What changed in this filing

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Item 1. Business

2026-03-10 compared with 2025-03-10 · 280 added, 300 removed, 1259 unchanged (32% of the section changed)

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in Westfield, Massachusetts, is a Massachusetts-chartered stock holding company and is registered as a savings and loan holding

company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).

2001, the Company reorganized from a Massachusetts-chartered savings bank holding company to a Massachusetts-chartered stock corporation

company with the Federal Reserve Board under the Home Owners’ Loan Act, as amended (the “HOLA”).

Company reorganized from a Massachusetts-chartered savings bank holding company to a Massachusetts-chartered stock corporation

with the second step conversion being completed in 2007.

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As of December

31, 2024, the Bank had twenty-five branches and eight freestanding automated teller machines (“ATMs”).

31, 2025, the Bank had twenty-five branches and seven freestanding automated teller machines (“ATMs”).

The Bank also

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All branch and ATM locations serve Hampden

County and Hampshire County in western Massachusetts and Hartford County and Tolland County in northern Connecticut.

also provides a variety of banking services including telephone and online banking, remote deposit capture, cash management services,

overdraft facilities, night deposit services, and safe deposit facilities.

As a member of the Federal Deposit Insurance Corporation

(“FDIC”), the Bank’s deposits are insured up to the maximum FDIC insurance coverage limits.

The Bank is also

a member of the Federal Home Loan Bank of Boston (“FHLB”).

County and Hampshire County in western Massachusetts and the Capital Region in Connecticut.

The Bank also provides a

variety of banking services including telephone and online banking, remote deposit capture, cash management services, overdraft

facilities, night deposit services, and safe deposit facilities.

As a member of the Federal Deposit Insurance Corporation (“FDIC”),

the Bank’s deposits are insured up to the maximum FDIC insurance coverage limits.

The Bank is also a member of the Federal

Home Loan Bank of Boston (“FHLB”).

October 21, 2016, the Company acquired Chicopee Bancorp, Inc.

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The Bank’s primary lending and deposit

market areas include all of Hampden County and Hampshire County in western Massachusetts and Hartford and Tolland Counties in

northern Connecticut.

The Bank operates twenty-five banking offices in Agawam, Chicopee, Feeding Hills, East Longmeadow, Holyoke,

Huntington, Ludlow, South Hadley, Southwick, Springfield, Ware, West Springfield and Westfield, Massachusetts and Bloomfield,

Enfield, Granby and West Hartford, Connecticut.

We operate full-service ATMs at our branch locations and have eight freestanding

ATM locations in Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts.

The Bank also conducts business

through an additional fourteen freestanding and thirty-three seasonal or temporary ATMs that are owned and serviced by a third

party, whereby the Bank pays a rental fee and shares in the surcharge revenue.

In addition, we provide online banking services,

including online deposit account opening and residential mortgage and consumer loan applications through our website at www.westfieldbank.com.

markets served by our branches are primarily suburban markets located in western Massachusetts and in northern Connecticut.

market areas include all of Hampden County and Hampshire County in western Massachusetts and the Capital Region in Connecticut.

The Bank operates twenty-five banking offices in Agawam, Chicopee, East Longmeadow, Feeding Hills, Holyoke, Huntington, Ludlow,

South Hadley, Southwick, Springfield, Ware, West Springfield and Westfield, Massachusetts and Bloomfield, Enfield, Granby and

West Hartford, Connecticut.

We operate full-service ATMs at our branch locations and have seven freestanding ATM locations in

Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts.

The Bank also conducts business through an additional

fourteen freestanding and thirty-three seasonal or temporary ATMs that are owned and serviced by a third party, whereby the Bank

pays a rental fee and shares in the surcharge revenue.

In addition, we provide online banking services, including online deposit

account opening and residential mortgage and consumer loan applications through our website at www.westfieldbank.com.

markets served by our branches are primarily suburban markets located in western Massachusetts and in Connecticut.

Massachusetts, is located near the intersection of U.S.

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planning, business, tourism and educational institutions that work together to advance the region’s economic progress.

diversified mix of industry groups are concentrated in western Massachusetts and northern Connecticut, including manufacturing,

diversified mix of industry groups are concentrated in western Massachusetts and Connecticut, including manufacturing,

health care, higher education, wholesale and retail trade and service.

The economies of our primary markets have benefited from

the presence of large employers such as Baystate Medical Center, Big Y World Class Markets, Center for Human Development, Holyoke

Medical Center, MassMutual Financial Group, Mercy Medical Center/Trinity Health of New England, Mestek, Inc., MGM Springfield,

Verizon and Westover Air Reserve Base in Massachusetts, and Aetna, Inc., Air National Guard, Collins Aerospace, Connecticut Children’s

Medical Center, Hartford Financial Services Group, Hartford Hospital, Institute of Living, Kaman Aerospace Corporation, Lego Systems

Inc., Talcott Resolution Life Insurance Company and Travelers Indemnity Company in Connecticut.

