Bankwell Financial Group - 10-Q quarterly report FY2026 Q2

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to________

Commission File Number: 001-36448

Bankwell Financial Group, Inc.

(Exact Name of Registrant as specified in its Charter)


Connecticut						20-8251355
(State or other jurisdiction of						(I.R.S. Employer
Incorporation or organization)						Identification No.)

258 Elm Street

New Canaan, Connecticut 06840

(203) 652-0166

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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, no par value per share	BWFG	NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	☑
Non-accelerated filer	¨	Smaller reporting company	☑
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

As of July 30, 2026, there were 7,971,972 shares of the registrant’s common stock outstanding.

Bankwell Financial Group, Inc.

Form 10-Q

Table of Contents


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)			4
Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025			4
Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025			5
Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025			6
Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 202 6 and 20 25			6
Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025			9
Notes to Consolidated Financial Statements			11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			50

Item 3. Quantitative and Qualitative Disclosures About Market Risk			66

Item 4. Controls and Procedures			66

PART II – OTHER INFORMATION

Item 1. Legal Proceedings			67

Item 1A. Risk Factors			67

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			67

Item 3. Defaults Upon Senior Securities			67

Item 4. Mine Safety Disclosures			67

Item 5. Other Information			68

Item 6. Exhibits			68

Signatures			68

Certifications

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

Bankwell Financial Group, Inc.

Consolidated Balance Sheets - (unaudited)

(In thousands, except share data)


	June 30, 2026		December 31, 2025
ASSETS
Cash and due from banks	$	191,378	$	214,567
Federal funds sold	12,018		10,354
Cash and cash equivalents	203,396		224,921

Investment securities
Marketable equity securities, at fair value	2,263		2,248
Available for sale investment securities, at fair value	174,036		160,409
Held to maturity investment securities, at amortized cost (fair values of $30,814 and $31,045 at June 30, 2026 and December 31, 2025, respectively)	29,314		29,465
Total investment securities	205,613		192,122

Loans receivable (net of ACL-Loans of $30,627 at June 30, 2026 and $30,705 at December 31, 2025, respectively)	2,924,890		2,804,441

Accrued interest receivable	16,270		16,143
Federal Home Loan Bank stock, at cost	3,143		6,207
Premises and equipment, net	20,068		21,582
Bank-owned life insurance	54,931		54,207
Goodwill	2,589		2,589

Deferred income taxes, net	9,992		11,356
Other assets	34,678		26,291
Total assets	$	3,475,570	$	3,359,859
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Noninterest bearing deposits	$	472,008	$	403,652
Interest bearing deposits	2,528,522		2,425,829
Total deposits	3,000,530		2,829,481

Advances from the Federal Home Loan Bank	30,000		110,000
Subordinated debentures (face value of $70,000 and $70,000 at June 30, 2026 and December 31, 2025, respectively, less unamortized debt issuance costs of $180 and $303 at June 30, 2026 and December 31, 2025, respectively)	69,820		69,697
Accrued expenses and other liabilities	51,720		49,192
Total liabilities	3,152,070		3,058,370
Commitments and contingencies
Shareholders' equity
Common stock, no par value; 10,000,000 shares authorized, 7,973,180 and 7,899,943 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	121,997		120,118
Retained earnings	202,073		181,587
Accumulated other comprehensive loss	(570)		(216)
Total shareholders' equity	323,500		301,489

Total liabilities and shareholders' equity	$	3,475,570	$	3,359,859

See accompanying notes to consolidated financial statements (unaudited)

Bankwell Financial Group, Inc.

Consolidated Statements of Income – (unaudited)

(In thousands, except share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Interest and dividend income
Interest and fees on loans	$	48,423	$	44,128	$	95,210	$	87,603
Interest and dividends on securities	1,919		1,478		3,703		2,923
Interest on cash and cash equivalents	1,894		3,043		3,859		6,600
Total interest and dividend income	52,236		48,649		102,772		97,126

Interest expense
Interest expense on deposits	21,267		23,083		43,197		47,855
Interest expense on borrowings	1,466		1,630		3,186		3,269
Total interest expense	22,733		24,713		46,383		51,124

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

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

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

Noninterest income
Bank-owned life insurance	366		352		724		696
Service charges and fees	665		674		1,445		1,276
Gains and fees from sales of loans	2,398		1,080		4,823		1,522


Other	(149)		(94)		(369)		23
Total noninterest income	3,280		2,012		6,623		3,517

Noninterest expense
Salaries and employee benefits	8,678		7,521		18,508		14,573
Occupancy and equipment	2,816		2,505		5,521		5,080
Professional services	1,364		1,632		2,757		3,161
Data processing	694		712		1,410		1,597
Director fees	357		333		720		681
FDIC insurance	530		684		1,073		1,463
Marketing	129		218		255		360
Other	687		941		1,900		1,772
Total noninterest expense	15,255		14,546		32,144		28,687
Income before income tax expense	16,300		11,813		30,669		20,780
Income tax expense	3,928		2,725		7,022		4,804
Net income	$	12,372	$	9,088	$	23,647	$	15,976

Earnings Per Common Share:
Basic	$	1.55	$	1.15	$	2.99	$	2.03
Diluted	$	1.52	$	1.14	$	2.95	$	2.01

Weighted Average Common Shares Outstanding:
Basic	7,856,210		7,777,469		7,790,596		7,724,143
Diluted	7,980,973		7,819,828		7,877,158		7,795,820
Dividends per common share	$	0.20	$	0.20	$	0.40	$	0.40

See accompanying notes to consolidated financial statements (unaudited)

Bankwell Financial Group, Inc.

Consolidated Statements of Comprehensive Income (Loss) – (unaudited)

(In thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net income	$	12,372	$	9,088	$	23,647	$	15,976
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding (losses) gains on available for sale securities	(361)		660		(754)		1,857
Reclassification adjustment for gains realized in net income	—		—		—		—
Net change in unrealized (losses) gains	(361)		660		(754)		1,857
Income tax benefit (expense)	85		(156)		178		(437)
Unrealized (losses) gains on securities, net of tax	(276)		504		(576)		1,420
Unrealized gains (losses) on interest rate swaps:
Unrealized gains (losses) on interest rate swaps	237		(277)		291		(1,411)
Income tax (expense) benefit	(56)		66		(69)		332
Unrealized gains (losses) on interest rate swaps, net of tax	181		(211)		222		(1,079)
Total other comprehensive income (loss), net of tax	(95)		293		(354)		341
Comprehensive income	$	12,277	$	9,381	$	23,293	$	16,317

See accompanying notes to consolidated financial statements (unaudited)

Bankwell Financial Group, Inc.

Consolidated Statements of Shareholders' Equity - (unaudited)

(In thousands, except share data)


	Number of Outstanding Shares	Common Stock		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
Balance at March 31, 2026	7,973,180	$	121,060	$	191,281	$	(475)	$	311,866
Net income	—	—		12,372		—		12,372
Other comprehensive (loss), net of tax	—	—		—		(95)		(95)
Cash dividends declared ($0.20 per share)	—	—		(1,580)		—		(1,580)
Stock-based compensation expense	—	937		—		—		937
Forfeitures of restricted stock	—	—		—		—		—
Issuance of restricted stock	—	—		—		—		—
Stock options exercised	—	—		—		—		—
Repurchase of common stock	—	—		—		—		—
Balance at June 30, 2026	7,973,180	$	121,997	$	202,073	$	(570)	$	323,500


	Number of Outstanding Shares	Common Stock		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
Balance at March 31, 2025	7,888,013	$	118,439	$	157,971	$	(1,196)	$	275,214
Net income	—	—		9,088		—		9,088
Other comprehensive income, net of tax	—	—		—		293		293
Cash dividends declared ($0.20 per share)	—	—		(1,564)		—		(1,564)
Stock-based compensation expense	—	681		—		—		681
Forfeitures of restricted stock	—	—		—		—		—
Issuance of restricted stock	—	—		—		—		—
Stock options exercised	—	—		—		—		—
Repurchase of common stock	(14,626)	(422)		—		—		(422)
Balance at June 30, 2025	7,873,387	$	118,698	$	165,495	$	(903)	$	283,290

See accompanying notes to consolidated financial statements (unaudited)

Bankwell Financial Group, Inc.

Consolidated Statements of Shareholders' Equity - (unaudited)

(In thousands, except share data)


	Number of Outstanding Shares	Common Stock		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
Balance at December 31, 2025	7,899,943	$	120,118	$	181,587	$	(216)	$	301,489
Net income	—	—		23,647		—		23,647
Other comprehensive (loss), net of tax	—	—		—		(354)		(354)
Cash dividends declared ($0.40 per share)	—	—		(3,161)		—		(3,161)
Stock-based compensation expense	—	2,029		—		—		2,029
Forfeitures of restricted stock	(291)	—		—		—		—
Issuance of restricted stock	76,845	—		—		—		—
Stock options exercised	—	—		—		—		—
Repurchase of common stock	(3,317)	(150)		—		—		(150)
Balance at June 30, 2026	7,973,180	$	121,997	$	202,073	$	(570)	$	323,500


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


Balance at December 31, 2024	7,859,873	$	119,108	$	152,656	$	(1,244)	$	270,520
Net income	—	—		15,976		—		15,976
Other comprehensive income, net of tax	—	—		—		341		341
Cash dividends declared ($0.40 per share)	—	—		(3,137)		—		(3,137)
Stock-based compensation expense	—	924		—		—		924
Forfeitures of restricted stock	(14,710)	—		—		—		—
Issuance of restricted stock	72,774	—		—		—		—
Stock options exercised	—	—		—		—		—
Repurchase of common stock	(44,550)	(1,334)		—		—		(1,334)
Balance at June 30, 2025	7,873,387	$	118,698	$	165,495	$	(903)	$	283,290

See accompanying notes to consolidated financial statements (unaudited)

Bankwell Financial Group, Inc.

Consolidated Statements of Cash Flows – (unaudited)

(In thousands)


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities
Net income	$	23,647	$	15,976
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of premiums and discounts on investment securities	88		67
Provision for credit losses	199		52
Change in deferred income taxes	1,474		(48)

Change in fair value of marketable equity securities	35		(36)
Depreciation and amortization	2,175		1,977
Amortization of debt issuance costs	123		123

Increase in cash surrender value of bank-owned life insurance	(724)		(696)


Gains and fees from sales of loans	(4,823)		(1,522)
Stock-based compensation	2,029		924

Loss on sale of other real estate owned, net	—		103
Change in other real estate owned	—		(1,284)
Net change in:
Deferred loan fees	(750)		63
Accrued interest receivable	(127)		(206)
Other assets	(7,877)		(3,997)
Accrued expenses and other liabilities	2,480		(1,100)
Net cash provided by operating activities	17,949		10,396

Cash flows from investing activities
Proceeds from principal repayments on available for sale securities	1,961		2,293
Proceeds from principal repayments on held to maturity securities	157		119
Proceeds from sales and calls of available for sale securities	13,000		13,000

Purchases of marketable equity securities	(50)		(34)
Purchases of available for sale securities	(29,438)		(10,006)


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

Proceeds from sales of loans	51,644		13,938
Purchases of premises and equipment, net	(661)		(475)
Reduction of Federal Home Loan Bank stock	3,064		603
Proceeds from the sale of other real estate owned	—		8,195
Net cash (used in) provided by investing activities	(127,212)		52,304

See accompanying notes to consolidated financial statements (unaudited)

Bankwell Financial Group, Inc.

Consolidated Statements of Cash Flows - (unaudited) (Continued)

(In thousands)


	Six Months Ended June 30,
	2026		2025
Cash flows from financing activities
Net change in time certificates of deposit	$	(109,034)	$	(94,637)
Net change in other deposits	280,083		66,348
Payments on FHLB advances	(200,000)		(50,000)
Proceeds on FHLB advances	120,000		35,000




Dividends paid on common stock	(3,161)		(3,137)
Repurchase of common stock	(150)		(1,334)
Net cash provided by (used in) financing activities	87,738		(47,760)
Net (decrease) increase in cash and cash equivalents	(21,525)		14,940
Cash and cash equivalents:
Beginning of year	224,921		307,524
End of period	$	203,396	$	322,464
Supplemental disclosures of cash flows information:
Cash paid for:
Interest	$	46,382	$	51,126
Income taxes:
Federal	5,990		2,000
State:
New York City	211		98
New York State	553		397
Pennsylvania	150		—
Florida	260		150
New Jersey	210		200
Other	218		235
Noncash investing and financing activities:

Net change in unrealized gains or losses on available for sale securities	(754)		1,857
Net change in unrealized gains or losses on interest rate swaps	291		(1,411)

Transfer of loans from held-for-investment to held-for-sale	46,820		12,416

See accompanying notes to consolidated financial statements (unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies

Bankwell Financial Group, Inc. (the "Parent Corporation") is a bank holding company headquartered in New Canaan, Connecticut. The Parent Corporation offers a broad range of financial services through its banking subsidiary, Bankwell Bank (the "Bank" and, collectively with the Parent Corporation and the Parent Corporation's subsidiaries, "we", "our", "us", or the "Company").

The Bank is a Connecticut state chartered commercial bank, founded in 2002, whose deposits are insured under the Deposit Insurance Fund administered by the Federal Deposit Insurance Corporation (“FDIC”). The Bank provides a wide range of services to clients in our market, an area encompassing approximately a 100 mile radius around our branch network. In addition, the Bank pursues certain types of commercial lending opportunities outside our market, particularly where we have strong business relationships. The Bank operates full-service branches in New Canaan, Stamford, Fairfield, Westport, Darien, Norwalk, and Hamden, Connecticut, as well as in Brooklyn, New York. The Bank operates limited service Domestic Representative Offices in New Canaan, Connecticut and in Garden City, New York.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and the Bank, including its wholly owned passive investment company subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities as of the date of the consolidated balance sheet and revenue and expenses for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the Allowance for Credit Losses-Loans ("ACL-Loans"), derivative instrument valuation, investment securities valuation, Allowance for Credit Losses-Securities ("ACL-Securities"), and deferred income taxes valuation.

Segments

The Company has one reportable segment. All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, lending is dependent upon the ability of the Company to fund itself with deposits and borrowings while managing the interest rate and credit risk. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment or unit.

The Chief Executive Officer (CEO), acting as the Chief Operating Decision Maker (CODM), determines the Company's one reportable segment. This determination is based on information about the Company's banking operations, its primary business, and the level of detail provided to the CODM for performance review. Similar operating performance, products and services, and customer bases allow for aggregation of business components into this one segment. The CODM evaluates financial performance by reviewing the consolidated financial results of the Company, analyzing factors such as revenue streams, significant expenses, and capital levels, as well as budget-to-actual results. Consolidated net income and related performance metrics are also used to benchmark the Company’s performance against competitors. The analysis of the Company’s results, including benchmarking, informs performance assessment and compensation decisions. The banking operations generate revenue through loans, investments, and deposits, while significant expenses include interest expense, the provision for credit losses, and salaries and employee benefits. All operations are domestic.

Basis of Consolidated Financial Statement Presentation

The unaudited consolidated financial statements presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Rule 10-01 of Regulation S-X and do not include all of the information and note disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures considered necessary for the fair presentation of the accompanying unaudited interim consolidated financial statements have been included. Interim results are not necessarily reflective of the results that may be expected for the year ending December 31, 2026. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included on Form 10-K for the year ended December 31, 2025.

Significant Concentrations of Credit Risk

Many of the Company's activities are with clients based in Connecticut and New York. A significant portion of the Company's commercial real estate investor loan collateral is located in the Tri-State region (Connecticut, New York, and New Jersey). Declines in property values in these areas could significantly impact the Company. The Company has a significant concentration in commercial real estate loans, with a growing percentage being owner-occupied, which present a lower risk profile.

