total Bank Risk-Based Capital (1) 323.7 % 75.4 % % of Total CRE loans 81.1 % 18.9 % (1) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. 45 The table below breaks down the commercial real estate portfolio outstanding balance by non-owner and owner-occupied and by concentration as of December 31, 2023: Property Type (1) Non-Owner Occupied Owner Occupied Total % of CRE Portfolio % of Total Loans % of Total Bank Risk- Based Capital (2) (Dollars in thousands) Office $ 183,838 $ 32,327 $ 216,165 20.0 % 10.7 % 79.6 % Apartment 176,082 — 176,082 16.3 % 8.7 % 64.9 % Retail 111,091 8,005 119,096 11.0 % 5.9 % 43.9 % Industrial 98,594 53,228 151,822 14.1 % 7.5 % 55.9 % Mixed Use 73,516 6,121 79,637 7.4 % 3.9 % 29.3 % Other 65,969 28,539 94,508 8.8 % 4.7 % 34.8 % Hotel/Hospitality 44,630 — 44,630 4.1 % 2.2 % 16.4 % Adult Care/Assisted Living 32,404 — 32,404 3.0 % 1.6 % 11.9 % Self-Storage 31,551 440 31,991 3.0 % 1.6 % 11.8 % Shopping Center 24,524 8,438 32,962 3.1 % 1.6 % 12.1 % Warehouse 23,978 10,742 34,720 3.2 % 1.7 % 12.8 % School/Higher Education 12,642 11,584 24,226 2.2 % 1.2 % 8.9 % Automotive Sales 2,824 38,684 41,508 3.8 % 2.0 % 15.3 % Total commercial real estate $ 881,643 $ 198,108 $ 1,079,751 100.0 % 53.3 % 397.8 % % of Total Bank Risk-Based Capital (1) 324.8 % 73.0 % % of Total CRE loans 81.7 % 18.3 % (1) December 31, 2023 property types have been reclassified for consistency with September 30, 2024 information. (2) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. At September 30, 2024, of the $1.1 billion in commercial real estate loans, $878.3 million, or 42.9% of total gross loans, were categorized as non-owner occupied and represented 323.7% of total bank risk-based capital. The following table further breaks down the non-owner occupied commercial real estate portfolio balances by concentration, collateral location and weighted average loan-to-value (“LTV”) as of September 30, 2024: Property Type MA CT NH RI Other Total % of Total Bank Risk- Based Capital (1) Weighted Average LTV (2) (Dollars in thousands) Apartment $ 111,894 $ 36,948 $ 4,971 $ 28,799 $ — $ 182,612 67.3 % 55.5 % Office 63,397 64,120 40,559 — 11,454 179,530 66.2 % 65.2 % Industrial 57,793 33,537 — 12,968 6,079 110,377 40.7 % 58.4 % Retail 54,731 23,814 13,758 6,256 10,922 109,481 40.4 % 56.5 % Mixed Use 32,380 21,669 — 13,124 4,731 71,904 26.5 % 58.1 % Other 38,547 21,409 3,374 — 475 63,805 23.5 % 56.5 % Hotel/Hospitality 20,991 22,531 — — — 43,522 16.0 % 52.3 % Adult Care/Assisted Living 15,243 16,600 — — — 31,843 11.7 % 58.9 % Self Storage 21,260 4,398 787 — — 26,445 9.7 % 62.8 % Shopping Center 7,228 16,200 — — — 23,428 8.6 % 51.4 % Warehouse 17,415 3,339 — — 219 20,973 7.7 % 44.6 % School/Higher Education 11,609 — — — — 11,609 4.3 % 45.4 % Automotive Sales 2,736 — — — — 2,736 1.0 % 39.9 % Total Non-Owner CRE $ 455,224 $ 264,565 $ 63,449 $ 61,147 $ 33,880 $ 878,265 323.7 % 57.9 % (1) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. (2) Weighted average LTV is based on the original appraisal and the current loan exposure. 46 At December 31, 2023, of the $1.1 billion in commercial real estate loans, $881.7 million, or 43.5% of loans, was categorized as non-owner occupied and represented 324.8% of total risk-based capital. The following table further breaks down the non-owner occupied commercial real estate portfolio balances by concentration, collateral location and weighted average LTV as of December 31, 2023. Property Type (1) MA CT NH RI Other Total % of Total Risk- based Capital (2) Weighted Average LTV (3) (Dollars in Thousands) Adult Care/Assisted Living $ 15,700 $ 16,704 $ — $ — $ — $ 32,404 11.9 % 55.4 % Apartment 103,248 35,897 5,050 31,887 — 176,082 64.9 % 53.6 % Automotive Sales 2,824 — — — — 2,824 1.0 % 41.2 % School/Higher Education 12,642 — — — — 12,642 4.7 % 45.6 % Hotel/Hospitality 21,519 23,111 — — — 44,630 16.4 % 53.4 % Industrial 52,977 32,327 — 13,290 — 98,594 36.3 % 60.7 % Mixed Use 33,186 22,268 — 13,302 4,760 73,516 27.1 % 59.8 % Office 65,249 65,685 41,404 — 11,500 183,838 67.7 % 66.2 % Retail 56,439 24,582 12,576 6,363 11,131 111,091 40.9 % 57.0 % Self Storage 12,911 — — 18,640 — 31,551 11.6 % 52.3 % Shopping Center 7,728 16,796 — — — 24,524 9.0 % 52.9 % Warehouse 20,577 3,401 — — — 23,978 8.8 % 40.5 % Other 42,059 22,520 735 — 655 65,969 24.3 % 60.8 % Total Non-Owner CRE $ 447,059 $ 263,291 $ 59,765 $ 83,482 $ 28,046 $ 881,643 324.8 % 58.0 % (1) December 31, 2023 property types have been reclassified for consistency with September 30, 2024 information. (2) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. (3) Weighted average LTV is based on the original appraisal and the current loan exposure. The Company also underwrites and originates owner-occupied commercial real estate loans. These loans are typically term loans made to support properties that rely upon the operations of the business occupying the property for repayment. The Agencies specifically excluded owner-occupied commercial real estate from their concentration guidance, as the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property. The table below depicts a well-diversified portfolio of owner-occupied commercial real estate portfolio as of September 30, 2024: Property Type MA CT NH Other Total % of Total Bank Risk- Based Capital (1) Weighted Average LTV (2) (Dollars in thousands) Owner Occupied CRE Adult Care/Assisted Living $ — $ — $ 6,119 $ — $ 6,119 2.3 % 58.1 % Automotive Sales 30,328 6,764 — — 37,092 13.7 % 60.3 % School/Higher Education 15,919 — — — 15,919 5.9 % 67.6 % Industrial 43,061 8,784 — 575 52,420 19.3 % 53.5 % Mixed Use 5,845 588 — — 6,433 2.4 % 53.3 % Office 30,575 2,571 — — 33,146 12.2 % 61.9 % Retail 5,327 — — — 5,327 2.0 % 46.5 % Shopping Center 5,475 2,178 — — 7,653 2.8 % 57.0 % Self-Storage 344 — — — 344 0.1 % 20.9 % Warehouse 9,789 379 — — 10,168 3.7 % 63.5 % Other 22,443 6,533 927 — 29,903 11.0 % 48.8 % Total Owner Occupied CRE $ 169,106 $ 27,797 $ 7,046 $ 575 $ 204,524 75.4 % 57.0 % (1) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. (2) Weighted average LTV is based on the original appraisal and the current loan exposure. 47 The table below depicts a well-diversified portfolio of owner-occupied commercial real estate as of December 31, 2023: Property Type (1) MA CT NH Other Total % of Total Risk- based Capital (2) Weighted Average LTV (3) (Dollars in Thousands) Automotive Sales $ 31,568 $ 7,116 $ — $ — $ 38,684 14.3 % 64.2 % School/Higher Education 11,584 — — — 11,584 4.3 % 69.9 % Industrial 40,870 10,161 — 2,197 53,228 19.6 % 53.4 % Mixed Use 5,512 609 — — 6,121 2.3 % 52.0 % Office 29,570 2,757 — — 32,327 11.9 % 62.9 % Retail 8,005 — — — 8,005 2.9 % 47.8 % Shopping Center 6,202 2,236 — — 8,438 3.1 % 57.5 % Self Storage 389 51 — — 440 0.2 % 20.2 % Warehouse 10,120 398 — 224 10,742 4.0 % 63.0 % Other 24,745 2,837 957 — 28,539 10.5 % 47.0 % Total Owner-Occupied CRE $ 168,565 $ 26,165 $ 957 $ 2,421 $ 198,108 73.0 % 57.4 % (1) December 31, 2023 property types have been reclassified for consistency with September 30, 2024 information. (2) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. (3) Weighted average LTV is based on the original appraisal and the current loan exposure. Commercial Real Estate Office Exposure Our total office-related commercial real estate loans (which is comprised of loans within our commercial real estate portfolio that are secured by office space, medical office space, and mixed-use where rental income is primarily from office space) totaled $212.7 million, or 78.4% of total bank risk-based capital and $216.2 million, or 79.6% of total bank risk-based capital, as of September 30, 2024 and December 31, 2023, respectively. The table below breaks the