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.
NORWOOD FINANCIAL CORP director Joseph W. Carroll reported multiple open-market purchases of Common Stock on 2026-05-05. He bought a total of 672 shares at prices between $29.42 and $29.46 per share, through both direct holdings and indirect accounts including his spouse and IRAs. Following these transactions, he holds over 41,000 shares directly, plus additional indirect holdings such as 7,247 shares reported as owned by his spouse.
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 director Joseph W. Carroll reported an open-market purchase of 180 shares of Common Stock at $29.61 per share, held indirectly through an IRA. After this transaction, that IRA holding increased to 904 shares. As of the same date, he also reported 724 shares held through his spouse’s IRA, 7,247 shares held by his spouse, and 41,594 shares held directly in his name, underscoring a sizable combined ownership position across direct and indirect accounts.
NORWOOD FINANCIAL CORP director James Shook bought additional company stock in an open-market transaction. On April 30, 2026, he purchased 375 shares of Common Stock at a price of $29.06 per share, bringing his direct ownership to 9,353 shares.
He also has 825 shares of Common Stock reported as indirect ownership classified as Restricted Stock. According to the award terms, these restricted shares vest in three equal installments beginning on December 15, 2026 and annually thereafter, contingent on his continued service in an eligible role.
NORWOOD FINANCIAL CORP EVP & CFO John Martin McCaffery Jr reported an open-market purchase of 1,000 shares of common stock at $29.44 per share, held indirectly in an IRA. Following this transaction, that IRA position holds 4,000 common shares.
The filing also updates several indirect restricted stock awards and a direct holding of common stock, reflecting post-transaction balances of 2,000, 1,200 and 804 restricted shares, plus 1,500 directly held shares, subject to the specific vesting schedules described in the awards.
NORWOOD FINANCIAL CORP President & CEO James O. Donnelly reported an open-market purchase of 100 shares of Common Stock at $29.06 per share through an IRA on April 29, 2026. Following this trade, that IRA holds 300 shares indirectly. The filing also restates several indirect restricted stock awards and a direct holding of 11,700 common shares. Footnotes show these restricted awards vest over multi-year schedules, with some vesting 70% after one year and others in five equal annual installments beginning on specified December dates.
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.
Shook James reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director James Shook received a stock award, increasing his holdings. He was granted 45 shares of Common Stock at $30.39 per share as Director Retainer Shares issued under the 2024 Equity Incentive Plan.
After this grant, he directly owns 8,978 shares of Common Stock. He also has an indirect holding of 825 Restricted Stock shares. The award vests in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service.
Carroll Joseph W reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Joseph W. Carroll received an equity grant of 45 shares of Common Stock at $30.39 per share on April 10, 2026. The footnote states these are Director Retainer Shares issued under the 2024 Equity Incentive Plan, reflecting routine board compensation rather than an open-market purchase.
Following this award, Carroll directly holds 41,594 Common Stock shares. He also has indirect holdings reported as 7,247 shares held by his spouse, 724 shares held in his IRA, and 724 shares held in his spouse’s IRA.