ACL-Loans and Allowance for Credit Losses-Unfunded Commitments ("ACL-Unfunded Commitments")

The ACL-Loans is measured on each loan’s amortized cost basis, excluding interest receivable, and is initially recognized upon origination or purchase of the loan, and subsequently remeasured on a recurring basis. The ACL-Loans is recognized as a contra-asset, and credit loss expense is recorded as a provision for loan losses in the consolidated statements of income. Loan losses are charged off against the ACL-Loans when management believes the loan is uncollectible. Subsequent recoveries, if any, are credited to the ACL-Loans. Loans are normally placed on nonaccrual status if it is probable that the Company will be unable to collect the full payment of principal and interest when due according to the contractual terms of the loan agreement, or the loan is past due for a period of 90 days or more unless the obligation is well-secured and is in the process of collection. The Company generally does not recognize an allowance for credit losses ("ACL") on accrued interest receivables, consistent with its policy to reverse interest income when interest is 90 days or more past due.

The Company also records an ACL-Unfunded commitments, which is based on the same assumptions as funded loans and also considers the probability of funding. The ACL is recognized as a liability, and credit loss expense is recorded as a provision for unfunded loan commitments within the provision for credit losses in the Consolidated Statements of Income.

For collectively evaluated loans and related unfunded commitments, the Company utilizes software provided by a third party, which includes various models for forecasting expected credit losses, to calculate its ACL. Management selected lifetime loss rate models, utilizing CRE, C&I, and Consumer specific models, to calculate the expected losses over the life of each loan based on exposure at default, loan attributes and reasonable, supportable economic forecasts. The models selected by the Company in its ACL calculation rely upon historical losses from a broad cross section of U.S. banks that also utilize the same third party for ACL calculations. Management reviewed the third party’s analysis of the banks included in the models as part of their model development dataset and determined the Company’s loan portfolio composition by property type, balance distribution by loan age, and delinquency status are similar, which supports the use of these loss rate models. The Company also noted the third party’s model development dataset has loan concentrations that are evenly distributed across the United States, while the Company’s portfolio is mainly concentrated in the Northeast. Based on the disparate regional concentration, management determined that a select group of peer banks is necessary to scale the loss rate models to produce an ACL that is more representative of the Company’s loan portfolio. This peer-based calibration, called a "peer scalar", utilizes the loss rates of a subset of peer banks to appropriately scale the initial model results. These peers have been selected by the Company given their similar characteristics, such as loan portfolio composition and location, to better align the models’ results to the Company’s expected losses.

Key assumptions used in the models include portfolio segmentation, risk rating, forecasted economic scenarios, the peer scalar, and the expected utilization of unfunded commitments, among others. Our loan portfolios are segmented by loan level attributes such as loan type, size, date of origination, and delinquency status to create homogenous loan pools. Pool level metrics are calculated, and loss rates are subsequently applied to the pools as the loans have similar characteristics.

To account for economic uncertainty, the Company incorporates multiple economic scenarios in determining the ACL. The scenarios include various projections based on variables such as Gross Domestic Product, interest rates, property price indices, and employment measures, among others. The scenarios are probability-weighted based on available information at the time the calculation is conducted. As part of our ongoing governance of ACL, scenario weightings and model parameters are reviewed periodically by management and are subject to change, as deemed appropriate.

The Company also considers qualitative adjustments to expected credit loss estimates for information not already captured in the quantitative loss estimation models. Qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Qualitative loss factors are based on the Company’s judgment of market, changes in loan composition or concentrations, performance trends, regulatory changes, uncertainty of macroeconomic forecasts, and other asset specific risk characteristics.

When loans do not share risk characteristics with other financial assets they are evaluated individually. Management applies its normal loan review procedures in making these judgments. Individually evaluated loans consist of loans with credit quality indicators which are substandard or doubtful. The Company also individually evaluates all insurance premium loans. While insurance premium loans are considered consumer loans, the third-party Consumer ACL model is designed for unsecured

lending, whereas these loans are secured. To account for the fully secured structure of this type of loan, management determined each loan will be individually evaluated, regardless of the credit quality indicators. These loans are evaluated based upon their collateral, which primarily consists of cash, cash surrender value of life insurance, and in some cases real estate. In determining the ACL-Loans for individually evaluated loans, the Company generally applies a discounted cash flow method for instruments that are individually assessed. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable and where the borrower is experiencing financial difficulty, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. Fair value is generally calculated based on the value of the underlying collateral less an appraisal discount and the estimated cost to sell.

ACL-Securities

The Company individually evaluates the available for sale debt securities and held to maturity securities for impairment credit losses. Available for sale securities include U.S. Treasuries, mortgage-backed securities, and corporate bonds. U.S. Treasuries and mortgaged-backed securities are guaranteed by the U.S. Government and as a result, management has a zero loss expectation. No ACL-Securities was recorded for these securities as of June 30, 2026. For the corporate bond portfolio, the Company developed a metric that includes each issuer’s current credit ratings and key financial performance metrics to assess the underlying performance of each issuer. The analysis of the issuers’ performance and the intent of the Company to retain these securities support the determination that there is no expected credit loss, and therefore, no ACL-Securities were recognized on the corporate bond portfolio as of June 30, 2026. Of our held to maturity securities portfolio, four securities fair values were less than each security's amortized cost as of June 30, 2026. Since these are highly rated state agency and municipal obligations, the Company's expectation of nonpayment of the amortized cost basis is zero. No allowance for ACL-Securities was recorded for these securities as of June 30, 2026.

Common Share Repurchases

The Company is incorporated in the state of Connecticut. Connecticut law does not provide for treasury shares, rather shares repurchased by the Company constitute authorized, but unissued shares. GAAP states that accounting for treasury stock shall conform to state law. Therefore, the cost of shares repurchased by the Company has been allocated to common stock balances.

Reclassification

Certain prior period amounts may be reclassified to conform to the 2026 financial statement presentation. These reclassifications only change the reporting categories and do not affect the consolidated results of operations or consolidated financial position of the Company.

Recent Accounting Pronouncements

The following section includes changes in accounting principles and potential effects of new accounting guidance and pronouncements.

Recently issued accounting pronouncements not yet adopted

ASU No. 2024-03—Income Statement: "Reporting Comprehensive Income - Expense Disaggregation Disclosures": The amendment in this update is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions. The amendments in this update are effective for annual periods beginning after December 15, 2026. ASU No. 2025-01—Income Statement: "Reporting Comprehensive Income - Expense Disaggregation Disclosures": Following the issuance of Update 2024-03, this amendment clarifies the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). The amendment is effective for public business entities for annual reporting periods beginning after December 15, 2026. The Company believes this ASU will not have a material impact on existing disclosures and will continue to monitor for SEC action, and plan accordingly for adoption.

ASU No. 2025-09—Derivatives and Hedging: "Hedge Accounting Improvements": The amendment in this update is to better align accounting with risk management and address reference rate reform challenges. The update introduces changes across five areas, including broadening similar risk assessment for cash flow hedges, introducing a model for Choose-Your-Rate debt, and replacing the contractually specified component model for nonfinancial forecasted transactions. The amendment is effective for public business entities for annual reporting periods beginning after December 15, 2026. The Company believes this ASU will

not have a material impact on existing disclosures and will continue to monitor for SEC action, and plan accordingly for adoption.

2. Investment Securities

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


	June 30, 2026
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
	(In thousands)
Available for sale securities:
U.S. Government and agency obligations
Less than one year	$	30,016	$	6	$	(235)	$	29,787
Due from one through five years	122,201		—		(1,569)		120,632
Due from five through ten years	15,180		—		(827)		14,353
Due after ten years	1,715		—		(126)		1,589
Total U.S. Government and agency obligations	169,112		6		(2,757)		166,361

Corporate bonds
Due from one through five years	2,000		—		(30)		1,970
Due from five through ten years	6,000		—		(295)		5,705
Due after ten years	—		—		—		—
Total corporate bonds	8,000		—		(325)		7,675

Total available for sale securities	$	177,112	$	6	$	(3,082)	$	174,036

Held to maturity securities:
State agency and municipal obligations
Less than one year	$	—	$	—	$	—	$	—
Due from five through ten years	7,084		99		(193)		6,990
Due after ten years	22,230		1,697		(103)		23,824



Total held to maturity securities	$	29,314	$	1,796	$	(296)	$	30,814

The amortized cost, gross unrealized gains and losses and fair value of available for sale and held to maturity securities at December 31, 2025 were as follows:


	December 31, 2025
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
	(In thousands)
Available for sale securities:
U.S. Government and agency obligations
Less than one year	$	35,088	$	43	$	(421)	$	34,710
Due from one through five years	97,864		127		(698)		97,293
Due from five through ten years	17,024		—		(756)		16,268
Due after ten years	1,754		—		(101)		1,653
Total U.S. Government and agency obligations	151,730		170		(1,976)		149,924
Corporate bonds

Due from one through five years	4,000		2		(22)		3,980
Due from five through ten years	7,000		—		(495)		6,505
Due after ten years	—		—		—		—
Total corporate bonds	11,000		2		(517)		10,485

Total available for sale securities	$	162,730	$	172	$	(2,493)	$	160,409

Held to maturity securities:
State agency and municipal obligations
Less than one year	$	—	$	—	$	—	$	—
Due from one through five years	2,764		130		—		2,894
Due after ten years	26,701		1,650		(200)		28,151
Total held to maturity securities	$	29,465	$	1,780	$	(200)	$	31,045

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

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

As of June 30, 2026 and December 31, 2025, the actual durations of the Company's available for sale securities were significantly shorter than the stated maturities.

As of June 30, 2026, the Company held marketable equity securities with a fair value of $2.3 million and an amortized cost of $2.4 million. At December 31, 2025, the Company held marketable equity securities with a fair value of $2.2 million and an amortized cost of $2.3 million. These securities represent an investment in mutual funds that have an objective to make investments for Community Reinvestment Act ("CRA") purposes.

The following tables provide information regarding available for sale securities and held to maturity securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2026 and December 31, 2025:


	Length of Time in Continuous Unrealized Loss Position
	Less Than 12 Months						12 Months or More						Total
	Fair Value		Unrealized Loss		Percent Decline from Amortized Cost		Fair Value		Unrealized Loss		Percent Decline from Amortized Cost		Fair Value		Unrealized Loss		Percent Decline from Amortized Cost
	(Dollars in thousands)

June 30, 2026
U.S. Government and agency obligations	$	113,939	$	(1,284)	1.11	%	$	42,416	$	(1,473)	3.36	%	$	156,355	$	(2,757)	1.73	%
Corporate bonds	—		—		—		7,675		(325)		4.06		7,675		(325)		4.06

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


	Length of Time in Continuous Unrealized Loss Position
	Less Than 12 Months						12 Months or More						Total
	Fair Value		Unrealized Loss		Percent Decline from Amortized Cost		Fair Value		Unrealized Loss		Percent Decline from Amortized Cost		Fair Value		Unrealized Loss		Percent Decline from Amortized Cost
	(Dollars in thousands)

December 31, 2025
U.S. Government and agency obligations	$	50,496	$	(346)	0.68	%	$	54,320	$	(1,630)	2.91	%	$	104,816	$	(1,976)	1.85	%
Corporate bonds	—		—		—		7,483		(517)		6.47		7,483		(517)		6.47

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

There were twenty-seven and twenty-nine available for sale securities or held to maturity securities as of June 30, 2026 and December 31, 2025, respectively, in which the fair value of the security was less than the amortized cost of the security.

The U.S. Government and agency obligations owned are either direct obligations of the U.S. Government or guaranteed by the U.S. Government. Therefore, the contractual cash flows are guaranteed and as a result the unrealized losses in this portfolio are considered to be only temporarily impaired.

The corporate bonds are investments in subordinated debt of federally insured banks, the majority of which are callable after five years of origination. The Company monitors its corporate bond, state agency and municipal bond portfolios and considers them to have minimal default risk.

The Company has the intent and ability to retain its investment securities in an unrealized loss position at June 30, 2026 until the decline in value has recovered or the security has matured.

3. Loans Receivable and ACL-Loans

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


(In thousands)	June 30, 2026		December 31, 2025
Real estate loans:
Residential	$	28,464	$	33,139
Commercial	1,989,747		1,930,979
Construction	153,522		153,778
	2,171,733		2,117,896

Commercial business	715,934		645,321

Consumer	72,026		76,855
Total loans	2,959,693		2,840,072

ACL-Loans	(30,627)		(30,705)
Deferred loan origination fees, net	(4,176)		(4,926)

Loans receivable, net	$	2,924,890	$	2,804,441

Lending activities primarily consist of commercial real estate loans, commercial business loans and, to a lesser degree, consumer loans. Loans may also be granted for the construction of commercial properties. The majority of commercial mortgage loans are collateralized by first or second mortgages on real estate.

Risk management

The Company has established credit policies applicable to each type of lending activity in which it engages. The Company evaluates the creditworthiness of each client and extends credit of up to 80% of the market value of the collateral, (85% maximum for owner occupied commercial real estate), depending on the client's creditworthiness and the type of collateral. The client’s ability to service the debt is monitored on an ongoing basis. Real estate is the primary form of collateral. Other important forms of collateral are business assets, deposits and marketable securities. While collateral provides assurance as a secondary source of repayment, the Company ordinarily requires the primary source of repayment for commercial loans to be based on the client’s ability to generate continuing cash flows. The Company does not provide first or second lien mortgage loans secured by one-to-four family owner occupied residential properties but has a small legacy portfolio which continues to amortize, pay off due to the sale of the collateral, or refinance away from the Company.

Credit quality of loans and the ACL-Loans

Management segregates the loan portfolio into defined segments, which are used to develop and document a systematic method for determining the Company's ACL-Loans. The portfolio segments are segregated based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate.

The Company's loan portfolio is segregated into the following portfolio segments:

Residential Real Estate: This portfolio segment consists of first mortgage loans secured by one-to-four family owner occupied residential properties for personal use located in the Company's market area. This segment also includes home equity loans and home equity lines of credit secured by owner occupied one-to-four family residential properties. Loans of this type were written at a combined maximum of 80% of the appraised value of the property and the Company requires a first or second lien position on the property. These loans can be affected by economic conditions and the values of the underlying properties.

Commercial Real Estate: This portfolio segment includes loans secured by commercial real estate, multi-family dwellings, owner-occupied commercial real estate and investor-owned one-to-four family dwellings. Loans secured by commercial real estate generally have larger loan balances and more credit risk than owner occupied one-to-four family mortgage loans.

Construction: This portfolio segment includes commercial construction loans for commercial development projects, including apartment buildings and condominiums, as well as office buildings, retail and other income producing properties and land loans, which are loans made with land as collateral. Construction and land development financing generally involves greater credit risk than long-term financing on improved, owner-occupied or leased real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost proves to be inaccurate, the Company may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project proves to be inaccurate, the client may hold a property with a value that is insufficient to assure full repayment through sale or refinance. Construction loans also expose the Company to the risks that improvements will not be completed on time in accordance with specifications and projected costs and that repayment will depend on the successful operation or sale of the properties, which may cause some clients to be unable to continue paying debt service, which exposes the Company to greater risk of non-payment and loss.

Commercial Business: This portfolio segment includes commercial business loans secured by assignments of corporate assets and personal guarantees of the business owners. Commercial business loans generally have higher interest rates and shorter terms than other loans, and their repayment generally depends on the successful operation of the client’s business.

Consumer: This portfolio segment includes loans to finance insurance premiums secured by the cash surrender value of life insurance and marketable securities, overdraft lines of credit, and unsecured personal loans to high net worth individuals.