office-related commercial real estate loans by collateral type for the periods noted: September 30, 2024 Non-Owner Occupied Owner Occupied Total % of Office Portfolio % of Total Bank Risk-Based Capital (2) (Dollars in thousands) Collateral Type: Office/Medical $ 107,718 $ 20,849 $ 128,567 60.5 % 47.4 % Office/Professional Metro 3,899 8,109 12,008 5.6 % 4.4 % Office/Professional Suburban 40,840 3,867 44,707 21.0 % 16.5 % Office/Professional Urban 27,073 321 27,394 12.9 % 10.1 % Total Office Portfolio $ 179,530 $ 33,146 $ 212,676 100.0 % 78.4 % 48 December 31, 2023 (1) Non-Owner Occupied Owner Occupied Total % of Office Portfolio % of Total Bank Risk-Based Capital (2) (Dollars in thousands) Collateral Type: Office/Medical $ 109,947 $ 21,560 $ 131,507 60.8 % 48.4 % Office/Professional Metro 4,313 6,580 10,893 5.0 % 4.0 % Office/Professional Suburban 42,167 3,841 46,008 21.3 % 17.0 % Office/Professional Urban 27,411 346 27,757 12.8 % 10.2 % Total Office Portfolio $ 183,838 $ 32,327 $ 216,165 100.0 % 79.6 % (1) December 31, 2023 property types have been reclassified for consistency with September 30, 2024 information. (2) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. Office-related CRE loans are primarily concentrated in Massachusetts, where approximately 44.2% at September 30, 2024 and 43.9%, at December 31, 2023, of the total balance of office-related CRE loans are located. The Company does not have office CRE loans secured by real estate in greater Boston or New York. September 30, 2024 Non-Owner Occupied Owner Occupied Total % of Office Portfolio % of Total Bank Risk-Based Capital (2) (Dollars in thousands) By State: Massachusetts $ 63,397 $ 30,575 $ 93,972 44.2 % 34.6 % Connecticut 64,120 2,571 66,691 31.4 % 24.6 % New Hampshire 40,559 — 40,559 19.1 % 14.9 % Other 11,454 — 11,454 5.4 % 4.2 % Total Office Portfolio $ 179,530 $ 33,146 $ 212,676 100.0 % 78.4 % December 31, 2023 (1) Non-Owner Occupied Owner Occupied Total % of Office Portfolio % of Total Bank Risk-Based Capital (2) (Dollars in thousands) By State: Massachusetts $ 65,249 $ 29,570 $ 94,819 43.9 % 34.9 % Connecticut 65,685 2,757 68,442 31.7 % 25.2 % New Hampshire 41,404 — 41,404 19.2 % 15.3 % Other 11,500 — 11,500 5.3 % 4.2 % Total Office Portfolio $ 183,838 $ 32,327 $ 216,165 100.0 % 79.6 % (1) December 31, 2023 property types have been reclassified for consistency with September 30, 2024 information. (2) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. The following table sets forth the office-related CRE loans for non-owner occupied and owner-occupied CRE and their credit quality indicators as of the dates indicated: September 30, 2024 Non-Owner Occupied Owner Occupied Total % of Office Portfolio % of Total Bank Risk-Based Capital (2) (Dollars in thousands) By Risk Rating: Pass $ 171,359 $ 31,736 $ 203,095 95.5 % 74.9 % Special Mention 7,993 744 8,737 4.1 % 3.2 % Substandard 178 666 844 0.4 % 0.3 % Total Office Portfolio $ 179,530 $ 33,146 $ 212,676 100.0 % 78.4 % 49 December 31, 2023 (1) Non-Owner Occupied Owner Occupied Total % of Office Portfolio % of Total Bank Risk-Based Capital (2) (Dollars in thousands) By Risk Rating: Pass $ 183,296 $ 31,559 $ 214,855 99.4 % 79.2 % Special Mention 83 330 413 0.2 % 0.1 % Substandard 459 438 897 0.4 % 0.3 % Total Office Portfolio $ 183,838 $ 32,327 $ 216,165 100.0 % 79.6 % (1) December 31, 2023 property types have been reclassified for consistency with September 30, 2024 information. (2) Due to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report. Given prevailing market conditions such as recent sustained increases in interest rates, reduced occupancy as a result of the increase in hybrid work arrangements post-COVID, and lower commercial real estate valuations, we carefully monitor these loans for signs of deterioration in credit quality and other risks. Such heightened monitoring includes incremental risk management strategies undertaken by management, including more frequent portfolio reviews, ongoing monitoring of market conditions, and additional portfolio analysis, which may include monitoring concentration limitations, including concentrations by loan type, property type, geographic area and with participants, where applicable, and risk diversification, tracking aggregated policy and underwriting exceptions and stress testing the loan portfolios. Deposits Total deposits increased $80.5 million, or 3.8%, from $2.1 billion at December 31, 2023 to $2.2 billion at September 30, 2024. Core deposits, which the Company defines as all deposits except time deposits, decreased $8.3 million, or 0.5%, from $1.5 billion, or 71.5% of total deposits, at December 31, 2023, to $1.5 billion, or 68.5% of total deposits, at September 30, 2024. Non-interest-bearing deposits decreased $10.9 million, or 1.9%, to $568.7 million, money market accounts increased $1.5 million, or 0.2%, to $635.8 million, savings accounts decreased $8.2 million, or 4.4%, to $179.2 million and interest-bearing checking accounts increased $9.3 million, or 7.1%, to $140.3 million. Time deposits increased $88.8 million, or 14.5%, from $611.4 million at December 31, 2023 to $700.2 million at September 30, 2024. Brokered time deposits, which are included in time deposits, totaled $1.7 million at September 30, 2024 and at December 31, 2023. The table below is a summary of our deposit balances for the periods noted: September 30, 2024 June 30, 2024 December 31, 2023 Core Deposits: (Dollars in thousands) Demand accounts $ 568,685 $ 553,329 $ 579,595 Interest-bearing accounts 140,332 149,100 131,031 Savings accounts 179,214 186,171 187,405 Money market accounts 635,824 611,501 634,361 Total Core Deposits $ 1,524,055 $ 1,500,101 $ 1,532,392 Time Deposits: 700,151 671,708 611,352 Total Deposits: $ 2,224,206 $ 2,171,809 $ 2,143,744 During the nine months ended September 30, 2024, the Company continued to experience an unfavorable shift in deposit mix from low cost core deposits to high cost time deposits as customers continue to migrate to higher deposit rates. The Company continues to focus on the maintenance, development, and expansion of its core deposit base to meet funding requirements and liquidity needs, with an emphasis on retaining a long-term customer relationship base by competing for and retaining deposits in our local market. At September 30, 2024, the Bank’s uninsured deposits represented 27.7% of total deposits, compared to 26.8% at December 31, 2023. 50 Borrowings At September 30, 2024, total borrowings decreased $4.1 million, or 2.6%, from $156.5 million at December 31, 2023 to $152.4 million. Short-term borrowings decreased $11.7 million, or 72.7%, to $4.4 million, compared to $16.1 million at December 31, 2023. Long-term borrowings increased $7.6 million, or 6.3%, from $120.6 million at December 31, 2023 to $128.3 million at September 30, 2024. At September 30, 2024 and December 31, 2023, borrowings also consisted of $19.7 million in fixed-to-floating rate subordinated notes. The Company utilized the BTFP, which was created in March 2023 to enhance banking system liquidity by allowing institutions to pledge certain securities at par value and borrow at a rate of ten basis points over the one-year overnight index swap rate. The BTFP was available to federally insured depository institutions in the U.S., with advances having a term of up to one year with no prepayment penalties. The BTFP ceased extending new advances in March 2024. At December 31, 2023, the Company’s outstanding balance under the BTFP was $90.0 million. There were no outstanding balance under the BTFP at September 30, 2024. As of September 30, 2024, the Company had $452.0 million of additional borrowing capacity at the FHLB, $404.9 million