Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2026
OR
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File No. 001-42775
Avidia Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
33-4239888
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
42 Main Street, Hudson, Massachusetts
01749
(Address of Principal Executive Offices)
(Zip Code)
(800) 508-2265
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of Each Exchange on Which Registered
Common stock, $0.01 par value
AVBC
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act:
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒
There were 20,076,250 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of May 13, 2026.
Form 10-Q
Index
Page
Part I. – Financial Information
Item 1.
Financial Statements
1
Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025
Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)
2
Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025 (unaudited)
3
Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)
4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)
5
Notes to Consolidated Financial Statements (unaudited)
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
39
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
52
Item 4.
Controls and Procedures
Part II. – Other Information
Legal Proceedings
53
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
54
Signature Page
55
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026 (Unaudited) and December 31, 2025
Consolidated Balance Sheets
(Dollars in thousands)
March 31,2026
December 31,2025
Assets:
Cash and due from banks
$
19,231
15,903
Short-term investments
73,793
129,551
Total cash and cash equivalents
93,024
145,454
Securities available for sale, at fair value (amortized cost $313,386 in 2026 and $285,252 in 2025)
295,924
269,139
Securities held to maturity, at amortized cost (fair value $12,607 in 2026 and $12,601 in 2025)
13,000
Total securities
308,924
282,139
Federal Home Loan Bank stock, at cost
9,817
11,801
Loans held for sale
188
400
Total loans
2,284,555
2,298,466
Allowance for credit losses
(22,761
)
(22,018
Net loans
2,261,794
2,276,448
Premises and equipment, net
29,029
29,183
Bank-owned life insurance
46,929
36,660
Accrued interest receivable
8,683
8,537
Net deferred tax asset
10,584
13,134
Goodwill
11,936
Mortgage servicing rights
3,086
3,033
Other assets
23,423
18,365
Total assets
2,807,417
2,837,090
Liabilities:
Deposits
2,146,160
2,128,283
Federal Home Loan Bank advances
205,000
260,000
Subordinated debt
27,852
27,815
Accrued expenses and other liabilities
44,884
41,998
Total liabilities
2,423,896
2,458,096
Shareholders' equity:
Common stock, $0.01 par value, 120,000,000 shares authorized, 20,076,250 shares issued and outstanding in 2026 and 2025
201
Additional paid-in capital
195,057
194,899
Unallocated ESOP common stock
(15,057
(15,258
Retained earnings
216,973
211,981
Accumulated other comprehensive loss
(13,653
(12,829
Total shareholders' equity
383,521
378,994
Total liabilities and shareholders' equity
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Operations (Unaudited)
Three Months Ended
March 31,
(Dollars in thousands, except per share data)
2026
2025
Interest and dividend income:
Loans, including fees
30,313
28,183
Securities
2,544
2,651
Other
742
215
Total interest and dividend income
33,599
31,049
Interest expense:
6,884
7,731
2,381
3,792
352
315
Total interest expense
9,617
11,838
Net interest income
23,982
19,211
Credit loss expense - loans
859
17,305
Credit loss expense - off-balance sheet credit exposures
230
311
Net interest income, after credit loss expense
22,893
1,595
Non-interest income:
Customer service fees
919
901
Net loss on sale of securities available for sale
—
(541
Payment processing income
1,909
2,192
Income on bank-owned life insurance
269
279
Mortgage banking income
263
16
Investment commissions
356
350
570
530
Total non-interest income
4,286
3,727
Non-interest expense:
Salaries and employee benefits
10,200
11,566
Occupancy and equipment
1,828
2,018
Data processing
2,890
3,378
Professional fees
1,108
661
Payment processing
367
1,043
Deposit insurance
343
632
Advertising
206
265
Telecommunications
99
92
Problem loan and foreclosed real estate, net
198
112
Other general and administrative
1,753
2,064
Total non-interest expense
18,992
21,831
Income (loss) before income tax expense (benefit)
8,187
(16,509
Income tax expense (benefit)
2,191
(4,922
Net income (loss)
5,996
(11,587
Earnings per common share:
Basic
0.32
Diluted
Weighted average common shares outstanding:
18,557,370
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
Other comprehensive income:
Securities available for sale
Unrealized holding (losses) gains arising during period
(1,349
4,647
Reclassification adjustment for losses realized in income (1)
541
Cash flow hedge
Unrealized holding gain (loss)
313
(314
Other comprehensive (loss) income, before tax
(1,036
4,874
Deferred tax effect
212
(1,057
Other comprehensive (loss) income
(824
3,817
Comprehensive income (loss)
5,172
(7,770
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
Shares of Common Stock Outstanding
Common Stock
Additional Paid-In Capital
Unallocated ESOP Common Stock
RetainedEarnings
AccumulatedOtherComprehensiveLoss
Total
Balance at December 31, 2024
215,270
(21,443
193,827
Net loss
Other comprehensive income
Balance at March 31, 2025
203,683
(17,626
186,057
Balance at December 31, 2025
20,076,250
Net income
Other comprehensive loss
Dividends declared and paid on common stock ($0.05 per share)
(1,004
ESOP shares committed to be released
158
359
Balance at March 31, 2026
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31,
Cash flows from operating activities:
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization of premises and equipment
676
658
Gain on sale of loans
(30
(50
(Gain) loss on premises and equipment
(3
Net amortization of securities
(218
(27
Proceeds from sale of loans
1,127
1,474
Loans originated for sale
(885
(1,285
Amortization of right of use assets
116
118
Amortization of subordinated debt issuance costs
37
Increase in cash surrender value of bank-owned life insurance
(269
(279
Net change in accrued interest receivable
(146
95
ESOP expense
Other, net
527
(9,894
Net cash provided (used) by operating activities
8,376
(2,227
Cash flows from investing activities:
Maturities, principal payments, calls and sales
15,808
23,324
Purchases
(43,725
(14,663
Redemption of Federal Home Loan Bank stock
1,984
2,131
Purchases of Federal Home Loan Bank stock
(2,131
Net change in loans
13,888
(52,142
Purchases of bank owned life insurance
(10,000
Proceeds from sale of premises and equipment
18
Purchases of premises and equipment
(652
(1,653
Net cash used by investing activities
(22,679
(45,134
Consolidated Statements of Cash Flows (Unaudited) (continued)
Cash flows from financing activities:
Net change in deposits
17,877
67,999
Net change in short-term Federal Home Loan Bank advances
(25,000
Repayment of long-term Federal Home Loan Bank advances
(30,000
Cash dividends declared and paid on common stock
Net cash (used) provided by financing activities
(38,127
Net change in cash and cash equivalents
(52,430
20,638
Cash and due from banks at beginning of year
62,444
Cash and due from banks at end of year
83,082
Supplementary cash flow information:
Interest paid on deposits and borrowed funds
9,478
11,586
Income taxes paid, net of refunds
71
418
6
Notes to Consolidated Financial Statements(Unaudited)
NOTE 1. NATURE OF OPERATIONS AND CONVERSION
Avidia Bancorp, Inc. (the “Company”) is the bank holding company for Avidia Bank that was created upon the conversion of Assabet Valley Bancorp, the mutual holding company and sole stockholder of Avidia Bank (the "Bank"), from the mutual form of organization to the stock form of organization. The conversion was completed on July 31, 2025. Prior to July 31, 2025, the conversion had not yet been completed and the Company had no assets or liabilities and had not conducted any business activities other than organizational activities. Accordingly, the unaudited consolidated financial statements, and related notes, and other financial information included in this report at or for any period prior to July 31, 2025 relate to Assabet Valley Bancorp.
Conversion and Change in Corporate Form
Effective July 31, 2025, Assabet Valley Bancorp, the former mutual holding company of Avidia Bank and the predecessor to Avidia Bancorp, Inc., consummated its mutual to stock conversion and the Company consummated its related stock offering. In the offering, the Company sold 19,176,250 shares of common stock at a per share price of $10.00, including 1,606,100 shares of common stock purchased by the Bank's employee stock ownership plan, for net offering proceeds of approximately $185.8 million. Additionally, the Company donated $1.0 million of cash and 900,000 shares of common stock to the Avidia Bank Charitable Foundation (the "Foundation"). A total of 20,076,250 shares of common stock of the Company were issued and outstanding immediately after the donation to the Foundation. The purchase of the common stock by the ESOP was financed by a loan from the Company.
In connection with the conversion, the Company and the Bank established liquidation accounts in an amount equal to Assabet Valley Bancorp’s total equity as reflected in the latest consolidated balance sheets contained in the final offering prospectus for the conversion. The liquidation accounts will be maintained for the benefit of eligible account holders (as defined in the Plan) and supplemental eligible account holders (as defined in the Plan) (collectively, “eligible depositors”) who continue to maintain their deposit accounts in the Bank after the conversion. In the event of a complete liquidation of either (i) the Bank or (ii) the Bank and the Company (and only in such events), eligible depositors who continue to maintain their deposit accounts will be entitled to receive a distribution from the liquidation accounts before any distribution may be made with respect to the common stock of the Company.
The Company may not declare or pay a cash dividend if the effect thereof would cause its equity to be reduced below either the amount required for the liquidation accounts or the regulatory capital requirements imposed by its respective bank regulators.
Notes to Consolidated Financial Statements (continued)
NOTE 2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
The interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Avidia Bank (the “Bank”), and its subsidiaries, Hudson Security Corporation, Eli Whitney Securities Corporation and 42 Main Street Corporation. The Bank is a state-chartered savings bank that provides depository and loan products to individual and corporate customers primarily in the central Massachusetts region. Hudson Security Corporation and Eli Whitney Securities Corporation engage in the investment of securities. 42 Main Street Corporation was established to hold, manage, and sell the Bank’s foreclosed real estate property. All significant intercompany balances and transactions have been eliminated in consolidation.
