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) July 16, 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.

(d) On July 16, 2024, Ronald R. Schmalzle was appointed to the Boards of Directors of the Company and its principal subsidiary, Wayne Bank (the “Bank”). Mr. Schmalzle will serve with the class of the Company’s directors whose terms expire at the 2027 Annual Meeting of Stockholders. Mr. Schmalzle will receive the same compensation paid to other non-employee directors of the Company and will be eligible for stock option and restricted stock awards under the Company’s 2024 Equity Incentive Plan. There are no understandings or arrangements between Mr. Schmalzle and any other person pursuant to which he was selected as a director. In the normal course of its business as a financial institution, the Bank has granted commercial loans to Mr. Schmalzle or his related business interest. The terms of these loans, including interest rates, collateral and repayment terms, are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectability or other unfavorable features. During the fiscal year ended December 31, 2023, the largest aggregate outstanding principal balance of all such loans was $670,000.

For further information, reference is made to the Company’s press release, dated July 18, 2024, which is filed 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 July 18, 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: July 18, 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, Vice President

Email: kristen.lancia@waynebank.com

Phone: (570) 253-8594

NORWOOD FINANCIAL CORP AND WAYNE BANK

APPOINT RONALD R. SCHMALZLE AS DIRECTOR

Honesdale, Pennsylvania – July 18, 2024

The Board of Directors of Norwood Financial Corp (NASDAQ Global Market – NWFL) and its subsidiary, Wayne Bank, announced the appointment of Ronald R. Schmalzle to the Board of Directors of Norwood Financial Corp (“Norwood” or the “Company”) and Wayne Bank.

“I have known Ron for over 15 years and am so pleased to add his considerable expertise to the Board,” said Lewis J. Critelli, Chairman of the Board of Directors for Norwood and Wayne Bank. “Ron’s business acumen, long history of public service, and community insight will help us to achieve long-lasting impact within our communities.”

Schmalzle is currently serving his second term as a Pike County Commissioner, having been reelected in 2023. He is President, Co-Owner, and General Manager of Recreation Management Corp, which owns and operates a number of recreation-based businesses in the Northern Region of the Pocono Mountains, including Ski Big Bear at Masthope Mountain and Costa’s Family Fun Park. Schmalzle is also a consultant and the former Executive Director for Camping Management Corp., which operates the award-winning Pine Forest Camp, Lake Owego Camp, and Camp Timber Tops.

“Ron is a successful businessperson and public servant,” said Jim Donnelly, President and CEO of Wayne Bank and Norwood Financial Corp. “He adds a unique skill set to the Board. We are excited to have Ron join our Board of Directors.”

Schmalzle has extensive board experience and is the former Chairman of the Pike County Hotel Tax Board, and a current board member of the Lake Wallenpaupack Watershed Management District and the Pike County Conservation District. He is a former member of the Board of Trustees of the Wayne Memorial Hospital and Wayne Memorial Healthcare Systems, as well as a past Campaign Chair and Board Member of the Pike County United Way. Schmalzle is the past Chairman of the Pike Marcellus Shale Task Force Economic Committee and the County Commissioner Representative to the Pike County Planning Commission. He was honored with The Richard L. Snyder Excellence in Business Award in 2018, which recognizes outstanding corporate philanthropic leaders in Pike County, and is a member of the Wayne County Athletic Hall of Fame. Schmalzle has a long history of involvement with youth sports and is a coach and past league organizer for Wallenpaupack Youth Basketball and Soccer Programs; a volunteer coach for Wallenpaupack High School Varsity Boys Basketball and Varsity Boys and Girls Track; and a 35-year PIAA Soccer Official, Chapter President, Chapter Interpreter, and District 2 Interpreter. He is also a prior Committee Member of the Pennsylvania Ski Area Association.

“I am honored to be appointed to this important role,” said Schmalzle. “I look forward to working together with my board colleagues to continue to serve our customers, communities, and shareholders.”

Schmalzle holds a B.M. from Marywood University. He is a lifelong resident of Pike County and lives with his wife, Mary, a retired teacher in the Wallenpaupack School District. The couple has four children and six grandchildren.

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

Statements contained in this news release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company does not undertake and specifically disclaims any obligation to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

###

XML

Document and Entity Information	Jul. 16, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001013272
Document Type	8-K
Document Period End Date	Jul. 16, 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