Norwood Financial Corp 8-K/A, filed Mar 12, 2026
Norwood Financial Corp (NWFL)
About this 8-K/A
Norwood Financial Corp filed this 8-K/A on March 12, 2026, reporting on events of January 5, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
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FORM
(Amendment No. 1)
CURRENT REPORT
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NORWOOD FINANCIAL CORP
INFORMATION TO BE INCLUDED IN THE REPORT
Explanatory Note
On January 5, 2026, Norwood Financial Corp (“Norwood”) completed its previously announced acquisition of PB Bankshares, Inc. (“PB Bankshares”) and its wholly owned subsidiary, Presence Bank, pursuant to the Agreement and Plan of Merger, dated July 7, 2025, by and among Norwood, Wayne Bank, PB Bankshares and Presence Bank.
On January 5, 2026, the Company filed a Current Report on Form 8-K reporting the completion of the Merger (the “Original Report”). This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement item 9.01 of the Original Report, as described in Item 9.01 below. This Amendment No. 1 makes no other amendments to the Original Report.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired. |
Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of PB Bankshares as of and for the years ended December 31, 2024 and 2023, including the independent auditor’s report, are not required to be filed again by this Current Report on Form 8-K, because substantially the same information was previously filed in the Company’s Registration Statement on Form S-4, as originally filed with the Commission on September 19, 2025 (File No. 333-290392) and as thereafter amended. The unaudited consolidated balance sheet of PB Bankshares as of September 30, 2025 and the unaudited consolidated statements of operations and cash flows for the nine months ended September 30, 2025 and 2024 are filed herewith as Exhibit 99.1 and are incorporated by reference into this item 9.01(a).
| (b) | Pro forma financial information. |
The unaudited pro forma condensed consolidated combined financial information as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 is filed herewith as Exhibit 99.2 and is incorporated by reference into this item 9.01(b).
| (c) | Shell company transactions. |
Not applicable.
| (d) | Exhibits. |
The following exhibits are filed with this report.
2
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 11, 2026 | By: | /s/ John M. McCaffery | ||||
| John M. McCaffery | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
| (Duly Authorized Representative) | ||||||
3
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board Accounting Standards Codification 805, “Business Combinations”, giving effect to the proposed merger of PB Bankshares with and into Norwood Financial, with Norwood Financial as the surviving corporation. Under this method, PB Bankshares assets and liabilities as of the date of the acquisition will be recorded at their respective fair values and added to those of Norwood Financial. Any difference between the purchase price for PB Bankshares and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense but instead will be reviewed for impairment at least annually. Any core deposit intangible and other intangible assets with estimated useful lives to be recorded by Norwood Financial in connection with the acquisition will be amortized to expense over such intangible asset’s estimated useful life. The financial statements of Norwood Financial issued after the acquisition will reflect the results attributable to the acquired operations of PB Bankshares beginning on the date of completion of the acquisition. The merger was consummated on January 5, 2026.
The following unaudited pro forma condensed combined financial information and accompanying notes are based on and should be read in conjunction with the following historical financial statements and accompanying notes, which are incorporated by reference into this filing:
| • | the historical unaudited consolidated financial statements of Norwood Financial as of and for the nine months ended September 30, 2025 (included in Norwood Financial’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025), and the historical audited consolidated financial statements of Norwood Financial as of and for the year ended December 31, 2024 (included in Norwood Financial’s 2024 10-K); and |
| • | The historical unaudited consolidated financial statements of PB Bankshares as of and for the nine months ended September 30, 2025 (included in PB Bankshares’ Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025), and the historical audited consolidated financial statements of PB Bankshares as of and for the year ended December 31, 2024 (included in PB Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024). |
The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, which requires the depiction of the accounting for the transaction, which we refer to as transaction accounting adjustments. Regulation S-X also allows for management adjustments that could include presentation of the reasonably estimable cost savings and revenue enhancements and other transaction effects that have occurred or are reasonably expected to occur. Norwood Financial has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information.
The following unaudited pro forma combined consolidated balance sheet as of September 30, 2025, combines the unaudited consolidated balance sheet of Norwood Financial of September 30, 2025, with the unaudited consolidated balance sheet of PB Bankshares as of September 30, 2025, as if it had been consummated on September 30, 2025. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2025, combines the unaudited consolidated statements of income of Norwood Financial for the nine months ended September 30, 2025, with the unaudited consolidated statement of income of PB Bankshares for the nine months ended September 30, 2025, giving effect to the transaction and the common
1 | Page
stock as if it had been consummated on January 1, 2024. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 combines the audited consolidated statements of income of Norwood Financial for the year ended December 31, 2024 with the consolidated statements of income of PB Bankshares for the year ended December 31, 2024, giving effect to the transaction and the common stock as if it had been consummated on January 1, 2024. Certain reclassification adjustments have been made to PB Bankshares’ financial statements to conform to Norwood Financial’s financial statement presentation.
The unaudited pro forma condensed consolidated financial statements were prepared with Norwood Financial as the accounting acquirer and PB Bankshares as the accounting acquiree under the acquisition method of accounting. Accordingly, the consideration paid by Norwood Financial to complete the acquisition of PB Bankshares will be allocated to PB Bankshares’ assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The allocation is dependent upon certain valuations and other studies that have not been finalized at this time; however, preliminary significant valuations based on the fair value of the acquired assets and liabilities have been estimated and included in the unaudited condensed pro forma financial statements.
The final allocation of the purchase price will be determined after the merger is completed and after completion of thorough analyses to determine the fair value of PB Bankshares’ tangible and identifiable intangible assets and liabilities as of the closing date. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Norwood Financial’s consolidated statements of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to PB Bankshares’ stockholders’ equity, including results of operations from September 30, 2025, through the closing date will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the transaction accounting adjustments presented herein.
The unaudited pro forma condensed consolidated financial statements were prepared with Norwood Financial as the accounting acquirer and PB Bankshares as the accounting acquiree under the acquisition method of accounting. Accordingly, the consideration paid by Norwood Financial to complete the acquisition of PB Bankshares will be allocated to PB Bankshares’ assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The fair value adjustments made to the acquired assets and liabilities herein are considered preliminary and to changes as Norwood Financial finalizes its fair value determinations. The allocation is dependent upon certain valuations and other studies that have not been finalized at this time; however, preliminary significant valuations based on the fair value of the acquired assets and liabilities have been estimated and included in the unaudited condensed pro forma financial statements.
The final allocation of the purchase price will be determined after the merger is completed and after completion of thorough analyses to determine the fair value of PB Bankshares’ tangible and identifiable intangible assets and liabilities as of January 5, 2026, the closing date. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Norwood Financial’s consolidated statements of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to PB Bankshares’ shareholders’ equity, including results of operations from September 30, 2025, through the closing date will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the transaction accounting adjustments presented herein.
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The pro forma statements of income and per share data information does not include anticipated cost savings or revenue enhancements. Norwood Financial and PB Bankshares are currently in the process of assessing the two companies’ personnel, benefits plans, premises, equipment, computer systems, and service contracts to determine where the companies may take advantage of redundancies or where it will be beneficial or necessary to convert to one system. Certain decisions arising from these assessments may involve canceling contracts between either PB Bankshares or Norwood Financial and certain service providers. There is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all.
The pro forma combined basic and diluted earnings per share of Norwood Financial common stock is based on the pro forma combined net income per common share for PB Bankshares and Norwood Financial divided by the pro forma basic or diluted common shares of the combined entities for the periods presented on such statements of income. The pro forma information includes adjustments related to the fair value of assets and liabilities of PB Bankshares and is subject to adjustment as additional information becomes available and as final merger date analyses are performed. The pro forma combined balance sheet and book value per share data includes the adjustment to reflect the unaccrued one-time merger-related charges for Norwood Financial and PB Bankshares: (a) Norwood Financial pre-tax charges are estimated at $6.8 million ($5.6 million after-tax) and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings, and (b) PB Bankshares pre-tax charges are estimated at $2.0 million ($1.7 million after-tax) and are included as a pro forma fair value liability accrual The pro forma statements of income includes an accrual for unaccrued one-time merger related charges of $6.8 million for Norwood Financial. The pro forma combined book value per share of Norwood Financial common stock is based on the pro forma combined common stockholders’ equity of PB Bankshares and Norwood Financial divided by total pro forma common shares of the combined entities.
The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Norwood Financial common stock or the actual or future results of operations of Norwood Financial for any period. Actual results may be materially different than the pro forma information presented.
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Norwood Financial Corp.
Unaudited Combined Pro Forma Balance Sheets as of September 30, 2025
($ In thousands, except per share data)
| Norwood Financial Corp. |
PB Bankshares, Inc. |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||
| Assets |
||||||||||||||||
| Cash and due from banks |
$ | 50,348 | $ | 692 | $ | — | $ | 51,040 | ||||||||
| Interest-bearing deposits with banks |
24,382 | 49,201 | (11,728 | ) (1)(3) | 61,855 | |||||||||||
| Federal funds sold |
— | 5,387 | — | 5,387 | ||||||||||||
|
|
|
|
|
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|