of additional borrowing capacity under the Federal Reserve Bank Discount Window and $25.0 million of other unsecured lines of credit with correspondent banks. The Company’s liquidity position remains strong with solid core deposit relationships, cash, unencumbered securities, a diversified deposit base and access to diversified borrowing sources. At September 30, 2024, the Company had $1.1 billion in immediately available liquidity, compared to $615.0 million in uninsured deposits, or 27.7% of total deposits, representing a coverage ratio of 183%. Uninsured deposits of the Bank’s customers are eligible for FDIC pass-through insurance if the customer opens an IntraFi Insured Cash Sweep (“ICS”) account or a reciprocal time deposit through the Certificate of Deposit Account Registry System (“CDARS”). IntraFi allows for up to $250.0 million per customer of pass-through FDIC insurance, which would more than cover each of the Bank’s deposit customers if such customer desired to have such pass-through insurance. Capital At September 30, 2024, shareholders’ equity was $240.7 million, or 9.1% of total assets, compared to $237.4 million, or 9.3% of total assets, at December 31, 2023. The change was primarily attributable to a decrease in accumulated other comprehensive loss of $3.4 million, cash dividends paid of $4.5 million, repurchase of shares at a cost of $5.6 million, partially offset by net income of $8.4 million. At September 30, 2024, total shares outstanding were 21,113,408. The Company’s regulatory capital ratios continue to be strong and in excess of regulatory minimum requirements to be considered well-capitalized as defined by regulators and internal Company targets. Total Risk-Based Capital Ratio was 14.4% at September 30, 2024 and 14.7% at December 31, 2023. The Bank’s Tier 1 Leverage Ratio to adjusted average assets was 9.61% at September 30, 2024 and 9.62% at December 31, 2023. 51 COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023 General. The Company reported net income of $1.9 million, or $0.09 per diluted share, for the three months ended September 30, 2024, compared to net income of $4.5 million, or $0.21 per diluted share, for the three months ended September 30, 2023. Net interest income decreased $1.7 million, or 10.1%, provision for credit losses increased $587,000, non-interest income decreased $471,000, or 13.0%, and non-interest expense increased $288,000, or 2.0%, during the same period. Return on average assets and return on average equity were 0.29% and 3.19%, respectively, for the three months ended September 30, 2024, compared to 0.70% and 7.60%, respectively, for the three months ended September 30, 2023. Net Interest and Dividend Income. The following tables set forth the information relating to our average balance and net interest income for the three months ended September 30, 2024 and 2023, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets. 52 Three Months Ended September 30, 2024 2023 Average Average Yield/ Average Average Yield/ Balance Interest Cost (8) Balance Interest Cost (8) (Dollars in thousands) ASSETS: Interest-earning assets Loans (1)(2) $ 2,038,593 $ 25,253 4.93 % $ 2,007,267 $ 23,568 4.66 % Securities (2) 354,696 2,121 2.38 361,216 2,033 2.23 Other investments - at cost 15,904 189 4.73 12,155 166 5.42 Short-term investments (3) 32,043 396 4.92 22,349 251 4.46 Total interest-earning assets 2,441,236 27,959 4.56 2,402,987 26,018 4.30 Total non-interest-earning assets 153,585 156,503 Total assets $ 2,594,821 $ 2,559,490 LIABILITIES AND EQUITY: Interest-bearing liabilities Interest-bearing checking accounts $ 131,133 $ 271 0.82 % $ 144,792 $ 269 0.74 % Savings accounts 179,844 38 0.08 195,020 41 0.08 Money market accounts 621,340 3,172 2.03 656,066 2,488 1.50 Time deposit accounts 688,797 7,684 4.44 563,135 4,906 3.46 Total interest-bearing deposits 1,621,114 11,165 2.74 1,559,013 7,704 1.96 Short-term borrowings and long-term debt 153,317 1,947 5.05 149,507 1,814 4.81 Interest-bearing liabilities 1,774,431 13,112 2.94 1,708,520 9,518 2.21 Non-interest-bearing deposits 559,224 591,933 Other non-interest-bearing liabilities 23,466 24,504 Total non-interest-bearing liabilities 582,690 616,437 Total liabilities 2,357,121 2,324,957 Total equity 237,700 234,533 Total liabilities and equity $ 2,594,821 $ 2,559,490 Less: Tax-equivalent adjustment (2) (119 ) (117 ) Net interest and dividend income $ 14,728 $ 16,383 Net interest rate spread (4) 1.60 % 2.07 % Net interest rate spread, on a tax equivalent basis (5) 1.62 % 2.09 % Net interest margin (6) 2.40 % 2.70 % Net interest margin, on a tax equivalent basis (7) 2.42 % 2.72 % Ratio of average interest-earning assets to average interest-bearing liabilities 137.58 % 140.65 (1) Loans, including nonaccrual loans, are net of deferred loan origination costs and unadvanced funds. (2) Loan and securities income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported on the consolidated statements of net income. (3) Short-term investments include federal funds sold. (4) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. (5) Net interest rate spread, on a tax-equivalent basis, represents the difference between the tax-equivalent weighted average yield on interest-earning assets and the tax-equivalent weighted average cost of interest-bearing liabilities. See “Explanation of Use of Non-GAAP Financial Measurements.” (6) Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets. (7) Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. See “Explanation of Use of Non-GAAP Financial Measurements.” (8) Annualized. 53 Rate/Volume Analysis . The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest and dividend income and interest expense during the periods indicated. Information is provided in each category with respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); (2) interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and (3) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Three Months Ended September 30, 2024 compared to Three Months Ended September 30, 2023 Increase (Decrease) Due to Volume Rate Net Interest-earning assets (In thousands) Loans (1) $ 332 $ 1,353 $ 1,685 Securities (1) (40 ) 128 88 Other investments - at cost 51 (28 ) 23 Short-term investments 108 37 145 Total interest-earning assets 451 1,490 1,941 Interest-bearing liabilities Interest-bearing checking accounts (25 ) 27 2 Savings accounts (3 ) — (3 ) Money market accounts (134 ) 818 684 Time deposit accounts 1,085 1,693 2,778 Short-term borrowings and long-term debt 44 89 133 Total interest-bearing liabilities 967 2,627 3,594 Change in net interest and dividend income (1) $ (516 ) $ (1,137 ) $ (1,653 ) (1) Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income to agree to the amount reported in the consolidated statements of net income. See “Explanation of Use of Non-GAAP Financial Measurements.” Net interest income decreased $1.7 million, or 10.1%, to $14.7 million, for the three months ended September 30, 2024, from $16.4 million for the three months ended September 30, 2023. The decrease in net interest income was due to an increase in interest expense of $3.6 million, or 37.8%, partially offset by an increase in interest and dividend income of $1.9 million, or 7.5%. Interest expense on deposits increased $3.5 million, or 44.9%, and interest expense on borrowings increased $133,000, or 7.3%. The increase in interest expense was a result of competitive pricing on deposits due to the continued higher interest rate environment and the unfavorable shift in the deposit mix from low cost core deposits to high cost time deposits. The net interest margin was 2.40% for the three months ended September 30, 2024, compared to 2.70% for the three months ended September 30, 2023. The net interest margin, on a tax-equivalent basis, was 2.42% for the three months ended September 30, 2024, compared to 2.72% for the three months ended September 30, 2023. The decrease in the net interest margin was primarily due to an increase in the average cost of interest-bearing liabilities and the unfavorable shift in the deposit mix from low cost core deposits to high cost time deposits, which was partially offset by an increase in the average yield on interest-earning assets. During the three months ended September 30, 2024 and the three months ended September 30, 2023, the Company had a fair value hedge which contributed to an increase in the net interest margin of seven basis points. Excluding the interest income from the fair value hedge, the net interest margin was 2.33% and 2.64%, for the three months ended September 30, 2024 and three months ended September 30, 2023, respectively. The fair value hedge is scheduled to mature in October of 2024. 