Form 8-K

8-K — NORWOOD FINANCIAL CORP

Accession: 0001013272-26-000012

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001013272

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — nwfl-20260722x8k.htm (Primary)

EX-99.1 (nwfl-20260722xex99_1.htm)

EX-99.2 (nwfl-20260722xex99_2.htm)

GRAPHIC (nwfl-20260722xex99_1g001.jpg)

GRAPHIC (nwfl-20260722xex99_2g001.jpg)

GRAPHIC (nwfl-20260722xex99_2g002.jpg)

GRAPHIC (nwfl-20260722xex99_2g003.jpg)

GRAPHIC (nwfl-20260722xex99_2g004.jpg)

GRAPHIC (nwfl-20260722xex99_2g005.jpg)

GRAPHIC (nwfl-20260722xex99_2g006.jpg)

GRAPHIC (nwfl-20260722xex99_2g007.jpg)

GRAPHIC (nwfl-20260722xex99_2g008.jpg)

GRAPHIC (nwfl-20260722xex99_2g009.jpg)

GRAPHIC (nwfl-20260722xex99_2g010.jpg)

GRAPHIC (nwfl-20260722xex99_2g011.jpg)

GRAPHIC (nwfl-20260722xex99_2g012.jpg)

GRAPHIC (nwfl-20260722xex99_2g013.jpg)

GRAPHIC (nwfl-20260722xex99_2g014.jpg)

GRAPHIC (nwfl-20260722xex99_2g015.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: nwfl-20260722x8k.htm · Sequence: 1

nwfl-20260722x8k

false000101327200010132722026-07-222026-07-22

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): July 22, 2026

_____________________________

NORWOOD FINANCIAL CORP

(Exact Name of Registrant as Specified in its Charter)

________________

Pennsylvania

0-28364

23-2828306

(State or Other Jurisdiction

‎of Incorporation)

(Commission File Number)

(I.R.S. Employer

‎Identification Number)

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 (see General Instruction A.2. below):

☐

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 class

Trading

‎symbol

Name of exchange on

‎which registered

Common Stock, $0.10 par value

NWFL

The Nasdaq Stock Market

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. ☐

‎

Item 2.02 Results of Operations and Financial Condition

On July 22, 2026, Norwood Financial Corp (the “Company”), the holding company for Wayne Bank, issued a press release in which it announced its earnings for the quarter ended June 30, 2026.

A copy of the press release announcing the results is included as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 7.01Regulation FD Disclosure

On July 22, 2026, the Company will host a call with respect to earnings for the quarter ended June 30, 2026 and will use and post an earnings presentation for the quarterly results of operations (the “Earnings Presentation”). The Earnings Presentation is included as Exhibit 99.2 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 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

‎No.

Description

99.1

Press Release dated July 22, 2026.

99.2

Norwood Financial Corp Earnings Presentation for the Quarter Ended June 30, 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: July 22, 2026

By:

/s/ John M. McCaffery

John M. McCaffery

Executive Vice President and Chief Executive Officer

EX-99.1

Filename: nwfl-20260722xex99_1.htm · Sequence: 2

Exhibit 991

FOR IMMEDIATE RELEASE

Norwood Financial Corp announces Second Quarter Financial Results

Quarterly Highlights:

Record net income of $9.3 million.

Record net interest income of $26.8 million.

Diluted earnings per share of $0.86.

Total assets of $2.908 billion.

Tangible book value per share increased to $22.96, surpassing the pre-acquisition value of $22.90.

Successfully completed Presence Bancshares integration, including core system conversion and brand convergence.

Honesdale, Pennsylvania – July 18, 2026 - Norwood Financial Corp (the “Company”) (Nasdaq Global Market-NWFL), the holding company of Wayne Bank, announced results for the second quarter and six months ended June 30, 2026.

Jim Donnelly, President and Chief Executive Officer, stated, “We are pleased to announce strong second quarter results, highlighted by record net interest income, improved profitability, and continued progress following the integration of Presence Bancshares. Net interest margin expanded on both a year-over-year and linked-quarter basis, reflecting disciplined balance sheet management and the benefit of our larger franchise. We remain focused on credit quality, expense management, and long-term value creation for our shareholders as our teams continue to execute.”

(dollars in thousands, except per share data)

Year-Over Year

Linked Quarter

Year-to-Date

3 Months Ended

6 Months Ended

Jun-26

Jun-25

Change

Mar-26

Change

Jun-26

Jun-25

Change

Net interest income

$26,839

$19,065

$7,774

$24,554

$2,285

$51,393

$36,923

$14,470

Net interest spread (fte) 1

3.27%

2.75%

52 bps

3.04%

23 bps

3.16%

2.68%

48 bps

Net interest margin (fte) 1

3.90%

3.43%

47 bps

3.68%

22 bps

3.79%

3.37%

42 bps

Pre Provision Net Revenue (PPNR) 1

$13,573

$8,782

$4,791

$6,279

$7,294

$19,852

$16,927

$2,925

Net income

$9,328

$6,205

$3,123

$3,730

$5,598

$13,058

$11,978

$1,080

Diluted earnings per share

$0.86

$0.67

$0.19

$0.35

$0.51

$1.21

$1.30

$(0.09)

Return on average assets

1.28%

1.06%

22 bps

0.53%

75 bps

0.91%

1.03%

(12 bps)

Return on tangible equity

15.04%

12.83%

221 bps

6.04%

900 bps

10.55%

12.62%

(207 bps)

Excluding merger-related expenses and 2026 BOLI Restructuring Fees (see Non-GAAP reconciliations)

(dollars in thousands, except per share data)

Year-Over Year

Linked Quarter

Year-to-Date

3 Months Ended

6 Months Ended

Jun-26

Jun-25

Change

Mar-26

Change

Jun-26

Jun-25

Change

Pre Provision Net Revenue (PPNR)

$13,626

$8,932

$4,694

$11,445

$2,181

$25,071

$8,932

$16,139

Net income

$9,370

$6,324

$3,046

$7,811

$1,559

$17,181

$12,097

$5,085

Diluted earnings per share

$0.86

$0.69

$0.17

$0.72

$0.14

$1.59

$1.31

$0.28

Return on average assets

1.29%

1.08%

21 bps

1.10%

19bps

1.20%

1.04%

16bps

Return on average tangible equity

15.11%

13.08%

203 bps

12.65%

246 bps

13.88%

12.75%

126 bps

Discussion of financial results for the three months ended June 30, 2026 (all comparisons are to second quarter 2025, unless otherwise noted):

Net income was $9.3 million, an increase of $3.1 million from $6.2 million. Diluted earnings per share were $0.86 compared to $0.67.