|
|
|||||||||
| Cash and cash equivalents |
74,730 | 55,280 | (11,728 | ) | 118,282 | |||||||||||
| Securities available for sale |
403,989 | 30,189 | — | (3) | 434,178 | |||||||||||
| Equity securities |
— | 850 | — | 850 | ||||||||||||
| Total loans, net of unearned income |
1,815,679 | 356,557 | (10,016 | ) (4) | 2,162,220 | |||||||||||
| Less: allowance for credit losses |
(20,908 | ) | (4,509 | ) | 703 | (5) | (24,714 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loans and leases |
1,794,771 | 352,048 | (9,313 | ) | 2,137,506 | |||||||||||
| Regulatory stock, at cost |
6,163 | 2,156 | — | 8,319 | ||||||||||||
| Bank premises and equipment, net |
22,292 | 2,012 | 372 | (6) | 24,676 | |||||||||||
| Bank owned life insurance |
45,821 | 8,617 | — | 54,438 | ||||||||||||
| Accrued interest receivable |
8,686 | 1,598 | — | 10,284 | ||||||||||||
| Deferred tax assets, net |
16,528 | 1,570 | 2,631 | (7) | 20,729 | |||||||||||
| Goodwill |
29,266 | — | 12,977 | (1) | 42,243 | |||||||||||
| Intangible assets, net |
109 | — | 3,386 | (8) | 3,495 | |||||||||||
| Other assets |
9,596 | 2,117 | — | 11,713 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 2,411,951 | $ | 456,437 | $ | (1,675 | ) | $ | 2,866,713 | |||||||
|
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|
|
|
|
|
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|
|||||||||
| Liabilities: |
||||||||||||||||
| Deposits: |
||||||||||||||||
| Noninterest-bearing |
$ | 424,027 | $ | 24,629 | $ | — | $ | 448,656 | ||||||||
| Interest-bearing |
1,649,941 | 330,410 | (28 | ) (9) | 1,980,323 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total deposits |
2,073,968 | 355,039 | (28 | ) | 2,428,979 | |||||||||||
| Borrowings |
72,071 | 43,591 | (155 | ) (10) | 115,507 | |||||||||||
| Accrued interest payable |
9,823 | 1,009 | — | 10,832 | ||||||||||||
| Other liabilities |
21,184 | 5,444 | 8,849 | (11) | 35,477 | |||||||||||
|
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|
|
|
|
|
|
|
|||||||||
| Total liabilities |
2,177,046 | 405,083 | 8,666 | 2,590,795 | ||||||||||||
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|
|||||||||
| Shareholders’ equity: |
||||||||||||||||
| Common stock |
949 | 24 | 142 | (1)(2) | 1,115 | |||||||||||
| Paid-in capital |
127,190 | 23,346 | 23,050 | (1)(2) | 173,586 | |||||||||||
| Unearned ESOP shares |
— | (2,318 | ) | 2,318 | (2) | — | ||||||||||
| Retained earnings |
136,662 | 29,962 | (35,511 | ) (2)(11) | 131,113 | |||||||||||
| Treasury stock |
(6,188 | ) | — | — | (6,188 | ) | ||||||||||
| Accumulated other comprehensive loss |
(23,708 | ) | 340 | (340 | ) (2) | (23,708 | ) | |||||||||
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|
|||||||||
| Total shareholders’ equity |
234,905 | 51,354 | (10,341 | ) | 275,918 | |||||||||||
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|
|||||||||
| Total liabilities and shareholders’ equity |
$ | 2,411,951 | $ | 456,437 | $ | (1,675 | ) | $ | 2,866,713 | |||||||
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| Per Share Data |
||||||||||||||||
| Shares Outstanding |
9,260,521 | 2,551,780 | (888,847 | ) (1) | 10,923,454 | |||||||||||
| Book Value Per Share |
$ | 25.37 | $ | 20.12 | $ | 25.26 | ||||||||||
4 | Page
Unaudited Pro Forma Combined Statements of Income for nine months ended September 30, 2025
($ In Thousands, Except Per Share Data)
| Norwood Financial Corp. |
PB Bankshares, Inc. |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||
| Interest Income |
||||||||||||||||
| Loans receivable, including fees |
$ | 81,244 | $ | 15,723 | $ | 1,570 | (4) | $ | 98,537 | |||||||
| Securities |
11,648 | 1,041 | (65 | ) (3) | 12,624 | |||||||||||
| Other |
590 | 1,738 | (278 | ) (3) | 2,050 | |||||||||||
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|||||||||
| Total Interest Income |
93,482 | 18,502 | 1,227 | 113,211 | ||||||||||||
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| Interest Expense |
||||||||||||||||
| Deposits |
32,347 | 7,675 | (23 | ) (9) | 39,999 | |||||||||||
| Borrowings |
3,755 | 1,107 | (3 | ) (10) | 4,859 | |||||||||||
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|||||||||
| Total Interest Expense |
36,102 | 8,782 | (26 | ) | 44,858 | |||||||||||
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|||||||||
| Net Interest Income |
57,380 | 9,720 | 1,253 | 68,353 | ||||||||||||
| Provision for credit losses |
1,372 | 90 | — | 1,462 | ||||||||||||
| Provision for (release of) off balance sheet |
(67 | ) | 6 | — | (61 | ) | ||||||||||
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| Total provision for (release of) credit losses |
1,305 | 96 | — | 1,401 | ||||||||||||
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| Net Interest Income after Provision for (release of) Credit Losses |
56,075 | 9,624 | 1,253 | 66,952 | ||||||||||||
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| Other Income |
||||||||||||||||
| Service charges and fees |
4,687 | 342 | — | 5,029 | ||||||||||||
| Income from fiduciary activities |
805 | — | — | 805 | ||||||||||||
| Gain on equity securities |
— | 23 | — | 23 | ||||||||||||
| Gains on sales of loans, net |
242 | — | — | 242 | ||||||||||||
| Earnings and proceeds on life insurance policies |
