7. SHARE-BASED COMPENSATION

Restricted Stock Awards.

On January 28, 2025, the Company’s Board of Directors approved the Amended and Restated 2021 Omnibus Incentive Plan (the “Amended and Restated Plan”) to increase the total number of shares of common stock available for issuance by 1,000,000 shares, subject to shareholder approval. On May 14, 2025, the Company held its Annual Meeting of Shareholders at which time the Company’s shareholders approved the Amended and Restated Plan, as presented, to increase the total number of shares of common stock available for issuance by 1,000,000 shares. The Amended and Restated Plan became effective with such shareholder approval on May 14, 2025. Any shares that are not issued because vesting requirements are not met will be available for future issuance under the Amended and Restated Plan.

On an annual basis, the Compensation Committee (the “Committee”) approves long-term incentive awards out of the Amended and Restated Plan, whereby shares are granted to eligible participants of the Company that are nominated by the Chief Executive Officer and approved by the Committee, with vesting over a three-year term for employees and a one-year term for directors. Annual employee grants provide for a periodic award that is both performance and time-based and is designed to recognize the employee’s responsibilities, reward performance and leadership and as a retention tool. The objective of the award is to align compensation for the eligible participants of the Company and directors over a multi-year period directly with the interests of the Company’s shareholders by motivating and rewarding creation and preservation of long-term financial strength, shareholder value, and relative shareholder return.

2023 Long-Term Incentive Plan.

In March 2023, the Committee granted 120,998 shares under the 2023 Long-Term Incentive Plan (the “2023 LTI Plan”). Of the 120,998 shares granted, 60,499 shares, or 50% of the shares granted, were time-based restricted shares and vested ratably over a three-year period. The remaining 60,499 shares, or 50% of the shares granted, were performance-based restricted shares that were subject to the achievement of the 2023 LTI Plan performance metrics.

The Committee selected Return on Average Equity (“ROAE”) and Three-Year Cumulative Diluted Earnings Per Share (“EPS”) as the long-term performance goal. Each of these two measures were independently assigned a 50% weight for determining future performance against goals. The actual number of performance shares that vest will be determined at the end of the three-year period, depending upon the Company’s performance against the three-year goals and alignment to shareholder value. The grants were made and awarded as 50% performance-based shares and 50% time-based shares.

For each performance-based goal, achieving threshold performance pays at 50% of target value, and achieving stretch performance pays at 150% of target value. The 2023 LTI Plan included a “catch-up” provision which allowed unearned performance-based restricted shares from the first and second performance periods to be earned at the end of the three-year period based on final year performance. To the extent earned at the end of the performance period, performance shares would be paid in the form of vested shares of common stock at a date determined by the Committee within seventy-five (75) days following the end of the performance period.

The Threshold, Target and Stretch metrics under the 2023 LTI Plan are as follows:

As of December 31, 2025, the three-year performance period for the 2023 LTI Plan ended and 54,754 performance-based shares were forfeited by the Committee on January 21, 2026.

2023 Annual Equity Retainer.

In March 2023, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 2,022 time-based restricted shares of WNEB common stock. In total, 18,198 shares were granted and fully vested on December 31, 2023.

2024 Long-Term Incentive Plan.

In March 2024, the Committee granted 146,422 shares under the 2024 Long-Term Incentive Plan (the “2024 LTI Plan”). Of the 146,422 shares granted, 73,211 shares, or 50% of the shares granted, were time-based restricted shares that are scheduled to vest ratably over a three-year period. The remaining 73,211 shares, or 50% of the share granted, were performance-based restricted shares that are subject to the achievement of the 2024 LTI Plan performance metrics.

The Committee selected ROAE and EPS as the long-term performance goals. Each of these two measures were independently assigned a 50% weight for determining future performance against goals. The actual number of performance shares that vest will be determined at the end of the three-year period, depending upon the Company’s performance against the three-year goals and alignment to shareholder value. The grants were made and awarded as 50% performance-based shares and 50% time-based shares.

