NWFL on Nasdaq

NORWOOD FINANCIAL CORP

American state commercial bank, incorporated in Pennsylvania1

In its 2026 annual report the company says: “The Company is a registered bank holding company subject to regulation and supervision by the Board of Governors of the Federal Reserve System. The Company’s ratio of average equity to average assets was 9.59%, 8.26%, and 8.14% for fiscal years 2025, 2024 and 2023, respectively.”4 It is headquartered in Honesdale, Pennsylvania.1 Its shares trade on Nasdaq under the symbol NWFL.1

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Last updated Oct 20, 2026.

Overview

Compare with CITIZENS FINANCIAL SERVICES INC, Business First Bancshares, Inc. or Metropolitan Bank Holding Corp., or pick any stock.

  • TickerNWFL on Nasdaq1
  • IndustryState Commercial Banks1
  • HeadquartersHonesdale, Pennsylvania1
  • Incorporated inPA2
  • Business address717 Main St, Po Box 269, Honesdale, Pa 184312
  • Filer categoryAccelerated filer, Smaller reporting company2

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Norwood Financial Corp (the “Company”), a Pennsylvania corporation, was incorporated in 1995 to become the holding company for Wayne Bank (the “Bank”). The Company is a registered bank holding company subject to regulation and supervision by the Board of Governors of the Federal Reserve System (“Federal Reserve”). As of December 31, 2025, the Company had total consolidated assets of $2.425 billion, consolidated deposits of $2.183 billion, and consolidated stockholders’ equity of $242.2 million. The Company’s ratio of average equity to average assets was 9.59%, 8.26%, and 8.14% for fiscal years 2025, 2024 and 2023, respectively.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

347.0%Net margin5
8.1%Revenue growth, 20255
11.5%Return on equity5
$29.2MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Overdraft Fees brought in 24% of the revenue NORWOOD FINANCIAL CORP broke down this way in fiscal 2025.

  1. Overdraft Fees$1.6M524%up 10% from 2024
  2. Fiduciary Activities$1.0M516%up 10% from 2024
  3. Fiduciary and Trust$1.0M516%up 10% from 2024
  4. Loan Related Service Fees$768.0K512%up 11% from 2024
  5. Financial Service, Other$749.0K511%up 20% from 2024
  6. Commissions On Mutual Funds And Annuities$708.0K511%up 74% from 2024
  7. Deposit Account$470.0K57%up 4% from 2024
  8. Atm Fees$242.0K54%down 43% from 2024
  9. Safe Deposit Box Rental$89.0K51%up 1% from 2024
Products and services by year
Products and services20242025
Overdraft Fees$1.4M$1.6M
Fiduciary Activities$943.0K$1.0M
Fiduciary and Trust$943.0K$1.0M
Loan Related Service Fees$690.0K$768.0K
Financial Service, Other$626.0K$749.0K
Commissions On Mutual Funds And Annuities$407.0K$708.0K
Deposit Account$453.0K$470.0K
Atm Fees$424.0K$242.0K
Safe Deposit Box Rental$88.0K$89.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Income tax21¢$7.3M
  • Profit79¢$27.8M

Out of $8.0M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Capital spending14¢$4.7M
  • Dividends paid34¢$11.5M
  • Share buybacks1¢$361.0K
  • Kept or used elsewhere51¢$17.4M

