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NORWOOD FINANCIAL CORP

For the period ended Jun 30, 2026. Filed Aug 7, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 7, 2026

NWFL$36.24+1.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 2. Results of Operations

Consolidated Average Balance Sheets with Resultant Interest and Rates

(Tax-Equivalent Basis,Three Months Ended June 30,
dollars in thousands) · 2026 · 2025
Average · Average · Average · Average
Balance · Interest · Rate · Balance · Interest · Rate
(2)(1)(3)(2)(1)(3)
Assets
Interest-earning assets:
Fed funds sold$1,511$143.72%$—$——%
Interest-bearing deposits with banks43,4673643.3619,0852204.62
Securities available for sale:
Taxable435,0044,2463.92404,4283,6243.59
Tax-exempt (1)44,2693152.8544,1583122.83
Total securities available for sale (1)479,2734,5613.82448,5863,9363.52
Loans receivable (1) (4) (5)2,253,99135,7006.351,783,62627,2496.13
Total interest-earning assets2,778,24240,6395.872,251,29731,4055.60
Non-interest earning assets:
Cash and due from banks30,14730,323
Allowance for credit losses(24,556)(20,733)
Other assets129,32094,922
Total non-interest earning assets134,911104,512
Total Assets$2,913,153$2,355,809
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing demand and money market$727,580$3,4601.91$573,904$2,8872.02
Savings231,8522000.35204,3181190.23
Time1,071,2109,2393.46821,7257,8633.84
Total interest-bearing deposits2,030,64212,8992.551,599,94710,8692.72
Short-term borrowings3,233323.9717,7572114.77
Other borrowings67,8026874.0695,7921,0614.44
Total interest-bearing liabilities2,101,67713,6182.601,713,49612,1412.84
Non-interest bearing liabilities:
Demand deposits486,557389,323
Other liabilities36,58529,639
Total non-interest bearing liabilities523,142418,962
Stockholders' equity288,334223,351
Total Liabilities and Stockholders' Equity$2,913,153$2,355,809
Net interest income/spread (tax equivalent basis)27,0213.27%19,2642.75%
Tax-equivalent basis adjustment(182)(199)
Net interest income$26,839$19,065
Net interest margin (tax equivalent basis)3.90%3.43%

(1)Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.

(2)Average balances have been calculated based on daily balances.

(3)Annualized

(4)Loan balances include non-accrual loans and are net of unearned income.

(5)Loan yields include the effect of amortization of deferred fees, net of costs.

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Rate/Volume Analysis. The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense. Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

Increase/(Decrease)
Three months ended June 30, 2026 Compared to
Three months ended June 30, 2025
Variance due to
VolumeRateNet
(dollars in thousands)
Interest-earning assets:
Fed funds sold$14$—$14
Interest-bearing deposits with banks250(106)144
Securities available for sale:
Taxable287335622
Tax-exempt securities123
Total securities288337625
Loans receivable7,2241,2278,451
Total interest-earning assets7,5261,5649,234
Interest-bearing liabilities:
Interest-bearing demand and money market764(191)573
Savings225981
Time2,312(936)1,376
Total interest-bearing deposits3,098(1,068)2,030
Short-term borrowings(172)(7)(179)
Other borrowings(305)(69)(374)
Total interest-bearing liabilities2,621(1,144)1,477
Net interest income (tax-equivalent basis)$4,905$2,708$7,757

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Comparison of Operating Results for the Three Months Ended June 30, 2026 to June 30, 2025

General

For the three months ended June 30, 2026, net income totaled $9.3 million compared to net income of $6.2 million for the three months ended June 30, 2025. The increase in net income for the three months ended June 30, 2026 was due primarily to a $7.8 million increase in net interest income and a net increase of $278,000 in all other income, offset, in part by a $2.1 million increase in salaries and employee benefits, a $994,000 increase in provision for credit losses, and a net increase of $1.8 million in all other expenses. Earnings for the three-months ended June 30, 2026 were $0.86 per basic and fully diluted share, compared to $0.67 per basic and fully diluted share for the three months ended June 30, 2025. The resulting annualized return on average assets and annualized return on average equity for the three months ended June 30, 2026 were 1.28% and 12.98%, respectively, compared to 1.06% and 11.14%, respectively, for the same period in 2025.