Net interest income was $26.8 million, an increase of $7.8 million from $19.1 million. On a linked-quarter basis, net interest income increased $2.3 million from $24.6 million.

Net interest margin (fully taxable equivalent) was 3.90% compared to 3.43%. On a linked-quarter basis, NIM increased 22 basis points from 3.68%.

Pre-provision net revenue (PPNR) was $13.6 million, compared to $8.8 million in the prior-year quarter and $6.3 million in the linked quarter.

Total assets were $2.908 billion, compared to $2.365 billion, an increase of 22.9%.

Loans receivable were $2.263 billion compared to $1.791 billion, an increase of 26.4%.

Total deposits were $2.514 billion compared to $1.998 billion, an increase of 25.8%.

Tangible book value per share was $22.96 compared to $21.17 at June 30, 2025, and increased $0.54 on a linked-quarter basis from $22.43.

Allowance for credit losses to total loans was 1.13%. Nonperforming loans to total loans were 1.23% and nonperforming assets to total assets were 0.98%.

Credit Quality

During the second quarter of 2026, the Company recorded net charge-offs of approximately $1.4 million, including a $729 thousand charge-off related to a previously disclosed borrower relationship that filed for Chapter 11 bankruptcy protection during June 2026. The relationship consists of five loans to four borrower entities with aggregate exposure of approximately $22 million to the Bank and is primarily secured by commercial real estate. The Company continues to evaluate the potential loss exposure associated with the relationship, monitor the bankruptcy proceedings, and assess underlying collateral values. Management believes the allowance for credit losses remains appropriate based on information currently available.

About Norwood Financial Corp

Norwood Financial Corp, through its subsidiary, Wayne Bank operates 33 Community Offices serving Wayne, Pike, Monroe, Lackawanna, Luzerne, Chester, Cumberland, and Lancaster Counties in Pennsylvania, along with Delaware, Sullivan, Otsego, Ontario, and Yates Counties in New York. The Company has total assets of $2.9 billion. The Company’s stock is traded on the Nasdaq Global Market under the symbol “NWFL”. For more information, visit wayne.bank.

Forward-Looking Statements

In addition to historical information, this earnings release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which describes the future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “target” and words of similar meaning. Forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report. Those risks and uncertainties include, among other things, changes in federal and state laws, changes in interest rates, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, 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.

Non-GAAP Measures

In addition to presenting information in conformity with accounting principles generally accepted in the United States of America (GAAP), this news release contains financial information determined by methods other than GAAP (non-GAAP). The following measures used in this release, which are commonly utilized by financial institutions, have not been specifically exempted by the Securities and Exchange Commission ("SEC") and may constitute "non-GAAP financial measures" within the meaning of the SEC's rules.

The Company has provided in this news release supplemental disclosures for the calculation of Return on Average Assets, Return on Average Tangible Shareholders’ Equity, Basic Earnings per Share, Diluted Earnings per Share, Tangible Book Value and Pre Provision Net Revenue. Management believes that the non-GAAP financial measures disclosed by the Company from time to time are useful in evaluating the Company’s performance and that such information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Our non-GAAP financial measures may differ from similar measures presented by other companies.

Contact: John M. McCaffery

Executive Vice President &

Chief Financial Officer

NORWOOD FINANCIAL CORP

272-304-3003

www.waynebank.com

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets

(dollars in thousands, except share and per share data)

(unaudited)

June 30

2026

2025

ASSETS

Cash and due from banks

30,902

32,052

Interest-bearing deposits with banks

29,387

20,993

Fed funds sold

Cash and cash equivalents

60,289

53,045

Securities available for sale

438,967

402,460

Loans receivable

2,262,813

1,790,574

Less: Allowance for credit losses

25,632

20,908

Net loans receivable

2,237,181

1,769,666

Regulatory stock, at cost

6,399

7,538

Bank premises and equipment, net

25,262

21,608

Bank owned life insurance

55,404

46,099

Foreclosed real estate owned

771

Accrued interest receivable

10,568

8,642

Deferred tax assets, net

19,979

17,693

Goodwill

36,375

29,266

Other intangible assets

3,153

121

Other assets

13,566

9,212

TOTAL ASSETS

2,907,914

2,365,350

LIABILITIES

Deposits:

Non-interest bearing demand

500,383

406,358

Interest-bearing

2,013,914

1,591,476

Total deposits

2,514,297

1,997,834

Short-term borrowings

26,500

Other borrowings

65,513

85,350

Accrued interest payable

8,668

10,975

Other liabilities

29,796

19,266

TOTAL LIABILITIES

2,618,274

2,139,925

STOCKHOLDERS' EQUITY

Preferred Stock, no par value per share, authorized 5,000,000 shares

Common Stock, $.10 par value per share,

authorized: 20,000,000 shares,

issued: 2026: 11,182,591 shares, 2025: 9,490,505 shares

1,118

949

Surplus

174,337

126,990

Retained earnings

146,685

131,199

Treasury stock, at cost: 2026: 290,841 shares, 2025: 229,983 shares

(7,957)

(6,208)

Accumulated other comprehensive loss

(24,543)

(27,505)

TOTAL STOCKHOLDERS' EQUITY

289,640

225,425

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY

2,907,914

2,365,350

Consolidated Statements of Income

(dollars in thousands, except per share data)

(unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

INTEREST INCOME

Loans receivable, including fees

35,585

27,115

69,458

53,103

Securities

4,495

3,871

8,605

7,742

Other

377

220

777

446

Total Interest income

40,457

31,206

78,840

61,291

INTEREST EXPENSE

Deposits

12,899

10,869

25,686

21,617

Short-term borrowings

211

669

Other borrowings

687

1,061

1,669

2,082

Total Interest expense

13,618

12,141

27,447

24,368

NET INTEREST INCOME

26,839

19,065

51,393

36,923

PROVISION FOR CREDIT LOSSES

1,944

950

3,403

1,807

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

24,895

18,115

47,990

35,116

OTHER INCOME

Service charges and fees

1,666

1,514

3,421

3,027

Income from fiduciary activities

248

226

486

551

Gains on sales of loans, net

131

112

Earnings and proceeds on life insurance policies

326

266

640

552

Other

232

177

564

357

Total other income

2,526

2,248

5,242

4,599

OTHER EXPENSES

Salaries and employee benefits

8,674

6,605

17,223

13,077

Occupancy, furniture and equipment

1,569

1,349

3,294

2,727

Data processing and related operations

1,576

1,189

3,010

2,274

Taxes, other than income

174

192

376

385

Professional fees

596

473

1,422

1,132

FDIC Insurance assessment

428

355

935

761

Foreclosed real estate

137

141

Amortization of intangibles

165

331

Merger

150

4,994

150

Other

2,526

2,066

5,131

3,918

Total other expenses

15,792

12,531

36,783

24,595

INCOME BEFORE TAX EXPENSE

11,629

7,832

16,449

15,120

INCOME TAX EXPENSE

2,301

1,627

3,391

3,142

NET INCOME

9,328

6,205

13,058

11,978

Basic earnings per share

0.86

0.67

1.21

1.30

Diluted earnings per share

0.86

0.67

1.21

1.30

NORWOOD FINANCIAL CORP

NET INTEREST MARGIN ANALYSIS (unaudited)