Out of $34.0M of cash from operations.5

Financial statements

Revenue6789105$8.0M in 2025+47% since 2019
0$2.5M$5.0M$7.5M$10.0M2019: $5.4M$5.4M20192020: $6.2M$6.2M2020+14%2021: $7.0M$7.0M2021+13%2022: $8.8M$8.8M2022+25%2023: $7.1M$7.1M2023−19%2024: $7.4M$7.4M2024+4%2025: $8.0M$8.0M2025+8%
Net income6789105$27.8M in 2025+95% since 2019
-$10.0M0$10.0M$20.0M$30.0M2019: $14.2M$14.2M20192020: $15.1M$15.1M2020+6%2021: $24.9M$24.9M2021+65%2022: $29.2M$29.2M2022+17%2023: $16.8M$16.8M2023−43%2024: -$160.0K-$160.0K20242025: $27.8M$27.8M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Loans receivable, including fees$109.9M$99.4M
Securities: Taxable$14.6M$8.9M
Securities: Tax exempt$991.0K$1.5M
Interest-bearing deposits with banks$1.1M$2.8M
Total interest income$126.5M$112.6M
Deposits$43.7M$42.3M
Short-term borrowings$798.0K$1.4M
Other borrowings$3.7M$6.7M
Total Interest Expense$48.2M$50.4M
Net Interest Income$78.3M$62.2M
Provision for credit losses$1.9M$2.5M
(Release of) provision for off balance sheet commitments-$156.0K$127.0K
Total Provision for credit losses$1.8M$2.7M
Net Interest Income After Provision for Credit Losses$76.6M$59.5M
Other income$8.0M$7.4M
Net realized losses on sales of securities-$20.0M
Net gain on sale of loans$326.0K$195.0K
Net gain on sale of foreclosed real estate owned$32.0K
Earnings and proceeds on life insurance policies$1.1M$1.1M
Other$749.0K$626.0K
Total Other Income (Loss)$9.6M-$11.2M
Salaries and employee benefits$26.9M$25.0M
Occupancy$4.1M$3.9M
Furniture and equipment$1.4M$1.1M
Data processing and related operations$4.6M$4.5M
Federal Deposit Insurance Corporation insurance assessment$1.6M$1.3M
Advertising$742.0K$930.0K
Professional fees$1.9M$2.2M
Postage and telephone$1.3M$1.1M
Taxes, other than income$770.0K$615.0K
Foreclosed real estate$142.0K$54.0K
Amortization of intangible assets$54.0K$69.0K
Merger$1.2M
Other$6.5M$7.8M
Total Other Expenses$51.1M$48.6M
Income (loss) before Income Taxes$35.0M-$258.0K
INCOME TAX EXPENSE (BENEFIT)$7.3M-$98.0K
Net income (loss)$27.8M-$160.0K
BASIC EARNINGS (LOSS) PER SHARE$3.01-$0.02
DILUTED EARNINGS (LOSS) PER SHARE$3.01-$0.02

Compare NORWOOD FINANCIAL CORP with another company

Corporate structure

NORWOOD FINANCIAL CORP sits at the top of its group. 5 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of NORWOOD FINANCIAL CORP

  • Wellington Management Company Filed SCHEDULE 13G/A on NORWOOD FINANCIAL CORP, latest Aug 13, 2026 (4 filings since Feb 10, 2025)
  • Bay Pond Partners, L.P. Filed SCHEDULE 13G/A on NORWOOD FINANCIAL CORP, latest Feb 10, 2026 (2 filings since Dec 4, 2025)
  • NORWOOD FINANCIAL CORP Honesdale, Pennsylvania
    • Norwood Investment Corp. Subsidiary · Pennsylvania, United States
    • Wayne Bank Subsidiary · Pennsylvania, United States
    • WCB Realty Corp. Subsidiary · Pennsylvania, United States
    • WTRO Properties, Inc. Subsidiary · Pennsylvania, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What NORWOOD FINANCIAL CORP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$45.9M5 Dec 31, 2025$41.3M5 Dec 31, 2024+11.3%
Accumulated depreciation$22.9M5 Dec 31, 2025$21.6M5 Dec 31, 2024+6.2%
Property and equipment, net$23.0M5 Dec 31, 2025$19.7M5 Dec 31, 2024+16.9%
Operating-lease assets (leased space)$3.3M5 Dec 31, 2025$3.8M5 Dec 31, 2024−12.6%

