Financial Performance - For the year ended December 31, 2024, net interest income was $62.191 million, a slight increase from $62.067 million in 2023[98]. - The net loss for 2024 was $160,000, a significant decline from net income of $16.759 million in 2023[98]. - The dividend payout ratio for 2024 was -6074.38%, indicating a substantial change from 56.19% in 2023[98]. - Total other income for the year ended December 31, 2024, was a loss of $11,151,000, a decrease of $19,275,000 compared to income of $8,124,000 in 2023[158]. - Net realized losses on sales of securities increased to $19,962,000 in 2024, up from a loss of $209,000 in 2023[159]. - Other expenses totaled $48,625,000 for the year ended December 31, 2024, compared to $43,497,000 in 2023, reflecting an increase of $5,128,000[162]. - Salaries and employee benefits increased by $1,453,000 to $25,018,000 in 2024[160]. - The efficiency ratio for 2024 was 68.5%, up from 62.1% in 2023, indicating a decline in operational efficiency[161]. Credit Losses and Allowances - The provision for credit losses decreased significantly to $2.673 million in 2024 from $5.548 million in 2023[98]. - The allowance for credit losses to total loans ratio was 1.16% as of December 31, 2024, slightly down from 1.18% in 2023[98]. - The allowance for credit losses was $19,843,000, representing 1.16% of total loans, compared to $18,968,000 and 1.18% in 2023[121]. - Net charge-offs for 2024 totaled $1,671,000, a significant decrease from $6,078,000 in 2023, reflecting a net charge-off rate of 0.10% compared to 0.39% in the previous year[131]. - The provision for credit losses decreased to $2,546,000 for the twelve months ended December 31, 2024, down from $5,581,000 in 2023[131]. Assets and Loans - Total assets increased to $2.317 billion as of December 31, 2024, up by $116.4 million from $2.201 billion in 2023[99]. - Loans receivable rose to $1.714 billion, an increase of $110.2 million compared to $1.604 billion in 2023, driven by increases in consumer and commercial real estate loans[100]. - As of December 31, 2024, total loans receivable amounted to $1,713,638,000, an increase from $1,603,618,000 in 2023[129]. - The company maintained a diversified loan portfolio with no concentrations exceeding 10% in any one industry as of December 31, 2024[124]. - The company had $716.9 million in commercial real estate loans, accounting for 41.8% of total loans outstanding as of December 31, 2024[126]. - Non-performing loans totaled $7,874,000 as of December 31, 2024, slightly up from $7,622,000 in 2023[135]. Capital and Equity - Stockholders' equity increased to $213.508 million in 2024 from $181.070 million in 2023[98]. - The Tier 1 Capital to risk-adjusted assets ratio improved to 12.35% in 2024, up from 11.99% in 2023[98]. - The total risk-based capital ratio as of December 31, 2024, was 13.45%, up from 13.06% in 2023[164]. - Total stockholders' equity as of December 31, 2024, was $213.5 million, an increase from $181.1 million in 2023, primarily due to $28.1 million in net proceeds from an offering[164]. Interest Income and Expenses - Fully taxable equivalent net interest income for 2024 totaled $63,010,000, an increase of $194,000 from 2023, with a net interest spread of 2.17% compared to 2.47% in the previous year[150][154]. - Total interest expense rose to $50,389,000 in 2024, with an average cost of interest-bearing liabilities increasing to 3.07% from 2.21% in 2023[156]. - The net interest margin on a tax-equivalent basis for 2024 was 2.91%, down from 3.06% in 2023[168]. - Average loans outstanding increased by $80.5 million in 2024, contributing to an increase in interest income of $14.3 million[150]. - Total interest-earning assets increased to $17,110,000 in 2024, up from $6,773,000 in 2023, primarily driven by a $9,550,000 increase in loans receivable[172]. Securities and Investments - The securities portfolio was valued at $397.8 million, with unrealized losses of $33.5 million as of December 31, 2024[136]. - The average life of the securities portfolio was 7.1 years, with purchases totaling $208.1 million during the year[137]. - The Company held 215 investment securities in a loss position as of December 31, 2024, with a combined unrealized loss of $42.6 million, primarily due to changes in interest rates[140]. - The Company repositioned its available-for-sale debt securities portfolio, selling securities with an amortized cost of approximately $175 million and recognizing a pre-tax loss of $20 million[141]. Deposits and Liquidity - Total deposits as of December 31, 2024, were $1.859 billion, an increase of $64.0 million from the previous year, with time deposits increasing by $58.4 million[147]. - Non-interest bearing demand deposits decreased to $381.5 million in 2024 from $399.5 million in 2023[148]. - The company's liquidity as of December 31, 2024, was $470.1 million, representing 20.3% of total assets, down from 21.5% in 2023[186]. - The company maintained established lines of credit totaling $192.0 million, with $178.5 million outstanding as of December 31, 2024[187]. Taxation - The effective tax rate for 2024 was 38.0%, compared to 20.7% in 2023, with an income tax benefit of $98,000 in 2024[152]. - The effective tax rate for 2024 was 38.0%, compared to an income tax expense of $4,387,000 and a rate of 20.7% in 2023[163]. Interest Rate Sensitivity - The sensitivity analysis indicated that a 200-basis point increase in interest rates would decrease net interest income by 5.1% in year 1 and 2.7% in year 2[180]. - The yield on U.S. Treasury 5-year notes increased by 54 basis points from 3.84% to 4.38% during the year[179]. - The effective duration of the bond portfolio remained steady at 5.5 years as of December 31, 2024[181]. - The company’s asset and liability management aims to maintain a strong, stable net interest margin while effectively utilizing capital[174].

