UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
Section 8 – Other Events
| Item 8.01 | Other Events. |
On June 16, 2023, Norwood Financial Corp announced that its Board of Directors had declared a quarterly cash dividend of $0.29 per share payable on August 1, 2023, to stockholders of record as of July 14, 2023. A copy of the press release dated June 16, 2023, announcing the dividend is included as Exhibit 99.1 to this report and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | The following exhibits are furnished with this report. |
| Number |
Description | |
| 99.1 | Press Release, dated June 16, 2023. | |
| 104 | The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
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: June 16, 2023 | By: | /s/ William S. Lance | ||||
| William S. Lance | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
| (Duly Authorized Representative) | ||||||
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 14, 2023. The $.29 per share equals the per share dividend declared in the first quarter of 2023, and represents a 3.6% increase over the cash dividend declared in the second quarter of 2022.
Mr. Donnelly commented, “The Board is extremely pleased to provide our shareholders with this quarterly dividend. It reflects the Company’s financial strength and strong capital position which has contributed to our solid performance.”
Norwood Financial Corp, through its subsidiary, Wayne Bank operates fourteen offices in Northeastern Pennsylvania and fifteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. As of March 31, 2023, Norwood had total assets of $2.104 billion, loans outstanding of $1.536 billion, total deposits of $1.756 billion and total capital of $176.4 million. The Company’s stock is traded on the Nasdaq Global Market under the symbol “NWFL”.
Forward-Looking Statements.
The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of risks and uncertainties which may cause actual results to differ materially from those currently anticipated, and therefore readers should not place undue reliance on any forward looking statements. Those risks and uncertainties include, but are not limited to, our ability to pay or increase cash dividends in the future, the continued financial strength, solid performance and strong capital position of the Company, changes in federal and state laws, changes in the absolute and relative levels of interest rates, the impact of the COVID-19 pandemic on the Company’s results of operation and financial condition, the ability to control costs and expenses, demand for real estate, costs associated with cybercrime, general economic conditions and the effectiveness of governmental responses thereto. Norwood Financial Corp does not undertake and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
| CONTACT: | William Lance | |
| Executive Vice President and Chief Financial Officer | ||
| NORWOOD FINANCIAL CORP | ||
| (570) 253-8505 | ||
| www.waynebank.com |
Document and Entity Information |
Jun. 16, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001013272 |
| Document Type | 8-K |
| Document Period End Date | Jun. 16, 2023 |
| Entity Registrant Name | Norwood Financial Corp |
| Entity Incorporation State Country Code | PA |
| Entity File Number | 0-28364 |
| Entity Tax Identification Number | 23-2828306 |
| Entity Address, Address Line One | 717 Main Street |
| Entity Address, City or Town | Honesdale |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 18431 |
| City Area Code | (570) |
| Local Phone Number | 253-1455 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.10 per share |
| Trading Symbol | NWFL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |