Norwood Financial (Nasdaq: NWFL) lifts Q2 profit after PB Bankshares acquisition

Rhea-AI Filing Summary

Norwood Financial Corp reported stronger results for the quarter ended June 30, 2026. Net income for the quarter was $9,328 thousand, up from $6,205 thousand a year earlier, with basic and diluted earnings per share rising to $0.86 from $0.67. Net interest income increased to $26,839 thousand, driven by higher interest income on loans and securities, partially offset by higher deposit and borrowing costs and a higher provision for credit losses.

For the first six months of 2026, net income was $13,058 thousand versus $11,978 thousand in 2025, while basic earnings per share were $1.21 compared with $1.30, reflecting a larger share count. Total assets reached $2,907,914 thousand, loans receivable (net) were $2,237,181 thousand, and deposits totaled $2,514,297 thousand, reflecting growth that includes the acquisition of PB Bankshares, Inc. during the period. The company recorded other comprehensive loss of $3,200 thousand for the six months, mainly from unrealized losses on available-for-sale securities, reducing comprehensive income to $9,858 thousand.

Positive

• Quarterly net income increased to $9,328 thousand from $6,205 thousand, with EPS rising to $0.86 from $0.67, reflecting materially stronger profitability.

Negative

• None.

Filing Explained

The completed acquisition increased the common-share base, while $309,252 thousand of disclosed commitments remain conditional capacity rather than committed cash use.

Form 10-Q is an unaudited quarterly report covering interim financial statements and updates to risks and liquidity. The completed PB Bankshares acquisition issued $44,266 thousand of Norwood common-stock consideration and 1,662,935 shares; Norwood reported 11,183,140 issued shares at June 30 and 10,902,074 outstanding on August 1, 2026, increasing the ownership denominator for existing holders absent offsetting changes.

For earnings per share, diluted shares include potential shares from options and restricted stock when they would be dilutive; this calculation does not mean all potential shares have been issued. At June 30, 212,350 stock options were outstanding, including 173,350 exercisable options, while 76,350 anti-dilutive options were excluded from EPS.

The Bank also disclosed $309,252 thousand of commitments at June 30, 2026: $105,930 thousand to grant loans, $188,574 thousand under unfunded lines of credit, and $14,748 thousand in standby letters of credit. These are commitments or capacity rather than necessarily required future cash, because some may expire without being drawn.

Any later disclosure should distinguish drawdowns from the $309,252 thousand of capacity reported at June 30, 2026.

Key Figures

Total Assets: $2,907,914 thousand Total Deposits: $2,514,297 thousand Loans Receivable, Net: $2,237,181 thousand +4 more

7 metrics

Total Assets $2,907,914 thousand Consolidated assets as of June 30, 2026

Total Deposits $2,514,297 thousand Deposits as of June 30, 2026

Loans Receivable, Net $2,237,181 thousand Net loans as of June 30, 2026

Q2 2026 Net Income $9,328 thousand Three months ended June 30, 2026

Q2 2026 Basic EPS $0.86 Three months ended June 30, 2026

Six-Month Net Income 2026 $13,058 thousand Six months ended June 30, 2026

PB Bankshares Assets Acquired $415,124 thousand Fair value of assets acquired in PB Bankshares business combination

Key Terms

provision for credit losses, other comprehensive income, stock-based compensation, standby letters of credit, +1 more

5 terms

provision for credit losses financial

"Total provision for credit losses was 1,944 and 3,403 for the respective periods"

Provision for credit losses is an amount set aside by a financial institution to cover potential future losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution manage risks and stay financially healthy. For investors, it signals how cautious a lender is about potential loan defaults and can impact the company's profitability and financial stability.

other comprehensive income financial

"Other comprehensive (loss) income related to investment securities available for sale"

Other comprehensive income is a section of a company’s financial statements that records gains and losses not shown in the regular profit-and-loss line, such as paper gains or losses on certain investments, pension plan adjustments, and changes from converting foreign operations. These items don’t represent cash earned or spent today but change a company’s reported net worth, like value swings in things stored in a closet rather than money in your wallet, and help investors spot hidden strengths or risks to long-term financial health.

stock-based compensation financial

"Compensation expense related to stock options and restricted stock amounted to defined amounts"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

standby letters of credit financial

"Standby letters of credit written are conditional commitments issued by the Bank"

A standby letter of credit is a bank’s written promise to pay a beneficiary if the customer fails to meet a contractual obligation, acting like a backup insurance policy that kicks in only if the borrower doesn’t pay or perform. Investors care because it reduces payment risk for counterparties and can create a potential obligation for the borrower’s finances, signaling how much external credit support or hidden risk a company has.

off-balance-sheet risk financial

"financial instruments with off-balance-sheet risk in the normal course of business"

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FAQ

How did Norwood Financial (NWFL) perform in the quarter ended June 30, 2026?

Norwood Financial generated net income of $9,328 thousand in Q2 2026, up from $6,205 thousand a year earlier. Net interest income rose to $26,839 thousand, supported by higher interest income on loans and securities despite increased funding costs and credit provisions.

What were Norwood Financial (NWFL)’s results for the first six months of 2026?

For the first half of 2026, Norwood Financial reported net income of $13,058 thousand, compared with $11,978 thousand in 2025. Basic earnings per share were $1.21 versus $1.30, as higher earnings were spread over a larger number of common shares.

How large is Norwood Financial (NWFL)’s balance sheet and deposit base as of June 30, 2026?

As of June 30, 2026, Norwood Financial reported total assets of $2,907,914 thousand and total deposits of $2,514,297 thousand. Loans receivable (net) were $2,237,181 thousand, and total stockholders’ equity stood at $289,640 thousand, reflecting growth including the PB Bankshares acquisition.

What were the key terms of Norwood Financial (NWFL)’s PB Bankshares acquisition?

In connection with the PB Bankshares, Inc. acquisition, Norwood Financial recorded fair value of assets acquired of $415,124 thousand and liabilities assumed of $407,217 thousand. The company issued shares with a fair value of $44,266 thousand and recognized goodwill of $7,108 thousand in the combination.

How did Norwood Financial (NWFL)’s comprehensive income change in the first half of 2026?

Comprehensive income for the six months ended June 30, 2026 was $9,858 thousand, down from $17,594 thousand in 2025. While net income increased, other comprehensive loss of $3,200 thousand from available-for-sale securities reduced total comprehensive income.

What are Norwood Financial (NWFL)’s off-balance sheet commitments as of June 30, 2026?

As of June 30, 2026, Norwood Financial reported total off-balance sheet commitments of $309,252 thousand. This included $105,930 thousand of commitments to grant loans, $188,574 thousand of unfunded credit lines, and $14,748 thousand in standby letters of credit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 0-28364

Norwood Financial Corp

(Exact name of registrant as specified in its charter)

Pennsylvania		23-2828306
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
717 Main Street, Honesdale, Pennsylvania		18431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (570) 253-1455

N/A

Former name, former address and former fiscal year, if changed since last report.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.10 per share		NWFL		The Nasdaq Stock Market LLC

Indicate by check (x) whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☒
				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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    ☐  Yes    ☒  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of August 1, 2026
Common stock, par value $0.10 per share		10,902,074

NORWOOD FINANCIAL CORP

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2026

		Page Number
PART I -	CONSOLIDATED FINANCIAL INFORMATION OF NORWOOD FINANCIAL CORP	3
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	53
Item 4.	Controls and Procedures	55
PART II -	OTHER INFORMATION	56
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	57
Item 4.	Mine Safety Disclosures	57
Item 5.	Other Information	57
Item 6.	Exhibits	57
Signatures		58

‎

2

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets (unaudited)

(dollars in thousands, except share and per share data)

	June 30,			December 31,
	2026			2025
ASSETS
Cash and due from banks	$	30,902		$	32,118
Interest-bearing deposits with banks		29,387			12,318
Cash and cash equivalents		60,289			44,436
Securities available for sale, at fair value (net of allowance for credit losses of $0)		438,967			408,782
Loans receivable (net of allowance for credit losses of $25,632 and $19,882)		2,237,181			1,833,540
Regulatory stock, at cost		6,399			6,623
Bank premises and equipment, net		25,262			22,971
Bank owned life insurance		55,404			46,089
Accrued interest receivable		10,568			9,250
Foreclosed real estate owned		771			771
Deferred tax assets, net		19,979			14,654
Goodwill		36,375			29,266
Other intangibles		3,153			98
Other assets		13,566			8,362
TOTAL ASSETS	$	2,907,914		$	2,424,842
LIABILITIES
Deposits:
Non-interest bearing demand	$	500,383		$	419,597
Interest-bearing		2,013,914			1,659,048
Total deposits		2,514,297			2,078,645
Short-term borrowings		—			14,714
Other borrowings		65,513			59,419
Accrued interest payable		8,977			12,138
Other liabilities		29,487			17,769
TOTAL LIABILITIES		2,618,274			2,182,685
STOCKHOLDERS’ EQUITY
Preferred stock, no par value per share,
authorized: 5,000,000 shares; issued: none		—			—
Common stock, $0.10 par value per share,
authorized: 20,000,000 shares,
issued: 2026: 11,183,140 shares, 2025: 9,516,503 shares		1,118			952
Surplus		174,337			127,426
Retained earnings		146,685			141,130
Treasury stock at cost: 2026: 290,841 shares; 2025: 222,645 shares		(7,957)			(6,008)
Accumulated other comprehensive loss		(24,543)			(21,343)
TOTAL STOCKHOLDERS’ EQUITY		289,640			242,157
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,907,914		$	2,424,842

See accompanying notes to the unaudited consolidated financial statements. 
‎

3

NORWOOD FINANCIAL CORP

Consolidated Statements of Income (unaudited)

(dollars in thousan ds, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
INTEREST INCOME
Loans receivable, including fees	$	35,585		$	27,115		$	69,458		$	53,103
Securities		4,495			3,871			8,605			7,742
Interest bearing deposits with other banks		377			220			777			446
Total interest income		40,457			31,206			78,840			61,291
INTEREST EXPENSE
Deposits		12,899			10,869			25,686			21,617
Short-term borrowings		32			211			92			669
Other borrowings		687			1,061			1,669			2,082
Total interest expense		13,618			12,141			27,447			24,368
NET INTEREST INCOME		26,839			19,065			51,393			36,923
PROVISION FOR CREDIT LOSSES
Provision for credit losses		1,851			841			3,356			1,764
Provision for off balance sheet commitments		93			109			47			43
Total provision for credit losses		1,944			950			3,403			1,807
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES		24,895			18,115			47,990			35,116
OTHER INCOME
Service charges and fees		1,666			1,514			3,421			3,027
Income from fiduciary activities		248			226			486			551
Gains on sales of loans, net		54			65			131			112
Earnings and proceeds on bank owned life insurance		326			266			640			552
Other		232			177			564			357
Total other income		2,526			2,248			5,242			4,599
OTHER EXPENSES
Salaries and employee benefits		8,674			6,605			17,223			13,077
Occupancy, furniture & equipment, net		1,569			1,349			3,294			2,727
Data processing and related operations		1,576			1,189			3,010			2,274
Taxes, other than income		174			192			376			385
Professional fees		596			623			1,422			1,282
Federal Deposit Insurance Corporation insurance		428			355			935			761
Foreclosed real estate		31			137			67			141
Amortization of intangibles		165			15			331			30
Merger-related expenses		53			—			4,994			—
Other		2,526			2,066			5,131			3,918
Total other expenses		15,792			12,531			36,783			24,595
INCOME BEFORE INCOME TAXES		11,629			7,832			16,449			15,120
INCOME TAX EXPENSE		2,301			1,627			3,391			3,142
NET INCOME	$	9,328		$	6,205		$	13,058		$	11,978
BASIC EARNINGS PER SHARE	$	0.86		$	0.67		$	1.21		$	1.30
DILUTED EARNINGS PER SHARE	$	0.86		$	0.67		$	1.21		$	1.30

See accompanying notes to the unaudited consolidated financial statements.

 
‎

4

NORWOOD FINANCIAL CORP

Consolidated Statements of Comprehensive Income (unaudited)

(dollars in thousands)

	Three Months Ended
	June 30,
	2026			2025
Net income	$	9,328		$	6,205
Other comprehensive (loss) income
Investment securities available for sale:
Unrealized holding (losses) gains		(522)			1,492
Tax effect		110			(313)
Other comprehensive (loss) income		(412)			1,179
Comprehensive Income	$	8,916		$	7,384

	Six Months Ended
	June 30,
	2026			2025
Net income	$	13,058		$	11,978
Other comprehensive (loss) income
Investment securities available for sale:
Unrealized holding (losses) gains		(4,051)			7,108
Tax effect		851			(1,492)
Other comprehensive (loss) income		(3,200)			5,616
Comprehensive Income	$	9,858		$	17,594

See accompanying notes to the unaudited consolidated financial statements.

