What changed in this filing

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Item 1. Business

2022-02-28 compared with 2021-03-02 · 911 added, 510 removed, 510 unchanged (74% of the section changed)

Forward-Looking Statements

This Annual Report on Form 10-K may contain or incorporate by reference various forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions and verbs in the future tense.

This Annual Report on Form 10-K may contain or incorporate by reference various forward-looking statements, which can be identified

by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions and verbs in the future tense.

These forward-looking statements include, but are not limited to:

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Estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.

In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to

significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.

In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions

that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations

expressed in the forward-looking statements.

general economic conditions, either nationally or in our market area, including employment prospects, that are different than expected;

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competition among depository and other financial institutions;

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues or reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses or prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues or reduce the fair value

of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses or prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;

adverse changes in the securities or secondary mortgage markets;

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changes in consumer demand, spending, borrowing and savings habits;

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the

Securities and Exchange Commission or the Public Company Accounting Oversight Board;

our ability to retain key employees;

cyber attacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information and destroy data or disable our systems;

cyber attacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized

access to confidential information and destroy data or disable our systems;

technological changes that may be more difficult or expensive than expected;

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changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

See also the factors regarding future operations discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" below.

See also the factors regarding future operations discussed in "Management's Discussion and Analysis of Financial Condition and Results

of Operations" and "Risk Factors" below.

Waterstone Financial, Inc.

Waterstone Financial, Inc., a Maryland corporation (“New Waterstone”), was organized in 2013.

Upon completion of the mutual-to-stock conversion of Lamplighter Financial, MHC in 2014, New Waterstone became the holding company of WaterStone Bank SSB and succeeded to all of the business and operations of Waterstone Financial, Inc., a Federal corporation (“Waterstone-Federal”) and each of Waterstone-Federal and Lamplighter Financial, MHC ceased to exist.

Upon completion of the mutual-to-stock

conversion of Lamplighter Financial, MHC in 2014, New Waterstone became the holding company of WaterStone Bank SSB and succeeded to all of the business and operations of Waterstone Financial, Inc., a Federal corporation (“Waterstone-Federal”) and

each of Waterstone-Federal and Lamplighter Financial, MHC ceased to exist.

In this report, we refer to WaterStone Bank SSB, our wholly owned subsidiary, both before and after the reorganization, as “WaterStone Bank” or the “Bank.”

Waterstone Financial, Inc.

and its subsidiaries, including WaterStone Bank, are referred to herein as the “Company,” “Waterstone Financial,” or “we.”

and its subsidiaries, including WaterStone Bank, are referred to herein as the “Company,” “Waterstone

Financial,” or “we.”

The Company maintains a website at www.wsbonline.com .

We make available through that website, free of charge, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports and proxy materials as soon as is reasonably practical after the Company electronically files those materials with, or furnishes them to, the Securities and Exchange Commission.

the Company electronically files those materials with, or furnishes them to, the Securities and Exchange Commission.

You may access those reports by following the links under “Investor Relations” at the Company’s website.

Information on this website is not and should not be considered a part of this document.

Waterstone Financial’s executive offices are located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number at this address is (414) 761-1000.

Information on this website

is not and should not be considered a part of this document.

Waterstone Financial’s executive offices are located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number at

this address is (414) 761-1000.

BUSINESS OF WATERSTONE BANK

WaterStone Bank is a community bank that has served the banking needs of its customers since 1921.

WaterStone Bank also has an active mortgage banking subsidiary, Waterstone Mortgage Corporat ion , which had 59 offices in 22 states as of December 31, 2020.

WaterStone Bank conducts its community banking business from 14 banking offices located in Milwaukee, Washington and Waukesha counties, Wisconsin.

WaterStone Bank also has an active

mortgage banking subsidiary, Waterstone Mortgage Corporat ion , which had 61 offices in 23 states as of December 31, 2021.

WaterStone Bank conducts its community banking business from 14 banking offices located in Milwaukee, Washington and Waukesha counties,

WaterStone Bank’s principal lending activity is originating one- to four-family, multi-family residential, and commercial real estate loans for retention in its portfolio.

At December 31, 2021, such loans comprised 24.92%, 44.62%, and 20.79%, respectively, of WaterStone Bank’s loan portfolio.

WaterStone Bank also offers home equity loans and lines of credit, construction and land loans, commercial business loans, and consumer loans.

WaterStone Bank also offers home equity loans and lines of credit,

construction and land loans, commercial business loans, and consumer loans.

WaterStone Bank funds its loan production primarily with retail deposits and Federal Home Loan Bank advances.

Our deposit offerings include certificates of deposit, money market savings accounts, transaction deposit accounts, noninterest bearing demand accounts and individual retirement accounts.

Our investment securities portfolio is comprised principally of mortgage-backed securities, government-sponsored enterprise bonds, private-label enterprise bonds, municipal obligations, and other debt securities.

WaterStone Bank is subject to comprehensive regulation and examination by the Wisconsin Department of Financial Institutions (the "WDFI") and the Federal Deposit Insurance Corporation (the "FDIC").

Our deposit offerings include certificates of deposit, money

market savings accounts, transaction deposit accounts, noninterest bearing demand accounts and individual retirement accounts.

Our investment securities portfolio is comprised principally of mortgage-backed securities, collateralized mortgage

obligations, government-sponsored enterprise bonds, private-label enterprise bonds, municipal obligations, and other debt securities.

WaterStone Bank is subject to comprehensive regulation and examination by the Wisconsin Department of Financial Institutions (the

"WDFI") and the Federal Deposit Insurance Corporation (the "FDIC").

WaterStone Bank’s executive offices are located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number is (414)

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Waterstone Mortgage Corporation originates single-family residential real estate loans for sale into the secondary market.

Waterstone Mortgage Corporation utilizes lines of credit provided by WaterStone Bank as a primary source of funds, and also utilizes a line of credit with another financial institution as needed.

On a consolidated basis, Waterstone Mortgage Corporation originated approximately $4.33 billion in mortgage loans held for sale during the year ended December 31, 2020 , which excludes the loans originated from Waterstone Mortgage Corporation and purchased by WaterStone Bank.

Waterstone Mortgage Corporation utilizes lines of credit provided by WaterStone Bank as a primary source of funds, and also

utilizes a line of credit with another financial institution as needed.

On a consolidated basis, Waterstone Mortgage Corporation originated $4.20 billion in mortgage loans held for sale during the year ended December 31, 2021 , which excludes the loans originated from Waterstone Mortgage Corporation and purchased by WaterStone

Subsidiary Activities

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Waterstone Mortgage Corporation is a mortgage banking business incorporated in Wisconsin.

Main Street Real Estate Holdings, LLC is a Wisconsin limited liability corporation and previously owned WaterStone Bank office facilities and held WaterStone Bank office facility leases.

Wauwatosa Investments, Inc.

Main Street Real Estate Holdings, LLC is a

Wisconsin limited liability corporation and previously owned WaterStone Bank office facilities and held WaterStone Bank office facility leases.

Investments, Inc.

Established in 1998, Wauwatosa Investments, Inc.

operates in Nevada as WaterStone Bank’s investment subsidiary.

This wholly-owned subsidiary owns and manages the majority of the consolidated investment portfolio.

It has its own board of directors currently comprised of its President, the WaterStone Bank Chief Financial Officer, Treasury Officer and the Chairman of Waterstone Financial’s board of directors.

Waterstone Mortgage Corporation.

wholly-owned subsidiary owns and manages the majority of the consolidated investment portfolio.

It has its own board of directors currently comprised of its President, the WaterStone Bank Chief Financial Officer, Treasury Officer and the Chairman of

Waterstone Financial’s board of directors.

Waterstone Mortgage

Acquired in 2006, Waterstone Mortgage Corporation is a mortgage banking business with offices in 23 states.

It has its own board of directors currently comprised of its President, its Chief Financial Officer, the WaterStone Bank Chief Executive Officer, Chief Financial Officer and Executive Vice President and General Counsel.

Main Street Real Estate Holdings, LLC.

It has its own board of directors currently comprised of its President, its Chief Financial Officer, the WaterStone

Bank Chief Executive Officer, President, Chief Financial Officer and Chief Credit Officer.

Main Street Real

Estate Holdings, LLC.

Established in 2002, Main Street Real Estate Holdings, LLC was established to acquire and hold WaterStone Bank office and retail facilities, both owned and leased.

Main Street Real Estate Holdings, LLC currently conducts real estate broker activities limited to real estate owned.

Main Street Real Estate Holdings, LLC currently

conducts real estate broker activities limited to real estate owned.

WaterStone Bank.

WaterStone Bank’s market area is broadly defined as the Milwaukee, Wisconsin metropolitan market, which is geographically located in the southeast corner of the state.

WaterStone Bank’s primary market area is Milwaukee and Waukesha counties and the five surrounding counties of Ozaukee, Washington, Jefferson, Walworth and Racine.

Bank’s market area is broadly defined as the Milwaukee, Wisconsin metropolitan market, which is geographically located in the southeast corner of the state.

WaterStone Bank’s primary market area is Milwaukee and Waukesha counties and the five

surrounding counties of Ozaukee, Washington, Jefferson, Walworth and Racine.

We have nine branch offices in Milwaukee County, four branch offices in Waukesha County and one branch office in Washington County.

At June 30, 2020 (the latest date for which information was publicly available), 47.7% of deposits in the State of Wisconsin were located in the seven-county Milwaukee metropolitan market and 40.9% of deposits in the State of Wisconsin were located in the three counties in which the Bank has a branch office.

At June 30, 2021 (the latest date for

which information was publicly available), 49.1% of deposits in the State of Wisconsin were located in the seven-county Milwaukee metropolitan market and 42.0% of deposits in the State of Wisconsin were located in the three counties in which the Bank

has a branch office.

WaterStone Bank’s primary market area for deposits includes the communities in which we maintain our banking office locations.

Our primary lending market area is broader than our primary deposit market area and includes all of the primary market area noted above but extends further west to the Madison, Wisconsin market and further north to the Appleton and Green Bay, Wisconsin markets.

Waterstone Mortgage Corporation.

As of December 31, 2020, Waterstone Mortgage Corporation had nine offices in Wisconsin, eight offices in each of Florida and New Mexico, four offices in Minnesota, three offices in each of Illinois and Texas, two offices in each of Arizona, Colorado, Idaho, Maryland, Ohio, Oklahoma, Oregon, and Virginia, and one office in each of Arkansas, California, Georgia, Iowa, Michigan, New Hampshire, Pennsylvania, and Tennessee.

primary lending market area is broader than our primary deposit market area and includes all of the primary market area noted above but extends further west to the Madison, Wisconsin market and further north to the Appleton and Green Bay, Wisconsin

Waterstone Mortgage

As of December 31, 2021, Waterstone Mortgage Corporation had 11 offices in New Mexico, nine offices in Florida,

seven offices in Wisconsin, three offices in each of Arizona, Colorado, Illinois, Oklahoma, and Texas, two offices in each of Idaho, Minnesota, Ohio, and Pennsylvania, and one office in each of Alabama, Arkansas, California, Georgia, Indiana, Iowa,

Maryland, Michigan, New Hampshire, Tennessee, and Virginia.

WaterStone Bank .

WaterStone Bank faces competition within our market area both in making real estate loans and attracting deposits.

The Milwaukee-Waukesha metropolitan statistical area has a high concentration of financial institutions, including large commercial banks, community banks and credit unions.

As of June 30, 2020, based on the FDIC annual Summary of Deposits Report, we had the ninth largest market share in our metropolitan statistical area out of 48 financial institutions, representing 1.57% of all deposits.

Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms and credit unions.

The Milwaukee-Waukesha

metropolitan statistical area has a high concentration of financial institutions, including large commercial banks, community banks and credit unions.

As of June 30, 2021, based on the FDIC annual Summary of Deposits Report, we had the 10th largest

market share in our metropolitan statistical area out of 46 financial institutions, representing 1.5% of all deposits.

Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms and credit

We face additional competition for deposits from money market funds, brokerage firms, and mutual funds.

Some of our competitors offer products and services that we do not offer, such as trust services and private banking.

Our primary focus is to build and develop profitable consumer and commercial customer relationships while maintaining our role as a community bank.

Waterstone Mortgage Corporation.

Our primary focus is to build and develop profitable consumer and commercial customer relationships while maintaining our role as a

community bank.

Waterstone Mortgage

Waterstone Mortgage Corporation faces competition for originating loans both directly within the markets in which it operates and from entities that provide services throughout the United States through internet services.

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Lending Activities

The scope of the discussion included under “Lending Activities” is limited to lending operations related to loans originated for investment.

The scope of the discussion included under “Lending Activities” is limited to lending operations related to loans originated for

A discussion of the lending activities related to loans originated for sale is included under “Mortgage Banking Activities.”

Historically, our principal lending activity has been originating mortgage loans for the purchase or refinancing of residential and commercial real estate.

Historically, our principal lending activity has been originating mortgage loans for the purchase or refinancing

of residential and commercial real estate.

Generally, we retain the loans that we originate, which we refer to as loans originated for investment.

One- to four-family residential mortgage loans represented $426.8 million, or 31.0%, of our total loan portfolio at December 31, 2020.

Multi-family residential mortgage loans represented $571.9 million, or 41.6%, of our total loan portfolio at December 31, 2020.

Commercial real estate loans represented $238.4 million, or 17.3%, of our total loan portfolio at December 31, 2020.

One- to four-family residential mortgage loans represented $$300.5 million, or 24.9%, of our total loan portfolio at

December 31, 2021.

Multi-family residential mortgage loans represented $$538.0 million, or 44.6%, of our total loan portfolio at

December 31, 2021.

Commercial real estate loans represented $$250.7 million, or 20.8%, of our total loan portfolio at

December 31, 2021.

We also offer construction and land loans, home equity lines of credit and commercial loans.

At December 31, 2020, commercial business loans, home equity loans, and land and construction loans totaled $45.4 million, $14.8 million and $77.1 million, respectively.

The largest exposure to one borrower or group of related borrowers was $40.7 million in the multi-family category.

At December 31, 2021, commercial business loans, home equity loans, and construction and land loans totaled $$22.3 million, $$11.0 million and $$82.6 million, respectively.

The largest exposure to one borrower or group of related borrowers was $40.1 million in the multi-family

The borrower represented a total of 3.3% of the total loan portfolio as of December 31, 2021.

Loan Portfolio Composition.

Loan Portfolio

The following table sets forth the composition of our loan portfolio in dollar amounts and as a percentage of the total portfolio at the dates indicated.

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Allowance for loan losses

Loan Portfolio Maturities and Yields.

Loan Portfolio

Maturities and Yields.

The following table summarizes the final maturities of our loan portfolio at December 31, 2021 .

Maturities are based upon the final contractual payment dates and do not reflect the impact of prepayments and scheduled monthly payments that will occur.

Maturities are based upon the final contractual payment dates and do not reflect

the impact of prepayments and scheduled monthly payments that will occur.

One- to four-family

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Construction and land

One- to Four-Family Residential Mortgage Loans.

Four-Family Residential Mortgage Loans.

One- to four-family residential mortgage loans totaled $$300.5 million, or 24.9% of total loans at December 31, 2021.

Our one- to four-family residential mortgage loans have fixed or adjustable rates.

Our single family adjustable-rate mortgage loans generally provide for maximum annual rate adjustments of 200 basis points, with a lifetime maximum adjustment of 600 basis points.

Our single family adjustable-rate mortgage loans generally provide for maximum annual rate adjustments of 200 basis points, with a lifetime maximum adjustment of 600

basis points.

Our adjustable-rate mortgage loans typically amortize over terms of up to 30 years, and are indexed to the 12-month LIBOR rate.

Single family adjustable rate mortgage loans are originated at both our community banking segment and our mortgage banking segment.

Single family adjustable rate mortgage loans are originated at both our community banking segment and our

mortgage banking segment.

We do not offer and have never offered residential mortgage loans specifically designed for borrowers with sub-prime credit scores, including Alt-A and negative amortization loans.

Adjustable rate mortgage loans can decrease the interest rate risk associated with changes in market interest rates by periodically repricing, but involve other risks because, as interest rates increase, the loan payments by the borrower increase, thus increasing the potential for default by the borrower.

At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates.

Upward adjustment of the contractual interest rate is also limited by the maximum periodic and lifetime interest rate adjustments permitted by our loan documents and, therefore, the effectiveness of adjustable rate mortgage loans in decreasing the risk associated with changes in interest rates may be limited during periods of rapidly rising interest rates.

Moreover, during periods of rapidly declining interest rates the interest income received from the adjustable rate loans can be significantly reduced, thereby adversely affecting interest income.

All residential mortgage loans that we originate include “due-on-sale” clauses, which give us the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise transfers the real property subject to the mortgage and the loan is not repaid.

We also require homeowner’s insurance and where circumstances warrant, flood insurance, on properties securing real estate loans.

Adjustable rate mortgage loans can decrease the interest rate risk associated with changes in market interest rates by periodically

repricing, but involve other risks because, as interest rates increase, the loan payments by the borrower increase, thus increasing the potential for default by the borrower.

At the same time, the marketability of the underlying collateral may be

adversely affected by higher interest rates.

Upward adjustment of the contractual interest rate is also limited by the maximum periodic and lifetime interest rate adjustments permitted by our loan documents and, therefore, the effectiveness of

adjustable rate mortgage loans in decreasing the risk associated with changes in interest rates may be limited during periods of rapidly rising interest rates.

Moreover, during periods of rapidly declining interest rates the interest income received

from the adjustable rate loans can be significantly reduced, thereby adversely affecting interest income.

All residential mortgage loans that we originate include “due-on-sale” clauses, which give us the right to declare a loan immediately

due and payable in the event that, among other things, the borrower sells or otherwise transfers the real property subject to the mortgage and the loan is not repaid.

We also require homeowner’s insurance and where circumstances warrant, flood

insurance, on properties securing real estate loans.

The average one- to four-family first mortgage loan balance was approximately $210,000 on December 31, 2021, and the largest outstanding balance on that date was $6.0 million, which is a consolidation loan that is collateralized by 86 single family properties.

A total of 52.3% of our one- to four-family loans are collateralized by properties in the state of Wisconsin.

Multi-family Real Estate Loans.

A total of 56.2% of our one- to four-family loans are

collateralized by properties in the state of Wisconsin.

Multi-family Real

Estate Loans.

Multi-family loans totaled $$538.0 million, or 44.6% of total loans at December 31, 2021 .

These loans are generally secured by properties located in our primary market area.

Our multi-family real estate underwriting policies generally provide that such real estate loans may be made in amounts of up to 80% of the appraised value of the property provided the loan complies with our current loans-to-one borrower limit.

Multi-family real estate loans are offered with interest rates that are fixed for periods of up to five years or are variable and either adjust based on a market index or at our discretion.