Investments

ItemLatestA year beforeChange
Debt securities available for sale$408.8M5 Dec 31, 2025$397.8M5 Dec 31, 2024+2.7%
Loans, net of allowance$1.8B5 Dec 31, 2025$1.7B5 Dec 31, 2024+8.3%
Deposits held (banks)$2.1B5 Dec 31, 2025$1.9B5 Dec 31, 2024+11.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$29.3M5 Dec 31, 2025$29.3M5 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$98.0K5 Dec 31, 2025$152.0K5 Dec 31, 2024−35.5%
Accumulated amortization$1.7M5 Dec 31, 2025$1.6M5 Dec 31, 2024+3.4%
Finite-lived intangibles, net$98.0K5 Dec 31, 2025$152.0K10 Dec 31, 2024−35.5%

Properties, in its own words

The Bank operates from its main office located at 717 Main Street, Honesdale, Pennsylvania and twenty-eight additional branch offices in Northeastern Pennsylvania and upstate New York. The Bank’s total investment in office property and equipment is $45.9 million with a net book value of $23.0 million as of December 31, 2025. The Bank currently operates automated teller machines at all of its community office facilities, as well as one off-site ATM. The Bank leases eight of its locations.

Item 2 of the 10-K filed Mar 13, 2026.4

Leadership

Who has led NORWOOD FINANCIAL CORP, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Lewis J. Critelli2010–2021
  2. James O. Donnelly2022–now

Chair

  1. Russell L. Ridd2006–2007
  2. John E. Marshall2007–2016
  3. Lewis J. Critelli2022

President

  1. Lewis J. Critelli2010–2021
  2. James O. Donnelly2022–now

Chief financial officer

  1. Lewis J. Critelli2006–2010
  2. William S. Lance2010–2023
  3. John Martin McCaffery Jr.2024–now

Chief operating officer

  1. Robert J. Mancuso2017–2024
  2. Janak M. Amin2026–now
2010201520202025
Board members and other officers (30)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Norwood Investment Corp. Pennsylvania3
  • WCB Realty Corp. Pennsylvania3
  • WTRO Properties, Inc. Pennsylvania3
  • Wayne Bank Pennsylvania3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 16, 20268-K Other events52
  2. Aug 28, 20268-K Other events53
  3. Jul 27, 20268-K Regulation FD disclosure54
  4. Jul 22, 20268-K Results of operations; Regulation FD disclosure55
  5. Jun 18, 20268-K Regulation FD disclosure56
  6. Jun 18, 20268-K Other events57
  7. May 4, 20268-K Shareholder vote58
  8. Apr 28, 20268-K Regulation FD disclosure59
  9. Apr 27, 20268-K Results of operations; Regulation FD disclosure60
  10. Mar 12, 20268-K Financial statements and exhibits61
  11. Jan 22, 20268-K Results of operations; Regulation FD disclosure62
  12. Jan 12, 20268-K Results of operations63
  13. May 10, 2022New chief executive James O. Donnelly becomes CEO13
  14. Nov 8, 2010New chief executive Lewis J. Critelli becomes CEO14

Calendar

Coming up

  1. Oct 27, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.94 a share, on Oct 22, 2025.64

When it reported results

  1. Jul 22, 2026Reported quarterly or annual results55
  2. Apr 27, 2026Reported quarterly or annual results60
  3. Jan 22, 2026Reported quarterly or annual results62
  4. Jan 12, 2026Reported quarterly or annual results63
  5. Oct 22, 2025Reported quarterly or annual results65
  6. Oct 14, 2025Reported quarterly or annual results66
  7. Jul 23, 2025Reported quarterly or annual results67
  8. Apr 17, 2025Reported quarterly or annual results68

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

453 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 85 major events, 300 insider forms, 7 large holders, 40 other. The latest 20:

