Norwood Financial Corp 8-K, filed Mar 30, 2021
Norwood Financial Corp (NWFL)
About this 8-K
Norwood Financial Corp filed this 8-K on March 30, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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NORWOOD FINANCIAL CORP
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
On March 30, 2021, Norwood Financial Corp (the “Company”) announced that its Board of Directors had authorized and approved a share repurchase program for up to approximately 5% of the Company’s outstanding shares of common stock, or approximately 400,000 shares, in the open market, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common stock in accordance with the terms of the plan. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its share repurchase program.
The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to any Rule 10b5-1 trading plans. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the NASDAQ Global Market; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward looking statements or information, including those contained in this report.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished with this report.
| Number | Description | |
| 99.1 | Press Release, dated March 30, 2021. | |
| 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: March 30, 2021 | By: | /s/ Lewis J. Critelli | ||||
| Lewis J. Critelli | ||||||
| President and Chief Executive Officer | ||||||
| (Duly Authorized Representative) | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Norwood Financial Corp Announces Stock Repurchase Program
HONESDALE, PA (March 30, 2021)–Norwood Financial Corp (the “Company”) (NASDAQ Global Market NWFL) today announced the initiation of a stock repurchase program under which the Company may repurchase up to 5% of the Company’s outstanding shares of common stock, or approximately 400,000 shares, in the open market, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by management. The repurchase program may be suspended or discontinued at any time. Lewis J. Critelli, President and Chief Executive Officer of the Company, stated that “we believe, at appropriate levels, the repurchase of shares of our common stock is a proper use of our capital. Our repurchase program could potentially enhance shareholder value in the Company by increasing return on equity and net income per share.” The Company expects to appoint Boenning & Scattergood, Inc. as its independent repurchasing agent to repurchase shares of its common stock on its behalf.
Norwood Financial Corp, through its subsidiary, Wayne Bank operates fourteen offices in Northeastern Pennsylvania and sixteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. As of December 31, 2020, the Company had total assets of $1.852 billion, loans outstanding of $1.411 billion, total deposits of $1.535 billion and total stockholders’ equity of $194.8 million. The Company’s stock is traded on the Nasdaq Global Market under the symbol “NWFL”.
Forward-Looking Statements. This material contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to any Rule 10b5-1 trading plans. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the NASDAQ Global Market; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward looking statements or information, including those contained in this material, and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
CONTACT: William S. Lance
Executive Vice President and Chief Financial Officer
NORWOOD FINANCIAL CORP
(570) 253-8505
www.waynebank.com
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