NWFL / Norwood Financial Corp. - Документы SEC, Годовой отчет, Доверенное заявление

Норвуд Финансовая Корпорация.
US ˙ NasdaqGM ˙ US6695491075

Основная статистика
CIK 1013272
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Norwood Financial Corp.
SEC Filings (Chronological Order)
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August 8, 2025 10-Q

Critical Accounting Policies

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Fin

July 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 22, 2025 NORWOOD FINANCIAL CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 22, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

July 23, 2025 EX-99.1

For the Quarter Ended

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Norwood Financial Corp announces Second Quarter 2025 Results Quarterly and Year-to-Date Highlights: • Fully diluted EPS of $0.67, a 29% increase over the same period in 2024 • Return on assets rose 31 basis points to 1.06% from 2Q 2024. • Net interest margin increased 13 basis points vs. the prior quarter and 63 basis points over the prior year. • Loans g

July 7, 2025 EX-99.1

Forward-looking Statements and Additional Information 2

Exhibit 99.1 Norwood Financial Corp Extends its Pennsylvania Presence with Strategic Acquisition of PB Bankshares, Inc. J u l y 7 , 2 0 2 5 Forward-looking Statements and Additional Information 2 Forward-looking Statements and Additional Information 3 The Combination of Two Highly Complementary Franchises ▪▪ ▪ ▪ ▪ ▪ 4 Transaction Impacts: Financially Compelling Expected Financial Impact Benefits o

July 7, 2025 EX-2.1

Agreement and Plan of Merger, dated July 7, 2025 by and among Norwood Financial Corp, Wayne Bank, PB Bankshares, Inc. and Presence Bank.

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG NORWOOD FINANCIAL CORP, WAYNE BANK, PB BANKSHARES, INC. AND PRESENCE BANK Dated as of July 7, 2025 TABLE OF CONTENTS Article 1 - THE MERGER 2 Section 1.1 Consummation of Merger; Closing Date 2 Section 1.2 Effect of Merger 3 Section 1.3 Further Assurances 3 Section 1.4 Directors and Officers 4 Section 1.5 Tax Consequences 4 Section 1.6 Bank Merg

July 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2025 NORWOOD FINANCIAL COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission Fi

July 7, 2025 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2025 NORWOOD FINANCIAL COR

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

July 7, 2025 EX-99.2

Norwood Financial Corp Extends its Pennsylvania Presence with Strategic Acquisition of PB Bankshares, Inc.

Exhibit 99.2 Norwood Financial Corp Extends its Pennsylvania Presence with Strategic Acquisition of PB Bankshares, Inc. July 7, 2025 For Immediate Release HONESDALE, PA. AND COATESVILLE, PA. — Norwood Financial Corp (“Norwood Financial”) (NASDAQ: NWFL), headquartered in Honesdale, Pennsylvania, and PB Bankshares, Inc. (“Presence”) (NASDAQ: PBBK), headquartered in Coatesville, Pennsylvania, jointly

June 18, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2025 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

June 18, 2025 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

EX-99.1 2 d943584dex991.htm EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – JUNE 18, 2025 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.31 per share cash dividend, which is payable on August 1, 2025,

May 9, 2025 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Fina

April 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 22, 2025 NORWOOD FINANCIAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 22, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 22, 2025 EX-99.1

Forward-Looking Statements The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation

EX-99.1 April 22, 2025 Annual Shareholders’ Virtual Meeting Exhibit 99.1 Forward-Looking Statements The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimat

April 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 22, 2025 NORWOOD FINANCIAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 22, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 17, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 17, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 17, 2025 EX-99.1

Norwood Financial Corp announces First Quarter 2025 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Norwood Financial Corp announces First Quarter 2025 Results Quarterly Highlights: • Fully diluted EPS of $0.63, a 14.5% increase over the same period in 2024 • Return on assets rises to over 1.00%. • Net interest margin increased 30 basis points vs. the prior quarter and 11 basis points over the prior year. • Loans grew at a 13.5% annualized rate during the first

March 31, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2025 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 31, 2025 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – MARCH 31, 2025 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market—NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.31 per share cash dividend, which is payable on May 1, 2025, to stockholders of record as of April 15

March 18, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registra

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

March 18, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

March 14, 2025 EX-21

Subsidiaries of Norwood Financial Corp

Exhibit 21 Subsidiaries of the Registrant  Parent  Norwood Financial Corp  Subsidiaries State or Other Jurisdiction of Incorporation Percentage Ownership  Wayne Bank Pennsylvania 100%  Subsidiaries of Wayne Bank  Norwood Investment Corp. Pennsylvania 100% WCB Realty Corp. Pennsylvania 100% WTRO Properties, Inc. Pennsylvania 100% 

March 14, 2025 10-K

Introduction Critical Accounting Policies Summary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-28364 NORWOOD FINANCIAL C

February 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 2025 NORWOOD FINANCIA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

February 18, 2025 EX-99.1

SUSAN CAMPFIELD TO RETIRE AS DIRECTOR OF NORWOOD FINANCIAL CORP AND WAYNE BANK

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SUSAN CAMPFIELD TO RETIRE AS DIRECTOR OF NORWOOD FINANCIAL CORP AND WAYNE BANK Honesdale, Pennsylvania – February 18, 2025 – Susan Campfield has announced her retirement from the Board of Directors of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, effective February 18, 2025. After serving the companies for 19 years, Ca

February 10, 2025 EX-99

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Norwood Financial Corp.

January 29, 2025 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 29, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

January 29, 2025 EX-99.1

Forward-Looking Statements The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation

January 2025 Investor Presentation Janney Investor Conference Exhibit 99.1 Forward-Looking Statements The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estim

January 28, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 2025 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

January 28, 2025 EX-99.1

Norwood Financial Corp announces Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Norwood Financial Corp announces Fourth Quarter and Full Year 2024 Results Quarterly Highlights: • Net interest margin increased 5 basis points vs. the prior quarter and 11 basis points over the prior year. • Loans grew at an 9% annualized rate during the fourth quarter. • Completed capital raise that supports our long-term strategy and repositions our investment

December 23, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 23, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

December 23, 2024 EX-99.1

Letter to Shareholders

Exhibit 99.1 Letter to Shareholders HONESDALE, PENNSYLVANIA (December 23, 2024) Dear Fellow Shareholders, Thank you for your investment in Norwood Financial and Wayne Bank. We work hard every day to take good care of our customers and to contribute to the well-being of our communities. We are a growth-oriented community bank that has grown both organically and by acquiring other financial institut

December 23, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 23, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

December 19, 2024 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – DECEMBER 18, 2024 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.31 per share cash dividend, which is payable on February 1, 2025, to stockholders of record as o

December 19, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 17, 2024 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

