Norwood Financial Corp Completes Acquisition of PB Bankshares, Inc.

Rhea-AI Summary

Norwood Financial Corp (NASDAQ: NWFL) completed its acquisition of PB Bankshares, Inc. effective January 5, 2026, merging Presence Bank into Wayne Bank.

Share consideration was either $19.75 cash or 0.7850 shares of Norwood common stock per PB share, with fractional shares settled at approximately $29.08 per Norwood share. Approximately 87% of PB shares elected stock, ~1% elected cash, and ~12% made no valid election.

The combined company will have ~$2.9 billion in assets, 33 office locations, and Norwood’s footprint now extends into Chester and Lancaster counties, PA. Multiple PB Bankshares executives joined Norwood’s management and boards.

Positive

• Combined assets of approximately $2.9 billion
• PB Bankshares had $456.4 million in total assets at 9/30/2025
• Merger consideration: $19.75 cash or 0.7850 Norwood shares per PB share
• 33 office locations post-close; expansion into Chester and Lancaster counties
• Approximately 87% of PB shareholders elected stock consideration

Negative

• None.

Key Figures

Cash election price $19.75 per share Cash consideration per PB Bankshares common share

Stock exchange ratio 0.7850 shares Norwood shares per PB Bankshares share

Fractional share rate $29.08 per share Cash paid in lieu of fractional Norwood shares

Stock election rate 87% PB Bankshares shares electing Norwood common stock

Combined assets $2.9 billion Approximate assets of combined Norwood and PB Bankshares

Branch network 33 locations Combined company office count after merger

PB assets $456.4 million PB Bankshares total assets at Sept 30, 2025

PB deposits $355.0 million PB Bankshares total deposits at Sept 30, 2025

Market Reality Check

$28.15 Last Close

Volume Volume 225,066 vs 20-day avg 33,103 (relative volume 6.8x) ahead of/around deal close. high

Technical Price $28 trades above 200-day MA of $25.9 and 8.47% below 52-week high $30.59.

Peers on Argus

NWFL slipped 0.18% with elevated volume, while close bank peers were mixed: CHMG -2.35%, FVCB -0.07%, ISBA +0.82%, LCNB -0.98%, FDBC +1.17%. No broad sector trend indicated.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 17	Dividend increase	Positive	-1.3%	Raised quarterly cash dividend signaling confidence in capital and earnings.
Dec 12	M&A approvals	Positive	-0.9%	Received final regulatory approvals for PB Bankshares acquisition.
Oct 22	Earnings results	Positive	+6.8%	Strong Q3 2025 EPS, net income, ROA and loan/deposit growth.
Oct 10	Earnings call timing	Neutral	+1.2%	Announced date and webcast details for Q3 2025 earnings release.
Sep 17	Leadership changes	Neutral	-0.2%	Board chair transition and addition of two new directors.

Pattern Detected

News-driven moves have been modest, with positive earnings drawing the strongest upside while dividends, M&A steps and governance changes have seen small negative drift.

Recent Company History

Over the last six months, Norwood Financial has reported solid operating trends and steady capital returns. Q3 2025 results showed higher profitability and balance-sheet growth, followed by a modest dividend increase to $0.32 per share. The company advanced its expansion strategy via the PB Bankshares acquisition, securing regulatory approvals on Dec 12, 2025. Board refresh actions in September added new directors. Today’s closing of the PB transaction and footprint expansion into new Pennsylvania markets builds directly on that previously announced strategic deal path.

Market Pulse Summary

This announcement confirms the completion of Norwood’s acquisition of PB Bankshares, adding Presence Bank’s $456.4 million in assets and expanding into Chester and Lancaster Counties. The combined organization reaches roughly $2.9 billion in assets and 33 offices, with most PB shareholders electing stock consideration. Investors may focus on integration progress, changes in deposit and loan balances, expense discipline, and any follow-up disclosures on anticipated financial impacts from the enlarged footprint.

Key Terms

merger agreement regulatory

"subject to the allocation and proration procedures set forth in the Merger Agreement."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

AI-generated analysis. Not financial advice.

HONESDALE, Pa., Jan. 05, 2026 (GLOBE NEWSWIRE) -- Norwood Financial Corp (NASDAQ Global Market: NWFL) (“Norwood”), the holding company for Wayne Bank, announced today that it had completed its acquisition of PB Bankshares, Inc. (“PB Bankshares”) and its wholly-owned subsidiary, Presence Bank effective as of January 5, 2026. Presence Bank has been merged into Wayne Bank. At their election, PB Bankshares shareholders are receiving either $19.75 in cash or 0.7850 shares of Norwood common stock for each share of PB Bankshares common stock held subject to the allocation and proration procedures set forth in the Merger Agreement. In lieu of fractional shares of Norwood common stock, PB Bankshares shareholders will receive cash at the rate of approximately $29.08 per share of Norwood common stock. PB Bankshares’ shareholders who have not previously surrendered their share certificates will receive information shortly on how to exchange their shares for the merger consideration to which they are entitled.

Approximately 87% of PB Bankshares shares outstanding elected to receive Norwood common stock, approximately 1% elected to receive cash, and approximately 12% submitted elections expressing no preference as to the form of merger consideration, or did not make, or failed to submit, a valid election. Based on this information, PB Bankshares shareholders who made valid elections to receive the cash consideration will receive the cash consideration for all of their shares subject to such election, and PB Bankshares’ shareholders who made valid elections to receive the stock consideration will receive stock consideration for approximately 92% of their shares subject to such election, with the balance of such elections being satisfied with the cash consideration. PB Bankshares shareholders who expressed no preference as to the form of merger consideration to be received or did not make a valid election will receive the cash consideration for all of their shares.

Effective upon completion of the merger, Joseph W. Carroll and Spencer J. Andress, each former directors of PB Bankshares and Presence Bank, were appointed to the boards of directors of Norwood and Wayne Bank.

Janak M. Amin, President and Chief Executive Officer of PB Bankshares and Presence Bank, will join the Norwood team as Executive Vice President and Chief Operating Officer of Norwood and Wayne Bank. In addition, Larry W. Witt, Executive Vice President and Chief Information Officer of PB Bankshares, will join with Norwood as Executive Vice President and Chief Information Officer of Norwood and Wayne Bank, and Douglas L. Byers, Executive Vice President and Chief Banking Officer of PB Bankshares, will join Norwood as Executive Vice President and Market President, Central Pennsylvania, of Norwood and Wayne Bank.

As a result of the merger, Norwood will extend its footprint into Chester and Lancaster Counties in Pennsylvania. The combined company will have approximately $2.9 billion in assets and 33 office locations. At September 30, 2025, PB Bankshares had total assets of $456.4 million, deposits of $355.0 million and shareholders’ equity of $51.3 million.

Norwood’s President and CEO, James O. Donnelly, said “We are pleased to welcome PB Bankshares’ shareholders, customers and employees to our Norwood family. We expect this combination will allow us to offer expanded products and services to the communities in our combined market areas. PB Bankshares’ focus on community and relationship banking aligns well with Norwood’s similarly oriented culture, as we all work together to embody ‘Every Day Better’, creating value for all.”

“We will be able to provide more products and services to our customers given Wayne Bank’s strength in retail banking. In addition, Wayne Bank’s larger capital base will allow us to take better care of commercial customers with growing needs and the increased lending limit will allow us to retain and attract more customers.” stated Janak M. Amin, President and Chief Executive Officer of PB Bankshares.

Janney Montgomery Scott LLC acted as financial advisor to Norwood Financial Corp and Stephens Inc. acted as financial advisor to PB Bankshares, Inc. Jones Walker LLP, Washington, DC, and Meeks Butera & Israel PLLC, served as legal counsel for Norwood Financial Corp, and Barley Snyder LLP served as legal counsel for PB Bankshares, Inc.

About Norwood Financial Corp

Norwood Financial Corp is the parent company of Wayne Bank, which operates from fifteen offices throughout Northeastern Pennsylvania and twelve offices in the Southern Tier of New York. The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Norwood’s and PB Bankshares’ beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward” and other expressions that indicate future events and trends identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that may cause actual results or earnings to differ materially from such forward-looking statements include, among others, the following: the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the integration of PB Bankshares’ business and operations with those of Norwood may take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to PB Bankshares’ or Norwood’s existing businesses; the anticipated cost savings and other synergies of the merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the merger may be greater than expected; the ability to achieve anticipated merger-related operational efficiencies; the ability to enhance revenue through increased market penetration, expanded lending capacity and product offerings; changes in monetary and fiscal policies of the Federal Reserve Board and the U. S. Government, particularly related to changes in interest rates; changes in general economic conditions, especially the effects of current fluctuations in tariff policies, impacts of workforce deportations, the proliferation of legal actions challenging government policies, and substantial reductions in force of government and non-government organization employees, all of which may put pressure on supply chains and exacerbate market volatility; occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, or the effects of climate change, and the ability of Norwood, PB Bankshares and their respective customers to deal effectively with disruptions caused by the foregoing; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in our market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; and changes in accounting principles, or the application of generally accepted accounting principles. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Norwood’s and PB Bankshares’ reports (such as the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Norwood or PB Bankshares or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Norwood and PB Bankshares do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made. We caution that the foregoing list of important factors that may affect future results is not exhaustive.

For further information contact:
James O. Donnelly
President and Chief Executive Officer
Norwood Financial Corp
(570) 253-1455

FAQ

What did Norwood (NWFL) pay per share to acquire PB Bankshares on January 5, 2026?

PB shareholders received either $19.75 cash or 0.7850 Norwood shares per PB share, with fractional shares settled at about $29.08 per Norwood share.

How large is the combined company after Norwood's acquisition of PB Bankshares (NWFL)?

The combined company will have approximately $2.9 billion in assets and 33 offices.

What portion of PB Bankshares shareholders elected stock in the NWFL acquisition?

Approximately 87% of PB Bankshares shares outstanding elected to receive Norwood common stock.

Which PB Bankshares executives joined Norwood after the January 5, 2026 closing?

Janak M. Amin joined as EVP and COO; Larry W. Witt as EVP and CIO; Douglas L. Byers as EVP and Market President, Central PA; and two former PB directors joined Norwood boards.

How did the merger change Norwood's geographic footprint after the PB Bankshares deal?

Norwood extended its footprint into Chester and Lancaster counties, Pennsylvania as a result of the merger.

What were PB Bankshares' key balance sheet figures before the merger (as of 9/30/2025)?

As of 9/30/2025, PB Bankshares had $456.4 million in total assets, $355.0 million in deposits, and $51.3 million in shareholders' equity.