‎

5

NORWOOD FINANCIAL CORP

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

Six Months Ended June 30, 2026 and 2025

(dollars in thousands, except share and per share data)

																				Accumulated
																				Other
		Common Stock									Retained			Treasury Stock						Comprehensive
		Shares			Amount			Surplus			Earnings			Shares			Amount			Loss			Total
Balance, December 31, 2025			9,516,503		$	952		$	127,426		$	141,130			222,645		$	(6,008)		$	(21,343)		$	242,157
Net income			-			-			-			13,058			-			-			-			13,058
Other comprehensive loss			-			-			-			-			-			-			(3,200)			(3,200)
PB Bankshares, Inc Acquisition			1,662,935			166			46,396			-			81,201			(2,296)			-			44,266
Cash dividends declared ($0.64 per share)			-			-			-			(7,503)			-			-			-			(7,503)
Acquisition of treasury stock			-			-			-			-			16			(1)			-			(1)
Compensation expense related to restricted stock			-			-			271			-			-			-			-			271
Director retainer stock			3,702			-			110			-			-			-			-			110
Stock options exercised			-			-			(14)			-			(13,021)			348			-			334
Compensation expense related to stock options			-			-			148			-			-			-			-			148
Balance, June 30, 2026			11,183,140		$	1,118		$	174,337		$	146,685			290,841		$	(7,957)		$	(24,543)		$	289,640
																				Accumulated
																				Other
		Common Stock									Retained			Treasury Stock						Comprehensive
		Shares			Amount			Surplus			Earnings			Shares			Amount			Loss			Total
Balance, December 31, 2024			9,487,068		$	949		$	126,514		$	124,963			214,161		$	(5,797)		$	(33,121)		$	213,508
Net income			-			-			-			11,978			-			-			-			11,978
Other comprehensive income			-			-			-			-			-			-			5,616			5,616
Cash dividends declared ($0.62 per share)			-			-			-			(5,742)			-			-			-			(5,742)
Acquisition of treasury stock			-			-			-			-			15,822			(349)			-			(349)
Compensation expense related to restricted stock			1,220			-			295			-			-			(62)			-			233
Director retainer stock			2,217			-			57			-			-			-			-			57
Compensation expense related to stock options			-			-			124			-			-			-			-			124
Balance, June 30, 2025			9,490,505		$	949		$	126,990		$	131,199			229,983		$	(6,208)		$	(27,505)		$	225,425

6

NORWOOD FINANCIAL CORP

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

Three Months Ended June 30, 2026 and 2025

(dollars in thousands, except share and per share data)

																				Accumulated
																				Other
		Common Stock									Retained			Treasury Stock						Comprehensive
		Shares			Amount			Surplus			Earnings			Shares			Amount			Loss			Total
Balance, March 31, 2026			11,181,491		$	1,118		$	174,078		$	140,843			291,325		$	(7,970)		$	(24,131)		$	283,938
Net income			-			-			-			9,328			-			-			-			9,328
Other comprehensive loss			-			-			-			-			-			-			(412)			(412)
Cash dividends declared ($0.32 per share)			-			-			-			(3,486)			-			-			-			(3,486)
Acquisition of treasury stock			-			-			-			-			16			(1)			-			(1)
Compensation expense related to restricted stock			-			-			135			-			-			-			-			135
Director retainer stock			1,649			-			50			-			-			-			-			50
Stock options exercised			-			-			-			-			(500)			14			-			14
Compensation expense related to stock options			-			-			74			-			-			-			-			74
Balance, June 30, 2026			11,183,140		$	1,118		$	174,337		$	146,685			290,841		$	(7,957)		$	(24,543)		$	289,640
																				Accumulated
																				Other
		Common Stock									Retained			Treasury Stock						Comprehensive
		Shares			Amount			Surplus			Earnings			Shares			Amount			Loss			Total
Balance, March 31, 2025			9,489,398		$	949		$	126,785		$	127,865			229,979		$	(6,208)		$	(28,684)		$	220,707
Net income			-			-			-			6,205			-			-			-			6,205
Other comprehensive income			-			-			-			-			-			-			1,179			1,179
Cash dividends declared ($0.31 per share)			-			-			-			(2,871)			-			-			-			(2,871)
Acquisition of treasury stock			-			-			-			-			4			-			-			-
Compensation expense related to restricted stock			-			-			116			-			-			-			-			116
Director retainer stock			1,107			-			27						-			-						27
Compensation expense related to stock options			-			-			62			-			-			-			-			62
Balance, June 30, 2025			9,490,505		$	949		$	126,990		$	131,199			229,983		$	(6,208)		$	(27,505)		$	225,425

See accompanying notes to the unaudited consolidated financial statements.

‎

7

NORWOOD FINANCIAL CORP

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)
	Six Months Ended June 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	13,058		$	11,978
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		3,403			1,807
Depreciation		872			658
Amortization of intangible assets		331			30
Deferred income taxes		(1,211)			(1,489)
Net accretion of securities premiums and discounts		(600)			(319)
Earnings and proceeds on life insurance policies		(640)			(552)
Loss on sales and write-downs of fixed assets and foreclosed real estate owned, net		71			—
Net amortization of loan fees		336			388
Net gain on sale of loans		(131)			(112)
Mortgage loans originated for sale		(5,263)			(5,584)
Proceeds from sale of loans originated for sale		5,394			5,696
Compensation expense related to stock options		148			124
Compensation expense related to restricted stock		271			233
Increase (decrease) in accrued interest receivable		162			(176)
Decrease in accrued interest payable		(4,442)			(1,640)
Other, net		3,144			4,811
Net cash provided by operating activities		14,903			15,853
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale:
Proceeds from maturities and principal reductions on mortgage-backed securities		35,188			30,223
Purchases		(50,097)			(27,410)
Purchase of regulatory stock		(4,183)			(10,946)
Redemption of regulatory stock		6,450			16,774
Net increase in loans		(64,737)			(71,844)
Proceeds from bank-owned life insurance		—			1,101
Purchase of premises and equipment		(953)			(2,609)
Acquisition, net of cash and cash equivalents acquired		57,020			—
Net cash used in investing activities		(21,312)			(64,711)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		79,056			138,671
Net decrease in short-term borrowings		(14,714)			(86,569)
Repayments of other borrowings		(35,743)			(56,443)
Proceeds from other borrowings		155			40,000
Stock options exercised		334			—
Purchase of treasury stock		(1)			(349)
Proceeds from capital issuance		166			—
Cash dividends paid		(6,991)			(5,746)
Net cash provided by financing activities		22,262			29,564
Increase (decrease) in cash and cash equivalents		15,853			(19,294)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		44,436			72,339
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	60,289		$	53,045

‎

8

NORWOOD FINANCIAL CORP

Consolidated Statements of Cash Flows (Unaudited) (continued)

(dollars in thousands)
	Six Months Ended June 30,
	2026			2025
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest on deposits and borrowings	$	30,608		$	26,008
Income taxes paid, net of refunds	$	1,175		$	196
Supplemental Schedule of Noncash Investing Activities:
Transfers of loans to foreclosed real estate and repossession of other assets	$	1,400		$	1,238
Dividends payable	$	3,486		$	2,871
Right of use for operating leases	$	1,596		$	—
Lease liability for operating leases	$	1,596		$	—

Merger with PB Bankshares
Fair Value of assets acquired in business combination, excluding cash (1)				$	415,124
Goodwill recorded (1)				$	7,108
Fair Value of liabilities assumed in business combination (1)				$	407,217
Fair Value of shares issued in business combination (1)				$	44,266

(1)Includes impact of PB Bankshares acquisition on January 5, 2026. See Note 13 to the Consolidated Financial Statements for more information.

See accompanying notes to the unaudited consolidated financial statements.

‎

9

Notes to the Unaudited Consolidated Financial Statements

1.           Basis of Presentation

The unaudited consolidated financial statements include the accounts of Norwood Financial Corp (the “Company”) and its wholly-owned subsidiary, Wayne Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp., and WTRO Properties, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles for interim financial statements and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. The financial statements reflect, in the opinion of management, all normal, recurring adjustments necessary to present fairly the consolidated financial position and results of operations of the Company. The operating results for the three-month and six-month periods ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other future interim period.

2.           Revenue Recognition

Under ASC Topic 606, management determined that the primary sources of revenue emanating from interest and dividend income on loans and investments along with noninterest revenue resulting from investment security gains, loan servicing, gains on the sale of loans sold and earnings on bank-owned life insurance are not within the scope of this Topic.

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three-month and six-month periods ended June 30:

	Three months ended
	June 30,
(dollars in thousands)
Noninterest Income	2026			2025
In-scope of Topic 606:
Service charges on deposit accounts	$	140		$	117
ATM fees		45			61
Overdraft fees		456			385
Safe deposit box rental		16			21
Loan related service fees		205			133
Debit card fees		677			555
Fiduciary activities		248			226
Commissions on mutual funds and annuities		83			194
Other income		232			177
Noninterest Income (in-scope of Topic 606)		2,102			1,869
Out-of-scope of Topic 606:
Loan servicing fees		44			48
Gains on sales of loans		54			65
Earnings on and proceeds from bank-owned life insurance		326			266
Noninterest Income (out-of-scope of Topic 606)		424			379
Total Noninterest Income	$	2,526		$	2,248

10

	Six months ended
	June 30,
(dollars in thousands)
Noninterest Income	2026			2025
In-scope of Topic 606:
Service charges on deposit accounts	$	294		$	227
ATM fees		82			155
Overdraft fees		877			748
Safe deposit box rental		54			46
Loan related service fees		358			281
Debit card fees		1,381			1,143
Fiduciary activities		486			551
Commissions on mutual funds and annuities		282			340
Other income		564			357
Noninterest Income (in-scope of Topic 606)		4,378			3,848
Out-of-scope of Topic 606:
Loan servicing fees		93			87
Gains on sales of loans		131			112
Earnings on and proceeds from bank-owned life insurance		640			552
Noninterest Income (out-of-scope of Topic 606)		864			751
Total Noninterest Income	$	5,242		$	4,599

3.          Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and restricted stock, and are determined using the treasury stock method.

The following table sets forth the weighted average shares outstanding used in the computations of basic and diluted earnings per share.

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Weighted average shares outstanding	10,891		9,260		10,859		9,264
Less: Unvested restricted shares	(57)		(52)		(57)		(52)
Basic EPS weighted average shares outstanding	10,834		9,208		10,802		9,212
Basic EPS weighted average shares outstanding	10,834		9,208		10,802		9,212
Add: Dilutive effect of stock options and restricted shares	15		2		15		2
Diluted EPS weighted average shares outstanding	10,849		9,210		10,817		9,214

For the three and six month periods ended June 30, 2026, there were 76,350 stock options that were anti-dilutive and thereby excluded from the earnings per share calculations based upon the closing price of the Company’s common stock of $32.15 per share as of June 30, 2026.

 For the three and six month periods ended June 30, 2025, there were 189,350 stock options that were anti-dilutive and thereby excluded from the earnings per share calculations based upon the closing price of the Company’s common stock of $25.78 per share as of June 30, 2025.

4.           Stock-Based Compensation

During the six-month period ended June 30, 2026, no stock options were granted. As of June 30, 2026, there was $147,420 of total unrecognized compensation cost related to non-vested stock options granted in 2025 under the 2024 Equity Incentive Plan, which will be fully realized by December 31, 2026. Compensation costs related to stock options amounted to $148,000 and $124,000 during the six-month periods ended June 30, 2026 and 2025, respectively.

11

A summary of the Company’s stock option activity for the six-month period ended June 30, 2026 is as follows:

			Weighted
			Average Exercise			Weighted Average			Aggregate
			Price			Remaining			Intrinsic Value
	Options		Per Share			Contractual Term			($000)
Outstanding at January 1, 2026	234,871		$	29.98		6.37	Yrs.		$	134
Granted	—			—		—
Exercised	(13,021)			25.69		4.96
Forfeited	(9,500)			32.31		4.98
Outstanding at June 30, 2026	212,350		$	30.10		6.01	Yrs.		$	476
Exercisable at June 30, 2026	173,350		$	30.25		5.24	Yrs.		$	385

Intrinsic value represents the amount by which the market price of the stock on the measurement date exceeded the exercise price of the option. The market price was $32.15 per share as of June 30, 2026 and $28.05 per share as of December 31, 2025.

A summary of the Company’s restricted stock activity for the six-month periods ended June 30, 2026 and 2025 is as follows:

	2026					2025
			Weighted-					Weighted-
			Average					Average
	Number of		Grant Date			Number of		Grant Date
	Restricted					Restricted
	Stock		Fair Value			Stock		Fair Value
Non-vested, January 1,	58,127		$	29.12		54,484		$	28.55
Granted	—			—		1,220			26.44
Vested	(501)			25.39		(1,400)			25.59
Forfeited	—			—		(2,147)			28.99
Non-vested, June 30,	57,626		$	29.15		52,157		$	28.56

The expected future compensation expense relating to the 57,626 shares of non-vested restricted stock outstanding as of June 30, 2026 is $1,419,000. This cost will be recognized over the remaining vesting period of 4.50 years. Compensation costs related to restricted stock amounted to $271,000 and $233,000 during the six-month periods ended June 30, 2026 and 2025, respectively.

5.           Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss (in thousands) by component net of tax for the three and six months ended June 30, 2026 and 2025:

	Unrealized losses on
	available for sale securities
	and pension liability (a)
Balance as of December 31, 2025	$	(21,343)
Other comprehensive loss before reclassification		(3,200)
Total other comprehensive loss		(3,200)
Balance as of June 30, 2026	$	(24,543)
	Unrealized gains on
	available for sale securities
	and pension liability (a)
Balance as of December 31, 2024	$	(33,121)
Other comprehensive income before reclassification		5,616
Total other comprehensive income		5,616
Balance as of June 30, 2025	$	(27,505)

12

	Unrealized gains (losses) on
	available for sale securities
	and pension liability (a)
Balance as of March 31, 2026	$	(24,131)
Other comprehensive loss before reclassification		(412)
Total other comprehensive loss		(412)
Balance as of June 30, 2026	$	(24,543)
	Unrealized losses on
	available for sale securities
	and pension liability (a)
Balance as of March 31, 2025	$	(28,684)
Other comprehensive income before reclassification		1,179
Total other comprehensive income		1,179
Balance as of June 30, 2025	$	(27,505)

(a)All amounts are net of tax. Amounts in parentheses indicate debits.

There were no amounts reclassified out of accumulated other comprehensive loss for the three and six months ended June 30, 2026 and 2025.

6.           Off-Balance Sheet Financial Instruments and Guarantees

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

A summary of the Bank’s financial instrument commitments is as follows:

(in thousands)	June 30,
	2026			2025
Commitments to grant loans	$	105,930		$	98,378
Unfunded commitments under lines of credit		188,574			158,382
Standby letters of credit		14,748			5,745
	$	309,252		$	262,505

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate.

The Bank does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Bank, generally, holds collateral and/or personal guarantees supporting these commitments. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees.

13

The allowance for credit loss on off-balance sheet commitments were $429,000 and $267,000, respectively, at June 30, 2026 and December 31, 2025.

7.Securities

The amortized cost, gross unrealized gains and losses, approximate fair value, and allowance for credit losses of securities available for sale were as follows:

	June 30, 2026
				Gross			Gross				Allowance
	Amortized			Unrealized			Unrealized				for Credit		Fair
	Cost			Gains			Losses				Losses		Value
	(In Thousands)
Available for Sale:
U.S. Treasury securities	$	18,902		$	1		$	(197)		$	-		$	18,706
U.S. Government agencies		8,000			5			(361)			-			7,644
States and political subdivisions		106,494			-			(14,736)			-			91,758
Corporate obligations		18,715			275			(51)			-			18,939
Mortgage-backed securities-
government sponsored entities		318,617			959			(17,656)			-			301,920
Total debt securities	$	470,728		$	1,240		$	(33,001)		$	-		$	438,967

	December 31, 2025
				Gross			Gross				Allowance
	Amortized			Unrealized			Unrealized				for Credit		Fair
	Cost			Gains			Losses				Losses		Value
	(In Thousands)
Available for Sale:
U.S. Treasury securities	$	20,834		$	32		$	(9)		$	-		$	20,857
U.S. Government agencies		8,000			26			(351)			-			7,675
States and political subdivisions		107,164			1			(14,665)			-			92,500
Corporate obligations		13,545			96			(90)						13,551
Mortgage-backed securities-
government sponsored entities		286,950			2,820			(15,571)			-			274,199
Total debt securities	$	436,493		$	2,975		$	(30,686)		$	-		$	408,782

The following tables summarize debt securities available for sale in a loss position for which an allowance for credit losses has not been recorded, aggregated by security type and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	June 30, 2026
	Less than 12 Months						12 Months or More						Total
	Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
U.S. Treasury securities	$	16,704		$	(197)		$	-		$	-		$	16,704		$	(197)
U.S. Government agencies		-			-			4,639			(361)			4,639			(361)
States and political subdivisions		2,601			(31)			87,482			(14,705)			90,083			(14,736)
Corporate obligations		4,656			(51)			-			-			4,656			(51)
Mortgage-backed securities-government sponsored entities		108,280			(1,699)			88,270			(15,957)			196,550			(17,656)
	$	132,241		$	(1,978)		$	180,391		$	(31,023)		$	312,632		$	(33,001)

14

	December 31, 2025
	Less than 12 Months						12 Months or More						Total
	Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
U.S. Treasury securities	$	14,837		$	(9)		$	-		$	-		$	14,837		$	(9)
U.S. Government agencies		-			-			4,649			(351)			4,649			(351)
States and political subdivisions		-			-			89,462			(14,665)			89,462			(14,665)
Corporate obligations		5,556			(90)			-			-			5,556			(90)
Mortgage-backed securities-government sponsored entities		11,979			(62)			103,744			(15,509)			115,723			(15,571)
	$	32,372		$	(161)		$	197,855		$	(30,525)		$	230,227		$	(30,686)

At June 30, 2026, the Company had 72 debt securities in an unrealized loss position in the less than twelve months category and 173 debt securities in the twelve months or more category. In Management’s opinion the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities. The Company concluded that the decline in the value of these securities was not indicative of a credit loss. The Company did not recognize any credit losses on these available for sale debt securities for the six months ended June 30, 2026 and 2025. The Company does not have the intent to sell the securities, and it is more likely than not that it will not have to sell the securities before recovery of its cost basis.

