WNEB Western New England Bancorp Inc

_____________________

Westfield Financial, Inc.

141 Elm Street, Westfield, Massachusetts 01085

This Schedule 13G is being filed by the Employee Stock Ownership Plan of Westfield Financial, Inc. (the “Plan”). The Plan’s trustee is TI-TRUST, Inc.

141 Elm Street, Westfield, Massachusetts 01085

The Plan is an employee benefit plan of a Massachusetts corporation.

Common Stock, $.01 par value per share

958892101

The person filing is an:

(f) Employee benefit plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Background

The reporting person is a tax qualified employee stock ownership plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with individual accounts for the accrued benefits of participating employees and their beneficiaries. The reporting person is administered by an ESOP Committee (“ESOP Committee”) and its assets are held in trust by a trustee (the “Plan Trustee”). The number of shares listed as beneficially owned represents the entire number of shares of common stock held by TI-TRUST, Inc., as Plan Trustee, as of December 31, 2022.

As of December 31, 2022, 1,217,851 of such shares of common stock had been allocated to individual accounts established for participating employees and their beneficiaries and 366,487 of such shares of common stock were unallocated and are being held for allocation in future years.

The ESOP, through the Plan Trustee (who is instructed by the ESOP Committee), has shared voting power and dispositive power over all unallocated shares held by the ESOP. The ESOP, acting through the Plan Trustee (who is instructed by the ESOP Committee), shares dispositive power over all allocated shares held in the ESOP with participating employees and their beneficiaries. Participating employees and their beneficiaries have the right to determine whether shares allocated to their respective accounts will be tendered in response to a tender offer but otherwise have no dispositive power. Any unallocated shares are generally required to be tendered by the Plan Trustee in the same proportion as the shares which have been allocated to the participants are directed to be tendered. In limited circumstances, ERISA may confer upon the Plan Trustee the power and duty to control the voting and tendering of shares allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. The ESOP disclaims voting power with respect to such allocated shares.

Not Applicable.

Dividends declared on common stock held by the Plan which have been allocated to the account of a participant may be held and invested in the same manner as funds generally held or invested by the Plan which are not invested in common stock or distributed to participants in accordance with and at such time as provided in the Plan document.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.