SEC Form 425 filed by Norwood Financial Corp.

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 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 File Number)		(IRS Employer Identification No.)

 

717 Main Street, Honesdale, Pennsylvania		18431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (570) 253-1455

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.10 per share		NWFL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

NORWOOD FINANCIAL CORP

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 2.02

Results of Operations and Financial Condition.

On October 22, 2025, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the three and nine months ended September 30, 2025. A copy of the press release is furnished with this report as exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

Item 7.01

Regulation FD Disclosure.

On October 22, 2025, the Company will host an earnings call with respect to earnings for the third quarter of 2025 and will use and post an investor presentation, which will include September 30, 2025, financial highlights (the “Investor Presentation”). The Investor Presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information included in this Current Report pursuant to this Item 7.01 is being furnished to, and not filed with, the Securities and Exchange Commission (“SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s SEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Norwood Financial and PB Bankshares, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Norwood Financial and PB Bankshares plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of Norwood Financial and PB Bankshares may not be combined successfully, or such combination may take longer than expected; the cost savings from the merger may not be fully realized or may take longer than expected; operating costs, customer loss and business disruption following the

merger may be greater than expected; governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger or otherwise; the stockholders of PB Bankshares may fail to approve the merger; the interest rate environment may further compress margins and adversely affect new interest income; the risks associated with continued diversification of assets and adverse changes to credit quality; and difficulties associated with achieving expected future financial results. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Norwood Financial’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Norwood Financial or PB Bankshares or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Norwood Financial and PB Bankshares do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

Additional Information about the Proposed Transaction

In connection with the proposed merger, Norwood filed a Registration Statement on Form S-4 (File No. 333-290392) with the Securities and Exchange Commission (the “SEC”), to register the shares of Norwood common stock to be issued in connection with the proposed transaction. The Registration Statement, as amended, has not yet been declared effective by the SEC, includes the joint proxy statement/prospectus of Norwood and PB Bankshares which will be mailed to stockholders of PB Bankshares, seeking their approval of the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF PB BANKSHARES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the registration statement, including the proxy statement/prospectus (when it becomes available) and other relevant documents filed by Norwood with the SEC, without charge, at the SEC’s website at www.sec.gov. Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, free of charge, by directing a request to Norwood Financial Corp, 717 Main Street, Honesdale, Pennsylvania 18431, attention: John M. McCaffery (570) 253-1455, or PB Bankshares, Inc., 185 East Lincoln Highway, Coatesville, Pennsylvania 19320, attention: Mackenzie Jackson, Corporate Secretary, (610) 384-8282.

Norwood Financial, PB Bankshares and their respective directors and executive officers may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of PB Bankshares in connection with the proposed merger. Information concerning the interests of the persons who may be considered “participants” in the solicitation will be set forth in the proxy statement/prospectus relating to the Transaction. Information concerning Norwood Financial’s directors and executive officers, including their ownership of Norwood Financial common stock, is set forth in its proxy statement previously filed with the SEC on March 18, 2025. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. You may obtain free copies of these documents from Norwood Financial or PB Bankshares using the sources indicated above.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits:

The following exhibits are being furnished with this report.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				NORWOOD FINANCIAL CORP
Date: October 22, 2025				By:		/s/ John M. McCaffery
						John M. McCaffery
						Executive Vice President and Chief Financial Officer
						(Duly Authorized Representative)

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Norwood Financial Corp announces Third Quarter and Year-to-Date 2025 Results

Quarterly and Year-to-Date Highlights:

 

•

Fully diluted EPS of $0.89, an 85% increase over the same period in 2024

 

•

Return on assets rose 72 basis points to 1.40% from 3Q 2024.

 

•

Net interest margin increased 20 basis points vs. the prior quarter and 64 basis points over the prior year.

 

•

Loans grew at a 5.4% and 7.3% annualized rate during the third quarter and year-to-date, respectively.

 

•

Deposits grew year-to-date at an annualized rate of 15% while deposit costs fell 19 basis points since the 4th quarter of 2024.

 

•

Capital continues to improve on increased earnings and lower accumulated other comprehensive income (AOCI) adjustment.

Honesdale, Pennsylvania – October 22, 2025 - Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced results for the three months and nine months ended September 30, 2025.

