Norwood Financial Corp 8-K Filings

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.

Norwood Financial Corp released a Q2 2026 investor presentation outlining strong community banking performance and its growth strategy. For the quarter ended June 30, 2026, net interest income was $26,839K, up 41% year-over-year, and adjusted net income was $9,370K, up 48%, producing record net interest income and record net income. Adjusted diluted EPS was $0.86, with adjusted return on average assets of 1.29% and adjusted return on average tangible equity of 15.11%.

Total assets reached 2,908 ($M), with total loans of 2,263 ($M) and deposits of 2,514 ($M), and a loans-to-deposits ratio of 90.0%. Noninterest income grew to 10,257K with higher debit card fees, and management targets more than 6% annual asset growth to over $5B and expanding noninterest income toward 20% of revenue.

The presentation updates the Presence Bank merger, noting tangible book value dilution of 2.24% versus 4.2% expected and earnback of 0.5 years versus 2.5 years expected, along with lower core deposit intangible and transaction expenses. Credit metrics included non-performing loans of 1.23% of loans and an allowance for credit losses of 1.13% of loans, supported by capital ratios above well-capitalized levels and 34 consecutive years of dividend increases.

Norwood Financial Corp reported higher Q2 2026 results, with net interest income of $26,839 thousand versus $19,065 thousand a year earlier and net income of $9,328 thousand versus $6,205 thousand. Diluted earnings per share were $0.86, up from $0.67. Net interest margin on a fully taxable-equivalent basis widened to 3.90% from 3.43%, and return on average assets improved to 1.28% from 1.06%. Excluding merger-related expenses and 2026 BOLI restructuring fees, Q2 Pre Provision Net Revenue was $13,626 thousand and net income $9,370 thousand, both higher than in Q2 2025.

Total assets reached $2,907,914 thousand at June 30, 2026, with loans of $2,262,813 thousand and deposits of $2,514,297 thousand. Book value per share rose to $26.59 and tangible book value to $22.96. Credit costs increased, with provision for credit losses of $1,944 thousand compared with $950 thousand a year earlier and annualized net charge-offs of 0.24%, up from 0.08%. This included a $729 thousand charge-off related to a borrower relationship with approximately $22 million of exposure that entered Chapter 11. Nonperforming loans rose to 1.21% of total loans and nonperforming assets to 0.97% of total assets.

Norwood Financial Corp announced that its Board of Directors has declared a quarterly cash dividend of $0.32 per share, payable on August 3, 2026 to stockholders of record as of July 15, 2026. The dividend amount remains the same as the per-share dividend declared in the first quarter of 2026.

Norwood Financial, parent of Wayne Bank, operates 33 community offices across multiple counties in Pennsylvania and New York and reports total assets of $2.9 billion. Its common stock trades on the Nasdaq Global Market under the symbol NWFL.

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.

Norwood Financial Corp held its Annual Meeting of Stockholders on April 28, 2026. Stockholders elected three directors to the board: Kevin M. Lamont, Dr. Kenneth A. Phillips and Jeffrey S. Gifford. All three received more than 5.7 million votes each, with broker non-votes of 1,986,804 reported for each director.

Stockholders also approved two additional proposals, each receiving more votes cast “For” than “Against.” One proposal received 7,956,697 votes for, 51,063 against and 301,876 abstentions, while another received 5,282,802 for, 802,735 against and 237,295 abstentions, with 1,986,804 broker non-votes.

Norwood Financial Corp used its 2026 annual shareholders’ meeting presentation to showcase growth, profitability and capital strength for community bank Wayne Bank. The company reported total assets of $2.9 billion, total gross loans of $2.2 billion, total deposits of $2.4 billion and total equity of $284 million as of December 31, 2025, excluding the Presence Bank acquisition.

For 2025, net interest margin increased 52 basis points, helped by a portfolio repositioning completed in December 2024, while the efficiency ratio declined, reflecting improved interest income. The bank remains well capitalized, with total risk-based capital of 13.06% in 2025 versus a 10% “well capitalized” threshold, and operating expenses to average assets of 2.07% in Q4 2025, lower than national and local peers.