  1. Oct 14, 20264 EDGAR
  2. Oct 14, 20264 EDGAR
  3. Oct 14, 20264 EDGAR
  4. Oct 14, 20264 EDGAR
  5. Oct 14, 20264 EDGAR
  6. Oct 14, 20264 EDGAR
  7. Oct 14, 20264 EDGAR
  8. Oct 14, 20264 EDGAR
  9. Oct 14, 20264 EDGAR
  10. Oct 14, 20264 EDGAR
  11. Oct 14, 20264 EDGAR
  12. Oct 14, 20264 EDGAR
  13. Oct 1, 20263 EDGAR
  14. Oct 1, 20263 EDGAR
  15. Oct 1, 20263 EDGAR
  16. Oct 1, 20263 EDGAR
  17. Sep 16, 20268-K EDGAR
  18. Sep 11, 20264 EDGAR
  19. Sep 11, 20264 EDGAR
  20. Sep 11, 20264 EDGAR

The 453 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

80 open-market trades by officers, directors and large owners since October 2021: 59 buys and 21 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2026O'Bell VincentEVP & Chief Lending OfficerSale3,000$34.52$103.6KForm 4
Jul 28, 2026Shook JamesDirectorBuy3,100$34.55$107.1KForm 4
May 26, 2026Schmalzle Ronald RDirectorBuy700$30.19$21.1KForm 4
May 12, 2026FORTE ANDREWDirectorBuy270$29.58$8.0KForm 4
May 5, 2026Carroll Joseph WDirectorBuy672$29.45$19.8KForm 4
May 1, 2026Carroll Joseph WDirectorBuy180$29.61$5.3KForm 4
Apr 30, 2026Shook JamesDirectorBuy375$29.06$10.9KForm 4
Apr 30, 2026McCaffery John Martin JREVP & CFOBuy1,000$29.44$29.4KForm 4
Apr 29, 2026Donnelly James OPresident & CEOBuy100$29.06$2.9KForm 4
Jan 28, 2026Carroll Joseph WDirectorBuy4,000$28.14$112.5KForm 4
Jan 28, 2026Shook JamesDirectorBuy3,500$28.80$100.8KForm 4
Jan 27, 2026Carroll Joseph WDirectorBuy2,000$27.91$55.8KForm 4
Jan 27, 2026Donnelly James OPresident & CEOBuy200$28.15$5.6KForm 4
Oct 31, 2025PHILLIPS KENNETH ADirectorBuy150$26.43$4.0KForm 4
Oct 27, 2025Shook JamesDirectorBuy3,800$26.71$101.5KForm 4
Aug 6, 2025Donnelly James OPresident & CEOBuy200$23.90$4.8KForm 4
Aug 5, 2025Schmalzle Ronald RDirectorBuy600$24.35$14.6KForm 4
Aug 5, 2025Schmalzle Ronald RDirectorBuy600$24.35$14.6KForm 4
Aug 1, 2025McCaffery John Martin JREVP & CFOBuy500$24.10$12.1KForm 4
Jul 29, 2025FORTE ANDREWDirectorBuy400$24.57$9.8KForm 4

All 80 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025James O. Donnelly58$605.0K$1.0M71
2025John M. McCaffery61$350.2K$585.7K71
2025John F. Carmody56$260.0K$455.5K71
2024President and$538.0K$874.7K71
2024Executive VicePresident,$235.3K$366.2K71