Our multi-family real estate underwriting policies generally provide that such real estate loans may be made in amounts of up to

80% of the appraised value of the property provided the loan complies with our current loans-to-one borrower limit.

Multi-family real estate loans are offered with interest rates that are fixed for periods of up to five years or are variable and

either adjust based on a market index or at our discretion.

Contractual maturities do not exceed 10 years while principal and interest payments are typically based on a 30-year amortization period.

In reaching a decision whether to make a multi-family real estate loan, we consider gross revenues and the net operating income of the property, the borrower’s expertise and credit history, global cash flows, and the appraised value of the underlying property.

We will also consider the terms and conditions of the leases and the credit quality of the tenants.

We generally require that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before interest, income taxes, depreciation and amortization divided by interest expense and current maturities of long term debt) of at least 1.15 times.

Generally, multi-family loans made to corporations, partnerships and other business entities require personal guarantees from the principals and by the owners of 20% or more of the borrower.

A multi-family borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement updates, payment history reviews and periodic face-to-face meetings with the borrower.

In reaching a decision whether to make a

multi-family real estate loan, we consider gross revenues and the net operating income of the property, the borrower’s expertise and credit history, global cash flows, and the appraised value of the underlying property.

We will also consider the

terms and conditions of the leases and the credit quality of the tenants.

We generally require that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before interest, income taxes, depreciation

and amortization divided by interest expense and current maturities of long term debt) of at least 1.15 times.

Generally, multi-family loans made to corporations, partnerships and other business entities require personal guarantees from the

principals and by the owners of 20% or more of the borrower.

A multi-family borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement updates,

payment history reviews and periodic face-to-face meetings with the borrower.

We generally require borrowers with aggregate outstanding balances exceeding $1.0 million to provide updated financial statements and federal tax returns annually.

These requirements also apply to most guarantors on these loans.

requirements also apply to most guarantors on these loans.

We also require borrowers with rental investment property to provide an annual report of income and expenses for the property, including a tenant list and copies of leases, as applicable.

The average outstanding multi-family mortgage loan balance was approximately $1.0 million on December 31, 2020, with the largest outstanding balance at $11.8 million.

Loans secured by multi-family real estate generally involve larger principal amounts than owner-occupied, one- to four-family residential mortgage loans.

Because payments on loans secured by multi-family properties often depend on the successful operation or management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy.

Home Equity Loans and Lines of Credit .

We also offer home equity loans and home equity lines of credit, both of which are secured by owner-occupied and non-owner occupied one- to four-family residences.

At December 31, 2020, outstanding home equity loans and equity lines of credit totaled $14.8 million, or 1.1% of total loans outstanding.

The average outstanding multi-family mortgage loan balance was approximately $1.1 million on December 31, 2021, with the largest

outstanding balance at $11.5 million.

Loans secured by multi-family real estate generally involve larger principal amounts than owner-occupied, one- to four-family

residential mortgage loans.

Because payments on loans secured by multi-family properties often depend on the successful operation or management of

the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy.

Home Equity Loans

and Lines of Credit .

We also offer home equity loans and home equity lines of credit, both of which are secured by owner-occupied and

non-owner occupied one- to four-family residences.

At December 31, 2021, outstanding home equity loans and equity lines of credit

totaled $$11.0 million, or 0.9%

of total loans outstanding.

At December 31, 2021, the unadvanced portion of home equity lines of credit totaled $12.0 million.

The underwriting standards utilized for home equity loans and home equity lines of credit include a determination of the applicant’s credit history, an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan, and the value of the collateral securing the loan.

underwriting standards utilized for home equity loans and home equity lines of credit include a determination of the applicant’s credit history, an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan,

and the value of the collateral securing the loan.

Home equity loans are offered with adjustable rates of interest and with terms up to seven years.

The loan-to-value ratio for our home equity loans and our lines of credit is generally limited to 90% when combined with the first security lien, if applicable.

The loan-to-value ratio for our home equity loans and our lines of credit is generally limited to

90% when combined with the first security lien, if applicable.

Our home equity lines of credit have ten-year terms and adjustable rates of interest, subject to a contractual floor, which are indexed to the prime rate, as reported in The Wall Street Journal .

Interest rates on home equity lines of credit are generally limited to a maximum rate of 18%.

The average outstanding home equity loan balance was approximately $43,000 at December 31, 2020, with the largest outstanding balance at that date of $334,000.

Construction and Land Loans.

The average outstanding home

equity loan balance was approximately $41,000 at December 31, 2021, with the largest outstanding balance at that date of $291,000.

Construction and

We originate construction loans for the acquisition of land and the construction of single-family residences, multi-family residences, and commercial real estate buildings.

At December 31, 2020, construction and land loans totaled $77.1 million, or 5.6% of total loans.

At December 31, 2021, construction and land loans totaled $$82.6

million, or 6.9% of total loans.

A total of $50.3 million had yet to be advanced as of December 31, 2021.

Our construction mortgage loans generally provide for the payment of interest only during the construction phase, which is typically up to nine months for single-family residences although our policy is to consider construction periods as long as three years for multi-family residences and commercial buildings.

Our construction mortgage loans generally provide for the

payment of interest only during the construction phase, which is typically up to nine months for single-family residences although our policy is to consider construction periods as long as three years for multi-family residences and commercial

At the end of the construction phase, the construction loan converts to a longer-term mortgage loan upon stabilization.

Construction loans can be made with a maximum loan-to-value ratio of 90%, provided that the borrower obtains private mortgage insurance if the owner-occupied residential loan balance exceeds 80% of the lesser of the appraised value or acquisition cost of the secured property.

The average outstanding construction loan balance totaled approximately $2.9 million on December 31, 2020 , with the largest outstanding balance at $17.9 million.

The average outstanding land loan balance was approximately $303,000 on December 31, 2020 , and the largest outstanding balance on that date was $1.8 million.

Construction loans can be made with a maximum loan-to-value ratio of 90%, provided that the borrower obtains private

mortgage insurance if the owner-occupied residential loan balance exceeds 80% of the lesser of the appraised value or acquisition cost of the secured property.

The average outstanding construction loan balance totaled approximately $3.8 million on

December 31, 2021 , with the largest outstanding

balance at $11.1 million.

The average outstanding land loan balance was approximately $150,000 on December 31, 2021 , and the largest outstanding balance on that date was $627,000.

Before making a commitment to fund a construction loan, we require an appraisal of the property by an independent licensed appraiser.

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Loan proceeds are disbursed after inspection based on either the percentage of completion method or the actual cost of the completed work.

Construction financing is generally considered to involve a higher degree of credit risk than longer-term financing on improved, owner-occupied real estate.

Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions.

Construction financing is generally considered to involve a higher degree of credit risk than longer-term financing on improved,

owner-occupied real estate.

and other assumptions.

If the estimate of construction cost is inaccurate, we may be required to advance funds beyond the amount originally committed in order to protect the value of the property.

Additionally, if the estimate of value is inaccurate, we may be confronted with a project, when completed, with a value that is insufficient to ensure full repayment of the loan.

Commercial Real Estate Loans.

Commercial real estate loans totaled $238.4 million at December 31, 2020, or 17.3% of total loans, and are made up of loans secured by office and retail buildings, industrial buildings, churches, restaurants, other retail properties and mixed use properties.

Additionally, if the estimate of value is inaccurate,

we may be confronted with a project, when completed, with a value that is insufficient to ensure full repayment of the loan.

Commercial Real

Estate Loans.

Commercial real estate loans totaled $$250.7 million at December 31, 2021, or 20.8% of total loans, and are made up of loans secured by office and retail buildings, industrial buildings, churches, restaurants, other retail properties and mixed use

These loans are generally secured by property located in our primary market area.

Our commercial real estate underwriting policies provide that such real estate loans may be made in amounts of up to 80% of the appraised value of the property.

Our commercial real estate underwriting policies provide that such real estate loans may be made in amounts of up to 80% of the appraised value of the

Commercial real estate loans are offered with interest rates that are fixed up to five years or are variable and either adjust based on a market index or at our discretion.

Contractual maturities do not exceed 10 years while principal and interest payments are typically based on a 20 to 25-year amortization period.

In reaching a decision whether to make a commercial real estate loan, we consider gross revenues and the net operating income of the property, the borrower’s expertise and credit history, business and global cash flow, and the appraised value of the underlying property.

Contractual maturities do not exceed 10 years while principal and

interest payments are typically based on a 20 to 25-year amortization period.

In reaching a decision whether to make a commercial real estate loan, we consider gross revenues and the net operating income of the property, the borrower’s expertise and

credit history, business and global cash flow, and the appraised value of the underlying property.

In addition, we will also consider the terms and conditions of the leases and the credit quality of the tenants, if applicable.

We generally require

that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before interest, income taxes, depreciation and amortization divided by interest expense and current maturities of long term debt) of at

least 1.15 times.

Environmental surveys are required for commercial real estate loans when environmental risks are identified.

Generally, commercial real estate loans made to corporations, partnerships and other business entities require personal guarantees by the principals and by the owners of 20% or more of the borrower.

A commercial real estate borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement updates, payment history reviews and periodic face-to-face meetings with the borrower.

Generally, commercial real estate loans made to corporations, partnerships and other business entities require personal

guarantees by the principals and by the owners of 20% or more of the borrower.

A commercial real estate borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement

updates, payment history reviews and periodic face-to-face meetings with the borrower.

We generally require borrowers with aggregate outstanding balances exceeding $1.0 million to provide annual updated financial statements and federal tax returns.

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We also require borrowers to provide an annual report of income and expenses for the property, including a tenant list and copies of leases, as applicable.

The average commercial real estate loan in our portfolio at December 31, 2020 was approximately $899,000, and the largest outstanding balance at that date was $13.0 million.

The average commercial real

estate loan in our portfolio at December 31, 2021 was approximately $946,000, and the largest outstanding balance at that date was $12.7

Commercial Loans.

Commercial loans totaled $45.4 million at December 31, 2020, or 3.3% of total loans, and are made up of loans secured by accounts receivable, inventory, equipment and real estate.

Commercial loans totaled $$22.3

million at December 31, 2021, or 1.85%

of total loans, and are made up of loans secured by accounts receivable, inventory, equipment and real estate.

Included in commercial loans are the Paycheck Protection Program (PPP) loans, which totaled $1.8 million at December 31, 2021.

As a qualified SBA lender, we were automatically authorized to originate PPP loans.

The Company is actively participating in assisting our customers with applications for resources through the program.

PPP loans have:

(a) an interest rate of 1.0%, (b) a five-year loan term to maturity for loans made on or after June 5, 2020 (loans made prior to June 5, 2020 have a two-year term, however borrowers and lenders may mutually agree to extend the maturity for such loans to five years);

and (c) principal and interest payments deferred for six months from the date of disbursement.

(a) an interest rate of 1.0%, (b)

a five-year loan term to maturity for loans made on or after June 5, 2020 (loans made prior to June 5, 2020 have a two-year term, however borrowers and lenders may mutually agree to extend the maturity for such loans to five years);

and (c) principal

and interest payments deferred for six months from the date of disbursement.

The SBA will guarantee 100% of the PPP loans made to eligible borrowers.

The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP.

The entire principal amount of the borrower’s PPP loan, including any accrued interest, is

eligible to be reduced by the loan forgiveness amount under the PPP.

Our commercial loans are generally made to borrowers that are located in our primary market area.

Working capital lines of credit are granted for the purpose of carrying inventory and accounts receivable or purchasing equipment.

Working capital lines of credit are

granted for the purpose of carrying inventory and accounts receivable or purchasing equipment.

These lines require that certain collateral levels must be maintained and are monitored on a monthly or quarterly basis.

Working capital lines of credit are short-term loans of 12 months or less with variable interest rates.

At December 31, 2020, the unadvanced portion of working capital lines of credit totaled $19.2 million.

Working capital lines of credit

are short-term loans of 12 months or less with variable interest rates.

At December 31, 2021, the unadvanced portion of working capital

lines of credit totaled $17.9 million.

Outstanding balances fluctuate up to the maximum commitment amount based on fluctuations in the balance of the underlying collateral.

Personal property loans secured by equipment are considered commercial business loans and are generally made for terms of up to 84 months and for up to 80% of the value of the underlying collateral.

Personal property loans secured by equipment are considered commercial

business loans and are generally made for terms of up to 84 months and for up to 80% of the value of the underlying collateral.

Interest rates on equipment loans may be either fixed or variable.

Commercial business loans are generally variable rate loans with initial fixed rate periods of up to five years.

A commercial business borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement updates, usually quarterly, payment history reviews and periodic face-to-face meetings with the borrower.

Commercial business loans are generally variable rate

loans with initial fixed rate periods of up to five years.

A commercial business borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement

updates, usually quarterly, payment history reviews and periodic face-to-face meetings with the borrower.

Excluding the PPP loan balance, the average outstanding commercial loan at December 31, 2021 was $248,000 and the largest outstanding balance on that date was $5.9 million.

Origination and Servicing of Loans.

Origination and

Servicing of Loans.

All loans originated for investment are underwritten pursuant to internally developed policies and procedures.

While we generally underwrite owner-occupied residential mortgage loans to Freddie Mac and Fannie Mae standards, due to several unique characteristics, our loans originated prior to 2008 do not conform to the secondary market standards.

The unique features of these loans include interest payments in advance of the month in which they are earned and discretionary rate adjustments that are not tied to an independent index.

While we generally underwrite owner-occupied residential mortgage loans to Freddie Mac and Fannie Mae

standards, due to several unique characteristics, our loans originated prior to 2008 do not conform to the secondary market standards.

The unique features of these loans include interest payments in advance of the month in which they are earned and

discretionary rate adjustments that are not tied to an independent index.

Exclusive of our mortgage banking operations, we retain in our portfolio all of the loans that we originate.

At December 31, 2021, WaterStone Bank was not servicing any loan it originated and subsequently sold to unrelated third parties.

Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, contacting delinquent mortgagors, supervising foreclosures and property dispositions in the event of unremedied defaults, making certain insurance and tax payments on behalf of the borrowers and generally administering the loans.

Loan Approval Procedures and Authority .

WaterStone Bank’s lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by WaterStone Bank’s board of directors.

The loan approval process is intended to assess the borrower’s ability to repay the loan, the viability of the loan and the adequacy of the value of the property that will secure the loan, if applicable.

Loan servicing includes

collecting and remitting loan payments, accounting for principal and interest, contacting delinquent mortgagors, supervising foreclosures and property dispositions in the event of unremedied defaults, making certain insurance and tax payments on

behalf of the borrowers and generally administering the loans.

Loan Approval

Procedures and Authority .

WaterStone Bank’s lending activities follow written, non-discriminatory, underwriting standards and loan

origination procedures established by WaterStone Bank’s board of directors.

The loan approval process is intended to assess the borrower’s ability to repay the loan, the viability of the loan and the adequacy of the value of the property that will

secure the loan, if applicable.

To assess the borrower’s ability to repay, we review the employment and credit history and information on the historical and projected income and expenses of borrowers.

Loan officers, with concurrence from independent credit officers and underwriters, are authorized to approve and close any loan that qualifies under WaterStone Bank underwriting guidelines within the following lending limits:

Any secured mortgage loan up to $500,000 for a borrower with total outstanding loans from us of less than $1.0 million that is independently underwritten can be approved by the Chief Credit Officer or select lending personnel.

Any secured mortgage loan up to $1.0 million can be approved jointly the Chief Executive Officer and Chief Lending Officer.

Any secured mortgage loan ranging from $500,001 to $3.0 million or any new loan to a borrower with outstanding loans from us exceeding $1.0 million must be approved by the Officer Loan Committee.

Any non-real estate loan up to $250,000 for a borrower with total outstanding loans from us of less than $250,000 that is independently underwritten can be approved by select lending personnel.

Any non-real estate loan up to $500,000 for a borrower with total outstanding loans from us of less than $500,000 that is independently underwritten can be approved by the Chief Executive Officer, Chief Lending Officer or Business Banking Manager.

Any non-real estate loan ranging from $500,001 to $3.0 million or any new non-real estate loan to a borrower with outstanding loans exceeding $500,000 must be approved by the Officer Loan Committee.

Loan officers, with concurrence from independent

credit officers and underwriters, are authorized to approve and close any loan that qualifies under WaterStone Bank underwriting guidelines within the following lending limits:

Any secured mortgage loan up to $500,000 for a borrower with total outstanding loans from us of less than $1.0 million that is independently

underwritten can be approved by the Chief Credit Officer or select lending personnel.

Any secured mortgage loan up to $1.0 million can be approved jointly the Chief Executive Officer.

Any secured mortgage loan ranging from $500,001 to $3.0 million or any new loan to a borrower with outstanding loans from us exceeding $1.0 million

must be approved by the Officer Loan Committee.

Any non-real estate loan up to $250,000 for a borrower with total outstanding loans from us of less than $250,000 that is independently

underwritten can be approved by select lending personnel.

Any non-real estate loan up to $500,000 for a borrower with total outstanding loans from us of less than $500,000 that is independently

underwritten can be approved by the Chief Executive Officer or Business Banking Manager.

Any non-real estate loan ranging from $500,001 to $3.0 million or any new non-real estate loan to a borrower with outstanding loans exceeding

$500,000 must be approved by the Officer Loan Committee.

Any new loan over $3.0 million must be approved by the Officer Loan Committee and the board of directors prior to closing.

Any new loan to a borrower with outstanding loans from us exceeding $10.0 million must be reviewed by the board of directors.

Any new loan to a

borrower with outstanding loans from us exceeding $10.0 million must be reviewed by the board of directors.

Asset Quality

When a loan becomes more than 30 days delinquent, WaterStone Bank sends a letter advising the borrower of the delinquency.

The borrower is given a specific date by which delinquent payments must be made or by which they must contact WaterStone Bank to make arrangements to bring the loan current over a longer period of time.

If the borrower fails to bring the loan current within the specified time period or to make arrangements to cure the delinquency over a longer period of time, the matter is referred to legal counsel and foreclosure or other collection proceedings are considered.

is given a specific date by which delinquent payments must be made or by which they must contact WaterStone Bank to make arrangements to bring the loan current over a longer period of time.

If the borrower fails to bring the loan current within the

specified time period or to make arrangements to cure the delinquency over a longer period of time, the matter is referred to legal counsel and foreclosure or other collection proceedings are considered.

All loans are reviewed on a regular basis, and loans are placed on non-accrual status when they become 90 or more days delinquent.

When loans are placed on non-accrual status, unpaid accrued interest is reversed, and further income is recognized only to the extent received when collection of the remaining principal balance is reasonably assured.

Non-Performing Assets.

loans are placed on non-accrual status, unpaid accrued interest is reversed, and further income is recognized only to the extent received when collection of the remaining principal balance is reasonably assured.

Non-Performing

Non-performing assets consist of non-accrual loans and other real estate owned.

Loans are generally placed on non-accrual status when contractually past due 90 days or more as to interest or principal payments.

Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, management may place such loans on non-accrual status immediately, rather than waiting until the loan becomes 90 days past due.

At the time a loan is placed on non-accrual status, previously accrued and uncollected interest on such loans is reversed and additional income is recorded only to the extent that payments are received and the collection of principal is reasonably assured.

Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

The table below sets forth the amounts and categories of our non-accrual loans and real estate owned at the dates indicated.

Additionally,

whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, management may place such loans on non-accrual status immediately, rather than waiting until the loan becomes

90 days past due.

principal is reasonably assured.

total contractual principal and interest is no longer in doubt.

The table below sets forth the amounts and categories of our non-accrual loans and real estate owned at the dates

At December 31,

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All loans that meet or exceed 90 days with respect to past due principal and interest are recognized as non-accrual.

Troubled debt restructurings which are still on non-accrual status either due to being past due 90 days or greater, or which have not yet performed under the modified terms for a reasonable period of time, are included in the table above.

In addition, loans which are past due less than 90 days are evaluated to determine the likelihood of collectability given other credit risk factors such as early stage delinquency, the nature of the collateral or the results of a borrower fiscal review.

When the collection of all contractual principal and interest is determined to be unlikely, the loan is moved to non-accrual status and an updated appraisal of the underlying collateral is ordered.

This process generally takes place between 60 and 90 days past contractual due dates.

Upon determining the updated estimated value of the collateral, a loan loss provision is recorded to establish a specific reserve to the extent that the outstanding principal balance exceeds the updated estimated net realizable value of the collateral.

Troubled debt

restructurings which are still on non-accrual status either due to being past due 90 days or greater, or which have not yet performed under the modified terms for a reasonable period of time, are included in the table above.

In addition, loans which

are past due less than 90 days are evaluated to determine the likelihood of collectability given other credit risk factors such as early stage delinquency, the nature of the collateral or the results of a borrower fiscal review.

When the collection

of all contractual principal and interest is determined to be unlikely, the loan is moved to non-accrual status and an updated appraisal of the underlying collateral is ordered.

This process generally takes place between 60 and 90 days past

contractual due dates.

value of the collateral.

When a loan is determined to be uncollectible, generally coinciding with the initiation of foreclosure action, the specific reserve is reviewed for adequacy, adjusted if necessary, and charged-off.

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Balance at end of year

Total non-accrual loans decreased by $1.5 million, or 20.9%, to $5.6 million as of December 31, 2020 compared to $7.0 million as of December 31, 2019.

Total non-accrual loans increased by $14,000 to $$5.6 million as of December 31, 2021 compared to December 31, 2020.

The ratio of non-accrual loans to total loans receivable was 0.46% at December 31, 2021 compared to 0.40% at December 31, 2020.

During the year ended December 31, 2020, $637,000 was transferred to real estate owned, $11,000 in loan principal was charged off, $1.7 million in principal payments were received and $2.5 million in loans were returned to accrual status.

Offsetting this activity, $3.4 million in loans were placed on non-accrual status during the year ended December 31, 2020.

Of the $5.6 million in total non-accrual loans as of December 31, 2020, $4.5 million in loans have been specifically reviewed to assess whether a specific valuation allowance is necessary.

A specific valuation allowance is established for an amount equal to the impairment when the carrying value of the loan exceeds the present value of expected future cash flows, discounted at the loan’s original effective interest rate or the fair value of the underlying collateral with an adjustment made for costs to dispose of the asset.

Based upon these specific reviews, a total of $214,000 in partial charge-offs have been recorded with respect to these loans as of December 31, 2020.

Partially charged-off loans measured for impairment based upon net realizable collateral value are maintained in a “non-performing” status and are disclosed as impaired loans.

In addition, specific reserves totaling $23,000 have been recorded as of December 31, 2020.

During the year ended December 31, 2021, no loans

transferred to real estate owned, $$12,000 in loan principal was charged off, $$1.6 million in principal payments were received and $$1.8

million in loans were returned to accrual status.

Offsetting this activity, $$3.4 million in loans were placed on non-accrual status

during the year ended December 31, 2021.

Of the $$5.6 million in

total non-accrual loans as of December 31, 2021, $4.2 million in loans have been specifically reviewed to assess whether a specific

valuation allowance is necessary.

effective interest rate or the fair value of the underlying collateral with an adjustment made for costs to dispose of the asset.

Based upon these specific reviews, a total of $30,000 in partial charge-offs have been recorded with respect to these

loans as of December 31, 2021.

Partially charged-off loans measured for impairment based upon net realizable collateral value are

maintained in a “non-performing” status and are disclosed as impaired loans.

There were no specific reserve as of December 31, 2021.

The remaining $1.4 million of non-accrual loans were reviewed on an aggregate basis and $210,000 in general valuation allowance was deemed necessary related to those loans as of December 31, 2021.

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The outstanding principal balance of our five largest non-accrual loans as of December 31, 2021 totaled $3.5 million, which represents 62.7% of total non-accrual loans as of that date.

These five loans did not have any charge-offs or require any specific valuation allowances as of December 31, 2020.

Interest payments received are treated as interest income on a cash basis as long as the remaining book value of the loan (i.e., after charge-off of all identified losses) is deemed to be fully collectible.

These five loans did not have any charge-offs or require any specific valuation

allowances as of December 31, 2021.

Interest payments received are treated as interest income on a cash basis as long as the remaining book value of the loan (i.e., after

charge-off of all identified losses) is deemed to be fully collectible.

If the remaining book value is not deemed to be fully collectible, all payments received are applied to unpaid principal.

Determination as to the ultimate collectability of the remaining book value is supported by an updated credit department evaluation of the borrower's financial condition and prospects for repayment, including consideration of the borrower's sustained historical repayment performance and other relevant factors.

There was one accruing loan with a balance of $586,000 past due 90 days or more during the years ended December 31, 2020.

The Company believed the loan was well collateralized and full collection of principal and interest was expected.

Determination as to the ultimate collectability of the

remaining book value is supported by an updated credit department evaluation of the borrower's financial condition and prospects for repayment, including consideration of the borrower's sustained historical repayment performance and other relevant

There were no accruing loans past due 90 days or more during the years ended December 31, 2021 or 2019.

Troubled Debt Restructurings.

There was one accruing loan with a balance of $586,000 past due 90 days or more during the year ended December 31, 2020.

The Company received

full payment shortly after December 31, 2020.

Troubled Debt

Restructurings.

The following table summarizes troubled debt restructurings by the Company’s internal risk rating.

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Total troubled debt restructurings

Troubled debt restructurings totaled $11.6 million at December 31, 2020, compared to $4.0 million at December 31, 2019.

Troubled debt restructurings totaled $$4.0

million at December 31, 2021, compared to $$11.6 million at December 31, 2020.

At December 31, 2021, all of the troubled debt restructurings were performing in accordance with their restructured terms.

All troubled debt restructurings are considered to be impaired and are risk rated as either substandard or watch and are included in the internal risk rating tables disclosed in the notes to the consolidated financial statements.

Specific reserves have been established to the extent that the collateral-based impairment analyses indicate that a collateral shortfall exists or to the extent that a discounted cash flow analysis results in an impairment.

We do not participate in government-sponsored troubled debt restructuring programs.

Under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, loans less than 30 days past due as of December 31, 2019 and COVID-19 modifications are considered current.

A financial institution suspended the requirements under accounting principles generally accepted in the United States (US GAAP) for loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (“TDR”).

All troubled debt restructurings are considered to be

impaired and are risk rated as either substandard or watch and are included in the internal risk rating tables disclosed in the notes to the consolidated financial statements.

Specific reserves have been established to the extent that the

collateral-based impairment analyses indicate that a collateral shortfall exists or to the extent that a discounted cash flow analysis results in an impairment.

Under the Coronavirus Aid, Relief, and Economic Security ("CARES Act"), loans less than 30 days past due as of December 31, 2019 and

COVID-19 modifications are considered current.

A financial institution suspended the requirements under accounting principles generally accepted in the United States ("GAAP") for loan modifications related to COVID-19 that would otherwise be

categorized as a troubled debt restructuring (“TDR”).

This includes a suspension of the requirement to determine impairment of these modifications for accounting purposes.

In keeping with regulatory guidance to work with borrowers during this unprecedented situation, the Company has executed a payment deferral program for our lending clients that are adversely affected by the pandemic.

As of December 31, 2020, the Company had modified a total of $1.2 million consisting of principal or principal and interest.

The $1.2 million in deferrals are not considered troubled debt restructurings.

In keeping with regulatory guidance to work with borrowers during this

unprecedented situation, the Company has executed a payment deferral program for our lending clients that are adversely affected by the pandemic.

The Company held approximately $3.3 million in loans, representing 0.3% of the total loan portfolio as

of December 31, 2021, which had been modified as either a deferment of principal or principal and interest since the beginning of the pandemic.

Of the $3.3 million in loans, $405,000 qualify as modifications under the CARES Act.

The remaining $2.9

million is composed of three loan relationships that are classified as troubled debt restructurings.

Our troubled debt restructurings are short-term modifications.

Typical initial restructured terms include six to twelve months of principal forbearance, a reduction in interest rate or both.

Typical initial restructured terms include six to twelve months of

principal forbearance, a reduction in interest rate or both.

Restructured terms do not include a reduction of the outstanding principal balance unless mandated by a bankruptcy court.

Troubled debt restructuring terms may be renewed or further modified at the end of the initial term for an additional period if performance has been acceptable and the short-term borrower difficulty persists.

Information with respect to the accrual status of our troubled debt restructurings is provided in the following table.

Troubled debt restructuring terms may be renewed or further

modified at the end of the initial term for an additional period if performance has been acceptable and the short-term borrower difficulty persists.

Information with respect to the accrual status of our troubled debt restructurings is provided in the following

At December 31,

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Balance at end of period

Interest payments received on non-accrual troubled debt restructurings are treated as interest income on a cash basis as long as the remaining book value of the loan (i.e., after charge-off of all identified losses) is deemed to be fully collectible.

Interest payments received on non-accrual troubled debt restructurings are treated as interest income on a cash basis as long as the

remaining book value of the loan (i.e., after charge-off of all identified losses) is deemed to be fully collectible.

If the remaining book value is not deemed to be fully collectible, all payments received are applied to unpaid principal.

If a restructured loan is current in all respects and a minimum of six consecutive restructured payments have been received, it can be considered for return to accrual status.

After a restructured loan that is current in all respects reverts to contractual/market terms, if a credit department review indicates no evidence of elevated market risk, the loan is removed from the troubled debt restructuring classification.

historical repayment performance and other relevant factors.

If a restructured loan is current in all respects and a minimum of six consecutive restructured payments have been received, it can be

considered for return to accrual status.

troubled debt restructuring classification.

The restructured loan will be classified as a troubled debt restructuring for at least the calendar year after the modification even after returning to a contractual/market rate and accrual status.

Loan Delinquency.

The following table summarizes loan delinquency in total dollars and as a percentage of the total loan portfolio:

following table summarizes loan delinquency in total dollars and as a percentage of the total loan portfolio:

At December 31,

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Total loans past due to total loans receivable

Past due loans increased by $1.4 million, or 22.1%, to $7.9 million at December 31, 2020 from $6.5 million at December 31, 2019.

Loans past due less than 90 days increased by $2.1 million during the year ended December 31, 2020.

The increase was primarily due to a $2.1 million increase in one- to four-family loans during the year ended December 31, 2020.

Loans past due 90 days or more decreased $674,000.

The decrease in loans past due 90 days or more was primarily due to a decrease in the one-to four-family loans of $439,000 during the year ended December 31, 2020.

Potential Problem Loans.

Past due loans decreased by $834,000, or 10.6%, to $7.1 million at December 31, 2021 from $7.9 million at December 31, 2020.

Loans past due

less than 90 days decreased by $1.2 million during the year ended December 31, 2021.

The decrease was primarily due to a $1.3 million

decrease in one- to four-family loans during the year ended December 31, 2021.

Loans past due 90 days or more increased $410,000.

The increase in loans past due 90 days or more was primarily due to an increase in the one-to four-family loans of

$684,000 during the year ended December 31, 2021.

Potential Problem

We define potential problem loans as substandard loans which are still accruing interest.

We do not necessarily expect to realize losses on potential problem loans, but we recognize potential problem loans carry a higher probability of default and require additional attention by management.

The aggregate principal amounts of potential problem loans as of December 31, 2020 and 2019 were $9.6 million and $4.0 million, respectively.

Management believes it has established an adequate allowance for probable loan losses as appropriate under generally accepted accounting principles.

We do not necessarily expect to realize losses on potential problem loans, but we recognize potential problem loans carry a higher

probability of default and require additional attention by management.

The aggregate principal amounts of potential problem loans as of December 31, 2021

and 2020 were $7.9 million and $9.6 million, respectively.

Management believes it has established an adequate allowance for probable

loan losses as appropriate under generally accepted accounting principles.

Real Estate Owned.

Total real estate owned decreased by $426,000 to $322,000 at December 31, 2020, compared to $748,000 at December 31, 2019.

During the year ended December 31, 2020, $637,000 was transferred from loans to real estate owned upon completion of foreclosure.

During the same period, sales of real estate owned totaled $1.1 million.

There were no write-downs during the year ended December 31, 2020.

real estate owned decreased by $174,000 to $148,000 at December 31, 2021, compared to $322,000 at December 31, 2020.

During the year ended December 31, 2021,

no loans were transferred from loans to real estate owned upon completion of foreclosure.

During the same period, sales of real estate owned totaled $172,000.

$2,000 in other activity applied to the balance and no writedowns during the year ended December 31, 2021.

New appraisals received on real estate owned and collateral dependent impaired loans are based upon an "as is value" assumption.

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● Applying an updated adjustment factor to an existing appraisal;

● Confirming that the physical condition of the real estate has not significantly changed since the last valuation date;

● Comparing the estimated current value of the collateral to that of updated sales values experienced on similar collateral;

● Comparing the estimated current value of the collateral to that of updated values seen on current appraisals of similar collateral;

● Comparing the estimated current value to that of updated listed sales prices on our real estate owned and that of similar properties (not owned by the Company).

We owned two properties at December 31, 2020, compared to five properties as of December 31, 2019 and 12 properties at December 31, 2018.

● Confirming that the physical condition of the real estate has not significantly changed since the last

valuation date;

● Comparing the estimated current value of the collateral to that of updated sales values experienced on similar

● Comparing the estimated current value of the collateral to that of updated values seen on current appraisals of

similar collateral;

● Comparing the estimated current value to that of updated listed sales prices on our real estate owned and that

of similar properties (not owned by the Company).

We owned one property at December 31, 2021,

compared to two properties as of December 31, 2020 and five properties at December 31, 2019.

Habitable real estate owned is managed with the intent of attracting a lessee to generate revenue.

Foreclosed properties are transferred to real estate owned at estimated net realizable value, with charge-offs, if any, charged to the allowance for loan losses upon transfer to real estate owned.

The fair value is primarily based upon updated appraisals in addition to an analysis of current real estate market conditions.

Foreclosed properties are transferred to real estate owned at

estimated net realizable value, with charge-offs, if any, charged to the allowance for loan losses upon transfer to real estate owned.

The fair value is primarily based upon updated appraisals in addition to an analysis of current real estate market

Allowance for Loan Losses

We establish valuation allowances on loans that are deemed to be impaired.

A loan is considered impaired when, based on current information and events, it is probable that we will not be able to collect all amounts due according to the contractual terms of the loan agreement.

A valuation allowance is established for an amount equal to the impairment when the carrying amount of the loan exceeds the present value of the expected future cash flows, discounted at the loan’s original effective interest rate or the fair value of the underlying collateral.

A loan is considered impaired when, based on current

information and events, it is probable that we will not be able to collect all amounts due according to the contractual terms of the loan agreement.

A valuation allowance is established for an amount equal to the impairment when the carrying amount

of the loan exceeds the present value of the expected future cash flows, discounted at the loan’s original effective interest rate or the fair value of the underlying collateral.

We also establish valuation allowances based on an evaluation of the various risk components that are inherent in the loan portfolio.

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volume, growth, and composition of the loan portfolio;

adverse situations that may affect the borrower’s ability to repay;

adverse situations that may affect the

borrower’s ability to repay;

the estimated value of any underlying collateral;

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and other relevant factors.

The allowance is increased by provisions charged to earnings and recoveries of previously charged-off loans and reduced by charge-offs.

The allowance is increased by provisions charged to earnings and recoveries of previously charged-off loans and reduced by

The appropriateness of the allowance for loan losses is reviewed and approved quarterly by the WaterStone Bank board of directors.

The allowance reflects management’s best estimate of the amount needed to provide for the probable loss on impaired loans and other inherent losses in the loan portfolio, and is based on a risk model developed and implemented by management and approved by the WaterStone Bank board of directors.

Actual results could differ from this estimate, and future additions to the allowance may be necessary based on unforeseen changes in loan quality and economic conditions.

The allowance reflects management’s best estimate of the amount needed to provide for the probable loss on

impaired loans and other inherent losses in the loan portfolio, and is based on a risk model developed and implemented by management and approved by the WaterStone Bank board of directors.

Actual results could differ from this estimate, and future additions to the allowance may be necessary based on unforeseen changes in

loan quality and economic conditions.

In addition, the Federal Deposit Insurance Corporation and the WDFI, as an integral part of their examination process, periodically review WaterStone Bank’s allowance for loan losses.

Such regulators have the authority to require WaterStone Bank to recognize additions to the allowance based on their judgments of information available to them at the time of their review or examination.

Such regulators have the

authority to require WaterStone Bank to recognize additions to the allowance based on their judgments of information available to them at the time of their review or examination.

Any loan that is 90 or more days past due is placed on non-accrual and classified as a non-performing loan.

A loan is classified as impaired when it is probable that we will be unable to collect all amounts due in accordance with the terms of the loan agreement.

A loan is classified as

impaired when it is probable that we will be unable to collect all amounts due in accordance with the terms of the loan agreement.

Non-performing loans are then evaluated and accounted for in accordance with generally accepted accounting principles.

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Allowance at end of year

Allowance for loan losses to non-performing loans at end of year

Allowance for loan losses to non-accrual loans at end of year

Allowance for loan losses to loans outstanding at end of year

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Net (recoveries) charge-offs to average loans outstanding

Allocation of Allowance for Loan Losses.

Allocation of

Allowance for Loan Losses.

The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category, and the percent of loans in each category to total loans at the dates indicated.

The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

At December 31,

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Total allowance for loan losses

All impaired loans meeting the criteria established by management are evaluated individually, based primarily on the value of the collateral securing each loan and the ability of the borrowers to repay according to the terms of the loans, or based upon an analysis of the present value of the expected future cash flows under the original contract terms as compared to the modified terms in the case of certain troubled debt restructurings.

All impaired loans meeting the criteria established by management are evaluated individually, based primarily on the value of the

collateral securing each loan and the ability of the borrowers to repay according to the terms of the loans, or based upon an analysis of the present value of the expected future cash flows under the original contract terms as compared to the

modified terms in the case of certain troubled debt restructurings.

