UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-28364 Norwood Financial Corp (Exact name of registrant as specified in its charter) Pennsylvania 23-2828 ...

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Financial Data and Key Metrics Changes - The company reported strong results in Q3 2025, with assets growing by approximately $100 million year-to-date and expanding margins [4] - Net interest margin increased by 20 basis points on a linked quarter basis, resulting in a $1.4 million increase in net interest income compared to Q2 2025 [11] - Unadjusted pre-provision net revenue increased by 15% on a linked quarter basis and 19% when adjusting for non-recurring merger-related charges [12] Business Line Data and Key Metrics Changes - Fee income has grown year-over-year, driven by wealth management, trust, and other fee income businesses [4] - Non-interest income for the nine months ended September 30 increased by 9% compared to the same period last year, with growth from wealth management and trust services [12] Market Data and Key Metrics Changes - Credit metrics improved year-over-year, with non-performing loans as a percentage of total loans decreasing and reserves to non-performing assets increasing [12] Company Strategy and Development Direction - The company is focused on delivering products and services that help customers achieve their goals, emphasizing a high-performing culture [5] - A merger with Presence Bank is pending regulatory approval, which is seen as a strategic opportunity for growth [7][19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's financial position and ability to serve customers effectively, with a focus on loan growth across various categories [4][27] - The outlook for net interest margin remains positive, with expectations of reaching towards 4% [18] Other Important Information - The company completed a leadership transition in its board of directors, adding two new directors to strengthen the board [7][9] - The company has rolled out a new brand and improved its culture, resulting in high customer satisfaction ratings [10] Q&A Session Summary Question: Ability to further reduce deposit costs with expected rate cuts - Management indicated that deposit costs would decrease in line with market rates, estimating a beta of around 50% on the way down [16] Question: Amount in municipal deposits and their fluctuations - Current municipal deposits are at a high watermark of approximately $450 million, fluctuating between $400 million and $450 million [17] Question: NIM outlook and stability - Management remains optimistic about net interest margin, hoping to reach around 4% [18] Question: M&A opportunities and timeline for Presence Bank deal - The company is opportunistic regarding M&A and is awaiting regulatory approval for the Presence Bank merger, with no specific timeline provided [19][21] Question: Impact of potential rate drop on margin - Management noted that a drop in rates would be accretive to margins, but hesitated to quantify the impact at this time [25][26] Question: Best loan growth categories and future demand - Loan growth has been broad across categories, with consumer lending performing well, while agricultural loans have slightly decreased [27]

Financial Data and Key Metrics Changes - The company reported strong results in Q3 2025, with assets growing by approximately $100 million year-to-date and expanding margins [4] - Net interest margin increased by 20 basis points on a linked quarter basis, resulting in a $1.4 million increase in net interest income compared to the second quarter [11] - Unadjusted pre-provision net revenue increased by 15% on a linked quarter basis and 19% adjusting for non-recurring merger-related charges [12] Business Line Data and Key Metrics Changes - Fee income has grown year-over-year, driven by wealth management, trust, and other fee income businesses [4] - Non-interest income for the nine months ended September 30 increased by 9% over the same period last year, with growth from wealth management and trust services [12] Market Data and Key Metrics Changes - Credit metrics improved year-over-year, with non-performing loans as a percentage of total loans decreasing and reserves to non-performing assets increasing [12] Company Strategy and Development Direction - The company is focused on delivering products and services that help customers achieve their goals, emphasizing a high-performing culture [5] - A merger with Presence Bank is pending regulatory approval, which is seen as a strategic opportunity for growth [7][19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's financial position and ability to serve customers effectively, with a focus on loan growth across various categories [4][27] - The outlook for net interest margin remains positive, with expectations of reaching towards 4% [18] Other Important Information - The company completed a leadership transition in its board of directors, adding two new directors to strengthen governance [7][9] - The company has rolled out a new brand and improved its culture, receiving high customer ratings [10] Q&A Session Summary Question: Ability to further reduce deposit costs with expected rate cuts - Management indicated that municipal deposits tied to market rates will decrease alongside market rates, with a beta of around 50% expected on the way down [16] Question: Current status of municipal deposits - The company is at a high watermark with municipal deposits, ranging from $450 million to $400 million [17] Question: NIM outlook and stability - Management remains optimistic about NIM, currently at 3.63%, with hopes to approach 4% [18] Question: M&A opportunities and timeline for Presence Bank deal - The company is opportunistic regarding M&A and is awaiting regulatory approval for the Presence Bank merger, with no specific timeline available [19][21] Question: Best loan growth categories and demand - Loan growth has been broad across categories, with consumer lending performing well, while agricultural loans have slightly decreased [27]

