Norwood Finl SEC Filings

Norwood Financial (NWFL) reported insider buying by a director. On 10/27/2025, the director purchased common stock in multiple open‑market trades: 1,563 shares at $26.82, 200 shares at $26.62, 1,937 shares at $26.63, and 100 shares at $26.58. Following these transactions, the director beneficially owned 4,830 shares directly and 409 shares indirectly through Lake Region Supermarket Inc.

Norwood Financial (NWFL) and PB Bankshares (PBBK) announced a merger in which each PB Bankshares share will be converted into either 0.7850 shares of Norwood common stock or $19.75 in cash, subject to allocation procedures designed to deliver an overall mix of 80% stock and 20% cash. The value of the stock consideration will fluctuate with Norwood’s share price; based on closing prices, it equated to $25.77 per PB Bankshares share on July 3, 2025 and $21.17 on October 27, 2025.

A special meeting of PB Bankshares shareholders is set for December 10, 2025 at 10:00 a.m. in Lancaster, PA, to vote on the merger agreement, which requires approval by a majority of outstanding shares entitled to vote. The parties expect to close in the fourth quarter of 2025 or first quarter of 2026, subject to regulatory and other customary conditions. The transaction is expected to be a tax-free reorganization for holders receiving stock. PB Bankshares may terminate if Norwood’s price declines by more than 20% relative to a specified benchmark unless Norwood adjusts consideration; a $2.4 million termination fee may apply in certain scenarios. Following closing, Presence Bank will merge into Wayne Bank and Norwood will remain the surviving corporation.

Norwood Financial Corp (NWFL) reported stronger Q3 2025 results. Net income rose to $8.3 million from $3.8 million a year ago, and diluted EPS increased to $0.89 from $0.48. Net interest income reached $20.5 million, while the fully tax‑equivalent net interest margin improved to 3.63% and net interest spread to 2.94%. Return on average assets was 1.40% and return on average tangible equity was 16.76%. Excluding merger charges, adjusted EPS was $0.94 and adjusted net income was $8.8 million.

For the nine months ended September 30, 2025, net income was $20.3 million and diluted EPS was $2.22. Credit quality remained sound, with nonperforming loans at 0.36% of total loans and the allowance at 1.10% of loans. The company ended the quarter with total assets of $2.41 billion, loans of $1.81 billion, deposits of $2.07 billion, and stockholders’ equity of $234.9 million. Norwood also highlighted its pending merger with PB Bankshares; a Form S‑4 has been filed but not yet declared effective, and PB Bankshares stockholder approval will be sought via joint proxy statement/prospectus.

Norwood Financial Corp (NWFL) furnished materials tied to its latest results. On October 22, 2025, the company issued a press release announcing earnings for the three and nine months ended September 30, 2025, furnished as Exhibit 99.1, and hosted an earnings call supported by an investor presentation furnished as Exhibit 99.2.

The company also referenced its proposed merger with PB Bankshares. Norwood has filed a Form S-4 to register shares to be issued in the transaction; the registration statement has not yet been declared effective, and a joint proxy statement/prospectus will be mailed to PB Bankshares stockholders seeking their approval.

Norwood Financial Corp announced it will release its third quarter 2025 financial results on October 22, 2025, and will host a webcast and conference call the same day to discuss the results.

The company furnished a press release as Exhibit 99.1 in connection with this announcement; it is designated as furnished and not filed under the Exchange Act.

James Shook filed an initial Form 3 reporting beneficial ownership in NORWOOD FINANCIAL CORb (NWFL). The event date reported is 09/16/2025. The filing lists 1,030 shares of common stock held directly and 409 shares held indirectly through Lake Region Supermarket Inc. The Form 3 was signed by an attorney-in-fact on 10/09/2025. The disclosure indicates a director-level relationship and appears to be a routine initial ownership report.

Norwood Financial Corp. filed an amended S-4 registering the proposed merger with PB Bankshares, Inc. and issued a combined proxy statement/prospectus describing transaction mechanics, voting procedures and key financial effects. The document shows a 20-day volume-weighted average price of $25.77 as of July 3, 2025, and provides that shareholders may elect stock or cash consideration subject to a 20% aggregate cash limit and allocation rules for "non-election shares." Directors and officers controlled approximately 14.3% of PB Bankshares voting stock and agreed to vote in favor of the merger.

The filing describes the merger as intended to qualify as a tax-free reorganization for U.S. federal income tax purposes, includes executive employment and change-in-control terms, and discloses possible non-recurring integration charges (system conversions, severance, branding) with unspecified timing or amounts. Key banking metrics and balance-sheet changes are shown: commercial real estate loans rose to $205.2M at 12/31/2024 and to $226.8M at 6/30/2025, available-for-sale securities decreased, cash & cash equivalents were $55.9M at 6/30/2025, nonperforming assets were 0.25% at 12/31/2024, and net interest margin improved to 2.88% for the quarter ended 6/30/2025. The filing warns that AFS impairment rules, allowance estimates, competitive pressures and liquidity alternatives may materially affect results.

Marissa S. Nacinovich filed an initial Form 3 reporting beneficial ownership in Norwood Financial Corp (NWFL). The filing shows 200 shares of common stock held in a direct ownership form. The event requiring the statement is dated 09/16/2025 and the form was signed on 09/30/2025 by an attorney-in-fact. The filing identifies Ms. Nacinovich as a Director of the issuer and indicates this is a filing by one reporting person. No derivatives or convertible securities are reported.

Norwood Financial Corp. (NWFL) is filing an S-4 to effect a business combination with PB Bankshares, Inc., including an Agreement and Plan of Merger dated July 7, 2025. The proxy/prospectus describes consideration mechanics (stock or cash elections, 20% aggregate cash limit and treatment of "non-election shares") and related governance and compensation arrangements for PB Bankshares executives and directors. Norwood reported balance-sheet trends through Dec 31, 2024 and June 30, 2025: commercial real estate loans rose from $205.2 million to $226.8 million; gross loans increased to $358.4 million at June 30, 2025; cash and cash equivalents rose to $55.9 million; debt securities available-for-sale declined to $35.6 million. Net interest margin improved to 2.88% for Q2 2025 (up 34 bps year-over-year) and net interest rate spread widened to 2.40%. Nonperforming assets were 0.25% at Dec 31, 2024. Provision for credit losses for Q2 2025 was $40,000 versus $17,000 in Q2 2024. The filing discloses transaction multiples and precedent deal metrics and warns of potential non-recurring integration charges and liquidity/credit risks.