Other employment and economic

activity is provided by financial institutions, colleges and universities, hospitals, and a variety of wholesale and retail trade

Our Hampden County market also enjoys a strong tourism business with attractions such as the Eastern States Exposition,

which operates The Big E, the largest fair in the northeast, the Basketball Hall of Fame, MGM Springfield and Six Flags New England.

the presence of large employers such as Baystate Medical Center/Baystate Health, Big Y Foods, Center for Human Development, Holyoke

Medical Center, MassMutual Financial Group, Mercy Medical Center/Trinity Health of New England, Mestek, MGM Springfield, Verizon

and Westover Air Reserve Base in Massachusetts, and Aetna, Air National Guard, Collins Aerospace/RTX, Connecticut Children’s

Medical Center, The Hartford Financial Services Group, Hartford Hospital/Hartford HealthCare, Kaman Corporation, LEGO Systems,

Talcott Financial Group and The Travelers Indemnity Company in Connecticut.

Other employment and economic activity is provided

by financial institutions, colleges and universities, hospitals, and a variety of wholesale and retail trade business.

County market also enjoys a strong tourism business with attractions such as the Eastern States Exposition, which operates The

Big E, the largest fair in the northeast, the Basketball Hall of Fame, MGM Springfield and Six Flags New England.

Company faces significant competition to attract and retain customers within existing and neighboring geographic markets.

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We strive to create

a workplace for our employees that is inclusive, supportive, and free of any form of discrimination or harassment;

rewarding and

a workplace for our employees that is inclusive, supportive, and free of any form of discrimination or harassment, rewarding and

recognizing our employees based on their individual results and performance as well as that of their department and the Company

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helps the Company operate efficiently and effectively.

As of December 31, 2024, our average employee tenure was 8.8 years.

As of December 31, 2025, our average employee tenure was eight years.

are many factors that contribute to the success of the Company.

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and externally developed training programs.

2021, the customized Corporate Leadership Development Program was established for the Company to enhance the core capabilities

of our top talent in leadership, including through the development of management skills to prepare them for future roles in the

During 2024, twenty-four employees were nominated to participate in the program and successfully completed the program.

In addition, the Company offers educational reimbursement programs to employees enrolled in pre-approved degree or certification

programs at accredited institutions that teach skills or knowledge relevant to the financial services industry.

Each year, we

also attract rising juniors and seniors from colleges and universities across our footprint who have the opportunity to be assigned

an internship within the Company and have the potential to be hired upon graduation.

Compensation and Benefits

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and paid holidays, and wellness and employee assistance programs.

In addition, on an annual basis, the Company may make a discretionary

profit share contribution to each participant.

Health and Safety

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prescriptions and other related topics.

Our employees also have access to a platform that gives them access to interactive activities

for wellness classes, stress management, mindfulness, healthy eating and health plan literacy.

2023, we established the Westfield Bank Wellness Committee (the “Wellness Committee”), which is comprised of a cross-section

of employees from the Bank.

The Wellness Committee is committed to promoting a culture of physical, mental and emotional well-being

for our employees by providing activities, services and support that will foster living healthy and happy lifestyles.

Committee looks to inspire and empower our employees to make their health a top priority through encouraging and providing employees

healthy lifestyle choices and options.

Our employees also have access to a platform that gives them the ability to participate

in interactive activities for wellness classes, stress management, mindfulness, healthy eating and health plan literacy.

Approval Procedures and Authority.

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loan to one borrower limit is $39.1 million.

At December 31, 2024, our largest lending relationship, primarily secured by business

assets and commercial real estate located in Agawam, Massachusetts, had a total loan exposure of $22.8 million, of which $7.7

million was outstanding.

At December 31, 2024, this loan was performing in accordance with their original repayment terms.

December 31, 2024, our top ten largest lending relationships have an average exposure of $18.4 million, or 6.8% of total bank

risk based capital, with a range in exposure from $15.6 million, or 5.7% of total bank risk based capital, to $22.8 million, or

8.4% or total bank risk based capital.

The Bank continually monitors its loan portfolio to review compliance with new and existing

At December 31, 2025, our largest lending relationship, secured by a 57-unit residential

condominium building in Connecticut, had a total loan exposure of $22.6 million, with no outstanding balance at December 31, 2025.

At December 31, 2025, our second largest lending relationship, secured by an industrial property in Massachusetts, had a total

loan exposure of $19.2 million, of which $18.1 million was outstanding.

At December 31, 2025, our top ten largest lending relationships

have an average exposure of $18.2 million, or 6.6% of total bank risk-based capital, with a range in exposure from $15.1 million,

or 5.5% of total bank risk-based capital, to $22.6 million, or 8.2% or total bank risk-based capital.

The Bank continually monitors

its loan portfolio to review compliance with new and existing regulations.

Bank offers a variety of loan products to its customers, including residential and commercial real estate loans, commercial loans,

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The Bank primarily extends loans to customers located within the Company’s footprint.

2023, interest income on loans represented 90.0% and 90.2% of the total interest income of the Company, respectively.

31, 2024, the Bank’s loan portfolio totaled $2.1 billion, or 78.0% of total assets, compared to $2.0 billion, or 79.1% of

total assets, at December 31, 2023.

2024, interest income on loans represented 80.4% and 80.6% of the total revenues of the Company, respectively.

At December 31,

2025, the Bank’s loan portfolio totaled $2.2 billion, or 79.7% of total assets, compared to $2.1 billion, or 78.0% of total

assets, at December 31, 2024.