820 | 169 | — | 989 | ||||||||||||
| Other |
550 | 244 | — | 794 | ||||||||||||
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|||||||||
| Total Other Income |
7,104 | 778 | — | 7,882 | ||||||||||||
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| Other Expenses |
||||||||||||||||
| Salaries and employee benefits |
19,773 | 4,472 | — | 24,245 | ||||||||||||
| Occupancy, furniture and equipment |
4,088 | 623 | 7 | (6) | 4,718 | |||||||||||
| Data processing and related operations |
3,361 | 684 | — | 4,045 | ||||||||||||
| Taxes, other than income |
576 | 263 | — | 839 | ||||||||||||
| Professional fees |
2,250 | 867 | — | 3,117 | ||||||||||||
| Federal Deposit Insurance Corporation insurance |
1,129 | 149 | — | 1,278 | ||||||||||||
| Foreclosed real estate |
142 | — | — | 142 | ||||||||||||
| Amortization of intangibles |
42 | — | 416 | (8) | 458 | |||||||||||
| Other |
6,168 | 1,200 | — | 7,368 | ||||||||||||
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|||||||||
| Total Other Expenses |
37,529 | 8,258 | 423 | 46,210 | ||||||||||||
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|||||||||
| Income before Income Taxes |
25,650 | 2,144 | 830 | 28,624 | ||||||||||||
| Income tax expense (benefit) |
5,338 | 512 | 176 | (7) | 6,026 | |||||||||||
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| Net Income |
$ | 20,312 | $ | 1,632 | $ | 654 | $ | 22,598 | ||||||||
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| Per Common Share Data: |
||||||||||||||||
| Basic Earnings per Common share |
$ | 2.20 | $ | 0.71 | $ | — | $ | 2.08 | ||||||||
| Diluted Earnings per Common Share |
$ | 2.20 | $ | 0.69 | $ | — | $ | 2.08 | ||||||||
| Weighted-Average basic shares outstanding |
9,212,000 | 2,306,990 | (644,057 | ) (1) | 10,874,933 | |||||||||||
| Weighted-Average diluted shares outstanding |
9,214,000 | 2,365,925 | (702,992 | ) (1) | 10,876,933 | |||||||||||
5 | Page
Unaudited Pro Forma Combined Statements of Income for twelve months ended December 31, 2024
($ In Thousands, Except Per Share Data)
| Norwood Financial Corp. |
PB Bankshares, Inc. |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||
| Interest Income |
||||||||||||||||
| Loans receivable, including fees |
$ | 99,388 | $ | 19,538 | $ | 2,269 | (4) | $ | 121,195 | |||||||
| Securities |
10,424 | 1,184 | (86 | ) (3) | 11,522 | |||||||||||
| Other |
2,768 | 2,769 | (480 | ) (3) | 5,057 | |||||||||||
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|
|||||||||
| Total Interest Income |
112,580 | 23,491 | 1,703 | 137,774 | ||||||||||||
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| Interest Expense |
||||||||||||||||
| Deposits |
42,334 | 10,612 | 82 | (8) | 53,028 | |||||||||||
| Borrowings |
8,055 | 1,785 | 156 | (9) | 9,996 | |||||||||||
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|
|||||||||
| Total Interest Expense |
50,389 | 12,397 | 238 | 63,024 | ||||||||||||
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|
|||||||||
| Net Interest Income |
62,191 | 11,094 | 1,465 | 74,750 | ||||||||||||
| Provision for (release of ) credit losses |
2,673 | 52 | — | 2,725 | ||||||||||||
| Provision for (release of) off balance sheet |
— | (89 | ) | — | (89 | ) | ||||||||||
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| Total provision for (release of) credit losses |
2,673 | (37 | ) | — | 2,636 | |||||||||||
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|||||||||
| Net Interest Income after Provision for (release of) Credit Losses |
59,518 | 11,131 | 1,465 | 72,114 | ||||||||||||
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| Other Income |
||||||||||||||||
| Service charges and fees |
5,959 | 485 | — | 6,444 | ||||||||||||
| Income from fiduciary activities |
943 | — | — | 943 | ||||||||||||
| Net realized (losses) gains on sales of securities |
(19,962 | ) | — | — | (19,962 | ) | ||||||||||
| Loss on equity securities |
— | (8 | ) | — | (8 | ) | ||||||||||
| Gains on sales of loans, net |
195 | — | — | 195 | ||||||||||||
| Net gain on sale of foreclosed real estate owned |
32 | — | — | 32 | ||||||||||||
| Earnings and proceeds on life insurance policies |
1,056 | 218 | — | 1,274 | ||||||||||||
| Other |
626 | 618 | — | 1,244 | ||||||||||||
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|||||||||
| Total Other Income |
(11,151 | ) | 1,313 | — | (9,838 | ) | ||||||||||
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| Other Expenses |
||||||||||||||||
| Salaries and employee benefits |
25,018 | 5,375 | — | 30,393 | ||||||||||||
| Occupancy, furniture and equipment |
5,049 | 671 | 9 | (6) | 5,729 | |||||||||||
| Data processing and related operations |
4,520 | 1,234 | — | 5,754 | ||||||||||||
| Taxes, other than income |
615 | 300 | — | 915 | ||||||||||||
| Professional fees |
2,173 | 853 | — | 3,026 | ||||||||||||
| Federal Deposit Insurance Corporation Insurance |
1,344 | 225 | — | 1,569 | ||||||||||||
| Foreclosed real estate |
54 | — | 54 | |||||||||||||
| Amortization of intangibles |
69 | — | 616 | (7) | 685 | |||||||||||
| Merger and acquisition |
— | — | 6,807 | (11) | 6,807 | |||||||||||
| Other |
9,783 | 1,539 | — | 11,322 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Other Expenses |