ACL-Loans

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


	Residential Real Estate		Commercial Real Estate		Construction		Commercial Business		Consumer		Total
	(In thousands)
Three Months Ended June 30, 2026
Beginning balance	$	48	$	18,588	$	1,912	$	7,706	$	1,326	$	29,580
Charge-offs	—		—		—		(13)		(35)		(48)
Recoveries	—		10		—		8		32		50
(Credit) provision for credit losses	(5)		230		519		(38)		339		1,045
Ending balance	$	43	$	18,828	$	2,431	$	7,663	$	1,662	$	30,627


	Residential Real Estate		Commercial Real Estate		Construction		Commercial Business		Consumer		Total
	(In thousands)
Three Months Ended June 30, 2025
Beginning balance	$	87	$	20,562	$	2,216	$	5,244	$	1,376	$	29,485
Charge-offs	—		—		—		(15)		(5)		(20)
Recoveries	—		—		—		112		10		122
(Credit) provision for credit losses	(22)		(1,270)		688		185		88		(331)
Ending balance	$	65	$	19,292	$	2,904	$	5,526	$	1,469	$	29,256


	Residential Real Estate		Commercial Real Estate		Construction		Commercial Business		Consumer		Total
	(In thousands)
Six Months Ended June 30, 2026
Beginning balance	$	55	$	20,255	$	2,251	$	6,635	$	1,509	$	30,705
Charge-offs	—		—		—		(161)		(108)		(269)
Recoveries	—		14		—		23		65		102
(Credit) provision for credit losses	(12)		(1,441)		180		1,166		196		89
Ending balance	$	43	$	18,828	$	2,431	$	7,663	$	1,662	$	30,627


	Residential Real Estate		Commercial Real Estate		Construction		Commercial Business		Consumer		Total
	(In thousands)
Six Months Ended June 30, 2025


Beginning balance	$	94	$	21,838	$	2,059	$	4,070	$	946	$	29,007
Charge-offs	—		(67)		—		(15)		(37)		(119)
Recoveries	—		—		—		116		46		162
(Credit) provision for credit losses	(29)		(2,479)		845		1,355		514		206
Ending balance	$	65	$	19,292	$	2,904	$	5,526	$	1,469	$	29,256

We evaluate whether a modification, extension or renewal of a loan is a current period origination in accordance with GAAP. Generally, loans up for renewal are subject to a full credit evaluation before the renewal is granted and such loans are considered current period originations for purpose of the tables below. The following tables present loans by origination, risk designation on an amortized cost basis (which includes deferred fees and costs and accrued interest), and charge-offs as of June 30, 2026 and December 31, 2025 (dollars in thousands):


Term Loans
Amortized Cost Balances by Origination Year as of June 30, 2026


	2026		2025		2024		2023		2022		Prior		Total
Residential Real Estate Loans
Pass	$	—	$	—	$	—	$	—	$	—	$	25,635	$	25,635
Special Mention	—		—		—		—		—		268		268
Substandard	—		—		—		—		—		2,701		2,701
Doubtful	—		—		—		—		—		—		—
Total Residential Real Estate Loans	$	—	$	—	$	—	$	—	$	—	$	28,604	$	28,604
Residential Real Estate charge-off
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial Real Estate Loans
Pass	$	265,262	$	346,742	$	83,841	$	85,929	$	505,355	$	620,808	$	1,907,937
Special Mention	—		—		9,796		—		27,789		8,440		46,025
Substandard	—		—		22,513		—		4,785		14,906		42,204
Doubtful	—		—		—		—		—		—		—
Total Commercial Real Estate Loans	$	265,262	$	346,742	$	116,150	$	85,929	$	537,929	$	644,154	$	1,996,166
Commercial Real Estate charge-off
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Construction Loans
Pass	$	8,461	$	38,782	$	43,933	$	42,043	$	5,831	$	—	$	139,050
Special Mention	—		—		—		—		15,274		—		15,274
Substandard	—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—
Total Construction Loans	$	8,461	$	38,782	$	43,933	$	42,043	$	21,105	$	—	$	154,324
Construction charge-off
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial Business Loans
Pass	$	124,425	$	257,827	$	86,224	$	62,236	$	120,859	$	60,013	$	711,584
Special Mention	—		968		1,005		—		3,879		—		5,852
Substandard	—		275		—		10		—		1,340		1,625
Doubtful	—		84		—		—		—		—		84
Total Commercial Business Loans	$	124,425	$	259,154	$	87,229	$	62,246	$	124,738	$	61,353	$	719,145
Commercial Business charge-off
Current period charge-offs	$	—	$	42	$	—	$	—	$	—	$	119	$	161

Consumer Loans
Pass	$	5,635	$	24,386	$	22,541	$	3,020	$	15,416	$	37	$	71,035
Special Mention	—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—
Total Consumer Loans	$	5,635	$	24,386	$	22,541	$	3,020	$	15,416	$	37	$	71,035
Consumer charge-off
Current period charge-offs	$	—	$	24	$	55	$	—	$	24	$	5	$	108

Total Loans
Pass	$	403,783	$	667,737	$	236,539	$	193,228	$	647,461	$	706,493	$	2,855,241
Special Mention	—		968		10,801		—		46,942		8,708		67,419
Substandard	—		275		22,513		10		4,785		18,947		46,530
Doubtful	—		84		—		—		—		—		84
Total Loans	$	403,783	$	669,064	$	269,853	$	193,238	$	699,188	$	734,148	$	2,969,274
Total charge-off
Current period charge-offs	$	—	$	66	$	55	$	—	$	24	$	124	$	269


Term Loans
Amortized Cost Balances by Origination Year as of December 31, 2025


	2025		2024		2023		2022		2021		Prior		Total
Residential Real Estate Loans
Pass	$	—	$	—	$	—	$	—	$	—	$	30,252	$	30,252
Special Mention	—		—		—		—		—		281		281
Substandard	—		—		—		—		—		2,766		2,766
Doubtful	—		—		—		—		—		—		—
Total Residential Real Estate Loans	$	—	$	—	$	—	$	—	$	—	$	33,299	$	33,299
Residential Real Estate charge-off
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial Real Estate Loans
Pass	$	391,466	$	97,473	$	104,421	$	573,183	$	213,785	$	458,047	$	1,838,375
Special Mention	—		—		—		53,776		—		1,666		55,442
Substandard	—		21,358		—		7,059		8,521		6,934		43,872
Doubtful	—		—		—		—		—		—		—
Total Commercial Real Estate Loans	$	391,466	$	118,831	$	104,421	$	634,018	$	222,306	$	466,647	$	1,937,689
Commercial Real Estate charge-off
Current period charge-offs	$	—	$	—	$	—	$	—	$	67	$	—	$	67

Construction Loans
Pass	$	37,221	$	40,676	$	51,218	$	5,720	$	—	$	—	$	134,835
Special Mention	—		—		—		19,744		—		—		19,744
Substandard	—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—
Total Construction Loans	$	37,221	$	40,676	$	51,218	$	25,464	$	—	$	—	$	154,579
Construction charge-off
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial Business Loans
Pass	$	284,001	$	91,887	$	66,754	$	130,596	$	40,896	$	25,904	$	640,038
Special Mention	—		—		7		5,302		—		127		5,436
Substandard	294		—		30		316		1,299		3		1,942
Doubtful	—		—		—		—		—		—		—
Total Commercial Business Loans	$	284,295	$	91,887	$	66,791	$	136,214	$	42,195	$	26,034	$	647,416
Commercial Business charge-off
Current period charge-offs	$	29	$	—	$	—	$	—	$	—	$	—	$	29

Consumer Loans
Pass	$	21,332	$	21,782	$	3,022	$	28,844	$	—	$	38	$	75,018
Special Mention	—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—
Total Consumer Loans	$	21,332	$	21,782	$	3,022	$	28,844	$	—	$	38	$	75,018
Consumer charge-off
Current period charge-offs	$	74	$	—	$	—	$	—	$	—	$	10	$	84

Total Loans
Pass	$	734,020	$	251,818	$	225,415	$	738,343	$	254,681	$	514,241	$	2,718,518
Special Mention	—		—		7		78,822		—		2,074		80,903
Substandard	294		21,358		30		7,375		9,820		9,703		48,580
Doubtful	—		—		—		—		—		—		—
Total Loans	$	734,314	$	273,176	$	225,452	$	824,540	$	264,501	$	526,018	$	2,848,001
Total charge-off
Current period charge-offs	$	103	$	—	$	—	$	—	$	67	$	10	$	180

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


	Portfolio		ACL-Loans
	(In thousands)
June 30, 2026
Loans individually evaluated for impairment:
Residential real estate	$	2,687	$	—
Commercial real estate	42,158		—
Construction	—		—
Commercial business	1,676		—
Consumer	25,852		—
Subtotal	72,373		—
Loans collectively evaluated for impairment:
Residential real estate	25,777		43
Commercial real estate	1,947,589		18,828
Construction	153,522		2,431
Commercial business	714,258		7,663
Consumer	46,174		1,662
Subtotal	2,887,320		30,627

Total	$	2,959,693	$	30,627


	Portfolio		ACL-Loans
	(In thousands)
December 31, 2025
Loans individually evaluated for impairment:
Residential real estate	$	2,751	$	—
Commercial real estate	35,767		—
Construction	—		—
Commercial business	1,595		—
Consumer	38,820		—
Subtotal	78,933		—
Loans collectively evaluated for impairment:
Residential real estate	30,388		55
Commercial real estate	1,895,212		20,255
Construction	153,778		2,251
Commercial business	643,726		6,635
Consumer	38,035		1,509
Subtotal	2,761,139		30,705

Total	$	2,840,072	$	30,705

Credit quality indicators

To measure credit risk for the loan portfolios, the Company employs a credit risk rating system. This risk rating represents an assessed level of a loan’s risk based on the character and creditworthiness of the borrower/guarantor, the capacity of the borrower to adequately service the debt, any credit enhancements or additional sources of repayment, and the quality, value and coverage of the collateral, if any.

The objectives of the Company’s risk rating system are to provide the Board of Directors and senior management with an objective assessment of the overall quality of the loan portfolio, to promptly and accurately identify loans with well-defined credit weaknesses so that timely action can be taken to minimize a potential credit loss, to identify relevant trends affecting the collectability of the loan portfolio, to isolate potential problem areas and to provide essential information for determining the adequacy of the ACL-Loans. The Company’s credit risk rating system has nine grades, with each grade corresponding to a progressively greater risk of default or non-payment. Risk ratings of (1) through (5) are "pass" categories and risk ratings of (6) through (9) are criticized asset categories as defined by the regulatory agencies.

A “special mention” (6) loan has a potential weakness which, if uncorrected, may result in a deterioration of the repayment prospects or inadequately protect the Company’s credit position at some time in the future. “Substandard” (7) loans have a well-defined weakness or weaknesses that jeopardize the full repayment of the debt. A loan rated “doubtful” (8) has all the weaknesses inherent in a substandard loan and which, in addition, make collection or liquidation in full highly questionable and improbable when considering existing facts, conditions, and values. Loans classified as “loss” (9) are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value; rather, it is not practical or desirable to defer charging off this asset even though partial recovery may be made in the future.

Risk ratings are assigned as necessary to differentiate risk within the portfolio. They are reviewed on an ongoing basis through the annual loan review process performed by Company personnel, normal renewal activity, monthly delinquency monitoring, and the quarterly watchlist and watched asset report process. They are revised to reflect changes in the borrower's financial condition and outlook, debt service coverage capability, repayment performance, collateral value and coverage, as well as other considerations. In addition to internal review at multiple points, outsourced loan review opines on risk ratings with regard to the sample of loans their review covers.

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


	Commercial Credit Quality Indicators
	June 30, 2026								December 31, 2025
	Commercial Real Estate		Construction		Commercial Business		Total		Commercial Real Estate		Construction		Commercial Business		Total
	(In thousands)
Pass	$	1,901,845	$	138,336	$	708,458	$	2,748,639	$	1,832,061	$	134,141	$	638,012	$	2,604,214
Special Mention	45,744		15,186		5,800		66,730		55,114		19,637		5,400		80,151
Substandard	42,158		—		1,592		43,750		43,804		—		1,909		45,713
Doubtful	—		—		84		84		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total loans	$	1,989,747	$	153,522	$	715,934	$	2,859,203	$	1,930,979	$	153,778	$	645,321	$	2,730,078


	Residential and Consumer Credit Quality Indicators
	June 30, 2026						December 31, 2025
	Residential Real Estate		Consumer		Total		Residential Real Estate		Consumer		Total
	(In thousands)
Pass	$	25,512	$	72,026	$	97,538	$	30,110	$	76,855	$	106,965
Special Mention	265		—		265		278		—		278
Substandard	2,687		—		2,687		2,751		—		2,751
Doubtful	—		—		—		—		—		—
Loss	—		—		—		—		—		—
Total loans	$	28,464	$	72,026	$	100,490	$	33,139	$	76,855	$	109,994

Loan portfolio aging analysis

When a loan is 15 days past due, the Company sends the borrower a late notice. The Company attempts to contact the borrower by phone if the delinquency is not corrected promptly after the notice has been sent. When the loan is 30 days past due, the Company mails the borrower a letter reminding the borrower of the delinquency and attempts to contact the borrower personally to determine the reason for the delinquency and ensure the borrower understands the terms of the loan. If necessary, after the 90th day of delinquency, the Company may take other appropriate legal action. A summary report of all loans 30 days or more past due is provided to the Board of Directors of the Company periodically. Loans greater than 90 days past due are generally put on nonaccrual status. A nonaccrual loan is restored to accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt. A loan is considered to be no longer delinquent when timely payments are made for a period of at least six months (one year for loans providing for quarterly or semi-annual payments) by the borrower in accordance with the contractual terms.

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


	June 30, 2026
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans
	(In thousands)
Real estate loans:
Residential real estate	$	—	$	—	$	530	$	530	$	27,934	$	28,464
Commercial real estate	1,532		—		13,923		15,455		1,974,292		1,989,747
Construction	—		—		—		—		153,522		153,522
Commercial business	49		949		617		1,615		714,319		715,934
Consumer	—		—		—		—		72,026		72,026
Total loans	$	1,581	$	949	$	15,070	$	17,600	$	2,942,093	$	2,959,693


	December 31, 2025
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans
	(In thousands)
Real estate loans:
Residential real estate	$	557	$	—	$	—	$	557	$	32,582	$	33,139
Commercial real estate	56		—		5,901		5,957		1,925,022		1,930,979
Construction	—		—		—		—		153,778		153,778
Commercial business	1,106		17		1,273		2,396		642,925		645,321
Consumer	5		—		—		5		76,850		76,855
Total loans	$	1,724	$	17	$	7,174	$	8,915	$	2,831,157	$	2,840,072

There were no loans delinquent greater than 90 days and still accruing interest as of June 30, 2026 or December 31, 2025.

Loans on nonaccrual status

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


	June 30, 2026		December 31, 2025
	(In thousands)
Residential real estate	$	530	$	557
Commercial real estate	13,923		14,445
Commercial business	1,404		1,302
Construction	—		—
Consumer	—		—
Total	$	15,857	$	16,304

Interest income on loans that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms for the six months ended June 30, 2026 and 2025 was $0.8 million and $1.1 million, respectively.

At June 30, 2026 and December 31, 2025, there were no commitments to lend additional funds to any borrower on nonaccrual status. Nonaccrual loans with no specific reserve totaled $15.9 million and $16.3 million at June 30, 2026 and December 31, 2025, respectively, as these loans were deemed to be adequately collateralized.

Individually evaluated loans

An individually evaluated loan is generally one for which it is probable, based on current information, that the Company will not collect all the amounts due in accordance with the contractual terms of the loan. Individually evaluated loans are individually evaluated for credit losses.

The Company also individually evaluates all insurance premium loans within the Consumer portfolio segment, irrespective of credit risk ratings.

The following table summarizes individually evaluated loans by portfolio segment as of June 30, 2026 and December 31, 2025.


