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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 |
||
| 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
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