Financial Data and Key Metrics Changes - The company reported strong results in Q3 2025, with assets growing by approximately $100 million year-to-date and expanding margins due to growth in loans and deposits [6][7] - The net interest margin increased by 20 basis points on a linked quarter basis, resulting in a $1.4 million increase in net interest income compared to the second quarter [16] - Noninterest income for the nine months ended September 30 increased by 9% year-over-year, driven by growth in wealth and trust activities as well as increased gains on loan sales [17] Business Line Data and Key Metrics Changes - Fee income has grown year-over-year, particularly in wealth management and trust services [7] - Credit metrics improved, with nonperforming loans as a percentage of total loans decreasing and reserves to nonperforming assets increasing [18] Market Data and Key Metrics Changes - The company has a significant amount of municipal deposits, which are expected to decrease in line with market rates [24] - The company anticipates a beta of around 50% on the way down regarding deposit costs as market rates decline [25] Company Strategy and Development Direction - The company is focused on strategic growth, including a merger with Presence Bank, with regulatory applications filed and pending approval [9] - A leadership transition in the Board of Directors was completed, adding two new directors to strengthen the board [12] - The company has rolled out a new brand and improved its culture, aiming for a unified customer experience across its services [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's financial position and ability to serve customers effectively, highlighting a strong performance culture [7][13] - The outlook for net interest margin remains positive, with expectations of reaching towards 4% [28] Other Important Information - The company completed a capital raise through common stock issuance to support growth and improve financial position [8] - The company has seen a release of the allowance for credit losses, primarily due to loans moving out of nonaccrual status [17] Q&A Session Summary Question: Ability to further reduce deposit costs with expected rate cuts - Management indicated that municipal deposits tied to market rates will decrease, and they are actively reducing other specialized rates in line with Fed rate changes [24][25] Question: NIM outlook and stability - Management remains optimistic about the NIM outlook, expecting continued pricing up of the loan book, aiming for a NIM of around 4% [28] Question: M&A opportunities and timeline for Presence Bank deal - Management is opportunistic regarding M&A and is awaiting regulatory approval for the Presence Bank merger, with no specific timeline available [31][32] Question: Loan growth demand and categories - Loan growth has been broad across categories, with consumer lending performing well, while agricultural loans have slightly decreased as a percentage of the portfolio [38]