(dollars in thousands)

For the Quarter Ended

June 30, 2026

March 31, 2026

June 30, 2025

Average

Balance

Interest

Rate

Balance

Interest

Rate

Balance

Interest

Rate

(2)

(1)

(3)

(2)

(1)

(3)

(2)

(1)

(3)

Assets

Interest-earning assets:

Fed funds sold

1,511

3.72

933

4.78

Interest-bearing deposits with banks

43,467

364

3.36

72,896

389

2.16

19,085

220

4.62

Securities available for sale:

Taxable

435,004

4,246

3.92

415,567

3,859

3.77

404,428

3,624

3.59

Tax-exempt (1)

44,269

315

2.85

44,634

318

2.89

44,158

312

2.83

Total securities available for sale (1)

479,273

4,561

3.82

460,201

4,177

3.68

448,586

3,936

3.52

Loans receivable (1) (4) (5)

2,253,991

35,700

6.35

2,195,033

33,999

6.28

1,783,626

27,249

6.13

Total interest-earning assets

2,778,242

40,639

5.87

2,729,063

38,576

5.73

2,251,297

31,405

5.60

Non-interest earning assets:

Cash and due from banks

30,147

30,663

30,323

Allowance for credit losses

(24,556)

(23,391)

(20,733)

Other assets

129,320

131,739

94,922

Total non-interest earning assets

134,911

139,011

104,512

Total Assets

2,913,153

2,868,074

2,355,809

Liabilities and Stockholders' Equity

Interest-bearing liabilities:

Interest-bearing demand and money market

727,580

3,460

1.91

723,966

3,462

1.94

573,904

2,887

2.02

Savings

231,852

200

0.35

218,829

137

0.25

204,318

119

0.23

Time

1,071,210

9,239

3.46

1,040,656

9,188

3.58

821,725

7,863

3.84

Total interest-bearing deposits

2,030,642

12,899

2.55

1,983,451

12,787

2.61

1,599,947

10,869

2.72

Short-term borrowings

3,233

3.97

6,358

3.83

17,757

211

4.77

Other borrowings

67,802

687

4.06

95,152

982

4.19

95,792

1,061

4.44

Total interest-bearing liabilities

2,101,677

13,618

2.60

2,084,961

13,829

2.69

1,713,496

12,141

2.84

Non-interest bearing liabilities:

Demand deposits

486,557

458,126

389,323

Other liabilities

36,585

35,188

29,639

Total non-interest bearing liabilities

523,142

493,314

418,962

Stockholders' equity

288,334

289,799

223,351

Total Liabilities and Stockholders' Equity

2,913,153

2,868,074

2,355,809

Net interest income/spread (tax equivalent basis)

27,021

3.27

24,747

3.04

19,264

2.75

Tax-equivalent basis adjustment

(182)

(193)

(199)

Net interest income

26,839

24,554

19,065

Net interest margin (tax equivalent basis)

3.90

3.68

3.43

(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.

(2) Average balances have been calculated based on daily balances.

(3) Annualized

(4) Loan balances include non-accrual loans and are net of unearned income.

(5) Loan yields include the effect of amortization of deferred fees, net of costs.

NORWOOD FINANCIAL CORP

NET INTEREST MARGIN ANALYSIS (unaudited)

(dollars in thousands)

Year to Date

June 30, 2026

Average

Balance

Interest

Rate

Balance

Interest

Rate

(2)

(1)

(3)

(2)

(1)

(3)

Assets

Interest-earning assets:

Fed funds sold

1,226

4.11

Interest-bearing deposits with banks

58,074

753

2.61

19,939

446

4.51

Securities available for sale:

Taxable

425,350

8,104

3.84

406,416

7,247

3.60

Tax-exempt (1)

44,451

633

2.87

44,199

626

2.86

Total securities available for sale (1)

469,801

8,737

3.75

450,615

7,873

3.52

Loans receivable (1) (4) (5)

2,224,699

69,700

6.32

1,763,710

53,369

6.10

Total interest-earning assets

2,75,800

79,215

5.80

2,234,264

61,688

5.57

Non-interest earning assets:

Cash and due from banks

30,409

29,519

Allowance for credit losses

(23,976)

(20,445)

Other assets

130,526

94,031

Total non-interest earning assets

136,959

103,105

Total Assets

2890,759

2,337,369

Liabilities and Stockholders' Equity

Interest-bearing liabilities:

Interest-bearing demand and money market

725,787

6,922

1.92

560,469

5,688

2.05

Savings

225,380

337

0.30

208,090

261

0.25

Time

1,056,053

18,427

3.52

807,841

15,668

3.91

Total interest-bearing deposits

2,00,220

25,686

2.58

1,576,400

21,617

2.77

Short-term borrowings

4,782

3.88

30,954

669

4.36

Other borrowings

81,395

1,669

4.13

94,676

2,082

4.43

Total interest-bearing liabilities

2,093,397

27,447

2.64

1,702,030

24,368

2.89

Non-interest bearing liabilities:

Demand deposits

472,412

384,958

Other liabilities

35,886

29,594

Total non-interest bearing liabilities

508,297

414,552

Stockholders' equity

289,064

220,787

Total Liabilities and Stockholders' Equity

2,890,759

2,337,369

Net interest income/spread (tax equivalent basis)

51,768

3.16

37,320

2.68

Tax-equivalent basis adjustment

(375)

(397)

Net interest income

51,393

36,923

Net interest margin (tax equivalent basis)

3.79

3.37

(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.

(2) Average balances have been calculated based on daily balances.

(3) Annualized

(4) Loan balances include non-accrual loans and are net of unearned income.

