NORWOOD FINANCIAL CORP

Note 2 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 (included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024) lists significant accounting policies used in the development and presentation of its financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables andother qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, and the determination of goodwill impairment. Please refer to the discussion of the allowance for credit losses calculation under “Changes in Financial Condition - Loans” below.

In connection with the acquisition of North Penn in 2011, we recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. In connection with the acquisition of Delaware in 2016, we recorded goodwill in the amount of $1.6 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. In connection with the acquisition of UpState New York

Bancorp, Inc. in July 2020, we recorded goodwill in the amount of $17.9 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. Goodwill is tested annually and deemed impaired when the carrying value of goodwill exceeds its implied fair value.

Changes in Financial Condition

General

Total assets as of September 30, 2025 were $2.412 billion compared to $2.317 billion as of December 31, 2024. The increase was due primarily to a $101.0 million increase in gross loans outstanding.

Other Assets

Other assets as of September 30, 2025 were $9.6 million compared to $18.2 million as of December 31, 2024. The decrease was primarily due to the movement of $7.2 million in prepaid dealer fees from other assets to loans receivable.

Securities

The fair value of securities available for sale as of September 30, 2025 was $404.0 million compared to $397.8 million as of December 31, 2024.

The Company has securities in an unrealized loss position. In Management’s opinion the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities. The Company did not recognize any credit losses on these available for sale debt securities for the nine months ended September 30, 2025. The Company does not intend to sell the securities and it is more likely than not that it will not have to sell the securities before recovery of its cost basis.

Loans

Loans receivable totaled $1.795 billion at September 30, 2025 compared to $1.694 billion as of December 31, 2024, due primarily to organic growth. The $101.0 million increase in net loans receivable during the nine months ended September 30, 2025, was due primarily to a $20.7 million increase in commercial real estate loans, a $11.5 million increase in commercial loans, a $39.1 million increase in consumer loans, a $27.2 million increase in construction loans, and a $3.2 million increase in residential loans, and agricultural loans, net.

The allowance for credit losses totaled $19.9 million as of September 30, 2025, and represented 1.10% of total loans outstanding, compared to $19.8 million, or 1.16% of total loans outstanding, at December 31, 2024. The Company had net charge-offs for the nine months ended September 30, 2025 of $1.3 million, compared to $1.2 million in the corresponding period in 2024. The Company’s management assesses the adequacy of the allowance for credit losses on a quarterly basis. Based on management’s best judgement, the qualitative factors are applied to the final adjusted loss rate each quarter. Management considers the allowance for credit losses adequate at September 30, 2025 based on the Company’s criteria. However, there can be no assurance that the allowance for credit losses will be adequate to cover significant losses, if any, which might be incurred in the future.

As of September 30, 2025, non-performing loans totaled $6.6 million or 0.36% of total loans compared to $7.9 million, or 0.46%, of total loans at December 31, 2024. At September 30, 2025, non-performing assets totaled $7.4 million, or 0.31%, of total assets, compared to $7.9 million, or 0.34%, of total assets at December 31, 2024.

The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:

Deposits

During the nine-months ended September 30, 2025, total deposits increased $214.8 million due primarily to a $105.3 million increase in interest-bearing demand deposits, a $69.4 million increase in certificates of deposit, and a $40.0 million increase in all other deposit categories, net.

The following table sets forth deposit balances as of the dates indicated:

Borrowings

The Company had no short-term borrowings at September 30, 2025, compared to $113.1 million at December 31, 2024, due primarily to a decrease in overnight borrowings, which was a result of the overall growth in deposits.

Other borrowings as of September 30, 2025, were $72.1 million compared to $101.8 million as of December 31, 2024. Federal Reserve Bank borrowings decreased $20.0 million during nine-months ended September 30, 2025, while Federal Home Loan Bank borrowings decreased $9.7 million during the nine-months ended September 30, 2025.

Other borrowings consisted of the following:

Stockholders’ Equity and Capital Ratios

As of September 30, 2025, total stockholders’ equity was $234.9 million, compared to $213.5 million as of December 31, 2024. Total stockholders’ equity increased $20.3 million as of September 30, 2025, due to net income for the nine months ended September 30, 2025, of $20.3 million and a $9.4 million increase in the fair value of securities in the available-for-sale portfolio, offset partially by $8.6 million of dividends declared, net of tax. Because of interest rate volatility, the Company’s accumulated other comprehensive income could materially fluctuate for each interim and year-end period.