December 19, 2024 EX-99.2

NORWOOD FINANCIAL CORP CORRECTS DIVIDEND PAYMENT DATE FOR Q4 CASH DIVIDEND

Exhibit 99.2 NORWOOD FINANCIAL CORP CORRECTS DIVIDEND PAYMENT DATE FOR Q4 CASH DIVIDEND HONESDALE, PENNSYLVANIA – DECEMBER 19, 2024 Norwood Financial Corp (NASDAQ Global Market—NWFL) announced today that the dividend payment date for the fourth quarter cash dividend is February 3, 2025, not February 1, 2025, as was announced yesterday. The January 15, 2025 record date for the dividend remains the

December 18, 2024 EX-99.2

NORWOOD FINANCIAL CORP ANNOUNCES PRICING OF COMMON STOCK OFFERING

Exhibit 99.2 NORWOOD FINANCIAL CORP ANNOUNCES PRICING OF COMMON STOCK OFFERING HONESDALE, PENNSYLVANIA (December 17, 2024) – Norwood Financial Corp (NASDAQ: NWFL) (“Norwood” or the “Company”) today announced the pricing of a public offering of 1,000,000 shares of its common stock, $0.10 par value (the “Common Stock”), at a public offering price of $26.00 per share, for aggregate gross proceeds of

December 18, 2024 EX-1.1

Underwriting Agreement, dated December 17, 2024, by and among Norwood Financial Corp, Wayne Bank and Piper Sandler & Co. and Janney Montgomery Scott

Exhibit 1.1 NORWOOD FINANCIAL CORP Common Stock, par value $0.10 per share UNDERWRITING AGREEMENT December 17, 2024 Piper Sandler & Co. 1251 Avenue of the Americas, 6th Floor New York, NY 10020 Janney Montgomery Scott LLC 1717 Arch Street Philadelphia, PA 19103 Ladies and Gentlemen: Norwood Financial Corp, a Pennsylvania corporation (the “Company”) and the parent company of Wayne Bank (the “Bank”)

December 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 17, 2024 NORWOOD FINANCIA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 17, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

December 18, 2024 424B5

NORWOOD FINANCIAL CORP Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement Number 333-279619 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 11, 2024) NORWOOD FINANCIAL CORP $26,000,000 Common Stock We are offering 1,000,000 shares of our common stock, par value $0.

December 18, 2024 EX-99.1

Norwood Financial Corp Announces Launch of Common Stock Offering

Exhibit 99.1 Norwood Financial Corp Announces Launch of Common Stock Offering HONESDALE, PENNSYLVANIA (December 17, 2024) – Norwood Financial Corp (NASDAQ: NWFL) (“Norwood” or the “Company”), parent company of Wayne Bank, announced today that it has launched an underwritten public offering of shares of its common stock. The Company intends to grant the underwriters a 30-day option to purchase addi

December 17, 2024 FWP

Dated December 17, 2024 Filed Pursuant to Rule 433 Registration No. 333-279619 Supplementing the Preliminary Prospectus Supplement dated December 17, 2024 (to Prospectus dated July 11, 2024) Investor Presentation Follow-On Common Equity Offering Dece

Dated December 17, 2024 Filed Pursuant to Rule 433 Registration No. 333-279619 Supplementing the Preliminary Prospectus Supplement dated December 17, 2024 (to Prospectus dated July 11, 2024) Investor Presentation Follow-On Common Equity Offering December 2024 | 1 Forward-Looking Statements & Disclaimers Forward-Looking Statements The information disclosed in this document includes various forward-

December 17, 2024 424B5

Subject To Completion, Dated December 17, 2024

424B5 1 d889430d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement Number 333-279619 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting offers to buy these securities in any jur

November 7, 2024 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood

November 7, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

November 7, 2024 EX-99.1

The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The wo

Norwood Financial Corp Hovde Financial Services Conference November 6-8 2024 Exhibit 99.

October 28, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 28, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

October 28, 2024 EX-99.1

Norwood Financial Corp Announces Third Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Norwood Financial Corp Announces Third Quarter 2024 Results Quarterly Highlights: • Net interest margin increased 19 basis points vs. the prior quarter and 7 basis points over the prior year. • Loans grew at an 8% annualized rate during the 3rd quarter. • Capital continues to improve as the negative mark-to-market effect lessens 42% since last year. Honesdale, Pe

October 8, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 8, 2024 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

October 8, 2024 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – October 8, 2024 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.30 per share cash dividend, which is payable November 1, 2024, to shareholders of record as of Oct

August 8, 2024 EX-99.1

The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The wo

Norwood Financial Corp Investor Presentation June 30, 2024 Exhibit 99.1 The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,” “believes,”

August 8, 2024 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Finan

August 8, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

July 26, 2024 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS

Exhibit 99.1 For Immediate Release Contact: John M. McCaffery Executive Vice President & Chief Financial Officer 272-304-3003 wayne.bank NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS Honesdale, Pennsylvania – July 26, 2024 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for

July 26, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 26, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

July 18, 2024 EX-99.1

NORWOOD FINANCIAL CORP AND WAYNE BANK APPOINT RONALD R. SCHMALZLE AS DIRECTOR

Exhibit 99.1 For Immediate Release Contact: Kristen E. Lancia, CFMP, Vice President Email: [email protected] Phone: (570) 253-8594 NORWOOD FINANCIAL CORP AND WAYNE BANK APPOINT RONALD R. SCHMALZLE AS DIRECTOR Honesdale, Pennsylvania – July 18, 2024 The Board of Directors of Norwood Financial Corp (NASDAQ Global Market – NWFL) and its subsidiary, Wayne Bank, announced the appointment of

July 18, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 16, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

July 10, 2024 CORRESP

July 10, 2024

July 10, 2024 Via Edgar Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Norwood Financial Corp Registration Statement on Form S-3 File No. 333-279619 Dear Sir or Madam: Pursuant to Rule 461 of Regulation C, we hereby request acceleration of the effective date of the above-referenced Registration Statement to July 11, 2024, at 3:00 p.m., Washington, D.C. time, or as

June 28, 2024 S-3/A

As filed with the Securities and Exchange Commission on June 28, 2024

S-3/A Table of Contents As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

June 28, 2024 CORRESP

John J. Spidi

John J. Spidi Admitted in Massachusetts and the District of Columbia D: 202.434.4670 F:  202.434.8397 [email protected] VIA EDGAR June 28, 2024 John Stickel, Attorney Advisor Susan Block, Attorney Advisor United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Norwood Financial Corp Registration Statement

June 26, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 26, 2024 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

June 26, 2024 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – JUNE 26, 2024 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market—NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.30 per share cash dividend, which is payable August 1, 2024, to shareholders of record as of July 15,

June 24, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

June 24, 2024 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES APPOINTMENT OF JOHN M. MCCAFFERY AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Exhibit 99.1 For Immediate Release Contact: Kristen E. Lancia, CFMP, Vice President & Marketing Manager Email: [email protected] Phone: (570) 253-8594 NORWOOD FINANCIAL CORP ANNOUNCES APPOINTMENT OF JOHN M. MCCAFFERY AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER HONESDALE, PENNSYLVANIA – JUNE 21, 2024 James O. Donnelly, President and Chief Executive Officer of Norwood Financia