Financial Data and Key Metrics Changes - The company reported strong results in Q3 2025, with assets growing by approximately $100 million year-to-date and expanding margins due to growth in loans and deposits [4] - Net interest margin increased by 20 basis points on a linked quarter basis, resulting in a $1.4 million increase in net interest income compared to the second quarter [12] - Non-interest income for the nine months ended September 30 increased by 9% year-over-year, driven by growth in wealth management and trust services [13] Business Line Data and Key Metrics Changes - Fee income has grown year-over-year, particularly in wealth management, trust, and other fee income businesses [4] - The company experienced a release of the allowance for credit losses of $502,000, primarily due to several loans moving out of non-accrual status [12] Market Data and Key Metrics Changes - The company has approximately $400 million in municipal deposits, which are expected to decrease in line with market rates [17] - The loan growth has been broad-based across different categories, with a slight decrease in the agricultural segment from 9% to 8% of the portfolio [28] Company Strategy and Development Direction - The company is focused on delivering products and services that help customers achieve their goals, emphasizing a high-performing culture [5] - A merger with Presence Bank is in progress, with all necessary regulatory applications filed and pending approval [6] - The company has unified its three brands into one and rolled out a new brand this year, enhancing customer experience [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strong financial position and ability to serve customers effectively [6] - The outlook for net interest margin remains positive, with hopes to reach around 4% in the coming quarters [20] Other Important Information - The company completed a leadership transition in its board of directors, adding two new directors to strengthen governance [6][9] - The company has been recognized for its community involvement and employee dedication, which are seen as key differentiators [9] Q&A Session Summary Question: Ability to further reduce deposit costs with expected rate cuts - Management indicated that deposit costs are expected to decrease, with a beta of around 50% on the way down [17] Question: Amount in municipal deposits and their fluctuation - Current municipal deposits are at a high watermark of approximately $450 million, expected to decrease to around $400 million [18] Question: NIM outlook and stability - Management remains optimistic about net interest margin, aiming for stability and potential growth towards 4% [20] Question: M&A opportunities and timeline for Presence Bank deal - The company is opportunistic regarding M&A and is awaiting regulatory approval for the Presence Bank merger, with no specific closing date yet [21][22] Question: Impact of potential rate drop on margin or spread - Management noted that a drop in deposit costs would be accretive, but hesitated to quantify the impact without more information [27] Question: Best loan growth categories and future demand - Loan growth has been strong across various categories, with no single category dominating, and consumer lending performing well [28]

[Filing Details](index=1&type=section&id=Filing%20Details) This section outlines the registrant's fundamental identification and reporting information [Registrant and Filing Information](index=1&type=section&id=Registrant%20and%20Filing%20Information) This section provides the essential identifying details for Norwood Financial Corp, including its incorporation state, commission file number, principal executive offices address, and contact information, along with the date of the report - Registrant Name: **NORWOOD FINANCIAL CORP**[1](index=1&type=chunk) - Date of Report (earliest event reported): **October 10, 2025**[1](index=1&type=chunk) - Principal executive offices address: **717 Main Street, Honesdale, Pennsylvania 18431**[1](index=1&type=chunk) [Securities and Company Status](index=1&type=section&id=Securities%20and%20Company%20Status) This part details the registrant's registered securities and clarifies its status regarding the emerging growth company classification | Title of each class | Trading symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, par value $0.10 per share | NWFL | The Nasdaq Stock Market LLC | - Norwood Financial Corp is **not an emerging growth company**[4](index=4&type=chunk) [Information to be Included in the Report](index=2&type=section&id=INFORMATION%20TO%20BE%20INCLUDED%20IN%20THE%20REPORT) This section details the specific items included in the report, focusing on financial results and accompanying exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Norwood Financial Corp announced the upcoming release of its third-quarter 2025 financial results and the scheduling of a corresponding webcast and conference call to discuss these results - Norwood Financial Corp will release its **third quarter 2025 financial results** on **October 22, 2025**[6](index=6&type=chunk) - A webcast and conference call are scheduled for **October 22, 2025**, to discuss the financial results[6](index=6&type=chunk) - A press release dated **October 10, 2025**, detailing these announcements is furnished as **Exhibit 99.1**[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits furnished with the 8-K report, primarily the press release detailing the Q3 2025 financial results announcement | No. | Description | | :-- | :-------------------------------------------------- | | 99.1 | Press Release dated October 10, 2025. | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | [Signatures](index=3&type=section&id=SIGNATURES) This section confirms the official signing of the report by an authorized representative [Authorized Signatory](index=3&type=section&id=Authorized%20Signatory) This section confirms the official signing of the report by an authorized representative of Norwood Financial Corp, fulfilling the requirements of the Securities Exchange Act of 1934 - The report was signed on **October 14, 2025**, by **John M. McCaffery**, Executive Vice President and Chief Financial Officer, as the duly authorized representative[12](index=12&type=chunk)

