false 0001013272 0001013272 2025-02-18 2025-02-18

 

 

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) February 18, 2025

 

 

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)

  

(IRS Employer

Identification No.)

 

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:

 

☐

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 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

NORWOOD FINANCIAL CORP

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 - Corporate Governance and Management

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2025, Norwood Financial Corp (the “Company”) announced that Susan Campfield retired from the Board of Directors of the Company and its wholly-owned subsidiary, Wayne Bank. A copy of the press release dated February 18, 2025, announcing the retirement is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

The following exhibits are furnished with this report.

 

Number

   

Description

99.1    Press Release dated February 18, 2025.
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: February 18, 2025     By:  

/s/ James O. Donnelly

     

James O. Donnelly

President and Chief Executive Officer

(Duly Authorized Representative)

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

SUSAN CAMPFIELD TO RETIRE AS DIRECTOR

OF NORWOOD FINANCIAL CORP AND WAYNE BANK

Honesdale, Pennsylvania – February 18, 2025 – Susan Campfield has announced her retirement from the Board of Directors of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, effective February 18, 2025.

After serving the companies for 19 years, Campfield announced her retirement stating, “I have enjoyed supporting this great bank and all of the good it has done and is doing in the communities that we serve. It has been one of the real honors of my professional life.”

Campfield joined the Board of Directors in 2006 as a fixture in the Wayne County, Pennsylvania business community. For over 33 years, she served as President and Chief Executive Officer of Gumble Brothers, Inc., a building material supplier located in Paupack, Pennsylvania. In her role, Campfield worked with numerous contractors and builders, which gave her an extensive knowledge of the local construction market. She brought expertise on the local economy and business opportunities for the bank during her time as Director.

Norwood Financial Corp is the parent company of Wayne Bank, which operates from thirty offices throughout Northeastern Pennsylvania and Upstate New York, including those offices operating under the Bank of Cooperstown and Bank of the Finger Lakes brands. The Company’s stock trades on the Nasdaq Global 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, 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.

Contact: John M. McCaffery

  Executive Vice President &

  Chief Financial Officer

  NORWOOD FINANCIAL CORP

  272-304-3003

  www.waynebank.com

v3.25.0.1
Document and Entity Information
Feb. 18, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001013272
Document Type 8-K
Document Period End Date Feb. 18, 2025
Entity Registrant Name NORWOOD FINANCIAL CORP
Entity Incorporation State Country Code PA
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 PA
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
Security 12b Title Common Stock, par value $0.10 per share
Trading Symbol NWFL
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Norwood Financial (NASDAQ:NWFL)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025 Plus de graphiques de la Bourse Norwood Financial
Norwood Financial (NASDAQ:NWFL)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025 Plus de graphiques de la Bourse Norwood Financial