[8-K] Norwood Financial Corp Reports Material Event

Rhea-AI Filing Summary

On June 18, 2025, Norwood Financial Corp (NASDAQ: NWFL) filed a Form 8-K reporting that its Board of Directors declared a $0.31 per-share quarterly cash dividend. The dividend is payable on August 1, 2025 to shareholders of record at the close of business on July 15, 2025. Aside from attaching the related press release as Exhibit 99.1, the filing contains no other financial data, strategic initiatives, or operational changes. The announcement maintains the company’s established payout pattern, indicating continued earnings stability and sufficient liquidity, but does not represent a material change in guidance or capital strategy.

Positive

• Continuation of $0.31 quarterly dividend underscores management’s confidence in steady cash flows and supports shareholder income.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine $0.31 dividend keeps capital return intact; negligible strategic impact.

The declaration aligns with NWFL’s historic quarterly payout and signals stable cash generation without altering leverage or growth plans. Because the amount and cadence are unchanged, this 8-K is primarily informative for income-focused shareholders. There is no new guidance, earnings update, or risk disclosure; therefore, market impact should be limited and sentiment neutral to slightly positive, supporting the view that management expects consistent profitability and capital adequacy.

false 0001013272 0001013272 2025-06-18 2025-06-18

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, 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

Section 8 – Other Events

Item 8.01 Other Events.

On June 18, 2025, Norwood Financial Corp announced that its Board of Directors had declared a quarterly cash dividend of $0.31 per share payable on August 1, 2025, to stockholders of record as of July 15, 2025. A copy of the press release dated June 18, 2025, announcing the dividend is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

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

Number		Description
99.1		Press Release, dated June 18, 2025.
104		The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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: June 18, 2025				By:		/s/ John M. McCaffery
						John M. McCaffery
						Executive Vice President and Chief Financial Officer
						(Duly Authorized Representative)

FAQ

What dividend did Norwood Financial Corp (NWFL) announce?

A $0.31 per-share quarterly cash dividend.

When will the NWFL dividend be paid?

The payment date is August 1, 2025.

What is the record date for NWFL’s latest dividend?

July 15, 2025.

Did the Form 8-K disclose any other financial results or guidance?

No; the filing only covers the dividend declaration and related press release.

How does this dividend compare to previous NWFL payouts?

The amount is consistent with prior quarterly dividends, indicating a stable payout policy.