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) November 15, 2021

NORWOOD FINANCIAL CORP

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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

On November 15, 2021, Norwood Financial Corp (the “Company”) issued a press release to announce that Lewis J. Critelli, President and Chief Executive Officer of the Company, and its wholly owned subsidiary, Wayne Bank (“Bank”), has notified the boards of directors of the Company and the Bank that he intends to retire as the President and Chief Executive Officer during the first half of 2022, subject to the successful completion of a search process for a successor. Mr. Critelli has served as the president and chief executive officer of both the Company and the Bank since 2010. Mr. Critelli intends to continue serving as a director of the Company and the Bank following his retirement as an executive officer, with his current term as a director of the Company ending in 2024. The Company’s board of directors is currently undertaking a process to choose the next president and chief executive officer for the Company and the Bank and has an engaged Kaplan Partners, an executive search firm to assist in this matter. The Board will consider both internal and external candidates for the position. With the assistance of Mr. Critelli, the Company’s board of directors anticipates a smooth transition to be completed by June 30, 2022.

Mr. Critelli’s announcement of his intention to retire in 2022 is due to personal reasons and is not the result of any disagreement with the Company or the Bank.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d)     Exhibits:

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.

EX-99.1

Exhibit 99.1

NORWOOD FINANCIAL CORP ANNOUNCES PLANNED RETIREMENT OF

PRESIDENT AND CHIEF EXECUTIVE OFFICER LEWIS J. CRITELLI

FOR IMMEDIATE RELEASE

November 15,2021—Honesdale, Pennsylvania

On November 15, 2021, Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (the “Company”) (NASDAQ Global Market: NWFL), and its wholly owned subsidiary, Wayne Bank (“Bank”), announced his plans to retire as the President and Chief Executive Officer of the Company and the Bank during the first half of 2022, subject to the successful completion of a search process for a successor. Mr. Critelli joined the Bank in 1995 as Chief Financial Officer and has served as the President and Chief Executive Officer for both the Company and the Bank since 2010. Under his leadership, the Company had three successful acquisitions and expanded into new markets in Pennsylvania and Upstate New York. The Company’s total assets increased from $529 million to over $2 billion as of September 30, 2021.

Mr. Critelli intends to continue serving as a director of the Company and the Bank following his retirement as an executive officer, with his current term as a director of the Company ending in 2024. The Company’s Board of Directors is currently undertaking a process to choose the next President and Chief Executive Officer for the Company and the Bank and has engaged Kaplan Partners, an executive search firm to assist in this matter. The Board will consider both internal and external candidates for the position. With the assistance of Mr. Critelli, the Company’s Board of Directors anticipates a smooth transition to be completed by June 30, 2022.

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

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in federal and state laws, changes in interest rates, the risks and uncertainty posed by, and the effect and impact of, the COVID-19 pandemic on the economy and the Company’s results of operation and financial condition, the ability to control costs and expenses, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contact: William S. Lance

Executive Vice President &

Chief Financial Officer

NORWOOD FINANCIAL CORP

570-253-8505

www.waynebank.com