48,625 | 10,197 | 7,432 | 66,254 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before Income Taxes |
(258 | ) | 2,247 | (5,967 | ) | (3,978 | ) | |||||||||
| Income tax expense (benefit) |
(98 | ) | 475 | (1,082 | ) (7) | (705 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net Income (Loss) |
$ | (160 | ) | $ | 1,772 | $ | (4,885 | ) | $ | (3,273 | ) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
| Per Common Share Data: |
||||||||||||||||
| Basic Earnings (Loss) per Common share |
$ | (0.02 | ) | $ | 0.77 | — | $ | (0.34 | ) | |||||||
| Diluted Earnings (Loss) per Common Share |
$ | (0.02 | ) | $ | 0.76 | — | $ | (0.34 | ) | |||||||
| Weighted-Average basic shares outstanding |
8,093,000 | 2,314,619 | (651,686 | ) (1) | 9,755,933 | |||||||||||
| Weighted-Average diluted shares outstanding |
8,093,000 | 2,337,513 | (674,580 | ) (1) | 9,755,933 | |||||||||||
6 | Page
Unaudited Pro Forma Per Share Data
For The Nine Months Ended September 30, 2025
($ in Thousands, Except Per Share Data)
| Norwood Financial Corp. |
PB Bankshares, Inc. | Pro Forma Norwood Financial Corp. Combined |
Pro Forma Equivalent PB Bankshares, Inc. Share (A) |
|||||||||||||
| For The Nine Months Ended September 30, 2025: |
||||||||||||||||
| Earnings per share: |
||||||||||||||||
| Net income per share (Basic) |
$ | 2.20 | $ | 0.71 | $ | 2.08 | $ | 1.63 | ||||||||
| Net income per share (Diluted) |
$ | 2.20 | $ | 0.69 | $ | 2.08 | $ | 1.63 | ||||||||
| Book Value per common share as of September 30, 2025 |
$ | 25.37 | $ | 20.12 | $ | 25.26 | $ | 19.83 | ||||||||
Unaudited Pro Forma Per Share Data
For The Twelve Months Ended December 31, 2024
($ in Thousands, Except Per Share Data)
| Norwood Financial Corp. |
PB Bankshares, Inc. | Pro Forma Norwood Financial Corp. Combined |
Pro Forma Equivalent PB Bankshares, Inc. Share (A) |
|||||||||||||
| For The Twelve Months Ended December 31, 2024: |
||||||||||||||||
| Earnings per share |
||||||||||||||||
| Net income (loss) per share (Basic) |
$ | (0.02 | ) | $ | 0.77 | $ | (0.34 | ) | $ | (0.31 | ) | |||||
| Net income (loss) per share (Diluted) |
$ | (0.02 | ) | $ | 0.76 | $ | (0.34 | ) | $ | (0.31 | ) | |||||
| Book Value per common share as of December 31, 2024 |
$ | 23.02 | $ | 19.07 | $ | 23.03 | $ | 17.23 | ||||||||
| (A) | The pro forma equivalent PB Bankshares, Inc. per share amount is calculated by multiplying the pro forma combined per share amount by the exchange ratio of 0.785 in accordance with the merger agreement. |
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
TRANSACTION ACCOUNTING ADJUSTMENTS:
| (1) | In this pro forma analysis and under the terms of the Merger Agreement, the Company has used actual January 5, 2026 purchase price consideration information. In accordance with the Merger Agreement, 80% of PB Bankshares’ common stock were converted into Norwood Financial common stock while the remaining 20% were exchanged for cash. PB Bankshares’ stockholders had the option to elect to receive either 0.7850 shares of Norwood Financial common stock or $19.75 in cash for each common share of PB Bankshares they own. The election was subject to proration to ensure that, in the aggregate, 80% of the transaction consideration were paid in the form of Norwood Financial common stock. This pro forma analysis assumes a Norwood Financial common stock price of $28.00 as of January 2, 2026 (the close of business prior to the closing date of January 5, 2026). |
In this pro forma analysis per the Merger Agreement, each option to acquire shares of PB Bankshares Common Stock that is outstanding and unexercised shall automatically become vested and shall be converted into the right to receive from Norwood Financial a cash payment in an amount, less required withholding taxes, equal to the product of (i) the number of shares of PB Bankshares Common Stock subject to the PB Bankshares Stock Option, multiplied by (ii) the amount by which the Cash Consideration (the “Option Payment Amount”) exceeds the exercise price of such PB Bankshares Stock Option. If the exercise price of a PB Bankshares Stock Option is greater than the Option Payment Amount, then at the Effective Time of the Merger, such PB Bankshares Stock Option shall be cancelled without any payment made in exchange.
7 | Page
The total estimated purchase price for the purpose of this pro forma financial information is $58.3 million. The adjustment for shares outstanding, basic, and diluted weighted average common shares outstanding is an amount to adjust the shares to equal the new common shares issued for the transaction. The following is a summary of the fair value of assets acquired and liabilities assumed resulting in goodwill. Goodwill is created when the purchase price consideration exceeds the fair value of the net assets acquired or a bargain purchase gain results when the current fair value of the net assets acquired exceeds the purchase price consideration. For purposes of this analysis as of September 30, 2025, goodwill of $13.0 million results from the transaction; however, the final purchase accounting analysis will be performed as of the merger date and amounts therein are subject to change based on operations subsequent to September 30, 2025, as additional information becomes available and as additional analyses are performed.