	Carrying Amount				Unpaid Principal Balance				Associated ACL-Loans
	June 30, 2026		December 31, 2025		June 30, 2026		December 31, 2025		June 30, 2026		December 31, 2025
	(In thousands)
Individually evaluated loans without a valuation allowance:
Residential real estate	$	2,687	$	2,751	$	3,054	$	3,098	$	—	$	—
Commercial real estate	42,158		35,767		51,964		45,462		—		—
Construction	—		—		—		—		—		—
Commercial business	1,676		1,595		2,391		2,290		—		—
Consumer	25,852		38,820		25,852		38,820		—		—
Total individually evaluated loans without a valuation allowance	$	72,373	$	78,933	$	83,261	$	89,670	$	—	$	—

Individually evaluated loans with a valuation allowance:
Residential real estate	$	—	$	—	$	—	$	—	$	—	$	—
Commercial real estate	—		—		—		—		—		—
Construction	—		—		—		—		—		—
Commercial business	—		—		—		—		—		—
Consumer	—		—		—		—		—		—
Total individually evaluated loans with a valuation allowance	—		—		—		—		—		—
Total individually evaluated loans	$	72,373	$	78,933	$	83,261	$	89,670	$	—	$	—

The following tables summarize the average carrying amount of individually evaluated loans and interest income recognized on individually evaluated loans by portfolio segment for the three and six months ended June 30, 2026 and 2025:


	Average Carrying Amount				Interest Income Recognized
	Three Months Ended June 30,				Three Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)
Individually evaluated loans without a valuation allowance:
Residential real estate	$	2,700	$	2,979	$	42	$	43
Commercial real estate	42,602		17,371		513		84
Commercial business	1,685		7,000		55		55
Construction	—		—		—		—
Consumer	25,380		40,489		357		382
Total individually evaluated loans without a valuation allowance	$	72,367	$	67,839	$	967	$	564
Individually evaluated loans with a valuation allowance:
Residential real estate	$	—	$	—	$	—	$	—
Commercial real estate	—		—		—		—
Commercial business	—		—		—		—
Construction	—		—		—		—
Consumer	—		—		—		—
Total individually evaluated loans with a valuation allowance	—		—		—		—
Total individually evaluated loans	$	72,367	$	67,839	$	967	$	564


	Average Carrying Amount				Interest Income Recognized
	Six Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)
Individually evaluated loans without a valuation allowance:
Residential real estate	$	2,715	$	3,025	$	84	$	103
Commercial real estate	44,648		17,766		1,033		129
Commercial business	1,774		7,322		105		70
Construction	—		—		—		—
Consumer	29,825		47,369		646		775
Total individually evaluated loans without a valuation allowance	$	78,962	$	75,482	$	1,868	$	1,077
Individually evaluated loans with a valuation allowance:
Residential real estate	$	—	$	—	$	—	$	—
Commercial real estate	—		—		—		—
Commercial business	—		—		—		—
Construction	—		—		—		—
Consumer	—		—		—		—
Total individually evaluated loans with a valuation allowance	—		—		—		—
Total individually evaluated loans	$	78,962	$	75,482	$	1,868	$	1,077

Loan Modifications

A loan will be considered modified as defined by ASC 326 when both of the following conditions are met: 1) the borrower is experiencing financial difficulties and 2) the modification constitutes a direct change in contractual cash flows for a significant period of time. Modified terms are dependent upon the financial position and needs of the individual borrower.

There were two new loan modifications reportable under ASC 326 at June 30, 2026 for $0.8 million. There was one new loan modification reportable under ASC 326 for $0.3 million at December 31, 2025. There were two nonaccrual modified loans at June 30, 2026. There was one nonaccrual modified loan at December 31, 2025. There were no loans modified that re-defaulted at June 30, 2026 or December 31, 2025.

Allowance for credit losses (ACL)-Unfunded Commitments

The Company has recorded ACL-Unfunded Commitments in Accrued expenses and other liabilities. The provision is recorded within the Provision for credit losses on the Company’s Consolidated Statements of Income. The following table presents a roll forward of the ACL-Unfunded Commitments for the three and six months ended June 30, 2026 and June 30, 2025:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)
Balance at beginning of period	$	415	$	682	$	488	$	756


Provision (credit) for credit losses (unfunded commitments)	183		(80)		110		(154)
Balance at end of period	$	598	$	602	$	598	$	602

Components of Provision (Credit) for Credit Losses

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)
Provision (credit) for credit losses (loans)	$	1,045	$	(331)	$	89	$	206
Provision (credit) for credit losses (unfunded commitments)	183		(80)		110		(154)
Provision (credit) for credit losses	$	1,228	$	(411)	$	199	$	52

4. Shareholders' Equity

Common Stock

The Company has 10,000,000 shares authorized and 7,973,180 shares issued and outstanding at June 30, 2026 and 10,000,000 shares authorized and 7,899,943 shares issued and outstanding at December 31, 2025. The Company's stock is traded on the Nasdaq Global Market under the ticker symbol BWFG.

Dividends

The Company’s shareholders are entitled to dividends when and if declared by the Board of Directors out of funds legally available. The ability of the Company to pay dividends depends, in part, on the ability of the Bank to pay dividends to the Parent Corporation. In accordance with Connecticut statutes, regulatory approval is required to pay dividends in excess of the Bank’s profits retained in the current year plus retained profits from the previous two years. The Bank is also prohibited from paying dividends that would reduce its capital ratios below minimum regulatory requirements.

Issuer Purchases of Equity Securities

On October 28, 2024, the Company announced that on October 23, 2024, its Board of Directors authorized a share repurchase plan (the "Plan"). Under the terms of the Plan, the Company is authorized to buy back up to 250,000 shares of its outstanding common stock.

The Company intends to accomplish the share repurchases through open-market transactions, although the Company may accomplish repurchases through other means, such as privately negotiated transactions. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The Plan does not obligate the Company to acquire any particular amount of common stock, and it may be modified or suspended at any time at the Company's discretion.

During the six months ended June 30, 2026, the Company purchased 3,317 shares of its common stock at a weighted average price of $45.32 per share. During the year ended December 31, 2025, the Company purchased 44,550 shares of its common stock at a weighted average price of $29.93 per share.

5. Comprehensive Income

Comprehensive income represents the sum of net income and items of other comprehensive income or loss, including net unrealized gains or losses on securities available for sale and net unrealized gains or losses on derivatives. The Company's derivative instruments are utilized to manage economic risks, including interest rate risk. Changes in fair value of the Company's cash flow swap derivatives are primarily driven by changes in interest rates and recognized in other comprehensive income. The Company’s total comprehensive income or loss for the three and six months ended June 30, 2026 and June 30, 2025 is reported in the Consolidated Statements of Comprehensive Income.

The following tables present the changes in accumulated other comprehensive (loss) income by component, net of tax for the three and six months ended June 30, 2026 and June 30, 2025:


	Net Unrealized Gain (Loss) on Available for Sale Securities		Net Unrealized Gain (Loss) on Interest Rate Swaps		Total
	(In thousands)
Balance at March 31, 2026	$	(2,074)	$	1,599	$	(475)
Other comprehensive (loss) income before reclassifications, net of tax	(276)		223		(53)
Amounts reclassified from accumulated other comprehensive (loss), net of tax	—		(42)		(42)
Net other comprehensive (loss) income	(276)		181		(95)
Balance at June 30, 2026	$	(2,350)	$	1,780	$	(570)


	Net Unrealized Gain (Loss) on Available for Sale Securities		Net Unrealized Gain (Loss) on Interest Rate Swaps		Total
	(In thousands)
Balance at March 31, 2025	$	(2,916)	$	1,720	$	(1,196)
Other comprehensive income (loss) before reclassifications, net of tax	504		(68)		436
Amounts reclassified from accumulated other comprehensive (loss), net of tax	—		(143)		(143)
Net other comprehensive income (loss)	504		(211)		293
Balance at June 30, 2025	$	(2,412)	$	1,509	$	(903)


	Net Unrealized Gain (Loss) on Available for Sale Securities		Net Unrealized Gain (Loss) on Interest Rate Swaps		Total
	(In thousands)
Balance at December 31, 2025	$	(1,774)	$	1,558	$	(216)
Other comprehensive (loss) income before reclassifications, net of tax	(576)		311		(265)
Amounts reclassified from accumulated other comprehensive (loss), net of tax	—		(89)		(89)
Net other comprehensive (loss) income	(576)		222		(354)
Balance at June 30, 2026	$	(2,350)	$	1,780	$	(570)


	Net Unrealized Gain (Loss) on Available for Sale Securities		Net Unrealized Gain (Loss) on Interest Rate Swaps		Total
	(In thousands)
Balance at December 31, 2024	$	(3,832)	$	2,588	$	(1,244)
Other comprehensive income (loss) before reclassifications, net of tax	1,420		(469)		951
Amounts reclassified from accumulated other comprehensive (loss), net of tax	—		(610)		(610)
Net other comprehensive income (loss)	1,420		(1,079)		341
Balance at June 30, 2025	$	(2,412)	$	1,509	$	(903)

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


Accumulated Other Comprehensive Income Components	Three Months Ended June 30,				Six Months Ended June 30,				Associated Line Item in the Consolidated Statements of Income
	2026		2025		2026		2025
	(In thousands)




Derivatives:
Unrealized gains on derivatives	$	57	$	187	$	116	$	799	Interest expense on borrowings
Tax expense	(13)		(44)		(27)		(189)		Income tax expense
Net of tax	$	44	$	143	$	89	$	610

6. Earnings per share ("EPS")

Unvested restricted stock awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted stock awards qualify as participating securities.

Net income is allocated between the common stock and participating securities pursuant to the two-class method. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating unvested restricted stock awards.

Diluted EPS is computed in a similar manner, except that the denominator includes the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method.

The following table is a reconciliation of earnings available to common shareholders and basic weighted average common shares outstanding to diluted weighted average common shares outstanding, reflecting the application of the two-class method:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands, except per share data)
Net income	$	12,372	$	9,088	$	23,647	$	15,976
Dividends to participating securities(1)	(26)		(26)		(52)		(53)
Undistributed earnings allocated to participating securities(1)	(175)		(126)		(333)		(241)
Net income for earnings per share calculation	$	12,171	$	8,936	$	23,262	$	15,682

Weighted average shares outstanding, basic	7,856,210		7,777,469		7,790,596		7,724,143
Effect of dilutive equity-based awards(2)	124,763		42,359		86,562		71,677
Weighted average shares outstanding, diluted	7,980,973		7,819,828		7,877,158		7,795,820
Net earnings per common share:
Basic earnings per common share	$	1.55	$	1.15	$	2.99	$	2.03
Diluted earnings per common share	$	1.52	$	1.14	$	2.95	$	2.01

(1) Represents dividends paid and undistributed earnings allocated to unvested stock-based awards that contain non-forfeitable rights to dividends.

(2) Represents the effect of the assumed exercise of stock options and the vesting of restricted shares, as applicable, utilizing the treasury stock method.

7. Regulatory Matters

The Federal Reserve, the FDIC and other federal and state bank regulatory agencies establish regulatory capital guidelines for U.S. banking organizations.

Under the current guidelines, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier 1 risk-based capital ratio of 6.0%, a minimum Common Equity Tier 1 risk-based capital ratio of 4.5%, and a minimum leverage ratio of 4.0% in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a capital conservation buffer consisting of common equity in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk-weighted assets, resulting in a requirement for the Bank to effectively maintain Common Equity Tier 1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends, pay discretionary bonuses, or to engage in share repurchases.

Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

As of June 30, 2026, the Bank and Company met all capital adequacy requirements to which they are subject. There are no conditions or events since then that management believes have changed this conclusion.

The capital amounts and ratios for the Bank and the Company at June 30, 2026 and December 31, 2025 were as follows:


					Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer				Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions
	Actual Capital
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Bankwell Bank
June 30, 2026
Common Equity Tier 1 Capital to Risk-Weighted Assets	$	351,649	11.67	%	$	210,982	7.00	%	$	195,912	6.50	%
Tier I Capital to Risk-Weighted Assets	351,649		11.67	%	256,193		8.50	%	241,123		8.00	%
Total Capital to Risk-Weighted Assets	382,874		12.70	%	316,473		10.50	%	301,403		10.00	%
Tier I Capital to Average Assets	351,649		10.39	%	135,429		4.00	%	169,286		5.00	%
					Minimum Regulatory Capital Required for Capital Adequacy				Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions
	Actual Capital
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Bankwell Financial Group, Inc.
June 30, 2026
Common Equity Tier 1 Capital to Risk-Weighted Assets	$	319,886	10.58	%	$	136,047	4.50	%	$	196,513	6.50	%
Tier I Capital to Risk-Weighted Assets	319,886		10.58	%	181,397		6.00	%	241,862		8.00	%
Total Capital to Risk-Weighted Assets	420,931		13.92	%	241,862		8.00	%	302,328		10.00	%
Tier I Capital to Average Assets	319,886		9.41	%	135,926		4.00	%	169,908		5.00	%


					Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer				Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions
	Actual Capital
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Bankwell Bank
December 31, 2025
Common Equity Tier 1 Capital to Risk-Weighted Assets	$	344,979	11.87	%	$	203,425	7.00	%	$	188,895	6.50	%
Tier I Capital to Risk-Weighted Assets	344,979		11.87	%	247,017		8.50	%	232,486		8.00	%
Total Capital to Risk-Weighted Assets	376,171		12.94	%	305,138		10.50	%	290,608		10.00	%
Tier I Capital to Average Assets	344,979		10.56	%	130,725		4.00	%	163,406		5.00	%
					Minimum Regulatory Capital Required for Capital Adequacy				Minimum Regulatory Capital to be Well Capitalized Under Prompt Corrective Action Provisions
	Actual Capital
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Bankwell Financial Group, Inc.
December 31, 2025
Common Equity Tier 1 Capital to Risk-Weighted Assets	$	298,121	10.23	%	$	131,112	4.50	%	$	189,385	6.50	%
Tier I Capital to Risk-Weighted Assets	298,121		10.23	%	174,816		6.00	%	233,089		8.00	%
Total Capital to Risk-Weighted Assets	399,010		13.69	%	233,089		8.00	%	291,361		10.00	%
Tier I Capital to Average Assets	298,121		9.11	%	130,961		4.00	%	163,701		5.00	%

Regulatory Restrictions on Dividends

The ability of the Company to pay dividends depends, in part, on the ability of the Bank to pay dividends to the Parent Corporation. In accordance with Connecticut statutes, regulatory approval is required to pay dividends in excess of the Bank’s profits retained in the current year plus retained profits from the previous two years. The Bank is also prohibited from paying dividends that would reduce its capital ratios below minimum regulatory requirements.

Reserve Requirements on Cash

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

8. Deposits

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


	June 30, 2026		December 31, 2025
	(In thousands)
Noninterest bearing demand deposit accounts	$	472,008	$	403,652
Interest bearing accounts:
NOW	133,032		90,205
Money market	1,175,536		1,007,844
Savings	98,626		97,418
Time certificates of deposit	1,121,328		1,230,362
Total interest bearing accounts	2,528,522		2,425,829
Total deposits	$	3,000,530	$	2,829,481

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


	June 30, 2026		December 31, 2025
	(In thousands)
2026	$	726,748	$	1,224,995
2027	393,096		4,271
2028	1,424		1,038
2029	34		33
2030 and thereafter	26		25
Total	$	1,121,328	$	1,230,362

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

Brokered certificates of deposits totaled $453.0 million at June 30, 2026 and $505.0 million at December 31, 2025, respectively. Brokered money market accounts totaled $53.7 million at June 30, 2026 and $53.7 million at December 31, 2025, respectively. Certificates of deposits from national listing services were $26.8 million and $42.3 million as of June 30, 2026 and December 31, 2025, respectively. There were no one-way buy Certificate of Deposit Account Registry Service ("CDARS") or one-way buy Insured Cash Sweep Service ("ICS") at June 30, 2026 or December 31, 2025. Brokered deposits are comprised of Brokered CDs, brokered money market accounts, one-way buy CDARS, and one-way buy ICS.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)
NOW	$	59	$	77	$	108	$	187
Money market	9,681		8,579		18,746		17,100
Savings	677		667		1,349		1,325
Time certificates of deposits	10,850		13,760		22,994		29,243
Total interest expense on deposits	$	21,267	$	23,083	$	43,197	$	47,855

9. Stock-Based Compensation

Equity award plans

The Company has unvested restricted stock outstanding under the 2022 Bankwell Financial Group, Inc. Stock Plan, or the “2022 Plan”. All equity awards made under the 2022 Plan are made by means of an award agreement, which contains the specific terms and conditions of the grant. Although the 2022 Plan authorizes multiple forms of equity grants, to date, all equity awards under the 2022 Plan have been in the form of restricted stock. At June 30, 2026, there were 197,746 shares reserved for future issuance under the 2022 Plan.

Restricted Stock: Restricted stock provides grantees with rights to shares of common stock upon completion of a service period. Shares of unvested restricted stock are considered participating securities. Restricted stock awards generally vest over one to five years.

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


	Six Months Ended June 30, 2026
	Number of Shares		Weighted Average Grant Date Fair Value
Unvested at beginning of period	206,822	(1)	$	31.74
Granted	76,845	(2)	50.38
Vested	(81,136)	(3)	49.89
Forfeited	(291)		47.88
Unvested at end of period	202,240

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

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

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

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

The Company's restricted stock expense for the six months ended June 30, 2026 and June 30, 2025 was $2.0 million and $0.9 million, respectively. At June 30, 2026, there was $5.8 million of unrecognized stock compensation expense for restricted stock, expected to be recognized over a weighted average period of 1.4 years.

Performance Based Restricted Stock: The Company has 72,875 shares of performance based restricted stock outstanding as of June 30, 2026 pursuant to the Company’s 2022 Plan. Awards granted prior to 2025 generally vest in equal annual installments over a three-year service period, provided certain performance metrics are met. In 2025, the Company transitioned to three-year cliff vesting for performance-based awards. The share quantity that ultimately vests can range between 0% and 150%, (200% for awards granted prior to 2022 and 150% for awards granted after 2023), which is dependent on the degree to which the performance metrics are met. The Company records an expense over the vesting period based on (a) the probability that the performance metrics will be met and (b) the fair market value of the Company’s stock at the date of the grant.

10. Derivative Instruments

The Company manages economic risks, including interest rate, liquidity, and credit risk, by managing the amount, sources, and duration of its funding along with the use of interest rate derivative financial instruments, namely interest rate swaps. The Company does not use derivatives for speculative purposes. As of June 30, 2026, the Company was a party to one cash flow swap, designated as a hedging instrument, to add stability to interest expense and to manage its exposure to the variability of the future cash flows attributable to the contractually specified interest rate. The notional amount for the swap is $25 million and the Company has entered into a pay-fixed cash flow swap to convert rolling 90-day Federal Home Loan Bank advances or brokered deposits. Cash flow swaps with a positive fair value are recorded as other assets and cash flow swaps with a negative fair value are recorded as other liabilities on the Consolidated Balance Sheets.

The Company entered into one pay-fixed portfolio layer method fair value swap, designated as a hedging instrument, with a total notional amount of $150 million. The Company designated the fair value swap under the portfolio layer method (“PLM”). Under this method, the hedged item was designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments were made to record the swap at fair value on the Consolidated Balance Sheets, with changes in fair value recognized in interest income. The carrying value of the fair value swap on the Consolidated Balance Sheets was also adjusted through interest income, based on changes in fair value attributable to changes in the hedged risk. The pay-fixed portfolio layer method fair value swap matured in the first quarter of 2026.

The following table represents the carrying value of the portfolio layer method hedged asset and the cumulative fair value hedging adjustment included in the carrying value of the hedged asset as of June 30, 2026 and December 31, 2025:


	June 30, 2026		December 31, 2025		June 30, 2026		December 31, 2025
	Carrying Value of Hedged Asset				Hedged Items
	(In thousands)
Fixed Rate Asset (1)	$	—	$	150,142	$	—	$	(108)

(1) The amount includes the amortized cost basis of the closed portfolio of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. As of December 31, 2025, the amortized cost basis of the closed portfolio used in this hedging relationship was $470.6 million, the cumulative basis adjustments associated with this hedging relationship was $0.2 million, respectively. As of December 31, 2025, the amount of the designated hedged item was $150.0 million.

As of June 30, 2026, the Company has interest rate swaps not designated as hedging instruments, to minimize interest rate risk exposure with loans to clients.

The Company accounts for all non-client related interest rate swaps as either effective cash flow or fair value swaps. None of the interest rate swap agreements contain any credit risk related contingent features. A hedging instrument is expected at inception to be highly effective at offsetting changes in the hedged transactions attributable to the changes in the hedged risk.

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain loan clients. The Company executes interest rate swaps with commercial banking clients to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client derivatives and the offsetting derivatives are recognized directly in earnings.

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


	As of June 30, 2026
	Derivative Assets					Derivative Liabilities
	Original Notional Amount		Balance Sheet Location	Fair Value		Original Notional Amount		Balance Sheet Location	Fair Value
	(In thousands)
Derivatives designated as hedging instruments:
Interest rate swap	$	25,000	Other assets	$	2,222	$	—	Accrued expenses and other liabilities	$	—
Fair value swap	$	—	Other assets	$	—	$	—	Accrued expenses and other liabilities	$	—

Derivatives not designated as hedging instruments:
Interest rate swaps(1)	$	38,500	Other assets	$	3,257	$	38,500	Accrued expenses and other liabilities	$	3,257

(1) Represents interest rate swaps with commercial banking clients, which are offset by derivatives with a third party.

Accrued interest receivables related to interest rate swaps as of June 30, 2026 totaled $0.1 million and is excluded from the fair value presented in the table above. The fair value of interest rate swaps in a net asset position, including accrued interest, totaled $2.3 million as of June 30, 2026.


	As of December 31, 2025
	Derivative Assets					Derivative Liabilities
	Original Notional Amount		Balance Sheet Location	Fair Value		Original Notional Amount		Balance Sheet Location	Fair Value
	(In thousands)
Derivatives designated as hedging instruments:
Interest rate swap	$	25,000	Other assets	$	1,925	$	—	Accrued expenses and other liabilities	$	—
Fair value swap	$	—	Other assets	$	—	$	150,000	Accrued expenses and other liabilities	$	156

Derivatives not designated as hedging instruments:
Interest rate swaps(1)	$	38,500	Other assets	$	3,045	$	38,500	Accrued expenses and other liabilities	$	3,045

(1) Represents interest rate swaps with commercial banking clients, which are offset by derivatives with a third party.

Accrued interest receivables related to interest rate swaps as of December 31, 2025 totaled $0.1 million and is excluded from the fair value presented in the table above. The fair value of interest rate swaps in a net asset position, including accrued interest, totaled $1.9 million as of December 31, 2025.

The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Company expects to reclassify $0.3 million to reduce interest expense during the next 12 months.

The Company assesses the cash flow swaps hedge effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes.

The Company assesses the effectiveness of the fair value swap hedge with a regression analysis that compares the changes in forward curves to determine the value. The effective portion of changes in the fair value of derivatives designated as fair value hedges is recorded through interest income. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes.

Changes in the consolidated statements of comprehensive income (loss) related to interest rate derivatives designated as hedges of cash flows were as follows for the three and six months ended June 30, 2026 and June 30, 2025:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2026		2025		2026		2025
Interest rate swaps designated as cash flow hedges:
Unrealized gain (loss) recognized in accumulated other comprehensive income before reclassifications	$	293	$	(92)	$	406	$	(614)
Amounts reclassified from accumulated other comprehensive income	(56)		(185)		(115)		(797)
Income tax (expense) benefit on items recognized in accumulated other comprehensive income	(56)		66		(69)		332
Other comprehensive income (loss)	$	181	$	(211)	$	222	$	(1,079)

The above unrealized gains and losses are reflective of market interest rates as of the respective balance sheet dates. Generally, a lower interest rate environment will result in a negative impact to comprehensive income whereas a higher interest rate environment will result in a positive impact to comprehensive income.

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


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2026		2025		2026		2025
(Loss) gain on fair value hedging relationship:
Hedged asset	$	—	$	(162)	$	(142)	$	(20)
Fair value derivative designated as hedging instrument	—		202		3		104
Total gain (loss) recognized in the consolidated statements of income within interest and fees on loans	$	—	$	40	$	(139)	$	84

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


	June 30, 2026
	(In thousands)
							Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Assets(1)		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Received		Net Amount
Derivative assets	$	5,534	$	—	$	5,534	$	—	$	5,449	$	85

(1) Includes accrued interest receivable totaling $55 thousand.


	June 30, 2026
	(In thousands)
							Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Liabilities(1)		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Posted		Net Amount
Derivative liabilities	$	3,292	$	—	$	3,292	$	—	$	—	$	3,292

(1) Includes accrued interest payable totaling $34 thousand.


	December 31, 2025
	(In thousands)
							Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Assets(1)		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Received		Net Amount
Derivative assets	$	5,034	$	—	$	5,034	$	202	$	4,832	$	—

(1) Includes accrued interest receivable totaling $64 thousand.


	December 31, 2025
	(In thousands)
							Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Liabilities(1)		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Posted		Net Amount
Derivative liabilities	$	3,285	$	—	$	3,285	$	202	$	—	$	3,083

(1) Includes net interest payable totaling $84 thousand.

11. Fair Value of Financial Instruments

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the Consolidated Balance Sheets, for which it is practicable to estimate that value. 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 rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instrument.

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction. The estimated fair value amounts have been measured as of the respective period ends and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end.

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk.

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


	June 30, 2026
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
Financial Assets:
Cash and due from banks	$	191,378	$	191,378	$	191,378	$	—	$	—
Federal funds sold	12,018		12,018		12,018		—		—
Marketable equity securities	2,263		2,263		2,263		—		—
Available for sale securities	174,036		174,036		64,384		109,652		—
Held to maturity securities	29,314		30,814		—		—		30,814
Loans receivable, net	2,924,890		2,920,772		—		—		2,920,772
Accrued interest receivable	16,270		16,270		—		16,270		—
FHLB stock	3,143		3,143		—		3,143		—
Servicing asset, net of valuation allowance	1,641		1,641		—		—		1,641
Derivative asset	5,479		5,479		—		5,479		—


Financial Liabilities:
Noninterest bearing deposits	$	472,008	$	472,008	$	—	$	472,008	$	—
NOW and money market	1,308,568		1,308,568		—		1,308,568		—
Savings	98,626		98,626		—		98,626		—
Time deposits	1,121,328		1,120,687		—		—		1,120,687
Accrued interest payable	9,843		9,843		—		9,843		—
Advances from the FHLB	30,000		29,997		—		—		29,997
Subordinated debentures	69,820		69,625		—		—		69,625
Servicing liability	—		—		—		—		—
Derivative liability	3,258		3,258		—		3,258		—


	December 31, 2025
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
Financial Assets:
Cash and due from banks	$	214,567	$	214,567	$	214,567	$	—	$	—
Federal funds sold	10,354		10,354		10,354		—		—
Marketable equity securities	2,248		2,248		2,248		—		—
Available for sale securities	160,409		160,409		74,668		85,741		—
Held to maturity securities	29,465		31,045		—		—		31,045
Loans receivable, net	2,804,441		2,811,784		—		—		2,811,784
Accrued interest receivable	16,143		16,143		—		16,143		—
FHLB stock	6,207		6,207		—		6,207		—
Servicing asset, net of valuation allowance	1,035		1,035		—		—		1,035
Derivative asset	4,970		4,970		—		4,970		—


Financial Liabilities:
Noninterest bearing deposits	$	403,652	$	403,652	$	—	$	403,652	$	—
NOW and money market	1,098,049		1,098,049		—		1,098,049		—
Savings	97,418		97,418		—		97,418		—
Time deposits	1,230,362		1,232,581		—		—		1,232,581
Accrued interest payable	9,019		9,019		—		9,019		—
Advances from the FHLB	110,000		110,008		—		—		110,008
Subordinated debentures	69,697		70,075		—		—		70,075
Servicing liability	—		—		—		—		—
Derivative liability	3,201		3,201		—		3,201		—

The following methods and assumptions were used by management in estimating the fair value of its financial instruments:

Cash and due from banks, federal funds sold, accrued interest receivable and accrued interest payable: The carrying amount is a reasonable estimate of fair value.

Marketable equity securities and available for sale securities: Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. The majority of the available for sale securities are considered to be Level 2 as other observable inputs are utilized, such as quoted prices for similar securities. Level 1 investment securities include investments in U.S. Treasury notes and in marketable equity securities for which a quoted price is readily available in the market. Level 3 held to maturity securities represent private placement municipal housing authority bonds for which no quoted market price is available. The fair value for these securities is estimated using a discounted cash flow model, using discount rates ranging from 4.3% to 6.5% as of June 30, 2026 and 4.1% to 6.4% as of December 31, 2025. These securities are CRA eligible investments.

FHLB stock: The carrying value of FHLB stock approximates fair value based on the most recent redemption provisions of the FHLB.

Loans receivable: For variable rate loans which reprice frequently and have no significant change in credit risk, fair values are based on carrying values. The fair value of fixed rate loans are estimated by discounting the future cash flows using the rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value methodology includes prepayment, default and loss severity assumptions applied by type of loan. The fair value estimate of the loans includes an expected credit loss.

Derivative asset (liability): The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company also considers the creditworthiness of each counterparty for assets and the creditworthiness of the Company for liabilities.

Deposits: The fair value of demand deposits, regular savings and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities to a schedule of aggregated expected maturities on such deposits.

Borrowings and subordinated debentures: The fair value of the Company’s borrowings and subordinated debentures is estimated using a discounted cash flow calculation that applies discount rates currently offered based on similar maturities. The Company also considers its own creditworthiness in determining the fair value of its borrowings and subordinated debt. Contractual cash flows for the subordinated debt are reduced based on the estimated rates of default, the severity of losses to be incurred on a default, and the rates at which the subordinated debt is expected to prepay after the call date.

Servicing asset (liability): Servicing assets and liabilities do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets and liabilities using discounted cash flow models, incorporating numerous assumptions from the perspective of a market participant, including market discount rates.

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

Other Real Estate Owned ("OREO"): OREO is held at the lower of cost or fair value and is measured at fair value when recorded below cost. The fair value of OREO is calculated using independent appraisals or internal valuation methods, less estimated selling costs, and may consider available pricing guides, auction results, price opinions, and other factors that are not observable in an active market when determining fair value. Accordingly, OREO are classified within Level 3 of the fair value hierarchy.

12. Fair Value Measurements

The Company is required to account for certain assets at fair value on a recurring or non-recurring basis. The Company determines fair value in accordance with GAAP, which defines fair value and establishes a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

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.

Level 3 — Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Valuation techniques based on unobservable inputs are highly subjective and require judgments regarding significant matters such as the amount and timing of future cash flows and the selection of discount rates that may appropriately reflect market and credit risks. Changes in these judgments often have a material impact on the fair value estimates. In addition, since these estimates are as of a specific point in time they are susceptible to material near-term changes.

Financial instruments measured at fair value on a recurring basis

The following table details the financial instruments carried at fair value on a recurring basis at June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value. The Company had no transfers into or out of Levels 1, 2 or 3 during the six months ended June 30, 2026 and for the year ended December 31, 2025.


	Fair Value
(In thousands)	Level 1		Level 2		Level 3
June 30, 2026:
Marketable equity securities	$	2,263	$	—	$	—
Available for sale investment securities:
U.S. Government and agency obligations	64,384		101,977		—

Corporate bonds	—		7,675		—
Derivative asset	—		5,479		—
Derivative liability	—		3,258		—

December 31, 2025:
Marketable equity securities	$	2,248	$	—	$	—
Available for sale investment securities:
U.S. Government and agency obligations	74,668		75,256		—

Corporate bonds	—		10,845		—
Derivative asset	—		4,970		—
Derivative liability	—		3,201		—

Marketable equity securities and available for sale investment securities: The fair value of the Company’s investment securities is estimated by using pricing models or quoted prices of securities with similar characteristics (i.e., matrix pricing) and is classified within Level 1 or Level 2 of the valuation hierarchy. The pricing is primarily sourced from third-party pricing services overseen by management.