(5) Loan yields include the effect of amortization of deferred fees, net of costs.

NORWOOD FINANCIAL CORP

Financial Highlights (Unaudited)

(dollars in thousands, except per share data)

For the Three Months Ended June 30

2026

2025

Net interest income

26,839

19,065

Net income

9,328

6,205

Net interest spread (fully taxable equivalent)

3.27%

2.75%

Net interest margin (fully taxable equivalent)

3.90%

3.43%

Return on average assets

1.28%

1.06%

Return on average equity

12.98%

11.14%

Return on average tangible equity

15.04%

12.83%

Basic earnings per share

0.86

0.67

Diluted earnings per share

0.86

0.67

For the Six Months Ended June 30

2026

2025

Net interest income

51,393

36,923

Net income

13,058

11,978

Net interest spread (fully taxable equivalent)

3.16%

2.68%

Net interest margin (fully taxable equivalent)

3.79%

3.37%

Return on average assets

0.91%

1.03%

Return on average equity

9.11%

10.94%

Return on average tangible equity

10.55%

12.62%

Basic earnings per share

1.21

1.30

Diluted earnings per share

1.21

1.30

As of June 30

2026

2025

Total assets

2,907,914

2,365,350

Total loans receivable

2,262,813

1,790,574

Allowance for credit losses

25,632

20,908

Total deposits

2514297

1,997,834

Stockholders' equity

289,640

225,425

Trust assets under management

242,164

207,402

Book value per share

26.59

24.34

Tangible book value per share

22.96

21.17

Equity to total assets

9.96%

9.53%

Allowance to total loans receivable

1.13%

1.17%

Nonperforming loans to total loans

1.21%

0.45%

Nonperforming assets to total assets

0.97%

0.34%

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets (unaudited)

(dollars in thousands)

June 30

March 31

December 31

September 30

June 30

2026

2025

ASSETS

Cash and due from banks

30,902

25,480

32,118

50,348

32,052

Interest-bearing deposits with banks

29,387

75,258

12,318

24,382

20,993

Fed funds sold

1,835

Cash and cash equivalents

60,289

102,573

44,436

74,730

53,045

Securities available for sale

438,967

431,204

408,782

403,989

402,460

Loans receivable

2,262,813

2,238,657

1,853,422

1,814,682

1,790,574

Less: Allowance for credit losses

25,632

24,350

19,882

19,911

20,908

Net loans receivable

2,237,181

2,214,307

1,833,540

1,794,771

1,769,666

Regulatory stock, at cost

6,399

7,161

6,623

6,163

7,538

Bank owned life insurance

55,404

55,078

46,089

45,821

46,099

Bank premises and equipment, net

25,262

25,299

22,971

22,292

21,608

Foreclosed real estate owned

771

Goodwill and other intangibles

39,528

39,693

29,364

29,375

29,387

Other assets

44,113

41,168

32,266

34,810

35,547

TOTAL ASSETS

2,907,914

2,917,254

2,424,842

2,411,951

2,365,350

LIABILITIES

Deposits:

Non-interest bearing demand

500,383

470,706

419,597

424,027

406,358

Interest-bearing deposits

2,013,914

2,035,992

1,659,048

1,649,941

1,591,476

Total deposits

2,514,297

2,506,698

2,078,645

2,073,968

1,997,834

Borrowings

65,513

88,268

74,133

72,071

111,850

Other liabilities

38,464

38,350

29,907

31,007

30,241

TOTAL LIABILITIES

2,618,274

2,633,316

2,182,685

2,177,046

2,139,925

STOCKHOLDERS' EQUITY

289,640

283,938

242,157

234,905

225,425

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY

2,907,914

2,917,254

2,424,842

2,411,951

2,365,350

NORWOOD FINANCIAL CORP

Consolidated Statements of Income (unaudited)

(dollars in thousands, except per share data)

June 30

March 31

December 31

September 30

June 30

Three months ended

2026

2025

INTEREST INCOME

Loans receivable, including fees

35,585

33,873

28,666

28,141

27,115

Securities

4,495

4,110

3,906

3,907

3,871

Other

377

400

474

144

220

Total interest income

40,457

38,383

33,046

32,192

31,206

INTEREST EXPENSE

Deposits

12,899

12,787

11,334

10,730

10,869

Borrowings

719

1,042

768

1,004

1,272

Total interest expense

13,618

13,829

12,102

11,734

12,141

NET INTEREST INCOME

26,839

24,554

20,944

20,458

19,065

PROVISION FOR (RELEASE OF) CREDIT LOSSES

1,944

1,459

468

(502)

950

NET INTEREST INCOME AFTER (RELEASE OF) PROVISION

FOR CREDIT LOSSES

24,895

23,095

20,476

20,960

18,115

OTHER INCOME

Service charges and fees

1,666

1,755

1,734

1,660

1,514

Income from fiduciary activities

248

238

228

254

226

Net realized (losses) gains on sales of securities

Gains on sales of loans, net

130

Gains on sales of foreclosed real estate owned

Earnings and proceeds on life insurance policies

326

314

268

266

Other

232

332

198

193

177

Total other income

2,526

2,715

2,511

2,505

2,248

OTHER EXPENSES

Salaries and employee benefits

8,674

8,549

7,155

6,696

6,605

Occupancy, furniture and equipment, net

1,569

1,725

1,390

1,361

2,538

Foreclosed real estate

137

FDIC insurance assessment

428

507

423

368

355

Other

5,090

10,173

4,651

4,508

2,896

Total other expenses

15,792

20,990

13,619

12,934

12,531

INCOME BEFORE TAX (BENEFIT) EXPENSE

11,629

4,820

9,368

10,531

7,832

INCOME TAX (BENEFIT) EXPENSE

2,301

1,090

1,926

2,197

1,627

NET (LOSS) INCOME

9,328

3,730

7,442

8,334

6,205

Basic (loss) earnings per share

0.86

0.35

0.81

0.89

0.67

Diluted (loss) earnings per share

0.86

0.35

0.81

0.89

0.67

Book Value per share

26.59

26.07

26.06

25.36

24.34

Tangible Book Value per share

22.96

22.43

22.90

22.19

21.17

Return on average assets (annualized)

1.28%

0.53%

1.21%

1.40%

1.06%

Return on average equity (annualized)

12.98%

5.22%

12.30%

14.58%

11.14%

Return on average tangible equity (annualized)

15.04%

6.04%

14.01%

16.76%

12.83%

Net interest spread (fte)