Group 1 - Susan Campfield announced her retirement from the Board of Directors of Norwood Financial Corp and Wayne Bank, effective February 18, 2025, after 19 years of service [1] - Campfield joined the Board in 2006 and has been a significant figure in the Wayne County business community, serving as President and CEO of Gumble Brothers, Inc. for over 33 years [1] - Her expertise in the local construction market contributed valuable insights into the local economy and business opportunities for the bank during her tenure [1] Group 2 - Norwood Financial Corp is the parent company of Wayne Bank, which operates thirty offices across Northeastern Pennsylvania and Upstate New York, including brands like Bank of Cooperstown and Bank of the Finger Lakes [2] - The company's stock is traded on the Nasdaq Global Market under the symbol "NWFL" [2]

Financial Performance - Norwood Financial Corp reported a net loss of $12.7 million for Q4 2024, a decrease of $13 million compared to the same period last year, primarily due to a one-time $20 million loss on the sale of securities[6]. - Adjusted net income for Q4 2024 was $3.1 million, significantly higher than $355 thousand in Q4 2023[5]. - The net loss for the twelve months ended December 31, 2024, was $(160) thousand, a significant decrease from the net income of $16,759 thousand in 2023[15]. - Basic loss per share for 2024 was $(0.02), compared to earnings per share of $2.08 in 2023[15]. - The net loss for the three months ended December 31, 2024, was $12,651,000, compared to a net loss of $3,559,000 for the same period in 2023, indicating a significant increase in losses[16]. - Basic loss per share for Q4 2024 was $1.54, compared to earnings of $0.04 per share in the same quarter last year[18]. Income and Expenses - Net interest income for Q4 2024 was $16.6 million, an increase of 8.7% from $15.3 million in Q4 2023[2]. - Total non-interest expenses rose to $48.6 million in 2024, up from $43.5 million in 2023, mainly due to higher compensation and data processing costs[6]. - Other income showed a significant decline, resulting in a total of $(11,151) thousand for the twelve months ended December 31, 2024, compared to $8,124 thousand in 2023[15]. - Total other expenses increased to $48,625 thousand in 2024, up from $43,497 thousand in 2023, an increase of 11.8%[15]. Assets and Liabilities - Total assets increased to $2.317 billion as of December 31, 2024, compared to $2.201 billion at the end of 2023[6]. - Total assets increased to $2,317,462 thousand in 2024 from $2,201,079 thousand in 2023, representing a growth of 5.3%[14]. - Net loans receivable rose to $1,693,795 thousand in 2024, up from $1,584,650 thousand in 2023, an increase of 6.9%[14]. - Total deposits grew to $1,859,163 thousand in 2024, compared to $1,795,159 thousand in 2023, reflecting a 3.6% increase[14]. - The allowance for credit losses was $19,843,000, compared to $18,968,000 in the previous year, indicating a slight increase in provisions[16]. Interest Income and Margin - Interest income for the twelve months ended December 31, 2024, was $112,580 thousand, up 17.8% from $95,540 thousand in 2023[15]. - Net interest income after provision for credit losses increased to $59,518 thousand in 2024, compared to $56,519 thousand in 2023, a rise of 5.3%[15]. - Total interest income for Q4 2024 was $29,485 thousand, up 12.5% from $26,085 thousand in Q4 2023[18]. - Net interest income after provision for credit losses was $15,021 thousand, compared to $9,177 thousand in the same quarter last year, reflecting a year-over-year increase of 63.5%[18]. - The net interest margin improved to 3.04% in Q4 2024, up 11 basis points from 2.93% in Q4 2023[6]. Capital and Equity - Tangible common equity increased to 8.05% as of December 31, 2024, compared to 6.98% at the end of 2023[6]. - The equity to total assets ratio improved to 9.21% from 8.23% year-over-year, suggesting a stronger capital position[16]. Future Outlook - The company completed a capital raise to reposition its investment portfolio, which is expected to improve future yields[3]. - The company anticipates that the repositioned portfolio will enhance future performance amid changing interest rates[2].