54 The average yield on interest-earning assets, without the impact of tax-equivalent adjustments, was 4.54% for the three months ended September 30, 2024, compared to 4.28% for the three months ended September 30, 2023. The average loan yield, without the impact of tax-equivalent adjustments, was 4.90% for the three months ended September 30, 2024, compared to 4.64% for the three months ended September 30, 2023. During the three months ended September 30, 2024, average interest-earning assets increased $38.2 million, or 1.6% to $2.4 billion, primarily due to an increase in average loans of $31.3 million, or 1.6%, an increase in average short-term investments, consisting of cash and cash equivalents, of $9.7 million, or 43.4%, an increase in average other investments of $3.7 million, or 30.8%, partially offset by a decrease in average securities of $6.5 million, or 1.8%. The average cost of total funds, including non-interest bearing accounts and borrowings, increased 60 basis points from 1.64% for the three months ended September 30, 2023 to 2.24% for the three months ended September 30, 2024. The average cost of core deposits, which the Company defines as all deposits except time deposits, increased 23 basis points to 0.93% for the three months ended September 30, 2024, from 0.70% for the three months ended September 30, 2023. The average cost of time deposits increased 98 basis points from 3.46% for the three months ended September 30, 2023 to 4.44% for the three months ended September 30, 2024. The average cost of borrowings, including subordinated debt, increased 24 basis points from 4.81% for the three months ended September 30, 2023 to 5.05% for the three months ended September 30, 2024. Average demand deposits, an interest-free source of funds, decreased $32.7 million, or 5.5%, from $591.9 million, or 27.5% of total average deposits, for the three months ended September 30, 2023, to $559.2 million, or 25.7% of total average deposits, for the three months ended September 30, 2024. Provision for Credit Losses. The provision for credit losses is reviewed by management based upon our evaluation of economic and business conditions affecting our key lending areas and other conditions, such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions using reasonable and supportable forecasts and the impact that such conditions were believed to have had on the collectability of the loan portfolio. During the three months ended September 30, 2024, the Company recorded a provision for credit losses of $941,000, compared to a provision for credit losses of $354,000, during the three months ended September 30, 2023. The increase was primarily due to an increase in the loan portfolio, specifically unfunded commercial real estate loan commitments, as well as changes in the economic environment and related adjustments to the quantitative components of the CECL methodology. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, inflation and the concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment. The Company recorded net charge-offs of $98,000 for the three months ended September 30, 2024, as compared to net charge-offs of $78,000 for the three months ended September 30, 2023. Although we believe that we have established and maintained the allowance for credit losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment. Non-interest Income. Non-interest income decreased $471,000, or 13.0%, from $3.6 million for the three months ended September 30, 2023 to $3.1 million for the three months ended September 30, 2024. Service charges and fees on deposits increased $196,000, or 9.1%, and income from BOLI increased $16,000, or 3.5%, from the three months ended September 30, 2023 to the three months ended September 30, 2024. During the three months ended September 30, 2024, the Company reported $74,000 in other income from loan-level swap fees on commercial loans and did not have comparable income during the three months ended September 30, 2023. During the three months ended September 30, 2024, the Company reported income of $246,000 in mortgage banking activities due to the sale of fixed rate residential loans and did not have comparable income during the three months ended September 30, 2023. During the three months ended September 30, 2024, the Company reported $10,000 in unrealized gains of marketable equity securities and did not have comparable income during the three months ended September 30, 2023. During the three months ended September 30, 2023, the Company reported a gain on non-marketable equity investments of $238,000 and did not have comparable non-interest income during the three months ended September 30, 2024. During the three months ended September 30, 2023, non-interest income included a non-taxable gain of $778,000 on BOLI death benefits. The Company did not have comparable income during the three months ended September 30, 2024. During the three months ended September 30, 2023, the Company reported a loss on the sales of premises and equipment of $3,000 and did not have comparable expense during the three months ended September 30, 2024. 55 Non-interest Expense. For the three months ended September 30, 2024, non-interest expense increased $288,000, or 2.0%, to $14.4 million from $14.1 million, for the three months ended September 30, 2023. Salaries and employee benefits increased $157,000, or 2.0%, to $8.1 million, debit card and ATM processing fees increased $87,000, or 15.5%, software expenses increased $83,000, or 15.7%, occupancy expense increased $58,000, or 5.0%, data processing expense increased $45,000, or 5.5%, other non-interest income increased $54,000, or 4.3%, and furniture and equipment related expenses increased $1,000, or 0.2%. These increases were partially offset by a decrease in professional fees of $103,000, or 16.0%, a decrease in advertising expense of $91,000, or 25.1%, and a decrease in FDIC insurance expense of $3,000, or 0.9%. For the three months ended September 30, 2024, the efficiency ratio was 80.6%, compared to 70.6% for the three months ended September 30, 2023. For the three months ended September 30, 2024, the adjusted efficiency ratio, a non-GAAP financial measure, was 80.7% compared to 74.4% for the three months ended September 30, 2023. The increases in the efficiency ratio and the non-GAAP adjusted efficiency ratio were driven by lower revenues during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. See “Explanation of Use of Non-GAAP Financial Measurements” for the related efficiency ratio calculation and a reconciliation of GAAP to non-GAAP financial measures. Income Taxes. Income tax expense for the three months ended September 