The amortized cost and fair value of debt securities as of June 30, 2026 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

	Available for Sale
	Amortized Cost			Fair Value
		(In Thousands)
Due in one year or less	$	5,385		$	5,384
Due after one year through five years		23,751			23,247
Due after five years through ten years		81,871			72,609
Due after ten years		41,104			35,807
		152,111			137,047
Mortgage-backed securities-government sponsored entities		318,617			301,920
	$	470,728		$	438,967

There were no sales of securities available for sale for the three and six months ended June 30, 2026 and 2025.

Securities with a carrying value of $277,707,000 and $264,698,000 at June 30, 2026 and December 31, 2025, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law.

15

8.Loans Receivable and Allowance for Credit Losses

Set forth below is selected data relating to the composition of the loan portfolio at the dates indicated (dollars in thousands):

	June 30, 2026						December 31, 2025
Real Estate Loans:
Residential	$	411,253		18.2	%		$	352,342		19.0	%
Commercial		1,023,616		45.2				750,249		40.5
Agricultural		65,783		2.9				59,202		3.2
Construction		130,491		5.8				85,393		4.6
Commercial loans		237,544		10.5				229,849		12.4
Other agricultural loans		22,334		1.0				26,430		1.4
Consumer loans to individuals		372,585		16.4				350,410		18.9
Total loans		2,263,606		100.0	%			1,853,875		100.0	%
Deferred fees, net		(793)						(453)
Total loans receivable		2,262,813						1,853,422
Allowance for credit losses		(25,632)						(19,882)
Net loans receivable	$	2,237,181					$	1,833,540

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in foreclosed real estate owned on the Consolidated Balance Sheets. As of June 30, 2026 and December 31, 2025, foreclosed real estate owned totaled $771,000 and $771,000, respectively. During the six months ended June 30, 2026, there were no additions to the foreclosed real estate category. As of June 30, 2026, the Company has initiated formal foreclosure proceedings on four properties classified as consumer residential mortgages with an aggregate carrying value of $120,000.

Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first four categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as nonperformance, repossession, or death occurs to raise awareness of a possible credit event. The Company’s Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis. Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration. Loan Review, in conjunction with a third-party consultant, also annually reviews all criticized credits and relationships of $1,500,000 and over to re-affirm risk ratings.

16

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of June 30, 2026 and December 31, 2025 (in thousands):

	Current			31-60 Days Past Due			61-90 Days Past Due			Greater than 90 Days Past Due and still accruing				Non-accrual		Total Past Due and Non-Accrual			Total Loans
June 30, 2026
Real Estate loans
Residential	$	408,206		$	652		$	986		$	-		$	1,409		$	3,047		$	411,253
Commercial		1,000,600			346			25			-			22,645			23,016			1,023,616
Agricultural		64,253			-			-			-			1,530			1,530			65,783
Construction		130,467			-			-			-			24			24			130,491
Commercial loans		236,567			834			21			-			122			977			237,544
Other agricultural loans		22,146			-			-			-			188			188			22,334
Consumer loans		369,962			907			278			-			1,438			2,623			372,585
Total	$	2,232,201		$	2,739		$	1,310		$	-		$	27,356		$	31,405		$	2,263,606

	Current			31-60 Days Past Due			61-90 Days Past Due			Greater than 90 Days Past Due and still accruing				Non-accrual		Total Past Due and Non-Accrual				Total Loans
December 31, 2025
Real Estate loans
Residential	$	350,711		$	438		$	274		$	-		$	919		$	1,631		$	352,342
Commercial		740,901			4,850			434			-			4,064			9,348			750,249
Agricultural		59,073			-			83			46			-			129			59,202
Construction		85,359			-			-			-			34			34			85,393
Commercial loans		228,074			1,618			33			56			68			1,775			229,849
Other agricultural loans		25,589			772			69			-			-			841			26,430
Consumer loans		348,115			862			281			21			1,131			2,295			350,410
Total	$	1,837,822		$	8,540		$	1,174		$	123		$	6,216		$	16,053		$	1,853,875

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the allowance for credit losses. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the allowance.

17

The following table presents the allowance for credit losses by the classes of the loan portfolio:

(In thousands)	Residential Real Estate			Commercial Real Estate				Agricultural Real Estate			Construction		Commercial				Other Agricultural		Consumer			Total
Beginning balance, December 31, 2025	$	2,271		$	7,534		$	395		$	1,471		$	3,011		$	282		$	4,918		$	19,882
Acquisition adjustment		124			3,425			62			188			457			16			(9)			4,263
Charge offs		-			(740)			-			-			(25)			-			(1,263)			(2,028)
Recoveries		24			16			-			-			54			-			65			159
(Release of) Provision for credit losses		693			803			87			581			92			(74)			1,174			3,356
Ending balance, June 30, 2026	$	3,112		$	11,038		$	544		$	2,240		$	3,589		$	224		$	4,885		$	25,632

(In thousands)	Residential Real Estate			Commercial Real Estate				Agricultural Real Estate			Construction		Commercial				Other Agricultural		Consumer			Total
Beginning balance, March 31, 2026	$	3,080		$	9,869		$	593		$	1,721		$	3,695		$	344		$	5,048		$	24,350
Acquisition adjustment		-			799			-			-			-			-			-			799
Charge offs		-			(740)			-			-			(1)			-			(670)			(1,411)
Recoveries		-			7			-			-			5			-			31			43
(Release of) Provision for credit losses		32			1,103			(49)			519			(110)			(120)			476			1,851
Ending balance, June 30, 2026	$	3,112		$	11,038		$	544		$	2,240		$	3,589		$	224		$	4,885		$	25,632

(In thousands)	Residential Real Estate			Commercial Real Estate				Agricultural Real Estate			Construction		Commercial				Other Agricultural		Consumer			Total
Beginning balance, December 31, 2024	$	1,146		$	11,406		$	48		$	884		$	1,732		$	162		$	4,465		$	19,843
Charge offs		-			(49)			-			-			-			(48)			(783)			(880)
Recoveries		-			-			-			-			96			-			85			181
(Release of) Provision for credit losses		(135)			(318)			(9)			279			105			50			1,792			1,764
Ending balance, June 30, 2025	$	1,011		$	11,039		$	39		$	1,163		$	1,933		$	164		$	5,559		$	20,908

(In thousands)	Residential Real Estate			Commercial Real Estate				Agricultural Real Estate			Construction		Commercial				Other Agricultural		Consumer			Total
Beginning balance, March 31, 2025	$	1,015		$	10,585		$	81		$	985		$	1,972		$	169		$	5,635		$	20,442
Charge offs		-			-			-			-			-			(10)			(454)			(464)
Recoveries		-			-			-			-			42			-			47			89
(Release of) Provision for credit losses		(4)			454			(42)			178			(81)			5			331			841
Ending balance, June 30, 2025	$	1,011		$	11,039		$	39		$	1,163		$	1,933		$	164		$	5,559		$	20,908

During the six months ended June 30, 2026, the Company recorded a provision for credit losses related to loans totaling $3,356,000. The increase in provision was due primarily to an increase in the consumer portfolio provision of $1,174,000, an increase in the commercial real estate portfolio provision of $803,000, an increase in the residential real estate portfolio provision of $693,000, and an increase of $686,000 in all other portfolios, net. Factors impacting the provision include changes in the cumulative loss rates applied to the respective loan pools due to loss activity being added or subtracted with the passage of time, charge-offs and recoveries, and variances in Qualitative Factors and Economic Factors. In addition, the Company recorded a one-time adjustment of $4,263,000 as a result of the PB Bankshares acquisition.

18

The cumulative loss rate used as the basis for the estimate of credit losses is comprised of the Company’s historical loss experience. The Company chose to apply qualitative factors based on “quantitative metrics” which link the quantifiable metrics to historical changes in the qualitative factor categories. The Company also chose to apply economic projections to the model. A select group of economic indicators was utilized which was then correlated to the historical loss experience of the Company and its peers. Based on the correlation results, the economic adjustments are then weighted for relevancy and applied to the individual loan pools.

The following table presents the carrying value of loans on nonaccrual status and loans past due over 90 days still accruing interest (in thousands):

		Nonaccrual			Nonaccrual						Loans Past Due
		with no			with			Total			Over 90 Days			Total
	ACL			ACL			Nonaccrual			Still Accruing			Nonperforming
June 30, 2026
Real Estate loans
Residential	$	1,409		$	-		$	1,409		$	-		$	1,409
Commercial		22,626			19			22,645			-			22,645
Agricultural		1,530			-			1,530			-			1,530
Construction		24			-			24			-			24
Commercial loans		122			-			122			-			122
Other agricultural loans		188			-			188			-			188
Consumer loans		294			1,144			1,438			-			1,438
Total	$	26,193		$	1,163		$	27,356		$	-		$	27,356

		Nonaccrual			Nonaccrual						Loans Past Due
		with no			with			Total			Over 90 Days			Total
	ACL			ACL			Nonaccrual			Still Accruing			Nonperforming
December 31, 2025
Real Estate loans
Residential	$	919		$	-		$	919		$	-		$	919
Commercial		4,045			19			4,064			-			4,064
Agricultural		-			-			-			46			46
Construction		34			-			34			-			34
Commercial loans		68			-			68			56			124
Other agricultural loans		-			-			-			-			-
Consumer loans		323			808			1,131			21			1,152
Total	$	5,389		$	827		$	6,216		$	123		$	6,339

19

Based on the most recent analysis performed, the following table presents the recorded investment in non-homogenous pools by internal risk rating systems (in thousands):

																		Revolving		Revolving
					Term Loans Amortized Costs Basis by Origination Year													Loans		Loans
																		Amortized		Converted
June 30, 2026						2026		2025		2024		2023		2022		Prior		Cost Basis		to Term		Total
Commercial real estate
Risk Rating
Pass					$	65,181	$	167,028	$	119,733	$	109,426	$	143,602	$	359,253	$	26,279	$	-	$	990,502
Special Mention						-		49		-		628		167		4,837		174		-		5,855
Substandard						500		-		5,316		-		11,719		9,724		-		-		27,259
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	65,681	$	167,077	$	125,049	$	110,054	$	155,488	$	373,814	$	26,453	$	-	$	1,023,616
Commercial real estate
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	740	$	-	$	-	$	740
Real Estate - Agriculture
Risk Rating
Pass					$	1,579	$	3,175	$	3,878	$	3,241	$	7,985	$	31,935	$	736	$	-	$	52,529
Special Mention						1,150		151		615		-		2,520		2,066		1,000		-		7,502
Substandard						3,530		-		661		-		-		1,544		17		-		5,752
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	6,259	$	3,326	$	5,154	$	3,241	$	10,505	$	35,545	$	1,753	$	-	$	65,783
Real Estate - Agriculture
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Commercial loans
Risk Rating
Pass					$	7,062	$	49,283	$	35,481	$	20,130	$	25,250	$	30,579	$	65,002	$	-	$	232,787
Special Mention						-		20		231		564		348		270		250		-		1,683
Substandard						-		-		-		553		281		1,166		1,074		-		3,074
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	7,062	$	49,303	$	35,712	$	21,247	$	25,879	$	32,015	$	66,326	$	-	$	237,544
Commercial loans
Current period gross charge-offs					$	-	$	-	$	6	$	19	$	-	$	-	$	-	$	-	$	25
Other agricultural loans
Risk Rating
Pass					$	748	$	2,399	$	1,945	$	961	$	1,502	$	3,179	$	6,692	$	-	$	17,426
Special Mention						-		137		387		-		492		66		-		-		1,082
Substandard						2,131		-		195		-		-		-		1,500		-		3,826

20

Doubtful						-		-		-		-		-		-		-		-		-
Total					$	2,879	$	2,536	$	2,527	$	961	$	1,994	$	3,245	$	8,192	$	-	$	22,334
Other agricultural loans
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Total
Risk Rating
Pass					$	74,570	$	221,885	$	161,037	$	133,758	$	178,339	$	424,946	$	98,709	$	-	$	1,293,244
Special Mention						1,150		357		1,233		1,192		3,527		7,239		1,424		-		16,122
Substandard						6,161		-		6,172		553		12,000		12,434		2,591		-		39,911
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	81,881	$	222,242	$	168,442	$	135,503	$	193,866	$	444,619	$	102,724	$	-	$	1,349,277

‎

21

																		Revolving		Revolving
					Term Loans Amortized Costs Basis by Origination Year													Loans		Loans
																		Amortized		Converted
December 31, 2025						2025		2024		2023		2022		2021		Prior		Cost Basis		to Term		Total
Commercial real estate
Risk Rating
Pass					$	114,399	$	98,460	$	67,351	$	114,785	$	84,564	$	231,547	$	20,653	$	-	$	731,759
Special Mention						50		-		630		204		2,493		4,335		198		-		7,910
Substandard						-		135		-		-		2,413		7,632		400		-		10,580
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	114,449	$	98,595	$	67,981	$	114,989	$	89,470	$	243,514	$	21,251	$	-	$	750,249
Commercial real estate
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	63	$	-	$	-	$	63
Real Estate - Agriculture
Risk Rating
Pass					$	3,016	$	4,027	$	3,287	$	10,789	$	3,536	$	30,851	$	361	$	-	$	55,867
Special Mention						152		1,479		-		-		-		1,684		-		-		3,315
Substandard						-		-		-		-		-		-		20		-		20
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	3,168	$	5,506	$	3,287	$	10,789	$	3,536	$	32,535	$	381	$	-	$	59,202
Real Estate - Agriculture
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Commercial loans
Risk Rating
Pass					$	58,956	$	40,670	$	23,869	$	24,385	$	13,051	$	18,356	$	46,495	$	-	$	225,782
Special Mention						35		-		578		22		109		259		88		-		1,091
Substandard						-		6		309		317		550		794		1,000		-		2,976
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	58,991	$	40,676	$	24,756	$	24,724	$	13,710	$	19,409	$	47,583	$	-	$	229,849
Commercial loans
Current period gross charge-offs					$	-	$	-	$	-	$	100	$	-	$	-	$	-	$	-	$	100
Other agricultural loans
Risk Rating
Pass					$	3,291	$	2,706	$	1,320	$	2,330	$	1,995	$	3,423	$	7,453	$	-	$	22,518
Special Mention						-		367		-		-		-		1,281		789		-		2,437
Substandard						-		-		-		-		-		-		1,475		-		1,475
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	3,291	$	3,073	$	1,320	$	2,330	$	1,995	$	4,704	$	9,717	$	-	$	26,430