June 24, 2024 EX-10.1

Employment Agreement by and among Norwood Financial Corp, Wayne Bank and John M. McCaffery (2)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 24th day of June, 2024 (the “Effective Date”), by and between John M. McCaffery (the “Executive”), Wayne Bank (the “Bank”), and Norwood Financial Corp (the “Company”). WHEREAS, the Bank and the Company desire to employ the Executive as its Executive Vice President and Chief Financial Officer commencing on or about June 24, 2024

June 21, 2024 EX-10.2

Director Deferral Fee Plan (6)

Exhibit 10.2 WAYNE BANK DIRECTOR DEFERRED FEE PLAN THIS DIRECTOR DEFERRED FEE PLAN (this “Plan”) is adopted this day of , 2024, by Wayne Bank (the “Bank”). WITNESSETH: WHEREAS, the Bank recognizes the valuable services the Participants have performed for the Bank and wishes to encourage the Participants’ continued service and to provide the Participants with additional incentive to achieve corpora

June 21, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

June 21, 2024 EX-10.1

Executive Elective Deferral Plan.

Exhibit 10.1 WAYNE BANK EXECUTIVE ELECTIVE DEFERRAL PLAN THIS EXECUTIVE ELECTIVE DEFERRAL PLAN (this “Plan”) is adopted this day of , 2024, by Wayne Bank (the “Bank”). WITNESSETH: WHEREAS, the Bank recognizes the valuable services the Participants have performed for the Bank and wishes to encourage the Participants’ continued employment and to provide the Participants with additional incentive to

May 31, 2024 EX-10.2

Form of Stock Option Award Agreement Form

Exhibit 10.2 NORWOOD FINANCIAL CORP 2024 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Incentive Stock Option Agreement made this of between Norwood Financial Corp (Norwood) and [] (Employee). WHEREAS, Norwood desires to afford the Employee an opportunity to purchase shares of common stock of Norwood (Common Stock) as hereinafter provided, in accordance with the provisions of the Norwood Fina

May 31, 2024 S-8

As filed with the Securities and Exchange Commission on May 31, 2024

As filed with the Securities and Exchange Commission on May 31, 2024 Registration No.

May 31, 2024 EX-10.3

Form of Restricted Stock Award Agreement Form

Exhibit 10.3 Form of Restricted Stock Award Agreement Form STOCK AWARD AGREEMENT PURSUANT TO THE NORWOOD FINANCIAL CORP 2024 EQUITY INCENTIVE PLAN FOR EXECUTIVE OFFICERS Stock Award. This Stock Award Agreement (this “Agreement”) shall constitute an award (“Stock Award”) of Norwood Financial Corp (“Company”) common stock granted to [] (“Executive”) related to the continuation of his or her employme

May 31, 2024 EX-10.1

Norwood Financial Corp 2024 Equity Incentive Plan

Exhibit 10.1 NORWOOD FINANCIAL CORP 2024 EQUITY INCENTIVE PLAN 1. PURPOSE OF PLAN. The purpose of this 2024 Equity Incentive Plan is to provide incentives and rewards to officers, employees and directors who contribute to the long-term success and growth of Norwood Financial Corp and its Affiliates, and to assist these entities in attracting and retaining directors, officers and other selected emp

May 31, 2024 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Norwood Financial Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.

May 22, 2024 EX-4.5

Form of Indenture for Subordinated Debt Securities

EX-4.5 Exhibit 4.5 Norwood Financial Corp as Issuer and [ ] as Trustee FORM OF INDENTURE Dated as of [ ] Subordinated Debt Securities CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939 Trust Indenture Act Section INDENTURE Section Section 310(a)(1) Section 609 (a)(2) Section 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) Secti

May 22, 2024 S-3

As filed with the Securities and Exchange Commission on May 22, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 22, 2024 Registration No.

May 22, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Norwood Financial Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid  Equity  Common Stock, $0.

May 22, 2024 EX-4.4

Form of Indenture for Senior Debt Securities

EX-4.4 Exhibit 4.4 Norwood Financial Corp as Issuer and [ ] as Trustee FORM OF INDENTURE Dated as of [ ] Senior Debt Securities CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939 Trust Indenture Act Section INDENTURE Section Section 310(a)(1) Section 609 (a)(2) Section 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) Section 608

May 20, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 20, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission Fi

May 20, 2024 EX-99.1

The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The wo

Norwood Financial Corp Investor Presentation March 31, 2024 Exhibit 99.1 The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,” “believes,”

May 9, 2024 EX-10.1

Norwood Financial Corp 2024 Equity Incentive Plan

EXHIBIT 10.1 NORWOOD FINANCIAL CORP 2024 EQUITY INCENTIVE PLAN    1.PURPOSE OF PLAN.  The purpose of this 2024 Equity Incentive Plan is to provide incentives and rewards to officers, employees and directors who contribute to the long-term success and growth of Norwood Financial Corp and its Affiliates, and to assist these entities in attracting and retaining directors, officers and other selec

May 9, 2024 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Fina

April 26, 2024 EX-99.1

NORWOOD FINANCIAL CORP HOLDS ANNUAL MEETING OF SHAREHOLDERS

Exhibit 99.1 NORWOOD FINANCIAL CORP HOLDS ANNUAL MEETING OF SHAREHOLDERS FOR IMMEDIATE RELEASE – April 26, 2024 HONESDALE, PENNSYLVANIA The 153rd Annual Meeting of Shareholders of Norwood Financial Corp (Nasdaq-NWFL), parent company of Wayne Bank, was held in person on Tuesday, April 23, 2024, at 6th & River, Honesdale, Pennsylvania. Matters presented to, and approved by, stockholders were the re-

April 26, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 23, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 23, 2024 EX-99.1

2023 Results First Quarter 2024 Looking Forward DISCUSSION

Exhibit 99.1 2023 Results First Quarter 2024 Looking Forward DISCUSSION The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties and actual results could differ materially, and therefore, you should not place undue reliance on any forward-looking statements. Norwood Financial Corp does not undertake and specifically

April 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 22, 2024 NORWOOD FINANCIAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 22, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 22, 2024 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES FIRST QUARTER 2024 EARNINGS

Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES FIRST QUARTER 2024 EARNINGS Honesdale, Pennsylvania - April 22, 2024 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market – NWFL) and its subsidiary, Wayne Bank, announced net income of $4,433,000 for the three months ended March 31, 2024, a decrease of $1,349,000, from net incom

April 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

March 22, 2024 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – MARCH 22, 2024 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.30 per share quarterly cash dividend payable May 1, 2024, to shareholders of record as of April 15,

March 22, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2024 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 19, 2024 EX-99.1

