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 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 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

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.

On March 19, 2024, Joseph W. Adams resigned from the Board of Directors of Norwood Financial Corp (the “Company”) and its wholly-owned subsidiary, Wayne Bank (the “Bank”), in order to take an employment position with the Bank.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On March 19, 2024, the Bank issued a press release announcing the appointment of Joseph W. Adams as Senior Vice President and Director of Wealth Management and Investment Services for Wayne Bank. A copy of the press release is furnished with this report as Exhibit 99.1 and shall not be deemed “filed” for any purpose.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are being furnished with this report.

No.	Description
99.1	Press Release dated March 19, 2024.
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 19, 2024	By:	/s/ James O. Donnelly
		James O. Donnelly President and Chief Executive Officer (Duly Authorized Representative)

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Kristen E. Lancia, CFMP, VP & Marketing Manager

Email: kristen.lancia@waynebank.com

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 Investment Services for Wayne Bank.

Adams most recently served as Director for Norwood Financial Corp and Wayne Bank, having resigned that position during the March 19, 2024 board meeting.

In his new role, Adams will provide leadership to the Bank’s Wealth Management and Trust Services department and Norwood Investment Corp.

Mr. Donelly stated, “Norwood Financial Corp and Wayne Bank have been fortunate to enjoy Joe’s extensive experience and guidance for over nine years during his tenure as Director. I am delighted that we will continue to benefit from those qualities, as well as his leadership and expertise in the field of wealth management and investment services. This is an exciting evolution for Wayne Bank and its employees, customers, and shareholders.”

Adams has 39 years of financial management experience and has held titles including Business Manager, Financial Advisor, School Superintendent, and Senior Executive Vice President of Wealth Management. He was a Wayne County Commissioner and served as a member of the PA House of Representative for the 139th District of Pike and Wayne Counties.

Adams earned a B. S. in Economics and Finance and an MBA in Accounting and Finance from the University of Scranton. He is also a Certified Financial Planning Curriculum Graduate from Pace University.

Adams is an organizer of the Emergency Food Relief Program, which has raised over $400,000 in donations to feed 1600 local families. He was a former Chairman and a 30-year member of the Human Resource Center Board and a founding member of the Fall Music Festival and the Kelly Lalley Fund. He’s a member of the Honesdale Lions Club, the COAL Foundation, and the Committee to Renovate Hawley’s Bingham Park, as well as a former board member of NEPA Alliance, the Lake Region Chamber of Commerce, the Wayne County Family Center, the Wayne County Library Advisory Committee, the Wayne County YMCA, the Wayne County Children and Youth Advisory Board, and the Committee to relocate the historic White Mills Fire Hall. A former Chairman and member of the Palmyra Township Planning Committee, Adams has helped organize the effort to save the historic Hankins Dam, build the outdoor dog play park at Dessin Animal Shelter, and build Western Wayne’s softball Field. He’s volunteered his time as a Wallenpaupack and Honesdale Biddy Basketball Referee, Wallenpaupack Biddy Basketball Coach, Wallenpaupack Teener League Umpire, and Wallenpaupack American Legion Baseball Coach. Adams is a 40-year member of the Honesdale Golf Club, a 40-year member of Cold Hill Hunting Club, and a lifelong member of Murphy Hunting Club. He resides in Hamlin with his wife, Kathy.

Wayne Bank is a wholly-owned subsidiary of Norwood Financial Corp. Wayne Bank is a Member FDIC, an Equal Housing Lender, and is headquartered in Honesdale, Pennsylvania. The Bank has 29 Community Offices serving Wayne, Pike, Monroe, Lackawanna, and Luzerne Counties in Pennsylvania, along with Delaware, Sullivan, Otsego, Ontario, and Yates Counties in New York, including those offices operating under the Bank of Cooperstown and Bank of the Finger Lakes brands. The stock of Norwood Financial Corp trades on the NASDAQ Global Market under the symbol— NWFL.

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XML

Document and Entity Information	Mar. 19, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001013272
Document Type	8-K
Document Period End Date	Mar. 19, 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