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) May 3, 2022

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.

(b)    On May 3, 2022, Norwood Financial Corp (the “Company”) issued a press release announcing that (i) Lewis J. Critelli will retire as President and Chief Executive Officer of the Company and Wayne Bank (the “Bank”), effective as of May 9, 2022; and (ii) Mr. Critelli has been appointed Chairman of the Board of the Company and the Bank. A copy of the press release is filed with this report as Exhibit 99.1 hereto and 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 dated May 3, 2022
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: May 3, 2022	By:	/s/ Lewis J. Critelli
		Lewis J. Critelli President and Chief Executive Officer (Duly Authorized Representative)

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Kristen E. Lancia, CFMP, AVP & Marketing Officer

Email: kristen.lancia@waynebank.com

Phone: (570) 253-8594

Norwood Financial Corp and Wayne Bank

Appoint Lewis J. Critelli as Chairman

May 3, 2022, Honesdale, PA—The Board of Directors of Norwood Financial Corp (NASDAQ Global Market – NWFL) and its subsidiary, Wayne Bank, announced the appointment of Lewis J. Critelli as Chairman of the Board of Norwood and Wayne Bank.

Mr. Critelli will retire as President and Chief Executive Officer of Norwood Financial Corp and Wayne Bank on May 9 of this year and has enjoyed a long and distinguished banking career of over forty years. He joined the Bank in 1995 as Chief Financial Officer and has served as President and CEO for both the Company and the Bank since 2010. Under his leadership, the Company had three successful acquisitions and expanded into new markets in Pennsylvania and Upstate New York. The Company’s total assets increased from $529 million to over $2.1 billion as of March 31, 2022.

Prior to joining Wayne Bank, Mr. Critelli held various leadership roles for ten years in the Lehigh Valley banking industry. He earned a B.S. in Finance from Penn State in 1981 and an M.B. A. from Lehigh University in 1988. He also holds a Bank Administration Institute Degree in Community Banking Financial Management from the University of Wisconsin.

With a strong dedication to the local community, Mr. Critelli is actively involved with many organizations. He is a past President of the Wayne Economic Development Corp (WEDCO). He is also on the Board of Trustees, Director of Resource Development, and Co-Chair of the Wayne County Division, for the United Way of Lackawanna and Wayne Counties, as well as past Chair of the 2019 United Way Campaign. Mr. Critelli is a past President and Treasurer for the Wayne County Chamber of Commerce and a past Treasurer and Director for the Chamber of the Northern Poconos. He has served on the Board of Directors for both the Greater Honesdale Partnership and the Center for Developmental Disabilities. A Honesdale Lions Club Member, Mr. Critelli was also Treasurer and on the Board of Trustees for the Dorflinger-Suydam Wildlife Sanctuary. He is past President for the Wayne County YMCA and past Treasurer for the Honesdale Rotary Club. Mr. Critelli serves on the Board of Trustees of the Villaume Foundation and has served on various committees of the Pennsylvania Bankers Association at the state and local level, including Government Regulations, Legislative, Education, and Taxation.

Mr. Critelli stated, “It is my honor and privilege to serve Norwood Financial Corp and Wayne Bank as we continue to grow, serve our customers and communities, and build shareholder value.”

Mr. Critelli resides in Honesdale with his wife, Lisa.

Norwood Financial Corp is the parent company of Wayne Bank, which operates from fourteen offices throughout Northeastern Pennsylvania and sixteen 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”, 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 changes in federal and state laws, changes in interest rates, the risks and uncertainty posed by, and the effect and impact of, the COVID-19 pandemic on the economy and the Company’s results of operation and financial condition, the ability to control costs and expenses, 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.

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XML

Document and Entity Information	May 03, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001013272
Document Type	8-K
Document Period End Date	May 03, 2022
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