3.27%

3.04%

2.93%

2.94%

2.75%

Net interest margin (fte)

3.90%

3.68%

3.60%

3.63%

3.43%

Allowance for credit losses to total loans

1.13%

1.09%

1.07%

1.10%

1.17%

Net charge-offs to average loans (annualized)

0.24%

0.09%

0.13%

0.08%

Nonperforming loans to total loans

1.21%

0.46%

0.34%

0.36%

0.45%

Nonperforming assets to total assets

0.97%

0.38%

0.28%

0.31%

0.34%

Nonperforming loans to total assets

0.94%

0.35%

0.26%

0.27%

0.34%

Loan Loss Reserve/NPAs

91.13%

219.93%

279.62%

270.50%

258.43%

NORWOOD FINANCIAL CORP

Reconciliation of Non-GAAP Results (unaudited)

(dollars in thousands, except per share data)

Net Interest Income FTE

(dollars in thousands)

Three months ended

Six months ended

June 30

2026

2025

2026

2025

Net Interest Income

$26,839

$19,065

$51,393

$36,923

Taxable equivalent basis adjustment using 21% marginal tax rate

182

199

375

397

Net interest income on a fully taxable equivalent basis

$27,021

$19,264

$51,768

$37,320

Average Tangible Equity

(dollars in thousands)

Three months ended

Six months ended

June 30

2026

2025

2026

2025

Average equity

$288,334

$223,351

$289,064

$220,787

Average goodwill and other intangibles

(39,609)

(29,394)

(39,472)

(29,402)

Average tangible equity

$248,725

$193,957

$249,592

$191,385

NORWOOD FINANCIAL CORP

Reconciliation of Non-GAAP Results

(dollars in thousands, except per share data)

Pre Provision Net Revenue

(Dollars in thousands)

Six Months

Three Months

Six Months

Three Months

Ended

June 30,

March 31,

June 30,

2026

2025

Income before tax expense (GAAP)

16,449

11,629

4,820

15,120

7,832

Provision for credit losses

3,403

1,944

1,459

1,807

950

Pre provision net revenue (PPNR) (Non-GAAP)

19,852

13,573

6,279

16,927

8,782

Merger-related expenses

4,994

4,941

150

BOLI restructuring fee

225

PPNR adjusted for one time expenses (Non-GAAP)

25,071

13,626

11,445

17,077

8,932

NORWOOD FINANCIAL CORP

Reconciliation of Non-GAAP Results (unaudited)

(dollars in thousands, except per share data)

Adjusted Return on Average Assets

(Dollars in thousands)

Six Months

Three Months

Six Months

Three Months

Ended

June 30,

March 31,

June 30,

2026

2025

Net income

13,058

9,328

3,730

11,978

6,205

Average assets

2,890,759

2,913,153

2,868,074

2,337,369

2,355,809

Return on average assets (annualized)

0.91

1.28

0.53

1.03

1.06

Net income

13,058

9,328

3,730

11,978

6,205

Merger-related expenses

4,994

4,941

150

Boli restructuring fee

225

Tax effect at 21%

(1,096)

(11)

(1,085)

(32)

Adjusted Net Income (Non-GAAP)

17,181

9,370

7,811

12,097

6,324

Average assets

2,890,759

2,913,153

2,868,074

2,337,369

2,355,809

Adjusted return on average assets (annualized)

(Non-GAAP)

1.20

1.29

1.10

1.04

1.08

Adjusted Return on Average Tangible Shareholders' Equity

(Dollars in thousands)

Six Months

Three Months

Six Months

Three Months

Ended

June 30,

March 31,

June 30,

2026

2025

Net income

13,058

9,328

3,730

11,978

6,205

Average shareholders' equity

289,064

288,334

289,799

220,787

223,351

Average intangible assets

(39,472)

(39,609)

(39,334)

(29,402)

(29,394)

Average tangible shareholders' equity

249,592

248,725

250,465

191,385

193,957

Return on average tangible shareholders' equity (annualized)

10.55

15.04

6.04

12.62

12.83

Net income

13,058

9,328

3,730

11,978

6,205

Merger-related expenses

4,994

4,941

150

Boli restructuring fee

225

Tax effect at 21%

(1,096)

(11)

(1,085)

(32)

Adjusted Net Income (Non-GAAP)

17,181

9,370

7,811

12,097

6,324

Average tangible shareholders' equity

249,592

248,725

250,465

191,385

193,957

Adjusted return on average shareholders' equity (annualized)

(Non-GAAP)

13.88

15.11

12.65

12.75

13.08

Adjusted Earnings Per Share

(Dollars in thousands)

Six Months

Three Months

Six Months

Three Months

Ended

June 30,

March 31,

June 30,

2026

2025

GAAP-Based Earnings Per Share, Basic

1.21

0.86

0.35

1.30

0.67

GAAP-Based Earnings Per Share, Diluted

1.21

0.86

0.35

1.30

0.67

Net Income

13,058

9,328

3,730

11,978

6,205

Merger-related expenses

4,994

4,941

150

Boli restructuring fee

225

Tax effect at 21%

(1,096)

(11)

(1,085)

(32)

Adjusted Net Income (Non-GAAP)

17,181

9,370

7,811

12,097

6,324

Adjusted Earnings per Share, Basic (Non-GAAP)

1.59

0.86

0.73

1.31

0.69

Adjusted Earnings per Share, Diluted (Non-GAAP)

1.59

0.86

0.72

1.31

0.69

EX-99.2

Filename: nwfl-20260722xex99_2.htm · Sequence: 3

Exhibit 992

Exhibit 99.2

Norwood FINANCIAL CORP NASDAQ GLOBAL : NWFL Q2 2026 Earnings Presentation Community Bank Making Every Day Better™ JULY 22, 2026

NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Forward-looking statements and additional information This presentation contains forward-looking statements within the meaning of the federal securities laws that are made by Norwood Financial Corp (“Norwood”). All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectations of Norwood and members of its board of directors and senior management teams. Investors and security holders are cautioned that such statements are predictions, and are not guarantees of future performance. Actual events or results may differ materially. Expected financial results or other plans are subject to a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Norwood’s control. Additional risks and uncertainties may include, but are not limited to, the risk that expected cost savings, revenue synergies and other financial benefits from the recently completed merger with PB Bankshares, Inc. (“PB Bankshares”) may not be realized or take longer than expected to realize; the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the integration of PB Bankshares’ business and operations with those of Norwood may take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to Norwood’s existing businesses; the anticipated cost savings and other synergies of the merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the merger may be greater than expected; the ability to achieve anticipated merger-related operational efficiencies; the ability to enhance revenue through increased market penetration, expanded lending capacity and product offerings; changes in monetary and fiscal policies of the Federal Reserve Board and the U. S. Government, particularly related to changes in interest rates; changes in general economic conditions, especially the effects of current fluctuations in tariff policies, impacts of workforce deportations, the proliferation of legal actions challenging government policies, and substantial reductions in force of government and non-government organization employees, all of which may put pressure on supply chains and exacerbate market volatility; occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, or the effects of climate change, and the ability of Norwood and its customers to deal effectively with disruptions caused by the foregoing; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in our market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; and changes in accounting principles, or the application of generally accepted accounting principles. Due to these and other possible uncertainties and risks, Norwood can give no assurance that the results contemplated in the forward-looking statements will be realized, and readers are cautioned not to place undue reliance on the forward-looking statements contained in this presentation. Forward-looking statements are based on information currently available to Norwood, and Norwood assumes no obligation and disclaim any intent to update any such forward-looking statements. All forward-looking statements, express or implied, included in the presentation are qualified in their entirety by this cautionary statement. NON-GAAP FINANCIAL MEASURES In addition to results presented in accordance with GAAP, this presentation includes certain non-GAAP financial measures. Norwood believes these non-GAAP financial measures provide additional information that is useful to investors in helping to understand underlying financial performance and condition and trends of Norwood. Non-GAAP financial measures have inherent limitations. Readers should be aware of these limitations and should be cautious with respect to the use of such measures. To compensate for these limitations, non-GAAP measures are used as comparative tools, together with GAAP measures, to assist in the evaluation of operating performance or financial condition. These measures are also calculated using the appropriate GAAP or regulatory components in their entirety and are computed in a manner intended to facilitate consistent period-to-period comparisons. Norwood’s method of calculating these non-GAAP measures may differ from methods used by other companies. These non-GAAP measures should not be considered in isolation or as a substitute or an alternative for those financial measures prepared in accordance with GAAP or in-effect regulatory requirements. Numbers in this presentation may not sum due to rounding. Where non-GAAP financial measures are used, the most directly comparable GAAP or regulatory financial measure, as well as the reconciliation to the most directly comparable GAAP or regulatory financial measure, can be found in this presentation. NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 2

Q2 2026 summary Selected financial highlights (all comps Y/Y) $26.8M Net Interest Income +41% 3.90% Net Interest Margin (fte) +22bps $9.4M Adjusted Net Income +53% 1.28% Adjusted Return on Average Assets +22bps 3.27% Net Interest Spread (fte) +23 bps $13.6M Adjusted Pre Provision Net Revenue +53% $0.86 Adjusted Diluted EPS +28% 15.28% Adjsuted Return on Tangible Equity +220 bps Key messages 1 Achieved strong second-quarter performance, including record net interest income, extending the momentum we are building towards a bright future 2 Maintained strong financial position and credit quality while growing assets; recorded ~$1.4M initial net charge-offs related to customer bankruptcy 3 Completed Presence Bank integration, including core system conversion, and brand convergence; combined organization poised to better serve communities 4 Continued to build momentum in 2026, through strategic priorities to create a stronger organization with ingrained high-performance culture 1 See appendix for Non-GAAP reconciliation NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 3

Making progress on our 2026 strategic priorities Focused on actions that will create value and build momentum Successfully complete Presence Bank integration • Completed key integration activity, including core system conversion and brand convergence • Ongoing dialogue to share best practices as we continue to standardize on operations and customer engagement Increase operating efficiency and elevate the customer experience through AI • Implemented PB commercial system to drive efficiency, manage risk, and empower employees to do more • Utilize AI embedded in PB processes across the organization as part of integration • Assess AI implementation and pursue highest value opportunities Strengthen our talent pool and deepen our leadership bench • Invest in our people to empower them to serve our communities • Cascade strategic priorities throughout organization • Steve Daniels, Executive Vice President and former Chief Consumer Banking Officer, has assumed role or Chief Lending Officer, assuming role previously held by Vinny O’Bell who is retiring in October 2026 Increase shareholder value • Delivered strong Q2 results on strong financial position and performance of our entire team • Grew asset base through increasing deposits, investment decisions, and strategic M&A • Enhance shareholder returns through a reliable and growing dividend NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 4

Improving financial performance and positioning for continued growth Adjusted earnings per share $0.67 $0.72 $0.86 Q2 2025 Q1 2026 Q2 2026 Tangible book value per share $21.17 $22.43 $22.97 Q2 2025 Q1 2026 Q2 2026 EPS improved due to record net interest income and growth in other income, partially offset by higher expenses due to the acquisition TBV per share increased demonstrating our ability to generate earnings while continuing to build shareholder value Repositioned portfolio and Presence Bank acquisition continued to further strengthen our financial position and provides us with a larger organization to scale as we serve our communities 1 See appendix for Non-GAAP reconciliation NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 5

Loan portfolio overview Small business lending, granular relationships and limited industry concentration Loan portfolio by category 1-4 Family 14% C&I 13% Const & Land 6% Consumer 1% CRE 47% Home q 4% Indirect 15% Total$2.3B Historical asset yields 6.16% 6.18% 6.08% 6.13% 6.22% 6.22% 6.28% 6.34% 5.31% 5.35% 5.54% 5.60% 5.69% 5.66% 5.73% 5.85% 2024 Q3 2024 Q4 2025 Q1 2025 Q2 2025 Q3 2025 Q4 2026 Q1 2026 Q2 CRE loans by industry 1-4 Family Rental 12% Investor Real Estate 32% Multi Family 8% Owner Occupied 42% Agriculture 6% Total $1.1B $98K Average Loan Size $325K Average Commercial Loan Size 12% Adjustable, 43% Floating, and 45% Fixed Rate Office Exposure: 7 loans for ~$4.2M CRE Ratio: 202% (as of Q2 2026) NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 6

Strong historical credit quality Credit quality ratios 2022 2023 2024 2025 Q2 2026 Non-performing Loans / Loans 0.08% 0.48% 0.46% 0.34% 1.23% Net Charge Offs / Loans 0.02% 0.39% 0.10% 0.03% 0.24% ACL / Loans 1.15% 1.18% 1.16% 1.07% 1.13% Reserves / NPAs 1,165% 246% 252% 280% 90% NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 7