Joseph W. Adams Joins Wayne Bank as Senior Vice President

Exhibit 99.1 For Immediate Release Contact: Kristen E. Lancia, CFMP, VP & Marketing Manager Email: [email protected] Phone: (570) 253-8594 Joseph W. Adams Joins Wayne Bank as Senior Vice President March 19, 2024, Honesdale, PA – Jim Donnelly, President and CEO of Wayne Bank, announced the appointment of Joseph W. Adams as Senior Vice President and Director of Wealth Management and Inves

March 19, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 15, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

March 15, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

March 14, 2024 10-K

Introduction Critical Accounting Policies Summary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-28364 NORWOOD FINANCIAL C

March 14, 2024 EX-3.II

Bylaws of Norwood Financial Corp(2)

Exhibit No. 3(ii)  BYLAWS  OF  NORWOOD FINANCIAL CORP. as amended*   ARTICLE I. OFFICES  1.1 Registered Office and Registered Agent. The registered office of Norwood Financial Corp. (the "Company") shall be located in the Commonwealth of Pennsylvania at such place as may be fixed from time to time by the board of directors of the Company (the "Board" or "Board of Directors") upon filing of s

March 14, 2024 EX-97

Norwood Financial Corp Incentive-Based Compensation Recovery Policy

Exhibit 97   NORWOOD FINANCIAL CORP  INCENTIVE-BASED COMPENSATION RECOVERY POLICY EFFECTIVE OCTOBER 2, 2023  1.

March 14, 2024 EX-19

Norwood Financial Corp Insider Trading Policy

  Exhibit 19  NORWOOD FINANCIAL CORP INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities (As adopted November 14, 2023)  This Insider Trading Policy (the “Policy”) provides guidelines to employees, officers and directors of Norwood Financial Corp (the “Company”) with respect to transactions in the Company’s securities.

March 14, 2024 EX-21

Subsidiaries of Norwood Financial Corp

Exhibit 21 Subsidiaries of the Registrant  Parent  Norwood Financial Corp  Subsidiaries State or Other Jurisdiction of Incorporation Percentage Ownership  Wayne Bank Pennsylvania 100%  Subsidiaries of Wayne Bank  Norwood Investment Corp. Pennsylvania 100% WCB Realty Corp. Pennsylvania 100% WTRO Properties, Inc. Pennsylvania 100% 

March 8, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

March 1, 2024 EX-99.1

The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The wo

Norwood Financial Corp Investor Presentation December 31, 2023 Exhibit 99.1 The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,” “believe

March 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 1, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

January 29, 2024 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND 2023 FISCAL YEAR

Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND 2023 FISCAL YEAR January 29, 2024 – Honesdale, Pennsylvania James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market – NWFL), and its subsidiary Wayne Bank, announced net income for the three months ended December 31, 2023 of $355,000 compared to t

January 29, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 29, 2024 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

December 14, 2023 EX-99.1

NORWOOD FINANCIAL CORP INCREASES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP INCREASES CASH DIVIDEND HONESDALE, PENNSYLVANIA – DECEMBER 14, 2023 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market—NWFL), and its subsidiary Wayne Bank, announced that the Board of Directors declared a $0.30 per share quarterly dividend, payable February 1, 2024, to shareholders of record as of January 12

December 14, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 14, 2023 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

December 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2023 NORWOOD FINANCIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

November 14, 2023 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood

November 13, 2023 EX-99.1

The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The wo

EX-99.1 Norwood Financial Corp Investor Presentation September 30, 2023 Exhibit 99.1 The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,”

November 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 13, 2023 NORWOOD FINANCIA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 13, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

October 24, 2023 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES THIRD QUARTER EARNINGS

Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES THIRD QUARTER EARNINGS October 24, 2023 - Honesdale, Pennsylvania James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp. (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended September 30, 2023 of $4,119,000, which represents a decrease of $3,990,000,

October 24, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 24, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

September 18, 2023 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – SEPTEMBER 18, 2023 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors declared a $.29 per share cash dividend, which is payable November 1, 2023, to shareholders of record as of Octob

September 18, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 18, 2023 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commiss

August 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 25, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

August 25, 2023 EX-99.1

The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The wo

Norwood Financial Corp Investor Presentation Exhibit 99.1 The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,” “believes,” “plans,” “may,

August 23, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 23, 2023 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

August 23, 2023 EX-99.1

Wayne Bank Ranks Amongst Top Banks in Country

Exhibit 99.1 For Immediate Release Contact: Kristen E. Lancia, CFMP, Vice President Email: [email protected] Phone: (570) 253-8594 Wayne Bank Ranks Amongst Top Banks in Country Honesdale, PA – August 23, 2023 – Wayne Bank, a subsidiary of Norwood Financial Corp (Nasdaq Global Market – NWFL), was recently ranked by Bank Director magazine as one of the top 25 best banks in the country in

August 11, 2023 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Finan

July 26, 2023 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS Honesdale, Pennsylvania - July 26, 2023 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended June 30, 2023 of $6,503,000, which was $352,000 lower than the same thr

July 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 26, 2023 NORWOOD FINANCIAL CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 26, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

July 13, 2023 EX-99.1

Norwood Financial Corp Rejoins Russell 3000® Index

EX-99.1 Exhibit 99.1 Norwood Financial Corp Rejoins Russell 3000® Index HONESDALE, PENNSYLVANIA – JULY 13, 2023 Jim Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market – NWFL) and its subsidiary, Wayne Bank, is pleased to announce that the Company has been included in the Russell 3000® Index, as part of the 2023 Russel U.S. Indexes annual reconstitution.

July 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 13, 2023 Norwood Financial Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 13, 2023 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

June 28, 2023 EX-99.1

Wayne Bank Ranks in Top 100 Performing Banks in U.S.

EX-99.1 Exhibit 99.1 For Immediate Release Contact: Kristen E. Lancia, CFMP, Vice President Email: [email protected] Phone: (570) 253-8594 Wayne Bank Ranks in Top 100 Performing Banks in U.S. Honesdale, PA – American Banker has conducted its rankings of the top-performing banks of 2023. Wayne Bank has been evaluated by American Banker on profitability, efficiency, capital adequacy, and

June 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 28, 2023 Norwood Financial Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 28, 2023 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

June 16, 2023 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – JUNE 16, 2023 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors declared a $.29 per share cash dividend, which is payable August 1, 2023, to shareholders of record as of July

June 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 16, 2023 Norwood Financial Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 16, 2023 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

May 12, 2023 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Fina

April 28, 2023 EX-99.1

NORWOOD FINANCIAL CORP HOLDS ANNUAL MEETING OF SHAREHOLDERS

EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP HOLDS ANNUAL MEETING OF SHAREHOLDERS FOR IMMEDIATE RELEASE – April 28, 2023 HONESDALE, PENNSYLVANIA The 152nd Annual Meeting of Shareholders of Norwood Financial Corp (Nasdaq-NWFL), parent company of Wayne Bank, was held on Tuesday, April 25, 2023, in a virtual meeting format. Matters presented to, and approved by, stockholders were the re-election of co