Derivative assets and liabilities: The Company’s derivative assets and liabilities consist of transactions as part of management’s strategy to manage interest rate risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy.

Financial instruments measured at fair value on a nonrecurring basis

Certain assets and liabilities are measured at fair value on a non-recurring basis in accordance with GAAP. These include assets that are measured at the lower-of-cost-or-market that were recognized at fair value below cost at the end of the period as well as assets that are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

The following table details the financial instruments measured at fair value on a nonrecurring basis at June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:


	Fair Value
(In thousands)	Level 1		Level 2		Level 3
June 30, 2026:
Individually evaluated loans	$	—	$	—	$	72,373

Servicing asset, net	—		—		1,641


December 31, 2025:
Individually evaluated loans	$	—	$	—	$	78,933
Servicing asset, net	—		—		1,035

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


	Fair Value		Valuation Methodology	Unobservable Input	Range
	(Dollars in thousands)
June 30, 2026:
Individually evaluated loans	$	41,159	Appraisals	Discount to appraised value	0.00% - 8.00%
	25,380		Appraisals, cash surrender value life insurance, securities, cash held as collateral	Discounts to appraised value and securities value	—% - 10.00%
	5,834		Discounted cash flows	Discount rate	3.38% - 10.25%
	$	72,373



Servicing asset, net	$	1,641	Discounted cash flows	Discount rate	10.00%
				Prepayment rate	3.00% - 18.00%

December 31, 2025:
Individually evaluated loans	$	37,036	Appraisals	Discount to appraised value	5.00% - 8.00%
	38,820		Appraisals, cash surrender value life insurance, securities, cash held as collateral	Discounts to appraised value and securities value	—% - 8.00%
	3,077		Discounted cash flows	Discount rate	3.38% - 10.25%
	$	78,933

Servicing asset, net	$	1,035	Discounted cash flows	Discount rate	10.00%
				Prepayment rate	3.00% - 18.00%

Individually evaluated loans: Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans calculated in accordance with ASC 310-10 when establishing the ACL-Loans. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. Collateral is typically valued using appraisals or other

indications of value based on recent comparable sales of similar properties or other assumptions. Estimates of fair value based on collateral are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3. For those loans where the primary source of repayment is cash flow from operations, adjustments include impairment amounts calculated based on the perceived collectability of interest payments on the basis of a discounted cash flow analysis utilizing a discount rate equivalent to the original note rate.

Servicing assets and liabilities: When loans are sold, on a servicing retained basis, servicing rights are initially recorded at fair value. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized. The fair value of servicing assets and liabilities are not measured on an ongoing basis but are subject to fair value adjustments when and if the assets or liabilities are deemed to be impaired.

13. Subordinated debentures

On October 14, 2021, the Company completed a private placement of a $35.0 million fixed-to-floating rate subordinated note (the “2021 Note”) to an institutional accredited investor. The Company used the net proceeds to repay the outstanding balance of subordinated debt issued in 2015 and for general corporate purposes.

The 2021 Note bears interest at a fixed rate of 3.25% per year until October 14, 2026. Thereafter, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR plus 233 basis points. The 2021 Note has a stated maturity of October 15, 2031 and is non-callable for five years. Beginning October 15, 2026, the Company may redeem the 2021 Note, in whole or in part, at its option. The 2021 Note is not redeemable at the option of the holder. The 2021 Note has been structured to qualify for the Company as Tier 2 capital under regulatory guidelines.

On August 19, 2022, the Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers, pursuant to which the Company issued and sold 6.0% fixed-to-floating rate subordinated notes due 2032 (the “2022 Notes”) in the aggregate principal amount of $35.0 million. The Company used the net proceeds from the sale of the 2022 Notes for general corporate purposes.

The 2022 Notes bear interest at a fixed rate of 6.0% per year until August 31, 2027. Thereafter, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR plus 326 basis points. The 2022 Notes have a stated maturity of September 1, 2032 and are non-callable for five years. Beginning August 19, 2027, the Company may redeem the 2022 Notes, in whole or in part, at its option. The 2022 Notes are not subject to redemption at the option of the holder. The 2022 Notes have been structured to qualify for the Company as Tier 2 capital under regulatory guidelines.

The Company incurred certain costs associated with the issuance of its subordinated debt. The Company capitalized these costs and they have been presented within subordinated debentures on the consolidated balance sheets. At June 30, 2026 and December 31, 2025, unamortized debt issuance costs were $0.2 million and $0.3 million, respectively. Debt issuance costs amortize over the expected life of the related debt. For the three months ended June 30, 2026 and 2025 the amortization expense for debt issuance costs were $62 thousand and $62 thousand, respectively, and were recognized as an increase to interest expense on borrowings within the Consolidated Statements of Income. For the six months ended June 30, 2026 and 2025 the amortization expense for debt issuance costs were $123 thousand and $123 thousand, respectively.

The Company recognized $0.8 million and $0.8 million in interest expense related to its subordinated debt for the three-month periods ended June 30, 2026 and 2025, respectively. The Company recognized $1.6 million and $1.6 million in interest expense related to its subordinated debt for the six-month periods ended June 30, 2026 and 2025, respectively.

14. Subsequent Events

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

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis should be read in conjunction with the unaudited interim consolidated financial statements and related notes contained elsewhere in this report on Form 10-Q. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the Company’s Form 10-K filed for the year ended December 31, 2025 in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward-looking statements.

General

Bankwell Financial Group, Inc. is a bank holding company headquartered in New Canaan, Connecticut. Through our wholly-owned subsidiary, Bankwell Bank, or the Bank, we serve small and medium-sized businesses and retail clients. We have a history of building long-term client relationships and attracting new clients through what we believe is our superior service and our ability to deliver a diverse product offering.

The following discussion and analysis presents our results of operations and financial condition on a consolidated basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relates to activities primarily conducted at the Bank.

We generate most of our revenue from interest on loans and investments and fee-based revenues. Our primary source of funding for our loans is deposits. Our largest expenses are interest on deposits and salaries and related employee benefits. We measure our performance primarily through our net interest margin, efficiency ratio, ratio of ACL-Loans to total loans, return on average assets and return on average equity, among other metrics, while maintaining appropriate regulatory leverage and risk-based capital ratios.

Executive Overview

We are focused on being the banking provider of choice and serving as an alternative to our larger competitors. We aim to do this through:

•Responsive, client-centric products and services;

•Organic growth and strategic acquisitions when market opportunities present themselves;

•Utilization of efficient and scalable infrastructure; and

•Disciplined focus on risk management.

Critical Accounting Policies and Estimates

The discussion and analysis of our results of operations and financial condition are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from our current estimates, as a result of changing conditions and future events. We believe that accounting estimates related to the measurement of the ACL-Loans and ACL-Securities are particularly critical and susceptible to significant near-term change.

Earnings and Performance Overview

Revenues (net interest income plus noninterest income) for the three months ended June 30, 2026 were $32.8 million, versus $25.9 million for the three months ended June 30, 2025. Revenues for the six months ended June 30, 2026 were $63.0 million, versus $49.5 million for the six months ended June 30, 2025. The increase in revenues for the three months ended June 30, 2026 was attributable to a decrease in interest expense on deposits and higher interest income. The increase in revenues for the six months ended June 30, 2026 was attributable to a decrease in interest expense on deposits, higher interest income, and higher gains from loan sales.

Net income available to common shareholders was $12.4 million, or $1.52 per diluted share, and $9.1 million, or $1.14 per diluted share, for the three months ended June 30, 2026 and 2025, respectively. Net income available to common shareholders was $23.6 million, or $2.95 per diluted share, and $16.0 million, or $2.01 per diluted share, for the six months ended June 30, 2026 and 2025, respectively. The increase in net income for the quarter and six months ended June 30, 2026 was primarily due to the aforementioned increase in revenues partially offset by an increase in provision for credit losses.

Returns on average shareholders' equity and average assets for the three months ended June 30, 2026 were 15.49% and 1.46%, respectively, compared to 12.98% and 1.14%, respectively, for the three months ended June 30, 2025. Returns on average shareholders' equity and average assets for the six months ended June 30, 2026 were 15.19% and 1.41%, respectively, compared to 11.59% and 1.00%, respectively, for the six months ended June 30, 2025.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned on loans and securities and interest paid on deposits and other borrowings and is the primary source of our operating income. Net interest income is affected by the level of interest rates, changes in interest rates and changes in the amount and composition of interest earning assets and interest bearing liabilities. Included in interest income are certain loan fees, such as deferred origination fees and late charges. We convert tax-exempt income to a fully taxable equivalent ("FTE") basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. The average balances are principally daily averages. Interest income on loans includes the effect of deferred loan fees and costs accounted for as yield adjustments. Premium amortization and discount accretion are included in the respective interest income and interest expense amounts.

FTE net interest income for the three months ended June 30, 2026 and 2025 was $29.6 million and $24.1 million, respectively. FTE net interest income for the six months ended June 30, 2026 and 2025 was $56.6 million and $46.3 million, respectively.

FTE interest income for the three months ended June 30, 2026 increased by $3.6 million, or 7.3%, to $52.3 million, compared to FTE interest income for the three months ended June 30, 2025. FTE interest income for the six months ended June 30, 2026 increased by $5.6 million, or 5.7%, to $103.0 million, compared to FTE interest income for the six months ended June 30, 2025. This increase was due to an increase in average loan balances.

Interest expense for the three months ended June 30, 2026 decreased by $2.0 million compared to interest expense for the three months ended June 30, 2025. Interest expense for the six months ended June 30, 2026 decreased by $4.7 million compared to interest expense for the six months ended June 30, 2025. The decrease in interest expense for the three and six months ended June 30, 2026 was driven by a decrease in interest expense on deposits, resulting from a decrease in rates on interest bearing deposits and improved deposit mix.

Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential

The following tables present the average balances and yields earned on interest earning assets and average balances and weighted average rates paid on our funding liabilities for the three and six months ended June 30, 2026 and 2025.


	For the Quarter Ended
	June 30, 2026						June 30, 2025
	Average Balance		Interest		Yield/ Rate (4)		Average Balance		Interest		Yield/ Rate (4)
Assets:
Cash and Fed funds sold	$	232,612	$	1,894	3.26	%	$	296,054	$	3,043	4.12	%
Securities(1)	196,622		1,941		3.95		149,475		1,535		4.11
Loans:
Commercial real estate	1,908,622		30,597		6.34		1,788,354		27,427		6.07
Residential real estate	29,597		415		5.60		37,549		597		6.36
Construction	153,259		2,776		7.17		196,373		3,851		7.76
Commercial business	719,041		13,617		7.49		558,237		11,195		7.93
Consumer	65,680		1,018		6.22		72,137		1,058		5.88
Total loans	2,876,199		48,423		6.66		2,652,650		44,128		6.58
Federal Home Loan Bank stock	4,441		89		8.06		5,000		86		6.85
Total earning assets	3,309,874		$	52,347	6.26	%	3,103,179		$	48,792	6.22	%
Other assets	92,463						88,967
Total assets	$	3,402,337					$	3,192,146

Liabilities and shareholders' equity:
Interest bearing liabilities:
NOW	$	109,018	$	59	0.22	%	$	107,818	$	77	0.29	%
Money market	1,143,254		9,681		3.40		898,777		8,579		3.83
Savings	99,360		677		2.73		91,415		667		2.93
Time	1,110,658		10,850		3.92		1,273,372		13,760		4.33
Total interest bearing deposits	2,462,290		21,267		3.46		2,371,382		23,083		3.90
Borrowed Money	130,824		1,466		4.49		138,380		1,630		4.72
Total interest bearing liabilities	2,593,114		$	22,733	3.52	%	2,509,762		$	24,713	3.95	%
Noninterest bearing deposits	443,870						352,623
Other liabilities	44,921						48,956
Total liabilities	3,081,905						2,911,341
Shareholders' equity	320,432						280,805
Total liabilities and shareholders' equity	$	3,402,337					$	3,192,146
Net interest income(2)			$	29,614					$	24,079
Interest rate spread					2.74	%					2.27	%
Net interest margin(3)					3.58	%					3.10	%

(1)Average balances and yields for securities are based on amortized cost.

(2)The adjustment for securities and loans taxable equivalency amounted to $111 thousand and $143 thousand for the three months ended June 30, 2026 and 2025, respectively.

(3)Annualized net interest income as a percentage of earning assets.

(4)Yields are calculated using the contractual day count convention for each respective product type.


	For the Six Months Ended
	June 30, 2026						June 30, 2025
	Average Balance		Interest		Yield/ Rate (4)		Average Balance		Interest		Yield/ Rate (4)
Assets:
Cash and Fed funds sold	$	238,382	$	3,859	3.26	%	$	322,498	$	6,600	4.13	%
Securities(1)	194,382		3,771		3.88		150,059		3,011		4.01
Loans:
Commercial real estate	1,904,478		60,108		6.28		1,818,282		55,710		6.09
Residential real estate	30,931		879		5.68		39,544		1,230		6.22
Construction	158,465		5,715		7.17		187,674		7,320		7.76
Commercial business	700,801		26,433		7.50		533,310		21,204		7.91
Consumer	69,935		2,075		5.98		76,784		2,139		5.62
Total loans	2,864,610		95,210		6.61		2,655,594		87,603		6.56
Federal Home Loan Bank stock	5,111		153		6.05		4,799		196		8.21
Total earning assets	3,302,485		$	102,993	6.20	%	3,132,950		$	97,410	6.18	%
Other assets	89,445						89,353
Total assets	$	3,391,930					$	3,222,303

Liabilities and shareholders' equity:
Interest bearing liabilities:
NOW	$	103,703	$	108	0.21	%	$	103,675	$	187	0.36	%
Money market	1,101,059		18,746		3.43		896,084		17,100		3.85
Savings	98,544		1,349		2.76		89,800		1,325		2.98
Time	1,164,124		22,994		3.98		1,325,630		29,243		4.45
Total interest bearing deposits	2,467,430		43,197		3.53		2,415,189		47,855		4.00
Borrowed Money	143,562		3,186		4.47		136,161		3,269		4.84
Total interest bearing liabilities	2,610,992		$	46,383	3.58	%	2,551,350		$	51,124	4.04	%
Noninterest bearing deposits	422,066						343,261
Other liabilities	44,944						49,752
Total liabilities	3,078,002						2,944,363
Shareholders' equity	313,928						277,940
Total liabilities and shareholders' equity	$	3,391,930					$	3,222,303
Net interest income(2)			$	56,610					$	46,286
Interest rate spread					2.62	%					2.14	%
Net interest margin(3)					3.43	%					2.95	%

(1)Average balances and yields for securities are based on amortized cost.

(2)The adjustment for securities and loans taxable equivalency amounted to $221 thousand and $285 thousand for the six months ended June 30, 2026 and 2025, respectively.

(3)Annualized net interest income as a percentage of earning assets.

(4)Yields are calculated using the contractual day count convention for each respective product type.

Effect of changes in interest rates and volume of average earning assets and average interest bearing liabilities

The following table shows the extent to which changes in interest rates and changes in the volume of average earning assets and average interest bearing liabilities have affected net interest income. For each category of earning assets and interest bearing liabilities, information is provided relating to: changes in volume (changes in average balances multiplied by the prior year’s average interest rates); changes in rates (changes in average interest rates multiplied by the prior year’s average balances); and the total change. Changes attributable to both volume and rate have been allocated proportionately based on the relationship of the absolute dollar amount of change in each.