Attractive retail franchise bolstered by commercial and municipal relationships Deposit portfolio by category Time Deposts 42 NIB Demand 20% IB Demand 18% MMDA 10% Savings 10% Total $2.5B $53K Average Account Size $493M in Municipal Deposits Historical funding costs 2.49% 2.46% 2.39% 2.30% 2.21% 2.21% 2.21% 2.11% 2.32% 2.30% 2.26% 2.17% 2.11% 2.14% 2.12% 2.06% 2024 Q3 2024 Q4 2025 Q1 2025 Q2 2025 Q3 2025 Q4 2026 Q1 2026 Q2 Cost of Deposits Cost of funds Deposit composition over time 25% 22% 21% 20% 20% 14% 14% 17% 19% 18% 16% 12% 10% 9% 10% 16% 13% 11% 10% 10% 29% 40% 41% 42% 42% 2022 2023 2024 2025 Q2 2026 Time Deposits Savings MMDA IB Demand NIB Demand NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 8

Strength. Security. Stability. Key tenets for SUCCESS Customers Shareholders Employees Community 150+ years in business UNIFIED BRAND: Consolidated Wayne Bank, the Bank of Cooperstown, Bank of the Finger Lakes, and Presence Bank under single Wayne Bank brand Committed to the same community banking mission and core values instated upon our founding in 1871 Rewarding shareholders Focused on achieving above-peer performance targets bolstered by our competitive strength in markets of operation Repositioned the investment portfolio to improve yields in current and future interest rate environment Track record of 34 consecutive years of increasing cash dividends Growth & expansion Consistent record of organic growth bolstered by four successful acquisitions between 2011 and 2026, including Presence Bank Focused on expanding noninterest and fee income through product offerings such as wealth and trust management, mortgage, and treasury management services A community pillar MISSION STATEMENT: “To help our customers and communities build strong financial futures, so that every day, every year, every generation is better than the last.” The Bank and its employees are key contributors to several local charities Focused on small business and local relationships NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 9

APPENDIX NORWOOD FINANCIAL CORP NASDAQ GLOBAL: NWFL Q2 2026 INVESTOR PRESENTATION 10

Non-GAAP financial measures Pre Provision Net Revenue NORWOOD FINANCIAL CORP Reconciliation of Non-GAAP Results (dollars in thousands, except per share data) Pre Provision Net Revenue (Dollars in thousands) Six Months Three Months Three Months Six Months Three Months Ended Ended Ended Ended Ended June 30, June 30, March 31, June 30, June 30, 2026 2026 2026 2025 2025 Income before tax expense (GAAP) $ 16,449 $ 11,629 $ 4,820 $ 15,120 $ 7,832 Provision for credit losses 3,403 1,944 1,459 1,807 950 Pre provision net revenue (PPNR) (Non-GAAP) 19,852 13,573 6,279 16,927 8,782 Merger-related expenses 4,994 53 4,941 150 150 BOLI restructuring fee 225 0 225 0 0 PPNR adjusted for one time expenses (Non-GAAP) 25,071 13,626 11,445 17,077 8,932 NORWOOD FINANCIAL CORP Q2 2026 INVESTOR PRESENTATION 13

Non-GAAP financial measures Adjusted Return on Average Assets NORWOOD FINANCIAL CORP Reconciliation of Non-GAAP Resutls (Dollars in thousands, except per share date) Adjusted Returnon Average Tangible Shareholders' Equity (Dollar in thousands) Six Months Three Months Three Months Six Months Three Months Ended Ended Ended Ended Ended June 30, June 30, March 31, June 30, June 30, 2026 2026 2026 2025 2025 Net income $13,058 $9,328 $3,730 $11,978 $6,205 Average assets 289,064 2,913,153 2,868,074 2,337,369 2,355,809 Return on average assets (annualized) 0.91% 1.28% 0.53% 1.03% 1.06% Net income 13,058 9,328 3,730 11,978 6,205 Merger-related expneses 4,994 53 4,941 150 150 Boli restructuring fee 225 — 225 — — Tax effect at 21% (1,096) (11) (1,085) (32) (32) Adjuste Net Income (Non-GAAP) 17,181 9,370 7,811 12,097 6,324 Average assets 2,890,759 2,913,153 2,868,074 2,337,369 2,355,809 Adjusted returnon average shareholders' equity (annualized) (Non-GAAP) 1.20% 1.29% 1.10% 1.04% 1.08% NORWOOD FINANCIAL CORP Q2 2026 INVESTOR PRESENTATION 14