| (dollars in thousands, except per share data) | ||||
| Purchase Price Consideration for Common Stock |
||||
| Norwood Financial Corp. common shares to be issued |
1,662,933 | |||
| Fair value assigned to Norwood Financial Corp. common stock (the close of business prior to the closing date of January 5, 2026) |
$ | 28.00 | ||
|
|
|
|||
| Purchase price consideration for common stock |
$ | 46,562 | ||
|
|
|
|||
| Purchase Price Cash Consideration for Common Stock |
||||
|
|
|
|||
| Purchase price consideration for cash |
$ | 10,460 | ||
| Cash in lieu of fractional shares |
$ | 4 | ||
| Purchase Price Consideration - Cash Out of Stock Options |
||||
|
|
|
|||
| Purchase price consideration - cash out of stock options |
$ | 1,264 | ||
|
|
|
|||
| Total cash consideration |
$ | 11,728 | ||
|
|
|
|||
| Total purchase price consideration |
$ | 58,290 | ||
|
|
|
|||
| (dollars in thousands) | PB Bankshares, Inc. Book Value 9/30/2025 |
Fair Value Adjustments |
PB Bankshares, Inc. Fair Value 9/30/2025 |
|||||||||
| Tota purchase price consideration |
$ | 58,290 | ||||||||||
| Recognized amounts of identifiable assets acquired and liabilities assumed |
||||||||||||
| Cash and cash equivalents |
$ | 49,893 | $ | — | $ | 49,893 | ||||||
| Federal funds sold |
5,387 | — | 5,387 | |||||||||
| Securities, available for sale |
31,039 | — | (3) | 31,039 | ||||||||
| Loans gross |
356,557 | (10,016 | ) (4) | 346,541 | ||||||||
| Allowance for credit losses |
(4,509 | ) | 703 | (5) | (3,806 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Loans, net of allowance |
352,048 | (9,313 | ) | 342,735 | ||||||||
|
|
|
|
|
|
|
|||||||
| Premises and equipment |
2,012 | 372 | (6) | 2,384 | ||||||||
| Core deposit intangibles |
— | 3,386 | (7) | 3,386 | ||||||||
| Deferred tax asset |
1,570 | 1,373 | (8) | 2,943 | ||||||||
| Other assets |
12,890 | — | 12,890 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total identifiable assets acquired |
456,437 | (4,182 | ) | 452,255 | ||||||||
| Deposits |
355,039 | (28 | ) (9) | 355,011 | ||||||||
| Borrowings |
43,591 | (155 | ) (10) | 43,436 | ||||||||
| Other liabilities |
6,453 | 2,042 | (11) | 8,495 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total liabilities assumed |
405,083 | 1,859 | 406,942 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total identifiable net assets |
$ | 51,354 | (6,041 | ) | 45,313 | |||||||
|
|
|
|
|
|
|
|||||||
| Goodwill |
$ | 12,977 | ||||||||||
|
|
|
|||||||||||
The following table summarizes the determination of the purchase price consideration with a sensitivity analysis assuming a 15% increase and 15% decrease in the price per share of Norwood Financial common stock from the January 2, 2026 closing price of $28.00, with its impact on the pro forma goodwill.
8 | Page
| (dollars in thousands except per share data) |
1/2/2026 | 15% Increase | 15% Decrease | |||||||||
| PB Bankshares, Inc. common shares to be exchanged for stock consideration |
2,118,548 | 2,118,548 | 2,118,548 | |||||||||
| Exchange ratio |
0.785 | 0.785 | 0.785 | |||||||||
|
|
|
|
|
|
|
|||||||
| Norwood Financial Corp. shares to be issued |
1,662,933 | 1,663,060 | 1,663,060 | |||||||||
| Fair value assigned to Norwood Financial Corp. common stock (closing stock price as of January 2, 2026) |
$ | 28.00 | $ | 32.20 | $ | 23.80 | ||||||
|
|
|
|
|
|
|
|||||||
| Pro forma fair value consideration of common stock |
$ | 46,562 | $ | 53,551 | $ | 39,581 | ||||||
| Cash consideration |
11,728 | 11,728 | 11,728 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total pro forma purchase price consideration |
$ | 58,290 | $ | 65,279 | $ | 51,309 | ||||||
|
|
|
|
|
|
|
|||||||
| Pro forma goodwill |
$ | 12,977 | $ | 19,966 | $ | 5,996 | ||||||
|
|
|
|
|
|
|
|||||||
| (2) | Balance sheet adjustments to reflect the reversal of PB Bankshares’ historical equity accounts to additional paid-in capital (“APIC”) and record the purchase price consideration for common stock. The following tables summarize the transaction accounting adjustments for the equity accounts. |
| Balance Sheet | ||||||||
| 9/30/2025 | ||||||||
| Transaction accounting adjustment for common stock |
||||||||
| Reversal of PB Bankshares common stock |
$ | (24 | ) | |||||
| Number of Norwood Financial Shares issued |
1,662,933 | |||||||
| Par value of Norwood Financial common stock |
$ | 0.10 | ||||||
| Par value of Norwood Financial shares issued for merger |
166 | |||||||
|
|
|
|||||||
| Total transaction accounting adjustment for common stock |
$ | 142 | ||||||
|
|
|
|||||||
| Balance Sheet | ||||||||
| 9/30/2025 | ||||||||
| Transaction accounting adjustment for APIC |
||||||||
| Reversal of PB Bankshares common stock to APIC |
$ | 24 | ||||||
| Reversal of PB Bankshares retained earnings to APIC |
29,962 | |||||||