	Three Months Ended June 30, 2026 vs 2025 Increase (Decrease)						Six Months Ended June 30, 2026 vs 2025 Increase (Decrease)
(In thousands)	Volume		Rate		Total		Volume		Rate		Total
Interest and dividend income:
Cash and Fed funds sold	$	(585)	$	(565)	$	(1,150)	$	(1,525)	$	(1,217)	$	(2,742)
Securities	467		(61)		406		863		(103)		760
Loans:
Commercial real estate	1,894		1,276		3,170		2,689		1,708		4,397
Residential real estate	(117)		(66)		(183)		(251)		(100)		(351)
Construction	(798)		(276)		(1,074)		(1,082)		(522)		(1,604)
Commercial business	3,077		(655)		2,422		6,370		(1,141)		5,229
Consumer	(98)		58		(40)		(198)		134		(64)
Total loans	3,958		337		4,295		7,528		79		7,607
Federal Home Loan Bank stock	(10)		14		4		12		(54)		(42)
Total change in interest and dividend income	3,830		(275)		3,555		6,878		(1,295)		5,583
Interest expense:
Deposits:
NOW	1		(19)		(18)		—		(79)		(79)
Money market	2,150		(1,048)		1,102		3,630		(1,984)		1,646
Savings	56		(45)		11		124		(100)		24
Time	(1,665)		(1,245)		(2,910)		(3,369)		(2,880)		(6,249)
Total deposits	542		(2,357)		(1,815)		385		(5,043)		(4,658)
Borrowed money	(87)		(77)		(164)		175		(258)		(83)
Total change in interest expense	455		(2,434)		(1,979)		560		(5,301)		(4,741)
Change in net interest income	$	3,375	$	2,159	$	5,534	$	6,318	$	4,006	$	10,324

Provision (credit) for Credit Losses

The provision (credit) for credit losses is based on management’s periodic assessment of the adequacy of our ACL-Loans and ACL-Unfunded Commitments which, in turn, is based on interrelated factors such as the composition of our loan portfolio and its inherent risk characteristics, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of real estate values, and regulatory guidelines. The provision for credit losses is charged against earnings in order to maintain our ACL-Loans and ACL-Unfunded Commitments and reflects management’s best estimate of probable losses inherent in our loan portfolio as of the balance sheet date.

The provision for credit losses for the three months ended June 30, 2026 was $1.2 million compared to a credit for credit losses of $0.4 million for the three months ended June 30, 2025. The provision for credit losses for the six months ended June 30, 2026 was $0.2 million compared to a provision for credit losses of $0.1 million for the six months ended June 30, 2025.

Noninterest Income

Noninterest income is a component of our revenue and is comprised primarily of fees generated from sales and referrals of loans, deposit relationships with our clients, and income earned on bank-owned life insurance.

The following tables compare noninterest income for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,				Change
(Dollars in thousands)	2026		2025		$		%
Gains and fees from sales of loans	$	2,398	$	1,080	$	1,318	Favorable
Bank-owned life insurance	366		352		14		4.0
Service charges and fees	665		674		(9)		(1.3)


Other	(149)		(94)		(55)		58.5
Total noninterest income	$	3,280	$	2,012	$	1,268	63.0


	Six Months Ended June 30,				Change
(Dollars in thousands)	2026		2025		$		%
Gains and fees from sales of loans	$	4,823	$	1,522	$	3,301	Favorable
Bank-owned life insurance	724		696		28		4.0
Service charges and fees	1,445		1,276		169		13.2


Other	(369)		23		(392)		Unfavorable
Total noninterest income	$	6,623	$	3,517	$	3,106	88.3

Noninterest income increased by $1.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Noninterest income increased by $3.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in noninterest income for the three and six months ended June 30, 2026 was driven by higher gains from SBA loan sales.

Noninterest Expense

The following tables compare noninterest expense for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,				Change
(Dollars in thousands)	2026		2025		$		%
Salaries and employee benefits	$	8,678	$	7,521	$	1,157	15.4	%
Occupancy and equipment	2,816		2,505		311		12.4
Professional services	1,364		1,632		(268)		(16.4)
Data processing	694		712		(18)		(2.5)
Director fees	357		333		24		7.2
FDIC insurance	530		684		(154)		(22.5)
Marketing	129		218		(89)		(40.8)
Other	687		941		(254)		(27.0)
Total noninterest expense	$	15,255	$	14,546	$	709	4.9	%


	Six Months Ended June 30,				Change
(Dollars in thousands)	2026		2025		$		%
Salaries and employee benefits	$	18,508	$	14,573	$	3,935	27.0	%
Occupancy and equipment	5,521		5,080		441		8.7
Professional services	2,757		3,161		(404)		(12.8)
Data processing	1,410		1,597		(187)		(11.7)
Director fees	720		681		39		5.7
FDIC insurance	1,073		1,463		(390)		(26.7)
Marketing	255		360		(105)		(29.2)
Other	1,900		1,772		128		7.2
Total noninterest expense	$	32,144	$	28,687	$	3,457	12.1	%

Noninterest expense increased by $0.7 million to $15.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Noninterest expense increased by $3.5 million to $32.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in noninterest expense was primarily driven by an increase in salaries and employee benefits mainly related to incremental new hires in support of strategic initiatives.

Income Taxes

Income tax expense for the three months ended June 30, 2026 and 2025 totaled $3.9 million and $2.7 million, respectively. The effective tax rates for the three months ended June 30, 2026 and 2025 were 24.1% and 23.1%, respectively. Income tax expense for the six months ended June 30, 2026 and 2025 totaled $7.0 million and $4.8 million, respectively. The effective tax rates for the six months ended June 30, 2026 and 2025 were 22.9% and 23.1%, respectively.

Financial Condition

Summary

Assets totaled $3.5 billion at June 30, 2026 an increase of $115.7 million or 3.4% compared to December 31, 2025. Gross loans totaled $3.0 billion at June 30, 2026, an increase of $119.6 million or 4.2% compared to December 31, 2025. Deposits totaled $3.0 billion at June 30, 2026, an increase of $171.0 million, or 6.0% compared to December 31, 2025.

Shareholders’ equity totaled $323.5 million as of June 30, 2026, an increase of $22.0 million compared to December 31, 2025, primarily a result of net income of $23.6 million for the six months ended June 30, 2026. The increase was partially offset by dividends paid of $3.2 million.

Loan Portfolio

We originate commercial real estate loans, construction loans, commercial business loans and consumer loans in our market. We also pursue certain types of commercial lending opportunities outside our market, particularly where we have strong business relationships. Our loan portfolio is the largest category of our earning assets.

Total loans before deferred loan fees and the ACL-Loans were $3.0 billion at June 30, 2026 and $2.8 billion at December 31, 2025. Total gross loans increased $119.6 million as of June 30, 2026 compared to the year ended December 31, 2025.

The following table compares the composition of our loan portfolio for the dates indicated:


(In thousands)	At June 30, 2026		At December 31, 2025		Change
Real estate loans:
Residential	$	28,464	$	33,139	$	(4,675)
Commercial	1,989,747		1,930,979		58,768
Construction	153,522		153,778		(256)
	2,171,733		2,117,896		53,837
Commercial business	715,934		645,321		70,613
Consumer	72,026		76,855		(4,829)
Total loans	$	2,959,693	$	2,840,072	$	119,621

The following table compares the composition of our commercial real estate loan portfolio by non-owner occupied and owner occupied loans at June 30, 2026 and December 31, 2025:


	At June 30, 2026				At December 31, 2025				Change
	Total		%		Total		%		Total
	(Dollars in thousands)
Commercial real estate loans:
Non-owner occupied	$	1,155,649	58.08	%	$	1,128,993	58.47	%	$	26,656
Owner occupied	834,098		41.92		801,851		41.53		32,247
Total commercial real estate loans(1)	$	1,989,747	100.00	%	$	1,930,844	100.00	%	$	58,903

(1) Excludes the positive fair value effect of the portfolio layer swap of $135 thousand for Commercial Real Estate at December 31, 2025.

The following table compares the composition of our commercial real estate loan portfolio by property type, and collateral location as of June 30, 2026:


Commercial Real Estate	CT		NYC		All Other NY		NJ		FL		OH		PA		All Other		Total
	(Dollars in thousands)
Residential care(1)	$	8,650	$	36,855	$	38,463	$	20,800	$	253,369	$	116,538	$	50,746	$	280,852	$	806,273
Multifamily	169,253		69,524		22,189		6,971		—		—		22,473		38,200		328,610
Retail	75,854		7,161		71,191		12,938		1,080		3,280		31,747		109,797		313,048
Office	48,150		8,330		9,927		28,259		2,142		—		—		40,287		137,095
Industrial / warehouse	51,272		18,523		19,026		16,600		2,597		—		—		10,627		118,645
Mixed use	47,888		60,437		2,440		—		—		—		—		—		110,765
Medical office	28,440		1,322		11,863		—		—		4,613		3,900		20,549		70,687
1-4 family investment	18,025		1,806		1,580		2,061		16,733		—		—		—		40,205
All other(2)	11,275		22,498		25,167		4,631		—		—		—		848		64,419
	$	458,807	$	226,456	$	201,846	$	92,260	$	275,921	$	124,431	$	108,866	$	501,160	$	1,989,747

(1) Primarily consists of skilled nursing and assisted living facilities.

(2) Includes Special use, self storage, and land.

As of June 30, 2026, the Bank had $137.1 million of loans collateralized by offices, which represented 4.6% of the total loan portfolio. Most of the properties in this portfolio are in suburban locations. 95.3% of this portfolio was pass rated, and there was one relationship totaling $4.9 million on nonaccrual status. As of June 30, 2026, the Bank had $328.6 million of loans collateralized by multifamily properties, which represented 11.1% of the total loan portfolio. 93.2% of this portfolio is pass rated and current; these properties are all located in Connecticut, New York, or New Jersey, with nine properties, totaling $69.5 million, located in New York City. 55.8% of the New York City exposure is located in Brooklyn, 28.8% in the Bronx, 8.5% in Manhattan and the remaining 7.0% in Queens.

The following table presents an analysis of the commercial real estate portfolio's loan to value at origination and by property type as of June 30, 2026.


Commercial Real Estate	Total CRE Portfolio		Percentage of Total CRE Portfolio		Loan to Value %
	(Dollars in thousands)
Property Type
Residential care(1)	$	806,273	40.5	%	64.5	%
Multifamily	328,610		16.5		63.5
Retail	313,048		15.7		62.7
Office	137,095		6.9		63.0
Industrial / warehouse	118,645		6.0		64.5
Mixed use	110,765		5.6		57.9
Medical office	70,687		3.6		61.4
1-4 family investment	40,205		2.0		62.4
All other	64,419		3.2		55.6
Total	$	1,989,747	100.0	%	63.1	%

(1) Primarily consists of skilled nursing and assisted living facilities.

Asset Quality

We actively manage asset quality through our underwriting practices and collection operations. Our Board of Directors monitors credit risk management. The Directors Loan Committee ("DLC") has primary oversight responsibility for the credit-granting function including approval authority for credit-granting policies, review of management’s credit-granting activities and approval of large exposure credit requests, as well as loan review and problem loan management and resolution. The committee reports the results of its respective oversight functions to our Board of Directors. In addition, our Board of Directors receives information concerning asset quality measurements and trends on a monthly basis. While we continue to adhere to prudent underwriting standards, our loan portfolio is not immune to potential negative consequences as a result of general economic weakness, such as a prolonged downturn in the housing market or commercial real estate market on a national scale. Decreases in real estate values could adversely affect the value of property used as collateral for loans. In addition, adverse changes in the economy could have a negative effect on the ability of borrowers to make scheduled loan payments, which would likely have an adverse impact on earnings.

The Company has established credit policies applicable to each type of lending activity in which it engages. The Company evaluates the creditworthiness of each client and extends credit of up to 80% of the market value of the collateral, (85% maximum for owner occupied commercial real estate), depending on the client's creditworthiness and the type of collateral. The client’s ability to service the debt is monitored on an ongoing basis. Real estate is the primary form of collateral. Other important forms of collateral are business assets, time deposits and marketable securities. While collateral provides assurance as a secondary source of repayment, the Company ordinarily requires the primary source of repayment for commercial loans to be based on the client’s ability to generate continuing cash flows. The Company does not provide first or second consumer mortgage loans secured by residential properties but has a small legacy portfolio which continues to amortize, pay off due to the sale of the collateral, or refinance away from the Company.

Credit quality indicators. To measure credit risk for the loan portfolios, the Company employs a credit risk rating system. This risk rating represents an assessed level of a loan’s risk based on the character and creditworthiness of the borrower/guarantor, the capacity of the borrower to adequately service the debt, any credit enhancements or additional sources of repayment, and the quality, value and coverage of the collateral, if any. The following table presents credit risk ratings as of June 30, 2026 and December 31, 2025:


	Credit Risk Ratings
	June 30, 2026		December 31, 2025
	(In thousands)
Pass	$	2,846,177	$	2,711,179
Special Mention(1)	66,995		80,429
Substandard	46,437		48,464
Doubtful	84		—
Loss	—		—
Total loans	$	2,959,693	$	2,840,072

(1) 98.6% and 100.0% of Risk Rated 6 loans are current on payments, 88.0% and 99.3% are guaranteed by ultra-high net worth sponsors as of June 30, 2026 and December 31, 2025, respectively.

Credit risk management involves a partnership between our relationship managers and our credit approval, portfolio management, credit administration and collections teams. Disciplined underwriting, portfolio monitoring and early problem recognition are important aspects of maintaining our high credit quality standards.

Nonperforming assets. Nonperforming assets include nonaccrual loans and property acquired through foreclosures or repossession. The following table presents nonperforming assets and additional asset quality data for the dates indicated:


(In thousands)	At June 30, 2026			At December 31, 2025
Nonaccrual loans:
Real estate loans:
Residential	$	530		$	557
Commercial	13,923			14,445
Commercial business	1,404			1,302
Construction	—			—
Consumer	—			—
Total nonaccrual loans	15,857			16,304
Other real estate owned	—			—
Total nonperforming assets	$	15,857		$	16,304

Nonperforming assets to total assets	0.46		%	0.49		%
Nonaccrual loans to total loans	0.54		%	0.57		%
ACL-loans as a % of total loans	1.03		%	1.08		%
ACL-loans as a % of nonperforming loans	193.15		%	188.33		%
Total past due loans to total loans	0.59		%	0.31		%

Nonaccrual loans totaled $15.9 million at June 30, 2026 and $16.3 million at December 31, 2025.

There was no Other Real Estate Owned ("OREO") at June 30, 2026 and December 31, 2025, respectively.

Allowance for Credit Losses - Loans ("ACL-Loans")

Our Board of Directors has adopted an Allowance for Credit Losses policy designed to provide management with a methodology for determining and documenting the allowance for credit losses for each reporting period. We evaluate the adequacy of the ACL-Loans at least quarterly, and in determining our ACL-Loans, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of our ACL-Loans is based on internally assigned risk classifications of loans, the Bank’s and peer banks’ historical loss experience, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates.

Our general practice is to identify problem credits early and recognize full or partial charge-offs as promptly as practicable when it is determined that it is probable that the loan will not be repaid according to its original contractual terms, including principal and interest. Full or partial charge-offs on collateral dependent loans are recognized when the collateral is deemed to be insufficient to support the carrying value of the loan. We do not recognize a recovery when an updated appraisal indicates a subsequent increase in value of the collateral.

Our charge-off policies, which comply with standards established by our banking regulators, are consistently applied from period to period. Charge-offs are recorded on a monthly basis, as incurred. Partially charged-off loans continue to be evaluated on a monthly basis and additional charge-offs or provisions for credit losses may be recorded on the remaining loan balance based on the same criteria.

The following table presents the activity in our ACL-Loans and related ratios for the dates indicated:


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2026			2025			2026			2025
Balance at beginning of period	$	29,580		$	29,485		$	30,705		$	29,007
Charge-offs:
Residential real estate	—			—			—			—
Commercial real estate	—			—			—			(67)
Commercial business	(13)			(15)			(161)			(15)
Consumer	(35)			(5)			(108)			(38)
Total charge-offs	(48)			(20)			(269)			(120)
Recoveries:
Residential real estate	—			—			—			—
Commercial real estate	10			—			14			—
Commercial business	8			112			23			116
Consumer	32			10			65			46
Total recoveries	50			122			102			162
Net recoveries (charge-offs)	2			102			(167)			42
Provision (credit) for credit losses - loans	1,045			(331)			89			207
Balance at end of period	$	30,627		$	29,256		$	30,627		$	29,256
Net recoveries (charge-offs) to average loans	—		%	—		%	—		%	—		%
ACL-Loans to total loans	1.03		%	1.10		%	1.03		%	1.10		%

At June 30, 2026, our ACL-Loans was $30.6 million and represented 1.03% of total loans, compared to $30.7 million or 1.08% of total loans, at December 31, 2025.