Company’s primary lending focus is to generate high quality commercial loan relationships achieved through active business

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its credit risk exposure.

rates on loans may be fixed or variable and variable rate loans may have fixed initial periods before periodic rate adjustments

rates on loans may be fixed or variable and variable rate loans may have a fixed initial period before periodic rate adjustments

Individual rates offered are dependent on the associated degree of credit risk, term, underwriting and servicing costs,

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At December 31, 2025,

the largest commercial real estate loan, a 100 unit apartment building in Massachusetts, had an outstanding balance of $19.2 million,

and represented 0.9% of total loans and 7.1% of total bank risk-based capital.

This loan was performing in accordance with the

original repayment terms at December 31, 2024.

For more information relating to the Company’s commercial real estate portfolio

as of December 31, 2024 and 2023, see “ Item 7 - Management’s Discussion and Analysis of Financial Condition and

Results of Operations – CRE Concentrations.

the largest commercial real estate loan, a 57-unit residential condominium building in Connecticut, had total exposure of $22.6

million and no outstanding balance at December 31, 2025.

Our second largest commercial real estate loan, an industrial property

in Massachusetts, had an outstanding balance of $18.1 million, and represented 0.8% of total loans and 6.5% of total bank risk-based

This loan was performing in accordance with the original repayment terms at December 31, 2025.

For more information relating

to the Company’s commercial real estate portfolio as of December 31, 2025 and December 31, 2024, see “ Item 7 -

Management’s Discussion and Analysis of Financial Condition and Results of Operations – CRE Concentrations.

Company originates commercial real estate loans throughout its market area for the purpose of acquiring, developing, and refinancing

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Total exposure represented 1.0% of total loans and 7.6% of total bank risk-based capital at December

This loan was performing in accordance with their original repayment terms at December 31, 2024.

This loan was performing in accordance with its original repayment terms at December 31, 2025.

and industrial loans include revolving lines of credit, working capital loans, equipment financing and term loans.

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loan, with the same criteria associated with similar commercial loans.

December 31, 2024, our largest concentration of commercial loans was to hotels, which comprised approximately 2.2% of total loans

and 15.9% of total bank risk-based capital.

December 31, 2025, our largest concentration of commercial loans was to new car dealerships, which comprised approximately 2.3%

of total loans and 18.1% of total bank risk-based capital.

Participation

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Company participated in commercial real estate loans with outstanding balances of $107.2 million, commercial construction loans

with outstanding balances of $14.0 million, and commercial and industrial loans with outstanding balances of $2.4 million at December

At December 31, 2023, we participated in commercial real estate loans with outstanding balances of $116.7 million, commercial

construction loans with outstanding balances of $10.3 million, and commercial and industrial loans with outstanding balances of

$2.9 million.

with outstanding balances of $14.4 million, and commercial and industrial loans with outstanding balances of $14.7 million at

December 31, 2025.

At December 31, 2024, we participated in commercial real estate loans with outstanding balances of $116.2 million,

commercial construction loans with outstanding balances of $14.0 million, and commercial and industrial loans with outstanding

balances of $2.4 million.

Company sells loan participations in the ordinary course of business when a loan originated by the Company exceeds our legal lending

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loans, respectively.

Real Estate Loans.

December 31, 2024 and December 31, 2023, the residential real estate loan portfolio totaled $653.8 million, or 31.6% of total

loans, and $612.3 million, or 30.3%, of total loans, respectively, and consisted of $568.8 million of fixed-rate loans and $85.0

million in adjustable-rate loans.

The Company originates and funds residential real estate loans, including first mortgages, home

equity loans, and home equity lines, secured by one-to-four family residential properties primarily located in western Massachusetts

and northern Connecticut.

At December 31, 2024, the largest residential real estate loan was $2.0 million.

The loan was secured

by the borrower’s secondary residence located in New Hampshire and was performing according to its original terms as of

December 31, 2024.

Family Residential Real Estate Loans.

December 31, 2025 and December 31, 2024, the one-to-four family residential real estate loan portfolio totaled $719.1 million,

or 33.0% of total loans, and $653.8 million, or 31.6% of total loans, respectively, and consisted of $639.7 million of fixed rate

loans and $79.4 million in adjustable rate loans.

The Company originates and funds residential real estate loans, including first

mortgages, home equity loans, and home equity lines of credit, secured by one-to-four family residential properties primarily

located in western Massachusetts and Connecticut.

At December 31, 2025, the largest residential real estate loan was

$2.0 million.

The loan was secured by the borrower’s secondary residence located in New Hampshire and was performing according

to its original terms as of December 31, 2025.

residential properties may serve as the borrower’s primary residence, or as vacation homes or investment properties.

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on one-to-four family owner-occupied properties.

Equity loans and lines of credit are underwritten by 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 and credit history in accordance with the Bank’s loan policies.

The overall health of the economy, including unemployment

rates and housing pricing, will have an effect on the credit quality in this segment.

on the current interest rate environment, management may elect to sell those fixed and adjustable rate residential mortgage loans

which are eligible for sale in the secondary market, or hold some or all of this residential loan production for the Company’s

The Company may retain or sell the servicing when selling the loans.

The Company is an approved servicer with Fannie

Mae, an approved seller and servicer with Freddie Mac and the FHLB, and an approved Mass Housing lender.

In order to reduce interest

rate risk, during the twelve months ended December 31, 2024, the Company sold $20.1 million in fixed rate residential loans to

the secondary market with servicing retained.

The Company did not sell residential real estate loans during the twelve months

ended December 31, 2023.

At December 31, 2024 and December 31, 2023, the Company serviced $84.8 million and $72.7 million, respectively,

in residential loans sold to the secondary market.