April 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 2023 NORWOOD FINANCIAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 25, 2023 EX-99.1

ANNUAL STOCKHOLDERS’ MEETING APRIL 25, 2023

EX-99.1 2 d496202dex991.htm EX-99.1 Exhibit 99.1 ANNUAL STOCKHOLDERS’ MEETING APRIL 25, 2023 DISCUSSION 2022 Results First Quarter 2023 Moving Forward The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties and actual results could differ materially, and therefore, you should not place undue reliance on any forward-

April 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 21, 2023 NORWOOD FINANCIAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 21, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 21, 2023 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES FIRST QUARTER 2023 EARNINGS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES FIRST QUARTER 2023 EARNINGS Honesdale, Pennsylvania - April 21, 2023 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market – NWFL) and its subsidiary, Wayne Bank, announced net income of $5,782,000 for the three months ended March 31, 2023, a decrease of $1,346,000, from n

March 24, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 24, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d485378ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

March 17, 2023 EX-21

Subsidiaries of Norwood Financial Corp

Exhibit 21 Subsidiaries of the Registrant  Parent  Norwood Financial Corp.  Subsidiaries State or Other Jurisdiction of Incorporation Percentage Ownership  Wayne Bank Pennsylvania 100%  Subsidiaries of Wayne Bank  Norwood Investment Corp. Pennsylvania 100% WCB Realty Corp. Pennsylvania 100% WTRO Properties, Inc. Pennsylvania 100% 

March 17, 2023 EX-10.22

Addendum to Change in Control Severance Agreement dated January 20, 2023 with William S. Lance

EX-10.22 3 nwfl-20221231xex1022.htm EX-10.22    Exhibit 10.22  ADDENDUM TO THE CHANGE-IN-CONTROL SEVERANCE AGREEMENT  This Addendum to the Change-in-Control Severance Agreement is made and entered into between Norwood Financial Corp. (the "Company"), Wayne Bank ("Bank") and William S. Lance (the "Executive") as of this 20th day of January, 2023.  WHEREAS, the Company, the Bank and the Execut

March 17, 2023 10-K

Introduction Critical Accounting Policies Summary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-28364 NORWOOD FINANCIAL C

March 17, 2023 EX-10.21

First Amendment to Salary-Continuation Agreement dated January 24, 2023, between Wayne Bank and William S. Lance

Exhibit 10.21 FIRST AMENDMENT TO SALARY CONTINUATION AGREEMENT THIS FIRST AMENDMENT (the “Amendment”) is adopted January 24, 2023, by and between Wayne Bank (the “Employer”), and William Lance (the “Executive”). WHEREAS, the Employer and the Executive entered into a Salary Continuation Agreement dated September 1, 2017 (the “Agreement”) to provide deferred compensation benefits to the Executive un

March 16, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 16, 2023 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 16, 2023 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – MARCH 16, 2023 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market—NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.29 per share quarterly cash dividend payable May 1, 2023, to shareholders of record as of Apr

February 1, 2023 EX-99.1

Forward Looking Statements & Disclaimers The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp. (the “Company”) in reliance upon the safe harbor provisions of the Private Securi

Norwood Financial Corp Investor Presentation February 1, 2023 Janney West Coast Bank CEO Forum Exhibit 99.

February 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 1, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

January 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 2023 NORWOOD FINANCIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 2023 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

January 27, 2023 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND 2022 FISCAL YEAR

EX-99.1 2 d437859dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND 2022 FISCAL YEAR January 27, 2023 – Honesdale, Pennsylvania James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market – NWFL), and its subsidiary Wayne Bank, announced net income for the three months ended Decembe

December 16, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 16, 2022 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

December 16, 2022 EX-99.1

NORWOOD FINANCIAL CORP INCREASES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP INCREASES CASH DIVIDEND HONESDALE, PENNSYLVANIA ? DECEMBER 16, 2022 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market?NWFL), and its subsidiary Wayne Bank, announced that the Board of Directors declared a $0.29 per share quarterly dividend, payable February 1, 2023, to shareholders of record as of January 13

December 7, 2022 EX-99.1

Forward Looking Statements & Disclaimers The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securit

Norwood Financial Corp Investor Presentation December 7, 2022 D.A. Davidson Conference Exhibit 99.1 Forward Looking Statements & Disclaimers The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the ?Company?) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words ?anti

December 7, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 7, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

November 10, 2022 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood

October 26, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 26, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

October 26, 2022 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES THIRD QUARTER EARNINGS

EX-99.1 2 d392670dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES THIRD QUARTER EARNINGS October 26, 2022 - Honesdale, Pennsylvania James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp. (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended September 30, 2022 of $8,109,000, which

September 16, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 16, 2022 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commiss

September 16, 2022 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA ? SEPTEMBER 16, 2022 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market?NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors declared a $.28 per share cash dividend, which is payable November 1, 2022 to shareholders of record as of October

September 2, 2022 EX-99.1

Wayne Bank Ranks in Top 100 Performing Banks in U.S.

Exhibit 99.1 For Immediate Release Contact: Kristen E. Lancia, CFMP, Assistant Vice President Email: [email protected] Phone: (570) 253-8594 Wayne Bank Ranks in Top 100 Performing Banks in U.S. Honesdale, Pennsylvania ? September 2, 2022 Wayne Bank, a subsidiary of Norwood Financial Corp (Nasdaq Global Market ? NWFL), was recently ranked as one of the top 100 performing banks in the cou

September 2, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2022 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

August 12, 2022 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Finan

August 8, 2022 EX-FILING FEES

Filing Fees

Exhibit 107 FEE TABLES FOR FORM S-8 Calculation of Filing Fee Tables Form S-8 (Form Type) Norwood Financial Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Common Stock Rule 457(c) 100,000 $26.

August 8, 2022 EX-10.1

Norwood Financial Corp 2014 Equity Incentive Plan, As Amended

Exhibit 10.1 NORWOOD FINANCIAL CORP 2014 EQUITY INCENTIVE PLAN AS AMENDED 1. PURPOSE OF PLAN. The purpose of this 2014 Equity Incentive Plan is to provide incentives and rewards to officers, employees and directors who contribute to the long-term success and growth of Norwood Financial Corp and its Affiliates, and to assist these entities in attracting and retaining directors, officers and other s

August 8, 2022 S-8

2014 Equity Incentive Plan, As Amended(4)

As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

July 22, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 22, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

July 22, 2022 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS

Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS Honesdale, Pennsylvania - July 22, 2022 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended June 30, 2022 of $6,855,000, which was $1,100,000, or 19.1%, higher than the sa

July 5, 2022 EX-10.1

Consulting Agreement, dated July 1, 2022, by and between Norwood Financial Corp and Lewis J. Critelli.

EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this ?Agreement?), dated as of July 1, 2022 (?Effective Date?), is made and entered into by and between Norwood Financial Corp (?Company?), the parent bank holding company of Wayne Bank (the ?Bank?), a Pennsylvania chartered bank, and Lewis J. Critelli (?Consultant?). WHEREAS, the Company his indicated that it would like to engage the Co

July 5, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 1, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission Fi

June 17, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 17, 2022 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

June 17, 2022 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA ? JUNE 17, 2022 James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors declared a $.28 per share cash dividend, which is payable August 1, 2022 to shareholders of record as of July 15, 2022

May 12, 2022 EX-10.2

Stock Award Agreement, dated May 10, 2022, between Norwood Financial Corp and James O. Donnelly.

EXHIBIT 10.2 STOCK AWARD AGREEMENT PURSUANT TO THE NORWOOD FINANCIAL CORP. 2014 EQUITY INCENTIVE PLAN FOR EXECUTIVE OFFICERS Stock Award. This Stock Award Agreement (this ?Agreement?) shall constitute an award (?Stock Award?) of Norwood Financial Corp (?Company?) common stock granted to James O. Donnelly (?Executive?) related to the sign-on equity award referenced in the Employment Offer Letter as

May 12, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission Fil

May 12, 2022 EX-10.3

Salary Continuation Agreement, dated May 10, 2022, between Wayne Bank and James O. Donnelly.

EXHIBIT 10.3 SALARY CONTINUATION AGREEMENT This Salary Continuation Agreement (the ?Agreement?), by and between Wayne Bank, located in Honesdale, Pennsylvania (the ?Employer?), and James O. Donnelly (the ?Executive?), this 10th day of May, 2022, formalizes the agreements and understanding between the Employer and the Executive. WITNESSETH: WHEREAS, the Executive is employed by the Employer; WHEREA

May 12, 2022 EX-10.1

Employment Agreement, dated May 9, 2022, by and among Norwood Financial Corp, Wayne Bank and James O. Donnelly.

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 9th day of May, 2022 (the ?Effective Date?), by and between James O. Donnelly (the ?Executive?), Wayne Bank (the ?Bank?), and Norwood Financial Corp (the ?Company?). WHEREAS, the Bank and the Company desire to employ the Executive as its President and Chief Executive Officer commencing on or about May 9, 2022 under the terms and

May 6, 2022 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Fina

May 3, 2022 EX-99.1

Norwood Financial Corp and Wayne Bank Appoint Lewis J. Critelli as Chairman

Exhibit 99.1 For Immediate Release Contact: Kristen E. Lancia, CFMP, AVP & Marketing Officer Email: [email protected] Phone: (570) 253-8594 Norwood Financial Corp and Wayne Bank Appoint Lewis J. Critelli as Chairman May 3, 2022, Honesdale, PA?The Board of Directors of Norwood Financial Corp (NASDAQ Global Market ? NWFL) and its subsidiary, Wayne Bank, announced the appointment of Lewis

May 3, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission Fil

April 29, 2022 EX-99.1

WILLIAM W. DAVIS, JR. TO RETIRE AS BOARD CHAIRMAN OF NORWOOD FINANCIAL CORP AND WAYNE BANK

Exhibit 99.1 FOR IMMEDIATE RELEASE WILLIAM W. DAVIS, JR. TO RETIRE AS BOARD CHAIRMAN OF NORWOOD FINANCIAL CORP AND WAYNE BANK Honesdale, Pennsylvania - April 26, 2022 William W. Davis, Jr. has announced he is going to retire from the Board of Directors of Norwood Financial Corp (the ?Company?) (Nasdaq Global Market ? NWFL) and its wholly owned subsidiary, Wayne Bank, effective as of the Company?s

April 29, 2022 EX-99.2

NORWOOD FINANCIAL CORP HOLDS ANNUAL MEETING OF STOCKHOLDERS

Exhibit 99.2 NORWOOD FINANCIAL CORP HOLDS ANNUAL MEETING OF STOCKHOLDERS FOR IMMEDIATE RELEASE ? April 29, 2022 HONESDALE, PENNSYLVANIA The 151st Annual Meeting of Stockholders of Norwood Financial Corp (Nasdaq-NWFL), parent company of Wayne Bank, was held on Tuesday, April 26, 2022, in a virtual meeting format. Matters presented to, and approved by, stockholders were the re-election of company di

April 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 18, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 18, 2022 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES FIRST QUARTER EARNINGS

Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES FIRST QUARTER EARNINGS Honesdale, Pennsylvania?April 18, 2022 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market ? NWFL) and its subsidiary, Wayne Bank, announced record earnings of $7,128,000 for the three months ended March 31, 2022, an increase of 28.6% from the $5,542,000 e

March 31, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION ? Washington, D.C. 20549 ? FORM 10-K/A Amendment No. 1 (Mark One): ? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ? Commission File N

March 28, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 28, 2022 EX-99.1

NORWOOD FINANCIAL CORP AND WAYNE BANK ANNOUNCE NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER

Exhibit 99.1 NORWOOD FINANCIAL CORP AND WAYNE BANK ANNOUNCE NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER FOR IMMEDIATE RELEASE March 28, 2022 On March 28, 2022, Norwood Financial Corp (the ?Company?) (NASDAQ Global Market: NWFL) announced that James O. Donnelly had accepted an offer (the ?Offer?) to become President and Chief Executive Officer of the Company, and its wholly owned subsidiary, Wayne Ba

March 25, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d273493ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

March 25, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d273493ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

March 11, 2022 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA ? MARCH 11, 2022 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market?NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.28 per share quarterly cash dividend payable May 2, 2022, to stockholders of record as of April 14, 2

March 11, 2022 EX-10.15

Change-In-Control Severance Agreement, dated February 14, 2022, by and among Norwood Financial Corp, Wayne Bank, and Vincent G. O’Bell

Exhibit 10.15 CHANGE-IN-CONTROL SEVERANCE AGREEMENT ? ? THIS AGREEMENT entered into this 14th day of February, 2022 (the "Effective Date"), by and between Mr. Vincent O?Bell, (the "Employee"), Wayne Bank (the "Bank"), and Norwood Financial Corp. (the "Company"). ? ? WHEREAS, the Employee has heretofore been employed by the Bank and the Company as Senior Vice President and Chief Lending Officer, an

March 11, 2022 EX-21

Subsidiaries of Norwood Financial Corp

Exhibit 21 Subsidiaries of the Registrant ? Parent ? Norwood Financial Corp. ? Subsidiaries State or Other Jurisdiction of Incorporation Percentage Ownership ? Wayne Bank Pennsylvania 100% ? Subsidiaries of Wayne Bank ? Norwood Investment Corp. Pennsylvania 100% WCB Realty Corp. Pennsylvania 100% WTRO Properties, Inc. Pennsylvania 100% ?