Specific loss allowances are established as required by this analysis.

At least once each quarter, management evaluates the appropriateness of the balance of the allowance for loan losses based on several factors, some of which are not loan specific, but are reflective of the inherent losses in the loan portfolio.

This process includes, but is not limited to, a periodic review of loan collectability in light of historical experience, the nature and volume of loan activity, conditions that may affect the ability of the borrower to repay, underlying value of collateral and economic conditions in our immediate market area.

All loans for which a specific loss review is not required are segregated by loan type and a loss allowance is established by using loss experience data and management’s judgment concerning other matters it considers significant including trends in non-performing loan balances, impaired loan balances, classified asset balances and the current economic environment.

At least once each quarter, management evaluates the appropriateness of the balance of the allowance for loan

losses based on several factors, some of which are not loan specific, but are reflective of the inherent losses in the loan portfolio.

This process includes, but is not limited to, a periodic review of loan collectability in light of historical

experience, the nature and volume of loan activity, conditions that may affect the ability of the borrower to repay, underlying value of collateral and economic conditions in our immediate market area.

All loans for which a specific loss review is

not required are segregated by loan type and a loss allowance is established by using loss experience data and management’s judgment concerning other matters it considers significant including trends in non-performing loan balances, impaired loan

balances, classified asset balances and the current economic environment.

The allowance is allocated to each category of loans based on the results of the above analysis.

Our underwriting policies and procedures emphasize that credit decisions must rely on both the credit quality of the borrower and the estimated value of the underlying collateral.

Our underwriting policies and procedures emphasize that credit decisions must rely on both the credit quality of the borrower and the

estimated value of the underlying collateral.

Credit quality is assured only when the estimated value of the collateral is objectively determined and is not subject to significant fluctuation.

The allowance for loan losses has been determined in accordance with generally accepted accounting principles (GAAP).

We are responsible for the timely and periodic determination of the amount of the allowance required.

Any future provisions for loan losses will continue to be based upon our assessment of the overall loan portfolio and the underlying collateral, trends in non-performing loans, current economic conditions and other relevant factors.

The allowance for loan losses has been determined in accordance with GAAP.

We are responsible for the timely and periodic determination

of the amount of the allowance required.

other relevant factors.

To the best of management's knowledge, all probable losses have been provided for in the allowance for loan losses.

The establishment of the amount of the loan loss allowance inherently involves judgments by management as to the appropriateness of the allowance, which ultimately may or may not be correct.

The establishment of the amount of the loan loss allowance inherently involves judgments by management as to the appropriateness of the

allowance, which ultimately may or may not be correct.

Higher than anticipated rates of loan default would likely result in a need to increase provisions in future years.

At December 31, 2020, the allowance for loan losses was $18.8 million, compared to $12.4 million at December 31, 2019.

At December 31, 2021,

the allowance for loan losses was $$15.8 million, compared to $$18.8 million at December 31, 2020.

As of December 31, 2021, the allowance for loan losses to total loans receivable was 1.31% and 283.06% of non-performing loans, compared to 1.37%, and 338.54%, respectively at December 31, 2020.

The increase in the allowance for loan losses during the year ended December 31, 2020 reflects worse economic conditions due to the COVID-19 pandemic along with an increase of loan downgrades to our Watch category.

Additional qualitative risk factors were applied to each of the loan categories primarily to account for the significant increase in the unemployment rate, other economic risks, and those downgrades.

Net recoveries totaled $96,000, or 0.01% of average loans for the year ended December 31, 2020, compared to net recoveries $38,000, or less than 0.01% of average loans for the year ended December 31, 2019.

The $58,000 increase in net recoveries was primarily the result of an increase in net recoveries in the one- to four-family and home equity loan categories.

Net recoveries related to loans secured by one- to four-family residential loans increased $56,000, to $66,000 in net recoveries for year ended December 31, 2020, as compared to net recoveries of $10,000 for the year ended December 31, 2019.

Net recoveries related to loans secured by home equity loans increased $31,000, to net recoveries of $14,000 for year ended December 31, 2020, as compared to net charge-offs of $17,000 for the year ended December 31, 2019.

Partially offsetting the increases in net recoveries, net recoveries related to loans secured by multi-family loans decreased $11,000 to net recoveries of $16,000 for year ended December 31, 2020, as compared to net recoveries of $27,000 for the year ended December 31, 2019.

Net charge-offs related to loans secured by construction and land loans increased $6,000 to $6,000 in charge-offs for year ended December 31, 2020, as compared to no charge-offs for the year ended December 31, 2019.

Net recoveries related to loans secured by commercial real estate loans decreased $7,000, to net recoveries of $16,000 for year ended December 31, 2020, as compared to net recoveries of $23,000 for the year ended December 31, 2019.

Net charge-offs related to consumer loans increased $5,000 to $10,000 in charge-offs for year ended December 31, 2020, as compared to $5,000 in charge-offs for the year ended December 31, 2019.

The decrease in the allowance for loan losses during the year ended December 31, 2021 reflects an improvement in certain economic factors, decreasing the required allowance related

to the loans collectively reviewed.

The overall decrease was related to each of the one- to four-family, multi family, home equity, construction and land, commercial real estate, consumer, and commercial categories.

See Note 3 of the notes to the

consolidated financial statements for further discussion on the allowance for loan losses.

Net recoveries totaled $945,000, or 0.07% of average loans for the year ended December 31, 2021, compared to net recoveries $96,000, or 0.01% of average loans for the year ended December 31, 2020.

The $849,000 increase in net recoveries was primarily the result of an increase in net recoveries in the one- to four-family and multi family categories.

Net recoveries

related to loans secured by one- to four-family residential loans increased $732,000, to $798,000 in net recoveries for year ended December 31, 2021,

as compared to net recoveries of $66,000 for the year ended December 31, 2020.

Net recoveries related to loans secured by multi family

loans increased $100,000, to net recoveries of $116,000 for year ended December 31, 2021, as compared to net recoveries of $16,000 for the year ended December 31, 2020.

Mortgage Banking Activity

In addition to the lending activities previously discussed, we also originate single-family residential mortgage loans for sale in the secondary market through Waterstone Mortgage Corporation.

Waterstone Mortgage Corporation originated $4.43 billion in mortgage loans held for sale during the year ended December 31, 2020, which was a volume increase of $1.51 billion, or 51.6%, from the $2.92 billion originated during the year ended December 31, 2019.

The increase in loan production volume was driven by a $1.18 billion, or 216.2%, increase in refinance products as mortgage rates decreased.

In addition to the lending activities previously discussed, we also originate single-family residential mortgage loans for sale in the

secondary market through Waterstone Mortgage Corporation.

Waterstone Mortgage Corporation originated, including loans sold to WaterStone Bank, $4.23 billion in mortgage loans held for sale during the year ended December 31, 2021, which was a volume decrease of $201.7 million, or 4.6%, from the $4.43 billion originated during the year ended December 31, 2020.

The decrease in loan production volume was driven by a $433.6 million, or 25.2%, decrease in refinance products as mortgage rates increased from

the prior year.

Mortgage purchase products increased $231.9 million, or 8.6%, due to an increased housing demand.

Total mortgage banking income increased $109.7 million, or 86.5%, to $236.7 million during the year ended December 31, 2020 compared to $126.9 million during the year ended December 31, 2019.

The increase in mortgage banking noninterest income was related to a 51.6% increase in volume and an 20.2% increase in gross margin on loans originated and sold for the year ended December 31, 2020 compared to December 31, 2019.

Total mortgage banking income decreased $39.1 million, or 16.5%, to $197.6 million during the year ended December 31, 2021 compared to $236.7 million during the year ended December 31, 2020.

The decrease in mortgage banking noninterest income was related to a 4.6% decrease in volume and an 11.6% decrease in gross margin on loans originated and sold for the year ended December 31, 2021 compared to December 31, 2020.

Gross margin on those loans originated and sold is the ratio of mortgage banking income (excluding the change in interest rate lock fair value) divided by total loan originations.

We sell loans on both a servicing-released and a servicing retained basis.

We sell loans on both a servicing-released and a servicing retained

Waterstone Mortgage Corporation has contracted with a third party to service the loans for which we retain servicing.

Our gross margin can be affected by the mix of both loan type (conventional loans versus governmental) and loan purpose (purchase versus refinance).

Our gross margin can be affected by the mix of both loan type (conventional loans versus governmental) and loan purpose (purchase versus

Conventional loans include loans that conform to Fannie Mae and Freddie Mac standards, whereas governmental loans are those loans guaranteed by the federal government, such as a Federal Housing Authority or U.S.

Department of Agriculture loan.

Department of Agriculture

Loans originated for the purchase of a residential property, which generally yield a higher margin than loans originated for refinancing existing loans, comprised 69.5% of total originations during the year ended December 31, 2021, compared to 61.1% of total originations during the year ended December 31, 2020.

The mix of loan type trended towards more conventional loans and less governmental loans comprising 75.8% and 24.2% of all loan originations, respectively, during the year ended December 31, 2020, compared to 69.5% and 30.5% of all loan originations, respectively, during the year ended December 31, 2019.

The mix of loan type trended towards more conventional loans and less governmental loans comprising 76.6% and 23.6% of all loan originations, respectively, during the

year ended December 31, 2021, compared to 75.8% and 24.2% of all loan originations, respectively, during the year ended December 31, 2020.

Investment Activities

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manages the back office function for WaterStone Bank’s investment portfolio.

Our Chief Financial Officer and Treasury Officer are responsible for executing purchases and sales in accordance with our investment policy and monitoring the investment activities of Wauwatosa Investments, Inc.

The investment policy is reviewed annually by management and changes to the policy are recommended to and subject to the approval of WaterStone Bank's board of directors.

Our Chief Financial Officer and Treasury Officer are

responsible for executing purchases and sales in accordance with our investment policy and monitoring the investment activities of Wauwatosa Investments, Inc.

The investment policy is reviewed annually by management and changes to the policy are

recommended to and subject to the approval of WaterStone Bank's board of directors.

Authority to make investments under the approved investment policy guidelines is delegated by the board to designated employees.

While general investment strategies are developed and authorized by management, the execution of specific actions rests with the Chief Financial Officer and Treasury Officer who may act jointly in performing security trades.

The Chief Financial Officer and Treasury Officer are responsible for ensuring that the guidelines and requirements included in the investment policy are followed and that all securities are considered prudent for investment.

The Chief Financial Officer and the Treasury Officer are authorized to execute investment transactions (purchases and sales) without the prior approval of the board provided they are within the scope of the established investment policy.

While general investment strategies

are developed and authorized by management, the execution of specific actions rests with the Chief Financial Officer and Treasury Officer who may act jointly in performing security trades.

The Chief Financial Officer and Treasury Officer are

responsible for ensuring that the guidelines and requirements included in the investment policy are followed and that all securities are considered prudent for investment.

The Chief Financial Officer and the Treasury Officer are authorized to execute

investment transactions (purchases and sales) without the prior approval of the board provided they are within the scope of the established investment policy.

Our investment policy requires that all securities transactions be conducted in a safe and sound manner.

Investment decisions are based upon a thorough analysis of each security instrument to determine its quality, inherent risks, fit within our overall asset/liability management objectives, effect on our risk-based capital measurement and prospects for yield and/or appreciation.

Consistent with our overall business and asset/liability management strategy, which focuses on sustaining adequate levels of core earnings, our investment portfolio is comprised primarily of securities that are classified as available for sale.

During the years ended December 31, 2020, 2019, and 2018, no investment securities were sold.

Investment decisions are based

upon a thorough analysis of each security instrument to determine its quality, inherent risks, fit within our overall asset/liability management objectives, effect on our risk-based capital measurement and prospects for yield and/or appreciation.

Consistent with our overall business and asset/liability management strategy, which focuses on sustaining adequate levels of core

earnings, our investment portfolio is comprised primarily of securities that are classified as available for sale.

During the years ended December 31, 2021,

2020, and 2019, no investment securities were sold.

Available for Sale Portfolio

Mortgage-backed Securities and Collateralized Mortgage Obligations.

Mortgage-backed

Securities and Collateralized Mortgage Obligations.

We purchase mortgage-backed securities and collateralized mortgage obligations guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae.

We invest in mortgage-backed securities, collateralized mortgage obligations, and private-label mortgage-backed securities to achieve positive interest rate spreads with minimal administrative expense, and to lower our credit risk.

We invest in mortgage-backed securities,

collateralized mortgage obligations, and private-label mortgage-backed securities to achieve positive interest rate spreads with minimal administrative expense, and to lower our credit risk.

We regularly monitor the credit quality of this portfolio.

Mortgage-backed securities, collateralized mortgage obligations, and private-label mortgage-backed securities are created by the pooling of mortgages and the issuance of a security.

These securities typically represent a participation interest in a pool of single-family or multi-family mortgages, although we focus our investments on mortgage related securities backed by one- to four-family mortgages.

The issuers of such securities pool and resell the participation interests in the form of securities to investors such as WaterStone Bank, and in the case of government agency sponsored issues, guarantee the payment of principal and interest to investors.

Mortgage-backed securities, collateralized mortgage obligations, and private-label mortgage-backed securities generally yield less than the loans that underlie such securities because of the cost of payment guarantees, if any, and credit enhancements.

Mortgage-backed securities, collateralized mortgage obligations, and private-label mortgage-backed securities are created by the pooling

of mortgages and the issuance of a security.

These securities typically represent a participation interest in a pool of single-family or multi-family mortgages, although we focus our investments on mortgage related securities backed by one- to

four-family mortgages.

principal and interest to investors.

guarantees, if any, and credit enhancements.

These fixed-rate securities are usually more liquid than individual mortgage loans.

At December 31, 2020, mortgage-backed securities totaled $25.1 million.

At December 31, 2021,

mortgage-backed securities totaled $19.5 million.

The mortgage-backed securities portfolio had a weighted average yield of 2.34% and a weighted average remaining life of 6.3 years at December 31, 2021.

The estimated fair value of our mortgage-backed securities portfolio at December 31, 2020 was $1.1 million greater than the amortized cost of $24.0 million.

Mortgage-backed securities valued at $7.2 million were pledged as collateral for mortgage banking activities as of December 31, 2020.

The estimated fair value of our mortgage-backed securities portfolio at December 31, 2021 was $355,000 greater than the amortized cost of $19.1 million.

Mortgage-backed securities valued at $430,000 were pledged as collateral for mortgage banking activities as of December 31, 2021.

Investments in mortgage-backed securities involve a risk that actual prepayments may differ from estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby changing the net yield on such securities.

There is also reinvestment risk associated with the cash flows from such securities or if such securities are redeemed by the issuer.

In addition, the fair value of such securities may be adversely affected in a rising interest rate environment, particularly since all of our mortgage-backed securities have a fixed rate of interest.

Investments in mortgage-backed securities involve a risk that actual prepayments may differ from estimated prepayments over the life of the

security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby changing the net yield on such securities.

There is also reinvestment risk associated with the cash flows

from such securities or if such securities are redeemed by the issuer.

In addition, the fair value of such securities may be adversely affected in a rising interest rate environment, particularly since all of our mortgage-backed securities have a

fixed rate of interest.

The relatively short weighted average remaining life of our mortgage-backed security portfolio mitigates our potential risk of loss in a rising interest rate environment.

At December 31, 2020, collateralized mortgage obligations totaled $63.3 million.

At December 31, 2020, the collateralized mortgage obligations portfolio consisted entirely of securities backed by government sponsored enterprises or U.S.

At December 31, 2021,

collateralized mortgage obligations totaled $99.3 million.

At December 31, 2021, the collateralized mortgage obligations portfolio

consisted entirely of securities backed by government sponsored enterprises or U.S.

Government agencies.

The collateralized mortgage obligations portfolio had a weighted average yield of 2.22% and a weighted average remaining life of 2.4 years at December 31, 2020.

The estimated fair value of our collateralized mortgage obligations portfolio at December 31, 2020 was $1.7 million greater than the amortized cost of $61.6 million.

Investments in collateralized mortgage obligations involve a risk that actual prepayments may differ from estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby changing the net yield on such securities.

The collateralized mortgage obligations portfolio had a weighted average yield of 1.54% and a weighted average remaining life of 3.5 years at

December 31, 2021.

The estimated fair value of our collateralized mortgage obligations portfolio at December 31, 2021 was $1.2 million less than the amortized cost of $100.5 million.

Investments in collateralized mortgage obligations involve a risk that actual

prepayments may differ from estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby changing the net yield on such

There is also reinvestment risk associated with the cash flows from such securities or if such securities are redeemed by the issuer.

In addition, the fair value of such securities may be adversely affected in a rising interest rate environment, particularly since all of our collateralized mortgage obligations have a fixed rate of interest.

The relatively short weighted average remaining life of our collateralized mortgage obligation portfolio mitigates our potential risk of loss in a rising interest rate environment.

Private-Label Mortgage-backed Securities.

In addition, the fair value of such securities may be adversely affected in a rising interest rate

environment, particularly since all of our collateralized mortgage obligations have a fixed rate of interest.

The relatively short weighted average remaining life of our collateralized mortgage obligation portfolio mitigates our potential risk of

loss in a rising interest rate environment.

Private-Label

Mortgage-backed Securities.

At December 31, 2021, private-label mortgage-backed securities totaled $2.9 million.

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The estimated fair value of our private-label mortgage-backed securities portfolio at December 31, 2021 was $30,000 greater than the amortized cost of $2.9 million.

There is also reinvestment risk associated with the cash flows from such securities or if such securities are redeemed by the issuer.

In addition, the fair value of such securities may be adversely affected in a rising interest rate environment, particularly since all of our mortgage-backed securities have a fixed rate of interest.

Investments in mortgage-backed securities involve a risk that actual prepayments may differ from estimated

prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby changing the net yield on such securities.

There is also reinvestment risk

associated with the cash flows from such securities or if such securities are redeemed by the issuer.

In addition, the fair value of such securities may be adversely affected in a rising interest rate environment, particularly since all of our

mortgage-backed securities have a fixed rate of interest.

The relatively short weighted average remaining life of our mortgage-backed security portfolio mitigates our potential risk of loss in a rising interest rate environment.

Government Sponsored Enterprise Bonds.

Government Sponsored

Enterprise Bonds.

At December 31, 2021, our Government sponsored enterprise bond portfolio totaled $2.4 million, all of which were issued by Federal National Mortgage Association ("Fannie Mae") and were classified as available for sale.

The weighted average yield on these securities was 0.60% and the weighted average remaining average life was 3.7 years at December 31, 2021.

While these securities generally provide lower yields than other investments in our securities investment portfolio, we maintain these investments, to the extent appropriate, for liquidity purposes and prepayment protection.

The estimated fair value of our government sponsored enterprise bond portfolio at December 31, 2020 was $3,000 more than the amortized cost of $2.5 million.