Management has evaluated subsequent events through the date these consolidated financial statements were issued. On April 23, 2026, the Company's Board declared a cash dividend of $0.05 per common share, payable on or about May 28, 2026, to shareholders of record as of May 19, 2026. This dividend has been recorded in the Company's consolidated financial statements as of the declaration date. There were no other subsequent events that require recognition and/or disclosure in the consolidated financial statements.
In the opinion of management, the accompanying interim consolidated financial statements of the Company include all normal and recurring adjustments necessary for a fair presentation. Such adjustments are the only adjustments included in such financial statements. The results for any interim period are not necessarily indicative of results for the full year. These unaudited consolidated financial statements and notes hereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The significant accounting policies used in preparation of the Company's consolidated financial statements are disclosed in its 2025 audited consolidated financial statements, contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Use of Estimates
In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and the realizability of deferred tax assets.
Reclassification
Certain items in prior financial statements have been reclassified to conform to the current presentation.
8
Tax Credit Investments
The Company invests in qualified affordable housing projects through limited liability entities to obtain tax benefits and to contribute to its local community. The Company has elected to account for these investments using the proportional amortization method whereby the amortization of the investment in the limited liability entity is in proportion to the tax credits utilized each year and amortization is recognized in the consolidated statements of operations as a component of income tax expense (benefit). These investments are reported in other assets in the consolidated balance sheets in the amounts of $851 thousand and $911 thousand at March 31, 2026 and December 31, 2025, respectively.
Segment Information
The Company's reportable segment is determined by the Chief Financial Officer, who is the designated chief operating decision maker, based upon information provided about the Company's products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided by the chief operating decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation. Loans, investments, and deposit product service fees provide the revenues in the banking operation. Interest expense, credit loss expense, and salaries and employee benefits, as reported on the consolidated statements of operations, provide the significant expenses in the banking operation. All operations are domestic.
Accounting policies for segments are the same as those described herein. Segment performance is evaluated using consolidated net income. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. Noncash items, such as depreciation and amortization, as well as expenditures for premises and equipment, are reported on the consolidated statements of cash flows.
Employee Stock Ownership Plan ("ESOP")
ESOP shares are shown as a reduction of shareholders' equity and are presented in the consolidated statements of changes in shareholders’ equity as unallocated ESOP common stock. Compensation expense for the Company’s ESOP is recorded at an amount equal to the shares committed to be allocated by the ESOP multiplied by the average fair market value of the shares during the period. The Company recognizes compensation expense ratably over the period based upon the Company’s estimate of the number of shares committed to be allocated by the ESOP. When the shares are released, unallocated ESOP common stock is reduced by the cost of the ESOP shares released and the difference between the average fair market value and the cost of the shares committed to be allocated by the ESOP is recorded as an adjustment to additional paid-in capital. The loan receivable from the ESOP is not reported as an asset nor is the Company’s guarantee to fund the ESOP reported as a liability on the Company’s consolidated balance sheet. The employees of the Bank are the participants in the ESOP. Dividends paid on unallocated shares are used to repay the loan to the Company.
9
NOTE 3. RECENT ACCOUNTING DEVELOPMENTS
Recently Adopted Accounting Standards
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The ASU provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information, such as requiring the disclosure of specific categories in the rate reconciliation and the disaggregation of income tax expense and income taxes paid by federal, state, and foreign taxes. This ASU was adopted December 31, 2025, and it did not have a material impact on the Company’s consolidated financial statements.
Future Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU will require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company does not expect this ASU to have a material impact on the Company's consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans. This ASU revises Topic 326 to simplify and improve the accounting for acquired financial assets. The update expands the application of the gross-up approach to include purchased seasoned loans, eliminating the complexity and inconsistency created by having separate models for purchased credit deteriorated ("PCD") and non-PCD assets. Under the new guidance, the initial allowance for credit losses is added to the amortized cost basis rather than recorded as a Day 1 provision expense. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not expect this ASU to have a material impact on the Company's consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This ASU introduces clarifications to Topic 815 building on improvements from ASU 2017‑12, and addresses challenges arising from the global reference rate reform (i.e., the LIBOR transition). The new guidance aims to reduce complexity in applying hedge accounting to transactions tied to an entity’s risk management activities and promotes consistency in accounting for forecasted transactions, interest rate flexibility, and nonfinancial components. The update expands eligibility for hedge accounting by allowing groups of forecasted transactions with similar risk exposures, provides guidance for hedging interest payments on debt with selectable interest rate indexes, clarifies hedging of specified components of nonfinancial assets, and eases restrictions related to net written options and certain compound derivatives. It also resolves presentation mismatches for certain foreign currency hedging relationships. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not expect this ASU to have a material impact on the Company's consolidated financial statements.
10
NOTE 4. INVESTMENT SECURITIES
The following tables summarize the amortized cost and fair value of securities available for sale and held to maturity, with gross unrealized gains and losses at the dates indicated:
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
Fair Value
March 31, 2026
Securities Available for Sale
U.S. Government and government-sponsored enterprise obligations
91,857
83
(4,995
86,945
Municipal securities
7,598
(527
7,071
Mortgage-backed securities(1)
213,931
600
(12,623
201,908
Total securities available for sale
313,386
683
(18,145
Securities Held to Maturity
Corporate bonds
500
(40
460
Subordinated debt securities
12,500
(371
12,147
Total securities held to maturity
(411
12,607
December 31, 2025
92,844
157
(4,810
88,191
7,607
(458
7,150
184,801
986
(11,989
173,798
285,252
1,144
(17,257
(35
465
14
(378
12,136
(413
12,601
Management determined there was no allowance for credit losses ("ACL") required for securities available for sale and securities held to maturity as of March 31, 2026 or December 31, 2025.
11
The amortized cost and fair value of debt securities by contractual maturity at March 31, 2026 follows. Expected maturities will differ from contractual maturities because the issuers have, in certain instances, the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
Available for Sale
Held to Maturity
FairValue
Within 1 year
9,991
9,931
1,000
1,018
After 1 year through 5 years
70,937
67,495
2,000
1,972
After 5 years through 10 years
13,468
11,897
9,500
9,157
Over 10 years
5,059
4,693
Total securities with defined maturities
99,455
94,016
Mortgage-backed securities
Investment securities with a carrying value of $92.8 million and $78.5 million were pledged as collateral at March 31, 2026 and December 31, 2025, respectively, for borrowings available through the Federal Reserve Bank of Boston discount window (see Note 8). Investment securities with a carrying value of $208.9 million and $188.7 million were pledged as collateral at March 31, 2026 and December 31, 2025, respectively, for borrowings available with the Federal Home Loan Bank (see Note 8).
During the three months ended March 31, 2026, there were no sales of securities available for sale. During the three months ended March 31, 2025, proceeds from sales of securities available for sale amounted to $7.9 million. During the three months ended March 31, 2026, there were no gross gains or losses. During the three months ended March 31, 2025, there were gross losses of $541 thousand and no gross gains.
12
The following table summarizes securities in an unrealized loss position for which an ACL has not been recorded. Information pertaining to securities with gross unrealized losses at March 31, 2026 and December 31, 2025 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
Less Than Twelve Months
Twelve Months or Greater
4,995
71,855
3,006
511
4,065
665
57,745
11,958
74,813
12,623
132,558
681
60,751
17,464
150,733
18,145
211,484
4,810
72,028
458
5,149
111
16,478
11,878
84,462
11,989
100,940
17,146
161,639
17,257
178,117
The unrealized losses on the Company’s available for sale mortgage-backed securities (MBS) and debt securities have not been recognized into income because management does not intend to sell, nor does it anticipate that it will be required to sell, any of the available for sale securities before recovery of its amortized cost basis. Furthermore, the unrealized losses were due to changes in market interest rates and other market conditions, were not reflective of credit events, and the issuers continue to make timely principal and interest payments on the MBS and debt security instruments. Agency-backed and government-sponsored enterprise securities have a long history with no credit losses, including during times of severe stress. The principal and interest payments on agency guaranteed debt and MBS are backed by the U.S. government. Government-sponsored enterprises similarly guarantee principal and interest payments and carry an implicit guarantee from the U.S. Department of the Treasury. Additionally, government-sponsored enterprise securities are exceptionally liquid, readily marketable, and provide a substantial amount of price transparency and price parity, indicating a perception of zero credit risk. The Company’s unrealized losses from municipal bonds were due to changes in the market interest rate environment and not reflective of credit events. The issuers of these bonds are all Massachusetts based and have no history of credit losses. The contractual terms of these investments do not permit the issuers to settle the security at a price less than the par value of the investments. The Company does not believe it is probable that it will be unable to collect all amounts due according to the contractual terms of the municipal bonds.
Held to maturity corporate bond and subordinated debt holdings are comprised of high credit quality financial institutions. High credit quality corporate bonds and subordinated debt obligations have a history of zero to near-zero credit loss. Corporate bonds are primarily comprised of well capitalized and strong performing financial institutions. Accordingly, the Company determined that the expected credit loss on its held to maturity portfolio was immaterial, and therefore, an allowance was not carried on its held to maturity debt securities at March 31, 2026 and December 31, 2025.
