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) June 28, 2023

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 (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 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

On June 28, 2023, Norwood Financial Corp (the “Company”) issued a press release announcing that its wholly-owned bank subsidiary, Wayne Bank, was ranked number eighty-four out of two hundred in the $2 billion to $10 billion asset size top performing banks of 2023. A copy of the press release is furnished with this report as exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished with this report.

Number	Description
99.1	Press Release, issued on June 28, 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 28, 2023	By:	/s/ William S. Lance
		William S. Lance
		Executive Vice President and Chief Financial Officer (Duly Authorized Representative)

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Kristen E. Lancia, CFMP, Vice President

Email: kristen.lancia@waynebank.com

Phone: (570) 253-8594

Wayne Bank Ranks in Top 100 Performing Banks in U.S.

Honesdale, PA – American Banker has conducted its rankings of the top-performing banks of 2023. Wayne Bank has been evaluated by American Banker on profitability, efficiency, capital adequacy, and asset quality based on a three-year average return. Jim Donnelly, President and Chief Executive Officer of Wayne Bank, is pleased to announce that Wayne Bank has ranked number eighty-four out of two hundred in the $2 billion to $10 billion asset size category.

Financial industry professionals turn to American Banker, every day and throughout the day, to stay maximally informed — drilling down on complex issues, keeping up with breaking news, and downloading research and data.

“We are honored to be recognized for our strong financial performance. For over 150 years, we have been committed to helping our employees, customers, and communities we serve achieve their financial goals,” stated Mr. Donnelly.

Wayne Bank is a subsidiary of Norwood Financial Corp., Member FDIC, and is located 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 trades on the NASDAQ Global Market under the symbol— NWFL

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XML

Document and Entity Information	Jun. 28, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001013272
Document Type	8-K
Document Period End Date	Jun. 28, 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