Norwood Financial (NASDAQ: NWFL) gets final nod for PB Bankshares acquisition

Rhea-AI Filing Summary

Norwood Financial Corp announced it has received final regulatory approvals for its proposed acquisition of PB Bankshares, Inc. and its subsidiary Presence Bank. The companies now expect to close the transaction on or about January 5, 2026, subject to customary closing conditions and the expiration of any required waiting periods.

The disclosure also notes that statements about expected cost savings, revenue opportunities, integration timing and other merger benefits are forward-looking and involve risks. These include the possibility of higher-than-anticipated merger and integration costs, challenges combining operations and retaining key relationships, as well as broader economic, regulatory, competitive, technological and environmental factors that could cause actual results to differ materially from current expectations.

Insights

Bank M&A and Regulatory Analyst

Regulatory clearance advances Norwood’s PB Bankshares acquisition toward an expected closing in early 2026, while integration and macro risks remain important.

Norwood Financial has obtained final regulatory approvals for its planned acquisition of PB Bankshares, Inc. and its wholly owned subsidiary Presence Bank. With these approvals in hand, the parties now anticipate closing on or about January 5, 2026, contingent on customary closing conditions and the expiration of any remaining waiting periods. This moves the transaction from a regulatory review phase toward completion.

The companies emphasize that anticipated cost savings, synergies and revenue enhancements from greater market penetration and expanded lending capacity are forward-looking. They list several risks that could limit these outcomes, including higher-than-expected merger expenses, slower or more difficult integration of systems and staff, and potential attrition among key clients, partners and other relationships.

Additional uncertainties cited include changes in Federal Reserve and U.S. government policies, shifts in general economic conditions, legislative or regulatory changes, competition from banks and non-banks, technology-related costs, and disruptions from disasters, health emergencies, pandemics or hostilities. They refer readers to existing reports on Form 10-K and Form 10-Q filed with the SEC for more detail, underscoring that actual post-merger performance will depend on both execution of the integration and external economic and regulatory developments.

false 0001013272 0001013272 2025-12-12 2025-12-12

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) December 12, 2025

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 8.01. Other Events.

On December 12, 2025, Norwood Financial Corp (“Norwood”) announced that it had received final regulatory approvals for its proposed acquisition of PB Bankshares, Inc. (“PB Bankshares”) and its wholly owned subsidiary, Presence Bank. Subject to the satisfaction of customary closing conditions and the expiration of any applicable waiting periods, Norwood anticipates closing the acquisition on or about January 5, 2026. A copy of the press release is filed herewith as Exhibit 99.1, and is incorporated in its entirety by reference herein.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Norwood’s and PB Bankshares’ beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward” and other expressions that indicate future events and trends identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that may cause actual results or earnings to differ materially from such forward-looking statements include, among others, the following: the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the integration of PB Bankshares’s business and operations with those of Norwood may take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to PB Bankshares’s or Norwood’s existing businesses; the anticipated cost savings and other synergies of the merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the merger may be greater than expected; the ability to achieve anticipated merger-related operational efficiencies; the ability to enhance revenue through increased market penetration, expanded lending capacity and product offerings; changes in monetary and fiscal policies of the Federal Reserve Board and the U. S. Government, particularly related to changes in interest rates; changes in general economic conditions, especially the effects of current fluctuations in tariff policies, impacts of workforce deportations, the proliferation of legal actions challenging government policies, and substantial reductions in force of government and non-government organization employees, all of which may put pressure on supply chains and exacerbate market volatility; occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, or the effects of climate change, and the ability of Norwood, PB Bankshares and their respective customers to deal effectively with disruptions caused by the foregoing; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in our market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; and changes in accounting principles, or the application of generally accepted accounting principles. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking

statements are discussed in Norwood’s and PB Bankshares’ reports (such as the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Norwood or PB Bankshares or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Norwood and PB Bankshares do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made. We caution that the foregoing list of important factors that may affect future results is not exhaustive.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are being filed with this report.

No.		Description
99.1		Press Release dated December 12, 2025.
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: December 12, 2025				By:		/s/ James O. Donnelly
						James O. Donnelly President and Chief Executive Officer (Duly Authorized Representative)

FAQ

What did Norwood Financial Corp (NWFL) announce regarding PB Bankshares?

Norwood Financial Corp announced that it has received final regulatory approvals for its proposed acquisition of PB Bankshares, Inc. and its wholly owned subsidiary Presence Bank. This means the transaction has cleared the required regulatory review stage and can move toward closing, subject to remaining conditions.

When is Norwood Financial (NWFL) expecting to close the PB Bankshares acquisition?

Norwood indicated that it anticipates closing the acquisition of PB Bankshares on or about January 5, 2026, provided that customary closing conditions are satisfied and any applicable waiting periods have expired.

Which entities are involved in Norwood Financial’s planned acquisition?

The transaction involves Norwood Financial Corp as the acquirer and PB Bankshares, Inc. as the target, along with PB Bankshares’ wholly owned banking subsidiary, Presence Bank.

What conditions still need to be met before Norwood Financial (NWFL) can close the PB Bankshares deal?

Although final regulatory approvals have been obtained, closing remains subject to the satisfaction of customary closing conditions and the expiration of any applicable waiting periods, as described in the disclosure.

What risks and uncertainties does Norwood highlight about the PB Bankshares merger?

Norwood notes that expected merger benefits are forward-looking and may be affected by several risks. These include the merger being more expensive than anticipated, integration of PB Bankshares’ operations taking longer or being more difficult, cost savings and synergies not being fully realized, and greater-than-expected attrition in key client, partner and other relationships. Broader risks cited include changes in Federal Reserve and U.S. government policies, economic conditions, legislative or regulatory changes, competition, technology-related costs and disruptions from disasters, health emergencies, pandemics, hostilities or climate-related effects.

Where can investors find more information about Norwood Financial (NWFL) and PB Bankshares?

The companies refer to their reports filed with the U.S. Securities and Exchange Commission, including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the SEC’s website at www.sec.gov for additional information and risk factors.