Municipal Obligations.

While these securities generally provide lower yields than other investments in our securities investment

portfolio, we maintain these investments, to the extent appropriate, for liquidity purposes and prepayment protection.

The estimated fair value of our government sponsored enterprise bond portfolio at December 31, 2021 was $52,000 less than the

amortized cost of $2.5 million.

These securities consist of obligations issued by school districts, counties and municipalities or their agencies and include general obligation bonds, industrial development revenue bonds and other revenue bonds.

Our investment policy requires that such municipal obligations be rated A+ or better by a nationally recognized rating agency at the date of purchase.

A security that is downgraded below investment grade will require additional analysis of creditworthiness and a determination will be made to hold or dispose of the investment.

investment policy requires that such municipal obligations be rated A+ or better by a nationally recognized rating agency at the date of purchase.

A security that is downgraded below investment grade will require additional analysis of

creditworthiness and a determination will be made to hold or dispose of the investment.

We regularly monitor the credit quality of this portfolio.

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The estimated fair value of our municipal obligations bond portfolio at December 31, 2021 was $1.2 million greater than the amortized cost of $42.3 million.

As of December 31, 2020, the Company identified one municipal security that was deemed to be other-than-temporarily impaired.

The security was issued by a tax incremental district in a municipality located in Wisconsin.

During the year ended December 31, 2012, the Company received audited financial statements with respect to the municipal issuer that called into question the ability of the underlying taxing district that issued the securities to operate as a going concern.

During the year ended December 31, 2012, the Company’s analysis of the security in this municipality resulted in $77,000 in credit losses that were charged to earnings with respect to this municipal security.

As of December 31, 2021,

the Company identified one municipal security that was deemed to be other-than-temporarily impaired.

The security was issued by a tax

incremental district in a municipality located in Wisconsin.

During the year ended December 31, 2012, the Company received audited financial statements with respect to the municipal issuer that called into question the ability of the underlying

taxing district that issued the securities to operate as a going concern.

During the year ended December 31, 2012, the Company’s analysis of the security in this municipality resulted in $77,000 in credit losses that were charged to earnings with

respect to this municipal security.

An additional $17,000 credit loss was charged to earnings during the year ended December 31, 2014 with respect to this security as a sale occurred at a discounted price.

As of December 31, 2021, the remaining impaired bond had an amortized cost of $116,000 and a total life-to-date impairment of $94,000.

Other Debt Securities.

As of December 31, 2020, we held other debt securities with a fair value of $11.5 million and amortized cost of $12.5 million.

As of December 31, 2021, we held other debt securities with a fair value of $11.3 million and amortized cost of

$12.5 million.

Other debt securities consists of two corporate bonds.

The weighted average yield on this portfolio was 1.29% at December 31, 2020, with a weighted average remaining life of 9.3 years.

The weighted average yield on this portfolio was 1.77% at December 31, 2021,

with a weighted average remaining life of 8.3 years.

We regularly monitor the credit quality of this portfolio.

The unrealized losses for the other debt securities is due to the current slope of the yield curve.

One security earns a floating rate that is indexed to the 10 year Treasury interest rate which has decreased over the past few years.

Portfolio Maturities and Yields.

The composition and maturities of the securities portfolio at December 31, 2020 are summarized in the following table.

One security earns a floating rate

that is indexed to the 10 year Treasury interest rate which has decreased over the past few years.

Portfolio Maturities

The composition and maturities of the securities portfolio at December 31, 2021 are summarized in the following

Maturities are based on the final contractual payment dates and do not reflect the impact of prepayments or early redemptions that may occur.

Municipal obligation yields have not been adjusted to a tax-equivalent basis.

Certain mortgage related securities have interest rates that are adjustable and will reprice annually within the various maturity ranges.

Certain mortgage

related securities have interest rates that are adjustable and will reprice annually within the various maturity ranges.

These repricing schedules are not reflected in the table below.

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Sources of Funds

Deposits have traditionally been our primary source of funds for use in lending and investment activities.

We also rely on advances from the Federal Home Loan Bank of Chicago and borrowings from other commercial banks in the form of repurchase agreements collateralized by investment securities.

have traditionally been our primary source of funds for use in lending and investment activities.

We also rely on advances from the Federal Home Loan Bank of Chicago and borrowings from other commercial banks in the form of repurchase agreements

collateralized by investment securities.

In addition to deposits and borrowings, we derive funds from scheduled loan payments, investment maturities, loan prepayments, retained earnings and income on earning assets.

While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing market interest rates, economic conditions and competition from other financial institutions.

A majority of our depositors are persons or businesses who work, reside, or are located in Milwaukee and Waukesha Counties and, to a lesser extent, other southeastern Wisconsin communities.

While scheduled loan payments

and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing market interest rates, economic conditions and competition from other financial institutions.

A majority of our depositors are persons or businesses who work, reside, or are located in Milwaukee and Waukesha Counties and, to a lesser extent,

other southeastern Wisconsin communities.

We offer a selection of deposit instruments, including checking, savings, money market deposit accounts, and fixed-term certificates of deposit.

Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate.

As of December 31, 2020, certificates of deposit comprised 59.2% of total customer deposits, and had a weighted average cost of 0.86% on that date.

Our reliance on certificates of deposit has resulted in a higher cost of funds than would otherwise be the case if demand deposits, savings and money market accounts made up a larger part of our deposit base.

Development of our branch network and expansion of our commercial products and services and aggressively seeking lower cost savings, checking and money market accounts are expected to result in decreased reliance on higher-cost certificates of deposit.

Deposit account terms vary, with the principal differences

being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate.

As of December 31, 2021,

certificates of deposit comprised 50.8% of total customer deposits, and had a weighted average cost of 0.51% on that date.

Our reliance on certificates of deposit has resulted in a higher cost of funds than would otherwise be the case if demand

deposits, savings and money market accounts made up a larger part of our deposit base.

Development of our branch network and expansion of our commercial products and services and aggressively seeking lower cost savings, checking and money market

accounts are expected to result in decreased reliance on higher-cost certificates of deposit.

Interest rates paid, maturity terms, service fees and withdrawal penalties are established on a periodic basis.

Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals.

To attract and retain deposits, we rely upon personalized customer service, long-standing relationships and competitive interest rates.

Deposit rates and terms

are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals.

To attract and retain deposits, we rely upon personalized customer service, long-standing relationships and

competitive interest rates.

We also provide remote deposit capture, internet banking and mobile banking.

The flow of deposits is influenced significantly by general economic conditions, changes in money market and other prevailing interest rates and competition.

The flow of deposits is influenced significantly by general economic conditions, changes in money market and other prevailing interest

rates and competition.

The variety of deposit accounts that we offer allows us to be competitive in obtaining funds and responding to changes in consumer demand.

Based on historical experience, management believes our deposits are relatively stable.

Based on historical experience, management believes our deposits are relatively

The ability to attract and maintain money market accounts and certificates of deposit, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions.

At December 31, 2020 and December 31, 2019, $701.3 million and $739.8 million of our deposit accounts were certificates of deposit, of which $576.9 million and $665.7 million, respectively, had remaining maturities of one year or less.

At December 31, 2021 and December 31, 2020, $626.7

million and $701.3 million of our deposit accounts were certificates of deposit, of which $533.0 million and $576.9 million, respectively, had remaining maturities of one year or less.

Deposits increased by $48.5 million, or 4.1%, from December 31, 2020 to December 31, 2021.

The increase in deposits was the result of a $155.5 million, or 47.4%, increase in total transaction accounts offset by a $38.4 million, or 5.2% decrease in time deposits.

The Company had no deposits obtained directly from brokers as of December 31, 2020 and December 31, 2019.

The increase in deposits was the

result of a $123.2 million, or 25.5%, increase in total transaction accounts offset by a $74.7 million, or 10.6% decrease in time deposits.

Company had no deposits obtained directly from brokers as of December 31, 2021 and December 31, 2020.

The following table sets forth the distribution of total deposit accounts, by account type, at the dates indicated.

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Total deposits

At December 31, 2020, the aggregate balance of uninsured deposits of $250,000 or more was $256.0 million.

At December 31, 2021 and

2020, the aggregate balance of uninsured deposits of $250,000 or more was $263.3 million and $260.0 million, respectively.

The Company does not have uninsured deposits less than $250,000 in aggregate balance.

The following table sets forth the maturity of uninsured certificates of deposits at December 31, 2020.

The following table sets forth the

maturity of uninsured certificates of deposits at December 31, 2021 and 2020.

At December 31,

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Over 12 months

Our borrowings at December 31, 2020 consisted of $499.0 million in advances from the Federal Home Loan Bank of Chicago and $9.1 million outstanding balance in short-term repurchase agreements used to fund loans held for sale.

borrowings at December 31, 2021 consisted of $475.0 million in advances from the Federal Home Loan Bank of Chicago and $2.1 million

outstanding balance in short-term repurchase agreements used to fund loans held for sale.

The following table sets forth information concerning balances and interest rates on borrowings at the dates and for the periods indicated.

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Human Capital

As of December 31, 2020, we had approximately 812 full-time equivalent employees.

A total of 184 are WaterStone Bank employees and 628 are employees of Waterstone Mortgage Corporation.

As of December 31, 2021, we had 870 full-time equivalent employees.

A total of 184 are WaterStone Bank employees and 686 are employees

of Waterstone Mortgage Corporation.

We believe we are able to attract and retain top talent by creating a culture that challenges and engages our employees, offering them opportunities to learn, grow and achieve their career goals.

Further, our commitment to a culture of inclusion is integral to our goal of attracting and retaining the best talent and ultimately driving our business performance.

Our Diversity and Inclusion strategy includes regular training and development for all employees and partnerships with non-profit organizations that share in our inclusion mission.

Our employees participate in a wide array of volunteer activities and we support their charitable giving by matching employee contributions to qualified nonprofit organizations.

We offer comprehensive compensation and benefits packages to our employees including a 401k Plan, Employee Stock Ownership Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off and certain family assistance programs, including paid family leave, flexible work arrangements, amongst others.

We also offer stock-based compensation to certain management personnel as a way to attract and retain key talent.

See Note 10 - Stock Based Compensation, Note 11 - Employee Benefit Plans, and Note 12 - Employee Stock Ownership Plan to the Consolidated Financial Statements included under Item 8 for further discussion of our stock-based compensation and benefit plans.

commitment to a culture of inclusion is integral to our goal of attracting and retaining the best talent and ultimately driving our business performance.

Our Diversity and Inclusion strategy includes regular training and development for all employees

and partnerships with non-profit organizations that share in our inclusion mission.

Our employees participate in a wide array of volunteer activities and we support their charitable giving by matching employee contributions to qualified nonprofit

organizations.

We offer comprehensive compensation and benefits packages to our employees including a 401k Plan, Employee Stock Ownership Plan,

healthcare and insurance benefits, health savings and flexible spending accounts, paid time off and certain family assistance programs, including paid family leave, flexible work arrangements, amongst others.

We also offer stock-based compensation to

certain management personnel as a way to attract and retain key talent.

See Note 10 - Stock Based Compensation, Note 11 - Employee Benefit Plans, and Note 12 - Employee Stock Ownership Plan to the Consolidated Financial Statements included under Item

8 for further discussion of our stock-based compensation and benefit plans.

We are committed and focused on the health and safety of our team members, customers, and communities.

In response to the COVID-19 pandemic in March 2020, we pivoted to a remote working environment for those employees that could perform their job remotely as part of our commitment to the safety of our employees and the communities we serve.

The COVID-19 pandemic presented challenges to maintain team member and client safety while continuing to be open for business.

Accordingly, we launched a proactive response to the escalating COVID-19 outbreak that included the creation of an internal coronavirus resource page to manage our pandemic response, including providing access to recent safety standards from the Centers for Disease Control and Prevention, the World Health Organization, and other agencies;

as well as our workplace guidelines for non-customer and customer environments.

In response to the COVID-19

pandemic in March 2020, we pivoted to a remote working environment for those employees that could perform their job remotely as part of our commitment to the safety of our employees and the communities we serve.

The COVID-19 pandemic has presented

challenges to maintain team member and client safety while continuing to be open for business.

Accordingly, we launched a proactive response to the COVID-19 pandemic that included the creation of an internal coronavirus resource page to manage our

pandemic response, including providing access to recent safety standards from the Centers for Disease Control and Prevention, the World Health Organization, and other agencies;

as well as our workplace guidelines for non-customer and customer

environments.

In addition, current information is shared through regular emails and other digital communications with our team members.

Additional actions included adjusting our lobby usage and encouraging team members to work remotely where possible during the pandemic.

Our banking centers are still open for business and we continue to lend to qualified businesses for working capital and general business purposes.

Additional actions included adjusting our lobby usage and encouraging team members to work remotely where possible

during the pandemic.

Our banking centers are open for business and we continue to lend to qualified businesses for working capital and general business purposes.

Supervision and Regulation

WaterStone Bank is a stock savings bank organized under the laws of the State of Wisconsin.

The lending, investment, and other business operations of WaterStone Bank are governed by Wisconsin law and regulations, as well as applicable federal law and regulations, and WaterStone Bank is prohibited from engaging in any operations not authorized by such laws and regulations.

WaterStone Bank is subject to extensive regulation, supervision and examination by the WDFI and by the Federal Deposit Insurance Corporation.

This regulation and supervision establishes a comprehensive framework of activities in which an institution may engage and is intended primarily for the protection of the Federal Deposit Insurance Corporation’s deposit insurance fund and depositors, and not for the protection of security holders.

WaterStone Bank also is regulated to a lesser extent by the Federal Reserve Board, governing reserves to be maintained against deposits and other matters.

WaterStone Bank also is a member of and owns stock in the Federal Home Loan Bank of Chicago, which is one of the 11 regional banks in the Federal Home Loan Bank System.

Under this system of regulation, the regulatory authorities have extensive discretion in connection with their supervisory, enforcement, rulemaking and examination activities and policies, including rules or policies that:

The lending, investment, and other business

operations of WaterStone Bank are governed by Wisconsin law and regulations, as well as applicable federal law and regulations, and WaterStone Bank is prohibited from engaging in any operations not authorized by such laws and regulations.

Bank is subject to extensive regulation, supervision and examination by the WDFI and by the Federal Deposit Insurance Corporation.

This regulation and supervision establishes a comprehensive framework of activities in which an institution may engage

and is intended primarily for the protection of the Federal Deposit Insurance Corporation’s Deposit Insurance Fund and depositors, and not for the protection of security holders.

WaterStone Bank also is regulated to a lesser extent by the Federal

Reserve Board, governing reserves to be maintained against deposits and other matters.

WaterStone Bank also is a member of and owns stock in the Federal Home Loan Bank of Chicago, which is one of the 11 regional banks in the Federal Home Loan Bank

Under this system of regulation, the regulatory authorities have extensive discretion in connection with their supervisory, enforcement,

rulemaking and examination activities and policies, including rules or policies that:

establish minimum capital levels;

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govern the classification of assets;

determine the adequacy of loan loss reserves for regulatory purposes;

determine the adequacy of loan loss

reserves for regulatory purposes;

and establish the timing and amounts of assessments and fees.

Moreover, as part of their examination authority, the banking regulators assign numerical ratings to banks and savings institutions relating to capital, asset quality, management, liquidity, earnings and other factors.

These ratings are inherently subjective and the receipt of a less than satisfactory rating in one or more categories may result in enforcement action by the banking regulators against a financial institution.

A less than satisfactory rating may also prevent a financial institution, such as WaterStone Bank or its holding company, from obtaining necessary regulatory approvals to pay dividends, repurchase shares of common stock, acquire other financial institutions or establish new branches.

In addition, we must comply with significant anti-money laundering and anti-terrorism laws and regulations, Community Reinvestment Act laws and regulations, and fair lending laws and regulations.

Government agencies have the authority to impose monetary penalties and other sanctions on institutions that fail to comply with these laws and regulations, which could significantly affect our business activities, including our ability to acquire other financial institutions or expand our branch network.

As a savings and loan holding company, Waterstone Financial is required to comply with the rules and regulations of the Federal Reserve Board.

Moreover, as part of their examination authority, the banking regulators assign numerical ratings to banks and savings institutions relating to capital,

asset quality, management, liquidity, earnings and other factors.

These ratings are inherently subjective and the receipt of a less than satisfactory rating in one or more categories may result in enforcement action by the banking regulators against

a financial institution.

acquire other financial institutions or establish new branches.

In addition, we must comply with significant anti-money laundering and anti-terrorism laws and regulations, Community Reinvestment Act

laws and regulations, and fair lending laws and regulations.

Government agencies have the authority to impose monetary penalties and other sanctions on institutions that fail to comply with these laws and regulations, which could significantly affect

our business activities, including our ability to acquire other financial institutions or expand our branch network.

As a savings and loan holding company, Waterstone Financial is required to comply with the rules and regulations of the Federal Reserve

It is required to file certain reports with the Federal Reserve Board and is subject to examination by and the enforcement authority of the Federal Reserve Board.

Waterstone Financial is also subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Any change in applicable laws or regulations, whether by the WDFI, the Federal Deposit Insurance Corporation, the Federal Reserve Board or Congress, could have a material adverse impact on the operations and financial performance of Waterstone Financial, WaterStone Bank and Waterstone Mortgage Corporation.

Set forth below is a brief description of material regulatory requirements that are or will be applicable to WaterStone Bank, Waterstone Mortgage Corporation and Waterstone Financial.

The description is limited to certain material aspects of the statutes and regulations addressed, and is not intended to be a complete description of such statutes and regulations and their effects on WaterStone Bank, Waterstone Mortgage Corporation and Waterstone Financial.

Waterstone Financial is also subject to the rules and regulations of the

Securities and Exchange Commission under the federal securities laws.

Any change in applicable laws or regulations, whether by the WDFI, the Federal Deposit Insurance Corporation, the Federal Reserve Board

or Congress, could have a material adverse impact on the operations and financial performance of Waterstone Financial, WaterStone Bank and Waterstone Mortgage Corporation.

Set forth below is a brief description of material regulatory requirements that are or will be applicable to WaterStone Bank, Waterstone

Mortgage Corporation and Waterstone Financial.

WaterStone Bank, Waterstone Mortgage Corporation and Waterstone Financial.

Intrastate and Interstate Merger and Branching Activities

Wisconsin Law and Regulation.

Any Wisconsin savings bank meeting certain requirements may, upon approval of the WDFI, establish one or more branch offices in the state of Wisconsin and the states of Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, and Ohio.

In addition, upon WDFI approval, a Wisconsin savings bank may establish a branch office in any other state as the result of a merger or consolidation.

Wisconsin savings bank meeting certain requirements may, upon approval of the WDFI, establish one or more branch offices in the state of Wisconsin and the states of Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, and Ohio.

addition, upon WDFI approval, a Wisconsin savings bank may establish a branch office in any other state as the result of a merger or consolidation.

Federal Law and Regulation .