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.776,358$25.0M0.0%+115,675
Wellington Management Group Llp567,505$18.2M0.0%−183,286
Vanguard Capital Management LLC441,759$14.2M0.0%+13,701
Geode Capital Management, LLC258,159$8.3M0.0%+20,744
Manufacturers Life Insurance Company, The174,278$5.6M0.0%−783
Bulldog Investors, LLP170,000$5.5M1.2%No change
Cornerstone Wealth Group, LLC166,585$5.4M0.3%No change
Dimensional Fund Advisors LP166,006$5.3M0.0%+10,098
State Street Corp155,948$5.0M0.0%+14,280
Raymond James Financial Inc97,899$3.1M0.0%−447
Cetera Investment Advisers95,308$3.1M0.0%+33,380
Northern Trust Corp81,233$2.6M0.0%+1,856
Vanguard Portfolio Management LLC69,055$2.2M0.0%+11,832
Marshall Wace, Llp65,738$2.1M0.0%+24,579
Renaissance Technologies LLC65,557$2.1M0.0%+31
Vanguard Fiduciary Trust Co64,876$2.1M0.0%−1,900
Segall Bryant & Hamill, LLC59,624$1.9M0.0%+3,869
Stonebridge Financial Group, LLC57,261$1.8M0.1%+33
Commonwealth Equity Services, LLC46,734$1.5M0.0%−2,173
Bank of New York Mellon Corp40,076$1.3M0.0%+1,948
Connor, Clark & Lunn Investment Management Ltd.39,849$1.3M0.0%+6,641
Qube Research & Technologies Ltd37,891$1.2M0.0%+26,691
Citadel Advisors LLC34,389$1.1M0.0%+24,566
Los Angeles Capital Management LLC33,893$1.1M0.0%−2,881
Charles Schwab Investment Management Inc32,071$1.0M0.0%+3,395

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How NORWOOD FINANCIAL CORP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNORWOOD FINANCIAL CORP1
  • CIK0001013272
  • Employer ID (EIN)23-28283064
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inPennsylvania4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6022 State Commercial Banks1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address717 Main St, Po Box 269, Honesdale, PA 184311
  • Phone570-253-85001
  • Shares outstanding10,902,074 as of Aug 1, 202612
  • Public float$218.8M as of Jun 30, 20254
  • AuditorS.R. Snodgrass, P.C, Cranberry Township, Pennsylvania PCAOB ID 74; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceAug 9, 19961
  • Filings1,422 in all: 4 (781), 8-K (288), 10-Q (92), 5 (32), DEF 14A (29), 10-K (27), 3 (26), SC 13G/A (23)1
    All 35 form types

    4/A (14), 425 (14), ARS (14), 13F-HR (10), 8-K/A (7), DEFA14A (7), CORRESP (5), S-8 (5), 10-Q/A (4), 424B3 (4), EFFECT (4), S-4 (4), S-4/A (4), SC 13G (4), SCHEDULE 13G/A (4), UPLOAD (4), 10-K405 (3), 424B5 (2), S-8 POS (2), SCHEDULE 13G (2), 10-K/A (1), 144 (1), DEFM14A (1), FWP (1), PRE 14A (1), S-3 (1), S-3/A (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Mar 25, 2026
    Latest 8-K (8-K) Sep 16, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $.10 par valueNWFLThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

Legal proceedings

On February 20, 2024, the Company was notified of a Complaint (the “Complaint”) entitled Ian Werkmeister vs. Wayne Bank, filed on February 12, 2024 in the United States District Court for the Middle District of Pennsylvania seeking class action status. The Plaintiff is seeking monetary recovery and other relief on behalf of themselves and one or more putative classes of other individuals similarly situated. The Complaint arises out of a widely reported data security incident involving MOVEit, a file sharing software used globally by government agencies, enterprise corporations, and financial institutions. In October of 2023, Wayne Bank was notified by its third-party information service provider of a cyber-incident that involved unauthorized access to Wayne Bank customer information in one of the vendor’s file transfer applications. The incident involved vulnerabilities discovered in MOVEit Transfer, a file transfer software used by the Bank’s vendor to support services provided by the vendor to Wayne Bank and its related institutions. MOVEit is a commonly used secure Managed File Transfer software, which supports file transfer activities used by thousands of organizations around the world, including government agencies and major financial firms. The vulnerability discovered in MOVEit did not involve any of Wayne Bank’s internal systems and did not impact the Bank’s ability to service its customers.

The opening of Item 3, Legal Proceedings.4

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