Core Insights - Norwood Financial Corp reported a net loss of $12.7 million for Q4 2024, primarily due to a one-time $20 million loss from the repositioning of its investment portfolio [2][4][17] - The company successfully raised capital to enhance its investment portfolio's yield, which is expected to improve future performance despite the current loss [2][3] - Net interest income increased to $16.6 million in Q4 2024, up from $15.3 million in Q4 2023, indicating a year-over-year growth [4][16] Financial Performance - For the three months ended December 31, 2024, net interest income was $16,625 thousand, compared to $15,293 thousand in the same period of 2023, reflecting a year-over-year increase of $1,332 thousand [4][16] - The net interest margin improved to 3.04% in Q4 2024 from 2.93% in Q4 2023, while the net interest spread increased to 2.31% from 2.23% [4][16] - Total assets as of December 31, 2024, were $2.317 billion, up from $2.201 billion a year earlier, with loans receivable growing to $1.694 billion [4][12][16] Adjusted Financial Metrics - Adjusted net income for Q4 2024 was $3,119 thousand, significantly higher than $355 thousand in Q4 2023, while adjusted diluted earnings per share rose to $0.38 from $0.04 [6][11] - The adjusted return on average assets for Q4 2024 was 0.54%, up from 0.06% in Q4 2023, and the adjusted return on tangible equity was 7.59%, compared to 1.01% in the prior year [6][10] Capital and Equity - The company’s stockholders' equity increased to $213.5 million as of December 31, 2024, from $181.1 million a year prior, reflecting a stronger capital position [4][12] - Tangible common equity ratio improved to 8.05% at the end of 2024, compared to 6.98% at the end of 2023 [4][12] Loan and Deposit Growth - Loans grew at an annualized rate of 9% during Q4 2024, indicating strong demand for credit [3] - Total deposits reached $1.859 billion as of December 31, 2024, compared to $1.795 billion a year earlier, showing a positive trend in customer deposits [4][12]

Core Viewpoint - Norwood Financial Corp has announced a public offering of 1,000,000 shares of common stock at a price of $26.00 per share, aiming for gross proceeds of approximately $26 million [1][2]. Group 1: Offering Details - The company has granted underwriters a 30-day option to purchase an additional 150,000 shares, which could increase total gross proceeds to approximately $30 million if fully exercised [2]. - The offering is expected to close around December 19, 2024, subject to customary conditions [2]. Group 2: Use of Proceeds - Net proceeds from the offering will be used to invest in the bank subsidiary to support capital ratios, reposition a substantial portion of the available-for-sale debt securities portfolio, and for general corporate purposes, including stock repurchase and potential acquisitions [3]. Group 3: Underwriters - Piper Sandler & Co. is the lead book-running manager for the offering, while Janney Montgomery Scott LLC is acting as the joint book-running manager [4]. Group 4: Company Background - Norwood Financial Corp is the parent company of Wayne Bank, operating 14 offices in Northeastern Pennsylvania and 15 offices in New York [9].

Core Viewpoint - Norwood Financial Corp has announced an underwritten public offering of its common stock to support its bank subsidiary's capital ratios and for general corporate purposes, including potential acquisitions [1][2]. Group 1: Offering Details - The company intends to grant underwriters a 30-day option to purchase additional shares of its common stock [1]. - Piper Sandler & Co. is the lead book-running manager, with Janney Montgomery Scott LLC acting as the joint book-running manager for the offering [3]. Group 2: Use of Proceeds - Net proceeds from the offering will be used to support capital ratios, reposition a substantial portion of the available-for-sale debt securities portfolio, repurchase common stock, and potentially acquire other institutions or branches [2]. Group 3: Company Background - Norwood Financial Corp is the parent company of Wayne Bank, operating 14 offices in Northeastern Pennsylvania and 15 offices in New York [6]. - The company's stock trades on the Nasdaq Global Market under the symbol "NWFL" [6].