The servicing rights will likely continue to be retained on all loans sold

over the life of the loan.

Home equity loans and lines of credit are underwritten by 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 and credit history in accordance with the Bank’s loan policies.

The overall health of the economy, including

unemployment rates and housing pricing, will have an effect on the credit quality in this segment.

on the current interest rate environment, management may elect to sell eligible fixed and adjustable rate residential loans to

the secondary market, or hold some or all of its residential loan production in the Company’s portfolio.

The Company may

retain or sell the servicing when selling the loans to the secondary market.

The Company is an approved servicer with Fannie Mae,

an approved seller and servicer with Freddie Mac and the FHLB, and an approved Mass Housing lender.

At December 31, 2025 and December

31, 2024, the Company serviced $77.1 million and $84.8 million, respectively, in residential loans previously sold to the secondary

The servicing rights will likely continue to be retained on all loans sold over the life of the loan.

Equity Loans and Lines of Credit.

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Demand loans, loans having no stated maturity, and overdrafts are shown

as due in within one year.

as due within one year.

At December 31, 2025

Non-Owner Occupied Commercial Real Estate

Owner Occupied Commercial Real

Owner Occupied Commercial Real Estate

Residential One-to-Four Family

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$22.5 million, or 1.0% of total loans, at December 31, 2025 and $27.0 million, or 1.3% of total loans, at December 31, 2024.

loans that were performing but possessed potential weaknesses and, as a result, could ultimately become nonperforming loans totaled

loans that were performing but possessed potential weaknesses and, as a result, could ultimately become nonaccrual loans totaled

$17.4 million, or 0.8% of total loans, at December 31, 2025 and $21.6 million, or 1.0% of total loans, at December 31, 2024.

remaining balance of classified loans were nonperforming loans totaling $5.4 million, or 0.3% of total loans, at December 31,

remaining balance of classified loans were nonaccrual loans totaling $5.1 million, or 0.2% of total loans, at December 31, 2025

and $5.4 million, or 0.3% of total loans, at December 31, 2024.

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Total accruing individually evaluated loans totaled

$8.9 million at December 31, 2024, while accruing individually evaluated loans totaled $23.3 million at December 31, 2023.

Nonperforming

individually evaluated loans totaled $5.4 million as of December 31, 2024, while nonperforming individually evaluated loans totaled

$726,000 at December 31, 2025, while accruing individually evaluated loans totaled $8.9 million at December 31, 2024.

individually evaluated loans totaled $5.2 million as of December 31, 2025, while nonaccrual individually evaluated loans totaled

$5.4 million as of December 31, 2024.

management’s opinion, all individually evaluated loan balances at December 31, 2024 and 2023, were supported by expected

future cash flows or, for those collateral dependent loans, the net realizable value of the underlying collateral.

31, 2024, commercial and industrial individually evaluated loans with a recorded investment of $494,000 carried a related reserve

amount of $156,000.

At December 31, 2023, commercial and industrial individually evaluated loans with a recorded investment of

$517,000 carried a related reserve amount of $179,000.

December 31, 2025, commercial and industrial individually evaluated loans with a recorded investment of $464,000 carried a related

reserve amount of $122,000.

At December 31, 2024, commercial and industrial individually evaluated loans with a recorded investment

of $494,000 carried a related reserve amount of $156,000.

Management closely monitors these relationships for collateral or credit

deterioration.

nonperforming loans totaled $5.4 million, or 0.26% of total loans, at December 31, 2024, and $6.4 million, or 0.32% of total loans,

In management’s opinion, all remaining individually evaluated loan balances at December 31, 2025 and December

31, 2024, were supported by expected future cash flows or, for those collateral dependent loans, the net realizable value of the

underlying collateral.

nonaccrual loans totaled $5.2 million, or 0.24% of total loans, at December 31, 2025, and $5.4 million, or 0.26% of total loans,

at December 31, 2024.

If all nonperforming loans had been performing in accordance with their terms, we would have earned additional

If all nonaccrual loans had been performing in accordance with their terms, we would have earned additional

interest income of $284,000, $373,000 and $373,000 for the years ended December 31, 2025, 2024 and 2023, respectively.

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At December 31, 2025

and 2023, the Company carried no OREO balances.

and December 31, 2024, the Company carried no OREO balances.

following table presents, for the years indicated, an analysis of the allowance for credit losses and other related data.

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Allowance for credit losses

Total loans outstanding

Nonperforming loans to total loans outstanding

Nonperforming loans

Total loans outstanding

Allowance for credit losses to nonperforming loans

Total loans outstanding, including unearned premiums and deferred loan fees and costs

Nonaccrual loans to total loans outstanding

Nonaccrual loans

Total loans outstanding, including unearned premiums and deferred loan fees and costs

Allowance for credit losses to nonaccrual loans

Allowance for credit losses

Nonperforming loans

Nonaccrual loans

Net charge-offs (recoveries) during the period to daily average loans outstanding:

Residential one-to-four family charge-offs (recoveries) to daily average loans outstanding

Net charge-offs (recoveries) during the period

Residential one-to-four family charge-offs to daily average loans outstanding

Net charge-offs during the period

Average amount outstanding

Commercial real estate (recoveries) charge-offs to daily average loans outstanding