30, 2024 was $618,000, or an effective tax rate of 24.5%, compared to $1.0 million, or an effective tax rate of 18.7%, for the three months ended September 30, 2023. The effective tax rate for the three months ended September 30, 2023 included $778,000 in non-taxable BOLI death benefits. COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023 General. For the nine months ended September 30, 2024, the Company reported net income of $8.4 million, or $0.40 per diluted share, compared to $12.6 million, or $0.58 per diluted share, for the nine months ended September 30, 2023. Return on average assets and return on average equity were 0.44% and 4.74% for the nine months ended September 30, 2024, respectively, compared to 0.66% and 7.19% for the nine months ended September 30, 2023, respectively. Net Interest and Dividend Income. The following tables set forth the information relating to our average balance and net interest income for the nine months ended September 30, 2024 and 2023, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets. 56 Nine Months Ended September 30, 2024 2023 Average Average Yield/ Average Average Yield/ Balance Interest Cost (8) Balance Interest Cost (8) (Dollars in thousands) ASSETS: Interest-earning assets Loans (1)(2) $ 2,025,858 $ 74,058 4.88 % $ 2,002,485 $ 67,586 4.51 % Securities (2) 356,340 6,376 2.39 372,623 6,276 2.25 Other investments - at cost 14,248 473 4.43 12,528 418 4.46 Short-term investments (3) 18,634 682 4.89 12,922 424 4.39 Total interest-earning assets 2,415,080 81,589 4.51 2,400,558 74,704 4.16 Total non-interest-earning assets 154,894 154,525 Total assets $ 2,569,974 $ 2,555,083 LIABILITIES AND EQUITY: Interest-bearing liabilities Interest-bearing checking accounts $ 132,708 759 0.76 $ 142,716 780 0.73 Savings accounts 183,872 128 0.09 207,513 142 0.09 Money market accounts 623,216 8,689 1.86 711,173 6,813 1.28 Time deposit accounts 655,700 21,217 4.32 498,193 10,141 2.72 Total interest-bearing deposits 1,595,496 30,793 2.58 1,559,595 17,876 1.53 Short-term borrowings and long-term debt 158,183 5,909 4.99 130,796 4,739 4.84 Interest-bearing liabilities 1,753,679 36,702 2.80 1,690,391 22,615 1.79 Non-interest-bearing deposits 555,253 607,338 Other non-interest-bearing liabilities 24,931 23,886 Total non-interest-bearing liabilities 580,184 631,224 Total liabilities 2,333,863 2,321,615 Total equity 236,111 233,468 Total liabilities and equity $ 2,569,974 $ 2,555,083 Less: Tax-equivalent adjustment (2) (343 ) (356 ) Net interest and dividend income $ 44,544 $ 51,733 Net interest rate spread (4) 1.70 % 2.35 % Net interest rate spread, on a tax equivalent basis (5) 1.71 % 2.37 % Net interest margin (6) 2.46 % 2.88 % Net interest margin, on a tax equivalent basis (7) 2.48 % 2.90 % Ratio of average interest-earning assets to average interest-bearing liabilities 137.72 % 142.01 % (1) Loans, including nonaccrual loans, are net of deferred loan origination costs and unadvanced funds. (2) Loan and securities income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported on the consolidated statements of net income. (3) Short-term investments include federal funds sold. (4) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. (5) Net interest rate spread, on a tax-equivalent basis, represents the difference between the tax-equivalent weighted average yield on interest-earning assets and the tax-equivalent weighted average cost of interest-bearing liabilities. See “Explanation of Use of Non-GAAP Financial Measurements.” (6) Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets. (7) Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. See “Explanation of Use of Non-GAAP Financial Measurements.” (8) Annualized. 57 Rate/Volume Analysis . The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest and dividend income and interest expense during the periods indicated. Information is provided in each category with respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); (2) interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and (3) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023 Increase (Decrease) Due to Volume Rate Net Interest-earning assets (In thousands) Loans (1) $ 821 $ 5,651 $ 6,472 Securities (1) (272 ) 372 100 Other investments - at cost 57 (2 ) 55 Short-term investments 188 70 258 Total interest-earning assets 794 6,091 6,885 Interest-bearing liabilities Interest-bearing checking accounts (54 ) 33 (21 ) Savings accounts (16 ) 2 (14 ) Money market accounts (840 ) 2,716 1,876 Time deposit accounts 3,213 7,863 11,076 Short-term borrowings and long-term debt 996 174 1,170 Total interest-bearing liabilities 3,299 10,788 14,087 Change in net interest and dividend income $ (2,505 ) $ (4,697 ) $ (7,202 ) (1) Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income to agree to the amount reported in the consolidated statements of net income. See “Explanation of Use of Non-GAAP Financial Measurements.” During the nine months ended September 30, 2024, net interest income decreased $7.2 million, or 13.9%, to $44.5 million, compared to $51.7 million for the nine months ended September 30, 2023. The decrease in net interest income was due to an increase in interest expense of $14.1 million, or 62.3%, partially offset by an increase in interest and dividend income of $6.9 million, or 9.3%. The $14.1 million increase in interest expense was primarily due to an increase of $12.9 million, or 72.3%, in interest expense on deposits as a result of competitive pricing and an unfavorable shift in the deposit mix from low cost core deposits to high cost time deposits. The net interest margin for the nine months ended September 30, 2024 was 2.46%, compared to 2.88% during the nine months ended September 30, 2023. The net interest margin, on a tax-equivalent basis, was 2.48% for the nine months ended September 30, 2024, compared to 2.90% for the nine months ended September 30, 2023. The decrease in the net interest margin was primarily due to an increase in the average cost of interest-bearing liabilities and the unfavorable shift in the deposit mix from low cost core to high cost time deposits, which was partially offset by an increase in the average yield on interest-earning assets. During the nine months ended September 30, 2024 and the nine months ended September 30, 2023, the Company had a fair value hedge which contributed to an increase in the net interest margin of seven and three basis points, respectively. Excluding the interest income from the fair value hedge, the net interest margin was 2.39% and 2.85%, for the nine months ended September 30, 2024 and the nine months ended September 30, 2023, respectively. The fair value hedge is scheduled to mature in October of 2024. The average yield on interest-earning assets, without the impact of tax-equivalent adjustments, was 4.49% for the nine months ended September 30, 2024, compared to 4.14% for the nine months ended September 30, 2023. The average loan yield, without the impact of tax-equivalent adjustments, was 4.86% for the nine months ended September 30, 2024, compared to 4.49% for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, average interest-earning assets increased $14.5 million, or 0.6%, to $2.4 billion, from the same period in 2023. The increase was primarily due to an increase in average loans of $23.4 million, or 1.2%, an increase in average short-term investments, consisting of cash and cash equivalents, of $5.7 million, or 44.2%, and an increase in other interest-earning assets of $1.7 million, or 13.7%, partially offset by a decrease in average securities of $16.3 million, or 4.4%. 