Jim Donnelly, President and Chief Executive Officer, stated, “Our quarterly results continue to demonstrate the strength of our community banking franchise. We have been able to maintain solid growth, while improving profitability and efficiency.”

Mr. Donnelly continued, “Our disciplined approach to growth, improving margins, and credit quality have allowed us to deliver strong quarterly results for our shareholders. I am proud of the performance of the entire Norwood team as they remain focused on delivering the products and services that help our customers achieve their goals. We have improved our credit quality from already sound levels. This is a result of our well-managed and consistent approach to credit. We have also improved our fee income lines of business.”

“During the second quarter we launched our ‘Every Day Better’ brand to high acclaim from customers, employees, and community members. This full rebrand enabled us to articulate our values and mission, stand out from competitors, and unite and energize our company culture. Building on this great combination of a high-performing team and strong brand, I believe that we are on our way to creating a bright future for us, our customers, and our shareholders.”

Selected Financial Highlights (unaudited)

 

(dollars in thousands, except per share data)		Year-Over Year												Linked Quarter								Year-to-Date
		3 Months Ended												3 Months Ended								9 Months Ended
		Sep-25				Sep-24				Change				Jun-25				Change				Sep-25				Sep-24				Change
Net interest income		$	20,458			$	15,931			$	4,527			$	19,065			$	1,393			$	57,380			$	45,566			$	11,814
Net interest spread (fte) 1			2.94	%			2.23	%			71 bps				2.75	%			19 bps				2.77	%			2.12	%			65 bps
Net interest margin (fte) 1			3.63	%			2.99	%			64 bps				3.43	%			20 bps				3.46	%			2.87	%			59 bps
Pre Provision Net Revenue (PPNR) 1		$	10,029			$	6,195			$	3,834			$	8,782			$	1,247			$	26,956			$	16,868			$	10,088
Net income		$	8,334			$	3,844			$	4,490			$	6,205			$	2,129			$	20,313			$	12,491			$	7,822
Diluted earnings per share		$	0.89			$	0.48			$	0.41			$	0.67			$	0.22			$	2.22			$	1.55			$	0.67
Return on average assets			1.40	%			0.68	%			72 bps				1.06	%			34 bps				1.16	%			0.75	%			41 bps
Return on average tangible equity			16.76	%			9.58	%			718bps				12.83	%			393bps				14.04	%			10.82	%			322 bps

 

1	- Non GAAP ratio. See Non-GAAP Reconciliation

Excluding merger charges (see Non-GAAP reconciliations)

 

(dollars in thousands, except per share data)		Year-Over Year												Linked Quarter								Year-to-Date
		3 Months Ended												3 Months Ended								9 Months Ended
		Sep-25				Sep-24				Change				Jun-25				Change				Sep-25				Sep-24				Change
Pre Provision Net Revenue (PPNR)		$	10,597			$	6,195			$	4,402			$	8,932			$	1,665			$	27,674			$	16,868			$	10,806
Net income		$	8,783			$	3,844			$	4,939			$	6,324			$	2,460			$	20,880			$	12,491			$	8,389
Diluted earnings per share		$	0.94			$	0.48			$	0.46			$	0.69			$	0.25			$	2.28			$	1.55			$	0.73
Return on average assets			1.47	%			0.68	%			79 bps				1.08	%			39 bps				1.19	%			0.75	%			44 bps
Return on average tangible equity			17.66	%			9.58	%			808bps				13.08	%			458bps				14.43	%			10.82	%			361 bps

Discussion of financial results for the three months ended September 30, 2025:

 

•

The Company had net income of $8.3 million for the three months ended September 30, 2025, an increase of $4.5 million over the same period last year.

 

•

Net interest income increased during the third quarter of 2025 compared to the third quarter of 2024 due to increases in asset yields while interest costs of liabilities decreased.

 

•

Correspondingly, the net interest margin in the third quarter of 2025 was 3.63% compared to 2.99% in the third quarter of 2024.

 

•

Non-interest income in the first 9 months of 2025 increased $597 thousand or 9.2% over the same period in 2024.

 

•

The efficiency ratio for the third quarter of 2025 was 56.3% compared to 66.0% in the third quarter of 2024.