March 11, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2022 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 11, 2022 10-K

Introduction Critical Accounting Policies Summary

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One): ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-28364 N

January 28, 2022 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND YEAR

Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND YEAR January 28, 2022 ? Honesdale, Pennsylvania Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market ? NWFL), and its subsidiary Wayne Bank, announced earnings for the three months ended December 31, 2021 of $6,638,000 compared to $5,513,000 ea

January 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 28, 2022 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

December 17, 2021 EX-99.1

NORWOOD FINANCIAL CORP INCREASES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP INCREASES CASH DIVIDEND HONESDALE, PENNSYLVANIA ? DECEMBER 17, 2021 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market?NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors declared a $0.28 per share quarterly dividend, payable February 1, 2022, to shareholders of record as of January 14,

December 17, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 17, 2021 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

November 15, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 15, 2021 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

November 15, 2021 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES PLANNED RETIREMENT OF PRESIDENT AND CHIEF EXECUTIVE OFFICER LEWIS J. CRITELLI

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES PLANNED RETIREMENT OF PRESIDENT AND CHIEF EXECUTIVE OFFICER LEWIS J. CRITELLI FOR IMMEDIATE RELEASE November 15, 2021?Honesdale, Pennsylvania On November 15, 2021, Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (the ?Company?) (NASDAQ Global Market: NWFL), and its wholly owned subsidiary, Wayne Bank (?Bank?), announc

November 12, 2021 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood

October 26, 2021 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES THIRD QUARTER EARNINGS

EX-99.1 2 d244598dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES THIRD QUARTER EARNINGS October 26, 2021—Honesdale, Pennsylvania Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp. (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended September 30, 2021 of $6,981,000 which rep

October 26, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 26, 2021 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

September 17, 2021 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

EX-99.1 2 d225546dex991.htm EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – SEPTEMBER 17, 2021 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (the “Company”) (NASDAQ Global Market: NWFL) and its subsidiary, Wayne Bank, today announced that the Board of Directors declared a $.26 per share cash dividend payable on Nove

September 17, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 17, 2021 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commiss

August 6, 2021 10-Q

Critical Accounting Policies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Finan

July 23, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2021 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

July 23, 2021 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS

EX-99.1 2 d71328dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS Honesdale, Pennsylvania - July 23, 2021 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced record earnings for the three months ended June 30, 2021 of $5,755,000, which wa

June 11, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2021 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

June 11, 2021 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

EX-99.1 2 d148483dex991.htm EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – JUNE 11, 2021 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank announced that the Board of Directors declared a $.26 per share cash dividend, which is payable August 2, 2021 to shareho

May 7, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Fina

May 7, 2021 EX-10.20

First Amendment to Salary Continuation Agreement with John F. Carmody(4)

EXHIBIT 10.20 FIRST AMENDMENT TO THE SALARY CONTINUATION AGREEMENT ? This FIRST AMENDMENT is adopted this 22nd day of April 2021, by and between Wayne Bank, located in Honesdale, Pennsylvania (the "Employer") and John F. Carmody (the "Executive"). ? The Employer and the Executive are parties to a Salary Continuation Agreement adopted March 1, 2021 (the "Agreement") which provides deferred compensa

April 30, 2021 EX-99.1

NORWOOD FINANCIAL CORP HOLDS ANNUAL MEETING OF STOCKHOLDERS

EX-99.1 2 d181073dex991.htm EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP HOLDS ANNUAL MEETING OF STOCKHOLDERS FOR IMMEDIATE RELEASE – April 30, 2021 HONESDALE, PENNSYLVANIA The 150th Annual Meeting of Stockholders of Norwood Financial Corp (Nasdaq-NWFL), parent company of Wayne Bank, was held on Tuesday, April 27, 2021, in a virtual meeting format. Business conducted at the Annual Meeting included

April 30, 2021 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2021 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

April 23, 2021 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES FIRST QUARTER EARNINGS

EX-99.1 2 d130326dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES FIRST QUARTER EARNINGS Honesdale, Pennsylvania - April 23, 2021 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market – NWFL) and its subsidiary, Wayne Bank, announced record earnings of $5,542,000 for the three months ended March 31, 2021, incr

April 23, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2021 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 30, 2021 EX-99.1

Norwood Financial Corp Announces Stock Repurchase Program

EX-99.1 2 d126344dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Norwood Financial Corp Announces Stock Repurchase Program HONESDALE, PA (March 30, 2021)–Norwood Financial Corp (the “Company”) (NASDAQ Global Market NWFL) today announced the initiation of a stock repurchase program under which the Company may repurchase up to 5% of the Company’s outstanding shares of common stock, or approxi

March 30, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 30, 2021 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 26, 2021 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 1

March 26, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

March 11, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2021 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission

March 11, 2021 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

EX-99.1 2 d156116dex991.htm EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – MARCH 11, 2021 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market—NWFL) and its subsidiary Wayne Bank announced that the Board of Directors declared a $0.26 per share quarterly cash dividend payable May 3, 2021, to sharehold

March 9, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One): ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-28364 N

March 9, 2021 EX-4.2

Description of Capital Stock of Norwood Financial Corp

EX-4.2 2 nwfl-20201231xex42.htm EX-4.2 Exhibit 4.2 NORWOOD FINANCIAL CORP DESCRIPTION OF CAPITAL STOCK  Norwood Financial Corp (“Norwood”) is authorized to issue 20,000,000 shares of common stock, par value $0.10 per share, and 5,000,000 shares of preferred stock no par value. Each share of Norwood common stock has the same relative rights as, and is identical in all respects with, each other sha

March 9, 2021 EX-21

Subsidiaries of Norwood Financial Corp

EX-21 3 nwfl-20201231xex21.htm EX-21 Exhibit 21 Subsidiaries of the Registrant  Parent  Norwood Financial Corp.  Subsidiaries State or Other Jurisdiction of Incorporation Percentage Ownership  Wayne Bank Pennsylvania 100%  Subsidiaries of Wayne Bank  Norwood Investment Corp. Pennsylvania 100% WCB Realty Corp. Pennsylvania 100% WTRO Properties, Inc. Pennsylvania 100% 

March 2, 2021 EX-10.1

Salary-Continuation Agreement dated March 1, 2021, between Wayne Bank and John F. Carmody (12)

EX-10.1 2 d308857dex101.htm EX-10.1 Exhibit 10.1 SALARY CONTINUATION AGREEMENT This Salary Continuation Agreement (the “Agreement”), by and between Wayne Bank, located in Honesdale, Pennsylvania (the “Employer”), and John F. Carmody (the “Executive”), adopted this 1st day of March, 2021, formalizes the agreements and understanding between the Employer and the Executive. WITNESSETH: WHEREAS, the Ex

March 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 1, 2021 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commission F

February 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 3, 2021 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

January 27, 2021 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND YEAR

EX-99.1 2 d114980dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND YEAR January 27, 2021 – Honesdale, Pennsylvania Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market – NWFL) and its subsidiary Wayne Bank, announced earnings for the three months ended December 31, 2020 of $

