[8-K] Western New England Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 discloses that Nathan Olmstead, Senior Vice President & Chief Financial Officer of PENGUIN SOLUTIONS INC. (ticker shown as PENG, formerly SMART Global Holdings, symbol SGH), satisfied tax-withholding obligations related to restricted-stock-unit (RSU) vesting on 20-Jul-2025.

The officer surrendered 6,051 common shares to the company (transaction code F) at an accounting price of $24.43 per share; no shares were sold on the open market. Following the transaction, Olmstead’s direct ownership stands at 79,324 common shares. No derivative securities were involved and there were no new acquisitions or open-market dispositions.

Code F transactions are considered non-discretionary, routine tax settlements and generally do not signal a change in insider sentiment. The filing therefore carries limited market impact but updates the public float for share-count tracking and insider-ownership records.

Insights

Securities Analyst

TL;DR: Routine RSU tax withholding; minimal market impact.

The CFO’s share surrender is a non-open-market, non-discretionary event required to cover payroll taxes on vested RSUs. His remaining stake of 79.3 k shares reflects continued alignment with shareholders. Because no shares were sold for personal liquidity and the quantity involved is immaterial to SGH’s float, I classify the disclosure as neutral with negligible valuation effect.

Corporate Governance Specialist

TL;DR: Compliance update; governance posture unchanged.

Code F transactions are standard housekeeping and demonstrate timely Section 16 compliance. There is no indication of strategic intent or governance concern. Ownership after settlement remains sizable for a C-suite officer, supporting ongoing incentive alignment. Impact on investors is neutral.

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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): July 22, 2025

WESTERN NEW ENGLAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

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

141 Elm Street
Westfield, Massachusetts (Address of principal executive offices)	01085 (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 2.02. Results of Operations and Financial Condition.

On July 22, 2025, Western New England Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and six months ended June 30, 2025.  A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

Item 7.01. Regulation FD Disclosure.

On July 22, 2025, the Company made available an investor presentation to be used during investor meetings. The slide show for the investor presentation is attached to this report as Exhibit 99.2.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will such information or exhibits be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filing. The furnishing of the information included in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) 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 of Western New England Bancorp, Inc. dated July 22, 2025.
99.2		Investor Presentation dated July 22, 2025 for Western New England Bancorp, Inc.
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.
	By:	/s/ Guida R. Sajdak
		Guida R. Sajdak
		Chief Financial Officer
Dated: July 22, 2025