For each performance-based goal, achieving threshold performance pays at 50% of target value, and achieving stretch performance pays at 150% of target value. The 2024 LTI Plan includes a “catch-up” provision which allows unearned performance-based restricted shares from the first and second performance periods to be earned at the end of the three-year period based on final year performance. To the extent earned at the end of the performance period, performance shares will be paid in the form of vested shares of common stock at a date determined by the Committee within seventy-five (75) days following the end of the performance period.

The Threshold, Target and Stretch metrics under the 2024 LTI Plan are as follows:

2024 Annual Equity Retainer.

In March 2024, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 2,384 time-based restricted shares of WNEB common stock. In total, 21,456 shares were granted and there were 19,072 shares that fully vested on December 31, 2024.

2025 Long-Term Incentive Plan.

In March 2025, the Committee granted 140,384 shares under the 2025 Long-Term Incentive Plan (the “2025 LTI Plan”). Of the 140,384 shares granted, 70,192 shares, or 50% of the shares granted, were time-based restricted shares that are scheduled to vest ratably over a three-year period. The remaining 70,192 shares, or 50% of the shares granted, were performance-based restricted shares that are subject to the achievement of the 2025 LTI Plan performance metrics.

The Committee selected ROAE and EPS as the long-term performance goals. Each of these two measures were independently assigned a 50% weight for determining future performance against goals. The actual number of performance shares that vest will be determined at the end of the three-year period, depending upon the Company’s performance against the three-year goals and alignment to shareholder value. The grants were made and awarded as 50% performance-based shares and 50% time-based shares.

For each performance-based goal, achieving threshold performance pays at 50% of target value, and achieving stretch performance pays at 150% of target value. The 2025 LTI Plan includes a “catch-up” provision which allows unearned performance-based restricted shares from the first and second performance periods to be earned at the end of the three-year period based on final year performance. To the extent earned at the end of the performance period, performance shares will be paid in the form of vested shares of common stock at a date determined by the Committee within seventy-five (75) days following the end of the performance period.

The Threshold, Target and Stretch metrics under the 2025 LTI Plan are as follows:

2025 Annual Equity Retainer.

In May 2025, under the Company’s Amended and Restated Plan, each non-employee director received an annual equity retainer of 2,116 time-based restricted shares of WNEB common stock. In total, 16,928 shares were granted and became fully vested on December 31, 2025.

2026 Long-Term Incentive Plan.

In March 2026, the Committee granted 105,972 shares under the 2026 Long-Term Incentive Plan (the “2026 LTI Plan”). Of the 105,972 shares granted, 52,986 shares, or 50% of the shares granted, were time-based restricted shares that are scheduled to vest ratably over a three-year period. The remaining 52,986 shares, or 50% of the shares granted, were performance-based restricted shares that are subject to the achievement of the 2026 LTI Plan performance metrics.

The Committee selected ROAE and EPS as the long-term performance goals. Each of these two measures were independently assigned a 50% weight for determining future performance against goals. The actual number of performance shares that vest will be determined at the end of the three-year period, depending upon the Company’s performance against the three-year goals and alignment to shareholder value. The grants were made and awarded as 50% performance-based shares and 50% time-based shares.

For each performance-based goal, achieving threshold performance pays at 50% of target value, and achieving stretch performance pays at 150% of target value. The 2026 LTI Plan includes a “catch-up” provision which allows unearned performance-based restricted shares from the first and second performance periods to be earned at the end of the three-year period based on final year performance. To the extent earned at the end of the performance period, performance shares will be paid in the form of vested shares of common stock at a date determined by the Committee within seventy-five (75) days following the end of the performance period.

The Threshold, Target and Stretch metrics under the 2026 LTI Plan are as follows:

2026 Annual Equity Retainer.

In March 2026, under the Company’s Amended and Restated Plan, each non-employee director received an annual equity retainer of 1,603 time-based restricted shares of WNEB common stock. In total, 12,824 shares were granted and there were 11,221 shares eligible to become fully vested on December 31, 2026.

At June 30, 2026, there were 942,105 remaining shares available to grant under the Amended and Restated Plan.

A summary of the status of unvested restricted stock awards at June 30, 2026 and June 30, 2025 is presented below:

The Company recorded a total expense for restricted stock awards of $156,000 and $463,000 for the six months ended June 30, 2026 and the six months ended June 30, 2025, respectively.