22

Other agricultural loans
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	48	$	-	$	-	$	48
Total
Risk Rating
Pass					$	179,662	$	145,863	$	95,827	$	152,289	$	103,146	$	284,177	$	74,962	$	-	$	1,035,926
Special Mention						237		1,846		1,208		226		2,602		7,559		1,075		-		14,753
Substandard						-		141		309		317		2,963		8,426		2,895		-		15,051
Doubtful						-		-		-		-		-		-		-		-		-
Total					$	179,899	$	147,850	$	97,344	$	152,832	$	108,711	$	300,162	$	78,932	$	-	$	1,065,730

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The Company monitors the credit risk profile by payment activity for residential and consumer loan classes. Loans past due over 90 days and loans on nonaccrual status are considered nonperforming. Nonperforming loans are reviewed monthly. The following table presents the carrying value of residential and consumer loans based on payment activity (in thousands):

																		Revolving		Revolving
					Term Loans Amortized Costs Basis by Origination Year													Loans		Loans
																		Amortized		Converted
June 30, 2026						2026		2025		2024		2023		2022		Prior		Cost Basis		to Term		Total
Residential real estate
Payment Performance
Performing					$	15,345	$	33,090	$	41,691	$	39,076	$	57,170	$	175,672	$	47,800	$	-	$	409,844
Nonperforming						-		-		-		125		290		937		57		-		1,409
Total					$	15,345	$	33,090	$	41,691	$	39,201	$	57,460	$	176,609	$	47,857	$	-	$	411,253
Residential real estate
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Construction
Payment Performance
Performing					$	40,947	$	44,380	$	22,873	$	18,008	$	718	$	324	$	3,217	$	-	$	130,467
Nonperforming						-		-		-		-		24		-		-		-		24
Total					$	40,947	$	44,380	$	22,873	$	18,008	$	742	$	324	$	3,217	$	-	$	130,491
Construction
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Consumer loans to individuals
Payment Performance
Performing					$	85,273	$	118,221	$	77,848	$	48,048	$	24,845	$	15,455	$	1,457	$	-	$	371,147
Nonperforming						-		213		376		324		372		153		-		-		1,438
Total					$	85,273	$	118,434	$	78,224	$	48,372	$	25,217	$	15,608	$	1,457	$	-	$	372,585
Consumer loans to individuals
Current period gross charge-offs					$	125	$	143	$	384	$	253	$	271	$	87	$	-	$	-	$	1,263
Total
Payment Performance
Performing					$	141,565	$	195,691	$	142,412	$	105,132	$	82,733	$	191,451	$	52,474	$	-	$	911,458
Nonperforming						-		213		376		449		686		1,090		57		-		2,871
Total					$	141,565	$	195,904	$	142,788	$	105,581	$	83,419	$	192,541	$	52,531	$	-	$	914,329

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																		Revolving		Revolving
					Term Loans Amortized Costs Basis by Origination Year													Loans		Loans
																		Amortized		Converted
December 31, 2025						2025		2024		2023		2022		2021		Prior		Cost Basis		to Term		Total
Residential real estate
Payment Performance
Performing					$	28,385	$	41,869	$	38,305	$	54,474	$	47,475	$	105,711	$	35,204	$	-	$	351,423
Nonperforming						-		-		125		147		170		420		57		-		919
Total					$	28,385	$	41,869	$	38,430	$	54,621	$	47,645	$	106,131	$	35,261	$	-	$	352,342
Residential real estate
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	63	$	-	$	-	$	63
Construction
Payment Performance
Performing					$	37,511	$	26,381	$	17,070	$	656	$	289	$	91	$	3,361	$	-	$	85,359
Nonperforming						-		-		-		34		-		-		-		-		34
Total					$	37,511	$	26,381	$	17,070	$	690	$	289	$	91	$	3,361	$	-	$	85,393
Construction
Current period gross charge-offs					$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Consumer loans to individuals
Payment Performance
Performing					$	137,403	$	94,951	$	61,651	$	33,145	$	9,385	$	11,363	$	1,360	$	-	$	349,258
Nonperforming						54		285		311		344		61		97		-		-		1,152
Total					$	137,457	$	95,236	$	61,962	$	33,489	$	9,446	$	11,460	$	1,360	$	-	$	350,410
Consumer loans to individuals
Current period gross charge-offs					$	26	$	458	$	685	$	419	$	151	$	94	$	-	$	-	$	1,833
Total
Payment Performance
Performing					$	203,299	$	163,201	$	117,026	$	88,275	$	57,149	$	117,165	$	39,925	$	-	$	786,040
Nonperforming						54		285		436		525		231		517		57		-		2,105
Total					$	203,353	$	163,486	$	117,462	$	88,800	$	57,380	$	117,682	$	39,982	$	-	$	788,145

Occasionally, the Bank modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, and other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

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In some cases, the Bank provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. During the six months ended June 30, 2026, there were modifications made to borrowers experiencing financial difficulty consisting of 14 loan relationships. The following table presents modifications made to borrowers experiencing financial difficulty:

Significant Payment Delay
		Amortized Cost Basis at June 30, 2026			% of Total Class of Financing Receivable				Financial Effect
		(in thousands)
Commercial real estate loans	$	701			0.07	%			Deferred principal for 4-8 months
Agricultural real estate loans		565			0.86				Deferred principal for 6 months
Commercial loans		761			0.32				Deferred principal for 7-12 months
Consumer loans to individuals		7			—				Deferred principal for 5 months
Total	$	2,034
Term Extension
		Amortized Cost Basis at June 30, 2026			% of Total Class of Financing Receivable				Financial Effect
		(in thousands)
Commercial real estate loans	$	307			0.03	%			Added a weighted-average 5.8 years to the life of loans
Agricultural real estate loans		3,576			5.44				Added a weighted-average 19.8 years to the life of loans
Commercial loans		20			0.01				Added a weighted-average 2.6 years to the life of loans
Other agricultural loans		2,132			9.55				Added a weighted-average 10.0 years to the life of loans
Total	$	6,035
Combination -Significant Payment Delay and Term Extension
		Amortized Cost Basis at June 30, 2026			% of Total Class of Financing Receivable				Financial Effect
Commercial real estate loans	$	534			0.05	%			Deferred principal for 14 months and extended term by 14 months
Agricultural real estate loans		615			0.93				Deferred principal for 8-10 months and added a weighted-average 1.0 years to the life of the loans
Commercial loans		499			0.21				Deferred principal for 6 months and extended term by 6 months
Total	$	1,648

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The following table provides the amortized cost basis of financing receivables that had a payment default during the period and were modified (in thousands):

Amortized Cost Basis of Modified Loans That Subsequently Defaulted
		Significant Payment Delay
Agricultural real estate loans	$	435
Commercial loans		41
Consumer loans to individuals		7
	$	483

The following table depicts the performance of loans that have been modified during the period for which a payment default has occurred (in thousands):

Payment Status (Amortized Cost Basis)
		30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total Past Due
Agricultural real estate loans	$	435	$	-	$	-	$	435
Commercial loans		41		-		-		41
Consumer loans to individuals		7		-		-		7
	$	483	$	-	$	-	$	483

The Company’s primary business activity as of June 30, 2026 was with customers located in northeastern and southeastern Pennsylvania, and the New York counties of Delaware, Sullivan, Ontario, Otsego and Yates. Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to repay their loans is influenced by the region’s economy.

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As of June 30, 2026, the Company considered its concentration of credit risk to be acceptable. The highest concentrations are in commercial rentals with $278.4 million of loans outstanding, or 12.3% of total loans outstanding, and hotels/motels with loans outstanding of $191.9 million, or 8.5% of loans outstanding. For the six months ended June 30, 2026, the Company recognized charge offs of $10,000 on commercial rentals and $0 on hotels/motels. The following table presents additional details regarding the Company’s largest loan concentrations by industry as of June 30, 2026 (in thousands):

Account Type			Outstanding as of June 30, 2026			Percent of Loans as of June 30, 2026
Commercial Rentals		$	278,416			12.30	%
Hotels/Motels			191,850			8.48
Residential Rentals			165,124			7.30
Fuel/Gas Stations			49,776			2.20
Builders/Contractors			46,643			2.06
Resorts			40,404			1.79
Dairy Cattle/Milk Product			39,766			1.76
Camps			29,025			1.28
Government Support			23,238			1.03
Mobile Home Park			19,521			0.86
Wineries			19,521			0.86
Account Type			Outstanding as of December 31, 2025			Percent of Loans as of December 31, 2025
Commercial Rentals		$	178,684			9.68	%
Hotels/Motels			125,089			6.78
Residential Rentals			116,639			6.32
Fuel/Gas Stations			50,337			2.73
Dairy Cattle/Milk Product			42,777			2.32
Resorts			39,435			2.14
Builders/Contractors			36,650			1.99
Government Support			29,919			1.62
Camps			22,998			1.25
Mobile Home Park			19,967			1.08
Wineries			19,935			1.08

9.          Fair Value of Assets and Liabilities

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Financial Statements. Those assets and liabilities are presented in the sections entitled “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis” and “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis”. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

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Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 16 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2026 and December 31, 2025 are as follows:

		Fair Value Measurement Using
		Reporting Date
Description		Total			Level 1			Level 2			Level 3
June 30, 2026		(In thousands)
ASSETS
Available for Sale:
U.S. Treasury securities		$	18,706		$	18,706		$	-		$	-
U.S. Government agencies			7,644			-			7,644			-
States and political subdivisions			91,758			-			91,758			-
Corporate obligations			18,939			-			18,939			-
Mortgage-backed securities-government
sponsored entities			301,920			-			301,920			-
Interest rate derivatives			803			-			803			-
LIABILITIES
Interest rate swaps			803			-			803			-
Description		Total			Level 1			Level 2			Level 3
December 31, 2025		(In thousands)
ASSETS
Available for Sale:
U.S. Treasury securities		$	20,857		$	20,857		$	-		$	-
U.S. Government agencies			7,675			-			7,675			-
States and political subdivisions			92,500			-			92,500			-
Corporate obligations			13,551			-			13,551			-
Mortgage-backed securities-government
sponsored entities			274,199			-			274,199			-
Interest rate derivatives			771			-			771			-
LIABILITIES
Interest rate swaps			771			-			771			-

Securities:

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along

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with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Interest Rate Swaps:

The fair value of interest rate swaps is based upon the present value of the expected future cash flows using the Secured Overnight Financing Rate (“SOFR”) swap curve, the basis for the underlying interest rate. To price interest rate swaps, cash flows are first projected for each payment date using the fixed rate for the fixed side of the swap and the forward rates for the floating side of the swap. These swap cash flows are then discounted to time zero using SOFR zero-coupon interest rates. The sum of the present value of both legs is the fair market value of the interest rate swap. These valuations have been derived from our third party vendor’s proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions that we believe to be reasonable.

Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2026 and December 31, 2025 are as follows:

					Fair Value Measurement Using Reporting Date
(In thousands)
Description		Total			Level 1			Level 2			Level 3
June 30, 2026
Individually analyzed loans held for investment		$	29,175		$	-		$	-		$	29,175
Foreclosed Real Estate Owned			771			-			-			771
December 31, 2025
Individually analyzed loans held for investment		$	7,923		$	-		$	-		$	7,923
Foreclosed Real Estate Owned			771			-			-			771

Individually analyzed loans held for investment:

The Company measures impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

As of June 30, 2026, the fair value investment in individually analyzed loans totaled $29,175,000, which included 64 loan relationships with a carrying value of $26,592,000 that did not require a specific allowance for credit loss since either the estimated realizable value of the collateral or the discounted cash flows exceeded the recorded investment in the loan. As of June 30, 2026, the Company has recognized charge-offs against the allowance for credit losses on these individually analyzed loans in the amount of $40,000. As of June 30, 2026, the fair value investment in individually analyzed loans included 50 loan relationships with a carrying value of $3,259,000 that required a valuation allowance of $676,000 since the estimated realizable value of the collateral did not support the recorded investment in the loan. As of June 30, 2026, the Company has recognized charge-offs against the allowance for credit losses on these individually analyzed loans in the amount of $0 over the life of the loan.

As of December 31, 2025, the fair value investment in individually analyzed loans totaled $7,923,000, which included 51 loan relationships with a carrying value of $5,492,000 that did not require a specific allowance for credit loss since either the estimated realizable value of the collateral or the discounted cash flows exceeded the recorded investment in the loan. As of December 31, 2025, the Company has recognized charge-offs against the allowance for credit losses on these individually analyzed loans in the amount of $0 over the life of the loans. As of December 31, 2025, the fair value investment in individually analyzed loans included 40 loan relationships with a carrying value of $2,976,000 that required a valuation allowance of $293,000 since the estimated realizable value of the collateral did not support the recorded investment in the loan. As of December 31, 2025, the Company has recognized charge-offs against the allowance for credit losses on these individually analyzed loans in the amount of $0 over the life of the loan.

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The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands)	Fair Value Estimate			Valuation Techniques	Unobservable Input		Range (Weighted Average)
June 30, 2026
Individually analyzed loans held for investment	$	29,175		Appraisal of collateral(1)	Appraisal adjustments(2)		0%-100.0% (9.54%)
Foreclosed real estate owned	$	771		Appraisal of collateral(1)	Liquidation Expenses(2)		19.7% (19.7%)

	Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands)	Fair Value Estimate			Valuation Techniques	Unobservable Input		Range (Weighted Average)
December 31, 2025
Individually analyzed loans held for investment	$	7,923		Appraisal of collateral(1)	Appraisal adjustments(2)		0%-20.0% (7.51%)
Foreclosed real estate owned	$	771		Appraisal of collateral(1)	Liquidation Expenses(2)		11.3% (11.3%)

(1)Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable, less any associated allowance.

(2)Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

Assets and Liabilities Not Required to be Measured or Reported at Fair Value

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at June 30, 2026 and December 31, 2025.

Loans receivable (carried at cost):

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Mortgage servicing rights (carried at lower of cost or fair value)

The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights. Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

Deposit liabilities (carried at cost):

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

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Other borrowings (carried at cost):

Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a fair value that is deemed to represent the transfer price if the liability were assumed by a third party.