The following table presents the allocation of the ACL-Loans balance and the related allocation percentage of these loans across the total loan portfolio:


	June 30, 2026					December 31, 2025
(Dollars in thousands)	ACL-Loans Amount		ACL-Loans Percentage	Loan Segment to Total Loans Percentage		ACL-Loans Amount		ACL-Loans Percentage		Loan Segment to Total Loans Percentage
Residential real estate	$	43	0.1%	1.0	%	$	55	0.2	%	1.2	%
Commercial real estate	18,828		61.6	67.2		20,255		66.0		68.0
Construction	2,431		7.9	5.2		2,251		7.3		5.4
Commercial business	7,663		25.0	24.2		6,635		21.6		22.7
Consumer	1,662		5.4	2.4		1,509		4.9		2.7
Total ACL-Loans	$	30,627	100.0%	100.0	%	$	30,705	100.0	%	100.0	%

The allocation of the ACL-Loans at June 30, 2026 reflects our assessment of credit risk and probable loss within each portfolio. We believe that the level of the ACL-Loans at June 30, 2026 is appropriate to cover probable losses.

ACL- Unfunded Commitments

The ACL-Unfunded Commitments provision is based on "forward looking" losses inherent with funding the unused portion of legal commitments to lend. The reserve for unfunded credit commitments is included within other liabilities in the accompanying Consolidated Balance Sheets. Changes in the ACL-Unfunded Commitments are reported as a component of the Provision for credit losses in the accompanying Consolidated Statements of Income.

Investment Securities

At June 30, 2026, the carrying value of our investment securities portfolio totaled $205.6 million and represented 5.9% of total assets, compared to $192.1 million, or 5.7% of total assets, at December 31, 2025.

The net unrealized loss position on our investment portfolio at June 30, 2026 was $1.6 million and included gross unrealized gains of $1.8 million. The net unrealized loss position on our investment portfolio at December 31, 2025 was $0.7 million and included gross unrealized gains of $2.0 million.

Deposit Activities and Other Sources of Funds


	June 30, 2026				December 31, 2025
(Dollars in thousands)	Amount		Percent		Amount		Percent
Noninterest bearing demand	$	472,008	15.7	%	$	403,652	14.3	%
NOW	133,032		4.4		90,205		3.2
Money market	1,175,536		39.2		1,007,844		35.6
Savings	98,626		3.3		97,418		3.4
Time	1,121,328		37.4		1,230,362		43.5
Total deposits	$	3,000,530	100.0	%	$	2,829,481	100.0	%

Total deposits were $3.0 billion at June 30, 2026, an increase of $171.0 million, from the balance at December 31, 2025.

Brokered certificates of deposits totaled $453.0 million at June 30, 2026 and $505.0 million at December 31, 2025, respectively. Brokered money market accounts totaled $53.7 million at June 30, 2026 and $53.7 million at December 31, 2025, respectively. Certificates of deposits from national listing services were $26.8 million and $42.3 million as of June 30, 2026 and December 31, 2025, respectively. There were no one-way buy CDARS or one-way buy ICS at June 30, 2026 or December 31, 2025. Brokered deposits are comprised of Brokered CDs, brokered money market accounts, one-way buy CDARS, and one-way buy ICS.

As of June 30, 2026, our FDIC insured deposits were $1,831.0 million, or 61% of total deposits. Additionally, deposits totaling $80.1 million, or 3% of total deposits, are secured by standby letters of credit with the Federal Home Loan Bank of Boston.

At June 30, 2026 and December 31, 2025, time deposits with a denomination of $100 thousand or more, including CDARS and brokered deposits, totaled $1.0 billion and $1.1 billion, respectively, maturing during the periods indicated in the table below:


(Dollars in thousands)	June 30, 2026		December 31, 2025
Maturing:
Within 3 months	$	252,181	$	318,803
After 3 but within 6 months	378,968		352,251
After 6 months but within 1 year	325,685		379,021
After 1 year	2,259		3,265
Total	$	959,093	$	1,053,340

We utilize advances from the Federal Home Loan Bank of Boston, or FHLB, as part of our overall funding strategy and to meet short-term liquidity needs, and to a lesser degree, manage interest rate risk arising from the difference in asset and liability maturities. Total FHLB advances were $30.0 million and $110.0 million June 30, 2026 and December 31, 2025, respectively.

The Bank has additional borrowing capacity at the FHLB up to a certain percentage of the value of qualified collateral. In accordance with agreements with the FHLB, the qualified collateral must be free and clear of liens, pledges and encumbrances. At June 30, 2026, the Bank had pledged $919.7 million of eligible loans and investment securities as collateral to support borrowing capacity at the FHLB. As of June 30, 2026, the Bank had immediate availability to borrow an additional $562.9 million from the FHLB based on qualified collateral.

At June 30, 2026, the Bank had a secured borrowing line with the FRB, a letter of credit with the FHLB, and unsecured lines of credit with Zions Bank, Pacific Coast Bankers Bank ("PCBB"), and Atlantic Community Bankers Bank ("ACBB"). The total borrowing line, letter, or line of credit and the amount outstanding at June 30, 2026 is summarized below:


	June 30, 2026
	Total Letter or Line of Credit		Total Outstanding
	(Dollars in thousands)
FRB	$	823,309	$	—
FHLB	663,418		100,552
Zions Bank	45,000		—
PCBB	38,000		—
ACBB	12,000		—
Total	$	1,581,727	$	100,552

Liquidity and Capital Resources

Liquidity Management

Liquidity is defined as the ability to generate sufficient cash flows to meet all present and future funding requirements at reasonable costs. Our primary source of liquidity is deposits. While our generally preferred funding strategy is to attract and retain low cost deposits, our ability to do so is affected by competitive interest rates and terms in the marketplace. Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and other borrowings), cash flows from our investment securities portfolios, loan sales, loan repayments and earnings. Investment securities designated as Available for sale may also be sold in response to short-term or long-term liquidity needs.

The Bank’s liquidity positions are monitored daily by management. The Asset Liability Committee ("ALCO") establishes guidelines to ensure maintenance of prudent levels of liquidity. ALCO reports to the Company’s Board of Directors.

The Bank has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. We employ a stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows. The Bank has established unsecured borrowing capacity with Zions Bank, PCBB, and ACBB. The Bank also maintains additional collateralized borrowing capacity with the FRB and the FHLB in excess of levels used in the ordinary course of business. Our sources of liquidity include cash, unpledged investment securities, borrowings from the FRB, FHLB, lines of credit from Zions Bank, PCBB, and ACBB, the brokered deposit market and national CD listing services.

Capital Resources

The Bank and Company are 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 financial statements. At June 30, 2026, the Bank met all capital adequacy requirements to which it was subject and exceeded the regulatory minimum capital levels to be considered well-capitalized under the regulatory framework for prompt corrective action. At June 30, 2026, the Bank’s ratio of Common Equity Tier 1 capital to risk-weighted assets was 11.67%, Tier 1 capital to risk-weighted assets was 11.67%, total capital to risk-weighted assets was 12.70% and Tier 1 capital to average assets was 10.39%. At June 30, 2026, the Company met all capital adequacy requirements to which it was subject and exceeded the regulatory minimum capital levels to be considered well-capitalized under the regulatory framework for prompt corrective action. At June 30, 2026, the Company’s ratio of Common Equity Tier 1 capital to risk-weighted assets was 10.58%, Tier 1 capital to risk-weighted assets was 10.58%, total capital to risk-weighted assets was 13.92% and Tier 1 capital to average assets was 9.41%.

Under the current guidelines, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier 1 risk-based capital ratio of 6.0%, a minimum common equity Tier 1 risk-based capital ratio of 4.5%, and a minimum

leverage ratio of 4.0% in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a capital conservation buffer consisting of common Tier 1 equity in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk-weighted assets, resulting in a requirement for the Company and the Bank to effectively maintain common equity Tier 1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The Company and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends, pay discretionary bonuses, or to engage in share repurchases.

Asset/Liability Management and Interest Rate Risk

We measure interest rate risk using simulation analysis to calculate earnings and equity at risk. These risk measures are quantified using simulation software from one of the leading firms in the field of asset/liability modeling. Key assumptions relate to the behavior of interest rates and spreads, prepayment speeds and the run-off of deposits. From such simulations, interest rate risk, or IRR, is quantified and appropriate strategies are formulated and implemented. We model IRR by using two primary risk measurement techniques: simulation of net interest income and simulation of economic value of equity. These two measurements are complementary and provide both short-term and long-term risk profiles for the Company. Because both baseline simulations assume that our balance sheet will remain static over the simulation horizon, the results do not reflect adjustments in strategy that ALCO could implement in response to rate shifts. The simulation analyses are updated quarterly.

We use a net interest income at risk simulation to measure the sensitivity of net interest income to changes in market rates. This simulation captures underlying product behaviors, such as asset and liability repricing dates, balloon dates, interest rate indices and spreads, rate caps and floors, as well as other behavioral attributes. The simulation of net interest income also requires a number of key assumptions such as: (i) prepayment projections for loans and securities that are projected under each interest rate scenario using internal and external mortgage analytics; (ii) new business loan rates that are based on recent new business origination experience; and (iii) deposit pricing assumptions for non-maturity deposits reflecting the Bank’s history, management judgment and core deposit studies. Combined, these assumptions can be inherently uncertain, and as a result, actual results may differ from simulation forecasts due to the timing, magnitude and frequency of interest rate changes, future business conditions, as well as unanticipated changes in management strategies.

We use two sets of standard scenarios to measure net interest income at risk. For the Parallel Ramp Scenarios, rate changes are ramped over a twelve-month horizon based upon a parallel yield curve shift and then maintained at those levels over the remainder of the simulation horizon. Parallel Shock Scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Simulation analysis involves projecting a future balance sheet structure and interest income and expense under the various rate scenarios. Internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than: 6% for a 100 basis point shift; 12% for a 200 basis point shift; and 18% for a 300 basis point shift. Per Company policy, the Bank should not be outside these limits for twelve consecutive months unless the Bank's forecasted capital ratios are considered to be "well capitalized". As of June 30, 2026, the Bank has met all minimum regulatory capital requirements to be considered "well capitalized".

The following tables set forth the estimated percentage change in our net interest income at risk over one-year simulation periods beginning June 30, 2026 and December 31, 2025:


Parallel Ramp	Estimated Percent Change in Net Interest Income

Rate Changes (basis points)	June 30, 2026		December 31, 2025
-100	0.10	%	0.10	%
-200	1.20		1.10
+200	1.30		1.00


Parallel Shock	Estimated Percent Change in Net Interest Income

Rate Changes (basis points)	June 30, 2026		December 31, 2025
-100	(0.80)	%	(0.60)	%
+100	3.00		2.20
+200	5.90		4.20
+300	9.00		6.40

Based on our model, which was run as of June 30, 2026, we estimated that over the next two years, on a cumulative basis, a 200 basis point parallel ramp increase of interest rates would increase our net interest income by 6.60%, while a 200 basis-point parallel ramp decrease in interest rates would increase net interest income by 9.00%. As of December 31, 2025, we estimated that over the next two years, on a cumulative basis, a 200 basis-point parallel ramp increase of interest rates would increase our net interest income by 6.00%, while a 200 basis-point parallel ramp decrease in interest rates would increase net interest income by 12.90%. The change in sensitivity between June 30, 2026 and December 31, 2025 was impacted by an increase in variable-rate loans.

We also conduct an economic value of equity at risk simulation in tandem with our net interest income simulations, which measures the sensitivity of economic value of equity to changes in interest rates. Base case economic value of equity at risk is calculated by estimating the net present value of all future cash flows from existing assets and liabilities using current interest rates. The base case scenario assumes that future interest rates remain unchanged.

The following table sets forth the estimated percentage change in our economic value of equity at risk, assuming various shifts in interest rates:


	Estimated Percent Change in Economic Value of Equity ("EVE")
Rate Changes (basis points)	June 30, 2026		December 31, 2025
-100	0.10	%	1.10	%
+100	0.20		(1.00)
+200	(0.10)		(2.70)
+300	(0.30)		(3.70)

While ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future net interest margin. Over time, the repricing, maturity and prepayment characteristics of financial instruments and the composition of our balance sheet may change to a different degree than estimated. ALCO recognizes that deposit balances could shift into higher yielding alternatives as market rates change. ALCO has modeled increased costs of deposits in the rising rate simulation scenarios presented above.

It should be noted that the static balance sheet assumption does not necessarily reflect our expectation for future balance sheet growth, which is a function of the business environment and client behavior. Another significant simulation assumption is the sensitivity of core deposits to fluctuations in interest rates. Income simulation results assume that changes in both core savings deposit rates and balances are related to changes in short-term interest rates. Lastly, mortgage-backed securities and mortgage

loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments. Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value. Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk Management

Interest rate risk management is our primary market risk. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset/Liability Management and Interest Rate Risk” herein for a discussion of our management of our interest rate risk.

Impact of Inflation

Our financial statements and related data contained in this quarterly report have been prepared in accordance with GAAP, which requires the measure of financial position and operating results in terms of historic dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Inflation generally increases the costs of funds and operating overhead, and to the extent loans and other assets bear variable rates, the yields on such assets. Unlike the assets and liabilities of most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on the performance of a financial institution than the effects of general levels of inflation. In addition, inflation affects a financial institution’s cost of goods and services purchased, the cost of salaries and benefits, occupancy expense and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings and shareholders’ equity.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures:

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period reported on in this report, the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company’s periodic SEC filings.

(b) Change in internal controls:

There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company and the Bank are periodically involved in various legal proceedings as normal incident to their businesses. In the opinion of management, no material loss is expected from any such pending lawsuit.

Item 1A. Risk Factors

There were no material changes in risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table includes information with respect to repurchases of the Company’s Common Stock during the three-month period ended June 30, 2026 under the Company’s share repurchase program.


	Issuer Purchases of Equity Securities
Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(1)
April 1, 2026 - April 30, 2026	—	$	—	—	202,133
May 1, 2026 - May 31, 2026	—	—		—	202,133
June 1, 2026 - June 30, 2026	—	—		—	202,133
Total	—	$	—	—

(1) On October 28, 2024, the Company announced that on October 23, 2024, its Board of Directors authorized a share repurchase plan (the "Plan"). Under the terms of the Plan, the Company is authorized to purchase up to 250,000 shares of its outstanding common stock. To date, the Company has purchased 47,867 shares of the Company's common stock under the Plan.

The Company intends to accomplish share repurchases through open market transactions, although the Company may accomplish repurchases through other means, such as privately negotiated transactions. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws (such as Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934) and other factors. The Plan does not obligate the Company to acquire any particular amount of common stock, and it may be modified or suspended at any time at the Company's discretion. The Company expects to fund any repurchases from cash on hand.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed herewith:


31.1			Certification of Christopher R. Gruseke pursuant to Rule 13a-14(a)

31.2			Certification of Courtney E. Sacchetti pursuant to Rule 13a-14(a)

32			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101			The following materials from Bankwell Financial Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.

104			Cover Page Interactive Data File (formatting in Inline XBRL and contained in Exhibit 101)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Bankwell Financial Group, Inc.
Date: August 5, 2026			/s/ Christopher R. Gruseke
			Christopher R. Gruseke
			Chief Executive Officer

Date: August 5, 2026			/s/ Courtney E. Sacchetti
			Courtney E. Sacchetti
			Executive Vice President and Chief
			Financial Officer
			(Principal Financial Officer)

Bankwell Financial Group - 10-Q quarterly report FY2026 Q2

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