Federal law permits the federal banking agencies to, under certain circumstances, approve acquisition transactions between banks located in different states, regardless of whether an acquisition would be prohibited under state law.

Federal law also authorizes de novo branching into another state at locations at which banks chartered by the host state could establish a branch.

Federal law also

authorizes de novo branching into another state at locations at which banks chartered by the host state could establish a branch.

Loans and Investments

Wisconsin Law and Regulations.

Under Wisconsin law and regulation, WaterStone Bank is authorized to make, invest in, sell, purchase, participate or otherwise deal in mortgage loans or interests in mortgage loans without geographic restriction, including loans made on the security of residential and commercial property.

Wisconsin savings banks also may lend funds on a secured or unsecured basis for business, commercial or agricultural purposes, provided the total of all such loans does not exceed 20% of the savings bank’s total assets, unless the WDFI authorizes a greater amount.

Wisconsin law and regulation, WaterStone Bank is authorized to make, invest in, sell, purchase, participate or otherwise deal in mortgage loans or interests in mortgage loans without geographic restriction, including loans made on the security of

residential and commercial property.

assets, unless the WDFI authorizes a greater amount.

Loans are subject to certain other limitations, including percentage restrictions based on total assets.

Wisconsin savings banks may invest funds in certain types of debt and equity securities, including obligations of federal, state and local governments and agencies.

Wisconsin savings banks may invest funds in certain types of debt and equity securities, including obligations of federal, state and

local governments and agencies.

Subject to prior approval of the WDFI, compliance with capital requirements and certain other restrictions, Wisconsin savings banks may invest in residential housing development projects.

Wisconsin savings banks may also invest in service corporations or subsidiaries with the prior approval of the WDFI, subject to certain restrictions.

Similarly, the line of credit that WaterStone Bank provides to Waterstone Mortgage Corporation is subject to the approval of the WDFI.

Wisconsin savings banks may make loans and extensions of credit, both direct and indirect, to one borrower in amounts up to 20% of the savings bank’s capital plus an additional 5% for loans fully secured by readily marketable collateral.

In addition, and notwithstanding the 20% of capital and additional 5% of capital limitations set forth above, Wisconsin savings banks may make loans to one borrower, or a related group of borrowers, for any purpose in an amount not to exceed $500,000, or to develop domestic residential housing units in an amount not to exceed the lesser of $30 million or 30% of the savings bank’s capital, subject to certain conditions.

Wisconsin savings banks may

also invest in service corporations or subsidiaries with the prior approval of the WDFI, subject to certain restrictions.

Similarly, the line of credit that WaterStone Bank provides to Waterstone Mortgage Corporation is subject to the approval of

Wisconsin savings banks may make loans and extensions of credit, both direct and indirect, to one borrower in amounts up to 20% of the

savings bank’s capital plus an additional 5% for loans fully secured by readily marketable collateral.

In addition, and notwithstanding the 20% of capital and additional 5% of capital limitations set forth above, Wisconsin savings banks may make

loans to one borrower, or a related group of borrowers, for any purpose in an amount not to exceed $500,000, or to develop domestic residential housing units in an amount not to exceed the lesser of $30 million or 30% of the savings bank’s capital,

subject to certain conditions.

At December 31, 2021, WaterStone Bank did not have any loans which exceeded the “loans-to-one borrower” limitations.

In addition, under Wisconsin law, WaterStone Bank must qualify for and maintain a level of qualified thrift investments equal to 60% of its assets as prescribed in Section 7701(a)(19) of the Internal Revenue Code of 1986, as amended.

A Wisconsin savings bank that fails to meet this qualified thrift lender test becomes subject to certain operating restrictions otherwise applicable only to commercial banks.

At December 31, 2020, WaterStone Bank maintained 89.3% of its assets in qualified thrift investments and therefore met the qualified thrift lender requirement.

In addition, under Wisconsin law, WaterStone Bank must qualify for and maintain a level of qualified thrift investments equal to 60% of

its assets as prescribed in Section 7701(a)(19) of the Internal Revenue Code of 1986, as amended.

A Wisconsin savings bank that fails to meet this qualified thrift lender test becomes subject to certain operating restrictions otherwise applicable

only to commercial banks.

At December 31, 2021, WaterStone Bank maintained 88.2% of its assets in qualified thrift investments and

therefore met the qualified thrift lender requirement.

Federal Law and Regulation .

Federal Deposit Insurance Corporation regulations also govern the equity investments of WaterStone Bank and, notwithstanding Wisconsin law and regulations, Federal Deposit Insurance Corporation regulations prohibit WaterStone Bank from making certain equity investments and generally limit WaterStone Bank’s equity investments to those that are permissible for national banks and their subsidiaries.

Under Federal Deposit Insurance Corporation regulations, WaterStone Bank must obtain prior Federal Deposit Insurance Corporation approval before directly, or indirectly through a majority-owned subsidiary, engaging “as principal” in any activity that is not permissible for a national bank unless certain exceptions apply.

The activity regulations provide that state banks that meet applicable minimum capital requirements would be permitted to engage in certain activities that are not permissible for national banks, including certain real estate and securities activities conducted through subsidiaries.

equity investments and generally limit WaterStone Bank’s equity investments to those that are permissible for national banks and their subsidiaries.

Under Federal Deposit Insurance Corporation regulations, WaterStone Bank must obtain prior Federal

Deposit Insurance Corporation approval before directly, or indirectly through a majority-owned subsidiary, engaging “as principal” in any activity that is not permissible for a national bank unless certain exceptions apply.

The activity regulations

provide that state banks that meet applicable minimum capital requirements would be permitted to engage in certain activities that are not permissible for national banks, including certain real estate and securities activities conducted through

subsidiaries.

The Federal Deposit Insurance Corporation will not approve an activity that it determines presents a significant risk to the Federal Deposit Insurance Corporation insurance fund.

The current activities of WaterStone Bank and its subsidiaries are permissible under applicable federal regulations.

Loans to, and other transactions with, affiliates of WaterStone Bank, such as Waterstone Financial, are restricted by the Federal Reserve Act and regulations issued by the Federal Reserve Board thereunder.

The current activities of WaterStone Bank and its

subsidiaries are permissible under applicable federal regulations.

Loans to, and other transactions with, affiliates of WaterStone Bank, such as Waterstone Financial, are restricted by the Federal

Reserve Act and regulations issued by the Federal Reserve Board thereunder.

See “Transactions with Affiliates and Insiders” below.

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Wisconsin Law and Regulation.

Under Wisconsin law, WaterStone Bank is permitted to establish deposit accounts and accept deposits.

Wisconsin law, WaterStone Bank is permitted to establish deposit accounts and accept deposits.

WaterStone Bank’s board of directors, or its designee, determine the rate and amount of interest to be paid on or credited to deposit accounts.

Federal Law and Regulation .

The federal banking agencies have adopted uniform regulations prescribing standards for extensions of credit that are secured by liens on interests in real estate or made for the purpose of financing the construction of a building or other improvements to real estate.

Under the joint regulations adopted by the federal banking agencies, all insured depository institutions, such as WaterStone Bank, must adopt and maintain written policies that establish appropriate limits and standards for extensions of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate.

These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and loan documentation, approval and reporting requirements.

The real estate lending policies must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies that have been adopted by the federal bank regulators.

The Interagency Guidelines, among other things, require a depository institution to establish internal loan-to-value limits for real estate loans that are not in excess of the following supervisory limits:

federal banking agencies have adopted uniform regulations prescribing standards for extensions of credit that are secured by liens on interests in real estate or made for the purpose of financing the construction of a building or other improvements

to real estate.

of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate.

These policies must establish loan portfolio diversification standards, prudent underwriting standards

(including loan-to-value limits) that are clear and measurable, loan administration procedures, and loan documentation, approval and reporting requirements.

The real estate lending policies must reflect consideration of the Interagency Guidelines for

Real Estate Lending Policies that have been adopted by the federal bank regulators.

The Interagency Guidelines, among other things, require a depository institution to establish internal loan-to-value limits for real

estate loans that are not in excess of the following supervisory limits:

for loans secured by raw land, the supervisory loan-to-value limit is 65% of the value of the collateral;

for land development loans (i.e., loans for the purpose of improving unimproved property prior to the erection of structures), the supervisory limit is 75%;

for land development loans (i.e., loans for the purpose of improving unimproved property prior to the erection of structures), the supervisory

limit is 75%;

for loans for the construction of commercial, over four-family or other non-residential property, the supervisory limit is 80%;

for loans for the construction of one- to four-family properties, the supervisory limit is 85%;

for loans secured by other improved property (e.g., farmland, completed commercial property and other income-producing property, including non-owner occupied, one- to four-family property), the limit is 85%.

Although no supervisory loan-to-value limit has been established for permanent mortgages on owner-occupied, one- to four-family and home equity loans, the Interagency Guidelines state that for any such loan with a loan-to-value ratio that equals or exceeds 90% at origination, an institution should require appropriate credit enhancement in the form of either mortgage insurance or readily marketable collateral.

for loans secured by other improved property (e.g., farmland, completed commercial property and other income-producing property, including

non-owner occupied, one- to four-family property), the limit is 85%.

Although no supervisory loan-to-value limit has been established for permanent mortgages on owner-occupied, one- to four-family and home

equity loans, the Interagency Guidelines state that for any such loan with a loan-to-value ratio that equals or exceeds 90% at origination, an institution should require appropriate credit enhancement in the form of either mortgage insurance or

readily marketable collateral.

Wisconsin Law and Regulation.

Under Wisconsin law, WaterStone Bank is permitted to establish deposit accounts and accept deposits.

WaterStone Bank’s board of directors, or its designee, determines the rate and amount of interest to be paid on or credited to deposit accounts subject to Federal Deposit Insurance Corporation limitations.

Wisconsin law, WaterStone Bank is permitted to establish deposit accounts and accept deposits.

WaterStone Bank’s board of directors, or its designee, determines the rate and amount of interest to be paid on or credited to deposit accounts subject to

Federal Deposit Insurance Corporation limitations.

Deposit Insurance

Wisconsin Law and Regulation.

Under Wisconsin law, WaterStone Bank is required to obtain and maintain insurance on its deposits from a deposit insurance corporation.

Wisconsin law, WaterStone Bank is required to obtain and maintain insurance on its deposits from a deposit insurance corporation.

The deposits of WaterStone Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation.

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The Federal Deposit Insurance Corporation imposes an assessment against all insured depository institutions.

An institution’s assessment rate depends upon the perceived risk of the institution to the Deposit Insurance Fund, with less risky institutions paying lower rates.

Currently, assessments for institutions of less than $10 billion of total assets are based on financial measures and supervisory ratings derived from statistical models estimating the probability of failure within three years.

Assessment rates (inclusive of possible adjustments) currently range from 1.5 to 30 basis points of each institution’s total assets less tangible capital.

The Federal Deposit Insurance Corporation may increase or decrease the range of assessments uniformly, except that no adjustment can deviate more than two basis points from the base assessment rate without notice and comment rulemaking.

The existing system represents a change, required by the Dodd-Frank Act, from the Federal Deposit Insurance Corporation’s prior practice of basing the assessment on an institution’s aggregate deposits.

The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits.

The Federal Deposit Insurance Corporation was required to seek to achieve the 1.35% ratio by September 30, 2020.

The Federal Deposit Insurance Corporation indicated that the 1.35% ratio was exceeded in November 2018.

Insured institutions of less than $10 billion of assets received credits for the portion of their assessments that contributed to the reserve ratio between 1.15% and 1.35%.

Those credits were exhausted as of September 30, 2020.

The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the Federal Deposit Insurance Corporation, and the Federal Deposit Insurance Corporation has exercised that discretion by establishing a long-range fund ratio of 2%.

An institution’s assessment

rate depends upon the perceived risk of the institution to the Deposit Insurance Fund, with less risky institutions paying lower rates.

Currently, assessments for institutions of less than $10 billion of total assets are based on financial measures

and supervisory ratings derived from statistical models estimating the probability of failure within three years.

Assessment rates (inclusive of possible adjustments) currently range from 1.5 to 30 basis points of each institution’s total assets less

tangible capital.

The Federal Deposit Insurance Corporation has the authority to increase insurance assessments.

A significant increase in insurance premiums would have an adverse effect on the operating expenses and results of operations of WaterStone Bank.

A significant increase in insurance

premiums would have an adverse effect on the operating expenses and results of operations of WaterStone Bank.

We cannot predict what deposit insurance assessment rates will be in the future.

Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the Federal Deposit Insurance Corporation.

We do not know of any practice, condition or violation that might lead to termination of deposit insurance.

Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation upon a finding that an institution has engaged in

unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the Federal Deposit Insurance Corporation.

We do not know of any practice,

condition or violation that might lead to termination of deposit insurance.

Capitalization

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Wisconsin savings banks are required to maintain a minimum capital to total assets ratio of 6% and must maintain total capital necessary to ensure the continuation of insurance of deposit accounts by the Federal Deposit Insurance Corporation.

If the WDFI determines that the financial condition, history, management or earning prospects of a savings bank are not adequate, the WDFI may require a higher minimum capital level for the savings bank.

If a Wisconsin savings bank’s capital ratio falls below the required level, the WDFI may direct the savings bank to adhere to a specific written plan established by the WDFI to correct the savings bank’s capital deficiency, as well as a number of other restrictions on the savings bank’s operations, including a prohibition on the payment of dividends.

WDFI determines that the financial condition, history, management or earning prospects of a savings bank are not adequate, the WDFI may require a higher minimum capital level for the savings bank.

If a Wisconsin savings bank’s capital ratio falls

below the required level, the WDFI may direct the savings bank to adhere to a specific written plan established by the WDFI to correct the savings bank’s capital deficiency, as well as a number of other restrictions on the savings bank’s operations,

including a prohibition on the payment of dividends.

At December 31, 2021, WaterStone Bank’s capital to assets ratio, as calculated under Wisconsin law, was 17.08%.

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Federal regulations require Federal Deposit Insurance Corporation insured depository institutions to meet several minimum capital standards:

a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio.

a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets

ratio of 6.0%, a total capital to risk-based assets of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio.

Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings.

Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital.

Tier 1 capital is generally

defined as common equity Tier 1 and additional Tier 1 capital.

Additional Tier 1 capital includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries.

Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital.

Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.

Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.

capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital.

Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative

preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.

Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25%

of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily

determinable fair market values.

Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities).

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Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including certain off-balance sheet assets ( e.g.

, recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset.

Higher levels of capital are required for asset categories believed to present greater risk.

For example, a risk weight of 0% is assigned to cash and U.S.

government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four- family residential real estate loans, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital requirements.

The capital conservation buffer requirement was phased in beginning January 1, 2016 until fully implemented at 2.5% on January 1, 2019.

In assessing an institution’s capital adequacy, the Federal Deposit Insurance Corporation takes into consideration, not only these numeric factors, but qualitative factors as well, including the bank’s exposure to interest rate risk.

The Federal Deposit Insurance Corporation has the authority to establish higher capital requirements for individual institutions where deemed necessary due to a determination that an institution’s capital level is, or is likely to become, inadequate in light of particular circumstances.

Legislation enacted in May 2018 required the federal banking agencies, including the Federal Reserve Board, to establish a “community bank leverage ratio” of between 8 to 10% of average total consolidated assets for qualifying institutions with assets of less than $10 billion.

Institutions with capital meeting the specified requirements and electing to follow the alternative framework are deemed to comply with the applicable regulatory capital requirements, including the risk-based requirements.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain

discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital

requirements.

In assessing an institution’s capital adequacy, the Federal Deposit Insurance Corporation takes into consideration, not only these

numeric factors, but qualitative factors as well, including the bank’s exposure to interest rate risk.

The Federal Deposit Insurance Corporation has the authority to establish higher capital requirements for individual institutions where deemed

necessary due to a determination that an institution’s capital level is, or is likely to become, inadequate in light of particular circumstances.

Legislation enacted in May required the federal banking agencies, including the Federal Reserve Board, to establish a “community bank

leverage ratio” of between 8 to 10% of average total consolidated assets for qualifying institutions with assets of less than $10 billion.

Institutions with capital meeting the specified requirements and electing to follow the alternative framework

are deemed to comply with the applicable regulatory capital requirements, including the risk-based requirements.

A qualifying institution may opt in and out of the community bank leverage ratio on its quarterly call report.

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The rule also established a two-quarter grace period for a qualifying institution that ceases to meet any qualifying criteria provided that the bank maintains a leverage ratio 8% or greater.

Section 4012 of the Coronavirus Aid, Relief and Economic Security Act of 2020 required that the community bank leverage ratio be temporarily lowered to 8%.

The federal regulators issued a rule implementing the lower ratio effective April 23, 2020.

The rule also established a two-quarter grace period for a qualifying institution whose leverage ratio falls below the 8% community bank leverage ratio requirement so long as the bank maintains a leverage ratio of 7% or greater.

Another rule was issued to transition back to the 9% community bank leverage ratio by increasing the ratio to 8.5% for calendar year 2021 and 9% thereafter.

WaterStone Bank has not opted into the community

bank leverage ratio

Safety and Soundness Standards

Each federal banking agency, including the Federal Deposit Insurance Corporation, has adopted guidelines establishing general standards relating to internal controls, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits, and information security.

In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines.

The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder.

Each federal banking agency, including the Federal Deposit Insurance Corporation, has adopted guidelines establishing general standards

relating to internal controls, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits, and information security.

In general, the guidelines

require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines.

The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as

excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder.

Prompt Corrective Regulatory Action

Federal bank regulatory authorities are required to take "prompt corrective action" with respect to institutions that do not meet minimum capital requirements.

Federal bank regulatory authorities are required to take "prompt corrective action" with respect to institutions that do not meet

minimum capital requirements.

For these purposes, the statute establishes five capital categories:

well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.

Under the regulations, a bank is deemed to be (i) "well capitalized" if it has total risk-based capital of 10.0% or more, has a Tier 1 risk-based capital ratio of 8.0% or more, has a Tier 1 leverage capital ratio of 5.0% or more and a common equity Tier 1 ratio of 6.5% or more, and is not subject to any written capital order or directive;

(ii) "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 6.0% or more, a Tier 1 leveraged capital ratio of 4.0% or more and a common equity Tier 1 ratio of 4.5% or more, and does not meet the definition of "well capitalized";

(iii) "undercapitalized" if it has a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio that is less than 6.0%, a Tier 1 leverage capital ratio that is less than 4.0% or a common equity Tier 1 ratio of less than 4.5%;

(iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0% and a Tier 1 risk-based capital ratio that is less than 4.0% or a common equity Tier 1 ratio of less than 3.0%;

Under the regulations, a

bank is deemed to be (i) "well capitalized" if it has total risk-based capital of 10.0% or more, has a Tier 1 risk-based capital ratio of 8.0% or more, has a Tier 1 leverage capital ratio of 5.0% or more and a common equity Tier 1 ratio of 6.5% or

more, and is not subject to any written capital order or directive;

(ii) "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 6.0% or more, a Tier 1 leveraged capital ratio of 4.0%

or more and a common equity Tier 1 ratio of 4.5% or more, and does not meet the definition of "well capitalized";

(iii) "undercapitalized" if it has a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio that is

less than 6.0%, a Tier 1 leverage capital ratio that is less than 4.0% or a common equity Tier 1 ratio of less than 4.5%;

(iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0% and a Tier 1 risk-based

capital ratio that is less than 4.0% or a common equity Tier 1 ratio of less than 3.0%;

and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%.