The following table sets forth changes in net income:

(dollars in thousands)Three months ended
June 30, 2026 to June 30, 2025
Net income three months ended June 30, 2025$6,205
Change due to:
Net interest income7,774
Provision for credit losses(994)
Net gains on sales of securities and loans(11)
Service charges and fees152
Earnings and proceeds on bank-owned life insurance60
Other income77
Salaries and employee benefits(2,069)
Occupancy, furniture and equipment(220)
Data processing related(387)
Professional fees(123)
Merger-related97
All other expenses(559)
Income tax expense(674)
Net income three months ended June 30, 2026$9,328

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the three months ended June 30, 2026 totaled $27.0 million which was $7.8 million higher than the comparable period in 2025. The increase in net interest income was due primarily to a $9.2 million increase in total interest income, offset by a $1.5 million increase in total interest expense. The (fte) net interest spread and net interest margin were 3.27% and 3.90%, respectively, for the three months ended June 30, 2026 compared to 2.75% and 3.43%, respectively, for the same period in 2025. See “Non-GAAP Financial Measures” described above beginning on page 43.

For the three-months ended June 30, 2026, interest income (fte) totaled $40.6 million, with a yield on average earning assets of 5.87% compared to $31.4 million and 5.60% for the three months ended June 30, 2025. Average loans increased $470.4 million during the three months ended June 30, 2026, over the comparable period of 2025, while average securities increased $30.7 million compared to the three months ended June 30, 2025. Average earning assets totaled $2.778 billion for the three months ended June 30, 2026, an increase of $526.9 million, over average earning assets for the same period in 2025. See “Non-GAAP Financial Measures” described above beginning on page 43.

Interest expense for the three months ended June 30, 2026 totaled $13.6 million, at an average cost of 2.60%, compared to $12.1 million, at an average cost of 2.84% for the same period in 2025. Average interest-bearing deposits increased $430.7 million during the three months ended June 30, 2026, over the comparable period in 2025, while average borrowings decreased $42.5 million during the three months ended June 30, 2026. During the three months ended June 30, 2026, the average cost of time deposits, which is the most significant component of funding costs, decreased 38 basis points compared to the same three-month period of last year. The average cost of interest-bearing demand and money market decreased 11 basis points during the three months ended June 30, 2026, while savings deposit costs increased 12 basis points. Average short-term borrowing costs decreased 80 basis points, while average other borrowings cost decreased 38 basis points, compared to the same three-month period of 2025.

Provision for Credit Losses

The Company had a provision for credit losses of $1.9 million during the three months ended June 30, 2026, compared to $950,000 for the three months ended June 30, 2025. The Company makes provisions for, or releases of, credit loss expense in an amount necessary to maintain the allowance for credit losses at an acceptable level under the current expected credit loss (CECL) methodology analysis. The Company recorded a net charge-off of $1.4 million for the quarter ended June 30, 2026, compared to a net charge-off of $375,000 for the year earlier quarter. At June 30, 2026, the allowance for credit losses related to loans receivable was 1.13% of loans receivable, compared to 1.17% at June 30, 2025. Additionally, at June 30, 2026, the allowance for credit losses related to loans receivable represented 91% of non-performing loans, compared to 258% at June 30, 2025.

Other Income

Other income totaled $2.5 million for the three months ended June 30, 2026, compared to $2.2 million for the same period in 2025. The increase was due primarily to an increase in service charges and fees of $152,000. All other categories of other income increased $126,000 net, during the three months ended June 30, 2026.

Other Expense

Other expense for the three months ended June 30, 2026 totaled $15.8 million, an increase of $3.3 million compared to the same period of 2025, due primarily to a $2.1 million increase in salaries and employee benefits, resulting primarily from the PB Bankshares acquisition which closed in January 2026. All other categories of other expense increased $1.2 million during the three months ended June 30, 2026 as compared to the year earlier quarter.

Income Tax Expense

Income tax expense totaled $2.3 million for an effective tax rate of 19.8% for the three months ended June 30, 2026 compared to $1.6 million for an effective tax rate of 20.8% for the three months ended June 30, 2025.