The presentation highlights record Q1 2026 net interest income and stronger margins, including a net interest spread of 3.04%, net interest margin of 3.68%, adjusted return on assets of 1.10% and adjusted return on tangible equity of 12.65%, all year-over-year improvements. Norwood also emphasizes shareholder returns, with a dividend yield of 4.2% as of April 23, 2026, a 2025 dividend per share of $1.24, 34 consecutive years of dividend increases, and a share repurchase program authorizing buybacks of up to 5% of outstanding shares, under which over 10,000 shares were repurchased in 2025.

Norwood Financial Corp reported first quarter 2026 results that reflect strong underlying banking performance but lower GAAP earnings due to merger-related costs. Net income was $3.7 million, or $0.35 per diluted share, down from $0.63 a year earlier, as the Company absorbed $4.9 million of merger expenses and a $225 thousand bank owned life insurance restructuring fee.

On an adjusted basis, net income rose to $7.8 million and diluted EPS to $0.72, with adjusted return on average assets at 1.10% and adjusted return on average tangible equity at 12.65%. Net interest income increased to $24.6 million, up 38% year over year, and the fully taxable-equivalent net interest margin expanded to 3.68%. Following the January 5, 2026 acquisition of PB Bancshares, total assets reached $2.9 billion, loans $2.24 billion, and deposits $2.51 billion, while credit quality remained solid with nonperforming loans at 0.46% of total loans and nonperforming assets at 0.38% of total assets.

Norwood Financial Corp. filed an amendment to its earlier report on completing the acquisition of PB Bankshares, Inc. and Presence Bank, adding detailed historical and unaudited pro forma financial information.

The pro forma combined balance sheet as of September 30, 2025 shows total assets of $2,866,713 thousand, deposits of $2,428,979 thousand and shareholders’ equity of $275,918 thousand. For the nine months ended September 30, 2025, pro forma net income is $22,598 thousand, or $2.08 per diluted share. For 2024, pro forma results show a net loss of $3,273 thousand, or $0.34 per diluted share, reflecting significant merger-related charges. The estimated total purchase price is $58,290 thousand, generating goodwill of about $13.0 million and incorporating one-time pre-tax merger charges of $6.8 million for Norwood and $2.0 million for PB Bankshares.

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.

Norwood Financial Corp filed a report stating it issued a press release announcing plans to release its fourth quarter 2025 financial results on January 22, 2026. The company also plans to host a webcast and conference call that same day to discuss those results. The press release is provided as an exhibit to the report but is furnished rather than filed, meaning it is not incorporated into other securities offerings by default.

Norwood Financial Corp reported that its Board of Directors declared a quarterly cash dividend of $0.32 per share. The dividend will be paid on February 2, 2026 to shareholders who are on record as of January 15, 2026. This regular cash payment rewards existing stockholders and reflects the company’s ongoing practice of returning cash to its owners through dividends.

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.

Norwood Financial Corp (NWFL) furnished materials tied to its latest results. On October 22, 2025, the company issued a press release announcing earnings for the three and nine months ended September 30, 2025, furnished as Exhibit 99.1, and hosted an earnings call supported by an investor presentation furnished as Exhibit 99.2.

The company also referenced its proposed merger with PB Bankshares. Norwood has filed a Form S-4 to register shares to be issued in the transaction; the registration statement has not yet been declared effective, and a joint proxy statement/prospectus will be mailed to PB Bankshares stockholders seeking their approval.

Norwood Financial Corp announced it will release its third quarter 2025 financial results on October 22, 2025, and will host a webcast and conference call the same day to discuss the results.

The company furnished a press release as Exhibit 99.1 in connection with this announcement; it is designated as furnished and not filed under the Exchange Act.

NORWOOD FINANCIAL CORP (NWFL) filed an 8-K reporting two press releases dated Sept 17, 2025: one announcing changes to the board and another announcing a dividend. The filing also discloses that during the fiscal year ended December 31, 2024, the largest aggregate outstanding principal balance of all such loans was $32,983. The submission is signed by James O. Donnelly and includes an interactive Inline XBRL cover page. The filing gives the event dates and a loan balance figure but provides no further details about the board changes or the dividend amount.

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.