Federal law and regulations also specify circumstances under which a federal banking agency may reclassify a well capitalized institution as adequately capitalized and may require an institution classified as less than well capitalized to comply with supervisory actions as if it were in the next lower category (except that the Federal Deposit Insurance Corporation may not reclassify a significantly undercapitalized institution as critically undercapitalized).

Federal law and regulations also specify circumstances under which a federal banking agency may reclassify a well capitalized

institution as adequately capitalized and may require an institution classified as less than well capitalized to comply with supervisory actions as if it were in the next lower category (except that the Federal Deposit Insurance Corporation may not

reclassify a significantly undercapitalized institution as critically undercapitalized).

The Federal Deposit Insurance Corporation may order savings banks that have insufficient capital to take corrective actions.

For example, a savings bank that is categorized as “undercapitalized” is subject to growth limitations and is required to submit a capital restoration plan, and a holding company that controls such a savings bank is required to guarantee that the savings bank complies with the restoration plan.

example, a savings bank that is categorized as “undercapitalized” is subject to growth limitations and is required to submit a capital restoration plan, and a holding company that controls such a savings bank is required to guarantee that the savings

bank complies with the restoration plan.

A “significantly undercapitalized” savings bank may be subject to additional restrictions.

Savings banks deemed by the Federal Deposit Insurance Corporation to be “critically undercapitalized” would be subject to the appointment of a receiver or conservator.

At December 31, 2020, WaterStone Bank was considered well-capitalized with a common equity Tier 1 ratio of 21.44%, Tier 1 leverage ratio of 16.62%, a Tier 1 risk-based ratio of 21.44% and a total risk based capital ratio of 22.52%.

The previously referenced final rule that establishes an elective community bank leverage ratio provides that a qualifying institution whose tier 1 capital equals or exceeds the specified community bank leverage ratio and opts into that framework will be considered well capitalized for prompt corrective action purposes.

Savings banks deemed by the Federal Deposit Insurance Corporation to be “critically undercapitalized” would be subject

to the appointment of a receiver or conservator.

At December 31, 2021,

WaterStone Bank was considered well-capitalized with a common equity Tier 1 ratio of 24.50%, Tier 1 leverage ratio of 16.88%, a Tier 1 risk-based ratio of 24.50% and a total risk based capital ratio of 25.52%.

A qualifying institution whose tier 1 capital equals or exceeds the specified community bank leverage ratio and opts into that framework

will be considered well capitalized for prompt corrective action purposes.

Banking regulators addressed the regulatory capital treatment of credit loss allowance under Accounting Standards Update (ASU) No.

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Measurement of Credit Losses on Financial Instruments" (CECL) methodology by allowing banking organizations an option to phase in the day-one regulatory capital effects.

See Note 1 for the section "Impact of Recent Accounting Pronouncements" for additional information regarding the adoption of this standard.

Under Wisconsin law and applicable regulations, a Wisconsin savings bank that meets its regulatory capital requirements may declare dividends on capital stock based upon net profits, provided that its paid-in surplus equals its capital stock.

In addition, prior WDFI approval is required before dividends exceeding 50% of net profits for any calendar year may be declared and before a stock dividend may be declared out of retained earnings.

Under WDFI regulations, a Wisconsin savings bank which has converted from mutual to stock form also is prohibited from paying a dividend on its capital stock if the payment causes the regulatory capital of the savings bank to fall below the amount required for its liquidation account.

The Federal Deposit Insurance Corporation has the authority to prohibit WaterStone Bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of WaterStone Bank.

Institutions may not pay dividends if they would be “undercapitalized” following payment of the dividend within the meaning of the prompt corrective action regulations.

Information with respect to regulation regarding dividends declared and paid by Waterstone Financial is disclosed under "Holding Company Dividends."

See Note 1 for the

section "Impact of Recent Accounting Pronouncements" for additional information regarding the adoption of this standard.

Under Wisconsin law and applicable regulations, a Wisconsin savings bank that meets its regulatory capital requirements may declare

dividends on capital stock based upon net profits, provided that its paid-in surplus equals its capital stock.

In addition, prior WDFI approval is required before dividends exceeding 50% of net profits for any calendar year may be declared and before

a stock dividend may be declared out of retained earnings.

Under WDFI regulations, a Wisconsin savings bank which has converted from mutual to stock form also is prohibited from paying a dividend on its capital stock if the payment causes the

regulatory capital of the savings bank to fall below the amount required for its liquidation account.

The Federal Deposit Insurance Corporation has the authority to prohibit WaterStone Bank from paying dividends if, in its opinion, the

payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of WaterStone Bank.

Institutions may not pay dividends if they would be “undercapitalized” following payment of the dividend within the meaning of

the prompt corrective action regulations.

Information with respect to regulation regarding dividends declared and paid by Waterstone Financial is disclosed under "Holding Company

Liquidity and Reserves

Wisconsin Law and Regulation.

Under WDFI regulations, all Wisconsin savings banks are required to maintain a certain amount of their assets as liquid assets, consisting of cash and certain types of investments.

The exact amount of assets a savings bank is required to maintain as liquid assets is set by the WDFI, but generally ranges from 4% to 15% of the savings bank’s average daily balance of net withdrawable accounts plus short-term borrowings (the “Required Liquidity Ratio”).

WDFI regulations, all Wisconsin savings banks are required to maintain a certain amount of their assets as liquid assets, consisting of cash and certain types of investments.

The exact amount of assets a savings bank is required to maintain as liquid

assets is set by the WDFI, but generally ranges from 4% to 15% of the savings bank’s average daily balance of net withdrawable accounts plus short-term borrowings (the “Required Liquidity Ratio”).

At December 31, 2021, WaterStone Bank’s Required Liquidity Ratio was 8.0%, and WaterStone Bank was in compliance with this requirement.

In addition, 50% of the liquid assets maintained by a Wisconsin savings bank must consist of “primary liquid assets,” which are defined to include securities issued by the United States Government, United States Government agencies, or the state of Wisconsin or a subdivision thereof, and cash.

In addition, 50% of the liquid

assets maintained by a Wisconsin savings bank must consist of “primary liquid assets,” which are defined to include securities issued by the United States Government, United States Government agencies, or the state of Wisconsin or a subdivision

thereof, and cash.

At December 31, 2021, WaterStone Bank was in compliance with this requirement.

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Under federal law and regulations, WaterStone Bank is required to maintain sufficient liquidity to ensure safe and sound banking practices.

Regulation D, promulgated by the Federal Reserve Board, imposes reserve requirements on all depository institutions, including WaterStone Bank, which maintain transaction accounts or non-personal time deposits.

Checking accounts, NOW accounts, Super NOW checking accounts, and certain other types of accounts that permit payments or transfers to third parties fall within the definition of transaction accounts and are subject to Regulation D reserve requirements, as are any non-personal time deposits (including certain money market deposit accounts) at a savings institution.

However, effective March 26, 2020, the Federal Reserve Board reduced reserve requirement ratios to zero, thereby effectively eliminating the requirements.

Regulation D, promulgated by the Federal Reserve Board, imposes reserve requirements on all depository

institutions, including WaterStone Bank, which maintain transaction accounts or non-personal time deposits.

Checking accounts, NOW accounts, Super NOW checking accounts, and certain other types of accounts that permit payments or transfers to third

parties fall within the definition of transaction accounts and are subject to Regulation D reserve requirements, as are any non-personal time deposits (including certain money market deposit accounts) at a savings institution.

However, effective

March 26, 2020, the Federal Reserve Board reduced reserve requirement ratios to zero, thereby effectively eliminating the requirements.

The Federal Reserve Board took that action due to a change in its approach to monetary policy;

it has indicated that it has no plans to re-impose reserve requirements but could in the future if conditions warrant.

it has indicated

that it has no plans to re-impose reserve requirements but could in the future if conditions warrant.

Transactions with Affiliates and Insiders

Wisconsin Law and Regulation .

Under Wisconsin law, a savings bank may not make a loan to a person owning 10% or more of its stock, an affiliated person (including a director, officer, the spouse of either and a member of the immediate family of such person who is living in the same residence), agent, or attorney of the savings bank, either individually or as an agent or partner of another, except as under the rules of the WDFI and regulations of the Federal Deposit Insurance Corporation.

In addition, unless the prior approval of the WDFI is obtained, a savings bank may not purchase, lease or acquire a site for an office building or an interest in real estate from an affiliated person, including a shareholder owning more than 10% of its capital stock, or from any firm, corporation, entity or family in which an affiliated person or 10% shareholder has a direct or indirect interest.

same residence), agent, or attorney of the savings bank, either individually or as an agent or partner of another, except as under the rules of the WDFI and regulations of the Federal Deposit Insurance Corporation.

In addition, unless the prior

approval of the WDFI is obtained, a savings bank may not purchase, lease or acquire a site for an office building or an interest in real estate from an affiliated person, including a shareholder owning more than 10% of its capital stock, or from any

firm, corporation, entity or family in which an affiliated person or 10% shareholder has a direct or indirect interest.

Federal Law and Regulation.

Sections 23A and 23B of the Federal Reserve Act govern transactions between an insured savings bank, such as WaterStone Bank, and any of its affiliates, including Waterstone Financial.

The Federal Reserve Board has adopted Regulation W, which comprehensively implements and interprets Sections 23A and 23B, in part by codifying prior Federal Reserve Board interpretations under Sections 23A and 23B.

An affiliate of a savings bank is any company or entity that controls, is controlled by or is under common control with the savings bank.

23A and 23B of the Federal Reserve Act govern transactions between an insured savings bank, such as WaterStone Bank, and any of its affiliates, including Waterstone Financial.

The Federal Reserve Board has adopted Regulation W, which comprehensively

implements and interprets Sections 23A and 23B, in part by codifying prior Federal Reserve Board interpretations under Sections 23A and 23B.

An affiliate of a savings bank is any company or entity that controls, is controlled by or is under common control with the savings

A subsidiary of a savings bank that is not also a depository institution or a “financial subsidiary” under federal law is not treated as an affiliate of the savings bank for the purposes of Sections 23A and 23B;

however, the Federal Deposit Insurance Corporation has the discretion to treat subsidiaries of a savings bank as affiliates on a case-by-case basis.

Sections 23A and 23B limit the extent to which a savings bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such savings bank’s capital stock and surplus, and limit all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus.

The term “covered transaction” includes the making of loans, purchase of assets, issuance of guarantees and other similar types of transactions.

Further, most loans and other extensions of credit by a savings bank to any of its affiliates must be secured by collateral in amounts ranging from 100% to 130% of the loan amounts, depending on the type of collateral.

In addition, any affiliate transaction by a savings bank must be on terms that are substantially the same, or at least as favorable, to the savings bank as those that would be provided to a non-affiliate, and be consistent with safe and sound banking practices.

A savings bank’s loans to its executive officers, directors, any owner of more than 10% of its stock (each, an insider) and any of certain entities affiliated with any such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the Federal Reserve Board’s Regulation O thereunder.

Under these restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks, (which is generally 15% of capital and surplus).

Aggregate loans by a savings bank to its insiders and insiders’ related interests in the aggregate may not exceed the savings bank’s unimpaired capital and unimpaired surplus.

With certain exceptions, loans to an executive officer, other than loans for the education of the officer’s children and certain loans secured by the officer’s primary residence, may not exceed the greater of $25,000 or 2.5% of the savings bank’s unimpaired capital and unimpaired surplus, but in no event more than $100,000.

Regulation O also requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the savings bank, with any interested director not participating in the voting, if such loan, when aggregated with any existing loans to that insider and the insider’s related interests, would exceed either $500,000 or the greater of $25,000 or 5% of the savings bank’s unimpaired capital and surplus.

Generally, such loans must be made on substantially the same terms as, and follow credit underwriting procedures that are no less stringent than, those that are prevailing at the time for comparable transactions with other persons and must not present more than a normal risk of collectability.

An exception to the requirement is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the savings bank and that does not give any preference to insiders of the bank over other employees of the bank.

Consistent with these requirements, the Bank offered employees special terms for home mortgage loans on their principal residences.

however, the Federal Deposit

Insurance Corporation has the discretion to treat subsidiaries of a savings bank as affiliates on a case-by-case basis.

Sections 23A and 23B limit the extent to which a savings bank or its subsidiaries may engage in “covered transactions” with any

one affiliate to an amount equal to 10% of such savings bank’s capital stock and surplus, and limit all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus.

The term “covered transaction” includes the

making of loans, purchase of assets, issuance of guarantees and other similar types of transactions.

Further, most loans and other extensions of credit by a savings bank to any of its affiliates must be secured by collateral in amounts ranging from

100% to 130% of the loan amounts, depending on the type of collateral.

In addition, any affiliate transaction by a savings bank must be on terms that are substantially the same, or at least as favorable, to the savings bank as those that would be

provided to a non-affiliate, and be consistent with safe and sound banking practices.

A savings bank’s loans to its executive officers, directors, any owner of more than 10% of its stock (each, an insider) and any of

certain entities affiliated with any such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the Federal Reserve Board’s Regulation O thereunder.

restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks, (which is generally 15% of capital and surplus).

Aggregate loans by a

savings bank to its insiders and insiders’ related interests in the aggregate may not exceed the savings bank’s unimpaired capital and unimpaired surplus.

With certain exceptions, loans to an executive officer, other than loans for the education of

the officer’s children and certain loans secured by the officer’s primary residence, may not exceed the greater of $25,000 or 2.5% of the savings bank’s unimpaired capital and unimpaired surplus, but in no event more than $100,000.

Regulation O also

requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the savings bank, with any interested director not participating in the voting, if such loan, when

aggregated with any existing loans to that insider and the insider’s related interests, would exceed either $500,000 or the greater of $25,000 or 5% of the savings bank’s unimpaired capital and surplus.

Generally, such loans must be made on

substantially the same terms as, and follow credit underwriting procedures that are no less stringent than, those that are prevailing at the time for comparable transactions with other persons and must not present more than a normal risk of

collectability.

An exception to the requirement is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is

widely available to employees of the savings bank and that does not give any preference to insiders of the bank over other employees of the bank.

Consistent with these requirements, the Bank offered employees special terms for home mortgage loans on

their principal residences.

Effective April 1, 2006, this program was discontinued for new loan originations.

Under the terms of the discontinued program, the employee interest rate is based on the Bank’s cost of funds on December 31st of the immediately preceding year and is adjusted annually.

At December 31, 2020, the rate of interest on an employee rate mortgage loan was 1.73%, compared to the weighted average rate of 4.27% on all single family mortgage loans.

This rate will increase to 1.02% effective March 1, 2021.

Employee rate mortgage loans totaled $751,000, or 0.2%, of our single family residential mortgage loan portfolio on December 31, 2020.

Under the terms of the discontinued program, the employee interest rate is based on the Bank’s cost of funds on December 31st of the

immediately preceding year and is adjusted annually.

At December 31, 2021, the rate of interest on an employee rate mortgage loan was

1.02%, compared to the weighted average rate of 4.10% on all single family mortgage loans.

This rate will decrease to 0.73% effective March 1, 2022.

Employee rate mortgage loans totaled $580,000, or 0.3%, of our single family residential mortgage

loan portfolio on December 31, 2021.

Transactions between Bank Customers and Affiliates

Wisconsin savings banks, such as WaterStone Bank, are subject to the prohibitions on certain tying arrangements.

Subject to certain exceptions, a savings bank is prohibited from extending credit to or offering any other service to a customer, or fixing or varying the consideration for such extension of credit or service, on the condition that such customer obtain some additional service from the institution or certain of its affiliates or not obtain services of a competitor of the institution.

Subject to certain

exceptions, a savings bank is prohibited from extending credit to or offering any other service to a customer, or fixing or varying the consideration for such extension of credit or service, on the condition that such customer obtain some additional

service from the institution or certain of its affiliates or not obtain services of a competitor of the institution.

Examinations and Assessments

WaterStone Bank is required to file periodic reports with and is subject to periodic examinations by the WDFI and FDIC.

WaterStone Bank is required to pay examination fees and annual assessments to fund its supervision.

Federal regulations require annual on-site examinations for all depository institutions except certain well-capitalized and highly rated institutions with assets of less than $3 billion which are examined every 18 months.

WaterStone Bank

is required to pay examination fees and annual assessments to fund its supervision.

Federal regulations require annual on-site examinations for all depository institutions except certain well-capitalized and highly rated institutions with assets of

less than $3 billion which are examined every 18 months.

Customer Privacy

Under Wisconsin and federal law and regulations, savings banks, such as WaterStone Bank, are required to develop and maintain privacy policies relating to information on its customers, restrict access to and establish procedures to protect customer data.

Applicable privacy regulations further restrict the sharing of non-public customer data with non-affiliated parties if the customer requests.

Under Wisconsin and federal law and regulations, savings banks, such as WaterStone Bank, are required to develop and maintain privacy

policies relating to information on its customers, restrict access to and establish procedures to protect customer data.

Applicable privacy regulations further restrict the sharing of non-public customer data with non-affiliated parties if the

customer requests.

Community Reinvestment Act

Under the Community Reinvestment Act, WaterStone Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods.

The Community Reinvestment Act does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the Community Reinvestment Act.

The Community Reinvestment Act requires the Federal Deposit Insurance Corporation, in connection with its examination of WaterStone Bank, to assess WaterStone Bank’s record of meeting the credit needs of its community and to take that record into account in the Federal Deposit Insurance Corporation’s evaluation of certain applications by WaterStone Bank.

For example, the regulations specify that a bank’s Community Reinvestment Act performance will be considered in its expansion (e.g., branching or merger) proposals and may be the basis for approving, denying or conditioning the approval of an application.

Under the Community Reinvestment Act, WaterStone Bank has a continuing and affirmative obligation consistent with its safe and sound

operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods.

The Community Reinvestment Act does not establish specific lending requirements or programs for financial institutions nor does it limit

an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the Community Reinvestment Act.

The Community Reinvestment Act requires the Federal Deposit

Insurance Corporation, in connection with its examination of WaterStone Bank, to assess WaterStone Bank’s record of meeting the credit needs of its community and to take that record into account in the Federal Deposit Insurance Corporation’s

evaluation of certain applications by WaterStone Bank.

For example, the regulations specify that a bank’s Community Reinvestment Act performance will be considered in its expansion (e.g., branching or merger) proposals and may be the basis for

approving, denying or conditioning the approval of an application.

