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) 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 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 7.01 Regulation FD Disclosure.

On March 1, 2024, Norwood Financial Corp (the “Company”) will post an updated investor presentation, which will include December 31, 2023 financial highlights (the “Investor Presentation”), on the Company’s website, www.waynebank.com. 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, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are being furnished with this report.

No.	Description
99.1	Norwood Financial Corp Investor Presentation.
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: March 1, 2024	By:	/s/ William S. Lance
		William S. Lance Executive Vice President and Chief Financial Officer (Duly Authorized Representative)

EX-99.1

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,” “believes,” “plans,” “may,” “will,” “should,” “could,” and other similar expressions are intended to identify such forward-looking statements the Company cautions that these forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change overtime. Actual results could differ materially from such forward-looking statements. Accordingly, you should not place undue reliance on forward-looking statements. The following factors, among others, could cause actual results to differ materially and adversely from such forward-looking statements: changes in the financial services industry and the U.S. and global capital markets, changes in economic conditions nationally, regionally and in the company’s markets, the nature and timing of actions of the Federal Reserve Board and other regulators, the nature and timing of legislation and regulation affecting the financial services industry, government intervention in the U.S. financial system, changes in federal and state tax laws, changes in levels of market interest rates, pricing pressures on loan and deposit products, credit risks of the Company’s lending activities, successful implementation, deployment and upgrades of new and existing technology, systems, services and products, customers’ acceptance of the Company’s products and services, and competition. Any statements made by the Company that are not historical facts should be considered to be forward-looking statements. The Company cautions that the foregoing list of important factors is not exhaustive. The Company is not obligated to update and does not undertake to update any of its forward looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company or made herein. Forward Looking Statements & Disclaimers

Financial Highlights, December 31, 2023 Total Assets of $2.2 billion Increase of $154 million, or 7.5%, in 2023 Total Loans of $1.6 billion Increase of $130 million, or 8.8%, in 2023 Total Deposits of $1.8 billion Increase of $67 million, or 3.9%, in 2023 Balance Sheet

Financial Highlights, December 31, 2023 Commercial Loans Increase of $48 million, or 4.9%, in 2023 Consumer Loans Increase of $64 million, or 32.1%, in 2023 Residential Mortgages Increase of $18 million, or 5.9%, in 2023 Loan Portfolio

Financial Highlights, December 31, 2023 Demand Deposits Decrease of $35 million, or 8.0%, in 2023 Non-Maturity, Interest-Bearing Deposits Decrease of $103 million, or 13.0%, in 2023 Time Deposits Increase of $205 million, or 40.8%, in 2023 Deposits

Financial Highlights, December 31, 2023 $24,915 $29,233 $16,759 Net Income 2023 results were down due to the decrease in Net Interest Income and a large credit charge off. While no assurances can be given, no further losses are expected from the credit that was charged off. As of December 31, 2023, our Allowance for Credit Losses represented 1.18% of total loans outstanding, and was 249% of total nonperforming loans.

Financial Highlights, December 31, 2023 WAYNE BANK NATIONAL PEER Return on Assets 0.79% 1.02% Return on Equity 10.13% 11.62% Dividend Payout Ratio 54.60% 34.39% Net Interest Margin 3.06% 3.39% Loans to Deposits 88.20% 83.44% Efficiency Ratio 60.65% 62.41% Overhead Expense Ratio 1.96% 2.40% Average Yield on Total Loans 5.46% 5.78% Average Rate Paid on Deposits 1.96% 2.11% Non-Current Loans/Total Loans 0.48% 0.39% Peer Comparison

A Well Diversified Loan Portfolio Loan Portfolio Categories *7 individual Office Loans for $5MM representing .3% of total loans

A Well Diversified Loan Portfolio Loan Portfolio By Industry This chart shows the breakdown of Wayne Bank’s concentration of credit for those industries that make up over 10% of its capital. The “All Others” category includes 37.19% Retail Loans and 19.96% other Commercial Loan industries. The 37.19% Retail Loans includes 15.75% Residential Mortgages, 15.53% Indirect Loans, and 5.91% Direct Installment Loans.

Credit Performance Total Loans Vs. Percentage of Past Dues (> 30 days)

Deposit Mix Deposit Growth Total deposits in the banking industry decreased by 1.71% in 2023 Wayne Bank grew deposits by 2.98% in 2023 Banking Industry Source: Board of Governors of the federal Reserve System (US) via fred.stlouisfed.org

Deposit Mix Deposit Growth Comparison Public funds decreased 4.99% as pandemic related stimulus programs expired Consumer and business deposits increased by 3.83% and 7.74% respectively, in the same period

A Legacy of Creating Shareholder Value 32 consecutive years of increases in cash dividends per share Most recent quarterly dividend of $.30/share paid on February 1, 2024 Market valuation metrics: Price/LTM EPS: 15.8X Price/book: 143% Price/tangible book: 170% Average daily trading volume of nearly 12,000 shares Index membership: Nasdaq Bank Index Russell 2000® Index The Facts

A Legacy of Creating Shareholder Value NWFL entered the Russell 2000® Index on 6/23/2023. On 6/23/2023, NWFL had the highest level of stock trades in a single day in its history. The Russell 2000® Index encompasses and tracks the performance of the 2,000 largest traded U.S. stocks, based on market capitalization. In the Russell 2000® Index

A Legacy of Creating Shareholder Value Ranked #20 in the Top 25 Banks in the U.S. by Bank Director Magazine. Also ranked #10 out of 122 banks in the $2 billion to $5 billion asset size category. Evaluated on profitability, capital adequacy, asset quality, and total shareholder return. A Top 25 Best U.S. Bank

A Legacy of Creating Shareholder Value Ranked #84 out of 200 banks in the $2 billion to $10 billion asset size category by American Banker. Evaluated on profitability, efficiency, capital adequacy, and asset quality based on a 3-year average return. A Top 100 Performing U.S. Bank

XML

Document and Entity Information	Mar. 01, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001013272
Document Type	8-K
Document Period End Date	Mar. 01, 2024
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