The estimated fair values of the Bank’s financial instruments not required to be measured or reported at fair value were as follows at June 30, 2026 and December 31, 2025. ($ in thousands)

	Fair Value Measurements at June 30, 2026
							Quoted Prices in Active ‎Markets for Identical Assets			Significant Other Observable ‎Inputs			Significant Unobservable Inputs
	Carrying Amount			Fair Value			Level 1			Level 2			Level 3
Financial assets:
Cash and cash equivalents (1)	$	60,289		$	60,289		$	60,289		$	-		$	-
Loans receivable, net		2,237,181			2,248,522			-			-			2,248,522
Mortgage servicing rights		240			703			-			-			703
Regulatory stock (1)		6,399			6,399			6,399			-			-
Bank owned life insurance (1)		55,404			55,404			55,404			-			-
Accrued interest receivable (1)		10,568			10,568			10,568			-			-
Financial liabilities:
Deposits		2,514,297			2,509,065			1,456,774			-			1,052,291
Short-term borrowings (1)		-			-			-			-			-
Other borrowings		65,513			65,389			-			-			65,389
Accrued interest payable (1)		8,668			8,668			8,668			-			-

	Fair Value Measurements at December 31, 2025
	Carrying Amount			Fair Value			Level 1			Level 2			Level 3
Financial assets:
Cash and cash equivalents (1)	$	44,436		$	44,436		$	44,436		$	-		$	-
Loans receivable, net		1,833,540			1,841,753			-			-			1,841,753
Mortgage servicing rights		238			673			-			-			673
Regulatory stock (1)		6,623			6,623			6,623			-			-
Bank owned life insurance (1)		46,089			46,089			46,089			-			-
Accrued interest receivable (1)		9,250			9,250			9,250			-			-
Financial liabilities:
Deposits		2,078,645			2,076,705			1,213,279			-			863,426
Short-term borrowings (1)		14,714			14,714			14,714			-			-
Other borrowings		59,419			59,635			-			-			59,635
Accrued interest payable (1)		12,138			12,138			12,138			-			-

(1)This financial instrument is carried at cost, which approximates the fair value of the instrument.

10.Interest Rate Swaps

The Company enters into interest rate swaps that allow our commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate into a fixed-rate. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815 and are not marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. There was no effect on earnings in any periods presented. At June 30, 2026 and December 31, 2025, based upon the swap contract values, the Company pledged cash in the amount of $350,000 as collateral for its interest rate swaps

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with a third-party financial institution. The fair value of the swaps as of June 30, 2026 and December 31, 2025 was $803,000 and $771,000, respectively.

Summary information regarding these derivatives is presented below

(Amounts in thousands)
		Notional Amount										Fair Value
			June 30, 2026			December 31, 2025		Interest Rate Paid		Interest Rate Received			June 30, 2026			December 31, 2025
Customer interest rate swap
Maturing November, 2030		$	5,165		$	5,366	Term SOFR + Margin			Fixed		$	491		$	471
Maturing December, 2030			3,327			3,474	Term SOFR + Margin			Fixed			312			300
Total		$	8,492		$	8,840						$	803		$	771
Third party interest rate swap
Maturing November, 2030		$	5,165		$	5,366		Fixed	Term SOFR + Margin			$	491		$	471
Maturing December, 2030			3,327			3,474		Fixed	Term SOFR + Margin				312			300
Total		$	8,492		$	8,840						$	803		$	771

The following table presents the fair values of derivative instruments in the Consolidated Balance Sheet.

		(Amounts in thousands)
		Assets				Liabilities
		Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
June 30, 2026
Interest rate derivatives		Other assets	$	803		Other liabilities	$	803
December 31, 2025
Interest rate derivatives		Other assets		771		Other liabilities		771

11.New and Recently Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. This ASU requires disclosure in the notes to financial statements of specified information about certain costs and expenses. Specific disclosures are required for (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas producing activities. The amendments in this update do not change or remove current expense disclosure requirements. However, the amendments affect where this information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The amendments in ASU 2024-03 apply only to public business entities and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its financial statements.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities

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within the ASU’s scope are permitted to early adopt the ASU. The Company is currently evaluating the impact of this new guidance on its financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software that is developed using an incremental and iterative method (e.g., agile method). The guidance removes all references to project stages in ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The guidance specifies that the property, plant, and equipment disclosure requirements under ASC 360-10 apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The guidance, which applies to all entities, is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective, or modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its financial statements.

In 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which (1) refines the scope of the guidance on derivatives in ASC 815 (Issue 1) and (2) clarifies the guidance on share-based payments from a customer in ASC 606 (Issue 2). The ASU is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts. The ASU adds a new scope exception for certain contracts that are not traded on an exchange and have an underlying that is based on operations or activities specific to one of the parties to the contract. This ASU clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of ASC 606. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its financial statements.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments – Credit Losses (Topic 326), which amends the guidance in Topic 326 to expand the population of acquired financial assets subject to the gross-up approach to include loans (excluding credit cards) that are acquired without credit deterioration and deemed “seasoned.” All non-purchased credit deteriorated loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-purchased credit deteriorated loans (excluding credit cards) are considered to be seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. ASU 2025-08 should be applied prospectively and is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption is permitted.  The Company early adopted ASU 2025-08.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), which amends certain aspects of the hedge accounting guidance in ASC 815 to more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments, among other things, provide more flexibility for cash flow hedges and hedging of raw materials and other nonfinancial assets, as well as simplify hedge accounting for flexible debt and foreign currency debt. ASU 2025-09 should be applied prospectively for public business entities for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. For all other entities, the ASU is to be applied prospectively and is effective for fiscal years beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. Early adoption is permitted.  The Company is currently evaluating the impact of this new guidance on its financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, to clarify interim disclosure requirements, the form and content of interim financial statements, and when ASC Topic 270 applies. The amendments in the ASU provide a list of specific interim disclosures that are required by generally accepted accounting principles (GAAP), which, together with the disclosure principle, represent the complete population of required disclosures in interim reporting periods. The intent of the disclosure principle is to help entities determine whether any disclosures not specified in Topic 270 should be provided in interim reporting periods. ASU 2025-11 may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements for public business entities for interim periods in fiscal years beginning after December 15, 2027, and all other entities in interim periods in fiscal years beginning after December 15, 2028.  The Company is currently evaluating the impact of this new guidance on its financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to address 33 issues that amend the Codification to (1) clarify, (2) correct errors, or (3) make minor improvements that affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. The amendments make the Codification easier to understand and apply. The amendments in this Update are effective for all entities for annual reporting periods beginning after

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December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of this new guidance on its financial statements.

12.Segment Reporting

ASC Topic 280 – Segment Reporting identifies operating segments as components of an enterprise which are evaluated regularly by the Company’s Chief Operating Decision Maker, our Chief Executive Officer, in deciding how to develop strategy, allocate resources and assess performance.

The Company acts as an independent community financial services provider and offers traditional banking related financial services to individual, business and government customers. Through its Community Office and automated teller machine network, the Company offers a full array of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of safe deposit services. The Company also performs personal, corporate, pension and fiduciary services through its Trust Department.

Operating segments are aggregated into one segment, as operating results for all segments are similar. Accordingly, all the financial service operations are considered by management to be aggregated in one reportable operating segment, Community Banking.

The Chief Operating Decision Maker assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. Net income is used to monitor budget versus actual results.

The Chief Operating Decision Maker uses revenue streams and significant expenses to assess performance and evaluate return on assets and return on equity. The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis and budget to actual results are used in assessing performance and in establishing compensation.

The accounting policies for the Community Banking segment are the same as those of our consolidated entity, which are described in Note 2 in the Annual Report filed on Form 10-K. Information utilized in the performance assessment by the Chief Operating Decision Maker is consistent with the level of aggregation disclosed in the Consolidated Statement of Income. The measure of segment assets is reported on the balance sheet as total consolidated assets.

13.Acquisition of PB Bankshares, Inc. and Presence Bank

On January 5, 2026, the Company and the Bank completed its previously announced acquisition of PB Bankshares, Inc. ("PB Bankshares") and its subsidiary bank, Presence Bank, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated as of July 7, 2025. Under the terms of the Merger Agreement, PB Bankshares merged with and into the Company, with the Company as the surviving entity (“Merger”), and immediately following the Merger, Presence Bank merged with and into the Bank, with the Bank as the surviving bank.

Presence Bank conducted its business from offices and two loan production offices in Chester, Lancaster and Dauphin Counties, Pennsylvania. Presence Bank’s primary market area for deposits includes the communities in which it maintains banking offices, while its primary lending market area is broader and includes customers in Lebanon and Cumberland Counties in Pennsylvania. 

Pursuant to the Merger Agreement, 80% of PB Bankshares’ common stock were converted into Company common stock while the remaining 20% were exchanged for cash. PB Bankshares’ stockholders had the option to elect to receive either 0.7850 shares of Company common stock or $19.75 in cash for each common share of PB Bankshares they own. The election was subject to proration to ensure that, in the aggregate, 80% of the transaction consideration was paid in the form of Company common stock. In accordance with the Merger Agreement, the Presence Bank ESOP was terminated shortly after the closing date and of the transaction (the “ESOP Termination Date”) and the Company paid off the ESOP loan via the return of common stock issued and recorded as treasury shares.

In addition, per the Merger Agreement, each option to acquire shares of PB Common Stock that was outstanding and unexercised became vested and was converted into the right to receive from Norwood Financial a cash payment equal to the product of (i) the number of shares of PB Bankshares Common Stock subject to the PB Bankshares Stock Option, multiplied by (ii) the amount by which the Cash Consideration (the “Option Payment Amount”) exceeds the exercise price of such PB Bankshares Stock Option. To follow is a summary of the purchase price for the merger which totaled $60.0 million.

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The following table summarizes the purchase of PB Bankshares, Inc. as of January 5, 2026:

(Dollars in Thousands, Except Per Share Data)
Purchase Price Consideration - Common Stock (excluding ESOP Loan Settlement)
PB Bankshares, Inc. common shares settled for common stock		2,648,186
PB Bankshares, Inc. common shares to be exchanged for stock consideration - 80% of adjusted shares outstanding		2,118,549
Exchange Ratio		0.7850
Norwood Financial Corp. shares to be issued in the merger and excludes fractional shares		1,662,933
Fair Value price per share of Norwood Financial Corp. common stock	$	28.00
Fair value of Purchase Price Consideration for Common Stock Issued				$	46,562
Shares used to terminate ESOP Loan - recorded as Norwood Treasury Shares
ESOP Loan Balance		2,296
Norwood Financial Corp. closing stock price	$	28.28
Shares of Norwood Financial Corp., Common Stock to pay off ESOP Loan		(81,201)
Impact of ESOP Loan Settlement					(2,296)
Total Fair Value of Purchase Price Consideration for Common Stock					44,266
Fair Value of Purchase Price Cash Consideration
PB Bankshares, Inc. common shares settled for cash		529,637
Purchase price assigned to cash consideration	$	19.75
Cash consideration for Common Stock					10,460
Cash in lieu of fractional shares					4
Purchase Price Consideration in Cash for PB Bankshares, Inc.'s Outstanding Stock Options
PB Bankshares, Inc. stock options outstanding		169,144
Cash price to pay out options	$	19.75
Weighted average strike price for options	$	12.28
In-the-money value for PB Bankshares, Inc. stock	$	7.47
Purchase price assigned to PB Bankshares, Inc. stock					1,264
Total Purchase Price Assigned to Cash Consideration					11,728
Total Purchase Price for Accounting Purposes					55,994

Pursuant to accounting standards, the Company assigned a fair value to the assets acquired and liabilities assumed of PB Bankshares. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The assets acquired and liabilities assumed in the acquisition of PB Bankshares were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition. The items most susceptible to adjustment are the fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition. The Company is continuing to finalize the fair values of all aspects of the acquisition.

Goodwill represents consideration transferred in excess of the fair value of the net assets acquired. The goodwill resulting from the acquisition represents the value expected from the expansion of the Company's market and enhancement of operations and efficiencies. Goodwill acquired in the acquisition is not deductible for tax purposes.

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The following tables provides a summary of the consideration transferred and the fair value of the assets acquired, and liabilities assumed as of the date of the Merger, and as a result of the Merger, the Corporation recorded goodwill totaling $7.1 million at January 5, 2026.

(Dollars in Thousands)
Total Purchase Price For Accounting Purposes				$	55,994
Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value
Cash and cash equivalents	$	40,979
Federal funds		27,769
Securities, available for sale		18,787
Loans Gross		346,569
Allowance for credit losses		(4,264)
Loans, net of allowance		342,305
Bank owned life insurance		8,676
Premises		1,828
Furniture, fixtures and equipment		554
Accrued interest receivable		1,480
Restricted investment in bank stock		2,009
Deferred tax asset		3,337
Core deposit intangible		3,386
Operating lease right of use asset		1,246
Other asset		3,747
Total identifiable assets acquired at fair value		456,103
Deposits		356,596
Borrowings		41,644
Accrued interest payable		972
Operating lease liability		1,240
Reserve for unfunded commitments		115
Other liabilities		6,650
Total liabilities assumed		407,217
Total identifiable net assets, at fair value					48,886
Goodwill				$	7,108

Investment securities available-for-sale

All acquired investments were classified as available for sale. The estimated fair value of available for sale securities we calculated using Level 2 inputs, The securities acquired are bought and sold in active markets.

Loans

The acquired loan portfolio was valued utilizing Level 3 inputs and included the use of a discounted cash flow methodology applied on a pooled basis for accruing loan and on individual basis for non-accruing loans and incorporated assumption that a market participant would employ. In the fair value process the Company developed assumptions as to credit risk, expected lifetime losses, qualitative credit factors, collateral values, discount rates, expected payments and expected prepayments.

Acquired loans are classified into two categories: Purchased Seasoned Loans (PSLs) and Purchased Credit Deteriorated loans (PCDs). PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination, and the remaining loans were considered PSLs. Effective January 1, 2025, the Company early adopted ASU 2025-08 (Topic 326) on a prospective basis. In accordance with ASU 2025-08 an allowance for credit loss was determined using the same methodology as other loans held for investment and an initial allowance for credit losses for all acquired loans totaled $4.3 million. There was no provision

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for credit losses expense recognized because the initial allowance is established by grossing-up the amortized cost of the acquired loans. The remaining difference between the net of the amortized cost basis and the allowance for credit losses and the fair value allocated to the loans on the date of acquisition is recognized as a non-credit-related discount that will be accreted into interest income of the life of the loans.

At the date of the Merger, 91.4 % of the acquired loans from Presence Bank were PSL loans and 8.6% were PCD loans. The following table provides details related to the fair value of PCD loans.