Net (recoveries) charge-offs during the period

Commercial real estate recoveries to daily average loans outstanding

Net recoveries during the period

Average amount outstanding

Commercial and industrial (recoveries) charge-offs to daily average loans outstanding

Net (recoveries) charge-offs during the period

Commercial and industrial recoveries to daily average loans outstanding

Net recoveries during the period

Average amount outstanding

Home equity charge-offs (recoveries) to daily average loans outstanding

Net charge-offs (recoveries) during the period

Home equity charge-offs to daily average loans outstanding

Net charge-offs during the period

Average amount outstanding

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Average amount outstanding

Total loan (recoveries) charge-offs to daily average loans outstanding

Net (recoveries) charge-offs during the period

Total loan recoveries to daily average loans outstanding

Net recoveries during the period

Average amount outstanding

the year ended December 31, 2024, the Company recorded net recoveries of $87,000, compared to net charge-offs of $2.0 million

the twelve months ended December 31, 2025, the Company recorded net recoveries of $472,000, compared to net recoveries of $87,000

for the twelve months ended December 31, 2024.

During the year ended December 31, 2023, the Company recorded net charge-offs of

$1.2 million on the commercial and industrial loan portfolio and net charge-offs of $755,000 on the commercial real estate portfolio.

The charge-offs during the year ended December 31, 2023 were related to one commercial relationship acquired on October 21, 2016

from Chicopee Bancorp, Inc., which was placed on nonperforming status.

During the year ended December 31, 2023, the Company recorded

a $1.9 million charge-off on the acquired commercial 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 Current Expected Credit Losses (“CECL”) implementation.

for Credit Losses .

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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 mortgages 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.

This portfolio segment consists of first mortgages secured by one-to-four family residential properties and

home equity loans and home equity lines of credit secured by first or second mortgages on one-to-four family owner-occupied

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

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

The overall health of the economy, including unemployment rates and housing pricing, will have an effect on the credit

quality in this segment.

We do not grant

subprime loans.

Home equity loans and lines of credit 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.

and industrial loans .

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loans held for investment.

on the foregoing, management believes that the Company is appropriately provisioned for the current economic environment and supportable

on the foregoing, management believes that the Company is appropriately reserved for the current economic environment and supportable

forecast period as of December 31, 2025.

For the year ended December 31, 2024, the Company recorded a reversal of credit losses

of $665,000, compared to a provision for credit losses of $872,000 during the year ended December 31, 2023.

The $665,000 reversal

of credit losses during the year ended December 31, 2024 was comprised of an $825,000 reversal of credit losses, which was offset

by a $160,000 reserve on unfunded loan commitments related to the impact of higher unfunded loan commitments for the period.

For the twelve months ended December 31, 2025, the Company recorded a provision for credit

losses of $335,000, compared to a reversal of credit losses of $665,000 during the twelve months ended December 31, 2024.

$1.0 million increase in the provision for credit losses was primarily due to an increase in total loans of $113.2 million, or

of Allowance for Credit Losses .

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Percent of Loans in Each Category to Total Loans

Amount of Allowance for Loan Losses

Amount of Allowance for Credit Losses

Loan Balances by Category

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Total allowances for credit losses

primary objectives of the Bank’s securities portfolio are to provide liquidity and maximize income while preserving safety

primary objective of the Company’s securities portfolio is to provide liquidity and maximize income while preserving safety

of principal.

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of tax-exempt securities and tax planning considerations.

The Bank’s Board of Directors (the “Bank’s Board”)

is responsible for establishing overall policy and reviewing performance of the Bank’s investments.

the Bank’s policy, acceptable portfolio investments include:

The Board is responsible for establishing overall policy and reviewing

performance of the investment portfolio.

the Investment Policy, acceptable portfolio investments include:

United States Government obligations, obligations of federal

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to the Bank’s legal lending limit), marketable equity securities, collateralized mortgage obligations, Small Business Investment

Companies (SBIC), Federal Reserve stock and FHLB stock.

Bank’s internal investment policy sets limits as a percentage of the total portfolio, identifies acceptable and unacceptable

investment practices, and denotes approved security dealers.

The effect of changes in interest rates, market values, timing of

principal payments and credit risk are considered when purchasing securities.

of the balance sheet dates reflected in this annual report, HTM securities are carried at amortized cost and AFS securities are

carried at fair value.

Companies (SBIC), Federal Reserve Bank stock and FHLB stock.

Investment Policy sets limits as a percentage of the total portfolio, identifies acceptable and unacceptable investment practices,

and denotes approved security dealers.

The effect of changes in interest rates, market values, timing of principal payments and

credit risk are considered when purchasing securities.

of the balance sheet dates reflected in this annual report, held-to-maturity securities are carried at amortized cost and available-for-sale

securities are carried at fair value.

equity securities are measured at fair value with changes in fair value reported on the Company’s income statement as a

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The stock is evaluated for impairment based on an estimate of the ultimate recovery to the

No impairment losses have been recorded through December 31, 2024.

No impairment losses have been recorded through December 31, 2025 or December 31, 2024.

Portfolio Maturities .

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than Ten Years

in thousands)

Available-for-sale:

Debt securities:

Government-sponsored

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debt securities

Mortgage-backed securities:

Mortgage-backed

Government-sponsored

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Held-to-maturity:

Debt securities:

Treasury securities

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debt securities

Mortgage-backed securities:

Mortgage-backed

Government-sponsored

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held-to-maturity

December 31, 2024, the Company had $160.7 million in securities classified as AFS, $205.0 million in HTM, marketable equity securities

of $397,000, and no securities classified as trading.

