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[8-K] Norwood Financial Corp Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K
Rhea-AI Filing Summary
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Positive
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Negative
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Insights

Earnings release furnished; filing supplies no performance figures, so directional impact indeterminable.

Norwood Financial filed an Item 2.02 Form 8-K to furnish—not file—its second-quarter 2025 earnings press release (Exhibit 99.1). Because the numerical results are contained only in the exhibit and not summarized in the form text, investors receive procedural notice but no datapoints within the core document. The Company also invokes Exchange Act Rule 12b-2 non-filing status, meaning the furnished information carries reduced liability and is excluded from automatic incorporation into registration statements. No other Items are covered, and there are no forward-looking statements, guidance updates, dividend declarations, or balance-sheet discussions embedded here. Consequently, the Form 8-K itself does not allow assessment of revenue trends, margin shifts, credit quality, or capital levels. Stakeholders must consult Exhibit 99.1 for any substantive analysis. Absent that context, the standalone filing is operationally routine and direction-neutral. The disclosure timing follows typical quarterly cadence and does not trigger additional regulatory obligations, debt covenant tests, or governance changes.

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false 0001013272 0001013272 2025-07-22 2025-07-22
 
 

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) July 22, 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
on which registered

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

Item 2.02 Results of Operations and Financial Condition.

On July 22, 2025, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the three and six months ended June 30, 2025. A copy of the press release is furnished with this report as exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

 

  (d)

Exhibits:

The following exhibits are being furnished with this report.

 

No.

  

Description

99.1    Press Release dated July 22, 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:July 22, 2025     By:  

/s/ John M. McCaffery

     

John M. McCaffery

Executive Vice President and Chief Financial Officer

(Duly Authorized Representative)

FAQ

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