 

•

As of September 30, 2025, total assets were $2.412 billion, compared to $2.280 billion at September 30, 2024, an increase of 5.80%.

 

•

Loans receivable were $1.815 billion at September 30, 2025, compared to $1.675 billion at September 30, 2024, an increase of 8.3%.

 

•

Total deposits were $2.074 billion at September 30, 2025, compared to $1.855 billion at September 30, 2024, an increase of 11.8%.

 

•

Tangible Common Equity was 8.63% as of September 30, 2025, versus 7.57% at September 30, 2024.

 

•

Tangible Book Value per share increased $2.34 from $19.85 at December 31, 2024, to $22.19 at September 30, 2025.

Norwood Financial Corp is the parent company of Wayne Bank, which operates from fifteen offices throughout Northeastern Pennsylvania and fourteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, “bode”, “future performance”, “solid footing,” “good momentum,” “bright future”, “robust growth” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include, among other things, changes in federal and state laws, changes in interest rates, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contact: John M. McCaffery

Executive Vice President &

Chief Financial Officer

NORWOOD FINANCIAL CORP

272-304-3003

www.waynebank.com

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets

(dollars in thousands, except share and per share data)

(unaudited)

 

		September 30
		2025				2024
ASSETS
Cash and due from banks		$	50,348			$	47,072
Interest-bearing deposits with banks			24,382				35,808
Cash and cash equivalents			74,730				82,880
Securities available for sale			403,989				396,891
Loans receivable			1,814,682				1,675,139
Less: Allowance for credit losses			19,911				18,699
Net loans receivable			1,794,771				1,656,440
Regulatory stock, at cost			6,163				6,329
Bank premises and equipment, net			22,292				18,503
Bank owned life insurance			45,821				46,382
Foreclosed real estate owned			—				—
Accrued interest receivable			8,686				8,062
Deferred tax assets, net			16,528				18,818
Goodwill			29,266				29,266
Other intangible assets			109				167
Other assets			9,596				16,013
TOTAL ASSETS		$	2,411,951			$	2,279,751
LIABILITIES
Deposits:
Non-interest bearing demand		$	424,027			$	420,967
Interest-bearing			1,649,941				1,434,284
Total deposits			2,073,968				1,855,251
Short-term borrowings			—				52,453
Other borrowings			72,071				144,959
Accrued interest payable			9,823				12,688
Other liabilities			21,184				18,746
TOTAL LIABILITIES			2,177,046				2,084,097
STOCKHOLDERS’ EQUITY
Preferred Stock, no par value per share, authorized 5,000,000 shares			—				—
Common Stock, $.10 par value per share, authorized: 20,000,000 shares, issued: 2025: 9,491,558 shares, 2024: 8,311,851 shares			949				831
Surplus			127,190				98,330
Retained earnings			136,662				140,489
Treasury stock, at cost: 2025: 229,233 shares, 2024: 221,140 shares			(6,188	)			(5,969	)
Accumulated other comprehensive loss			(23,708	)			(38,027	)
TOTAL STOCKHOLDERS’ EQUITY			234,905				195,654
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$2,411,951				$2,279,751

NORWOOD FINANCIAL CORP 

Consolidated Statements of Income  

(dollars in thousands, except per share data) 

(unaudited) 