Results of Operations

Consolidated Average Balance Sheets with Resultant Interest and Rates

(Tax-Equivalent Basis,Six Months Ended June 30,
dollars in thousands) · 2026 · 2025
Average · Average · Average · Average
Balance · Interest · Rate · Balance · Interest · Rate
(2)(1)(3)(2)(1)(3)
Assets
Interest-earning assets:
Fed funds sold$1,226$254.11%$—$——%
Interest bearing deposits with banks58,0747532.6119,9394464.51
Securities available for sale:
Taxable425,3508,1043.84406,4167,2473.60
Tax-exempt (1)44,4516332.8744,1996262.86
Total securities available for sale (1)469,8018,7373.75450,6157,8733.52
Loans receivable (1) (4) (5)2,224,69969,7006.321,763,71053,3696.10
Total interest-earning assets2,753,80079,2155.802,234,26461,6885.57
Non-interest earning assets:
Cash and due from banks30,40929,519
Allowance for loan losses(23,976)(20,445)
Other assets130,52694,031
Total non-interest earning assets136,959103,105
Total Assets$2,890,759$2,337,369
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing demand and money market$725,787$6,9221.92$560,469$5,6882.05
Savings225,3803370.30208,0902610.25
Time1,056,05318,4273.52807,84115,6683.91
Total interest-bearing deposits2,007,22025,6862.581,576,40021,6172.77
Short-term borrowings4,782923.8830,9546694.36
Other borrowings81,3951,6694.1394,6762,0824.43
Total interest-bearing liabilities2,093,39727,4472.641,702,03024,3682.89
Non-interest bearing liabilities:
Demand deposits472,412384,958
Other liabilities35,88629,594
Total non-interest bearing liabilities508,298414,552
Stockholders' equity289,064220,787
Total Liabilities and Stockholders' Equity$2,890,759$2,337,369
Net interest income/spread (tax equivalent basis)51,7683.16%37,3202.68%
Tax-equivalent basis adjustment(375)(397)
Net interest income$51,393$36,923
Net interest margin (tax equivalent basis)3.79%3.37%

(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.

(2)Average balances have been calculated based on daily balances.

(3) Annualized

(4) Loan balances include non-accrual loans and are net of unearned income.

(5) Loan yields include the effect of amortization of deferred fees, net of costs.

Rate/Volume Analysis. The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.

Increase/(Decrease)
Six months ended June 30, 2026 Compared to
Six months ended June 30, 2025
Variance due to
VolumeRateNet
(dollars in thousands)
Interest-earning assets:
$25—$25
Interest-bearing deposits with banks665$(358)307
Securities available for sale:
Taxable352505857
Tax-exempt securities437
Total securities356508864
Loans receivable14,0192,31216,331
Total interest-earning assets15,0652,46217,527
Interest-bearing liabilities:
Interest-bearing demand and money market1,656(422)1,234
Savings255176
Time4,659(1,900)2,759
Total interest-bearing deposits6,340(2,271)4,069
Short-term borrowings(565)(12)(577)
Other borrowings(286)(127)(413)
Total interest-bearing liabilities5,489(2,410)3,079
Net interest income (tax-equivalent basis)$9,576$4,872$14,448

Comparison of Operating Results for the Six Months Ended June 30, 2026 to June 30, 2025

General

For the six months ended June 30, 2026, net income totaled $13.1 million compared to net income of $12.0 million for the six months ended June 30, 2025. The increase in net income for the six months ended June 30, 2026 was due primarily to an increase in net interest income of $14.5 million and an increase of $643,000 in other income, offset in part by a $5.0 million increase in merger-related expenses, a $4.1 million increase in salaries and employee benefits, a $1.6 million increase in provision for credit losses, and a net increase of $3.3 million in all other expenses. Earnings for the six months ended June 30, 2026 were $1.21 per basic and fully diluted share, compared to $1.30 per basic and fully diluted share for the six months ended June 30, 2025. The resulting annualized return on average assets and annualized return on average equity for the six months ended June 30, 2026 were 0.91% and 9.11%, respectively, compared to 1.03% and 10.94%, respectively, for the same period in 2025.