13
NOTE 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The composition of net loans as of March 31, 2026 and December 31, 2025 was as follows:
Real estate loans
One to four family residential
513,146
518,225
Home equity and second mortgages
83,371
78,350
Commercial real estate
537,752
534,855
Commercial real estate multi-family
104,253
104,695
Construction & land
47,467
57,005
Total real estate loans
1,285,989
1,293,130
Commercial loans
Condominium associations
497,503
506,683
Other commercial & industrial
494,514
491,765
PPP loans
Total commercial loans
992,017
998,459
Consumer loans
Consumer
3,456
3,877
Total consumer loans
2,281,462
2,295,466
Net deferred loan costs
3,093
3,000
Loans, net
The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early,implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions.The Company monitors and manages credit risk through the following governance structure: The Chief Credit Officer ("CCO") maintains the Credit Risk Rating System, which is comprised of 10 levels of risk, inclusive of 5 Criticized and Classified ratings that align with regulatory definitions of Special Mention, Substandard, Doubtful and Loss. The CCO or the Credit Manager reviews all recommended risk rating changes and controls the final assessment of risk rating. The Company maintains a Loan Review Policy which addresses internal and external review requirements and process, which is approved annually by the Board of Director’s Risk Committee and the Board of Directors. The CCO provides quarterly reporting and updates to the Risk Committee, including the presentation of the ACL calculation and balance.
For purposes of determining the ACL on loans, the Company disaggregates its loans into portfolio segments. Each portfolio segment possesses unique risk characteristics that are considered when determining the appropriate level of allowance. As of March 31, 2026 and December 31, 2025, the Company’s loan portfolio segments, as determined based on the unique risk characteristics of each, included the following:
One to Four Family Residential: Loans in this segment consist of 1-4 family residential real estate loans. The Company generally does not originate loans with a loan-to-value ratio greater than 80 percent and does not generally grant loans that would be classified as subprime upon origination. Loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment, along with impacts from higher interest rates on adjustable rate loans.
Home Equity and Second Mortgages: The Company generally has first or second liens on the property securing the loans in this segment and repayment is dependent on the credit quality of the individual borrower.
Commercial Real Estate (CRE): Loans in this segment are primarily owner-occupied or income-producing properties. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy, which in turn, will have an effect on the credit quality in this segment.
Commercial Real Estate Multi-Family (CRE MF): Loans in this segment are primarily income-producing properties. The underlying cash flows generated by the properties are impacted by the economy and vacancy rates, which thus will have an effect on the credit quality in this segment. Credit quality can also be impacted by the effects of interest rate increases on maturing loans and by changes in occupancy for income-producing properties.
Construction & Land: Loans in this segment include speculative construction loans for residential properties, construction loans for commercial properties and land loans for residential or commercial development for which payment is derived from sale of the property. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.
Condominium Associations: Loans in this segment are secured by the assignment of association fees and dues paid by the individual condominium unit owners. The funds are typically used for major improvements and repairs to the structures, landscape and parking lots or garages, and are repaid over 5 to 30 years. This portfolio has experienced almost no delinquency, with no non-accruals or charge-offs since the Company has entered this niche. Credit quality would be affected if there is a significant population decline locally or regionally.
Other Commercial & Industrial: Loans in this segment are made to businesses and are generally secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Repayment is expected from the cash flows of the business. Loans in this segment also include business manager loans, which are actively followed borrowing base lines of credit, secured by accounts receivable that have been purchased from the bank’s customer with recourse. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.
Paycheck Protection Program (PPP) Loans: Loans in this segment are unsecured business term loans 100 percent guaranteed by the Small Business Administration (SBA) under the PPP. Repayment is dependent on the credit quality of the business borrower and the SBA honoring its guaranty.
Consumer: Loans in this segment primarily consist of personal loans that are fully amortizing over a fixed term, such as auto loans, education loans, or home improvement loans. This segment also includes personal lines of credit. These loans may be secured or unsecured. The overall health of the economy, including unemployment rates and the credit quality of the individual borrower, will have an effect on the credit quality in this segment.
15
The following tables present the activity in the ACL by portfolio segment for the three months ended March 31, 2026 and 2025:
Balance December 31, 2025
Credit lossexpense /(reversal)
Loanscharged-off
Recoveries
Balance March 31, 2026
Three Months Ended March 31, 2026
3,437
(65
3,372
336
374
5,872
244
6,116
984
127
1,111
390
(41
75
424
11,019
302
76
11,397
2,967
(112
2,855
7,939
641
(177
23
8,426
10,906
529
11,281
93
31
(44
Credit cards
28
Total ACL on loans:
22,018
(221
105
22,761
Balance
Credit loss
December 31,
expense /
Loans
2024
(reversal)
charged-off
Three Months Ended March 31, 2025
2,364
(1
2,363
189
192
7,522
414
7,946
326
(10
316
586
16,605
(16,749
442
10,987
17,010
11,259
2,839
(528
2,311
7,889
704
(444
8,164
10,728
178
10,477
26
121
(37
(4
117
113
21,741
(17,230
33
21,849
The Company's ACL on unfunded commitments is recognized as a liability and is included in accrued expenses and other liabilities on the consolidated balance sheets. The following table presents the activity in the ACL on unfunded commitments for the three months ended March 31, 2026 and 2025:
Balance at beginning of period
693
998
Credit loss expense
Balance at end of period
923
1,309
Credit Quality Indicators
To further identify loans with similar risk profiles, the Company categorizes each portfolio segment into classes by credit risk characteristic and applies a credit quality indicator to each portfolio segment. The indicators for commercial and commercial real estate segments are represented by Grades 1 through 10 as outlined below. In general, risk ratings are adjusted periodically throughout the year as updated analysis and review warrants. This process may include, but is not limited to, annual credit and loan reviews, periodic reviews of loan performance metrics, such as delinquency rates, and quarterly reviews of adversely risk rated loans. The Company uses the following definitions when assessing grades for the purpose of evaluating the risk and adequacy of the ACL on loans:
Loans rated 1 – 5: Loans in these categories are considered “pass” rated loans with low to average risk.
Loans rated M: Loans in this category are typically smaller loans that have met the Company’s underwriting criteria and are monitored based on repayment history. Financial statements and other data may or may not be requested from the borrower.
Loans rated P: Loans in this category are considered 100 percent SBA guaranteed loans issued under the SBA's PPP.
Loans rated 6 – 7: Loans in this category are considered “marginally acceptable” and “special mention” respectively. These loans are starting to show signs of potential weakness and are being closely monitored by management.
Loans rated 8: Loans in this category are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.
Loans rated 9: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. All loans rated 9 are individually evaluated.
Loans rated 10: Loans in this category are considered uncollectible and of such little value that their continuance as a loan asset is not warranted.
On an annual basis, or more often if needed, the Company formally reviews the ratings on substantially all commercial real estate, construction, and commercial loans. Annually, the Company engages an independent third-party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process. Loans considered transactional in nature, such as residential and consumer are reviewed on an exception basis with emphasis placed on debt repayment performance.
The Company periodically reassesses asset quality indicators to appropriately reflect the risk composition of the Company’s loan portfolio. Home equity and consumer loans are not individually risk rated, but rather analyzed as groups taking into account delinquency rates and other economic conditions that may affect the ability of borrowers to meet debt service requirements, including interest rates and energy costs. Performing loans include loans that are current and loans that are past due less than 90 days. Loans that are past due 90 days or more and nonaccrual loans are considered nonperforming.
17
The risk ratings within the loan portfolio and current period charge-offs for the three months ended March 31, 2026, by loan segment and origination year were as follows:
Term Loans Amortized Cost Basis by Origination Year
2023
2022
Prior
RevolvingLoans
One to four family residential:
Risk Rating
Pass (Rated 1-5, M, P)
14,920
54,387
32,240
66,363
128,992
216,244
Current period gross charge-offs
Home equity and second mortgages:
100
152
746
1,387
716
2,062
78,208
Commercial real estate:
9,898
86,337
49,255
22,630
85,729
243,297
497,146
Special Mention (6-7)
13,721
19,740
33,461
Substandard (8)
-
7,145
99,450
270,182
Commercial real estate multi-family:
2,298
25,438
6,866
9,543
18,818
41,290
Construction & land:
10,595
9,368
1,646
13,844
276
4,306
40,035
7,432
21,276
Current period gross charge-off
Condominium associations:
395
17,791
8,800
45,189
234,028
191,300
Other commercial & industrial:
13,225
40,168
49,816
38,872
45,965
154,576
108,240
450,862
1,082
8,375
11,992
21,449
4,061
13,361
17,434
Doubtful (9)
291
1,353
3,125
4,769
40,180
50,107
40,225
47,047
170,137
133,593
128
49
177
Consumer:
209
534
462
743
286
1,133
89
44
The risk ratings within the loan portfolio and current period charge-offs for the year ended December 31, 2025, by loan segment and origination year were as follows:
2021
55,170
38,384
71,586
131,680
85,884
135,521
196
754
1,407
725
141
1,278
73,849
86,362
51,376
23,474
82,940
85,395
161,894
491,441
17,115
855
17,551
35,521
248
1,519
6,126
7,893
100,303
87,769
185,571
25,422
7,818
9,922
17,520
15,533
27,030
103,245
1,450
18,970
10,201
9,290
1,648
13,848
280
7,805
43,072
7,455
1,052
5,426
8,126
21,303
19,202
16,793
9,222
46,244
238,879
85,208
110,337
40,885
50,576
39,909
48,940
47,271
115,826
103,447
446,854
1,117
5,759
3,744
28,190
38,810
787
452
1,251
299
1,338
3,213
4,850
40,897
50,875
41,247
50,057
53,030
123,570
132,089
468
1,535
334
2,642
PPP loans:
733
521
912
362
77
1,179
38
19
Commercial loans include factored accounts receivable in the recorded amount of $2.2 million and $2.2 million at March 31, 2026 and December 31, 2025, respectively, which is gross of cash reserves. At March 31, 2026 and December 31, 2025, cash reserves established from purchase price adjustments in total were $480 thousand and $352 thousand, respectively. The aging status of these loans and underlying receivables is not presented in the delinquency and nonaccrual disclosure tables. The financing agreements permit the Company to create and maintain from the purchase price of funded receivables a cash reserve in an operating deposit account controlled by the Company. The amount of the cash reserve is determined based on the risk profile of the borrower and the aging of outstanding funded accounts receivable. The Company may require borrowers to repurchase any funded accounts receivable that remains unpaid following 120 days after its invoice date.