		PCD Accruing		PCD Non-Accruing		Total PCD Loans
		1/5/2026		1/5/2026		1/5/2026
Par Value of acquired PCD Loans	$	29,246	$	1,415	$	30,661
Allowance for credit losses at acquisition		411		-		411
Non-Credit discount (premium) at acquisition		(1,247)		(1,047)		(2,294)
Purchase price PCD Loans	$	28,410	$	368	$	28,778

Leased Facilities

The fair value adjustment for leased facilities contracts was based on a discounted cash flow methodology of the contract lease obligations versus observed comparable market rents and discounted based upon interest rates for similar term borrowings rates. The facilities fair value adjustment will be amortized into expense over the contractual life of the leased facility.

Premises

The fair value estimate is based upon appraised values. The owned facilities fair value adjustment will be amortized into expense over the estimated life of the owned facility.

Core Deposit Intangible

The fair value of the core deposit intangible was determined based on a discounted cash flow analysis using a discount rate commensurate with market participants. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the higher cost of alternative funding sources available through national brokered CD offering rates and FHLB advance rates. The projected cash flows were developed using expected deposit attrition. The core deposit intangible will be amortized over ten years using the sum-of-years digits method.

Time Deposits

The fair value adjustment for time deposits was based on a discounted cash flow methodology of the contract rates and contractual repayments of fixed maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit fair value adjustment will be amortized into income on a level yield amortization method over the contractual life of the deposits.

Borrowings

The fair value adjustment for borrowings was based on a discounted cash flow methodology of the contract rates and contractual repayments of borrowings using prevailing market interest rates for similar-term borrowings. The borrowings fair value adjustment will be amortized into income on a level yield amortization method over the contractual life of the borrowings.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q may include certain forward-looking statements based on current management expectations. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may”, “will”, “believe”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms or variations on those terms, or the negative of those terms. The actual results of the Company could differ materially from those management expectations. This includes statements regarding general economic conditions, legislative and regulatory changes, monetary, trade, tariff and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities and failure to integrate or profitably operate acquired businesses. Additional potential factors include changes in interest rates, the rate of inflation, deposit flows, cost of funds, demand for loan products and financial services, competition and changes in the quality or composition of loan and investment portfolios of the Company. Other factors that could cause future results to vary from current management expectations include changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices, instability in the banking system, and the potential for a recessionary economy. Further description of the risks and uncertainties to the business are included in the Company’s other filings with the Securities and Exchange Commission.

The majority of the assets and liabilities of a financial institution are monetary in nature, and therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. However, inflation does have an impact on the Company, particularly with respect to the growth of total assets and noninterest expenses, which tend to rise during periods of general inflation. Risks also exist due to supply and demand imbalances, employment shortages, the interest rate environment, and geopolitical tensions. It is reasonably foreseeable that estimates made in the financial statements could be materially and adversely impacted in the near term as a result of these conditions, including expected credit losses on loans and the fair value of financial instruments that are carried at fair value.

Our operations are subject to risks and uncertainties surrounding our exposure to changes in the interest rate environment. Earnings and liquidity depend to a great extent on our interest rates. Interest rates are highly sensitive to many factors beyond our control, including competition, general economic conditions, geopolitical tensions and conflicts and monetary and fiscal policies of various governmental and regulatory authorities, including the Federal Reserve. Conditions such as inflation, deflation, recession, unemployment and other factors beyond our control may also affect interest rates. The nature and timing of any changes in interest rates or general economic conditions and their effect on us cannot be controlled and are difficult to predict. If the rate of interest we pay on our interest-bearing liabilities increases more than the rate of interest we receive on our interest-earning assets, our net interest income, and therefore our earnings, could contract and be materially adversely affected. Our earnings could also be materially adversely affected if the rates on interest-earning assets fall more quickly than those on our interest-bearing liabilities. Changes in interest rates could also create competitive pressures, which could impact our liquidity position. See “Item 3. Quantitative and Qualitative Disclosures about Market Risk – Asset/Liability Management.”

Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies

Note 2 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 (included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025) lists significant accounting policies used in the development and presentation of its financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, the determination of goodwill impairment, and business combination accounting. Please refer to the discussion of the allowance for credit losses calculation under “Changes in Financial Condition - Loans” below.

In connection with the acquisition of North Penn in 2011, we recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. In connection with the acquisition of Delaware in 2016, we recorded goodwill in the amount of $1.6 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. In connection with the acquisition of UpState New York

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Bancorp, Inc. in July 2020, we recorded goodwill in the amount of $17.9 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. In connection with the acquisition of PB Bankshares, we recorded goodwill in the amount of $7.1 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. Goodwill is tested annually and deemed impaired when the carrying value of goodwill exceeds its implied fair value.

Changes in Financial Condition

General

Total assets as of June 30, 2026, were $2.908 billion compared to $2.425 billion as of December 31, 2025. The increase was due primarily to a $409.4 million increase in outstanding loans receivable, which was primarily a result of the PB Bankshares acquisition.

Other Assets

Other assets as of June 30, 2026, were $13.6 million compared to $8.4 million as of December 31, 2025. The increase was the result of $3.6 million which consisted of two investment securities that were called/matured as of June 30, 2026, and final payment was not received until early in the next quarter.

Securities

The fair value of securities available for sale as of June 30, 2026 was $439.0 million compared to $408.8 million as of December 31, 2025. The increase of $30.2 million was due primarily to the acquired portfolio, as well as investment purchases during 2026.

The Company has securities in an unrealized loss position. In Management’s opinion the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities. The increase in the unrealized loss is due to the overall increase in interest rates. The Company did not recognize any credit losses on these available for sale debt securities for the six months ended June 30, 2026. The Company does not intend to sell the securities and it is more likely than not that it will not have to sell the securities before recovery of its cost basis.

Loans

Loans receivable totaled $2.263 billion at June 30, 2026 compared to $1.854 billion as of December 31, 2025, due primarily to the acquired portfolio from Presence Bank. The $409.4 million increase in loans receivable during the six months ended June 30, 2026, was due primarily to a $273.4 million increase in commercial real estate loans, a $58.9 million increase in residential real estate loans, a $45.1 million increase in construction loans, and an increase of $32.4 million in all other portfolios, net.

The allowance for credit losses totaled $25.6 million as of June 30, 2026, and represented 1.13% of total loans outstanding, compared to $19.9 million, or 1.07% of total loans outstanding, at December 31, 2025. The Company had net charge-offs for the six months ended June 30, 2026 of $1,869,000, compared to $699,000 in the corresponding period in 2025. The Company’s management assesses the adequacy of the allowance for credit losses on a quarterly basis. Based on management’s best judgement, the qualitative factors are applied to the final adjusted loss rate each quarter. Management considers the allowance for credit losses adequate at June 30, 2026 based on the Company’s criteria. However, there can be no assurance that the allowance for credit losses will be adequate to cover significant losses, if any, which might be incurred in the future.

As of June 30, 2026, non-performing loans totaled $27.4 million, or 1.21%, of total loans compared to $6.3 million, or 0.34%, of total loans at December 31, 2025. At June 30, 2026, non-performing assets totaled $28.1 million, or 0.97%, of total assets, compared to $7.1 million, or 0.29%, of total assets at December 31, 2025. The increase is due primarily to the addition of one large commercial real estate relationship being placed on non-accrual, following the borrower’s filing for chapter 11 bankruptcy in June 2026.

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The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:

(dollars in thousands)	June 30, 2026				December 31, 2025
Loans accounted for on a non-accrual basis:
Real Estate
Residential	$	1,409			$	919
Commercial		22,645				4,064
Agricultural		1,530				—
Construction		24				34
Commercial loans		122				68
Other agricultural loans		188				—
Consumer loans to individuals		1,438				1,131
Total non-accrual loans		27,356				6,216
Accruing loans which are contractually
past due 90 days or more		—				123
Total non-performing loans		27,356				6,339
Foreclosed real estate		771				771
Total non-performing assets	$	28,127			$	7,110
Allowance for credit losses	$	25,632			$	19,882
Coverage of non-performing loans		0.94	%			3.14	%
Non-performing loans to total loans		1.21	%			0.34	%
Non-performing loans to total assets		0.94	%			0.27	%
Non-performing assets to total assets		0.97	%			0.29	%

Deposits

During the six-months ended June 30, 2026, total deposits increased $435.7 million due primarily to a $192.1 million increase in certificates of deposit, an $80.8 million increase in non interest-bearing demand deposits, and a $162.7 million increase in all other deposit categories. All increases were primarily due to the PB Bankshares acquisition.

The following table sets forth deposit balances as of the dates indicated:

(dollars in thousands)	June 30, 2026			December 31, 2025
Non interest-bearing demand	$	500,383		$	419,597
Interest-bearing demand		462,837			404,079
Money market deposit accounts		256,292			188,215
Savings		237,282			201,388
Time deposits <$250,000		740,885			575,515
Time deposits >$250,000		316,618			289,851
Total	$	2,514,297		$	2,078,645

Borrowings

The Company had no short-term borrowings at June 30, 2026, compared to $14.7 million at December 31, 2025, due primarily to a decrease in overnight borrowings, which was a result of the overall growth in deposits.

Other borrowings as of June 30, 2026 were $65.6 million compared to $59.4 million as of December 31, 2025. There were no Federal Reserve Bank borrowings during the six-months ended June 30, 2026, while Federal Home Loan Bank borrowings increased $6.1 million during the six-months ended June 30, 2026.

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Other borrowings consisted of the following:

(dollars in thousands)	June 30, 2026			December 31, 2025
Notes with the FHLB:
Fixed rate borrowing due March 2026 at 4.31%	$	—		$	10,000
Fixed rate borrowing due April 2026 at 4.04%		—			20,000
Fixed rate borrowing due October 2026 at 4.98%		1,500			—
Fixed rate borrowing due January 2027 at 1.39%		5,000			—
Fixed rate borrowing due January 2027 at 1.74%		3,400			—
Amortizing fixed rate borrowing due May 2027 at 4.37%		7,346			11,231
Fixed rate borrowing due June 2027 at 2.96%		5,000			—
Fixed rate borrowing due November 2027 at 4.15%		3,000			—
Fixed rate borrowing due December 2027 at 3.96%		3,100			—
Fixed rate borrowing due January 2028 at 3.85%		5,400			—
Fixed rate borrowing due March 2028 at 3.86%		1,500			—
Fixed rate borrowing due April 2028 at 3.59%		3,000			—
Amortizing fixed rate borrowing due July 2028 at 4.70%		6,680			8,188
Fixed rate borrowing due July 2028 at 4.49%		10,000			10,000
Fixed rate borrowing due September 2028 at 4.59%		3,750			—
Fixed rate borrowing due March 2030 at 4.11%		2,000			—
Fixed rate borrowing due April 2030 at 3.84%		3,000			—
Amortizing fixed rate borrowing due January 2032 at 1.83%		1,916			—
		65,592			59,419
Fair value adjustment of borrowings		(79)			—
	$	65,513		$	59,419

Stockholders’ Equity and Capital Ratios

As of June 30, 2026, total stockholders’ equity was $289.6 million, compared to $242.2 million as of December 31, 2025, an increase of $47.4 million. The increase consisted of $44.3 million due to the PB Bankshares acquisition and net income of $13.1 million, offset, in part by a $3.2 million decrease in the fair value of securities in the available-for-sale portfolio and a decrease of $7.5 million of dividends declared, net of tax. Because of interest rate volatility, the Company’s accumulated other comprehensive income could materially fluctuate for each interim and year-end period.

Regulatory Capital Requirements. The Federal Reserve has adopted regulatory capital rules pursuant to which it assesses the adequacy of capital in examining and supervising a bank holding company and in analyzing applications to it under the Bank Holding Company Act (“BHCA”). The Federal Reserve’s capital rules are similar to those imposed on the Bank by the FDIC. The Federal Reserve’s Small Bank Holding Company Policy Statement, however, exempts from the regulatory capital requirements bank holding companies with less than $3.0 billion in consolidated assets that are not engaged in significant non-banking or off-balance sheet activities and that do not have a material amount of debt or equity securities registered with the SEC. As long as their bank subsidiaries are well capitalized, such bank holding companies need only maintain a pro forma debt to equity ratio of less than 1.0 in order to pay dividends and repurchase stock and to be eligible for expedited treatment on applications.

A comparison of the Company’s consolidated regulatory capital ratios is as follows:

	June 30, 2026		December 31, 2025
Tier 1 Capital
(To average assets)	9.44%		9.65%
Tier 1 Capital
(To risk-weighted assets)	11.88%		12.37%
Common Equity Tier 1 Capital
(To risk-weighted assets)	11.88%		12.37%
Total Capital
(To risk-weighted assets)	13.01%		13.41%

42

The Bank is required to comply with applicable capital adequacy rules adopted by the FDIC and other federal bank regulatory agencies (the “Basel III Capital Rules”). The Basel III Capital Rules apply to all depository institutions as well as to all top-tier bank and savings and loan holding companies that are not subject to the Federal Reserve Small Bank Holding Company Policy Statement.

Under the Basel III Capital Rules, banks are required to meet four minimum capital standards: (1) a “Tier 1” or “core” capital leverage ratio equal to at least 4% of total adjusted assets; (2) a common equity Tier 1 capital ratio equal to 4.5% of risk-weighted assets; (3) a Tier 1 risk-based ratio equal to 6% of risk-weighted assets; and (4) a total capital ratio equal to 8% of total risk-weighted assets. Common equity Tier 1 capital is defined as common stock instruments, retained earnings, any common equity Tier 1 minority interest and, unless the bank has made an “opt-out” election, accumulated other comprehensive income, net of goodwill and certain other intangible assets. Tier 1 or core capital is defined as common equity Tier 1 capital plus certain qualifying subordinated interests and grandfathered capital instruments. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, qualifying subordinated instruments and certain grandfathered capital instruments. An institution’s risk-based capital requirements are measured against risk-weighted assets, which equal the sum of each on-balance-sheet asset and the credit-equivalent amount of each off-balance-sheet item after being multiplied by an assigned risk weight. Risk weightings range from 0% for cash to 100% for property acquired through foreclosure, commercial loans, and certain other assets to 150% for exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property.

In addition to the above minimum requirements, the Basel III Capital Rules require banks and covered financial institution holding companies to maintain a capital conservation buffer of at least 2.5% of risk-weighted assets over and above the minimum risk-based capital requirements. Institutions that do not maintain the required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement effectively raises the minimum required risk-based capital ratios to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital on a fully phased-in basis. The Company and the Bank were in compliance with all applicable regulatory capital requirements as of June 30, 2026.

Liquidity

As of June 30, 2026, the Company had cash and cash equivalents of $60.3 million in the form of cash, due from banks, and short-term deposits with other institutions. In addition, the Company had total non-pledged securities available for sale of $161.3 million which could be used for liquidity needs. Total liquidity of $230.7 million as of June 30, 2026 represents 7.9% of total assets, compared to $190.8 million and 7.9% of total assets as of December 31, 2025. The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of June 30, 2026 and December 31, 2025. Based upon these measures, the Company believes its liquidity is adequate.