Financial Performance (Q3 2025) - Net interest income reached $20.5 million, with a net interest spread of 2.94%[16] - Adjusted pre-provision net revenue was $10.6 million[16] - Adjusted net income totaled $8.8 million, resulting in adjusted diluted earnings per share of $0.94[16] - Adjusted return on average assets was 1.47%, and adjusted return on tangible equity was 17.66%[16] Merger and Acquisition - The company has filed all required applications with regulatory authorities for approval of the merger with PB Bankshares, Inc ("PBBKˮ)[6, 13] - The proposed merger transaction will be submitted to the shareholders of PBBK for their consideration[13] Balance Sheet and Portfolio - Total assets reached $2.4 billion[19] - Total gross loans amounted to $1.8 billion[19] - Total deposits totaled $2.1 billion[19] Credit Quality - Non-performing loans to total loans was 0.36% YTD[29] - Net charge-offs to total loans was 0.07% YTD[29] Deposit Composition - Non-interest bearing demand deposits account for 21% of the total deposit portfolio[31] - Interest bearing demand deposits account for 17% of the total deposit portfolio[31]

Core Insights - Norwood Financial Corp reported strong financial results for the third quarter and year-to-date ending September 30, 2025, highlighting solid growth, improved profitability, and efficiency [1][3][7]. Financial Performance - Net income for the three months ended September 30, 2025, was $8.334 million, an increase of $4.490 million compared to the same period in 2024 [7]. - Net interest income rose to $20.458 million for the third quarter of 2025, up from $15.931 million in the same quarter of 2024, reflecting an increase of $4.527 million [1][9]. - The net interest margin improved to 3.63% in Q3 2025, compared to 2.99% in Q3 2024, marking a 64 basis points increase [1][3][9]. - Pre-Provision Net Revenue (PPNR) for the third quarter was $10.029 million, up from $6.195 million year-over-year [1][9]. Growth Metrics - Loans receivable increased to $1.815 billion as of September 30, 2025, representing an 8.3% increase from $1.675 billion in the same period last year [7][9]. - Total deposits reached $2.074 billion, an increase of 11.8% from $1.855 billion year-over-year [7][9]. - Year-to-date loan growth was at an annualized rate of 7.3%, while deposits grew at an annualized rate of 15% [3][7]. Efficiency and Returns - The efficiency ratio improved to 56.3% in Q3 2025, down from 66.0% in Q3 2024, indicating better cost management [7]. - Return on average assets increased to 1.40%, up 72 basis points from the previous year [3][7]. - Return on average tangible equity rose to 16.76%, an increase of 718 basis points year-over-year [3][7]. Brand and Market Position - The company launched its "Every Day Better" brand, which received positive feedback from customers and employees, enhancing its market presence and company culture [1][3].

Core Insights - Norwood Financial Corp. (NASDAQ:NWFL) is recognized as one of the 12 Best Dividend Stocks with yields exceeding 4% [1] - The company reported total assets of $2.365 billion as of June 30, 2025, reflecting a 5.82% increase from $2.235 billion a year prior [3] - Norwood Financial has demonstrated solid mid-year performance, with growth in loans and deposits, and improved yields attributed to a strategic repositioning in Q4 2024 [4] Financial Performance - In the second quarter of 2025, Norwood Financial highlighted continued performance improvement, driven by higher yields and stronger results across all business lines [4] - The company offers a quarterly dividend of $0.31 per share, having increased it by 3.3% in December 2024, marking the 32nd consecutive year of dividend growth [5] - As of October 12, Norwood Financial supports a dividend yield of 5.04% [5] Business Operations - Norwood Financial Corp. operates through its subsidiary, Wayne Bank, providing a range of services including personal and business credit, trust and investment products, and real estate settlement services [2] - The Wealth Management and Trust Department of the company offers estate planning, investment management, and financial planning solutions [2]