Securities classified as AFS were reported for financial reporting purposes

at the fair value with net changes in the fair value from period to period included as a separate component of shareholders’

December 31, 2025, the Company had $175.8 million in securities classified as available-for-sale, $188.8 million in held-to-maturity,

and marketable equity securities of $632,000.

There were no securities classified as trading.

Securities classified as available-for-sale

were reported at fair value with net changes in the fair value from period to period included as a separate component of shareholders’

equity, net of income taxes.

Changes in the fair value of debt securities classified as HTM or AFS do not affect our income, unless

we determine there to be incurred credit losses for those securities in an unrealized loss position.

December 31, 2024, the Company reported unrealized losses on the available-for-sale securities portfolio of $31.2 million, or

16.2% of the amortized cost basis of the available-for-sale securities portfolio, compared to unrealized losses of $29.2 million,

or 17.5% of the amortized cost basis of the available-for-sale securities at December 31, 2023.

At December 31, 2024, the Company

reported unrealized losses on the held-to-maturity securities portfolio of $39.4 million, or 19.2% of the amortized cost basis

of the held-to-maturity securities portfolio, compared to $35.7 million, or 16.0% of the amortized cost basis of the held-to-maturity

securities portfolio at December 31, 2023.

As of December 31, 2024, management concluded that there were no incurred credit losses

at December 31, 2024 as all unrealized losses were related to interest rate fluctuations rather than any underlying credit quality

Changes in the fair value of debt securities classified as held-to-maturity or available-for-sale

do not affect our income, unless we determine there to be incurred credit losses for those securities in an unrealized loss position.

December 31, 2025, the Company reported gross unrealized losses on the available-for-sale securities portfolio of $23.4 million,

or 11.8% of the amortized cost basis of the available-for-sale securities portfolio, compared to gross unrealized losses of $31.2

million, or 16.2% of the amortized cost basis of the available-for-sale securities at December 31, 2024.

At December 31, 2025,

the Company reported gross unrealized losses on the held-to-maturity securities portfolio of $30.5 million, or 16.2% of the amortized

cost basis of the held-to-maturity securities portfolio, compared to $39.4 million, or 19.2% of the amortized cost basis of the

held-to-maturity securities portfolio at December 31, 2024.

Management concluded that there were no incurred credit losses at

December 31, 2025 as all unrealized losses were related to interest rate fluctuations rather than any underlying credit quality

of the issuers.

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Brokered deposits along with borrowed funds may be referred to as wholesale funding.

There were $1.7 million in brokered deposits on the balance sheet at December 31, 2024 and 2023 reported within time deposits.

There were $1.7 million in brokered deposits on the balance sheet at December 31, 2024 reported within time deposits.

no brokered deposits on the balance sheet at December 31, 2025.

December 31, 2025, uninsured deposits, defined as deposits that exceed the limits provided by the FDIC, were 29.5% of total deposits,

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Network, Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep Service (“ICS” ) .

participate in the IntraFi Network which provides depositors with FDIC pass-through insurance.

Depositors can open a reciprocal

time deposit through CDARS or a reciprocal checking or money market account through ICS.

We use CDARS to place client funds into

time deposit accounts and ICS to place client funds into checking and money market accounts, respectively, into other participating

These transactions occur in amounts that are less than FDIC insurance limits to ensure that deposits are eligible for FDIC

insurance on the full amount of their deposits.

The IntraFi Network allows for up to $250.0 million per customer of pass-through

FDIC insurance.

At December 31, 2024 and December 31, 2023, there were $36.9 million and $28.7 million, respectively, in CDARS

deposits reported within time deposits, and $22.3 million and $35.1 million, respectively, in ICS accounts reflected within core

participate in the IntraFi network, which provides depositors with access to FDIC insurance at network banks.

Depositors can place

funds in time deposits through CDARS or in demand deposit accounts or money market deposit accounts through ICS.

We use both CDARS

and ICS to place customer funds into bank accounts on a reciprocal basis, meaning that the Bank receives deposits in an amount

equal to the amount of funds the Bank places for its customers.

When funds are placed through CDARS and ICS, they are allocated

to network banks in amounts that are less than FDIC insurance limits to ensure that depositors’ funds are eligible for FDIC

At December 31, 2025 and December 31, 2024, there were $45.4 million and $36.9 million, respectively, in CDARS deposits

reported within time deposits, and $89.7 million and $22.3 million, respectively, in ICS accounts reflected within core deposits.

Distribution and Weighted Average Rates.

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Total time deposits

_______________

(1) Uninsured

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Deposit Maturities.

summary of time deposits totaling $250,000 or more by maturity is as follows (1) :

summary of time deposits greater than $250,000 by maturity is as follows (1) :

December 31, 2025

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Over 12 months

_______________

deposit balances represent those exceeding the fully-insured FDIC limitation of $250,000.

Deposit Balances by Rates.

summary of time deposits by maturity is as follows:

At December 31, 2025

Period to Maturity

Less than One Year

One to Two Years

Two to Three Years

More than Three Years

Percent of Total

(Dollars in thousands)

1.00% and under

1.01% to 3.00%

3.01% to 3.25%

3.26% to 3.50%

3.51% to 3.75%

3.76% to 4.00%

4.01% and over

Sources of Funds.

