Norwood Finl SEC Filings

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.

James Shook filed an initial Form 3 reporting beneficial ownership in NORWOOD FINANCIAL CORb (NWFL). The event date reported is 09/16/2025. The filing lists 1,030 shares of common stock held directly and 409 shares held indirectly through Lake Region Supermarket Inc. The Form 3 was signed by an attorney-in-fact on 10/09/2025. The disclosure indicates a director-level relationship and appears to be a routine initial ownership report.

Norwood Financial Corp. filed an amended S-4 registering the proposed merger with PB Bankshares, Inc. and issued a combined proxy statement/prospectus describing transaction mechanics, voting procedures and key financial effects. The document shows a 20-day volume-weighted average price of $25.77 as of July 3, 2025, and provides that shareholders may elect stock or cash consideration subject to a 20% aggregate cash limit and allocation rules for "non-election shares." Directors and officers controlled approximately 14.3% of PB Bankshares voting stock and agreed to vote in favor of the merger.

The filing describes the merger as intended to qualify as a tax-free reorganization for U.S. federal income tax purposes, includes executive employment and change-in-control terms, and discloses possible non-recurring integration charges (system conversions, severance, branding) with unspecified timing or amounts. Key banking metrics and balance-sheet changes are shown: commercial real estate loans rose to $205.2M at 12/31/2024 and to $226.8M at 6/30/2025, available-for-sale securities decreased, cash & cash equivalents were $55.9M at 6/30/2025, nonperforming assets were 0.25% at 12/31/2024, and net interest margin improved to 2.88% for the quarter ended 6/30/2025. The filing warns that AFS impairment rules, allowance estimates, competitive pressures and liquidity alternatives may materially affect results.

Marissa S. Nacinovich filed an initial Form 3 reporting beneficial ownership in Norwood Financial Corp (NWFL). The filing shows 200 shares of common stock held in a direct ownership form. The event requiring the statement is dated 09/16/2025 and the form was signed on 09/30/2025 by an attorney-in-fact. The filing identifies Ms. Nacinovich as a Director of the issuer and indicates this is a filing by one reporting person. No derivatives or convertible securities are reported.

Norwood Financial Corp. (NWFL) is filing an S-4 to effect a business combination with PB Bankshares, Inc., including an Agreement and Plan of Merger dated July 7, 2025. The proxy/prospectus describes consideration mechanics (stock or cash elections, 20% aggregate cash limit and treatment of "non-election shares") and related governance and compensation arrangements for PB Bankshares executives and directors. Norwood reported balance-sheet trends through Dec 31, 2024 and June 30, 2025: commercial real estate loans rose from $205.2 million to $226.8 million; gross loans increased to $358.4 million at June 30, 2025; cash and cash equivalents rose to $55.9 million; debt securities available-for-sale declined to $35.6 million. Net interest margin improved to 2.88% for Q2 2025 (up 34 bps year-over-year) and net interest rate spread widened to 2.40%. Nonperforming assets were 0.25% at Dec 31, 2024. Provision for credit losses for Q2 2025 was $40,000 versus $17,000 in Q2 2024. The filing discloses transaction multiples and precedent deal metrics and warns of potential non-recurring integration charges and liquidity/credit risks.

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.

Norwood Financial Corp (NWFL) – Q2 2025 10-Q snapshot

• Net income rose 47% YoY to $6.2 m; EPS $0.67 vs $0.52. Six-month earnings up 39% to $12.0 m ($1.30/share).
• Net interest income +28% to $19.1 m as loans expanded 4.5% to $1.77 bn; securities portfolio steady at $402 m.
• Provision for credit losses increased to $0.95 m (Q2) lifting the allowance to $20.9 m, or 1.17% of loans.
• Funding mix: Deposits grew 7.5% to $1.998 bn, allowing short-term borrowings to fall 77% to $26.5 m.
• Capital: Stockholders’ equity improved 5.6% to $225 m as AOCI loss narrowed to –$27.5 m. Shares outstanding 9.26 m.
• Cash flow & returns: Operating cash flow $15.9 m; $0.62/share dividends paid YTD; $0.35 m in buybacks.

Higher loan yields and disciplined expenses drove profit growth despite a larger credit provision. Non-performing assets remain low at $8.1 m (0.45% of loans) with no loans 90+ days past due, supporting a stable risk profile.

James O. Donnelly, reporting person and the President & CEO and a director of Norwood Financial Corp (NWFL), reported a purchase transaction on the Form 4 filed for transactions dated 08/06/2025. The filing shows a purchase of 200 shares of common stock at a reported price of $23.90, resulting in 8,663 shares beneficially owned directly following the transaction. The form was signed by attorney-in-fact John M. McCaffery on 08/06/2025.

The filing also discloses indirect beneficial ownership of restricted stock reported as 300, 1,500, 5,157, and 5,923 shares, each subject to the vesting schedules described in the form: one award with a 70% vest at the one-year anniversary of May 10, 2022 and 10% annually thereafter, and three awards vesting in five equal annual installments beginning on 12/13/2023, 12/12/2024, and 12/15/2025, respectively.

Filing: Form 4 filed for Ronald R. Schmalzle, Director of Norwood Financial Corp (NWFL), reporting transactions dated 08/05/2025.

Transactions: Reporting person acquired 600 shares of common stock at a reported price of $24.35. Following the reported transaction, beneficial ownership is reported as 8,715 shares direct. Additional reported holdings include 26,468 shares held in an IRA (indirect) and 825 restricted shares (indirect).

Other details: Relationship to issuer: Director. Explanation states the restricted award vests in three equal installments beginning December 15, 2025, annually thereafter during continued service. Form signed on 08/05/2025 by attorney-in-fact John M. McCaffery.