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
INTEREST INCOME
Loans receivable, including fees		$	28,141			$	25,464			$	81,244			$	73,266
Securities			3,907				2,526				11,648				7,635
Other			144				497				590				2,194
Total Interest income			32,192				28,487				93,482				83,095
INTEREST EXPENSE
Deposits			10,730				10,553				32,347				31,349
Short-term borrowings			105				323				774				1,015
Other borrowings			899				1,680				2,981				5,165
Total Interest expense			11,734				12,556				36,102				37,529
NET INTEREST INCOME			20,458				15,931				57,380				45,566
(RELEASE OF) PROVISION FOR CREDIT LOSSES			(502	)			1,345				1,305				1,069
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION FOR CREDIT LOSSES			20,960				14,586				56,075				44,497
OTHER INCOME
Service charges and fees			1,660				1,517				4,687				4,364
Income from fiduciary activities			254				256				805				719
Gains on sales of loans, net			130				103				242				145
Gains on sales of foreclosed real estate owned			—				—				—				32
Earnings and proceeds on life insurance policies			268				261				820				781
Other			193				158				551				467
Total other income			2,505				2,295				7,105				6,508
OTHER EXPENSES
Salaries and employee benefits			6,696				6,239				19,773				18,328
Occupancy, furniture and equipment			1,361				1,269				4,088				3,758
Data processing and related operations			1,087				1,162				3,361				3,208
Taxes, other than income			192				179				577				452
Professional fees			968				576				2,250				1,669
FDIC Insurance assessment			368				339				1,129				1,009
Foreclosed real estate			1				9				143				45
Amortization of intangibles			12				16				42				54
Other			2,249				2,242				6,166				6,683
Total other expenses			12,934				12,031				37,529				35,206
INCOME BEFORE TAX EXPENSE			10,531				4,850				25,651				15,799
INCOME TAX EXPENSE			2,197				1,006				5,338				3,308
NET INCOME		$	8,334			$	3,844			$	20,313			$	12,491
Basic earnings per share		$	0.89			$	0.48			$	2.22			$	1.55
Diluted earnings per share		$	0.89			$	0.48			$	2.22			$	1.55

NORWOOD FINANCIAL CORP

NET INTEREST MARGIN ANALYSIS

(dollars in thousands)

 

		For the Quarter Ended
		September 30, 2025												June 30, 2025												September 30, 2024
		Average								Average				Average								Average				Average								Average
		Balance				Interest				Rate				Balance				Interest				Rate				Balance				Interest				Rate
		(2)				(1)				(3)				(2)				(1)				(3)				(2)				(1)				(3)
Assets
Interest-earning assets:
Interest-bearing deposits with banks		$	12,485			$	144				4.58	%		$	19,085			$	220				4.62	%		$	36,221			$	497				5.46	%
Securities available for sale:
Taxable			399,090				3,661				3.64				404,428				3,624				3.59				392,168				2,161				2.19
Tax-exempt (1)			44,074				312				2.81				44,158				312				2.83				67,563				461				2.71
Total securities available for sale (1)			443,164				3,973				3.56				448,586				3,936				3.52				459,731				2,622				2.27
Loans receivable (1) (4) (5)			1,802,046				28,267				6.22				1,783,626				27,249				6.13				1,651,921				25,575				6.16
Total interest-earning assets			2,257,695				32,384				5.69				2,251,297				31,405				5.60				2,147,873				28,694				5.31
Non-interest earning assets:
Cash and due from banks			31,050												30,323												28,193
Allowance for credit losses			(21,128	)											(20,733	)											(17,944	)
Other assets			96,142												94,922												78,344
Total non-interest earning assets			106,064												104,512												88,593
Total Assets		$	2,363,759											$	2,355,809											$	2,236,466
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and money market		$	579,145			$	2,900				1.99			$	573,904			$	2,887				2.02			$	461,897			$	2,782				2.40
Savings			200,559				113				0.22				204,318				119				0.23				221,366				13				0.02
Time			822,491				7,717				3.72				821,725				7,863				3.84				734,235				7,758				4.20
Total interest-bearing deposits			1,602,195				10,730				2.66				1,599,947				10,869				2.72				1,417,498				10,553				2.96
Short-term borrowings			8,740				105				4.77				17,757				211				4.77				53,622				323				2.40
Other borrowings			81,125				899				4.40				95,792				1,061				4.44				146,357				1,680				4.57
Total interest-bearing liabilities			1,692,060				11,734				2.75				1,713,496				12,141				2.84				1,617,477				12,556				3.09
Non-interest bearing liabilities:
Demand deposits			416,150												389,323												400,314
Other liabilities			28,816												29,639												29,540
Total non-interest bearing liabilities			444,966												418,962												429,854
Stockholders’ equity			226,733												223,351												189,135
Total Liabilities and Stockholders’ Equity		$	2,363,759											$	2,355,809											$	2,236,466
Net interest income/spread (tax equivalent basis)							20,650				2.94	%							19,264				2.75	%							16,138				2.23	%
Tax-equivalent basis adjustment							(192	)											(199	)											(207	)
Net interest income						$	20,458											$	19,065											$	15,931
Net interest margin (tax equivalent basis)											3.63	%											3.43	%											2.99	%

 

(1)	Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.

