NWFL Norwood Financial Corporation

The 153rd Annual Meeting of Shareholders of Norwood Financial Corp (Nasdaq-NWFL), parent company of Wayne Bank, was held in person on Tuesday, April 23, 2024, at 6th & River, Honesdale, Pennsylvania.

Matters presented to, and approved by, stockholders were the re-election of company directors Lewis J. Critelli, James O. Donnelly, and Meg L. Hungerford, the ratification of S.R. Snodgrass, P.C., as the Company’s independent auditors for the fiscal year ending December 31, 2024, and the approval of the Norwood Financial Corp 2024 Equity Incentive Plan. The Annual Meeting also included presentations to shareholders from President and Chief Executive Officer, James O. Donnelly and Executive Vice President and Chief Financial Officer, William S. Lance.

Chairman Lewis J. Critelli welcomed shareholders and introduced the Directors present at the meeting. He then turned the meeting over to Mr. Donnelly, who conducted the formal business portion of the meeting.

Mr. Lance provided shareholders with a detailed report of the Company’s financial results for the 2023 fiscal year. Among the highlights of the Company’s performance in 2023 cited by Mr. Lance, was loan growth of 8.8%, deposit growth of 3.9%, and an increase in cash dividends paid to shareholders.

Mr. Donnelly’s address included the results for the first quarter of 2024 and a summary of the opportunities in many of the Company’s markets. Mr. Donnelly noted first quarter earnings were $4.4 million, earnings per share (diluted) were $0.55 per share, total loans increased 4.5% annualized, total deposits increased 9.8% annualized, and the net interest margin was 2.79%. As of March 31, 2024, the Company had total assets of $2.3 billion, total loans outstanding of $1.6 billion, deposits of $1.8 billion, and stockholders’ equity of $181.2 million.

Norwood Financial Corp, through its subsidiary Wayne Bank, operates fourteen offices in Northeastern Pennsylvania and fifteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock is traded on the Nasdaq Market, under the symbol, “NWFL”.

Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, “bode”, “future performance” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include 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.

Contact:

William S. Lance Executive Vice President & Chief Financial Officer NORWOOD FINANCIAL CORP 570-253-8505 www.waynebank.com