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) September 2, 2022
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> <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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7 - Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 2, 2022, Norwood Financial Corp (the “Company”) issued a press release announcing that its wholly-owned bank subsidiary, Wayne Bank, was recently ranked as one of the top 100 performing banks in the country. 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) The following exhibits are furnished with this report.
| Number | Description |
|---|---|
| 99.1 | Press Release, dated September 2, 2022. |
| 104 | The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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: September 2, 2022 | By: | /s/ William S. Lance |
| William S. Lance | ||
| Executive Vice President and Chief Financial Officer | ||
| (Duly Authorized Representative) |
EX-99.1
Exhibit 99.1
For Immediate Release
Contact: Kristen E. Lancia, CFMP, Assistant Vice President
Email: kristen.lancia@waynebank.com
Phone: (570) 253-8594
Wayne Bank Ranks in Top 100 Performing Banks in U.S.
Honesdale, Pennsylvania – September 2, 2022
Wayne Bank, a subsidiary of Norwood Financial Corp (Nasdaq Global Market – NWFL), was recently ranked as one of the top 100 performing banks in the country by Bank Director magazine.
Coming in at number seventy-one, Wayne Bank was evaluated on its profitability, capital adequacy, asset quality, and total shareholder return within the $1 Billion to $5 Billion asset size level.
President and Chief Executive Officer of Wayne Bank, James O. Donnelly, commented, “It is an honor to be included in this prestigious list of financial institutions. As a 150-year old community bank, Wayne Bank is committed to creating shareholder value by investing in our employees, customers, and communities, and we will continue to operate with that philosophy as we grow.”
Bank Director has analyzed the best in banking through its RankingBanking reports, since 2017. For the 2022 study, they identified the best U.S. banks: those that balance growth and profitability, deliver long-term shareholder value, and execute their goals in a safe and sound manner. They also examined factors that drive performance including growth, leadership, board oversight, and technological innovation.
Wayne Bank is a subsidiary of Norwood Financial Corp, Member FDIC, and is located in Honesdale, Pennsylvania. The Bank has twenty-nine Community Offices serving Wayne, Pike, Monroe, Lackawanna, and Luzerne Counties in Pennsylvania, along with Delaware, Sullivan, Otsego, Ontario, and Yates Counties in New York State, including those offices operating under the Bank of Cooperstown and Bank of the Finger Lakes brands.
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