Norwood Financial Corp filings document the public-company disclosures of a bank holding company for Wayne Bank. Its Form 8-K reports furnish earnings releases, earnings-call materials, annual-meeting presentations, dividend announcements, and other material-event disclosures tied to operating results, financial condition, shareholder distributions, and business strategy.
The company’s proxy and annual-meeting filings cover director elections, auditor ratification, advisory executive-compensation votes, and final voting results. Norwood’s filings also identify its Nasdaq-listed common stock, capital-structure terms, governance matters, exhibits, and Regulation FD materials associated with its regional banking operations and completed bank acquisition activity.
Nacinovich Marissa S reported acquisition or exercise transactions in this Form 4 filing.
Norwood Financial Corp director Marissa S. Nacinovich received a stock grant rather than buying shares on the market. She was awarded 46 shares of common stock at $29.40 per share as part of her director retainer under the 2024 Equity Incentive Plan. After this grant, she directly owns 394 common shares. She also has 825 common shares reported as indirect restricted stock. The new award vests in three equal installments beginning on December 15, 2026 and annually thereafter, as long as she continues serving in an eligible role.
Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.
Norwood Financial Corp director Ralph A. Matergia received a stock grant of 46 shares of Common Stock at $29.40 per share on March 11, 2026. This grant is classified as a director retainer award under the 2024 Equity Incentive Plan and is compensation rather than an open-market purchase.
Following the grant, Matergia directly holds 26,428 Common Stock shares. The filing also lists several indirect restricted stock awards that vest in scheduled installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, contingent on continued board or related service.
Norwood Financial Corp director Kevin M. Lamont received a small stock award as part of board compensation. On March 11, 2026, he acquired 46 shares of common stock as a grant at $29.40 per share, described as Director Retainer Shares issued under the 2024 Equity Incentive Plan.
After this grant, Lamont directly owns 135,870 common shares. The filing also lists additional indirect holdings through a spouse and several restricted stock awards that vest over multi‑year schedules beginning on various December dates from 2022 through 2026.
Carroll Joseph W reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Joseph W. Carroll received an award of 46 shares of Common Stock on March 11, 2026. The shares were granted at $29.40 per share as Director Retainer Shares issued under the 2024 Equity Incentive Plan, increasing his directly held stake to 41,549 shares.
He also reports additional indirect holdings through his spouse and IRA accounts, showing that this filing reflects compensation-related equity, not an open-market purchase or sale.
Norwood Financial Corp reported strong improvement in 2025, earning net income of $27.8 million after a small loss in 2024. Earnings per diluted share were $3.01, with return on average assets of 1.17% and return on average equity of 12.22%.
Total assets reached $2.425 billion, loans grew to $1.853 billion, and deposits rose to $2.079 billion. Asset quality remained sound, with non-performing assets at 0.29% of total assets and an allowance for credit losses of $19.9 million, or 1.07% of loans. Regulatory capital ratios stayed well above “well-capitalized” thresholds, including a Tier 1 risk-based ratio of 12.37%.
Results reflected higher net interest income of $78.3 million and lower credit loss provisioning. Management also highlights a 2024 common stock offering of 1.15 million shares for approximately $28 million of net proceeds and a major securities portfolio repositioning to higher-yielding investments.
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 director Jeffrey S. Gifford reported routine equity compensation grants in the form of common stock. On 04/10/2025, 07/10/2025, 10/10/2025, 01/12/2026, and 02/11/2026 he acquired 123, 117, 116, 105, and 43 shares, respectively, as director retainer shares issued under the 2024 Equity Incentive Plan, at prices between $24.33 and $31.62 per share. After these transactions he directly held 26,546 common shares, with additional indirect holdings through spouse, custodial, IRA, and restricted stock positions.
Nacinovich Marissa S reported acquisition or exercise transactions in a Form 4 filing for NWFL. The filing lists transactions totaling 148 shares at a weighted average price of $29.35 per share. Following the reported transactions, holdings were 348 shares.
Norwood Financial Corp director Kenneth A. Phillips reported a series of small stock awards, described as Director Retainer Shares issued under the 2024 Equity Incentive Plan. He acquired 123, 117, 116, 105 and 43 shares of common stock on April 10, 2025, July 10, 2025, October 10, 2025, January 12, 2026 and February 11, 2026, respectively, at prices between $24.33 and $31.62 per share, bringing his directly held common stock to 15,669 shares.
The filing also lists several indirect holdings of restricted stock (40, 280, 420, 550, 82 and 825 shares), with awards scheduled to vest in equal installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025 and December 15, 2026, subject to continued service.
Hungerford Meg L reported acquisition or exercise transactions in a Form 4 filing for NWFL. The filing lists transactions totaling 504 shares at a weighted average price of $26.45 per share. Following the reported transactions, holdings were 6,107 shares.