Capital Resources

The Company has a line of credit commitment from Atlantic Community Bankers Bank for $7.0 million which expires June 30, 2027. There were no borrowings under this line as of June 30, 2026 and December 31, 2025.

The Company has a line of credit commitment available which has no stated expiration date from PNC Bank for $10.0 million. There were no borrowings under this line as of June 30, 2026 and December 31, 2025.

The Bank’s maximum borrowing capacity with the Federal Home Loan Bank was estimated to be $912.2 million as of June 30, 2026, of which $65.6 million was outstanding in the form of borrowings as of June 30, 2026. As of December 31, 2025, the maximum borrowing capacity was $677.6 million, of which $74.1 million of borrowings was outstanding as of December 31, 2025. Additionally, as of June 30, 2026, the Bank had secured Letters of Credit from the Federal Home Loan Bank in the amount of $180.5 million as collateral for specific municipal deposits. These Letters of Credit reduce the availability under the maximum borrowing capacity. As of December 31, 2025, there was $155.5 million outstanding in the form of Letters of Credit. Advances and Letters of Credit from the Federal Home Loan Bank are secured by qualifying assets of the Bank.

Non-GAAP Financial Measures

This report contains or references fully taxable-equivalent (fte) interest income and net interest income, which are non-GAAP financial measures. Interest income (fte) and net interest income (fte) are derived from GAAP interest income and net interest income using an assumed tax rate of 21%. We believe the presentation of interest income (fte) and net interest income (fte) ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income (fte) and Net interest income (fte) is reconciled to GAAP interest income and net interest income on page 46 and 50.

43

Fully taxable equivalent interest income and net interest income is also reflected in the table on page 47 and 51. Although the Company believes that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered as an alternative to GAAP measures.

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44

Results of Operations

NORWOOD FINANCIAL CORP

Consolidated Average Balance Sheets with Resultant Interest and Rates

(Tax-Equivalent Basis,	Three Months Ended June 30,
dollars in thousands)	2026									2025
	Average						Average			Average						Average
	Balance			Interest			Rate			Balance			Interest			Rate
	(2)			(1)			(3)			(2)			(1)			(3)
Assets
Interest-earning assets:
Fed funds sold	$	1,511		$	14			3.72%		$	—		$	—			—%
Interest-bearing deposits with banks		43,467			364			3.36			19,085			220			4.62
Securities available for sale:
Taxable		435,004			4,246			3.92			404,428			3,624			3.59
Tax-exempt (1)		44,269			315			2.85			44,158			312			2.83
Total securities available for sale (1)		479,273			4,561			3.82			448,586			3,936			3.52
Loans receivable (1) (4) (5)		2,253,991			35,700			6.35			1,783,626			27,249			6.13
Total interest-earning assets		2,778,242			40,639			5.87			2,251,297			31,405			5.60
Non-interest earning assets:
Cash and due from banks		30,147									30,323
Allowance for credit losses		(24,556)									(20,733)
Other assets		129,320									94,922
Total non-interest earning assets		134,911									104,512
Total Assets	$	2,913,153								$	2,355,809
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing demand and money market	$	727,580		$	3,460			1.91		$	573,904		$	2,887			2.02
Savings		231,852			200			0.35			204,318			119			0.23
Time		1,071,210			9,239			3.46			821,725			7,863			3.84
Total interest-bearing deposits		2,030,642			12,899			2.55			1,599,947			10,869			2.72
Short-term borrowings		3,233			32			3.97			17,757			211			4.77
Other borrowings		67,802			687			4.06			95,792			1,061			4.44
Total interest-bearing liabilities		2,101,677			13,618			2.60			1,713,496			12,141			2.84
Non-interest bearing liabilities:
Demand deposits		486,557									389,323
Other liabilities		36,585									29,639
Total non-interest bearing liabilities		523,142									418,962
Stockholders' equity		288,334									223,351
Total Liabilities and Stockholders' Equity	$	2,913,153								$	2,355,809
Net interest income/spread (tax equivalent basis)					27,021			3.27%						19,264			2.75%
Tax-equivalent basis adjustment					(182)									(199)
Net interest income				$	26,839								$	19,065
Net interest margin (tax equivalent basis)								3.90%									3.43%

(1)Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.

(2)Average balances have been calculated based on daily balances.

(3)Annualized

(4)Loan balances include non-accrual loans and are net of unearned income.

(5)Loan yields include the effect of amortization of deferred fees, net of costs.

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45

Rate/Volume Analysis. The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense. Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

	Increase/(Decrease)
	Three months ended June 30, 2026 Compared to
	Three months ended June 30, 2025
	Variance due to
	Volume			Rate			Net
	(dollars in thousands)
Interest-earning assets:
Fed funds sold	$	14		$	—		$	14
Interest-bearing deposits with banks		250			(106)			144
Securities available for sale:
Taxable		287			335			622
Tax-exempt securities		1			2			3
Total securities		288			337			625
Loans receivable		7,224			1,227			8,451
Total interest-earning assets		7,526			1,564			9,234
Interest-bearing liabilities:
Interest-bearing demand and money market		764			(191)			573
Savings		22			59			81
Time		2,312			(936)			1,376
Total interest-bearing deposits		3,098			(1,068)			2,030
Short-term borrowings		(172)			(7)			(179)
Other borrowings		(305)			(69)			(374)
Total interest-bearing liabilities		2,621			(1,144)			1,477
Net interest income (tax-equivalent basis)	$	4,905		$	2,708		$	7,757

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46

Comparison of Operating Results for the Three Months Ended June 30, 2026 to June 30, 2025

General

For the three months ended June 30, 2026, net income totaled $9.3 million compared to net income of $6.2 million for the three months ended June 30, 2025. The increase in net income for the three months ended June 30, 2026 was due primarily to a $7.8 million increase in net interest income and a net increase of $278,000 in all other income, offset, in part by a $2.1 million increase in salaries and employee benefits, a $994,000 increase in provision for credit losses, and a net increase of $1.8 million in all other expenses. Earnings for the three-months ended June 30, 2026 were $0.86 per basic and fully diluted share, compared to $0.67 per basic and fully diluted share for the three months ended June 30, 2025. The resulting annualized return on average assets and annualized return on average equity for the three months ended June 30, 2026 were 1.28% and 12.98%, respectively, compared to 1.06% and 11.14%, respectively, for the same period in 2025.

The following table sets forth changes in net income:

(dollars in thousands)	Three months ended
	June 30, 2026 to June 30, 2025
Net income three months ended June 30, 2025	$	6,205
Change due to:
Net interest income		7,774
Provision for credit losses		(994)
Net gains on sales of securities and loans		(11)
Service charges and fees		152
Earnings and proceeds on bank-owned life insurance		60
Other income		77
Salaries and employee benefits		(2,069)
Occupancy, furniture and equipment		(220)
Data processing related		(387)
Professional fees		(123)
Merger-related		97
All other expenses		(559)
Income tax expense		(674)
Net income three months ended June 30, 2026	$	9,328

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the three months ended June 30, 2026 totaled $27.0 million which was $7.8 million higher than the comparable period in 2025. The increase in net interest income was due primarily to a $9.2 million increase in total interest income, offset by a $1.5 million increase in total interest expense. The (fte) net interest spread and net interest margin were 3.27% and 3.90%, respectively, for the three months ended June 30, 2026 compared to 2.75% and 3.43%, respectively, for the same period in 2025. See “Non-GAAP Financial Measures” described above beginning on page 43.

For the three-months ended June 30, 2026, interest income (fte) totaled $40.6 million, with a yield on average earning assets of 5.87% compared to $31.4 million and 5.60% for the three months ended June 30, 2025. Average loans increased $470.4 million during the three months ended June 30, 2026, over the comparable period of 2025, while average securities increased $30.7 million compared to the three months ended June 30, 2025. Average earning assets totaled $2.778 billion for the three months ended June 30, 2026, an increase of $526.9 million, over average earning assets for the same period in 2025. See “Non-GAAP Financial Measures” described above beginning on page 43.

Interest expense for the three months ended June 30, 2026 totaled $13.6 million, at an average cost of 2.60%, compared to $12.1 million, at an average cost of 2.84% for the same period in 2025. Average interest-bearing deposits increased $430.7 million during the three months ended June 30, 2026, over the comparable period in 2025, while average borrowings decreased $42.5 million during the three months ended June 30, 2026. During the three months ended June 30, 2026, the average cost of time deposits, which is the most significant component of funding costs, decreased 38 basis points compared to the same three-month period of last year. The average cost of interest-bearing demand and money market decreased 11 basis points during the three months ended June 30, 2026, while savings deposit costs increased 12 basis points. Average short-term borrowing costs decreased 80 basis points, while average other borrowings cost decreased 38 basis points, compared to the same three-month period of 2025.

47

Provision for Credit Losses

The Company had a provision for credit losses of $1.9 million during the three months ended June 30, 2026, compared to $950,000 for the three months ended June 30, 2025. The Company makes provisions for, or releases of, credit loss expense in an amount necessary to maintain the allowance for credit losses at an acceptable level under the current expected credit loss (CECL) methodology analysis. The Company recorded a net charge-off of $1.4 million for the quarter ended June 30, 2026, compared to a net charge-off of $375,000 for the year earlier quarter. At June 30, 2026, the allowance for credit losses related to loans receivable was 1.13% of loans receivable, compared to 1.17% at June 30, 2025. Additionally, at June 30, 2026, the allowance for credit losses related to loans receivable represented 91% of non-performing loans, compared to 258% at June 30, 2025.

Other Income

Other income totaled $2.5 million for the three months ended June 30, 2026, compared to $2.2 million for the same period in 2025. The increase was due primarily to an increase in service charges and fees of $152,000. All other categories of other income increased $126,000 net, during the three months ended June 30, 2026.

Other Expense

Other expense for the three months ended June 30, 2026 totaled $15.8 million, an increase of $3.3 million compared to the same period of 2025, due primarily to a $2.1 million increase in salaries and employee benefits, resulting primarily from the PB Bankshares acquisition which closed in January 2026. All other categories of other expense increased $1.2 million during the three months ended June 30, 2026 as compared to the year earlier quarter.

Income Tax Expense

Income tax expense totaled $2.3 million for an effective tax rate of 19.8% for the three months ended June 30, 2026 compared to $1.6 million for an effective tax rate of 20.8% for the three months ended June 30, 2025.

Results of Operations

NORWOOD FINANCIAL CORP

Consolidated Average Balance Sheets with Resultant Interest and Rates

48

(Tax-Equivalent Basis,	Six Months Ended June 30,
dollars in thousands)	2026									2025
	Average						Average			Average						Average
	Balance			Interest			Rate			Balance			Interest			Rate
	(2)			(1)			(3)			(2)			(1)			(3)
Assets
Interest-earning assets:
Fed funds sold	$	1,226		$	25			4.11%		$	—		$	—			—%
Interest bearing deposits with banks		58,074			753			2.61			19,939			446			4.51
Securities available for sale:
Taxable		425,350			8,104			3.84			406,416			7,247			3.60
Tax-exempt (1)		44,451			633			2.87			44,199			626			2.86
Total securities available for sale (1)		469,801			8,737			3.75			450,615			7,873			3.52
Loans receivable (1) (4) (5)		2,224,699			69,700			6.32			1,763,710			53,369			6.10
Total interest-earning assets		2,753,800			79,215			5.80			2,234,264			61,688			5.57
Non-interest earning assets:
Cash and due from banks		30,409									29,519
Allowance for loan losses		(23,976)									(20,445)
Other assets		130,526									94,031
Total non-interest earning assets		136,959									103,105
Total Assets	$	2,890,759								$	2,337,369
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing demand and money market	$	725,787		$	6,922			1.92		$	560,469		$	5,688			2.05
Savings		225,380			337			0.30			208,090			261			0.25
Time		1,056,053			18,427			3.52			807,841			15,668			3.91
Total interest-bearing deposits		2,007,220			25,686			2.58			1,576,400			21,617			2.77
Short-term borrowings		4,782			92			3.88			30,954			669			4.36
Other borrowings		81,395			1,669			4.13			94,676			2,082			4.43
Total interest-bearing liabilities		2,093,397			27,447			2.64			1,702,030			24,368			2.89
Non-interest bearing liabilities:
Demand deposits		472,412									384,958
Other liabilities		35,886									29,594
Total non-interest bearing liabilities		508,298									414,552
Stockholders' equity		289,064									220,787
Total Liabilities and Stockholders' Equity	$	2,890,759								$	2,337,369
Net interest income/spread (tax equivalent basis)					51,768			3.16%						37,320			2.68%
Tax-equivalent basis adjustment					(375)									(397)
Net interest income				$	51,393								$	36,923
Net interest margin (tax equivalent basis)								3.79%									3.37%

(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.

(2)Average balances have been calculated based on daily balances.

(3) Annualized

(4) Loan balances include non-accrual loans and are net of unearned income.

(5) Loan yields include the effect of amortization of deferred fees, net of costs.

49

Rate/Volume Analysis. The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.

	Increase/(Decrease)
	Six months ended June 30, 2026 Compared to
	Six months ended June 30, 2025
	Variance due to
	Volume			Rate			Net
	(dollars in thousands)
Interest-earning assets:
	$	25			—		$	25
Interest-bearing deposits with banks		665		$	(358)			307
Securities available for sale:
Taxable		352			505			857
Tax-exempt securities		4			3			7
Total securities		356			508			864
Loans receivable		14,019			2,312			16,331
Total interest-earning assets		15,065			2,462			17,527
Interest-bearing liabilities:
Interest-bearing demand and money market		1,656			(422)			1,234
Savings		25			51			76
Time		4,659			(1,900)			2,759
Total interest-bearing deposits		6,340			(2,271)			4,069
Short-term borrowings		(565)			(12)			(577)
Other borrowings		(286)			(127)			(413)
Total interest-bearing liabilities		5,489			(2,410)			3,079
Net interest income (tax-equivalent basis)	$	9,576		$	4,872		$	14,448

Comparison of Operating Results for the Six Months Ended June 30, 2026 to June 30, 2025

General

For the six months ended June 30, 2026, net income totaled $13.1 million compared to net income of $12.0 million for the six months ended June 30, 2025. The increase in net income for the six months ended June 30, 2026 was due primarily to an increase in net interest income of $14.5 million and an increase of $643,000 in other income, offset in part by a $5.0 million increase in merger-related expenses, a $4.1 million increase in salaries and employee benefits, a $1.6 million increase in provision for credit losses, and a net increase of $3.3 million in all other expenses. Earnings for the six months ended June 30, 2026 were $1.21 per basic and fully diluted share, compared to $1.30 per basic and fully diluted share for the six months ended June 30, 2025. The resulting annualized return on average assets and annualized return on average equity for the six months ended June 30, 2026 were 0.91% and 9.11%, respectively, compared to 1.03% and 10.94%, respectively, for the same period in 2025.

