8-K
NORWOOD FINANCIAL CORP (NWFL)
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 12, 2026
NORWOOD FINANCIAL CORP
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-28364 | 23-2828306 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br> <br>symbol(s) | Name of each exchange<br>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 12, 2026, Norwood Financial Corp issued a press release announcing that it will release its fourth quarter 2025 financial results on January 22, 2026, and will host a webcast and conference call that same day to discuss the financial results. 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) | Exhibits: |
| --- | --- |
The following exhibits are being furnished with this report.
| No. | Description |
|---|---|
| 99.1 | Press Release dated January 12, 2026. |
| 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 12, 2026 | By: | /s/ John M. McCaffery |
| John M. McCaffery<br> <br>Executive Vice President and Chief<br>Financial Officer<br> <br>(Duly Authorized Representative) |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Norwood Financial Corp Announces Timing of Fourth Quarter 2025 Earnings Release and Conference Call
Honesdale, Pennsylvania – January **12, 2026—**Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, will release its fourth quarter 2025 financial results before market opens on Thursday, January 22, 2026. On the same day, the Company will host a webcast and conference call at 9:00 a.m. ET to discuss the financial results.
To participate in the live call, you may register and connect via webcast using this link:
https://register-conf.media-server.com/register/BId8cb7a4a39794e3d8ff337212d6f4fac . Upon registering, dial-in info and a unique pin to join the call will be provided, as well as an email confirmation with details.
A slide presentation will simultaneously be available for download on the Investor Relations website at ir.wayne.bank. A replay of the event, as well as a transcript, can be accessed after the call at the above link.
About Norwood Financial Corp
Norwood Financial Corp is the parent company of Wayne Bank, which operates from nineteen offices throughout Northeastern and South-Central Pennsylvania and fourteen offices in Upstate New York. The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.
Contact: John M. McCaffery
Executive Vice President &
Chief Financial Officer
NORWOOD FINANCIAL CORP
272-304-3003
www.waynebank.com