Financial Performance - For the three months ended September 30, 2024, net income totaled $3,844,000, a decrease from $4,119,000 in the same period of 2023, primarily due to a $463,000 increase in the provision for credit losses [139]. - Earnings per share for the three months ended September 30, 2024 were $0.48, compared to $0.51 for the same period in 2023 [139]. - Net income for the nine months ended September 30, 2024, was $12,491,000, down from $16,405,000 in the same period of 2023, with earnings per share decreasing from $2.03 to $1.55 [151]. - Other income for Q3 2024 totaled $2,295,000, slightly down from $2,306,000 in Q3 2023, primarily due to a decrease in life insurance earnings [145]. - Other income increased to $6.5 million for the nine months ended September 30, 2024, up 8.4% from $6.0 million in 2023, driven by higher service charges and gains on sales of securities [156]. Asset and Loan Growth - Total assets increased to $2.280 billion as of September 30, 2024, from $2.201 billion as of December 31, 2023, primarily due to a $71.5 million increase in gross loans outstanding [115]. - Loans receivable totaled $1.656 billion at September 30, 2024, reflecting a $71.8 million increase from $1.585 billion at December 31, 2023, driven by increases in commercial real estate, residential real estate, and consumer loans [117]. - Average loans increased by $62,447,000 during the three months ended September 30, 2024, while average loans rose by $78.9 million during the nine months ended September 30, 2024 [142][154]. Credit Quality - The allowance for credit losses was $18.699 million as of September 30, 2024, representing 1.12% of total loans, a slight decrease from $18.968 million or 1.18% at December 31, 2023 [118]. - Non-performing loans totaled $7.888 million or 0.47% of total loans at September 30, 2024, compared to $7.622 million or 0.48% at December 31, 2023 [119]. - The provision for credit losses was $1,345,000 for Q3 2024, up from $882,000 in Q3 2023, with a net charge-off of $323,000 compared to $2,349,000 in the prior year [144]. - The allowance for credit losses related to loans receivable was 1.12% of loans receivable as of September 30, 2024, representing 237% of non-performing loans [144]. Capital and Liquidity - Total stockholders' equity increased to $195.7 million as of September 30, 2024, from $181.1 million at December 31, 2023, due to net income and an increase in the fair value of securities [125]. - The Company maintained total liquidity of $479.8 million as of September 30, 2024, representing 21.0% of total assets, slightly down from 21.5% as of December 31, 2023 [132]. - The maximum borrowing capacity with the Federal Home Loan Bank was approximately $678.03 million as of September 30, 2024, with $84.96 million outstanding [134]. - The Company is in compliance with all applicable regulatory capital requirements as of September 30, 2024 [130]. Interest Income and Expense - Net interest income on a fully taxable equivalent basis for the three months ended September 30, 2024 was $16,138,000, an increase of $914,000 from the comparable period in 2023 [141]. - Total interest income for the three months ended September 30, 2024 was $28,694,000, with a yield on average earning assets of 5.31%, compared to $24,693,000 and 4.73% for the same period in 2023 [142]. - Interest expense for the three months ended September 30, 2024 totaled $12,556,000, at an average cost of 3.09%, compared to $9,469,000 at 2.47% for the same period in 2023 [143]. - The net interest margin for the nine months ended September 30, 2024, was 2.87%, down from 3.10% in the same period of 2023 [153]. Tax Expense - Income tax expense for Q3 2024 was $1,006,000, with an effective tax rate of 20.7%, compared to $1,068,000 and 20.6% in Q3 2023 [147]. - Income tax expense totaled $3,308,000 for an effective tax rate of 20.9% for the nine months ended September 30, 2024, compared to $4,289,000 at a rate of 20.7% for the same period in 2023 [158].