50

(dollars in thousands)	Six months ended
	June 30, 2026 to June 30, 2025
Net income six months ended June 30, 2025	$	11,978
Change due to:
Net interest income		14,470
Provision for credit losses		(1,596)
Service charges and fees		394
Net gains on sales of securities and loans		19
Earnings and proceeds on bank-owned life insurance		88
Other income		142
Salaries and employee benefits		(4,146)
Occupancy, furniture and equipment		(567)
Data processing related		(736)
Professional fees		(290)
Merger-related		(4,844)
All other expenses		(1,605)
Income tax expense		(249)
Net income six months ended June 30, 2026	$	13,058

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the six months ended June 30, 2026 totaled $51.8 million, an increase of $14.4 million compared to the same period in 2025. The increase in net interest income was due primarily to a $17.5 million increase in total interest income, offset by a $3.1 million increase in total interest expense. The (fte) net interest spread and net interest margin were 3.16% and 3.79%, respectively, for the six months ended June 30, 2026 compared to 2.68% and 3.37%, respectively, for the same period in 2025. See “Non-GAAP Financial Measures” described above beginning on page 43.

For the six months ended June 30, 2026, interest income (fte) totaled $79.2 million, with a yield on average earning assets of 5.80% compared to $61.7 million and 5.57% for the six months ended June 30, 2025. Average loans increased $461.0 million to $2.225 billion during the six months ended June 30, 2026, compared to $1.764 billion during the comparable period of 2025, while average securities increased $19.2 million compared to the six months ended June 30, 2025. Average earning assets totaled $2.754 billion for the six months ended June 30, 2026, an increase of $519.5 million, over average earning assets for the same period in 2025. See “Non-GAAP Financial Measures” described above beginning on page 43.

Interest expense for the six months ended June 30, 2026 totaled $27.4 million, at an average cost of 2.64%, compared to $24.4 million, at an average cost of 2.89% for the same period in 2025. Average interest-bearing deposits increased $430.8 million during the six months ended June 30, 2026, over the comparable period in 2025, while average borrowings decreased $39.5 million compared to the six months ended June 30, 2026. During the six months ended June 30, 2026, the average cost of time deposits, which is the most significant component of funding costs, decreased 39 basis points compared to the six months ended June 30, 2025. The average cost of interest-bearing demand and money market decreased 13 basis points during the six months ended June 30, 2026, while savings deposit costs increased five basis points, compared to the year earlier period. Average short-term borrowing costs decreased 48 basis points, while average other borrowings cost decreased 30 basis points, compared to the same six-month period of 2025.

Provision for Credit Losses

The Company had a provision for credit losses of $3.4 million during the six months ended June 30, 2026, compared to $1.8 million for the six months ended June 30, 2025. The Company makes provisions for, or releases of, credit loss expense in an amount necessary to maintain the allowance for credit losses at an acceptable level under the CECL methodology analysis. The Company recorded a net charge-off of $1.9 million for the six months ended June 30, 2026, compared to a net charge-off of $699,000 for the similar period in 2025. At June 30, 2026, the allowance for credit losses related to loans receivable was 1.13% of loans receivable, compared to 1.17% at June 30, 2025. Additionally, at June 30, 2026, the allowance for credit losses related to loans receivable represented 91% of non-performing loans, compared to 258% at June 30, 2025. The increase in net charge-offs and the decrease in allowance for credit losses as it relates to non-performing loans, were both due to one large commercial relationship filing for chapter 11 bankruptcy in June 2026.

51

Other Income

Other income totaled $5.2 million for the six months ended June 30, 2026, compared to $4.6 million for the same period in 2025. The increase was due primarily to an increase in service charges and fees of $394,000. All other categories of other income increased $249,000, net, during the six months ended June 30, 2026.

Other Expense

Other expense for the six months ended June 30, 2026 totaled $36.8 million, an increase of $12.2 million compared to the same period of 2025, due primarily to a $5.0 million increase in non-recurring merger-related expenses and a $4.1 million increase in salaries and employee benefits, resulting primarily from the PB Bankshares merger which closed in January 2026. All other categories of other expense increased $3.1 million during the six months ended June 30, 2026 as compared to the year earlier quarter.

Income Tax Expense

Income tax expense totaled $3.4 million for an effective tax rate of 20.6% for the six months ended June 30, 2026, compared to $3.1 million for an effective tax rate of 20.8% for the six months ended June 30, 2025.

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52

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management

Management considers interest rate risk to be our most significant market risk. Market risk is the risk of loss from adverse changes in market prices and rates. Interest rate risk is the exposure to adverse changes in our net income as a result of changes in interest rates.

Our primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and liabilities, and the credit quality of earning assets. Our asset and liability management objectives are to maintain a strong, stable net interest margin, to utilize our capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce vulnerability of our operations to changes in interest rates.

Our Asset and Liability Committee evaluates periodically, but at least four times a year, the impact of changes in market interest rates on assets and liabilities, net interest margin, capital and liquidity. Risk assessments are governed by policies and limits established by senior management, which are reviewed and approved by the full Board of Directors at least annually. The economic environment continually presents uncertainties as to future interest rate trends. The Asset and Liability Committee regularly utilizes a model that projects net interest income based on increasing or decreasing interest rates, in order to be better able to respond to changes in interest rates.

Changes in interest rates affect the value of our interest-earning assets and, in particular, our securities portfolio. Generally, the value of securities fluctuates inversely with changes in interest rates. Increases in interest rates could result in decreases in the market value of interest-earning assets, which could adversely affect our stockholders' equity and results of operations if sold. We are also subject to reinvestment risk associated with changes in interest rates. Changes in market interest rates also could affect the type (fixed-rate or adjustable-rate) and amount of loans we originate and the average life of loans and securities, which can impact the yields earned on our loans and securities. In periods of decreasing interest rates, the average life of loans and securities we hold may be shortened to the extent increased prepayment activity occurs during such periods which, in turn, may result in the investment of funds from such prepayments in lower yielding assets. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities. Additionally, increases in interest rates may result in decreasing loan prepayments with respect to fixed rate loans (and therefore an increase in the average life of such loans), may result in a decrease in loan demand, and may make it more difficult for borrowers to repay adjustable rate loans.

We utilize the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. Management routinely monitors simulated net interest income sensitivity over a rolling two-year horizon. The simulation model captures the impact of changing interest rates on the interest income received and the interest expense paid on all assets and liabilities reflected on our consolidated balance sheet. This sensitivity analysis is compared to the asset and liability policy limits that specify a maximum tolerance level for net interest income exposure over a one-year horizon given 100 through 300-basis point upward and 100 through 200 downward shifts in interest rates. A parallel and pro-rata shift in rates over a twelve-month period is assumed.

In addition to the above scenarios, we consider other non-parallel rate shifts that would also exert pressure on earnings. During the six months ended June 30, 2026, the U.S. Treasury yield curve has steepened. During the six months ended June 30, 2026, the yield on U.S. Treasury 5-year notes increased 36 basis points from 3.73% to 4.18%, while the yield on 3-month Treasury bills increased six basis points from 3.67% to 3.73%. The 3-month/5-year Treasury spread increased from a positive 7 basis point at December 31, 2025 to a positive 30 basis points at June 30, 2026. A continued steepening in the yield curve may positively affect net interest income as shorter term deposits reprice at lower rates while longer term assets reprice at higher rates. However, there is no certainty on the direction of interest rates. The Federal Reserve Open Market Committee has indicated that it will take a measured stance toward further changes in short-term rates.

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The following reflects our net interest income sensitivity analysis at June 30, 2026 and December 31, 2025:

			June 30, 2026
			Potential Change
			in Future Net
Changes in Interest			Interest Income
Rates in Basis Points			Year 1				Year 2
(Dollars in thousands)			$ Change		% Change		$ Change		% Change
+300			78		0.1%		3,034		2.4%
+200			242		0.2%		2,452		2.0%
+100			268		0.2%		1,505		1.2%
Static			-		0.0%		-		0.0%
-100			(974)		-0.8%		(3,432)		-2.8%
-200			(3,228)		-2.8%		(9,942)		-8.0%
			December 31, 2025
			Potential Change
			in Future Net
Changes in Interest			Interest Income
Rates in Basis Points			Year 1				Year 2
(Dollars in thousands)			$ Change		% Change		$ Change		% Change
+300			(6,467)		-6.9%		(194)		-0.2%
+200			(4,159)		-4.4%		319		0.3%
+100			(1,993)		-2.0%		448		0.4%
Static			-		0.0%		-		0.0%
-100			1,415		1.5%		(1,987)		-2.0%
-200			1,125		1.2%		(7,003)		-6.9%

As noted in the table above, a 200-basis point increase in interest rates is projected to increase net interest income by 0.2% in year 1 and increase net interest income by 2.0% in year 2. Our balance sheet sensitivity to such a move in interest rates at June 30, 2026 increased as compared to December 31, 2025 (which was a decrease of 4.4% in net interest income over a twelve-month period). This increase in sensitivity is the result of an increase in the earning assets over the six-month period.  Overall, our strategy has been to proactively take advantage of the drop in short-term by aggressively lowering deposit and borrowing costs, ultimately dampening the effect of variable and adjustable-rate loan repricing and additional fixed rate loan refinancing. Over the intervening year, the effective duration (a measure of price sensitivity to interest rates) of the bond portfolio remained the same at 4.6 Years at June 30, 2026 and at December 31, 2025.

The preceding sensitivity analysis does not represent a Company forecast and should not be relied on as being indicative of expected operating results. These hypothetical estimates are based on numerous assumptions including, but not limited to, the nature and timing of interest rate levels and yield curve shapes, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. While assumptions are developed based on perceived current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences may change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to prepayment and refinancing levels likely deviating from those assumed, the varying impact of interest rate change caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals, prepayment penalties and product preference changes and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that management might take in responding to, or anticipating, changes in interest rates and market conditions.

‎

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Item 4. Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “Commission”) rules and forms.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Because of its inherent limitations, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system is based upon assumptions and can provide only reasonable, not absolute, assurance that its objective will be met. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No evaluation of control can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, with the Company have been detected.

‎

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

On February 20, 2024, the Company was notified of a Complaint (the “Complaint”) entitled Ian Werkmeister vs. Wayne Bank, filed on February 12, 2024 in the United States District Court for the Middle District of Pennsylvania seeking class action status. The Plaintiff is seeking monetary recovery and other relief on behalf of themselves and one or more putative classes of other individuals similarly situated. The Complaint arises out of a widely reported data security incident involving MOVEit, a file sharing software used globally by government agencies, enterprise corporations, and financial institutions. In October of 2023, Wayne Bank was notified by its third-party information service provider of a cyber-incident that involved unauthorized access to Wayne Bank customer information in one of the vendor’s file transfer applications. The incident involved vulnerabilities discovered in MOVEit Transfer, a file transfer software used by the Bank’s vendor to support services provided by the vendor to Wayne Bank and its related institutions. MOVEit is a commonly used secure Managed File Transfer software, which supports file transfer activities used by thousands of organizations around the world, including government agencies and major financial firms. The vulnerability discovered in MOVEit did not involve any of Wayne Bank’s internal systems and did not impact the Bank’s ability to service its customers.

The MOVEit cases have since been transferred and consolidated in the United States District Court for the District of Massachusetts (the “Court”) and are now entitled MOVEit Customer Data Security Breach Litigation. On July 23, 2024, on behalf of all of the Defendants (including the Company) in this case, an omnibus Motion to Dismiss the cases for lack of Article III standing pursuant to Rule 12(b)(1) of the Federal Rules of Civil Procedure was filed with the Court. A hearing on this motion was held on October 9, 2024. On December 12, 2024, Judge Burroughs denied the defendants’ Rule 12(b)(1) motion in large part. The Court has ordered that a bellwether process be used to test claims and defenses. Because Wayne Bank is not a bellwether defendant, its obligations will be much lessened but will include, among other things, modest discovery.

The Company believes it has meritorious defenses to the claims asserted in the Complaint and intends to vigorously defend itself against such Complaint. While we continue to measure the impact of this cyber-incident, including certain remediation expenses and other potential liabilities, we do not currently believe this incident will have a material adverse effect on our business, operations, or financial results.

Other than the foregoing, neither the Company nor its subsidiaries are involved in any other pending legal proceedings, other than routine legal matters occurring in the ordinary course of business, which in the aggregate involve amounts which are believed by management to be immaterial to the consolidated financial condition or results of operations of the Company.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Sales and Use of Proceeds

(a)    Unregistered Sales of Equity Securities. Not Applicable.

(b)    Use of Proceeds. Not Applicable

(c)    Issuer Purchases of Equity Securities. Set forth below is information regarding the Company’s stock repurchases during the quarter ended June 30, 2026.

	Issuer Purchases of Equity Securities
										Maximum Number
							Total Number of			(or Approximate
	Total						Shares (or Units)			Dollar Value) of Shares
	Number			Average			Purchased as Part of			(or Units)
	of Shares			Price Paid			Publicly			that May Yet Be
	(or Units)			Per Share			Announced Plans			Purchased Under the
	Purchased			(or Unit)			or Programs *			Plans or Programs
April 1 – 30, 2026		-		$	-			-			244,234
May 1 – 31, 2026		-			-			-			244,234
June 1 – 30, 2026		-			-			-			244,234
Total		-		$	-			-			244,234

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*On March 30, 2021, the Company announced a share repurchase program for up to approximately 5% of the Company’s outstanding shares of common stock, or approximately 400,000 shares, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.  On March 19, 2008, the Company announced its intention to repurchase up to 5% of its outstanding common stock (approximately 226,050 split-adjusted shares) in the open market. On November 10, 2011, the Company announced that it had increased the number of shares which may be repurchased under its open-market program to 5% of its currently outstanding shares, or approximately 270,600 split-adjusted shares. Both share repurchase programs are currently in effect.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

No director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non- Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of regulation S-K, during the quarter ended June 30, 2026.

Item 6. Exhibits

No.	Description
3(i)	Amended and Restated Articles of Incorporation of Norwood Financial Corp (1)
3(ii)	Bylaws of Norwood Financial Corp(2)
4.0	Specimen Stock Certificate of Norwood Financial Corp (3)
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO
32	Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of Sarbanes Oxley Act of 2002
101	The following materials from the Company’s Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
101.INS	Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)Incorporated by reference into this document from Exhibit 3(i) to the Company’s Form 10-K filed with the Commission on March 13, 2020.

(2)Incorporated by reference from Exhibit 3(ii) to the Company’s Annual Report on Form 10-K filed with the Commission on March 14, 2024.

(3)Incorporated herein by reference into this document from the identically numbered exhibit to the Company’s Form 10, Registration Statement initially filed in paper with the Commission on April 29, 1996, Registration No. 0-28364.

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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 thereunto duly authorized.

			NORWOOD FINANCIAL CORP
Date: August 7, 2026		By:	/s/ James O. Donnelly
			James O. Donnelly
			President and Chief Executive Officer
			(Principal Executive Officer)
Date: August 7, 2026			/s/ John M. McCaffery
			John M. McCaffery
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

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