58 The average cost of total funds, including non-interest bearing accounts and borrowings, increased 80 basis points from 1.32% for the nine months ended September 30, 2023 to 2.12% for the nine months ended September 30, 2024. The average cost of core deposits, which the Company defines as all deposits except time deposits, increased 24 basis points to 0.86% for the nine months ended September 30, 2024, from 0.62% for the nine months ended September 30, 2023. The average cost of time deposits increased 160 basis points from 2.72% for the nine months ended September 30, 2023 to 4.32% for the nine months ended September 30, 2024. The average cost of borrowings, including subordinated debt, increased 15 basis points from 4.84% for the nine months ended September 30, 2023 to 4.99% for the nine months ended September 30, 2024. Average demand deposits, an interest-free source of funds, decreased $52.1 million, or 8.6%, from $607.3 million, or 28.0% of total average deposits, for the nine months ended September 30, 2023, to $555.3 million, or 25.8% of total average deposits, for the nine months ended September 30, 2024. Provision for Credit Losses. During the nine months ended September 30, 2024, the Company recorded a provision for credit losses of $97,000, compared to a provision for credit losses of $386,000 during the nine months ended September 30, 2023. The decrease was primarily due to changes in the loan mix as well as economic environment and related adjustments to the quantitative components of the CECL methodology. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, inflation and the concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment. During the nine months ended September 30, 2024, the Company recorded net charge-offs of $41,000 compared to net charge-offs of $1.9 million for the nine months ended September 30, 2023. The charge-offs during the nine months ended September 30, 2023 were related to one commercial relationship acquired in October 2016 from Chicopee Bancorp, Inc. The Company recorded a $1.9 million charge-off on the relationship, which represented the non-accretable credit mark that was required to be grossed-up to the loan’s amortized cost basis with a corresponding increase to the allowance for credit losses under the CECL implementation. Although we believe that we have established and maintained the allowance for credit losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment. Non-interest Income. For the nine months ended September 30, 2024, non-interest income increased $1.5 million, or 17.9%, from $8.2 million during the nine months ended September 30, 2023 to $9.6 million. Service charges and fees on deposits increased $328,000, or 5.0%, and income from BOLI increased $37,000, or 2.7%. During the nine months ended September 30, 2024, the Company reported a gain of $987,000 on non-marketable equity investments, compared to a gain of $590,000 during the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company reported income of $246,000 from mortgage banking activities due to the sale of fixed rate residential real estate loans and did not have comparable income during the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company reported $74,000 in other income from loan-level swap fees on commercial loans and did not have comparable income during the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company reported $22,000 in unrealized gains of marketable equity securities and did not have comparable income during the nine months ended September 30, 2023. Gains and losses from the investment portfolio vary from quarter to quarter based on market conditions, as well as the related yield curve and valuation changes. During the nine months ended September 30, 2024, the Company reported a loss on the sales of premises and equipment of $6,000 compared to $3,000 during the nine months ended September 30, 2023. During the nine months ended September 30, 2023, the Company recorded a $1.1 million final termination expense related to the defined benefit pension plan termination. The Company did not have comparable income or expense during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, non-interest income included a non-taxable gain of $778,000 on BOLI death benefits. The Company did not have comparable income during the nine months ended September 30, 2024. 59 Non-interest Expense. For the nine months ended September 30, 2024, non-interest expense decreased $63,000, or 0.1%, to $43.5 million, compared to $43.6 million for the nine months ended September 30, 2023. The decrease in non-interest expense was primarily due to a decrease in professional fees of $513,000, or 23.3%, a decrease in salaries and employee benefits of $218,000, or 0.9%, a decrease in advertising expense of $159,000, or 14.2%, a decrease in other non-interest expense of $120,000, or 2.9%, and a decrease in furniture and equipment related expense of $10,000, or 0.7%. These decreases were partially offset by an increase in software related expenses of $309,000, or 19.7%, an increase in debit card and ATM processing fees of $264,000, or 16.7%, an increase in data processing of $208,000, or 8.8%, an increase in FDIC insurance expense of $88,000, or 9.0%, and an increase in occupancy expense of $88,000, or 2.4%. For the nine months ended September 30, 2024, the efficiency ratio was 80.3%, compared to 72.7% for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, the adjusted efficiency ratio, a non-GAAP financial measure, was 81.8% compared to 73.0% for the nine months ended September 30, 2023. The increases in the efficiency ratio and the non-GAAP adjusted efficiency ratio were driven by lower revenues during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. See “Explanation of Use of Non-GAAP Financial Measurements” for the related efficiency ratio calculation and a reconciliation of GAAP to non-GAAP financial measures. Income Taxes. Income tax expense for the nine months ended September 30, 2024 was $2.2 million, representing an effective tax rate of 20.9%, compared to $3.4 million, representing an effective tax rate of 21.3%, for nine months ended September 30, 2023. Explanation of Use of Non-GAAP Financial Measurements. We believe that it is common practice in the banking industry to present interest income and related yield information on tax-exempt loans and securities on a tax-equivalent basis, as well as presenting tangible book value per share and adjusted efficiency ratio, and that such information is useful to investors because it facilitates comparisons among financial institutions. However, the adjustment of interest income and yields on tax-exempt loans and securities to a tax-equivalent amount, as well as the presentation of tangible book value per share and adjusted efficiency ratio, may be considered to include financial information that is not in compliance with GAAP. A reconciliation from GAAP to non-GAAP is provided below. At September 30, 2024 At December 31, 2023 (Dollars in thousands) Book Value per Share (GAAP) $ 11.40 $ 10.96 Non-GAAP adjustments: Goodwill (0.59 ) (0.58 ) Core deposit intangible (0.08 ) (0.08 ) Tangible Book Value per Share (non-GAAP) $ 10.73 $ 10.30 60 Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (Dollars in thousands) Loan income (no tax adjustment) $ 25,134 $ 23,451 $ 73,715 $ 67,230 Tax-equivalent adjustment (1) 119 117 343 356 Loan income (tax-equivalent basis) $ 25,253 $ 23,568 $ 74,058 $ 67,586 Net interest income (no tax adjustment) $ 14,728 $ 16,383 $ 44,544 $ 51,733 Tax-equivalent adjustment (1) 119 117 343 356 Net interest income (tax-equivalent basis) $ 14,847 $ 16,500 $ 44,887 $ 52,089 Average interest-earning assets $ 2,441,236 $ 2,402,987 $ 2,415,080 $ 2,400,558 Interest rate spread (no tax adjustment) 