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The Bank had satisfied its collateral requirement at December 31, 2025.

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.

31, 2023, the Company’s outstanding balance under the BTFP was $90.0 million.

There was no outstanding balance under the

BTFP at December 31, 2024.

December 31, 2024, total short-term borrowings and long-term debt decreased $33.4 million, or 24.4%, from $136.7 million at December

31, 2023 to $103.4 million.

At December 31, 2024, short-term borrowings decreased $10.7 million, or 66.5%, to $5.4 million, compared

to $16.1 million at December 31, 2023.

Long-term borrowings decreased $22.6 million, or 18.8%, from $120.6 million at December

31, 2023 to $98.0 million at December 31, 2024.

At December 31, 2024, long-term borrowings consisted of $98.0 million outstanding

with the FHLB, whereas at December 31, 2023, long-term borrowings consisted of $30.6 million outstanding with the FHLB and $90.0

million outstanding under the BTFP.

short-term borrowings and long-term debt outstanding and weighted average rates at the periods indicated are presented below:

December 31, 2025, total borrowings decreased $17.1 million, or 13.9%, from $123.1 million at December 31, 2024 to $106.1 million.

At December 31, 2025, short-term borrowings increased $7.9 million, or 146.2%, to $13.3 million, compared to $5.4 million at December

Long-term borrowings decreased $25.0 million, or 25.5%, from $98.0 million at December 31, 2024 to $73.0 million at

December 31, 2025.

At December 31, 2025 and December 31, 2024, borrowings also consisted of $19.8 million in fixed-to-floating

rate subordinated notes.

Total short-term borrowings and long-term debt outstanding and weighted average rates at the periods

indicated are presented below:

December 31, 2025

December 31, 2024

Balance Outstanding

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At December 31, 2025, the Bank

had immediate availability at the FHLB, including its overnight Ideal Way Line of Credit, to borrow an additional $464.1 million

based on qualified collateral.

Company also has an 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 December 31, 2024 and 2023, the Company did not have any outstanding advances under

the facility.

had immediate availability at the FHLB, including its $9.5 million overnight Ideal Way Line of Credit, to borrow an additional

$538.6 million based on qualified collateral.

on the Ideal Way 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 December 31, 2025 and 2024, the Company did not have

any outstanding advances under the facility.

addition, at December 31, 2025 and 2024, the Company had an available line of credit of $349.0 million and $382.9 million, respectively,

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As of December

31, 2024 and December 31, 2023, there were no advances outstanding under the Discount Window.

31, 2025 and December 31, 2024, there were no advances outstanding under the FRB Discount Window.

following table lists FHLB and FRB liquidity information as of December 31, 2025:

At December 31, 2025

Total Available

Borrowing Capacity

Total Available Borrowing Capacity

Required Collateral on Balance Outstanding

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FRB Discount Window

________________

required collateral includes short and long-term advances and FHLB letters of credit.

Net available borrowing capacity includes the $9.5 million in Ideal Way Line of Credit

availability.

Company also has pre-established, unsecured overnight borrowing arrangements with large national and regional correspondent banks

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under the Federal Reserve’s capital adequacy regulations.

At December 31, 2024, $19.8 million aggregate principle amount

of the Notes was outstanding.

At December 31, 2025 and December 31, 2024, $19.8 million aggregate

principal amount of the Notes was outstanding.

Bank also provides access to insurance and investment products through Westfield Investment Services through LPL Financial (“LPL”),

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The Company is a Massachusetts-chartered stock holding

company and a registered savings and loan holding company under the Home Owners’ Loan Act, as amended (the “HOLA”),

and is subject to the supervision of and regular examination by the Board of Governors of the Federal Reserve System (the “FRB,”

the “Federal Reserve Board” or the “Federal Reserve”) as its primary federal regulator.

In addition, the

Federal Reserve Board has enforcement authority over Western New England Bancorp and its non-savings association subsidiaries.

Western New England Bancorp is also subject to the jurisdiction of the SEC and is subject to the disclosure and other regulatory

requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as administered by

Western New England Bancorp is traded on the NASDAQ under the ticker symbol, “ WNEB ,” and is subject

to the NASDAQ stock market rules.

company and a registered savings and loan holding company under the HOLA, and is subject to the supervision of and regular examination

by the Board of Governors of the Federal Reserve System (the “FRB,” the “Federal Reserve Board” or the

“Federal Reserve”) as its primary federal regulator.

In addition, the Federal Reserve Board has enforcement authority

over Western New England Bancorp and its non-savings association subsidiaries.

Western New England Bancorp is also subject to

the jurisdiction of the SEC and is subject to the disclosure and other regulatory requirements of the Securities Act of 1933,

as amended, and the Securities Exchange Act of 1934, as amended, as administered by the SEC.

Western New England Bancorp is traded

on the NASDAQ under the ticker symbol, “WNEB,” and is subject to the NASDAQ stock market rules.

Bank is organized as a federal savings association under the HOLA.

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In general, the HOLA restricts the business

activities of savings and loan holding companies to those permitted for financial holding companies under the BHC Act.

businesses activities include banking, managing or controlling banks and other activities that the FRB has determined to be so

closely related to banking “as to be a proper incident thereto,” as well as any activity that is either (i) financial

in nature or incidental to such financial activity (as determined by the FRB in consultation with the Secretary of the Treasury)

or (ii) complementary to a financial activity, and that does not pose a substantial risk to the safety and soundness of depository

institutions or the financial system generally (as determined solely by the FRB).

