NWFL

EX-99.1

2 nwfl-20260722xex99_1.htm

EX-99.1

Exhibit 991

FOR IMMEDIATE RELEASE

Norwood Financial Corp announces Second Quarter Financial Results

Quarterly Highlights:

·

Record net income of $9.3 million.

·

Record net interest income of $26.8 million.

·

Diluted earnings per share of $0.86.

·

Total assets of $2.908 billion.

·

Tangible book value per share increased to $22.96, surpassing the pre-acquisition value of $22.90.

·

Successfully completed Presence Bancshares integration, including core system conversion and brand convergence.

Honesdale, Pennsylvania – July 18, 2026 - Norwood Financial Corp (the “Company”) (Nasdaq Global Market-NWFL), the holding company of Wayne Bank, announced results for the second quarter and six months ended June 30, 2026.

Jim Donnelly, President and Chief Executive Officer, stated, “We are pleased to announce strong second quarter results, highlighted by record net interest income, improved profitability, and continued progress following the integration of Presence Bancshares. Net interest margin expanded on both a year-over-year and linked-quarter basis, reflecting disciplined balance sheet management and the benefit of our larger franchise. We remain focused on credit quality, expense management, and long-term value creation for our shareholders as our teams continue to execute.”

(dollars in thousands, except per share data)

Year-Over Year

Linked Quarter

Year-to-Date

3 Months Ended

3 Months Ended

6 Months Ended

Jun-26

Jun-25

Change

Mar-26

Change

Jun-26

Jun-25

Change

Net interest income

$26,839

$19,065

$7,774

$24,554

$2,285

$51,393

$36,923

$14,470

Net interest spread (fte) 1

3.27%

2.75%

52 bps

3.04%

23 bps

3.16%

2.68%

48 bps

Net interest margin (fte) 1

3.90%

3.43%

47 bps

3.68%

22 bps

3.79%

3.37%

42 bps

Pre Provision Net Revenue (PPNR) 1

$13,573

$8,782

$4,791

$6,279

$7,294

$19,852

$16,927

$2,925

Net income

$9,328

$6,205

$3,123

$3,730

$5,598

$13,058

$11,978

$1,080

Diluted earnings per share

$0.86

$0.67

$0.19

$0.35

$0.51

$1.21

$1.30

$(0.09)

Return on average assets

1.28%

1.06%

22 bps

0.53%

75 bps

0.91%

1.03%

(12 bps)

Return on tangible equity

15.04%

12.83%

221 bps

6.04%

900 bps

10.55%

12.62%

(207 bps)

Excluding merger-related expenses and 2026 BOLI Restructuring Fees (see Non-GAAP reconciliations)

(dollars in thousands, except per share data)

Year-Over Year

Linked Quarter

Year-to-Date

3 Months Ended

3 Months Ended

6 Months Ended

Jun-26

Jun-25

Change

Mar-26

Change

Jun-26

Jun-25

Change

Pre Provision Net Revenue (PPNR)

$13,626

$8,932

$4,694

$11,445

$2,181

$25,071

$8,932

$16,139

Net income

$9,370

$6,324

$3,046

$7,811

$1,559

$17,181

$12,097

$5,085

Diluted earnings per share

$0.86

$0.69

$0.17

$0.72

$0.14

$1.59

$1.31

$0.28

Return on average assets

1.29%

1.08%

21 bps

1.10%

19bps

1.20%

1.04%

16bps

Return on average tangible equity

15.11%

13.08%

203 bps

12.65%

246 bps

13.88%

12.75%

126 bps

Discussion of financial results for the three months ended June 30, 2026 (all comparisons are to second quarter 2025, unless otherwise noted):

·

Net income was $9.3 million, an increase of $3.1 million from $6.2 million. Diluted earnings per share were $0.86 compared to $0.67.

·

Net interest income was $26.8 million, an increase of $7.8 million from $19.1 million. On a linked-quarter basis, net interest income increased $2.3 million from $24.6 million.

·

Net interest margin (fully taxable equivalent) was 3.90% compared to 3.43%. On a linked-quarter basis, NIM increased 22 basis points from 3.68%.

·

Pre-provision net revenue (PPNR) was $13.6 million, compared to $8.8 million in the prior-year quarter and $6.3 million in the linked quarter.

·

Total assets were $2.908 billion, compared to $2.365 billion, an increase of 22.9%.

·

Loans receivable were $2.263 billion compared to $1.791 billion, an increase of 26.4%.

·

Total deposits were $2.514 billion compared to $1.998 billion, an increase of 25.8%.

·

Tangible book value per share was $22.96 compared to $21.17 at June 30, 2025, and increased $0.54 on a linked-quarter basis from $22.43.

·

Allowance for credit losses to total loans was 1.13%. Nonperforming loans to total loans were 1.23% and nonperforming assets to total assets were 0.98%.

Credit Quality

During the second quarter of 2026, the Company recorded net charge-offs of approximately $1.4 million, including a $729 thousand charge-off related to a previously disclosed borrower relationship that filed for Chapter 11 bankruptcy protection during June 2026. The relationship consists of five loans to four borrower entities with aggregate exposure of approximately $22 million to the Bank and is primarily secured by commercial real estate. The Company continues to evaluate the potential loss exposure associated with the relationship, monitor the bankruptcy proceedings, and assess underlying collateral values. Managem

SEC.gov | Request Rate Threshold Exceeded

U.S. Securities and Exchange Commission

You’ve Exceeded the SEC’s Traffic Limit

Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes.

Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains available to all users, we reserve the right to block IP addresses that submit excessive requests.

The block will be lifted automatically by waiting 10 minutes. Continuing to exceed the SEC’s maximum allowable request rate during the time-out period will extend the duration of the time-out period. To ensure fair access for all users, please reduce the rate of your requests and visit SEC.gov again after the 10 minute time-out period has passed.

For best practices on efficiently downloading information from SEC.gov, including the latest EDGAR filings, visit sec.gov/developer. You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and SEC.gov enhancements that may impact scripted downloading processes. For more information, contact opendata@sec.gov.

For more information, please see the SEC’s Web Site Privacy and Security Policy. Thank you for your interest in the U.S. Securities and Exchange Commission.

Reference ID: 0.c706d217.1784466128.eb912fad

More Information

Internet Security Policy

By using this site, you are agreeing to security monitoring and auditing. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website.

Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users.

Note: We do not offer technical support for developing or debugging scripted downloading processes.

8-K

false 0001013272 0001013272 2026-01-22 2026-01-22

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) January 22, 2026

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 2.02 Results of Operations and Financial Condition.

On January 22, 2026, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the three and twelve months ended December 31, 2025. 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 7.01 Regulation FD Disclosure.

On January 22, 2026, the Company will host an earnings call with respect to earnings for the fourth quarter of 2025 and will use and post an earnings presentation for Q4 2025, which will include December 31, 2025, financial highlights (the “Earnings Presentation”). The Earnings 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. 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 Earnings 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

Press Release dated January 22, 2026.

99.2

Norwood Financial Corp Q4 2025 Earnings 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: January 22, 2026

By:

/s/ John