Norwood Financial discloses $22M loans in bankruptcy

Norwood Financial Corp disclosed that two customers of its bank subsidiary, Wayne Bank, filed for personal and corporate Chapter 11 bankruptcy in June 2026.

Rhea-AI Filing Summary

Norwood Financial Corp disclosed that two customers of its bank subsidiary, Wayne Bank, filed for personal and corporate Chapter 11 bankruptcy in June 2026. Wayne Bank has five loans to four corporate entities controlled by these borrowers totaling $22.0 million, as part of a total credit of $29.0 million for which it is the originating lender.

The loans are primarily secured by several commercial real estate properties, and the company has been identified as a creditor in the bankruptcy cases. Norwood Financial is analyzing its potential loss exposure and expects to provide more detail about this lending relationship in its second quarter earnings release, planned on or about July 22, 2026.

Insights

Bank credit risk analyst

Norwood flags $22M in loans tied to borrowers in Chapter 11.

Norwood Financial reports that Wayne Bank holds five loans totaling $22.0 million to four entities controlled by two borrowers who filed for Chapter 11 in June 2026. The credit is secured mainly by commercial real estate, which may help limit ultimate losses depending on collateral values and recovery.

The bank is still analyzing potential loss exposure, so financial impact is not quantified in this disclosure. Further information is expected in the second quarter earnings release on or about July 22, 2026, when management may outline any charge-offs, reserve builds, or ongoing restructuring terms related to this relationship.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Loans to related entities: $22.0 million Total credit originated: $29.0 million Number of loans: 5 loans +2 more

5 metrics

Loans to related entities $22.0 million Wayne Bank loans to four corporate entities controlled by the borrowers

Total credit originated $29.0 million Total credit facility for which Wayne Bank is the originating lender

Number of loans 5 loans Loans to entities controlled by the two borrowers

Number of corporate entities 4 entities Corporate borrowers controlled by the two customers

Quarterly earnings update timing on or about July 22, 2026 Expected date of second quarter earnings release with more detail

Key Terms

Chapter 11 bankruptcy, participation interest, Regulation FD Disclosure, forward-looking statements, +1 more

5 terms

Chapter 11 bankruptcy financial

"filed for personal and corporate Chapter 11 bankruptcy"

A Chapter 11 bankruptcy is a court-supervised process that lets a financially troubled company stay open while it reorganizes its debts and business operations, similar to giving a business a structured “time-out” to fix problems instead of shutting down. It matters to investors because the process can preserve, dilute or eliminate existing shares and change what creditors recover, so outcomes can dramatically alter stock and bond values and trading liquidity.

participation interest financial

"represents the Bank’s participation interest in a total credit of $29.0 million"

Regulation FD Disclosure regulatory

"Item 7.01Regulation FD Disclosure During June 2026"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

forward-looking statements regulatory

"may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Norwood Financial disclosed that two Wayne Bank customers filed for personal and corporate Chapter 11 bankruptcy. Wayne Bank holds five loans to four related entities totaling $22.0 million, and the company is evaluating its potential loss exposure as a creditor in these proceedings.

How much loan exposure does Wayne Bank have to the bankrupt borrowers?

Wayne Bank has five loans to four corporate entities controlled by the borrowers totaling $22.0 million. This represents the bank’s participation interest in a total credit of $29.0 million for which Wayne Bank is the originating lender, primarily secured by commercial real estate.

What type of bankruptcy did the Norwood Financial borrowers file?

The two customers filed for personal and corporate Chapter 11 bankruptcy. Chapter 11 typically involves a court-supervised reorganization, during which creditors like Wayne Bank may seek to maximize recovery through restructuring, collateral realization, or negotiated repayment plans over time.

How are Norwood Financial’s loans to these borrowers secured?

The company states that the loans are primarily secured by several commercial real estate properties. The value and marketability of this collateral will be important in determining ultimate recoveries and any loan losses associated with the borrowers’ Chapter 11 bankruptcy process.

When will Norwood Financial (NWFL) provide more details on this lending relationship?

Norwood Financial anticipates giving further information about this lending relationship in its second quarter earnings release. That update is expected on or about July 22, 2026, when the company may discuss reserves, charge-offs, or restructuring outcomes tied to these loans.

Is the bankruptcy disclosure in Norwood Financial’s 8-K considered filed or furnished?

The company states the information under Item 7.01 is being furnished, not filed, for Exchange Act Section 18 purposes. As a result, it is not automatically incorporated by reference into other Securities Act or Exchange Act filings unless expressly included there.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/18/2026 - 07:38 AM Learn about SEC filing dates

false000101327200010132722026-06-182026-06-18

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): June 18, 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)	(I.R.S. Employer ‎Identification Number)

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 (see General Instruction A.2. below):

☐ 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 class		Trading ‎symbol		Name of 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. ☐

‎

Item 7.01Regulation FD Disclosure

During June 2026, two customers (the “Borrowers”) of Wayne Bank (the “Bank”), the bank subsidiary of Norwood Financial Corp (the “Company”), filed for personal and corporate Chapter 11 bankruptcy. The Bank has five loans to four different corporate entities controlled by the Borrowers totaling $22.0 million (which represents the Bank’s participation interest in a total credit of $29.0 million for which the Bank is the originating lender). The loans are primarily secured by several commercial real estate properties. The Company has been identified as a creditor to the bankrupt entities and is currently analyzing the potential loss exposure to the Company. The Company anticipates providing further information relating to the lending relationship as part of its second quarter earnings release expected to be issued on or about July 22, 2026.

The information contained in this Form 8-K provided under Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Forward-Looking Statements

In addition to historical information, this current report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which describes the future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “target” and words of similar meaning. Forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report. Those risks and uncertainties include, among other things, changes in federal and state laws, changes in interest rates, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

‎

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

						NORWOOD FINANCIAL CORP
DATE: June 18, 2026				By:		/s/ John M. McCaffery
						John M. McCaffery
						Executive Vice President and
						Chief Executive Officer

Filing Exhibits & Attachments

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• EX-101 EX-101.SCH 2.2 KB
• EX-101 EX-101.LAB 13.3 KB
• EX-101 EX-101.PRE 10.4 KB