Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2024

WESTERN NEW ENGLAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

Massachusetts		001-16767		73-1627673
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

141 Elm Street

Westfield, Massachusetts

01085

(Address of principal executive offices)

(zip code)

Registrant's telephone number, including area code: (413) 568-1911

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	WNEB	NASDAQ

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01.

Other Events.

On June 10, 2024, Western New England Bancorp, Inc. (the “Company”), the holding company for Westfield Bank, announced the completion of share repurchases under the Company’s existing stock repurchase program on June 6, 2024 (the “2022 Repurchase Plan”). The Board of Directors of the Company previously authorized the 2022 Repurchase Plan on July 26, 2022. The 2022 Repurchase Plan authorized the Company to repurchase a total of 1,100,000 shares, or approximately 5% of the Company’s outstanding shares.

Item 9.01.

Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

Exhibit Number		Description

99.1		Press Release, dated June 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	WESTERN NEW ENGLAND BANCORP, INC.


Date: June 10, 2024	By:	/s/ Guida R. Sajdak
		Guida R. Sajdak
		Chief Financial Officer

WESTERN NEW ENGLAND BANCORP, INC. 8-K

Exhibit 99.1

Western New England Bancorp, Inc. Announces

Completion of 2022 Repurchase Plan

Westfield, Massachusetts, June 10, 2024: Western New England Bancorp, Inc. (the “Company” or “WNEB”) (NasdaqGS: WNEB), the holding company for Westfield Bank (the “Bank”), announced that on June 6, 2024, the Company completed all repurchases under its existing stock repurchase plan (“2022 Repurchase Plan”) at an average price per share of $7.34. The Board of Directors of the Company authorized the 2022 Repurchase Plan on July 26, 2022.

On May 21, 2024, the Board of Directors of the Company authorized a new stock repurchase plan (“2024 Repurchase Plan”), pursuant to which the Company may repurchase up to 1.0 million shares, or approximately 4.6%, of the Company’s outstanding shares of common stock, upon the completion of the 2022 Repurchase Plan.

The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of the Company’s common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. The repurchase program may be modified, suspended or discontinued at any time, at the Company’s discretion.

About Western New England Bancorp, Inc.

Western New England Bancorp, Inc. is a Massachusetts-chartered stock holding company and the parent company of Westfield Bank, CSB Colts, Inc., Elm Street Securities Corporation, WFD Securities, Inc. and WB Real Estate Holdings, LLC. Western New England Bancorp, Inc. and its subsidiaries are headquartered in Westfield, Massachusetts and operate 25 banking offices throughout western Massachusetts and northern Connecticut. To learn more, visit our website at www.westfieldbank.com.

Forward-Looking Statements

This press release contains statements that are forward-looking and are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements contained in this press release, which speak only as of the date made. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors discussed under the caption “Risk Factors” in Western New England Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. Western New England Bancorp does not undertake and specifically declines any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events

For further information contact:

James C. Hagan, President and Chief Executive Officer

Guida R. Sajdak, Executive Vice President and Chief Financial Officer

Meghan Hibner, First Vice President and Investor Relations Officer

413-568-1911

Cover	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2024
Entity File Number	001-16767
Entity Registrant Name	WESTERN NEW ENGLAND BANCORP, INC.
Entity Central Index Key	0001157647
Entity Tax Identification Number	73-1627673
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	141 Elm Street
Entity Address, City or Town	Westfield
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01085
City Area Code	(413)
Local Phone Number	568-1911
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	WNEB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false