At March 31, 2026 and December 31, 2025, funded accounts receivable unpaid 120 days or more in total were $969 thousand and $1.2 million, respectively. There were no impairments at March 31, 2026 and December 31, 2025.
The following table presents the amortized cost basis of loans on nonaccrual status as of the dates presented. There were no loans past due 90 days or more and still accruing as of March 31, 2026. As of December 31, 2025, there was one loan with a balance of $2 thousand past due 90 days or more and still accruing. The Company did not recognize any interest income on nonaccrual loans during the three months ended March 31, 2026 and 2025.
Nonaccrualwith No ACL
TotalNonaccrual
325
977
6,041
1,689
6,610
2,014
13,628
720
6,478
1,776
8,974
20,208
20
The following is an aging analysis of past due loans (including non-accrual) as of the balance sheet dates, by portfolio segment:
Loans Receivable (Amortized Cost)
Current
30-89 DaysPast Due
90 Days orMore Past Due
TotalPast Due
507,858
4,453
835
5,288
83,182
489,470
4,638
406
5,044
3,450
2,270,935
9,286
1,241
10,527
30-89 Days Past Due
90 Days orMore PastDue
Total PastDue
514,916
2,589
3,309
77,953
397
50,527
491,154
59
552
611
3,818
57
2,284,612
3,102
7,752
10,854
For all loan segments, loans over 30 days contractually past due are considered delinquent.
The following table presents the amortized cost basis of collateral-dependent loans by collateral type as of the balance sheet dates:
Real Estate
All BusinessAssets
All Business Assets and Real Estate
Equipment
Accounts Receivable and Real Estate
1,389
56
224
1,724
6,366
8,090
21
Accounts Receivable
761
162
1,390
261
1,813
13,365
15,178
Collateral-dependent loans are loans for which the repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment.
Modified Loans
Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.
In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For loans included in a "combination" column, multiple types of modifications have been made on the same loan within the current reporting period.
There were no loans modified to borrowers experiencing financial difficulty during the three months ended March 31, 2026. The following tables present the amortized cost basis of loans as of March 31, 2025, that were both experiencing financial difficulty and modified during the three months ended March 31, 2025, by class and by type of modification. Only segments displayed in the table below have modified loans; there were no other loans experiencing financial difficulty and modified. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
PaymentDelay
Percent of Loan Segment
1,853
0.36
%
Other commercial and industrial
289
0.06
2,142
0.10
The Company does not have any additional commitments to the borrowers included in the previous table. All modifications related to payment delays had minimal financial effect.
22
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to evaluate the effectiveness of its modification efforts. The following tables present the performance of such loans that have been modified in the last 12 months as of March 31, 2026 and 2025.
30 - 59Days PastDue
60 - 89Days PastDue
90 Days or More Past Due
4,390
March 31, 2025
399
401
There were no loans that had a payment default during the three months ended March 31, 2026, and were modified in the 12 months prior to that default to borrowers experiencing financial difficulty. The following table presents the amortized cost basis of loans that had a payment default during the three months ended March 31, 2025, and were modified in the 12 months prior to that default to borrowers experiencing financial difficulty.
Total:
Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount.
At March 31, 2026, residential real estate loans in process of foreclosure totaled $434 thousand. At December 31, 2025, residential real estate loans in process of foreclosure totaled $153 thousand.
Servicing Rights
The Company has transferred a portion of its originated commercial mortgage loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in the Company’s accompanying consolidated balance sheets. The Company and participating lenders share ratably in any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. The Company continues to service the loans on behalf of the participating lenders and, as such, collects cash payments from the borrowers, remits payments (net of servicing fees) to participating lenders and disburses required escrow funds to relevant parties. At March 31, 2026 and December 31, 2025, the Company was servicing commercial and commercial mortgage loans for participants aggregating $119.9 million and $123.6 million, respectively.
Residential real estate mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of these loans serviced for others were $258.9 million and $261.1 million at March 31, 2026 and December 31, 2025, respectively. Servicing fee income was $189 thousand for the three months ended March 31, 2026. Servicing fee income was $216 thousand for the three months ended March 31, 2025. Certain of these loans were sold with recourse provisions. At March 31, 2026, the related maximum contingent recourse liability was $894 thousand, which is not recorded in the consolidated financial statements.
The Company records mortgage servicing rights (“MSRs”) on residential real estate loans sold and serviced for others. The risks inherent in MSRs relate primarily to changes in prepayments that result from shifts in mortgage interest rates. The Company accounts for MSRs at fair value. The Company obtains valuations from independent third parties to determine the fair value of servicing rights. Key assumptions and inputs used in the estimation of fair value include prepayment speeds, discount rates, default rates, cost to service, and contractual servicing fees. At March 31, 2026, the following weighted average assumptions were used in the calculation of fair value of MSRs: prepayment speed 7.22% and discount rate 9.5% to 12.5%.
The following summarizes changes to MSRs:
Beginning balance
3,488
Payoffs
(26
(56
Changes in fair value
79
(143
Ending balance
3,289
NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS
The Company is party to International Swap and Derivative Association (ISDA) interest rate swap contracts to manage its exposure to interest rate changes. The Company may execute “back-to-back” swap agreements with select commercial banking customers who are eligible and desire to manage their interest rate exposure. Policy also allows the Company to execute macro level swap agreements.
Derivatives Not Designated As Hedges: The Company enters into interest rate swap agreements executed with commercial banking customers to facilitate customer risk management strategies. In addition to the swap agreement with the borrower, the Company enters into a second “back-to-back” swap agreement with a third party; the general terms of this swap mirror those of the first swap agreement. In entering into this transaction, the Company has offset its interest rate risk exposure to the swap agreement with the borrower. All interest rate swaps are valued at observable market prices for similar instruments or observable market interest rates.
Cash Flow Hedges: The Company is party to interest rate swaps to manage its exposure to interest rate changes. Interest rate swaps with notional amounts totaling $110.0 million and $135.0 million as of March 31, 2026 and December 31, 2025, respectively, were designated as cash flow hedges and were determined to be effective during all periods presented. The Company expects the hedges to remain effective during the remaining terms of the swaps. Fair value of the contracts are reported on consolidated balance sheets as an asset or liability, with an offset to accumulated other comprehensive income (AOCI), net of income tax impacts, and with changes reflected in other comprehensive income.
24
The Company presents derivative positions gross on the consolidated balance sheets. The following table reflects the derivatives recorded on the consolidated balance sheets as of March 31, 2026 and December 31, 2025:
NotionalAmount
Included in other assets:
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
104,748
5,791
105,318
5,958
Total included in other assets
Included in accrued expense and other liabilities:
Derivatives designated as hedging instruments:
Interest rate swaps related to FHLB advances and agency securities
110,000
78
135,000
391
Total included in accrued expense and other liabilities
5,869
6,349
NOTE 7. DEPOSITS
A summary of deposit balances, by type is as follows:
NOW and demand
1,122,200
1,130,169
Money market
262,773
250,062
Regular and other savings
435,332
425,400
Total non-certificate accounts
1,820,305
1,805,631
Term certificate accounts of $250,000 and greater
153,645
152,589
Term certificate accounts less than $250,000
172,210
170,063
Term certificate accounts
325,855
322,652
Total deposits
As of March 31, 2026, the aggregate amount of deposits, excluding subsidiary deposits, that meet or exceed the FDIC insurance limit of $250 thousand was $863.5 million.
25
Scheduled maturities and weighted average rates of time deposits for the next five years were as follows:
Amount
WeightedAverageRate
275,602
3.45
270,313
3.51
Over 1 year to 2 years
42,598
3.67
44,029
3.71
Over 2 years to 3 years
3,371
3.24
3,850
3.28
Over 3 years to 4 years
3,925
3.20
2,884
3.34
Over 4 years to 5 years
2.73
1,576
3.01
3.47
3.53
All deposits are fully insured due to the additional insurance provided to Massachusetts member banks, such as the Bank, under the Depositors Insurance Fund, a private industry-sponsored insurance fund in Massachusetts that insures all deposits at the Company above FDIC limits.
NOTE 8. FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS
FHLB of Boston advances consist of the following:
Maturity
Weighted Average Rate
4.27
240,000
4.34
20,000
4.15
Total FHLB advances
4.33
The Bank also has an available $500 thousand line-of-credit with the FHLB at an interest rate that adjusts daily. There were no advances outstanding under this line-of-credit at March 31, 2026 and December 31, 2025. All borrowings from the FHLB are secured by a blanket lien on the Company’s residential real estate loans and certain commercial real estate loans in accordance with the FHLB’s policy requirements for qualified collateral.
The Bank also has $25.0 million in available lines-of-credit with correspondent banks. There were no advances outstanding under these lines-of-credit at March 31, 2026 and December 31, 2025.
The Bank has agreements with the Federal Reserve Bank of Boston for borrowings at the discount window and through the borrower-in-custody program. The terms of these agreements call for the pledging of assets as security for all obligations of the Bank under these agreements (See Note 4). At March 31, 2026 and December 31, 2025, there were no borrowings outstanding under either agreement.