(2)	Average balances have been calculated based on daily balances.

(3)	Annualized

(4)	Loan balances include non-accrual loans and are net of unearned income.

(5)	Loan yields include the effect of amortization of deferred fees, net of costs.

NORWOOD FINANCIAL CORP 

NET INTEREST MARGIN ANALYSIS 

(dollars in thousands) 

 

		Year to Date
		September 30, 2025												June 30, 2025												September 30, 2024
		Average								Average				Average								Average				Average								Average
		Balance				Interest				Rate				Balance				Interest				Rate				Balance				Interest				Rate
		(2)				(1)				(3)				(2)				(1)				(3)				(2)				(1)				(3)
Assets
Interest-earning assets:
Interest-bearing deposits with banks		$	17,427			$	590				4.53	%		$	19,939			$	446				4.51	%		$	53,046			$	2,194				5.52	%
Securities available for sale:
Taxable			403,947				10,907				3.61				406,416				7,247				3.60				398,462				6,514				2.18
Tax-exempt (1)			44,157				938				2.84				44,199				626				2.86				68,852				1,419				2.75
Total securities available for sale (1)			448,104				11,845				3.53				450,615				7,873				3.52				467,314				7,933				2.27
Loans receivable (1) (4) (5)			1,776,629				81,636				6.14				1,763,710				53,369				6.10				1,631,179				73,569				6.02
Total interest-earning assets			2,242,160				94,071				5.61				2,234,264				61,688				5.57				2,151,539				83,696				5.20
Non-interest earning assets:
Cash and due from banks			30,035												29,519												26,409
Allowance for credit losses			(20,675	)											(20,445	)											(18,353	)
Other assets			94,389												94,031												73,935
Total non-interest earning assets			103,749												103,105												81,991
Total Assets		$	2,345,909											$	2,337,369											$	2,233,530
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and money market		$	566,762			$	8,588				2.03			$	560,469			$	5,688				2.05			$	460,579			$	7,489				2.17
Savings			205,552				374				0.24				208,090				261				0.25				223,825				549				0.33
Time			812,778				23,385				3.85				807,841				15,668				3.91				738,205				23,311				4.22
Total interest-bearing deposits			1,585,092				32,347				2.73				1,576,400				21,617				2.77				1,422,609				31,349				2.94
Short-term borrowings			23,468				774				4.41				30,954				669				4.36				57,754				1,015				2.35
Other borrowings			90,110				2,981				4.42				94,676				2,082				4.43				150,418				5,165				4.59
Total interest-bearing liabilities			1,698,670				36,102				2.84				1,702,030				24,368				2.89				1,630,781				37,529				3.07
Non-interest bearing liabilities:
Demand deposits			395,470												384,958												391,479
Other liabilities			28,978												29,594												27,677
Total non-interest bearing liabilities			424,448												414,552												419,156
Stockholders’ equity			222,791												220,787												183,593
Total Liabilities and Stockholders’ Equity		$	2,345,909											$	2,337,369											$	2,233,530
Net interest income/spread (tax equivalent basis)							57,969				2.77	%							37,320				2.68	%							46,167				2.12	%
Tax-equivalent basis adjustment							(589	)											(397	)											(601	)
Net interest income						$	57,380											$	36,923											$	45,566
Net interest margin (tax equivalent basis)											3.46	%											3.37	%											2.87	%

(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%. 

(2) Average balances have been calculated based on daily balances. 

(3) Annualized 

(4) Loan balances include non-accrual loans and are net of unearned income. 

(5) Loan yields include the effect of amortization of deferred fees, net of costs. 

NORWOOD FINANCIAL CORP 

Financial Highlights (Unaudited) 

(dollars in thousands, except per share data) 

 