Financial Performance - Net income for Q3 2024 was $3.8 million, a decrease of $275 thousand compared to Q3 2023[2] - Net income for the three months ended September 30, 2024, was $3,844,000, down from $4,119,000 in the same period of 2023, indicating a decrease of 6.7%[16] - Basic earnings per share for the three months ended September 30, 2024, were $0.48, down from $0.51 in the same period of 2023[17] - Basic earnings per share decreased to $0.48 from $0.51 a year ago, reflecting a decline of 5.88%[19] Asset Growth - Total assets as of September 30, 2024, were $2.280 billion, up from $2.180 billion a year earlier[4] - Total assets increased to $2,279,751 thousand as of September 30, 2024, up from $2,201,079 thousand a year earlier, representing a growth of 3.55%[18] - Total assets amounted to $2,236,466, a slight decrease from $2,246,713[21] Loan Performance - Loans grew at an annualized rate of 8% during Q3 2024, with loans receivable totaling $1.675 billion[4] - Total loans receivable increased to $1,675,139,000 as of September 30, 2024, from $1,610,069,000 a year earlier[17] - Net loans receivable rose to $1,656,440 thousand, compared to $1,594,983 thousand in the same quarter last year, reflecting an increase of 3.86%[18] - Non-performing loans to total loans ratio was 0.47% as of September 30, 2024, down from 0.65% a year earlier[17] - Non-performing loans to total loans remained stable at 0.47%[20] Income and Interest Metrics - Net interest margin (fully taxable equivalent) increased to 2.99% in Q3 2024 from 2.92% in Q3 2023[5] - Net interest income for the three months ended September 30, 2024, was $15,931,000, compared to $15,039,000 for the same period in 2023, reflecting an increase of 5.9%[16] - Total interest income increased to $28,487,000 for the three months ended September 30, 2024, from $24,508,000 in the same period of 2023, representing a growth of 16.1%[16] - Total interest income for the quarter was $28,487 thousand, up from $24,508 thousand in the same quarter last year, marking a year-over-year increase of 16.06%[19] - Net interest margin (FTE) improved to 2.99% from 2.80%[21] Expenses and Allowances - Operating expenses increased to $12.0 million in Q3 2024, up $755 thousand from Q3 2023[8] - Total other expenses increased to $12,031 thousand from $11,276 thousand a year ago, reflecting a rise of 6.69%[19] - The allowance for credit losses was $18,699,000 as of September 30, 2024, compared to $16,086,000 as of September 30, 2023[17] - The allowance for credit losses was $18,699 thousand, slightly up from $16,086 thousand a year ago, indicating a year-over-year increase of 16.27%[18] - Allowance for credit losses to total loans was 1.12%, slightly up from 1.11%[20] Equity and Capital - The capital base remains above "Well-Capitalized" targets, with stockholders' equity at $195.7 million[4] - Total stockholders' equity increased to $189,135 from $179,494[21] Returns - The annualized return on average assets for the nine months ended September 30, 2024, was 0.75%[3] - The return on average assets for the three months ended September 30, 2024, was 0.68%, compared to 0.76% for the same period in 2023[17] - Return on average assets (annualized) was 0.68%, down from 0.80%[20] - The annualized return on average tangible equity for the nine months ended September 30, 2024, was 10.82%[3] - Return on average equity (annualized) decreased to 8.09% from 9.79%[20] Other Income - Other income for Q3 2024 remained stable at $2.3 million, compared to the same period in 2023[7] - Other income totaled $2,295 thousand, compared to $2,306 thousand in the same quarter last year, showing a slight decrease of 0.48%[19] - The company reported a release of provision for credit losses of $1,345 thousand, compared to a provision of $882 thousand in the same quarter last year, indicating improved credit quality[19]

Core Insights - Norwood Financial Corp reported a net income of $3.8 million for the three months ended September 30, 2024, which is a decrease of $275 thousand compared to the same period last year [2] - The annualized return on average assets was 0.68% and the return on average tangible equity was 9.58% for the same period [2] - Total assets increased to $2.280 billion as of September 30, 2024, compared to $2.180 billion a year earlier [4] Financial Performance - Net interest income for the three months ended September 30, 2024, was $16.1 million, an increase of $914 thousand from the same period in 2023 [5] - The net interest margin (fully taxable equivalent) for the quarter was 2.99%, up from 2.92% in the prior year [5] - For the nine months ended September 30, 2024, net income was $12.5 million, down $3.9 million from the same period in 2023 [3] Loan and Deposit Growth - Loans grew at an annualized rate of 8% during the third quarter [1] - Total deposits reached $1.855 billion as of September 30, 2024, compared to $1.747 billion a year earlier [4][19] - The allowance for credit losses was $18.7 million, up from $16.1 million in the previous year [19] Operating Expenses - Other expenses for the three months ended September 30, 2024, totaled $12.0 million, an increase of $755 thousand from the same period in 2023 [8] - The increase in operating expenses was primarily due to higher salaries and benefits, professional fees, and data processing costs [8] Capital and Credit Quality - The capital base remains above "Well-Capitalized" targets, with stockholders' equity at $195.7 million as of September 30, 2024 [4][19] - Credit quality metrics remained strong, with nonperforming loans to total loans at 0.47% [17]

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended June 30, 2024 of $4,213,000, which was $2,290,000 lower than the same three-month period of last year. The decrease includes a $717,000 decrease in net interest income, a $424,000 increase in total other income, a $506,000 increase in total other expens ...