NOTE 9. SUBORDINATED DEBT
On May 17, 2022, the Company (as successor to Assabet Valley Bancorp) issued $28.0 million of subordinated debt to institutional investors. The subordinated debt is unsecured and subordinated on liquidation as to principal and interest to all claims against the Company that have the same or higher priority as deposit accounts. The subordinated debt is included in capital of the Bank. At the Company, the subordinated debt is classified as a liability but included in Tier 2 capital for regulatory capital. The Company used the subordinated debt to infuse capital into the Bank in the form of common equity to support capital levels and further growth and for general corporate purposes.
The subordinated debt is payable in full by June 2032; earlier prepayment is permitted after five years. Interest is paid semi-annually at a fixed rate of 4.50% until June 1, 2027 and thereafter the interest rate resets quarterly to an interest rate per annum equal to the then current three-month SOFR (provided, however, that in the event three-month SOFR is less than zero, three-month SOFR shall be deemed to be zero) plus 167 basis points. For both the three months ended March 31, 2026 and March 31, 2025, contractual interest expense on the subordinated debt amounted to $315 thousand. For both the three months ended March 31, 2026 and March 31, 2025, amortization of debt issuance costs was $37 thousand. The recorded balance of this debt, net of debt issuance costs, was $27.9 million and $27.8 million at March 31, 2026 and December 31, 2025, respectively.
NOTE 10. OTHER COMMITMENTS AND CONTINGENCIES
Leases
The Company has leases pertaining to bank premises and vehicles with remaining lease terms of 3 to 14 years, some of which include renewal or termination options to extend the lease. Most of the Company’s leases are classified as operating leases. Lease expense for the operating leases is recognized on a straight-line basis over the lease term. Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
The following table represents the classification of the Company’s ROU assets and lease liabilities on the consolidated balance sheets:
Lease right-of-use assets:
Operating leases
5,047
5,163
Finance leases
440
445
Total lease right-of-use assets
5,487
5,608
Lease liabilities:
5,193
5,297
387
Total lease liabilities
5,580
5,694
The Company uses its incremental borrowing rate at lease commencement to calculate the present value of lease payments when the rate implicit in a lease is not known. The Company’s incremental borrowing rate is based on the FHLB amortizing advance rate, adjusted for the lease term and other factors. The following table presents the weighted average remaining lease term and the weighted average discount rate:
Weighted-average remaining lease term (in years)
9.71
10.01
7.25
7.58
Weighted-average discount rate
Operating leases liabilities
6.47
Finance lease liabilities
4.00
27
The following table presents the components of lease expense for operating leases:
Operating lease expense:
Operating lease cost
199
202
Variable lease cost
Total lease cost, net
208
The following table presents the components of lease expense for finance leases:
Finance lease expense:
Amortization of right-of-use asset
Interest on lease liabilities
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
186
200
Operating cash flows from finance leases
Financing cash flows from finance leases
Future undiscounted lease payments for operating leases with initial terms of one year or more as of March 31, 2026 are as follows:
Operating Leases
Finance Leases
564
42
2027
765
2028
778
2029
60
2030
673
62
Thereafter
3,363
168
Total undiscounted lease payments
6,908
448
Less: imputed interest
1,715
61
Net lease liabilities
Employment Agreements
The Company has entered into employment agreements with certain executives. The agreements generally provide for specified minimum levels of annual compensation and benefits for a certain period of time. In addition, the agreements provide for specified lump sum payments and the continuation of benefits upon certain events of termination, as defined in the agreements.
Litigation
The Company is involved in various legal proceedings arising in the normal course of business, none of which is believed by management to have merit. Based on the advice of legal counsel, management believes that these matters are not material to the consolidated financial condition or results of operations of the Company.
Financial Instruments with Off-Balance-Sheet Risk
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the accompanying consolidated balance sheets.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
Off-balance-sheet financial instruments whose contract amounts represent credit risk include the following:
Unadvanced lines of credit
251,130
258,739
Unadvanced construction loans
32,943
27,799
Residential mortgage loan commitments
4,258
3,976
Commercial and mortgage loan commitments
89,704
51,947
Standby letters of credit
4,128
4,726
382,163
347,187
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of the credit is based on management’s credit evaluation of the customer.
Collateral held varies but may include residential real estate, inventory, property, plant and equipment, and income-producing commercial real estate.
Letters-of-credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Substantially all letters-of-credit have expiration dates within one year. The credit risk involved in issuing letters-of-credit is essentially the same as that involved in extending loan facilities to customers. The Company fully collateralized those commitments for which collateral is deemed necessary.
29
NOTE 11. MINIMUM REGULATORY CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
The regulations require minimum ratios of total capital, common equity Tier 1 capital and Tier 1 capital to risk-weighted assets and a minimum leverage ratio for all banking organizations as set forth in the following table. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. At March 31, 2026, the Bank exceeded each of the applicable regulatory capital requirements including the capital conservation buffer.
As of March 31, 2026 and December 31, 2025, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank must maintain minimum Total Risk-Based Capital, Common Equity Tier 1 Risk-based, Tier 1 Risk-based, and Tier 1 Leverage Ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed the Bank’s category.
The Company’s and the Bank’s actual capital amounts and ratios as of March 31, 2026 and December 31, 2025 are presented in the following tables:
Actual
Minimum CapitalRequirement
Minimum To BeWell CapitalizedUnder PromptCorrective ActionProvisions
Ratio
Company
Total Risk-Based Capital:
436,415
19.7
176,791
8.0
Common Equity Tier 1 Risk-Based Capital
384,880
17.4
99,445
4.5
Tier 1 Risk-Based Capital:
132,593
6.0
Tier 1 Leverage Capital:
13.7
88,395
4.0
Bank
356,402
16.3
175,305
219,131
10.0
332,718
15.2
98,609
142,435
6.5
131,479
11.9
87,652
109,566
5.0
30
430,414
175,124
379,888
98,507
131,343
13.8
87,562
349,160
15.9
176,232
220,290
326,448
14.8
99,130
143,188
132,174
88,116
110,145
The Bank may not declare or pay a dividend if the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of the Bank’s net income during the current calendar year and the retained net income of the prior two calendar years, unless the dividend has been approved by the FDIC and the Massachusetts Division of Banks.
NOTE 12. ACCUMULATED OTHER COMPREHENSIVE LOSS
Components of accumulated other comprehensive loss are as follows:
Net unrealized loss on securities available for sale
(17,462
(16,113
Tax effect
3,865
3,565
Net loss on swaps
(78
(391
110
NOTE 13. EMPLOYEE BENEFIT PLANS
401(k) Plan
The Company offers a 401(k) Plan to employees. Employees may contribute a percentage of their compensation subject to certain limits based on federal tax laws. The Company makes 401(k) Plan matching contributions equal to 100% of the first 5% of an employee’s compensation contributed to the Plan. For the three months ended March 31, 2026 and 2025, expense attributable to the 401(k) Plan amounted to $441 thousand and $475 thousand, respectively.
Director and Executive Retirement Plans
The Company has adopted retirement benefit plans for the benefit of all members of the Board of Trustees of the Company and certain senior executives. Benefits are being accrued over the directors’ and executives’ required service periods. At March 31, 2026 and December 31, 2025, the Company has accrued $9.1 million and $8.9 million, respectively, related to these plans. For the three months ended March 31, 2026 and 2025, expenses related to these plans amounted to $226 thousand and $552 thousand, respectively.
Incentive Compensation Plan
The Company has an Employee Bonus and Management Incentive Compensation Plan (the “Bonus Plan”) in which employees are eligible to participate. The Bonus Plan provides for awards based on a combination of Company and individual performance objectives being met subject to the approval of the Board of Directors. For the three months ended March 31, 2026 and 2025, the amount charged to expense under the Bonus Plan amounted to $1.2 million and $830 thousand, respectively.
Employee Stock Ownership Plan
As part of the Initial Public Offering ("IPO") completed on July 31, 2025, the Bank established a tax-qualified Employee Stock Ownership Plan ("ESOP") to provide eligible employees the opportunity to own Company shares. The ESOP borrowed $16.1 million from the Company to purchase 1,606,100 common shares in the IPO. The loan is payable in annual installments over 20 years. As the loan is repaid to the Company, shares are released and allocated proportionally to eligible participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. The unallocated ESOP shares are pledged as collateral on the loan.
The Company accounts for its ESOP in accordance with FASB Accounting Standards Codification ("ASC") 718-40, Compensation – Stock Compensation. Under this guidance, unreleased shares are deducted from shareholders’ equity as unearned ESOP shares in the accompanying consolidated balance sheets.
The Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they are committed to be released. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the difference will be credited or debited to shareholders' equity. As the loan is internally leveraged, the loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP shown as a liability on the Company’s consolidated balance sheets.
For the three months ended March 31, 2026, the Company recognized $359 thousand of compensation expense related to the ESOP. The following table presents share information held by the ESOP:
Allocated shares
80,305
Shares committed to be released
20,076
Unallocated shares
1,505,719
1,525,795
Total shares
1,606,100
Fair value of unallocated shares
29,617
25,649
32
NOTE 14. FAIR VALUE MEASUREMENTS
The Company determines the fair value of its instruments based on the requirements established in the Accounting Standards Codification Topic 820: Fair Value Measurements (“ASC 820”), which provides a framework for measuring fair value under U.S. GAAP and requires an entity to maximize the use of observable inputs when measuring fair value. ASC 820 defines fair value as the exit price, the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
ASC 820 establishes a hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Company groups assets and liabilities which are recorded at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. The fair value hierarchy is as follows:
Level 1 –
Quoted prices (unadjusted) in active markets for identical assets or liabilities. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2 –
Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liability. An adjustment to a Level 2 input that is significant to the fair value measurement in its entirety might render the measurement into a Level 3 measurement, depending on the level in the fair value hierarchy within which the inputs used to determine the adjustment fall.