1.60 % 2.07 % 1.70 % 2.35 % Net interest margin (no tax adjustment) 2.40 % 2.70 % 2.46 % 2.88 % Net interest margin (tax-equivalent) 2.42 % 2.72 % 2.48 % 2.90 % Efficiency Ratio: Non-interest Expense (GAAP) $ 14,406 $ 14,118 $ 43,502 $ 43,565 Net Interest Income (GAAP) $ 14,728 $ 16,383 $ 44,544 $ 51,733 Non-interest Income (GAAP) $ 3,141 $ 3,612 $ 9,649 $ 8,183 Non-GAAP adjustments: Loss on disposal of premises and equipment, net — 3 6 3 Unrealized gain on marketable equity securities (10 ) — (22 ) — Loss on defined benefit plan termination — — — 1,143 Gain on bank-owned life insurance death benefit — (778 ) — (778 ) Gain on non-marketable equity investments — (238 ) (987 ) (590 ) Non-interest Income for Adjusted Efficiency Ratio (non-GAAP) $ 3,131 $ 2,599 $ 8,646 $ 7,961 Total Revenue for Adjusted Efficiency Ratio (non-GAAP) $ 17,859 $ 18,982 $ 53,190 $ 59,694 Efficiency Ratio (GAAP) 80.62 % 70.61 % 80.27 % 72.71 % Adjusted Efficiency Ratio (Non-interest Expense (GAAP)/Total Revenue for Adjusted Efficiency Ratio (non-GAAP)) 80.67 % 74.38 % 81.79 % 72.98 % (1) The tax equivalent adjustment is based upon a 21% tax rate. Liquidity and Capital Resources. Liquidity Management The term “liquidity” refers to our ability to generate adequate amounts of cash flows to meet all present and future funding requirements at reasonable costs. The Company’s primary source of liquidity is deposits, primarily core deposits. While our preferred funding strategy is to attract and retain low cost deposits, our ability to do so is affected by competitive interest rates and terms in the marketplace. Other sources of funding include discretionary use of wholesale funding, such as FHLB term advances, other borrowings and brokered deposits, cash flows from our investment securities portfolios, loan sales, loan repayments and earnings. Although the Company currently does not have the intent and has the ability to hold investment securities, the Company may also sell securities available-for-sale in response to short-term or long-term liquidity needs. 61 The Company’s liquidity positions are monitored daily by management. The Asset Liability Committee establishes guidelines to ensure maintenance of prudent levels of liquidity. The Company has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management employs a stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows to ensure a strong liquidity position. Included in the calculation are assumptions of some significant deposit run-off as well as funds needed for loan funding and investment purchases. The Company does not anticipate engaging in any activities, either currently or over the long-term, for which adequate funding would not be available and which would therefore result in significant pressure on liquidity. However, an economic recession could negatively impact the Company’s liquidity. The Company relies heavily on the FHLB as a source of funds, particularly with its overnight line of credit. In past economic recessions, some FHLB branches have suspended dividends, cut dividend payments, and suspended the purchase of excess FHLB stock that members hold in an effort to conserve capital. FHLB has stated that it expects to be able to continue to pay dividends, redeem excess capital stock, and provide competitively priced advances in the future. At September 30, 2024 and December 31, 2023, outstanding borrowings with the FHLB were $128.3 million and $40.6 million, respectively. At September 30, 2024, the Company had $452.0 million in available borrowing capacity with the FHLB, which includes the Ideal Way Line of Credit. The Company has the ability to increase its borrowing capacity with the FHLB by pledging additional eligible loans and eligible investment securities. At September 30, 2024, the Company had available borrowing capacity of $404.9 million with the Federal Reserve Bank Discount Window (“FRB Discount Window”) at an interest rate determined and reset on a daily basis and secured by eligible commercial and industrial loans and investment securities not otherwise pledged. As of September 30, 2024 and December 31, 2023, there were no advances outstanding under the FRB Discount Window. The Company’s liquidity position remains strong with solid core deposit relationships, cash, unencumbered securities, a diversified deposit base and access to diversified borrowing sources. At September 30, 2024, the Company had $1.1 billion in immediately available liquidity, compared to $615.0 million in uninsured deposits, or 27.7% of total deposits, representing a coverage ratio of 183%. Uninsured deposits of the Bank’s customers are eligible for FDIC pass-through insurance if the customer opens an ICS account or a reciprocal time deposit through CDARS. IntraFi allows for up to $250.0 million per customer of pass-through FDIC insurance, which would more than cover each of the Bank’s deposit customers if such customer desired to have such pass-through insurance. On March 12, 2023, the Federal Reserve Bank made available the BTFP to enhance banking system liquidity by allowing institutions to pledge certain securities at par value and borrow at a rate of ten basis points over the one-year overnight index swap rate. The BTFP was available to federally insured depository institutions in the U.S., with advances having a term of up to one year with no prepayment penalties. The BTFP ceased extending new advances in March 2024. At December 31, 2023, the outstanding balance under the BTFP was $90.0 million. There was no outstanding balance at September 30, 2024. In addition, the Company also maintains unsecured lines of credits totaling $25.0 with two correspondent banks. Interest rates on these lines are determined and reset on a daily basis by each respective bank. At September 30, 2024 and December 31, 2023, there were no borrowings outstanding under these lines of credit. In addition, we may enter into reverse repurchase agreements with approved broker-dealers. Reverse repurchase agreements are agreements that allow us to borrow money using our securities as collateral. The Company has outstanding at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. We are also obligated under agreements with the FHLB to repay borrowed funds and are obligated under leases for certain of our branches and equipment. 62 Maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds. The Company’s primary activities are the origination of commercial real estate loans, commercial and industrial loans and residential real estate loans, as well as and the purchase of mortgage-backed and other investment securities. At September 30, 2024, the Company had approximately $127.5 million in loan commitments and letters of credit to borrowers and approximately $343.6 million in available home equity and other unadvanced lines of credit. Deposit inflows and outflows are affected by the level of interest rates, the products and interest rates offered by competitors and by other factors. At September 30, 2024, time deposit accounts scheduled to mature within one year totaled $689.1 million, or 98.4% of the time deposit portfolio. Based on the Company’s deposit retention experience and current pricing strategy, we anticipate that a significant portion of these time deposits will remain on deposit. We monitor our liquidity position frequently and anticipate that it will have sufficient funds to meet our current funding commitments for the next 12 months and beyond. Material Cash Commitments The Company entered into a long-term contractual obligation with a vendor for use of its core provider and ancillary services beginning in 2016. Total remaining contractual obligations outstanding with this vendor as