Norwood Financial authorizes 550K-share buyback

NORWOOD FINANCIAL CORP (NWFL) announced that its Board of Directors has authorized a stock repurchase program for up to 550,000 shares of its common stock, representing approximately 5% of issued and outstanding shares.

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (NWFL) announced that its Board of Directors has authorized a stock repurchase program for up to 550,000 shares of its common stock, representing approximately 5% of issued and outstanding shares. The new authorization replaces and supersedes a prior repurchase plan adopted in 2021.

The company may repurchase shares in open market or private transactions, including block trades and transactions pursuant to Rule 10b5-1 trading plans, with open-market purchases conducted in accordance with Rule 10b-18. The program is discretionary, may be suspended, terminated or modified at any time, and does not obligate the company to repurchase any specific number of shares. Norwood Financial, holding company for Wayne Bank, reports total assets of $2.9 billion and operates 33 community offices across Pennsylvania and New York.

Positive

• Authorized repurchase of up to 550,000 shares (~5% of shares) provides the company flexibility to return capital to shareholders when management views the stock price as attractive, potentially supporting earnings per share and capital deployment efficiency.

Negative

• None.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized share repurchases: 550,000 shares Repurchase authorization as percent of shares: 5% Total assets: $2.9 billion +1 more

4 metrics

Authorized share repurchases 550,000 shares Maximum shares under new stock repurchase program

Repurchase authorization as percent of shares 5% Approximate share of issued and outstanding common stock covered by program

Total assets $2.9 billion Company total assets as stated in the release

Community offices 33 Number of community offices operated by Wayne Bank in PA and NY

Key Terms

stock repurchase program, Rule 10b5-1, Rule 10b-18, forward-looking statements, +1 more

5 terms

stock repurchase program financial

"its Board of Directors has adopted a stock repurchase program"

A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.

Rule 10b5-1 regulatory

"pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

Rule 10b-18 regulatory

"Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

forward-looking statements regulatory

"this release may contain forward-looking statements within the meaning of the"

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.

Private Securities Litigation Reform Act of 1995 regulatory

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

FAQ

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

What stock repurchase program did NORWOOD FINANCIAL CORP (NWFL) announce?

Norwood Financial Corp’s Board authorized a stock repurchase program allowing the company to buy back up to 550,000 shares of common stock, about 5% of issued and outstanding shares. The program replaces the company’s prior repurchase plan from 2021 and is entirely discretionary.

How large is the NWFL buyback relative to its share base?

The new Norwood Financial Corp repurchase authorization covers up to 550,000 shares, which the company states represents approximately 5% of its issued and outstanding common shares.

How can Norwood Financial Corp (NWFL) execute share repurchases?

Norwood Financial Corp may repurchase shares in open market or private transactions, including block trades, and under any Rule 10b5-1 trading plan. Open market purchases will follow the limitations of Rule 10b-18 and other applicable legal requirements.

Is Norwood Financial Corp required to repurchase all 550,000 shares?

No. The company states the repurchase program does not obligate it to purchase any particular number of shares and may be suspended, terminated or modified at any time based on factors such as market conditions and alternative uses of capital.

What is the size and footprint of Norwood Financial Corp (NWFL)?

Norwood Financial Corp reports $2.9 billion in total assets and, through its subsidiary Wayne Bank, operates 33 community offices across several counties in Pennsylvania and New York.

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

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Available on EDGAR 08/28/2026 - 05:01 PM EDT Accepted by SEC EDGAR 08/28/2026 - 05:00 PM EDT Learn about SEC filing dates

false000101327200010132722026-08-282026-08-28

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): August 28, 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 8.01Other Events

On August 28, 2026, Norwood Financial Corp (the “Company”) announced that it had authorized a stock repurchase program for up to 550,000 shares of the Company’s outstanding shares of common stock. This amount represents approximately 5.0% of the Company’s outstanding shares of common stock.

A copy of the press release announcing the stock repurchase program is included as exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)The following exhibits are furnished with this report:

Exhibit ‎No.		Description
99.1		Press Release, dated August 28, 2026.
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

						NORWOOD FINANCIAL CORP
DATE: August 28, 2026				By:		/s/ John M. McCaffery
						John M. McCaffery
						Executive Vice President and Chief Executive Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE



Date: August 28, 2026

For Further Information Contact:

John M. McCaffery

    Executive Vice President & 

    Chief Financial Officer

    NORWOOD FINANCIAL CORP

    272-304-3003

    www.waynebank.com





NORWOOD FINANCIAL CORP

ADOPTS STOCK REPURCHASE PROGRAM



Honesdale, Pennsylvania,  August 28, 2026  – Norwood Financial Corp  (the “Company”) (Nasdaq Global Market-NWFL), the holding company of Wayne Bank,  today announced that its Board of Directors has adopted a stock repurchase program.  Under the repurchase program, the Company may repurchase up to 550,000 shares of its common stock, representing approximately 5% of the Company’s issued and outstanding shares.  The repurchase plan replaces and supersedes the repurchase plan which the Company had authorized in 2021.



The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.

Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.  Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.

The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases.  The repurchase program does not obligate the Company to purchase any particular number of shares.



About Norwood Financial Corp 



Norwood Financial Corp, through its subsidiary, Wayne Bank operates 33 Community Offices serving Wayne, Pike, Monroe, Lackawanna, Luzerne, Chester, Cumberland, and Lancaster Counties in Pennsylvania, along with Delaware, Sullivan, Otsego, Ontario, and Yates Counties in New York. The Company has total assets of $2.9 billion. The Company’s stock is traded on the Nasdaq Global Market under the symbol “NWFL”. For more information, visit wayne.bank.

Forward-Looking Statements



In addition to historical information, this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which describe 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. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in general economic conditions, interest rates and inflation; changes in asset quality; our ability to access cost-effective funding; fluctuations in real estate values; changes in laws or regulations; the effects of any federal government shutdown; changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; changes in technology; failures or breaches of our IT security systems; our ability to introduce new products and services and capitalize on growth opportunities; changes in accounting policies and practices; our ability to retain key employees; and the effects of natural disasters and geopolitical events, including terrorism, conflict and acts of war.





















Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 14.9 KB

Other Documents

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