As of the date of its most recent regulatory examination, WaterStone Bank was rated “satisfactory” with respect to its Community Reinvestment Act compliance.

Federal Home Loan Bank System

The Federal Home Loan Bank System, consisting of 11 Federal Home Loan Banks, is under the jurisdiction of the Federal Housing Finance Board.

The Federal Home Loan Bank System, consisting of 11 Federal Home Loan Banks, is under the jurisdiction of the Federal Housing Finance

The designated duties of the Federal Housing Finance Board are to supervise the Federal Home Loan Banks;

ensure that the Federal Home Loan Banks carry out their housing finance mission;

ensure that the Federal Home Loan Banks remain adequately capitalized and able to raise funds in the capital markets;

ensure that the Federal Home Loan Banks remain adequately

capitalized and able to raise funds in the capital markets;

and ensure that the Federal Home Loan Banks operate in a safe and sound manner.

WaterStone Bank, as a member of the Federal Home Loan Bank of Chicago, is required to acquire and hold shares of capital stock in the Federal Home Loan Bank of Chicago in specified amounts.

WaterStone Bank, as a member of the Federal Home Loan Bank of Chicago, is required to acquire and hold shares of capital stock in the

Federal Home Loan Bank of Chicago in specified amounts.

WaterStone Bank is in compliance with this requirement with an investment in Federal Home Loan Bank of Chicago stock of $24.4 million at December 31, 2021.

Among other benefits, the Federal Home Loan Banks provide a central credit facility primarily for member institutions.

It is funded primarily from proceeds derived from the sale of consolidated obligations of the Federal Home Loan Bank System.

It makes advances to members in accordance with policies and procedures established by the Federal Housing Finance Board and the board of directors of the Federal Home Loan Bank of Chicago.

At December 31, 2020, WaterStone Bank had $499.0 million in advances from the Federal Home Loan Bank of Chicago.

primarily from proceeds derived from the sale of consolidated obligations of the Federal Home Loan Bank System.

It makes advances to members in accordance with policies and procedures established by the Federal Housing Finance Board and the board of

directors of the Federal Home Loan Bank of Chicago.

At December 31, 2021, WaterStone Bank had $475.0 million in advances from the

Federal Home Loan Bank of Chicago.

USA PATRIOT Act

The USA PATRIOT Act gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements.

The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls designed to combat money laundering activities in determining whether to approve a merger or other acquisition application of a member institution.

Accordingly, if we engage in a merger or other acquisition, our controls designed to combat money laundering would be considered as part of the application process.

The USA PATRIOT Act gives the federal government powers to address terrorist threats through enhanced domestic security measures,

expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements.

The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls designed to combat

money laundering activities in determining whether to approve a merger or other acquisition application of a member institution.

Accordingly, if we engage in a merger or other acquisition, our controls designed to combat money laundering would be

considered as part of the application process.

We have established policies, procedures and systems designed to comply with these regulations.

Regulation of Waterstone Mortgage Corporation

Waterstone Mortgage Corporation is subject to numerous federal, state and local laws and regulations and may be subject to various judicial and administrative decisions imposing various requirements and restrictions on its business.

Waterstone Mortgage Corporation is subject to numerous federal, state and local laws and regulations and may be subject to various

judicial and administrative decisions imposing various requirements and restrictions on its business.

These laws, regulations and judicial and administrative decisions to which Waterstone Mortgage Corporation is subject include those pertaining to:

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compliance with federal and state disclosure and licensing requirements;

the establishment of maximum interest rates, finance charges and other charges;

establishment of maximum interest rates, finance charges and other charges;

secured transactions;

collection, foreclosure, repossession and claims-handling procedures;

other trade practices and privacy regulations providing for the use and safeguarding of non-public personal financial information of borrowers;

other trade practices and privacy regulations providing for the use and

safeguarding of non-public personal financial information of borrowers;

and guidance on non-traditional mortgage loans issued by the federal financial regulatory agencies.

Waterstone Mortgage Corporation may also be required to comply with any additional requirements that its customers may be subject to by their regulatory authorities.

Waterstone Mortgage Corporation may also be required to comply with any

additional requirements that its customers may be subject to by their regulatory authorities.

Holding Company Regulation

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The Federal Reserve Board has enforcement authority over Waterstone Financial and its non-savings institution subsidiaries.

Among other things, that authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a risk to WaterStone Bank.

Among other things, that authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to

be a risk to WaterStone Bank.

In addition, any company that owns or controls, directly or indirectly, more than 25% of the voting securities of a state savings bank is subject to regulation as a savings bank holding company by the WDFI.

Waterstone Financial is subject to regulation as a savings bank holding company under Wisconsin law.

Financial is subject to regulation as a savings bank holding company under Wisconsin law.

However, the WDFI has not issued specific regulations governing stock savings bank holding companies.

As a savings and loan holding company, Waterstone Financial’s activities are limited to those activities permissible by law for financial holding companies (if Waterstone Financial makes an election to be treated as a financial holding company and meets the other requirements to be a financial holding company) or multiple savings and loan holding companies.

A financial holding company may engage in activities that are financial in nature, incidental to financial activities or complementary to a financial activity.

Such activities include lending and other activities permitted for bank holding companies, insurance and underwriting equity securities.

Multiple savings and loan holding companies are authorized to engage in activities specified by federal regulation.

Federal law prohibits a savings and loan holding company, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings institution or savings and loan holding company without prior written approval of the Federal Reserve Board, and from acquiring or retaining control of any depository institution not insured by the Federal Deposit Insurance Corporation.

In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board must consider such things as the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on and the risk to the federal deposit insurance fund, the convenience and needs of the community and competitive factors.

A savings and loan holding company may not acquire a savings institution in another state and hold the target institution as a separate subsidiary unless it is a supervisory acquisition under Section 13(k) of the Federal Deposit Insurance Act or the law of the state in which the target is located authorizes such acquisitions by out-of-state companies.

The Dodd-Frank Act required the Federal Reserve Board to impose upon bank and savings and loan holding companies consolidated regulatory capital requirements that are equally stringent as those applicable to the subsidiary depository institutions.

However, legislation enacted in May 2018 required the Federal Reserve Board to raise the asset size threshold of its “small holding company” exception to the applicability of consolidated holding company capital requirements from $1 billion to $3 billion.

That change became effective in 2018.

Consequently, holding companies with less than $3 billion of consolidated assets, such as Waterstone Financial, are generally not subject to the requirements unless otherwise advised by the Federal Reserve Board.

The business activities of savings and loan holding companies are generally limited to those activities permissible for bank holding

companies under Section 4(c)(8) of the Bank Holding Company Act, subject to the prior approval of the Federal Reserve Board, and certain additional activities authorized by Federal Reserve Board regulations, unless the holding company has elected

“financial holding company” status.

A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance as well as activities that are incidental to financial activities or

complementary to a financial activity.

Waterstone Financial has not elected financial holding company status.

Federal law generally prohibits the acquisition of more than 5% of a class of voting stock of a company engaged in impermissible

Federal law prohibits a savings and loan holding company, directly or indirectly, or through one or more subsidiaries, from acquiring

more than 5% of another savings institution or savings and loan holding company without prior written approval of the Federal Reserve Board, and from acquiring or retaining control of any depository institution not insured by the Federal Deposit

Insurance Corporation.

involved, the effect of the acquisition on and the risk to the federal deposit insurance fund, the convenience and needs of the community and competitive factors.

A savings and loan holding company may not acquire a savings institution in another

state and hold the target institution as a separate subsidiary unless it is a supervisory acquisition under Section 13(k) of the Federal Deposit Insurance Act or the law of the state in which the target is located authorizes such acquisitions by

out-of-state companies.

The Dodd-Frank Act required the Federal Reserve Board to impose upon bank and savings and loan holding companies consolidated regulatory

capital requirements that are equally stringent as those applicable to the subsidiary depository institutions.

However, legislation enacted in 2018 required the Federal Reserve Board to raise the asset size threshold of its “small holding company”

exception to the applicability of consolidated holding company capital requirements from $1 billion to $3 billion.

Consequently, holding companies with less than $3 billion of consolidated assets, such as Waterstone Financial, are generally not

subject to the requirements unless otherwise advised by the Federal Reserve Board.

The Dodd-Frank Act extended the "source of strength" doctrine to savings and loan holding companies.

The Federal Reserve Board promulgated regulations implementing the "source of strength" policy, which requires holding companies to act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress.

The Federal Reserve Board has issued a policy statement regarding the payment of dividends and the repurchase of shares of common stock by bank and savings and loan holding companies.

In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition.

Regulatory guidance provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund a proposed dividend or the company’s overall rate of earnings retention is inconsistent with the company’s capital needs and overall financial condition.

The Federal Reserve Board

promulgated regulations implementing the "source of strength" policy, which requires holding companies to act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial

The Federal Reserve Board has issued a policy statement

regarding the payment of dividends and the repurchase of shares of common stock by bank and savings and loan holding companies.

In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective

rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition.

Regulatory guidance provides for prior regulatory consultation with respect to capital

distributions in certain circumstances such as where the company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund a proposed dividend or the company’s overall rate of earnings

retention is inconsistent with the company’s capital needs and overall financial condition.

The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.

The policy statement also states that a holding company should inform the Federal Reserve Board supervisory staff, to provide opportunity for supervisory review and possible objection, prior to redeeming or repurchasing common stock or perpetual preferred stock if the holding company is experiencing financial weaknesses or if the repurchase or redemption would result in a net reduction, as of the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred.

The guidance also provides for

prior consultation with supervisory staff for material increases in the amount of a company’s common stock dividend.

The policy statement also states that a holding

company should inform the Federal Reserve Board supervisory staff, to provide opportunity for supervisory review and possible objection, prior to redeeming or repurchasing common stock or perpetual preferred stock if the holding company is

experiencing financial weaknesses or if the repurchase or redemption would result in a net reduction, as of the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the

redemption or repurchase occurred.

These regulatory policies may affect the ability of Waterstone Financial to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.

Holding Company Dividends

Waterstone Financial will not be permitted to pay dividends on its common stock if its stockholders’ equity would be reduced below the amount of the liquidation account established by Waterstone Financial in connection with the conversion.

The source of dividends will depend on the net proceeds retained by Waterstone Financial and earnings thereon, and dividends from WaterStone Bank.

In addition, Waterstone Financial will be subject to relevant state corporate law limitations and federal bank regulatory policy on the payment of dividends.

Maryland law, which is the state of Waterstone Financial’s incorporation, generally limits dividends if the corporation would not be able to pay its debts in the usual course of business after giving effect to the dividend or if the corporation’s total assets would be less than the corporation’s total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution.

The dividend rate and continued payment of dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions.

Waterstone Financial is not permitted to pay dividends on its common stock if its stockholders’ equity would be reduced below the amount of

the liquidation account established by Waterstone Financial in connection with the conversion.

In addition, Waterstone Financial is subject to relevant state corporate law limitations and federal bank regulatory policy on the payment of dividends.

total assets would be less than the corporation’s total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution.

The dividend rate and continued payment of dividends will depend on a number of factors, including our capital requirements, our

financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions.

Federal Securities Laws Regulation

1 unchanged sentence

Waterstone Financial common stock is registered with the Securities and Exchange Commission.

Waterstone Financial is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

Waterstone Financial is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange

Shares of common stock purchased by persons who are not affiliates of Waterstone Financial may be resold without registration.

Shares purchased by an affiliate of Waterstone Financial are subject to the resale restrictions of Rule 144 under the Securities Act of 1933.

If Waterstone Financial meets the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of Waterstone Financial that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of Waterstone Financial, or the average weekly volume of trading in the shares during the preceding four calendar weeks.

In the future, Waterstone Financial may permit affiliates to have their shares registered for sale under the Securities Act of 1933.

purchased by an affiliate of Waterstone Financial are subject to the resale restrictions of Rule 144 under the Securities Act of 1933.

If Waterstone Financial meets the current public information requirements of Rule 144 under the Securities Act of

1933, each affiliate of Waterstone Financial that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without

registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of Waterstone Financial, or the average weekly volume of trading in the shares during the preceding four calendar weeks.

future, Waterstone Financial may permit affiliates to have their shares registered for sale under the Securities Act of 1933.

Sarbanes-Oxley Act of 2002.

The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.

We have policies, procedures and systems designed to comply with these regulations, and we review and document such policies, procedures and systems to ensure continued compliance with these regulations.

reliability of corporate disclosures pursuant to the securities laws.

We have policies, procedures and systems designed to comply with these regulations, and we review and document such policies, procedures and systems to ensure continued compliance

with these regulations.

Change in Control Regulations

Under the Change in Bank Control Act, no person may acquire control of a savings and loan holding company such as Waterstone Financial unless the Federal Reserve Board has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition.

Control, as defined under federal law, means ownership, control of or holding irrevocable proxies representing more than 25% of any class of voting stock, control in any manner of the election of a majority of the institution’s directors, or a determination by the regulator that the acquiror has the power, directly or indirectly, to exercise a controlling influence over the management or policies of the institution.

Acquisition of more than 10% of any class of a savings and loan holding company’s voting stock constitutes a rebuttable determination of control under the regulations under certain circumstances including where, as is the case with Waterstone Financial, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934.

In addition, the Savings and Loan Holding Company Act provides that no company may acquire control of a savings and loan holding company (as “control” is defined for purposes of that statute) without the prior approval of the Federal Reserve Board.

Any company that acquires such control becomes a “savings and loan holding company” subject to registration, examination and regulation by the Federal Reserve Board.

Under the Change in Bank Control Act, no person may acquire

control of a savings and loan holding company such as Waterstone Financial unless the Federal Reserve Board has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration

certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition.

Control, as defined under the Change in Bank Control Act federal law, means ownership, control of or the power to vote 25% or more of any class of voting stock.

Acquisition of more than 10% of any class of a savings and loan holding company’s voting stock constitutes a

rebuttable determination of control under the regulations under certain circumstances including where, as is the case with Waterstone Financial, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934.

In addition, the Savings and Loan Holding Company Act provides that no company may acquire control of a savings and loan holding company

(as “control” is defined for purposes of that statute) without the prior approval of the Federal Reserve Board.

Any company that acquires such control becomes a “savings and loan holding company” subject to registration, examination and regulation by

the Federal Reserve Board.

Effective September 30, 2020, the Federal Reserve Board adopted changes to its regulatory definition of “control” under the Savings and Loan Holding Company Act.

Relevant factors include a company’s voting and nonvoting equity interests in the savings and loan holding company, director, officer and employee overlaps and the scope of business relationships between the company and the savings and loan holding company or its subsidiary institution.

Relevant factors include a company’s voting and nonvoting

equity interests in the savings and loan holding company, director, officer and employee overlaps and the scope of business relationships between the company and the savings and loan holding company or its subsidiary institution.

Federal and State Taxation

Federal Taxation

Waterstone Financial and subsidiaries are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below.

Waterstone Financial and subsidiaries constitute an affiliated group of corporations and, therefore, are eligible to report their income on a consolidated basis.

The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to Waterstone Financial or WaterStone Bank.

Waterstone Financial

and subsidiaries are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below.

Waterstone Financial and subsidiaries constitute an affiliated group of corporations and, therefore, are

eligible to report their income on a consolidated basis.

The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to

Waterstone Financial or WaterStone Bank.

The Company is no longer subject to federal tax examinations for years before 2017.

Method of Accounting.

For federal income tax purposes, Waterstone Financial currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal income tax returns.

federal income tax purposes, Waterstone Financial currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal income tax returns.

Bad Debt Reserves.

Prior to the Small Business Protection Act of 1996 (the "1996 Act"), WaterStone Bank was permitted to establish a reserve for bad debts and to make annual additions to the reserve.

These additions could, within specified formula limits, be deducted in arriving at our taxable income.

the Small Business Protection Act of 1996 (the "1996 Act"), WaterStone Bank was permitted to establish a reserve for bad debts and to make annual additions to the reserve.

These additions could, within specified formula limits, be deducted in

arriving at our taxable income.

As a result of the 1996 Act, WaterStone Bank was required to use the specific charge-off method in computing its bad debt deduction beginning with its 1996 federal tax return.

Savings institutions were required to recapture any excess reserves over those established as of December 31, 1987 (base year reserve).

At December 31, 2020, WaterStone Bank had no reserves subject to recapture in excess of its base year.

Savings institutions were required to

recapture any excess reserves over those established as of December 31, 1987 (base year reserve).

At December 31, 2021, WaterStone Bank

had no reserves subject to recapture in excess of its base year.

Waterstone Financial is required to use the specific charge-off method to account for tax bad debt deductions.

Taxable Distributions and Recapture.

Prior to 1996, bad debt reserves created prior to 1988 were subject to recapture into taxable income if WaterStone Bank failed to meet certain thrift asset and definitional tests or made certain distributions.

Tax law changes in 1996 eliminated thrift-related recapture rules.

However, under current law, pre-1988 tax bad debt reserves remain subject to recapture if WaterStone Bank makes certain non-dividend distributions, repurchases any of its common stock, pays dividends in excess of earnings and profits, or fails to qualify as a “bank” for tax purposes.

to 1996, bad debt reserves created prior to 1988 were subject to recapture into taxable income if WaterStone Bank failed to meet certain thrift asset and definitional tests or made certain distributions.

Tax law changes in 1996 eliminated

thrift-related recapture rules.

earnings and profits, or fails to qualify as a “bank” for tax purposes.

At December 31, 2021, our total federal pre-base year bad debt reserve was approximately $16.7 million.

Corporate Dividends-Received Deduction.

Corporate Dividends-Received

Waterstone Financial may exclude from its federal taxable income 100% of dividends received from WaterStone Bank as a wholly-owned subsidiary by filing consolidated tax returns.

The corporate dividends-received deduction is 65% when the corporation receiving the dividend owns at least 20% of the stock of the distributing corporation.

The corporate dividends-received deduction is 65%

when the corporation receiving the dividend owns at least 20% of the stock of the distributing corporation.

The dividends-received deduction is 50% when the corporation receiving the dividend owns less than 20% of the distributing corporation.

State Taxation

The Company is subject to primarily the Wisconsin corporate franchise (income) tax and taxation in a number of states due primarily to the operations of the mortgage banking segment.

The Company is subject to primarily the Wisconsin corporate franchise (income) tax and taxation in a number of states due primarily to

the operations of the mortgage banking segment.

Under current law, the state of Wisconsin imposes a corporate franchise tax of 7.9% on the combined taxable incomes of the members of our consolidated income tax group.

The Company is no longer subject to state income tax examinations by certain state tax authorities for years before 2016.

As a Maryland business corporation, Waterstone Financial is required to file an annual report and pay franchise taxes to the state of Maryland.

As a Maryland business corporation, Waterstone Financial is required to file an annual report and pay franchise taxes to the state of

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