Level 3 –
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability. Level 3 assets or liabilities include financial instruments whose value is determined using unobservable inputs to pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
The following methods and assumptions are used by the Company in estimating its fair value measurements:
Securities – Securities represent securities available for sale. Fair value measurements are obtained from a third-party pricing service and are not adjusted by management. The securities measured at fair value in Level 2 are based on pricing models that consider standard observable input factors such as benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data for debt securities.
MSRs – The Company accounts for MSRs at fair value. The Company obtains loan level valuations from independent third parties to determine the fair value of servicing rights. The Company classifies MSRs as recurring Level 2.
Interest rate swaps – The fair value of derivative arrangements is estimated by the Company using a third- party derivative valuation expert who relies on Level 2 inputs, namely interest cash flow models to determine a fair value by calculating a settlement termination value with the counterparty.
Individually analyzed loans - Certain individually analyzed loans were adjusted to the fair value, less costs to sell, of the underlying collateral securing these loans resulting in losses. The loss is not recorded directly as an adjustment
to current earnings, but rather as a component in determining the ACL. Fair value was measured using appraised values of collateral and adjusted as necessary by management based on unobservable Level 3 inputs for specific properties. The ACL calculated for the collateral-based individually analyzed loans outstanding at March 31, 2026 and December 31, 2025 was $1.1 million and $805 thousand, respectively.
Loans held for sale – Loans held for sale are carried at the lower of cost or fair value, which is evaluated on a pool-level basis. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data. Management has estimated fair values of loans held for sale using Level 2 inputs.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Level 1
Level 2
Level 3
Total FairValue
Assets
Debt securities
MSRs
Interest rate swaps
304,801
Liabilities
278,130
34
Assets Measured at Fair Value on a Non-recurring Basis
The Company may also be required, from time to time, to measure certain other assets at fair value on a nonrecurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There are no liabilities measured at fair value on a non-recurring basis at March 31, 2026 or December 31, 2025.
The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related individual assets:
Individually analyzed loans
6,503
6,691
6,873
7,273
There were no transfers between levels during the three months ended March 31, 2026.
Fair Value of Financial Instruments
FASB ASC 825, “Financial Instruments”, requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques using observable inputs when available. Those techniques are significantly affected but the assumptions used, including discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
35
The carrying amounts and estimated fair values of the Company’s consolidated financial instruments as of the balance sheet dates were as follows:
CarryingAmount
Financial assets:
Securities held to maturity
Federal Home Loan Bank stock
2,163,816
Financial liabilities:
Deposits, other than certificates of deposit
Certificates of deposit
324,988
205,392
25,385
Accrued interest payable
1,643
2,155,617
322,172
260,687
25,242
1,505
36
The following methods and assumptions were used to estimate the fair value of financial instruments:
Cash and cash equivalents – The carrying amount of these items is a reasonable estimate of their fair value. Cash and cash equivalents are reported in the Level 1 fair value category.
Securities available for sale and held to maturity – Securities are primarily priced using model pricing based on the securities’ relationship to other benchmark quoted prices as provided by an independent third-party and are considered a Level 2 input method.
Federal Home Loan Bank Stock – The fair value is based upon the par value of the stock that equates to its carrying value and are reported in the Level 2 fair value category.
Loans – Fair value for these instruments is calculated using FASB’s exit pricing guidelines and are considered Level 3.
Accrued interest receivable – The carrying amount approximates fair value for these instruments and are reported in the Level 2 category.
Bank-owned life insurance (BOLI) – BOLI is carried at net cash surrender value of the policies which approximates fair value since that is the approximate liquidation value of these assets. BOLI is reported in the Level 2 fair value category.
MSRs – MSRs are accounted for at fair value. The Company obtains loan level valuations from independent third parties to determine the fair value of servicing rights. MSRs are considered Level 2.
Deposits – The fair value of deposits with no stated maturity date, such as noninterest-bearing demand deposits, savings, NOW, and money market accounts, is based on the carrying value. The fair value of certificates of deposit is based upon the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar maturities. Deposits are reported in the Level 2 fair value category.
Federal Home Loan Bank advances – Fair value is estimated based on discounted cash flows using current market rates for borrowings with similar terms and are considered Level 2.
Subordinated debt - Fair value is estimated based on discounted cash flows using current market rates for borrowings with similar terms and are considered Level 2.
Accrued interest payable – The carrying amount approximates fair value for these instruments and are reported in the Level 2 category.
NOTE 15. EARNINGS PER SHARE
Basic earnings per share ("EPS") represents net income available to common shareholders divided by the weighted-average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that would then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the year, plus the effect of potential dilutive common share equivalents computed using the treasury stock method. There were no securities that had a dilutive effect during the three months ended March 31, 2026, and therefore the weighted-average common shares outstanding used to calculate both basic and diluted EPS are the same. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. Earnings per share data is not applicable for the three months ended March 31, 2025 as the Company had no shares outstanding.
Average number of common shares outstanding
Less: average unallocated ESOP shares
1,518,880
Average number of basic and diluted shares outstanding
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Management’s discussion and analysis is intended to enhance your understanding of our financial condition and results of operations. The financial information in this section is derived from the accompanying consolidated financial statements and related notes. You should read the financial information in this section in conjunction with the business and financial information contained in this report and in the Company’s annual report on Form 10-K for the fiscal year 2025, as filed with the Securities and Exchange Commission on March 27, 2026.
This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:
These forward-looking statements are based on our current beliefs and expectations 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:
Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by applicable law or regulation, the Company assumes no obligation and disclaims any obligation to update any forward-looking statements.
Critical Accounting Policies and Use of Critical Accounting Estimates
The discussion and analysis of the financial condition and results of operations are based on our consolidated financial statements, which are prepared to conform with U.S. GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policy discussed below to be our critical accounting policy. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.
The Jumpstart Our Business Startups Act of 2012 contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to take advantage of the benefits of this extended transition period. Accordingly, our consolidated financial statements may not be comparable to companies that comply with such new or revised accounting standards.
We consider the following accounting policies to be our critical accounting policies:
Allowance for Credit Losses. The allowance for credit losses (“ACL”) is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management evaluates the appropriateness of the ACL on loans quarterly. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change from period to period.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. A reversion methodology is applied beyond the reasonable and supportable forecasts. Qualitative adjustments are then considered for differences in current loan-specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors, that may include, but are not limited to, results of internal loan reviews, examinations by bank regulatory agencies, or other such events such as a natural disaster. The ACL on loans represents our estimated risk of loss within its loan portfolio as of the reporting date. To appropriately measure expected credit losses, management disaggregates the loan portfolio into pools of similar risk characteristics.
Management may also adjust its assumptions to account for differences between expected and actual losses from period-to-period. The variability of management’s assumptions could alter the ACL on loans materially and impact future results of
40
operations and financial condition. The loss estimation models and methods used to determine the ACL are continually refined and enhanced.
Off-Balance Sheet Credit Exposures. In the ordinary course of business, we enter into commitments to extend credit, including commercial letters of credit and standby letters of credit. Such financial instruments are recorded as loans when they are funded. We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. The ACL on off-balance sheet credit exposures is adjusted through credit loss expense. To appropriately measure expected credit losses, management disaggregates the off-balance sheet credit exposures into similar risk characteristics, identical to those determined for the loan portfolio. An estimated funding rate is then applied to the qualifying unfunded loan commitments and letters of credit using historical information or industry benchmarks provided by a reputable and independent source, to estimate the expected funded amount for each loan segment as of the reporting date. Once the expected funded amount for each loan segment is determined, the loss rate, which is the calculated expected loan loss as a percent of the amortized cost basis for each loan segment, is applied to calculate the ACL on off-balance sheet credit exposures as of the reporting date.
Securities Valuation and Allowance for Credit Loss. Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Debt securities not classified as held to maturity are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss), net of tax. For available for sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available for sale debt securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income.
Changes in the ACL are recorded as credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an available for sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Management measures expected credit losses on held to maturity debt securities on an individual basis by major security types that share similar risk characteristics, which may include, but is not limited to, credit ratings, financial asset type, collateral type, size, effective interest rate, term, geographical location, industry, and vintage. Management classifies the held to maturity portfolio into the following major security types: subordinated debt and corporate bonds. We invest in subordinated debt issued only by financial institutions.
The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Given the rarity of subordinated debt and corporate bond defaults and losses, we utilize external third-party financial analysis models as the sole source of default and loss rates. Management may exercise discretion to make adjustments based on various qualitative factors. Changes in the ACL are recorded as credit loss expense (or reversal). A held to maturity debt security is written-off in the period in which a determination is made that all or a portion of the financial asset is uncollectible. Any previously recorded allowance, if any, is reversed and then the amortized cost basis is written down to the amount deemed to be collectible, if any.
Income Taxes. We use the asset and liability (or balance sheet) method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments may require us to make projections of future taxable income and/or to carryback to taxable income in prior years. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis
41
as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.
Goodwill. Goodwill is recognized when the fair value of consideration transferred in an acquisition is greater than the fair value of assets acquired and liabilities assumed. Goodwill has an indefinite useful life and is evaluated on at least an annual basis for potential impairment, and more often if circumstances warrant more frequent evaluations. An impairment loss is recognized to the extent that the carrying value exceeds fair value. Significant judgment and assumptions are utilized by management in the impairment analysis. Avidia Bank was created by a merger between Hudson Savings Bank and The Westborough Savings Bank in 2007. Goodwill of $11.9 million resulting from the merger is not amortized but is evaluated for impairment on an annual basis. Impairment of goodwill is recognized in earnings. As of March 31, 2026, no impairment has been recognized.
