Norwood Financial (NWFL) furnishes Q4 2025 earnings press release and deck

Rhea-AI Filing Summary

Norwood Financial Corp filed a current report describing its latest earnings communications. On January 22, 2026, the company issued a press release announcing financial results for the three and twelve months ended December 31, 2025, and furnished this release as an exhibit. The company also prepared an earnings presentation for the fourth quarter of 2025, to be used on an earnings call the same day, and furnished that presentation as an exhibit as well.

The company emphasizes that the press release and earnings presentation are being furnished to the SEC rather than filed, so they are not subject to certain Exchange Act liabilities and are not automatically incorporated into other securities law filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 22, 2026

NORWOOD FINANCIAL CORP

(Exact name of registrant as specified in its charter)

Pennsylvania		0-28364		23-2828306
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS 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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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 mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

NORWOOD FINANCIAL CORP

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02 Results of Operations and Financial Condition.

On January 22, 2026, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the three and twelve months ended December 31, 2025. A copy of the press release is furnished with this report as exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

On January 22, 2026, the Company will host an earnings call with respect to earnings for the fourth quarter of 2025 and will use and post an earnings presentation for Q4 2025, which will include December 31, 2025, financial highlights (the “Earnings Presentation”). The Earnings Presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information included in this Current Report pursuant to this Item 7.01 is being furnished to, and not filed with, the Securities and Exchange Commission (“SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Earnings Presentation is summary information that is intended to be considered in the context of the Company’s SEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are being furnished with this report.

No.		Description
99.1		Press Release dated January 22, 2026.
99.2		Norwood Financial Corp Q4 2025 Earnings Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

				NORWOOD FINANCIAL CORP
Date: January 22, 2026				By:		/s/ John M. McCaffery
						John M. McCaffery
						Executive Vice President and Chief Financial Officer (Duly Authorized Representative)

FAQ

What did Norwood Financial Corp (NWFL) disclose in this 8-K?

Norwood Financial Corp disclosed that it issued a press release announcing earnings for the three and twelve months ended December 31, 2025, and furnished both the earnings press release and a Q4 2025 earnings presentation as exhibits.

Which periods do Norwood Financial Corp’s newly announced earnings cover?

The announced earnings cover the three and twelve months ended December 31, 2025, and are discussed in both the press release and the Q4 2025 earnings presentation.

How is Norwood Financial Corp providing its Q4 2025 earnings presentation?

Norwood Financial Corp is hosting an earnings call for the fourth quarter of 2025 and is using and posting a Q4 2025 earnings presentation, which is furnished as an exhibit to this report and incorporated by reference.

Are Norwood Financial Corp’s earnings materials considered filed with the SEC?

The company states that the press release and the earnings presentation are being furnished to, and not filed with, the SEC, so they are not deemed filed for purposes of Section 18 of the Exchange Act or automatically incorporated into Securities Act filings.

What exhibits accompany this Norwood Financial Corp (NWFL) 8-K?

The report includes a press release dated January 22, 2026, a Q4 2025 earnings presentation for Norwood Financial Corp, and a cover page interactive data file embedded within the Inline XBRL document.

Who signed the Norwood Financial Corp 8-K related to the December 31, 2025 earnings?

The report was signed on behalf of Norwood Financial Corp by John M. McCaffery, Executive Vice President and Chief Financial Officer, as a duly authorized representative.