Regulatory Capital Requirements. The Federal Reserve has adopted regulatory capital rules pursuant to which it assesses the adequacy of capital in examining and supervising a bank holding company and in analyzing applications to it under the Bank Holding Company Act (“BHCA”). The Federal Reserve’s capital rules are similar to those imposed on the Bank by the FDIC. The Federal Reserve’s Small Bank Holding Company Policy Statement, however, exempts from the regulatory capital requirements bank holding companies with less than $3.0 billion in consolidated assets that are not engaged in significant non-banking or off-balance sheet activities and that do not have a material amount of debt or equity securities registered with the SEC. As long as their bank subsidiaries are well capitalized, such bank holding companies need only maintain a pro forma debt to equity ratio of less than 1.0 in order to pay dividends and repurchase stock and to be eligible for expedited treatment on applications.

A comparison of the Company’s consolidated regulatory capital ratios is as follows:

The Bank is required to comply with applicable capital adequacy rules adopted by the FDIC and other federal bank regulatory agencies (the “Basel III Capital Rules”). The Basel III Capital Rules apply to all depository institutions as well as to all top-tier bank and savings and loan holding companies that are not subject to the Federal Reserve Small Bank Holding Company Policy Statement.

Under the Basel III Capital Rules, banks are required to meet four minimum capital standards: (1) a “Tier 1” or “core” capital leverage ratio equal to at least 4% of total adjusted assets; (2) a common equity Tier 1 capital ratio equal to 4.5% of risk-weighted assets; (3) a Tier 1 risk-based ratio equal to 6% of risk-weighted assets; and (4) a total capital ratio equal to 8% of total risk-weighted assets. Common equity Tier 1 capital is defined as common stock instruments, retained earnings, any common equity Tier 1 minority interest and, unless the bank has made an “opt-out” election, accumulated other comprehensive income, net of goodwill and certain other intangible assets. Tier 1 or core capital is defined as common equity Tier 1 capital plus certain qualifying subordinated interests and grandfathered capital instruments. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, qualifying subordinated instruments and certain grandfathered capital instruments. An institution’s risk-based capital requirements are measured against risk-weighted assets, which equal the sum of each on-balance-sheet asset and the credit-equivalent amount of each off-balance-sheet item after being multiplied by an assigned risk weight. Risk weightings range from 0% for cash to 100% for property acquired through foreclosure, commercial loans, and certain other assets to 150% for exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property.

In addition to the above minimum requirements, the Basel III Capital Rules require banks and covered financial institution holding companies to maintain a capital conservation buffer of at least 2.5% of risk-weighted assets over and above the minimum risk-based capital requirements. Institutions that do not maintain the required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement effectively raises the minimum required risk-based capital ratios to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital on a fully phased-in basis. The Company and the Bank were in compliance with all applicable regulatory capital requirements as of September 30, 2025.

Liquidity

As of September 30, 2025, the Company had cash and cash equivalents of $74.7 million in the form of cash, due from banks and short-term deposits with other institutions. In addition, the Company had total non-pledged securities available for sale of $141.7 million which could be used for liquidity needs. Total liquidity of $216.4 million as of September 30, 2025, represents 8.97% of total assets, compared to $161.5 million and 6.97% of total assets as of December 31, 2024. The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of September 30, 2025 and December 31, 2024. Based upon these measures, the Company believes its liquidity is adequate.

Capital Resources

The Company has a line of credit commitment from Atlantic Community Bankers Bank for $7.0 million which expires June 30, 2026. There were no borrowings under this line as of September 30, 2025 and December 31, 2024.

The Company has a line of credit commitment available which has no stated expiration date from PNC Bank for $10.0 million. There were no borrowings under this line as of September 30, 2025 and December 31, 2024.

The Bank’s maximum borrowing capacity with the Federal Home Loan Bank was approximately $673.7 million as of September 30, 2025, of which $72.1 million was outstanding in the form of borrowings as of September 30, 2025. As of December 31, 2024, the maximum borrowing capacity was $654.8 million, of which $158.5 million of borrowings was outstanding as of December 31, 2024. Additionally, as of September 30, 2025, the Bank had secured Letters of Credit from the Federal Home Loan Bank in the amount of $139.7 million as collateral for specific municipal deposits. These Letters of Credit reduce the availability under the maximum borrowing capacity. As of December 31, 2024, there was $147.0 million outstanding in the form of Letters of Credit. Advances and Letters of Credit from the Federal Home Loan Bank are secured by qualifying assets of the Bank.

Non-GAAP Financial Measures

This report contains or references fully taxable-equivalent (fte) interest income and net interest income, which are non-GAAP financial measures. Interest income (fte) and net interest income (fte) are derived from GAAP interest income and net interest income using an assumed tax rate of 21%. We believe the presentation of interest income (fte) and net interest income (fte) ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income (fte) and Net interest income (fte) is reconciled to GAAP interest income and net interest income on pages 41 and 45. Fully taxable equivalent interest income and net interest income is also reflected in the table on pages 42 and 46. Although the Company believes that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered as an alternative to GAAP measures.

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