Mortgage Servicing Rights. Servicing rights are recognized as separate assets when rights are acquired through sale of financial assets and recorded at fair value. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Changes in fair value are reported in mortgage banking income.
SELECTED FINANCIAL DATA
The following summary data is based in part on the Consolidated Financial Statements and accompanying notes, and other schedules appearing elsewhere in this Form 10-Q. Historical data is also based in part on, and should be read in conjunction with, prior filings with the SEC.
At or for the Three Months Ended
Earnings Data:
1,089
17,616
Income (loss) before income tax expense
Per-Share Data:
Earnings per share, basic
Earnings per share, diluted
Book value per share
19.10
Tangible book value per share (non-GAAP)(1)
18.51
Performance Ratios:
Return on average assets (annualized)
0.86
(1.71
Return on average equity (annualized)
6.36
(24.91
Return on average tangible common equity (non-GAAP)(1)
6.57
(25.05
Net interest margin(2)
3.61
3.04
Interest rate spread (3)
3.12
2.62
Yield on loans
5.37
5.16
Cost of deposits
1.31
1.50
Non-interest income as a percentage of average assets
0.62
0.56
Non-interest expense as a percentage of average assets
2.74
3.27
Efficiency ratio(4)
67.19
95.17
Total loans as a percentage of total deposits
106.45
104.60
Average interest-earning assets as a percentage of average interest-bearing liabilities
133.43
122.65
Balance Sheet, (end of period):
2,706,631
Total earning assets
2,677,277
2,585,965
2,233,033
2,134,831
Asset Quality:
Allowance for credit losses as a percentage of total loans
1.00
0.98
Allowance for credit losses as a percentage of nonperforming loans
167.02
183.98
Nonperforming loans as a percentage of total loans
0.60
0.53
Net (charge-offs) recoveries as a percentage of average loans (annualized)
(0.02
(3.11
Total nonperforming assets as a percentage of total assets
0.49
0.44
Capital Ratios:
Total shareholders' equity as a percentage of total assets
13.66
6.87
Tangible shareholders' equity as a percentage of tangible assets (non-GAAP)(1)
13.29
6.46
Total capital as a percentage of risk-weighted assets
19.75
11.43
Common equity tier 1 capital as a percentage of risk-weighted assets
17.42
9.03
Tier 1 capital as a percentage of average assets
13.74
7.10
(1) See reconciliation of non-GAAP financial measures.
(2) Represents net interest income as a percentage of average interest-earning assets.
(3) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted
average rate of interest-bearing liabilities.
(4) Represents non-interest expenses divided by the sum of net interest income and noninterest income.
43
Non-GAAP Financial Measures. This document contains certain non-GAAP financial measures in addition to results presented in accordance with U.S. GAAP. These non-GAAP measures are intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used in conjunction with the Company’s GAAP financial information. Each non-GAAP measure used by the Company in this document as supplemental financial data should be considered in conjunction with the Company’s GAAP financial information. The Company adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community. A reconciliation of non-GAAP financial measures to GAAP measures is provided below.
As of
Tangible shareholders' equity:
Total shareholders' equity (GAAP)
Less: Goodwill
Tangible shareholders' equity (non-GAAP)
371,585
174,121
Tangible assets:
Total assets (GAAP)
Tangible assets (non-GAAP)
2,795,481
2,694,695
Average tangible shareholders' equity:
Average total shareholders' equity (GAAP)
382,205
196,924
Less: Average goodwill
Average tangible shareholders' equity (non-GAAP)
370,269
184,988
Shareholders' equity to assets (GAAP)
Tangible shareholders' equity to tangible assets (non-GAAP)
Return on average equity (GAAP)
Return on average tangible common equity (non-GAAP)
Common shares outstanding, including unallocated ESOP shares
Book value per common share (GAAP)
Tangible book value per common share (non-GAAP)
Comparison of Financial Condition at March 31, 2026 and December 31, 2025
Summary. Total assets were $2.81 billion at March 31, 2026, decreasing during the first quarter of 2026 by $30 million, or 1%, primarily due to the use of lower yielding short term investments to reduce higher cost borrowings.
Total Cash and Cash Equivalents. Total cash and cash equivalents decreased $52 million, or 36%, to $93 million during the quarter due primarily to a $56 million decrease in short-term investments to $74 million. This reflected continued utilization of proceeds from the 2025 common stock offering to reduce FHLB borrowings and reinvest into securities and bank owned life insurance.
Total Securities. Total securities increased $27 million, or 9%, to $309 million during the quarter due primarily to a $27 million increase in securities available for sale to $296 million due to continued purchases of mortgage-backed securities and deployment of available cash.
Total Loans. Total loans decreased $14 million, or 1%, to $2.28 billion during the quarter, primarily due to a $9 million decrease in condominium association loans and seasonally lower construction loans, which decreased $10 million. Loan exposure related to non-medical office space at March 31, 2026 was $89 million or 4% of gross loans, including $71 million on non-owner-occupied properties.
Asset Quality. Nonaccruing loans decreased by $6.6 million to $13.6 million during the first quarter of 2026, measuring 0.60% of total loans at period-end due primarily to the successful workout of nonaccruing construction loans. Net loan charge-offs during the quarter were $116 thousand, or 0.02% of total loans.
The allowance for credit losses increased to $22.8 million at March 31, 2026, from $22.0 million at year-end 2025. The period-end ratio of the allowance to total loans measured 1.00% and the ratio to nonaccrual loans measured 167%.
Total Deposits. Deposits increased by $18 million, or 1%, to $2.15 billion at March 31, 2026, from $2.13 billion at year-end 2025. NOW account balances decreased by $37 million primarily due to fluctuations related to payment processing services and IOLTA accounts. All other deposit account categories increased, growing by 4% in aggregate due to the Company’s business activities during the quarter.
Borrowings. Federal Home Loan Bank advances decreased by $55 million, or 21%, to $205 million due primarily to the availability of cash on hand to reduce higher cost borrowings.
Total Shareholders’ Equity. Shareholders’ equity increased by $5 million, or 1%, to $384 million at period-end from $379 million at year-end 2025, primarily due to the benefit of first quarter net income of $6 million. Shareholders' equity to total assets was 13.7% as of March 31, 2026, and the non-GAAP measure of tangible equity to tangible assets was 13.3%.
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Average Balances and Yields. The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. Yields on tax-exempt securities have not been computed on a tax-equivalent basis, as the effects are immaterial. Average balances are calculated using daily average balances. Non-accrual loans are included in average balances only. Average yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Deferred loan fees are immaterial. Loan balances include loans held for sale.
For the Three Months Ended March 31,
AverageOutstandingBalance
Interest
AverageYield/Rate
Interest-earning assets:
Cash and short-term investments
111,776
2.69
37,105
2.35
297,095
309,608
2,288,117
2,214,952
Total interest-earning assets
2,696,988
5.05
2,561,665
4.92
Noninterest-earning assets
115,557
105,220
2,812,545
2,666,885
Interest-bearing liabilities:
NOW accounts
742,711
993
0.54
690,014
813
0.48
Money market accounts
260,035
776
1.21
260,430
842
Regular and other savings accounts
434,329
2,279
2.13
383,017
2,098
2.22
324,646
2,836
3.54
387,556
3,978
4.16
Total interest-bearing deposits
1,761,721
1.58
1,721,017
1.82
231,724
4.17
339,814
4.53
27,828
5.13
27,691
4.61
Total interest-bearing liabilities
2,021,273
1.93
2,088,522
2.30
Noninterest-bearing demand deposits
369,871
336,000
Other noninterest-bearing liabilities
39,196
45,439
2,430,340
2,469,961
Total capital
Total liabilities and capital
Net interest rate spread (1)
Net interest-earning assets (2)
675,715
473,143
Net interest margin (3)
Average interest-earning assets to interest-bearing liabilities
Comparison of Operating Results for the Three Months Ended March 31, 2026 and March 31, 2025
Net Income/Loss. First quarter net income was $6.0 million in 2026 compared to a net loss of $11.6 million for the first quarter of 2025. The 2025 net loss was due to a $17.6 million credit loss expense primarily reflecting a charge-off related to one commercial loan. Excluding credit loss expense, pre-tax income increased year-over-year to $9.3 million from $1.1 million, primarily due to a $4.8 million increase in net interest income and a $2.8 million reduction in non-interest expense. The efficiency ratio improved year-over-year to 67.2% from 95.2%. In the most recent quarter, return on assets measured 0.86%, return on equity was 6.4%, and the non-GAAP measure of return on tangible common equity was 6.6%. Earnings per share in this period totaled $0.32.
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Net Interest Income. First quarter net interest income increased year-over-year by $4.8 million, or 25%, to $24.0 million in 2026. Average interest-earning assets increased 5%, with the primary drivers being loans and short-term investments. The net interest margin increased 57 basis points year-over-year to 3.61% from 3.04%. This was primarily due to the decrease in the cost of interest-bearing liabilities to 1.93% from 2.30%, primarily reflecting reductions in higher cost certificates of deposit and borrowings. Funding levels and costs fell due to the $185 million, or 94%, increase in average equity following the initial public offering of stock on July 31, 2025. Stock offering proceeds funded both earning asset growth and reductions in higher cost funding sources. Results also benefited from ongoing business operations, which included an $87 million year-over-year increase in average lower cost transaction account deposits (consisting of NOW deposits and noninterest-bearing demand deposits). Additionally, loan production contributed to a 21 basis point year-over-year increase in the loan yield to 5.37% in the most recent quarter.