Non-GAAP financial measures Net Interest Income FTE and Average Tangible Equity NORWOOD FINANCIAL CORP Reconciliation of Non-GAAP Results (dollars in thousands, except per share data) Net Interest Income FTE (dollars in thousands) Three months ended Six months ended June 30 June 30 2026 2025 2026 2025 Net Interest Income $ 26,839 $ 19,065 $ 51,393 $ 36,923 Taxable equivalent basis adjustment using 21% marginal tax rate 182 199 375 397 Net interest income on a fully taxable equivalent basis $ 27,021 $ 19,264 $ 51,768 $ 37,320 Average Tangible Equity (dollars in thousands) Three months ended Six months ended June 30 June 30 2026 2025 2026 2025 Average equity $ 288,334 $ 223,351 $ 289,064 $ 220,787 Average goodwill and other intangibles (39,609) (29,394) (39,472) (29,402) Average tangible equity $ 248,725 $ 193,957 $ 249,592 $ 191,385 NORWOOD FINANCIAL CORP Q2 2026 INVESTOR PRESENTATION 12 Non-GAAP financial measures Pre Provision Net Revenue NORWOOD FINANCIAL CORP Reconciliation of Non-GAAP Results (dollars in thousands, except per share data) Pre Provision Net Revenue (Dollars in thousands) Six Months Three Months Three Months Six Months Three Months Ended Ended Ended Ended Ended June 30, June 30, March 31, June 30, June 30, 2026 2026 2026 2025 2025 Income before tax expense (GAAP) $ 16,449 $ 11,629 $ 4,820 $ 15,120 $ 7,832 Provision for credit losses 3,403 1,944 1,459 1,807 950 Pre provision net revenue (PPNR) (Non-GAAP) 19,852 13,573 6,279 16,927 8,782 Merger-related expenses 4,994 53 4,941 150 150 BOLI restructuring fee 225 0 225 0 0 PPNR adjusted for one time expenses (Non-GAAP) 25,071 13,626 11,445 17,077 8,932 NORWOOD FINANCIAL CORP Q2 2026 INVESTOR PRESENTATION 13 Non-GAAP financial measures Adjusted Return on Average Assets NORWOOD FINANCIAL CORP Reconciliation of Non-GAAP Results (dollars in thousands, except per shar data) Adjusted Returnon Average Assets (Dollars in thousands) Six Months Three Months Three Months Six Months Three Months Ended Ended Ended Ended Ended June 30, June 30, March 31, June 30, June 30, 2026 2026 2026 2025 2025 Net income $13,058 $9,328 $3,730 $11,978 $6,205 Average assets 2,890,759 2,913,153 2,868,074 2,337,369 2,355,809 Returnon average assets (annualized) 0.91% 1.28% 0.53% 1.03% 1.06% net income 13,058 9,328 3,730 11,978 6,205 Merger-related epxenses 4,994 533 4,941 150 150 Boli restructuring fee 225 — 225 — — Tax effect at 21% (1,098) (1) (1,085) (32) (32) Adjuste Net Income (Non-GAAP) 17,180 9,370 7,811 12,097 6,324 Average assets 2,890,759 2,913,153 2,868,074 2,337,369 2,355,809 Adjsuted reutrn on average assets (annualized) (Non-GAAP) 1.20% 1.29% 1.10% 1.04% 1.08% NORWOOD FINANCIAL CORP Q2 2026 INVESTOR PRESENTATION 14 Non-GAAP financial measures Adjusted Return on Average Tangible Shareholders’ Equity and Adjusted Earnings Per Share Adjusted Returnon Average Tangible Shareholders' Equity (Dollar in thousands) Six Months Three Months Three Months Six Months Three Months Ended Ended Ended Ended Ended June 30, June 30, March 31, June 30, June 30, 2026 2026 2026 2025 2025 Net income $13,058 $9,328 $3,730 $11,978 $6,205 Average shareholders' equity 289,064 288,334 289,799 220,787 223,351 Average intangible assets (39,472) (39,609) (39,334) (29,402) (29,394) Average tangible sahrehlders' equity 249,592 248,728 250,465 191,385 193,957 Returnon average tangible shareholders' equity (annualized) 10.55% 15.04% 6.04% 12.62% 25.10% Net income 13,058 9,328 3,730 11,978 6,205 Merger-related expneses 4,994 53 4,941 150 150 Boli restructuring fee 225 — 225 — — Tax effect at 21% (1,096) (11) (1,085) (32) (32) Adjuste Net Income (Non-GAAP) 17,181 9,370 7,811 12,097 6,324 Average tangible shareholders' equity 249,592 248,725 250,465 191,385 193,957 Adjusted returnon average shareholders' equity (annualized) (Non-GAAP) 13.88% 15.11% 12.65% 12.75% 25.35% Adjusted Eearnings Per Share (Dollars in thousadns) Six Months Three Months Three Months Six Months Three Months Ended Ended Ended Ended Ended June 30, June 30, March 31, June 30, June 30, 2026 2026 2026 2025 2025 GAAP- Based Earnings Pe Share, Basic $1.21 $0.86 $0.35 $1.30 $0.67 GAAP- Based Earnings Pe Share, Diluted $1.21 $0.86 $0.35 $1.30 $0.67 Net Income 13,058 9,328 3,730 11,978 6,205 Merger-realted expneses 4,994 53 4,941 150 150 Boli reconstructuring fee 225 — 225 — — Tax effect at 21% (1,096) (11) (1,085) (32) (32) Adjusted Net Income (Non- GAAP) 17,181 9,370 7,811 12,097 6,324 Adjusted Earnings per Sahre, Basic (Non-GAAP) $1.59 $0.86 $0.73 $1.31 $0.69 Adjusted Earnings per Sahre, Diluted (Non-GAAP) $1.59 $0.86 $0.72 $1.31 $0.69 NORWOOD FINANCIAL CORP Q2 2026 INVESTOR PRESENTATION 15

Thank you

GRAPHIC

Filename: nwfl-20260722xex99_1g001.jpg · Sequence: 4

Binary file (64705 bytes)

Download nwfl-20260722xex99_1g001.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g001.jpg · Sequence: 5

Binary file (120294 bytes)

Download nwfl-20260722xex99_2g001.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g002.jpg · Sequence: 6

Binary file (339932 bytes)

Download nwfl-20260722xex99_2g002.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g003.jpg · Sequence: 7

Binary file (166179 bytes)

Download nwfl-20260722xex99_2g003.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g004.jpg · Sequence: 8

Binary file (192900 bytes)

Download nwfl-20260722xex99_2g004.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g005.jpg · Sequence: 9

Binary file (149373 bytes)

Download nwfl-20260722xex99_2g005.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g006.jpg · Sequence: 10

Binary file (155826 bytes)

Download nwfl-20260722xex99_2g006.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g007.jpg · Sequence: 11

Binary file (93209 bytes)

Download nwfl-20260722xex99_2g007.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g008.jpg · Sequence: 12

Binary file (148184 bytes)

Download nwfl-20260722xex99_2g008.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g009.jpg · Sequence: 13

Binary file (188367 bytes)

Download nwfl-20260722xex99_2g009.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g010.jpg · Sequence: 14

Binary file (39034 bytes)

Download nwfl-20260722xex99_2g010.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g011.jpg · Sequence: 15

Binary file (96786 bytes)

Download nwfl-20260722xex99_2g011.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g012.jpg · Sequence: 16

Binary file (95754 bytes)

Download nwfl-20260722xex99_2g012.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g013.jpg · Sequence: 17

Binary file (124762 bytes)

Download nwfl-20260722xex99_2g013.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g014.jpg · Sequence: 18

Binary file (140899 bytes)

Download nwfl-20260722xex99_2g014.jpg

GRAPHIC

Filename: nwfl-20260722xex99_2g015.jpg · Sequence: 19

Binary file (155855 bytes)

Download nwfl-20260722xex99_2g015.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 24

v3.26.1

Document and Entity Information

Jul. 22, 2026

Document And Entity Information [Abstract]

Document Type

8-K

Document Period End Date

Jul. 22, 2026

Entity Registrant Name

NORWOOD FINANCIAL CORP

Entity Incorporation, State or Country Code

Entity File Number

0-28364

Entity Tax Identification Number

23-2828306

Entity Address, Address Line One

717 Main Street

Entity Address, City or Town

Honesdale

Entity Address, State or Province

Entity Address, Postal Zip Code

18431

City Area Code

570

Local Phone Number

253-1455

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.10 par value

Trading Symbol

NWFL

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Entity Central Index Key

0001013272

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration