Welcome to our dedicated page for Norwood Finl SEC filings (Ticker: NWFL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Norwood Financial Corp (NWFL) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a Nasdaq-listed bank holding company and parent of Wayne Bank. Norwood files current reports on Form 8-K to document material events such as earnings announcements, dividend declarations, merger agreements, regulatory approvals, acquisition closings and changes in its board of directors. These filings, together with its periodic reports, form the core record of Norwood’s public reporting as a commercial banking institution.
For investors analyzing Norwood’s financial performance, Form 8-K filings dated July 22, 2025 and October 22, 2025 are notable. In these reports, the company furnishes press releases that present results for the three and six months ended June 30, 2025 and the three and nine months ended September 30, 2025. The attached materials detail net interest income, net interest margin, loan and deposit balances, non-interest income, operating expenses, efficiency ratio, and measures such as return on average assets and return on average tangible equity. Stock Titan’s AI tools can summarize these disclosures to highlight key trends in margins, growth and profitability.
Norwood also uses Form 8-K to report dividend declarations. Filings dated June 18, 2025, September 17, 2025 and December 17, 2025 describe quarterly cash dividends on the company’s common stock, including per-share amounts, record dates and payment dates, and incorporate related press releases by reference. For income-focused investors, these filings document Norwood’s pattern of returning cash to shareholders over time.
A series of Form 8-K filings in July, October and December 2025 detail Norwood’s merger with PB Bankshares, Inc. and Presence Bank. The July 7, 2025 report describes the Agreement and Plan of Merger, the consideration structure, termination provisions and related voting agreements. Subsequent filings report the filing of a registration statement on Form S-4, the mailing of a joint proxy statement/prospectus, receipt of final regulatory approvals, and, in later press releases, completion of the acquisition and the merger of Presence Bank into Wayne Bank. Stock Titan’s AI summaries can help readers quickly understand the transaction terms, integration steps and potential risks outlined in the forward-looking statements sections.
Corporate governance developments are also captured in Norwood’s SEC filings. A September 16, 2025 Form 8-K reports the retirement of the company’s Chairman of the Board, his designation as Chairman Emeritus, the appointment of a new Chairman and Vice Chairman, and the addition of two new directors. The filing also discloses that, in the normal course of business, Wayne Bank has extended business loans to one of the new directors or related business interests on terms comparable to those offered to other customers.
On Stock Titan, Norwood’s SEC filings are updated as new documents are posted to EDGAR, and AI-powered summaries can assist in interpreting complex sections, such as merger agreements, forward-looking statements and detailed financial tables. Investors can use this page to track NWFL’s Form 8-K disclosures and, together with the company’s 10-K and 10-Q filings available from the SEC, build a comprehensive view of Norwood Financial’s regulatory history, financial condition and strategic actions.
Norwood Financial Corp has issued its 2026 proxy for the April 28 virtual annual meeting, asking stockholders to elect three directors, ratify S.R. Snodgrass, P.C. as auditor for 2026, and approve an advisory "say‑on‑pay" vote on executive compensation.
The proxy details 10,890,166 common shares outstanding as of March 18, 2026 and shows CEO James O. Donnelly’s 2025 pay of $1,009,784, including a $605,000 salary, $151,250 cash bonus and stock awards. It highlights equity grants under the 2024 Equity Incentive Plan, nonqualified salary continuation and change‑in‑control protections for senior executives, and director fees totaling about $855,000 in 2025.
The board reports 2025 net income of $27.8 million and discloses that most directors are Nasdaq‑independent, with an independent chair and an audit committee financial expert. It also describes insider trading, hedging, clawback and deferred compensation policies, and outlines deadlines and procedures for 2027 stockholder proposals and proxy access in director contests.
Andress Spencer J reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Spencer J. Andress received a grant of 46 shares of Common Stock at $29.40 per share as director retainer compensation. The footnote explains these are Director Retainer Shares issued under the 2024 Equity Incentive Plan, making this a routine, compensation-related equity award rather than a market purchase.
Following the grant, Andress directly holds 8,235 shares of Common Stock. In addition, 7,247 shares are reported as held indirectly through Comprehensive Planner Ltd., reflecting an associated entity position separate from his direct ownership.
FORTE ANDREW reported acquisition or exercise transactions in this Form 4 filing.
Norwood Financial Corp director Andrew Forte reported a stock award of 57 shares of Common Stock at $29.40 per share. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan. Following the grant, Forte holds 12,062 shares directly, alongside additional indirect holdings in an IRA, Forte, Inc., and multiple restricted stock awards that vest in scheduled annual installments beginning on various December dates from 2022 through 2026.
Gifford Jeffrey S reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Jeffrey S. Gifford received a stock grant rather than buying shares on the market. He was awarded 46 shares of common stock as director retainer shares under the 2024 Equity Incentive Plan at $29.40 per share, bringing his direct holdings to 26,592 shares. He also reports additional indirect holdings through a spouse, IRAs, custodial accounts and restricted stock awards, some of which vest in equal annual installments beginning on various December dates from 2022 through 2026, conditioned on continued service.
Hungerford Meg L reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Meg L. Hungerford received a grant of 46 shares of Common Stock on March 11, 2026 at $29.40 per share, reported as a compensation-related award. Following this grant, she holds 6,153 shares directly.
The filing also lists indirect holdings, including 990 shares held as custodian for children and several restricted stock awards with post‑transaction balances of 40, 280, 420, 550, 82 and 825 shares. Footnotes state these awards vest in installments beginning on various December dates from 2022 through 2026, conditioned on continued service.
Shook James reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director James Shook received a grant of 46 shares of common stock on March 11, 2026 at $29.40 per share. These Director Retainer Shares were issued under the 2024 Equity Incentive Plan and vest in three equal installments beginning on December 15, 2026 and annually thereafter during continued service. Following this award, he holds 8,933 shares directly and 825 shares indirectly as restricted stock.
PHILLIPS KENNETH A reported acquisition or exercise transactions in this Form 4 filing.
Norwood Financial Corp director Kenneth A. Phillips received a stock grant of 46 shares of Common Stock at $29.40 per share. This award is described as Director Retainer Shares issued under the 2024 Equity Incentive Plan. Following the grant, he directly holds 15,715 Common shares. The filing also shows several indirect Restricted Stock positions with specified vesting schedules that generally vest in equal installments beginning on various December dates between 2022 and 2026, contingent on continued service as an employee, outside director or director emeritus.
Schmalzle Ronald R reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Ronald R. Schmalzle received a grant of 46 shares of common stock on March 11, 2026 at $29.40 per share as director retainer shares under the 2024 Equity Incentive Plan. After this award, he holds 9,300 shares directly, plus additional indirect IRA and restricted stock holdings.
Norwood Financial Corp director Alexandra K. Nolan received 46 shares of Common Stock as a stock award on March 11, 2026 at $29.40 per share. This is classified as a grant or other acquisition under a company equity plan, not an open-market purchase.
Following the award, she directly holds 2,716 common shares. The filing also lists significant indirect holdings, including 217,077 shares held through the Michael C. Nolan Trust and 65,306 shares through the Alexandra K. Nolan Trust, plus several smaller restricted stock awards that vest over future years.