false 0001013272 0001013272 2023-07-13 2023-07-13

 

 

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 13, 2023

 

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7 - Regulation FD

 

Item 7.01

Regulation FD Disclosure.

On July 13, 2023, Norwood Financial Corp (the “Company”) issued a press release announcing that the Company has been included in the Russell 3000® Index as part of the 2023 Russel U.S. Indexes annual reconstitution. A copy of the press release is furnished with this report as exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

The following exhibits are furnished with this report.

 

Number

   

Description

99.1    Press Release, dated July 13, 2023.
104    The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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 13, 2023     By:  

/s/ William S. Lance

      William S. Lance
      Executive Vice President and Chief Financial Officer
(Duly Authorized Representative)

Exhibit 99.1

Norwood Financial Corp Rejoins Russell 3000® Index

HONESDALE, PENNSYLVANIA – JULY 13, 2023

Jim Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market – NWFL) and its subsidiary, Wayne Bank, is pleased to announce that the Company has been included in the Russell 3000® Index, as part of the 2023 Russel U.S. Indexes annual reconstitution. The Russell 3000® Index encompasses and tracks the performance of the 3,000 largest traded U.S. stocks, based on market capitalization.

“Norwood Financial Corp is honored to be a part of the Russell 3000 Index, alongside some of the top performing companies in the U.S. This distinguished designation shows our commitment to our shareholders and is a testament to our strong capital position and credit quality metrics. This inclusion will continue to drive awareness of Norwood Financial Corp as an appealing investment as we continue to execute our strategic plans for growth,” stated Mr. Donnelly.

The Russell 3000 Index is comprised of the large-cap Russell 1000 and the small-cap Russell 2000 index. The top 1,000 companies having the highest market capitalization make up the Russell 1000, while the next largest 2,000 make up the Russell 2000.

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. As of March 31, 2023, Norwood had total assets of $2.104 billion, loans outstanding of $1.536 billion, total deposits of $1.756 billion and total capital of $176.4 million. The Company’s stock is traded on the Nasdaq Global Market under the symbol “NWFL”.

Forward-Looking Statements.

The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of risks and uncertainties which may cause actual results to differ materially from those currently anticipated, and therefore readers should not place undue reliance on any forward-looking statements. Those risks and uncertainties include, but are not limited to, our ability to pay or increase cash dividends in the future, the continued financial strength, solid performance and strong capital position of the Company, changes in federal and state laws, changes in the absolute and relative levels of interest rates, the impact of the COVID-19 pandemic on the Company’s results of operation and financial condition, the ability to control costs and expenses, demand for real estate, costs associated with cybercrime, general economic conditions and the effectiveness of governmental responses thereto. Norwood Financial Corp does not undertake and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

 

CONTACT:     Kristen Lancia
   Vice President and Marketing Manager
   NORWOOD FINANCIAL CORP
   (570) 253-8594
   www.wayne.bank

###

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Document and Entity Information
Jul. 13, 2023
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Entity Central Index Key 0001013272
Document Type 8-K
Document Period End Date Jul. 13, 2023
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
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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
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