January 27, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 2021 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

December 10, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 10, 2020 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

December 10, 2020 EX-99.1

NORWOOD FINANCIAL CORP INCREASES CASH DIVIDEND

Exhibit 99.1 NORWOOD FINANCIAL CORP INCREASES CASH DIVIDEND HONESDALE, PENNSYLVANIA ? DECEMBER 10, 2020 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank announced that the Board of Directors declared a $0.26 per share quarterly dividend payable February 1, 2021 to shareholders of record as of January 15,

November 6, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood

October 23, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 23, 2020 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

October 23, 2020 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES THIRD QUARTER EARNINGS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES THIRD QUARTER EARNINGS October 23, 2020 – Honesdale, Pennsylvania Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp. (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended September 30, 2020 of $4,999,000 which represents an increase of $1,

September 16, 2020 EX-99.4

Pro Forma Post Acquisition Form 8-K UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

EX-99.4 Exhibit 99.4 Pro Forma Post Acquisition Form 8-K UNAUDITED PRO FORMA COMBINED FINANCIAL DATA The accompanying unaudited pro forma combined consolidated financial information has been prepared using the acquisition method of accounting, giving effect to Norwood’s proposed acquisition of UpState New York Bancorp, Inc. (“UpState”). Under this method, UpState’s assets and liabilities as of the

September 16, 2020 EX-99.3

UpState New York Bancorp, Inc. CONSOLIDATE STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Three Months Ended March 31 2020 2019 Net income (loss) $ 330 $ 1,243 Other comprehensive income: Change in unrealized net gains (losses) on available-for-sa

EX-99.3 Exhibit 99.3 Upstate New York Bancorp, Inc. Consolidated Balance Sheet (unaudited) (In Thousands, Except Share and Per Share Data) March 31, December 31, 2020 2019 ASSETS: Cash and due from banks $ 20,897 $ 14,854 Interest bearing deposits with banks 4,443 12,439 Cash and cash equivalents 25,340 27,293 Securities held-to-maturity 2,610 2,824 Securities available-for-sale 18,765 17,030 Tota

September 16, 2020 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2020 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorpora

September 10, 2020 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

EX-99.1 2 d86482dex991.htm EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – SEPTEMBER 10, 2020 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market: NWFL) and its subsidiary, Wayne Bank, today announced that the Board of Directors declared a $.25 per share cash dividend payable November 2, 2020 to shar

September 10, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 10, 2020 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commiss

August 10, 2020 10-Q/A

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-2

August 7, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-28364 Norwood Finan

July 22, 2020 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS Honesdale, Pennsylvania—July 22, 2020 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended June 30, 2020 of $1,488,000, which was $2,034,000 lower than the similar

July 22, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 22, 2020 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

July 7, 2020 EX-99.1

NORWOOD FINANCIAL CORP COMPLETES ACQUISITION OF UPSTATE NEW YORK BANCORP, INC.

EX-99.1 Exhibit 99.1 For further information contact: Lewis J. Critelli President and Chief Executive Officer Norwood Financial Corp (570) 253-1455 FOR IMMEDIATE RELEASE July 7, 2020 NORWOOD FINANCIAL CORP COMPLETES ACQUISITION OF UPSTATE NEW YORK BANCORP, INC. Honesdale, Pennsylvania—Norwood Financial Corp (NASDAQ Global Market: NWFL) (“Norwood”), the holding company for Wayne Bank, announced tod

July 7, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2020 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

July 1, 2020 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES NEW CLOSING DATE FOR ITS ACQUISITION OF UPSTATE NEW YORK BANCORP, INC.

EX-99.1 2 d92393dex991.htm EX-99.1 Exhibit 99.1 Contact: Lewis J. Critelli President and Chief Executive Officer Norwood Financial Corp (570) 253-1455 FOR IMMEDIATE RELEASE July 1, 2020 NORWOOD FINANCIAL CORP ANNOUNCES NEW CLOSING DATE FOR ITS ACQUISITION OF UPSTATE NEW YORK BANCORP, INC. Honesdale, PA – Norwood Financial Corp (NASDAQ Global Market: NWFL), the holding company for Wayne Bank headqu

July 1, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 1, 2020 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissio

June 11, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2020 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

June 11, 2020 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND

EX-99.1 Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES CASH DIVIDEND HONESDALE, PENNSYLVANIA – JUNE 11, 2020 Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank announced that the Board of Directors declared a $.25 per share cash dividend which is payable August 3, 2020 to shareholders of record as of July 17

June 10, 2020 EX-99.1

NORWOOD FINANCIAL CORP ANNOUNCES RECEIPT OF REGULATORY APPROVALS FOR ACQUISITION OF UPSTATE NEW YORK BANCORP, INC.

EX-99.1 Exhibit 99.1 Contact: Lewis J. Critelli President and Chief Executive Officer Norwood Financial Corp (570) 253-1455 FOR IMMEDIATE RELEASE June 10, 2020 NORWOOD FINANCIAL CORP ANNOUNCES RECEIPT OF REGULATORY APPROVALS FOR ACQUISITION OF UPSTATE NEW YORK BANCORP, INC. Honesdale, PA – Norwood Financial Corp (NASDAQ Global Market: NWFL), the holding company for Wayne Bank headquartered in Hone

June 10, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2020 NORWOOD FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

May 29, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 29, 2020 NORWOOD FINANCIAL CORP. (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

May 29, 2020 EX-99.1

Norwood Financial Corp. Announces Extension of UpState New York Bancorp, Inc. Election Deadline

EX-99.1 Exhibit 99.1 Contact: Lewis J. Critelli President and Chief Executive Officer Norwood Financial Corp (570) 253-1455 R. Michael Briggs President & Chief Executive Officer UpState New York Bancorp, Inc. (315) 789-1500 FOR IMMEDIATE RELEASE May 29, 2020 Norwood Financial Corp. Announces Extension of UpState New York Bancorp, Inc. Election Deadline Honesdale, Pennsylvania and Geneva, New York

May 27, 2020 EX-99.1

Norwood Financial Corp and UpState New York Bancorp, Inc. Announce Receipt of Shareholder Approvals of Proposed Merger

EX-99.1 Exhibit 99.1 Contact: Lewis J. Critelli President and Chief Executive Officer Norwood Financial Corp (570) 253-1455 R. Michael Briggs President & Chief Executive Officer UpState New York Bancorp, Inc. (315) 789-1500 FOR IMMEDIATE RELEASE May 27, 2020 Norwood Financial Corp and UpState New York Bancorp, Inc. Announce Receipt of Shareholder Approvals of Proposed Merger Honesdale, Pennsylvani

May 27, 2020 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 26, 2020 NORWOOD FINANCIAL CORP. (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 (State or other jurisdiction of incorporation) (Commissi

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