(dollars in thousands)Six months ended
June 30, 2026 to June 30, 2025
Net income six months ended June 30, 2025$11,978
Change due to:
Net interest income14,470
Provision for credit losses(1,596)
Service charges and fees394
Net gains on sales of securities and loans19
Earnings and proceeds on bank-owned life insurance88
Other income142
Salaries and employee benefits(4,146)
Occupancy, furniture and equipment(567)
Data processing related(736)
Professional fees(290)
Merger-related(4,844)
All other expenses(1,605)
Income tax expense(249)
Net income six months ended June 30, 2026$13,058

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the six months ended June 30, 2026 totaled $51.8 million, an increase of $14.4 million compared to the same period in 2025. The increase in net interest income was due primarily to a $17.5 million increase in total interest income, offset by a $3.1 million increase in total interest expense. The (fte) net interest spread and net interest margin were 3.16% and 3.79%, respectively, for the six months ended June 30, 2026 compared to 2.68% and 3.37%, respectively, for the same period in 2025. See “Non-GAAP Financial Measures” described above beginning on page 43.

For the six months ended June 30, 2026, interest income (fte) totaled $79.2 million, with a yield on average earning assets of 5.80% compared to $61.7 million and 5.57% for the six months ended June 30, 2025. Average loans increased $461.0 million to $2.225 billion during the six months ended June 30, 2026, compared to $1.764 billion during the comparable period of 2025, while average securities increased $19.2 million compared to the six months ended June 30, 2025. Average earning assets totaled $2.754 billion for the six months ended June 30, 2026, an increase of $519.5 million, over average earning assets for the same period in 2025. See “Non-GAAP Financial Measures” described above beginning on page 43.

Interest expense for the six months ended June 30, 2026 totaled $27.4 million, at an average cost of 2.64%, compared to $24.4 million, at an average cost of 2.89% for the same period in 2025. Average interest-bearing deposits increased $430.8 million during the six months ended June 30, 2026, over the comparable period in 2025, while average borrowings decreased $39.5 million compared to the six months ended June 30, 2026. During the six months ended June 30, 2026, the average cost of time deposits, which is the most significant component of funding costs, decreased 39 basis points compared to the six months ended June 30, 2025. The average cost of interest-bearing demand and money market decreased 13 basis points during the six months ended June 30, 2026, while savings deposit costs increased five basis points, compared to the year earlier period. Average short-term borrowing costs decreased 48 basis points, while average other borrowings cost decreased 30 basis points, compared to the same six-month period of 2025.

Provision for Credit Losses

The Company had a provision for credit losses of $3.4 million during the six months ended June 30, 2026, compared to $1.8 million for the six months ended June 30, 2025. The Company makes provisions for, or releases of, credit loss expense in an amount necessary to maintain the allowance for credit losses at an acceptable level under the CECL methodology analysis. The Company recorded a net charge-off of $1.9 million for the six months ended June 30, 2026, compared to a net charge-off of $699,000 for the similar period in 2025. At June 30, 2026, the allowance for credit losses related to loans receivable was 1.13% of loans receivable, compared to 1.17% at June 30, 2025. Additionally, at June 30, 2026, the allowance for credit losses related to loans receivable represented 91% of non-performing loans, compared to 258% at June 30, 2025. The increase in net charge-offs and the decrease in allowance for credit losses as it relates to non-performing loans, were both due to one large commercial relationship filing for chapter 11 bankruptcy in June 2026.

Other Income

Other income totaled $5.2 million for the six months ended June 30, 2026, compared to $4.6 million for the same period in 2025. The increase was due primarily to an increase in service charges and fees of $394,000. All other categories of other income increased $249,000, net, during the six months ended June 30, 2026.

Other Expense

Other expense for the six months ended June 30, 2026 totaled $36.8 million, an increase of $12.2 million compared to the same period of 2025, due primarily to a $5.0 million increase in non-recurring merger-related expenses and a $4.1 million increase in salaries and employee benefits, resulting primarily from the PB Bankshares merger which closed in January 2026. All other categories of other expense increased $3.1 million during the six months ended June 30, 2026 as compared to the year earlier quarter.

Income Tax Expense

Income tax expense totaled $3.4 million for an effective tax rate of 20.6% for the six months ended June 30, 2026, compared to $3.1 million for an effective tax rate of 20.8% for the six months ended June 30, 2025.

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.