Activities that are financial in nature include,

among others, securities underwriting and dealing, insurance underwriting and making merchant banking investments.

activities of savings and loan holding companies to those permitted for financial holding companies under the Bank Holding Company

Act of 1956, as amended.

Permissible businesses activities include banking, managing or controlling banks and other activities

that the FRB has determined to be so closely related to banking “as to be a proper incident thereto,” as well as any

activity that is either (i) financial in nature or incidental to such financial activity (as determined by the FRB in consultation

with the Secretary of the Treasury) or (ii) complementary to a financial activity, and that does not pose a substantial risk to

the safety and soundness of depository institutions or the financial system generally (as determined solely by the FRB).

that are financial in nature include, among others, securities underwriting and dealing, insurance underwriting and making merchant

banking investments.

and Acquisitions.

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may be recognized.

on Bank Holding Company Dividends .

Federal Reserve has the authority to prohibit bank holding companies from paying dividends if such payment is deemed to be an

unsafe or unsound practice.

The Federal Reserve has indicated generally that it may be an unsafe or unsound practice for bank

holding companies to pay dividends unless the bank holding company’s net income over the preceding year is sufficient to

fund the dividends and the expected rate of earnings retention is consistent with the organization’s capital needs, asset

quality, and overall financial condition.

Further, under the Federal Reserve’s capital rules, the Company’s ability

to pay dividends is restricted if it does not maintain capital above the capital conservation buffer (See Capital Adequacy

on Savings and Loan Holding Company Dividends .

Federal Reserve has the authority to prohibit savings and loan holding companies from paying dividends if such payment is deemed

to be an unsafe or unsound practice.

The Federal Reserve has indicated generally that it may be an unsafe or unsound practice

for savings and loan holding companies to pay dividends unless the savings and loan holding company’s net income over the

preceding year is sufficient to fund the dividends and the expected rate of earnings retention is consistent with the organization’s

capital needs, asset quality, and overall financial condition.

Further, under the Federal Reserve’s capital rules, the Company’s

ability to pay dividends is restricted if it does not maintain capital above the capital conservation buffer (See Capital Adequacy

on Bank Dividends.

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which generally does not include real estate.

As of December 31, 2024, we were in compliance with these limitations on loans to

one borrower.

As of December 31, 2025, the Company was in compliance with these limitations on

loans to one borrower.

Commercial Real Estate Lending Regulations.

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a depository institution or its subsidiaries may engage in covered transactions with any one affiliate and with all affiliates

of the depository institution in the aggregate, and by requiring that such transactions be on terms that are consistent with safe

and sound banking practices.

of the depository institution in the aggregate, and by requiring that such transactions be on market terms that are consistent

with safe and sound banking practices.

22(h) of the FRA restricts loans to directors, executive officers, and principal stockholders (“Insiders”).

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If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment

ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit

they have made to such insured depository institution.

ahead of unsecured, non-deposit creditors, including the parent holding company, with respect to any extensions of credit they

have made to such insured depository institution.

Home Loan Bank System.

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legislative and regulatory initiatives are introduced by Congress, state legislatures and different financial regulatory agencies.

Such initiatives may include proposals to expand or contract the powers of bank holding companies, savings and loan holding companies

and/or depository institutions, and may also include changes in priorities and operations of regulatory agencies in connection

with new leadership.

Proposed legislation and regulatory initiatives could change banking statutes and the operating environment

of Western New England Bancorp in substantial and unpredictable ways.

If enacted or implemented, such legislation and regulatory

initiatives could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive

balance among banks, savings associations, credit unions, and other financial institutions.

Western New England Bancorp cannot

predict whether any such legislation and regulatory initiatives will be enacted or implemented, and, if enacted or implemented,

the effect that it or any implementing regulations would have on the financial condition or results of operations of Western New

England Bancorp.

Other legislation may be introduced in Congress, or other regulatory initiatives introduced, which would further

regulate, deregulate or restructure the financial services industry, including proposals to substantially reform the financial

regulatory framework.

It is not possible to predict whether any such proposals will be enacted into law or, if enacted, the effect

which they may have on our business and earnings.

Such initiatives may include proposals to expand or contract the powers of savings and loan holding companies and/or depository

institutions, and may also include changes in priorities and operations of regulatory agencies in connection with new leadership.

Proposed legislation and regulatory initiatives could change banking statutes and the operating environment of Western New England

Bancorp in substantial and unpredictable ways.

If enacted or implemented, such legislation and regulatory initiatives could increase

or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks,

savings associations, credit unions, and other financial institutions.

Western New England Bancorp cannot predict whether any

such legislation and regulatory initiatives will be enacted or implemented, and, if enacted or implemented, the effect that it

or any implementing regulations would have on the financial condition or results of operations of Western New England Bancorp.

Other legislation may be introduced in Congress, or other regulatory initiatives introduced, which would further regulate, deregulate

or restructure the financial services industry, including proposals to substantially reform the financial regulatory framework.

It is not possible to predict whether any such proposals will be enacted into law or, if enacted, the effect which they may have

on our business and earnings.

maintain a website at www.westfieldbank.com .

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

What changed 10-K

Item 1. Business