| Reversal of PB Bankshares accumulated other comprehensive loss to APIC |
340 | |||||||
| Reversal of PB Bankshares unearned common stock held by ESOP |
(2,318 | ) | ||||||
| Purchase Price Consideration for Common Stock |
||||||||
| Norwood Financial Corp. common shares to be issued |
1,662,933 | |||||||
| Fair value assigned to Norwood Financial Corp. common stock (closing stock price as of January 2, 2026) |
$ | 28.00 | ||||||
| Purchase price consideration for common stock |
$ | 46,562 | ||||||
| Par value of Norwood Financial shares issued for merger at $0.10 per share |
$ | 0.10 | ||||||
| Less: par value of Norwood Financial common stock |
166 | |||||||
|
|
|
|||||||
| APIC adjustment for Norwood Financial shares issued |
46,396 | |||||||
| Less: PB Bankshares common equity |
(51,354 | ) | ||||||
|
|
|
|||||||
| Net adjustment to APIC for stock consideration |
(4,958 | ) | ||||||
|
|
|
|||||||
| Total transaction accounting adjustment for APIC |
$ | 23,050 | ||||||
|
|
|
|||||||
| Balance Sheet | ||||
| 9/30/2025 | ||||
| Transaction accounting adjustment for unearned ESOP shares |
||||
| Reversal of unearned ESOP shares |
$ | 2,318 | ||
|
|
|
|||
| Total transaction accounting adjustment for unearned ESOP shares |
$ | 2,318 | ||
|
|
|
|||
9 | Page
| Balance Sheet | ||||
| 9/30/2025 | ||||
| Transaction accounting adjustment for retained earnings |
||||
| Reversal of PB Bankshares retained earnings |
$ | (29,962 | ) | |
| Acquisition activity - Norwood Financial merger costs |
(5,549 | ) | ||
|
|
|
|||
| Total transaction accounting adjustment for retained earnings |
$ | (35,511 | ) | |
|
|
|
|||
| Balance Sheet | ||||
| 9/30/2025 | ||||
| Transaction accounting adjustment for accumulated other comprehensive loss |
||||
| Reversal of PB Bankshares accumulated other comprehensive loss |
$ | (340 | ) | |
|
|
|
|||
| Total transaction accounting adjustment for accumulated other comprehensive loss |
$ | (340 | ) | |
|
|
|
|||
| (3) | Cash and cash equivalents balance sheet adjustment reflect the payment of the cash portion of the purchase price of $11.7 million and related statements of income adjustment to reflect the cost of the cash purchase price, assuming an effective fund funds rate of 4.09% as of September 30, 2025. |
| Balance Sheet | Statements of Income | |||||||||||
| Nine Months Ended | Twelve Months Ended |
|||||||||||
| September 30, 2025 | September 30, 2025 | December 31, 2024 | ||||||||||
| Interest-bearing deposits with banks |
||||||||||||
| Payment of cash consideration |
$ | (10,460 | ) | $ | (278 | ) | $ | (480 | ) | |||
| Payment for cash in lieu of fractional shares |
(4 | ) | — | — | ||||||||
| Cash payout of stock options |
(1,264 | ) | — | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total adjustments for interest-bearing deposits with banks |
$ | (11,728 | ) | $ | (278 | ) | $ | (480 | ) | |||
|
|
|
|
|
|
|
|||||||
Securities available-for-sale were recorded at fair value at September 30, 2025; therefore, no balance sheet adjustment is necessary. Adjustment to statements of income includes prospective reclassification of existing available-for-sale securities fair value adjustment of $431 thousand to an amortizing premium which will be amortized into income based on the expected life of securities.
| Balance Sheet | Statements of Income | |||||||||||
| Nine Months Ended | Twelve Months Ended |
|||||||||||
| September 30, 2025 | September 30, 2025 | December 31, 2024 | ||||||||||
| Securities available for sale |
||||||||||||
| Securities available for sale fair value adjustment |
$ | — | $ | (65 | ) | $ | (86 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Total securities available for sale |
$ | — | $ | (65 | ) | $ | (86 | ) | ||||
|
|
|
|
|
|
|
|||||||
| (4) | Balance sheet adjustment to reflect the fair value discount for acquired purchased credit deteriorated (“PCD”) loans and Purchased Seasoned Loans (“PSL”) of $14.4 million and other loan adjustments. The accruing loan fair value adjustments will be substantially recognized over the expected life of the loans. Balance sheet and statements of income interest rate adjustment to reflect the reversal of existing deferred net loan fees. |
In November, the FASB released ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans, introducing significant changes to the Current Expected Credit Loss (CECL) standard. This update aims to enhance comparability and consistency in acquisition reporting.
The Company elected to early adopted ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans and used the gross up approach to record the allowance for credit losses for Purchase Seasoned Loans.
10 | Page
Balance sheet adjustment of $3.5 million for PSL and $313 thousand for PCD loans for the allowance for credit losses.
| Balance Sheet | Statements of Income | |||||||||||
| Nine Months Ended | Twelve Months Ended |
|||||||||||
| September 30, 2025 | September 30, 2025 | December 31, 2024 | ||||||||||
| Fair value adjustments on loans acquired |
||||||||||||
| PSL fair value |
$ | (12,096 | ) | $ | 1,503 | $ | 2,157 | |||||
| PCD loans fair value |
(1,246 | ) | 163 | 237 | ||||||||
| PCD Non-accruing loans fair value |
(1,047 | ) | — | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total fair value adjustments for loans |
(14,389 | ) | 1,666 | 2,394 | ||||||||
|
|
|
|
|
|
|
|||||||
| Gross up of acquired loans for allowance for credit losses |
||||||||||||
| PSL allowance for credit losses |
3,493 | — | — | |||||||||
| PCD loan allowance for credit losses |
313 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total gross up for acquired loans for allowance for credit losses |
3,806 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total loan fair value adjustments |
(10,583 | ) | 1,666 | 2,394 | ||||||||
| Reversal of deferred loan fees, net |
567 | (96 | ) | (125 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| $ | (10,016 | ) | $ | 1,570 | $ | 2,269 | ||||||
|
|
|
|
|
|
|
|||||||
| (5) | Balance sheet adjustment for the reversal of PB Bankshares’ existing allowance for loan losses of $4.5 million. Balance sheet adjustment of $3.5 million for PSL and $313 thousand for PCD loans for the allowance for credit losses. |
| Balance Sheet | Statements of Income | |||||||||||
| September 30, 2025 | Nine Months Ended September 30, 2025 |
Twelve Months Ended December 31, 2024 |
||||||||||
| Allowance for credit losses |
||||||||||||
| Reversal of existing allowance for credit losses |
$ | 4,509 | $ | — | $ | — | ||||||
| Allowance for credit losses for PSL |
(3,493 | ) | — | — | ||||||||
| Allowance for credit losses for PCD loans |
(313 | ) | — | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total adjustments to allowance for credit losses |
$ | 703 | $ | — | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
| (6) | Balance sheet and statements of income adjustment to reflect the fair value of buildings and land and the related amortization adjustment based on an expected life of 40 years. |
| Balance Sheet | Statements of Income | |||||||||||
| September 30, 2025 | Nine Months Ended September 30, 2025 |
Twelve Months Ended December 31, 2024 |
||||||||||
| Premises and equipment, net |
||||||||||||
| Owned premise fair value |
$ | 372 | $ | 7 | $ | 9 | ||||||
|
|
|
|
|
|
|
|||||||
| Total adjustments for premises and equipment, net |
$ | 372 | $ | 7 | $ | 9 | ||||||
|
|
|
|
|
|
|
|||||||
| (7) | Balance sheet adjustment to reflect the net deferred tax asset, at a statutory rate of 21.0%, related to fair value adjustments and tax benefits related to one-time merger charges and related statements of income adjustments to pro forma adjustments using a statutory tax rate of 21.00% for book income tax expense. |
11 | Page
| Balance Sheet | Statements of Income | |||||||||||
| September 30, 2025 | Nine Months Ended September 30, 2025 |
Twelve Months Ended December 31, 2024 |
||||||||||
| Tax impact |
||||||||||||
| Fair value adjustments |
$ | 1,373 | $ | 176 | $ | 176 | ||||||
| Buyer accrual for one-time merger related charges |
1,258 | — | (1,258 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Total tax impact transaction accounting adjustments |
$ | 2,631 | $ | 176 | $ | (1,082 | ) | |||||
|
|
|
|
|
|
|
|||||||
| (8) | Balance sheet adjustment to reflect the creation of a new core deposit intangible fair value of $3.4 million for acquired core deposit intangible assets. The related statements of income amortization adjustments based upon an expected life of 10 years using sum of the year’s digits method. |
| Balance Sheet | Statements of Income | |||||||||||
| September 30, 2025 | Nine Months Ended September 30, 2025 |
Twelve Months Ended December 31, 2024 |
||||||||||
| Core deposit intangible asset |
||||||||||||
| Core deposit intangible asset |
$ | 3,386 | $ | 416 | $ | 616 | ||||||
|
|
|
|
|
|
|
|||||||
| Total core deposit intangible asset |
$ | 3,386 | $ | 416 | $ | 616 | ||||||
|
|
|
|
|
|
|
|||||||
| (9) | Balance sheet and statements of income adjustment related to the fair value of interest-bearing time deposits and corresponding statements of income adjustments related to the amortization of discount on interest-bearing time deposits based on the expected life of interest-bearing time deposits. |
| Balance Sheet | Statements of Income | |||||||||||
| September 30, 2025 | Nine Months Ended September 30, 2025 |
Twelve Months Ended December 31, 2024 |
||||||||||
| Certificates of deposit |
||||||||||||
| Certificates of deposit fair value adjustment |
$ | (28 | ) | $ | (23 | ) | $ | 82 | ||||
|
|
|
|
|
|
|
|||||||
| Total adjustments for certificates of deposits |
$ | (28 | ) | $ | (23 | ) | $ | 82 | ||||
|
|
|
|
|
|
|
|||||||
| (10) | Balance sheet and statements of income adjustment related to the fair value of borrowings and statements of income adjustments related to the amortization of discount based on the expected life of the borrowings. |
| Balance Sheet | Statements of Income | |||||||||||
| September 30, 2025 | Nine Months Ended September 30, 2025 |
Twelve Months Ended December 31, 2024 |
||||||||||
| Borrowings |
||||||||||||
| Borrowings fair value adjustment |
$ | (155 | ) | $ | (3 | ) | $ | 156 | ||||
|
|
|
|
|
|
|
|||||||
| Total adjustments for borrowings |
$ | (155 | ) | $ | (3 | ) | $ | 156 | ||||
|
|
|
|
|
|
|
|||||||
| (11) | Balance sheet adjustment to reflect the unaccrued one-time merger-related charges for Norwood Financial and PB Bankshares: (a) PB Bankshares pre-tax charges are estimated at $2.0 million ($1.7 million after-tax) and are included as a pro forma fair value liability accrual, and (b) Norwood Financial pre-tax charges are estimated at $6.8 million ($5.5 million after-tax) and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings The pro forma statements of income includes an accrual for unaccrued one-time merger related charges of $6.8 million for Norwood Financial. It is noted that a tax benefit was not taken for certain merger obligations and costs that were not considered to be tax deductible. |
12 | Page
| Balance Sheet | Statements of Income | |||||||||||
| September 30, 2025 | Nine Months Ended September 30, 2025 |
Twelve Months Ended December 31, 2024 |
||||||||||
| Other Liabilities |
||||||||||||
| Norwood Financial Corp. accrual for one-time merger related charges |
$ | 6,807 | $ | — | $ | 6,807 | ||||||
| PB Bankshares, Inc. accrual for one-time merger related charges |
2,042 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total other liabilities adjustments |
$ | 8,849 | $ | — | $ | 6,807 | ||||||
|
|
|
|
|
|
|
|||||||
13 | Page