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) April 25, 2023

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
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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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 (§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 7.01	Regulation FD Disclosure.

On April 25, 2023, Norwood Financial Corp (the “Company”) will utilize a slide presentation at its 2023 Annual Meeting of Stockholders.

A copy of the slide presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included in this Current Report pursuant to this Item 7.01 is being furnished to, and not filed with, the Securities and Exchange Commission.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

Item 9.01.	Financial Statements and Exhibits.

(d)      Exhibits:

The following exhibits are being furnished with this report.

No.	Description
99.1	Norwood Financial Corp Annual Meeting Presentation dated April 25, 2023.
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: April 25, 2023	By:	/s/ William S. Lance
		William S. Lance<br> <br>Executive Vice President and Chief Financial Officer<br> <br>(Duly Authorized Representative)

EX-99.1

Exhibit 99.1

ANNUAL STOCKHOLDERS’ MEETING APRIL 25, 2023

DISCUSSION 2022 Results First Quarter 2023 Moving Forward

The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties and actual results could differ materially, and therefore, you should not place undue reliance on any forward-looking statements. Norwood Financial Corp does not undertake and specifically disclaims any obligation to publically 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.

summry

â–ª Loan Portfolio Growth of $119 million â–ª Redeployment of Low-Earning Overnight Liquidity into Higher Earning Loans â–ª Positive Effects of Rising Interest Rates

EARNINGS GROWTH

EARNINGS PER SHARE

PERFORMANCE RATIOS

PERFORMANCE RATIOS RETURN ON EQUITY

DIVIDENDS PER SHARE

CASH DIVIDENDS PAYOUT RATIO

TOTAL ASSETS

â–ª Total Assets Decreased $21 million to $2.0 billion  Economic Stimulus Fund Runoff PPP Loans Paid Off â–ª Total Loan Increased $119 million in 2022  $90 million Increase in Retail Loans $29 million Increase in Commercial Loans â–ª Deposits Decreased $29 million  Economic Stimulus

NON-PERFORMING ASSETS

ALLOWANCE FOR LOAN LOSSES

COVERAGE RATIO

â–ª Yield on Interest-Earning Assets Increased 9 Basis Points to 3.90% â–ª Cost of Interest-Bearing Liabilities Increased 10 Basis Points to 0.52%

NET INTEREST MARGIN

NET INTEREST MARGIN COMPARISON

OPERATING EXPENSES

EFFICIENCY RATIO

EFFECTIVE SPENDING

CAPITAL AT YEAR END

SHARE REPURCHASE PROGRAM â–ª In 2021, Program Announced to Buy Back up to 5% of Outstanding Shares â–ª In 2022, Over 94,000 Shares of Stock were Repurchased.

â–ª RECAP 2022    Record Earnings â–ª ROA = 1.43% â–ª ROE = 16.11% â–ª Grew Loans By 8.8% â–ª Increased Cash Dividend by 3.6% in Q4 â–ª Maintained Strong Credit Quality Metrics â–ª Managed Most Significant Increase in Interest Rates by Fed in Over 40 Years

OPTIMISMS FUTURE UPPORTUNITIES

LOOKING FORWARD

â–ª Earnings of $5,782,000 â–ª EPS of $0.71 â–ª ROA = 1.13% â–ª ROAE = 13.61%

â–ª Total Assets of $2.104 billion â–ª Total Loans of $1.536 billion â–ª Total Deposits of $1.756 billion â–ª Stockholder’s Equity of $176.4 million

Net Interest Income: $16.1 million Net Interest Spread: 2.83% Other Income: $1.9 million Operating Expenses: $10.4 million

â–ª 16.7% Annual Loan Increase â–ª 6.6% Annual Deposit Increase â–ª Well-Capitalized

POSITIVE CHANGE AND PROGRESS

PENN YAN COMMUNITY OFFICE EXPANSION & RELOCATION

RANKED ONE OF THE TOP 100 PERFORMING BANKS IN THE COUNTRY Profitability Capital Adequacy Asset Quality Shareholder Return

FOCUS ON TECHNOLOGY Easily Access Your Debit Card 24/7 From Your Mobile Device Instant Alerts, Turn Card Off if Lost or Stolen, and Create Travel Plan Notifications Used by Over 5,000 Customers

FOCUS ON TECHNOLOGY Over 46,000 Mobile Banking Users Over 7,500 Mobile Deposit Capture Users

FRAUD PREVENTION, EDUCATION, & AWARNESS

HELPING THE COMMUNITY GROW â– 1,237 Retail Loans just under $100 million

BUSINESS DEVELOPMENT IN PENNSYLVANIA

BUSINESS DEVELOPMENT IN NEW YORK

OUR MISSION Build Lasting Relationships with Customers Help Local Businesses Grow and Thrive Reinvest in Communities we Serve Expand into New Markets Reward Shareholders

Thank you