of September 30, 2024 were estimated to be $7.0 million, with $5.0 million expected to be paid within one year and the remaining $2.0 million to be paid within the next three years. Further, the Company has operating leases for certain of its banking offices and ATMs. Our leases have remaining lease terms of less than one year to fourteen years, some of which include options to extend the leases for additional five-year terms up to ten years. Undiscounted lease liabilities totaled $9.3 million as of September 30, 2024. Principal payments expected to be made on our lease liabilities during the twelve months ended September 30, 2025 were $1.5 million. The remaining lease liability payments totaled $7.8 million and are expected to be made after September 30, 2025. In addition, the Company completed an offering of $20 million in aggregate principal amount of its 4.875% fixed-to-floating rate subordinated notes (the “Notes”) to certain qualified institutional buyers in a private placement transaction on April 20, 2021. Unless earlier redeemed, the Notes mature on May 1, 2031. At September 30, 2024, $19.7 million aggregate principle amount of the Notes was outstanding. The Notes will bear interest from the initial issue date to, but excluding, May 1, 2026, or the earlier redemption date, at a fixed rate of 4.875% per annum, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year, beginning August 1, 2021, and from and including May 1, 2026, but excluding the maturity date or earlier redemption date, equal to the benchmark rate, which is the 90-day average secured overnight financing rate, plus 412 basis points, determined on the determination date of the applicable interest period, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year. The Company may also redeem the Notes, in whole or in part, on or after May 1, 2026, and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve. We do not anticipate any material capital expenditures during the calendar year 2024, except in pursuance of the Company’s strategic initiatives. The Company does not have any balloon or other payments due on any long-term obligations or any off-balance sheet items other than the commitments and unused lines of credit noted above. At September 30, 2024, we exceeded each of the applicable regulatory capital requirements. As of September 30, 2024, the most recent notification from the Office of Comptroller of the Currency categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized,” the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes would change our category. The Company’s and Bank’s regulatory capital ratios as of September 30, 2024 and December 31, 2023 are presented in the table below. 63 Actual Minimum For Capital Adequacy Purpose Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) September 30, 2024 Total Capital (to Risk Weighted Assets): Consolidated $ 285,911 14.44 % $ 158,446 8.00 % N/A N/A Bank 271,300 13.71 158,262 8.00 $ 197,828 10.00 % Tier 1 Capital (to Risk Weighted Assets): Consolidated 245,412 12.39 118,835 6.00 N/A N/A Bank 250,543 12.66 118,697 6.00 158,262 8.00 Common Equity Tier 1 Capital (to Risk Weighted Assets): Consolidated 245,412 12.39 89,126 4.50 N/A N/A Bank 250,543 12.66 89,023 4.50 128,588 6.50 Tier 1 Leverage Ratio (to Adjusted Average Assets): Consolidated 245,412 9.40 104,405 4.00 N/A N/A Bank 250,543 9.61 104,327 4.00 130,409 5.00 Actual Minimum For Capital Adequacy Purpose Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) December 31, 2023 Total Capital (to Risk Weighted Assets): Consolidated $ 285,760 14.67 % $ 155,873 8.00 % N/A N/A Bank 271,420 13.94 155,711 8.00 $ 194,639 10.00 % Tier 1 Capital (to Risk Weighted Assets): Consolidated 245,363 12.59 116,905 6.00 N/A N/A Bank 250,734 12.88 116,783 6.00 155,711 8.00 Common Equity Tier 1 Capital (to Risk Weighted Assets): Consolidated 245,363 12.59 87,679 4.50 N/A N/A Bank 250,734 12.88 87,587 4.50 126,515 6.50 Tier 1 Leverage Ratio (to Adjusted Average Assets): Consolidated 245,363 9.40 104,400 4.00 N/A N/A Bank 250,734 9.62 104,290 4.00 130,363 5.00 We also have outstanding, at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. OFF-BALANCE SHEET ARRANGEMENTS. The Company does not have any off-balance sheet arrangements, other than noted above under Material Cash Commitments, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in our assessment of our sensitivity to market risk since our presentation in our 2023 Annual Report. Please refer to Item 7A of the 2023 Annual Report for additional information. 64 ITEM 4: CONTROLS AND PROCEDURES Disclosure Controls and Procedures. Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussion regarding required disclosure. Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Except as set forth in Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2023, the Company was not involved in any material pending legal proceedings as a plaintiff or as a defendant, other than routine legal proceedings occurring in the ordinary course of business. We believe that all such claims and actions currently pending against us, if any, are either adequately covered by insurance or would not have a material adverse effect on us if decided in a manner unfavorable to us. ITEM 1A. RISK FACTORS. For a summary of risk factors relevant to our operations, see Part 1, Item 1A, “Risk Factors” in our 2023 Annual Report. There are no additional material changes in the risk factors relevant to our operations since December 31, 2023. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. The following table sets forth information with respect to purchases made by us of our common stock during the three months ended September 30, 2024. Period Total Number of Shares Purchased Average Price Paid per Share ($) Total Number of Shares Purchased as Part of Publicly Announced Programs Maximum Number of Shares that May Yet Be Purchased Under the 2024 Plan (1) July 1 - 31, 2024 39,563 7.11 39,563 897,196 August 1 - 31, 2024 79,878 7.83 79,878 817,318 September 1 - 30, 2024 125,000 8.74 125,000 692,318 Total 244,441 8.18 244,441 692,318 (1) On May 21, 2024, the Board of Directors authorized an additional stock repurchase plan under which the Company may purchase up to 1,000,000 shares of common stock, or 4.6%, of its outstanding common stock, as of the date the 2024 Plan was adopted. The 2024 Plan commenced upon the completion of the prior existing share repurchase plan on June 6, 2024. There were no sales by us of unregistered securities during the three months ended September 30, 2024. 65 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURE. Not applicable. ITEM 5. OTHER INFORMATION. During the quarter ended September 30, 2024, no director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements. ITEM 6. EXHIBITS. Exhibit Number Exhibit Description 3.2 Restated Articles of Organization of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on October 26, 2016). 3.3 Amended and Restated Bylaws of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on February 2, 2017). 4.1 Form of Stock Certificate of Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006). 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101** Financial statements from the quarterly report on Form 10-Q of Western New England Bancorp, Inc. for the quarter ended September 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Net Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. 66 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 8, 2024. Western New England Bancorp, Inc. By: /s/ James C. Hagan James C. Hagan President and Chief Executive Officer By: /s/ Guida R. Sajdak Guida R. Sajdak Executive Vice President and Chief Financial Officer