For the Three Months Ended September 30		2025				2024
Net interest income		$	20,458			$	15,931
Net income			8,334				3,844
Net interest spread (fully taxable equivalent)			2.94	%			2.23	%
Net interest margin (fully taxable equivalent)			3.63	%			2.99	%
Return on average assets			1.40	%			0.68	%
Return on average equity			14.58	%			8.09	%
Return on average tangible equity			16.76	%			9.58	%
Basic earnings per share		$	0.89			$	0.48
Diluted earnings per share		$	0.89			$	0.48
For the Nine Months Ended September 30		2025				2024
Net interest income			57,380				45,566
Net income			20,313				12,491
Net interest spread (fully taxable equivalent)			2.77	%			2.12	%
Net interest margin (fully taxable equivalent)			3.46	%			2.87	%
Return on average assets			1.16	%			0.75	%
Return on average equity			12.19	%			9.09	%
Return on average tangible equity			14.04	%			10.82	%
Basic earnings per share			2.22				1.55
Diluted earnings per share			2.22				1.55
As of September 30		2025				2024
Total assets		$	2,411,951			$	2,279,751
Total loans receivable			1,814,682				1,675,139
Allowance for credit losses			19,911				18,699
Total deposits			2,073,968				1,855,251
Stockholders’ equity			234,905				195,654
Trust assets under management			211,563				209,857
Book value per share		$	25.36			$	24.18
Tangible book value per share		$	22.19			$	20.54
Equity to total assets			9.74	%			8.58	%
Allowance to total loans receivable			1.10	%			1.12	%
Nonperforming loans to total loans			0.36	%			0.47	%
Nonperforming assets to total assets			0.31	%			0.35	%

NORWOOD FINANCIAL CORP 

Historical Consolidated Statements of Income (unaudited) 

(dollars in thousands, except per share data) 

 

		September 30				June 30				March 31				December 31				September 30
Three months ended		2025				2025				2025				2024				2024
INTEREST INCOME
Loans receivable, including fees		$	28,141			$	27,115			$	25,988			$	26,122			$	25,464
Securities			3,907				3,871				3,870				2,789				2,526
Other			144				220				226				574				497
Total interest income			32,192				31,206				30,084				29,485				28,487
INTEREST EXPENSE
Deposits			10,730				10,869				10,748				10,984				10,553
Borrowings			1,004				1,272				1,479				1,876				2,003
Total interest expense			11,734				12,141				12,227				12,860				12,556
NET INTEREST INCOME			20,458				19,065				17,857				16,625				15,931
PROVISION FOR (RELEASE OF) CREDIT LOSSES			(502	)			950				857				1,604				1,345
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION FOR CREDIT LOSSES			20,960				18,115				17,000				15,021				14,586
OTHER INCOME
Service charges and fees			1,660				1,514				1,513				1,595				1,517
Income from fiduciary activities			254				226				325				224				256
Net realized (losses) gains on sales of securities			—				—				—				(19,962	)			—
Gains on sales of loans, net			130				65				47				50				103
Gains on sales of foreclosed real estate owned			—				—				—				—				—
Earnings and proceeds on life insurance policies			268				266				286				275				261
Other			193				177				180				159				158
Total other income			2,505				2,248				2,351				(17,659	)			2,295
OTHER EXPENSES
Salaries and employee benefits			6,696				6,605				6,472				6,690				6,239
Occupancy, furniture and equipment, net			1,361				2,538				1,378				1,291				1,269
Foreclosed real estate			1				137				4				9				9
FDIC insurance assessment			368				355				406				335				339
Other			4,508				2,896				3,804				5,094				4,175
Total other expenses			12,934				12,531				12,064				13,419				12,031
INCOME BEFORE TAX (BENEFIT) EXPENSE			10,531				7,832				7,287				(16,057	)			4,850
INCOME TAX (BENEFIT) EXPENSE			2,197				1,627				1,514				(3,406	)			1,006
NET (LOSS) INCOME		$	8,334			$	6,205			$	5,773			$	(12,651	)		$	3,844
Basic (loss) earnings per share		$	0.89			$	0.67			$	0.63			$	(1.54	)		$	0.48
Diluted (loss) earnings per share		$	0.89			$	0.67			$	0.63			$	(1.54	)		$	0.48
Return on average assets (annualized)			1.40	%			1.06	%			1.01	%			-2.19	%			0.68	%
Return on average equity (annualized)			14.58	%			11.14	%			10.73	%			-26.08	%			8.09	%
Return on average tangible equity (annualized)			16.76	%			12.83	%			12.40	%			-30.77	%			9.58	%
Net interest spread (fte)			2.94	%			2.75	%			2.61	%			2.31	%			2.23	%
Net interest margin (fte)			3.63	%			3.43	%			3.30	%			3.04	%			2.99	%