NORWOOD FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
NWFL$36.52+0.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)Listed below are all financial statements, schedules and exhibits filed as part of this Annual Report on Form 10-K.
1.The consolidated balance sheets of Norwood Financial Corp and subsidiary as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income (loss), stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2023, together with the related notes and the independent registered public accounting firm reports of S.R. Snodgrass, P.C. (PCAOB:00074), independent registered public accounting firm.
2.Schedules omitted as they are not applicable.
- The following exhibits are filed as part of the Form 10-K
| No. | Description |
| 3(i) | Amended and Restated Articles of Incorporation of Norwood Financial Corp (8) |
| 3(ii) | Bylaws of Norwood Financial Corp |
| 4.1 | Specimen Stock Certificate of Norwood Financial Corp (1) |
| 4.2 | Description of Capital Stock of Norwood Financial Corp (10) |
| 10.2† | Change in Control Severance Agreement with William S. Lance (2) |
| 10.11† | 2014 Equity Incentive Plan, as amended (4) |
| 10.12† | Addendum to Change in Control Severance Agreement with William S. Lance (5) |
| 10.13† | Salary Continuation Agreement, dated September 1, 2017, between Wayne Bank and William S. Lance (3) |
| 10.15† | Change-In-Control Severance Agreement, dated February 14, 2022, by and among Norwood Financial Corp, Wayne Bank, and Vincent G. O’Bell (14) |
| 10.16† | Change-In-Control Severance Agreement, dated January 16, 2018, by and among Norwood Financial Corp, Wayne Bank, and John F. Carmody (6) |
| 10.17† | Addendum, dated January 16, 2018, to Change-In-Control Severance Agreement, dated March 2, 2010, by and among Norwood Financial Corp, Wayne Bank and William S. Lance (6) |
| 10.19 | Wayne Bank Executive Annual Incentive Plan (9) |
| 10.20 | Salary-Continuation Agreement dated March 1, 2021, between Wayne Bank and John F. Carmody (7) |
| 10.21 | First Amendment to Salary-Continuation Agreement dated January 24, 2023, between Wayne Bank and William S. Lance (15) |
| 10.22 | Addendum to Change in Control Severance Agreement dated January 20, 2023 with William S. Lance (16) |
| 10.23 | Employment Agreement dated May 9, 2022, by and among Norwood Financial Corp, Wayne Bank and James O Donnelly (11) |
| 10.24 | Stock Award Agreement dated May 10, 2022, between Norwood Financial Corp and James O. Donnelly (12) |
| 10.25 | Salary-Continuation Agreement dated May 10, 2022, between Wayne Bank and James O. Donnelly (14) |
| 19 | Norwood Financial Corp Insider Trading Policy |
| 21 | Subsidiaries of Norwood Financial Corp |
| 23 | Consent of S.R. Snodgrass, P.C. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of CEO |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of CFO |
| 32 | Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of Sarbanes Oxley Act of 2002 |
| 97 | Norwood Financial Corp Incentive-Based Compensation Recovery Policy |
| 101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. |
| 101.INS | Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Management contract or compensatory plan or arrangement. |
| (1) | Incorporated herein by reference into this document from the identically numbered Exhibit to the Company’s Form 10, Registration Statement initially filed in paper with the Commission on April 29, 1996, Registration No. 0-28364. |
| (2) | Incorporated herein by reference from the identically numbered exhibits to the Company’s Form 10-K filed with the Commission on March 15, 2010. |
| (3) | Incorporated by reference from the exhibits to the Current Report on Form 8-K filed with the Commission on September 5, 2017. |
| (4) | Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (File No. 333-266622) filed with the Commission on August 8, 2022. |
| (5) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 18, 2015. |
| (6) | Incorporated by reference into this document from the exhibits to the Company’s Current Report on Form 8-K filed with the Commission on January 16, 2018 |
| (7) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 2, 2021, (File No. 0-28364). |
| (8) | Incorporated herein by reference from the identically numbered exhibit to the Company’s Form 10-K filed with the Commission on March 13, 2020. |
| (9) | Incorporated herein by reference from the identically numbered exhibit to the Company’s Form 10-K filed with the Commission on March 13, 2020. |
| (10) | Incorporated herein by reference from the identically numbered exhibit to the Company’s Form 10-K filed with the Commission on March 9, 2021. |
| (11) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 12, 2022, (File No. 0-28364). |
| (12) | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 12, 2022, (File No. 0-28364). |
| (13) | Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 12, 2022, (File No. 0-28364). |
| (14) | Incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K filed with the Commission on March 11, 2022, (File No. 0-28364). |
| (15) | Incorporated herein by reference from the identically numbered exhibit to the Company’s Form 10-K filed with the Commission on March 17, 2023 |
| (16) | Incorporated herein by reference from the identically numbered exhibit to the Company’s Form 10-K filed with the Commission on March 17, 2023 |
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