Credit Loss Expense. Based on management’s analysis of the adequacy of the allowance for credit losses, a first quarter credit loss expense of $1.1 million was recorded in 2026 and $17.6 million was recorded in 2025. The expense in 2025 was due to a construction and land loan charge-off, as previously disclosed.
Non-Interest Income. First quarter non-interest income increased year-over-year by $559 thousand, or 15%, to $4.3 million in 2026 due to a $541 thousand securities loss recorded in 2025 related to the Company’s exit from equity investment securities. A $247 thousand increase in mortgage banking income in 2026 was offset by a $283 thousand decrease in payment processing income.
Non-Interest Expense. First quarter non-interest expense decreased year-over-year by $2.8 million, or 13%, to $19.0 million in 2026, with decreases in most expense categories. Salary and employee benefits expense decreased by $1.4 million due primarily to expenses recorded in 2025 related to the termination of the long-term incentive program and adjustments to short-term incentive expense. Data processing expense decreased $488 thousand as online platform development costs were incurred in 2025. Payment processing expense decreased $676 thousand primarily due to the impact of lower activity and the sale of the direct merchant portfolio. Professional fees increased $447 thousand primarily due to the engagement in 2026 of a third-party to help implement a process improvement program.
Income Tax Expense. The Company recorded $2.2 million for income tax expense in the first quarter of 2026, resulting in a 27% effective tax rate. Due to the pre-tax loss in the first quarter of 2025, the Company recorded a $4.9 million income tax benefit in that period, which measured 30% of the pre-tax loss.
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Liquidity and Capital Resources
Liquidity. Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. The Company also actively utilizes borrowings in managing its liquidity and may access sources of liquidity, including brokered deposits and capital in the financial markets, depending on the Company’s financial condition and market conditions.
While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets depend on our operating, financing, lending, and investing activities during any given period, and are reported in the statements of cash flows in our consolidated financial statements.
The Company prioritizes deposits as a primary funding source and maintains a variety of available liquidity sources, including FHLB advances and Federal Reserve borrowing capacity. When profitable lending and investment opportunities exist, the Company may access its liquidity sources to grow the balance sheet. The amount and type of assets the Company has available to pledge affects the Company’s FHLB and Federal Reserve borrowing capacity. For example, a prime one-to-four family residential loan may provide 75 cents of borrowing capacity for every $1.00 pledged, whereas a commercial loan may increase borrowing capacity in a lower amount. The Company’s lending decisions, therefore, can also affect its liquidity position.
The table below shows current and unused liquidity capacity from various sources at the dates indicated:
Outstanding
Borrowing Capacity
Federal Home Loan Bank borrowings
702,427
683,395
Federal Reserve Bank of Boston
330,276
325,858
Lines of credit with correspondent banks
25,000
Brokered deposits
232,852
1,057,703
287,815
1,034,253
Avidia Bancorp, Inc. is a separate legal entity from Avidia Bank and must provide for its own liquidity to pay its operating expenses and other financial obligations. Its primary source of income is dividends received from Avidia Bank. The amount of dividends that Avidia Bank may declare and pay to the Company is subject to regulation. At March 31, 2026, Avidia Bancorp, Inc. had liquid assets of $74.6 million on a stand-alone, unconsolidated basis.
Capital Resources. At March 31, 2026, Avidia Bank exceeded all of its regulatory capital requirements and was categorized as well-capitalized at that date. Management is not aware of any conditions or events since the most recent notification of well-capitalized status that would change this categorization. For additional information, including tabular financial information regarding Avidia Bank’s capital levels relative to the requirements for well-capitalized status, see Note 11 of the notes to consolidated financial statements.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. We anticipate that we will have sufficient funds available to meet our current lending commitments. For additional information, see Note 10 to notes to consolidated financial statements.
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Contractual Obligations. In the ordinary course of business, we enter into certain contractual obligations, including operating leases for premises and equipment, among others.
Management of Market Risk
General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in market interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Asset Liability Committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk according to the policy and guidelines approved by our board of directors. The Asset Liability Committee meets at least quarterly, is comprised of executive officers and certain senior management, and reports to the board risk committee on at least a quarterly basis. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.
We seek to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk:
Shortening the average term of our interest-earning assets by increasing our investments in shorter-term assets, as well as originating loans with variable interest rates, helps to match the maturities and interest rates of our assets and liabilities better, thereby reducing the exposure of our net interest income to changes in market interest rates.
Interest Rate Derivatives. We employ various financial risk methodologies that limit, or “hedge,” the adverse effects of increasing or decreasing market interest rates on our investment or loan portfolio and short-term liabilities, such as Federal Home Loan Bank advances. At March 31, 2026, we had interest rate swaps related to Federal Home Loan Bank advances with a notional amount of $75 million and interest rate swaps related to investments of a notional amount of $35 million. We also engage in hedging strategies with respect to arrangements where our commercial banking customers swap floating interest rate obligations for fixed interest rate obligations, or vice versa. At March 31, 2026, we had interest rate swaps related to customer loans of a notional amount of $105 million. Our hedging activity varies based on the level and volatility of interest rates and other changing market conditions. For additional information regarding these activities, see Note 6 in notes to consolidated financial statements.
Change in Net Interest Income. We analyze our sensitivity to changes in interest rates through a net interest income model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings.
The following table sets forth, as of March 31, 2026, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve. The changes indicated in the following table are within policy guidelines adopted by Avidia Bank’s board of directors.
Change in Interest Rates(basis points) (1)
Net Interest Income Year 1Forecast
Year 1 Change from Level
89,381
(12.0
)%
300
92,654
(8.8
95,846
(5.6
98,888
(2.6
Level
101,574
(100)
102,256
0.7
(200)
103,033
1.4
(300)
104,467
2.8
(1) Assumes an immediate uniform change in interest rates at all maturities. One hundred basis points equals 1.00%.
The table above indicates that at March 31, 2026, we would have experienced a 5.6% decrease in net interest income in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 1.4% increase in net interest income in the event of an instantaneous parallel 200 basis point decrease in market interest rates.
The following table sets forth, as of December 31, 2025, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve. The changes indicated in the following table are within policy guidelines adopted by Avidia Bank’s board of directors
88,346
(11.9
91,673
(8.6
94,890
(5.4
97,904
(2.4
100,308
100,783
0.5
100,897
0.6
101,472
1.2
The table above indicates that at December 31, 2025, we would have experienced a 5.4 % decrease in net interest income in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 0.6% increase in net interest income in the event of an instantaneous parallel 200 basis point decrease in market interest rates.
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Economic Value of Equity. We also compute amounts by which the net present value of our assets and liabilities (economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases instantaneously by 100, 200, 300 and 400 basis point increments or decreases instantaneously by 100. 200 or 300 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.
The following table sets forth, as of March 31, 2026, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve. The changes indicated in the following table are within policy guidelines adopted by Avidia Bank’s board of directors.
EVE as a Percentage ofPresent Value of Assets (3)
Estimated Increase (Decrease) in EVE
Increase
EstimatedEVE (2)
Percent
EVE Ratio (4)
(Decrease)(basis points)
546,341
(87,506
(13.8
22.3
(108
570,289
(63,558
(10.0
22.7
(68
594,596
(39,251
(6.2
23.1
(31
617,719
(16,128
(2.5
23.4
633,847
635,725
1,878
0.3
22.9
(45
625,959
(7,888
(1.2
22.1
(126
605,252
(28,595
(4.5
21.0
(240
The table above indicates that at March 31, 2026, we would have experienced a 6.2% decrease in EVE in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 1.2% decrease in EVE in the event of an instantaneous 200 basis point decrease in market interest rates.
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The following table sets forth, as of December 31, 2025, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve. The changes indicated in the following table are within policy guidelines adopted by Avidia Bank’s board of directors.
497,076
(102,665
(17.1
20.4
(169
526,748
(72,993
(12.2
21.1
(106
555,340
(44,401
(7.4
21.6
(52
581,471
(18,270
(3.0
22.0
(12
599,741
603,285
3,544
21.7
(38
593,442
(6,299
(1.1
20.9
(120
570,171
(29,570
(4.9
(241
The table above indicates that at December 31, 2025, we would have experienced a 7.4% decrease in EVE in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 1.1% decrease in EVE in the event of an instantaneous 200 basis point decrease in market interest rates.
Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The net interest income and net economic value tables presented assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates, and actual results may differ.
Interest rate risk calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, mortgage servicing rights, deposits and borrowings.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information in Item 2 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Management of Market Risk” is incorporated in this Item 3 by reference.
Item 4. Controls and Procedures
Disclosure Controls and Procedures. An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2026. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
Changes in Internal Controls Over Financial Reporting. During the quarter ended March 31, 2026, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II – Other Information
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.
Item 1A. Risk Factors
Not applicable, as the Company is a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
During the three months ended March 31, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement“ (as such term is defined in Item 408 of SEC Regulation S-K).
Item 6. Exhibits
3.1
Articles of Incorporation of Avidia Bancorp, Inc. (1)
3.2
Bylaws of Avidia Bancorp, Inc. (2)
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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The following materials for the quarter ended March 31, 2026, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Capital, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements
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Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AVIDIA BANCORP, INC.
Date: May 14, 2026
/s/ Robert D. Cozzone
Robert D. Cozzone
President and Chief Executive Officer
(Duly Authorized Representative and Principal Executive Officer)
/s/ Jonathan Nelson
Jonathan Nelson
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)