UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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NORWOOD FINANCIAL CORP
INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 - Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On September 16, 2025, Lewis J. Critelli retired as Chairman of the Board and Director of Norwood Financial Corp (the “Company”) and its wholly-owned subsidiary, Wayne Bank (the “Bank”). Upon his retirement, Mr. Critelli was appointed Chairman Emeritus. In addition, on that same date, the Board appointed Dr. Andrew A. Forte, current Vice Chairman of the Board, to Chairman of the Board, and named Kevin Lamont, currently a director, as Vice Chairman of the Board.
(d) On September 16, 2025, Mr. James Shook and Ms. Marissa S. Nacinovich were appointed to the Boards of Directors of the Company and the Bank. Mr. Shook will serve with the class of the Company’s directors whose terms expire at the 2027 Annual Meeting of Stockholders and Ms. Nacinovich will serve with the class of the Company’s directors whose terms expire at the 2028 Annual Meeting of Stockholders. Mr. Shook and Ms. Nacinovich will receive the same compensation paid to other non-employee directors of the Company and will be eligible for stock option and restricted stock awards under the Company’s 2024 Equity Incentive Plan. There are no understandings or arrangements between Mr. Shook or Ms. Nacinovich and any other person pursuant to which they were selected as directors. In the normal course of its business as a financial institution, the Bank has granted business loans to Ms. Nacinovich or her related business interests. The terms of these loans, including interest rates, collateral and repayment terms, are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectability or other unfavorable features. During the fiscal year ended December 31, 2024, the largest aggregate outstanding principal balance of all such loans was $32,983.
For further information, reference is made to the Company’s press release announcing the changes to the Board of Directors, dated September 17, 2025, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Section 8 – Other Events
| Item 8.01 | Other Events. |
On September 17, 2025, Norwood Financial Corp announced that its Board of Directors had declared a quarterly cash dividend of $0.31 per share, payable on November 3, 2025, to stockholders of record as of October 15, 2025. A copy of the press release dated September 17, 2025, announcing the dividend is included as Exhibit 99.2 to this report and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
| Number |
Description | |
| 99.1 | Press Release announcing Board changes dated September 17, 2025. | |
| 99.2 | Press Release announcing dividend dated September 17, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: September 17, 2025 | By: | /s/ James O. Donnelly | ||||
| James O. Donnelly | ||||||
| President and Chief Executive Officer (Duly Authorized Representative) | ||||||