Norwood Finl SEC Filings

Norwood Financial Corp director reports restricted stock grant

A director of Norwood Financial Corp reported receiving an award of 825 shares of restricted common stock on 12/16/2025 at a price of $29.8 per share. After this grant, the director beneficially owns 8,990 shares of common stock directly and 26,468 shares indirectly through an IRA, plus 550 and 825 restricted shares held indirectly.

The footnotes state that the 550-share restricted award vests in three equal installments beginning on December 15, 2025, and the 825-share award vests in three equal installments beginning on December 15, 2026, in each case subject to continued service as an employee, outside director, or director emeritus.

Norwood Financial Corp director James Shook reported receiving a new equity award. On 12/16/2025, he acquired 825 shares of restricted common stock at $ 29.8 per share. This award vests in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service as an employee, outside director or director emeritus.

After this transaction, he beneficially owns 4,830 shares of common stock directly, 409 shares indirectly through Lake Region Supermarket Inc., and 825 shares of restricted stock indirectly.

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) reported stronger Q3 results. Net income rose to $8.334 million from $3.844 million a year ago, with diluted EPS of $0.89 versus $0.48. Net interest income improved to $20.458 million from $15.931 million as loan interest and securities income increased, while total interest expense declined year over year. The quarter included a $0.502 million net release of credit loss provisions, compared with a provision of $1.345 million in the prior year period.

On the balance sheet, total assets reached $2.412 billion and stockholders’ equity rose to $234.9 million. Loans receivable (net) were $1.795 billion, up from $1.694 billion at year-end, and total deposits increased to $2.074 billion from $1.859 billion. Short-term borrowings declined to $0 from $113.1 million, and accumulated other comprehensive loss improved to $(23.708) million from $(33.121) million.

Noninterest income was $2.505 million, led by service charges and debit card fees. Noninterest expense totaled $12.934 million. The company declared a quarterly cash dividend of $0.31 per share during the period.

Norwood Financial Corp (NWFL): Director Kenneth A. Phillips reported Form 4 transactions dated 10/31/2025. He purchased 100 shares at $26.50 and 50 shares at $26.30, and made gifts of 100 and 50 shares the same day. Following these transactions, he directly owned 14,390 common shares.

He also reports indirect holdings via restricted stock awards, including 140, 80, 420, 560, 825, and 122 shares, which vest over multi‑year schedules beginning on dates from December 2021 through December 2025, contingent on continued service.

Norwood Financial (NWFL) reported insider buying by a director. On 10/27/2025, the director purchased common stock in multiple open‑market trades: 1,563 shares at $26.82, 200 shares at $26.62, 1,937 shares at $26.63, and 100 shares at $26.58. Following these transactions, the director beneficially owned 4,830 shares directly and 409 shares indirectly through Lake Region Supermarket Inc.

Norwood Financial (NWFL) and PB Bankshares (PBBK) announced a merger in which each PB Bankshares share will be converted into either 0.7850 shares of Norwood common stock or $19.75 in cash, subject to allocation procedures designed to deliver an overall mix of 80% stock and 20% cash. The value of the stock consideration will fluctuate with Norwood’s share price; based on closing prices, it equated to $25.77 per PB Bankshares share on July 3, 2025 and $21.17 on October 27, 2025.

A special meeting of PB Bankshares shareholders is set for December 10, 2025 at 10:00 a.m. in Lancaster, PA, to vote on the merger agreement, which requires approval by a majority of outstanding shares entitled to vote. The parties expect to close in the fourth quarter of 2025 or first quarter of 2026, subject to regulatory and other customary conditions. The transaction is expected to be a tax-free reorganization for holders receiving stock. PB Bankshares may terminate if Norwood’s price declines by more than 20% relative to a specified benchmark unless Norwood adjusts consideration; a $2.4 million termination fee may apply in certain scenarios. Following closing, Presence Bank will merge into Wayne Bank and Norwood will remain the surviving corporation.

Norwood Financial Corp (NWFL) reported stronger Q3 2025 results. Net income rose to $8.3 million from $3.8 million a year ago, and diluted EPS increased to $0.89 from $0.48. Net interest income reached $20.5 million, while the fully tax‑equivalent net interest margin improved to 3.63% and net interest spread to 2.94%. Return on average assets was 1.40% and return on average tangible equity was 16.76%. Excluding merger charges, adjusted EPS was $0.94 and adjusted net income was $8.8 million.

For the nine months ended September 30, 2025, net income was $20.3 million and diluted EPS was $2.22. Credit quality remained sound, with nonperforming loans at 0.36% of total loans and the allowance at 1.10% of loans. The company ended the quarter with total assets of $2.41 billion, loans of $1.81 billion, deposits of $2.07 billion, and stockholders’ equity of $234.9 million. Norwood also highlighted its pending merger with PB Bankshares; a Form S‑4 has been filed but not yet declared effective, and PB Bankshares stockholder approval will be sought via joint proxy statement/prospectus.