Norwood Financial Corp.NASDAQ: NWFL

Norwood Financial Corp announces First Quarter Financial Results

· Issued by Norwood Financial Corp. via GlobeNewswire

Quarterly Highlights:

  • Successfully closed acquisition of Presence Bancshares.

  • Completed core system conversion April 13, 2026.

  • Total assets $2.9 billion.

  • Record Net Interest Income of $24.6 million.

  • Tangible Book Value per share $22.43.

HONESDALE, Pa., April 27, 2026 (GLOBE NEWSWIRE) -- Norwood Financial Corp (the “Company”) (Nasdaq Global Market-NWFL) the holding company of Wayne Bank, announced results for the first quarter ended March 31, 2026.

Jim Donnelly, President and Chief Executive Officer, stated, “We are pleased to announce our first quarter results as they reflect the underlying strength of our franchise and the progress we are making in a challenging operating environment. On an adjusted basis, we delivered solid pre-provision net revenue growth, expanded our net interest spread and margin, and improved returns on both assets and tangible equity year over year. While reported results were impacted by merger-related and restructuring expenses this quarter, we remain focused on disciplined execution, expense management, and long-term value creation for our shareholders, especially with the strength of our recently integrated teams.”

(dollars in thousands, except per share data)

Year-Over Year

Linked Quarter

3 Months Ended

3 Months Ended

Mar-26

Mar-25

Change

Dec-25

Change

Net interest income

$

24,554

$

17,857

$

6,697

$

20,944

$

3,610

Net interest spread (fte) 1

3.04

%

2.61

%

43 bps

2.93

%

11 bp

Net interest margin (fte) 1

3.68

%

3.30

%

38 bps

3.60

%

8 bps

Pre Provision Net Revenue (PPNR) 1

$

6,279

$

8,144

$

(1,865

)

$

9,836

$

(3,557

)

Net income (loss)

$

3,730

$

5,773

$

(2,043

)

$

7,442

$

(3,712

)

Diluted earnings per share

$

0.35

$

0.63

$

(0.28

)

$

0.81

$

(0.46

)

Return on average assets

0.53

%

1.01

%

-48 bps

1.21

%

-68 bps

Return on average tangible equity

6.04

%

12.40

%

-636 bps

14.01

%

-797 bps

1 - Non GAAP ratio. See Non-GAAP Reconciliation

Excluding merger-related expenses and 2026 BOLI Restructuring Fees (see Non-GAAP reconciliations)

(dollars in thousands, except per share data)

Year-Over Year

Linked Quarter

3 Months Ended

3 Months Ended

Mar-26

Mar-25

Change

Dec-25

Change

Pre Provision Net Revenue (PPNR)

$

11,445

$

8,144

$

3,301

$

10,356

$

1,089

Net income (loss)

$

7,811

$

5,773

$

2,038

$

7,853

$

(42

)

Diluted earnings per share

$

0.72

$

0.63

$

0.09

$

0.85

$

(0.13

)

Return on average assets

1.10

%

1.01

%

9 bps

1.28

%

-18 bps

Return on average tangible equity

12.65

%

12.40

%

25 bps

14.78

%

-213 bps

Discussion of financial results for the three months ended March 31, 2026 (all comparison year-Q1 2026 to Q1 2025, unless otherwise noted): 

  • Net income of $3.7 million, a decrease of $2.0 million.

  • Net interest income increased mostly due to the addition of the Presence Bancshares balance sheet on January 5, 2026.

  • Net interest margin (NIM) was 3.68% compared to 3.30%. On a linked quarter basis the NIM increased 8 basis points from 3.60%.

  • Non-interest income increased $204 thousand on a linked quarter basis.

  • Total assets were $2.917 billion, compared to $2.376 billion, an increase of 22.8%.

  • Loans receivable were $2.238 billion, compared to $1.771 billion, an increase of 26.4%.

  • Total deposits were $2.507 billion, compared to $2.004 billion, an increase of 25.1%.

  • Tangible Common Equity as a percent of Tangible Assets was 8.49%, versus 8.15%.

  • Tangible Book Value (TBV) per share was $22.43 compared to $20.66 an increase of $1.77. TBV per share decreased $0.47 or 2.1% on a linked quarter basis due to the acquisition of PB Bancshares (see below), payment of our common dividend, and a decrease in the value of our available-for-sale portfolio as reflected in Other Comprehensive Income (OCI).

Discussion of Merger and Purchase Accounting Impacts

The acquisition of PB Bancshares closed on January 5, 2026 (the “Closing Date”). The following are some relevant statistics regarding the impact of Purchase Accounting adjustments as well as Merger Related Charges that were calculated as of the Closing Date.

    • At closing, but before any merger adjustments, PB Bancshares had:

      • Loans - $356 million

      • Investments – $20.8 million

      • Deposits - $358 million

      • Borrowings - $42 million

    • Tangible Book Value (TBV) per share as of the Closing Date was calculated to be $22.38/share. At December 31, 2025 the TBV/share for Norwood was $22.90/share. This implies a TBV/share dilution of $0.52 or 2.24%. The estimated TBV/share dilution at announcement was $0.92 or 4.20%.

    • Subsequent declines in TBV/Share through March 31, 2026 were due to negative AOCI marks on the investment portfolio and common dividends declared.

    • The Core Deposit Intangible (CDI) was calculated to be $3.3 million at closing. At announcement the estimated CDI was $4.9 million.

    • The estimate for merger related expenses was $7.1 million versus $6.1 million incurred to date.

    • The net Goodwill created as a result of the transaction was $7.1 million.

    • The Pre-Tax impact of purchase accounting accretion during the quarter was a positive $435 thousand.

About Norwood Financial Corp 
Norwood Financial Corp, through its subsidiary, Wayne Bank operates 33 Community Offices serving Wayne, Pike, Monroe, Lackawanna, Luzerne, Chester, Cumberland, and Lancaster Counties in Pennsylvania, along with Delaware, Sullivan, Otsego, Ontario, and Yates Counties in New York. The Company has total assets of $2.9 billion. The Company’s stock is traded on the Nasdaq Global Market under the symbol “NWFL”. For more information, visit wayne.bank.

Forward-Looking Statements

In addition to historical information, this earnings release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which describes the future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “target” and words of similar meaning. Forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report. Those risks and uncertainties include, among other things, changes in federal and state laws, changes in interest rates, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Non-GAAP Measures

In addition to presenting information in conformity with accounting principles generally accepted in the United States of America (GAAP), this news release contains financial information determined by methods other than GAAP (non-GAAP). The following measures used in this release, which are commonly utilized by financial institutions, have not been specifically exempted by the Securities and Exchange Commission ("SEC") and may constitute "non-GAAP financial measures" within the meaning of the SEC's rules.

The Company has provided in this news release supplemental disclosures for the calculation of Return on Average Assets, Return on Average Tangible Shareholders’ Equity, Basic Earnings per Share, Diluted Earnings per Share, Tangible Book Value and Pre Provision Net Revenue. Management believes that the non-GAAP financial measures disclosed by the Company from time to time are useful in evaluating the Company’s performance and that such information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Our non-GAAP financial measures may differ from similar measures presented by other companies.

Contact:

John M. McCaffery
Executive Vice President &
Chief Financial Officer
NORWOOD FINANCIAL CORP
272-304-3003
www.waynebank.com

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets

(dollars in thousands, except share and per share data)

(unaudited)

March 31

2026

2025

ASSETS

Cash and due from banks

$

25,480

$

31,729

Interest-bearing deposits with banks

75,258

43,678

Fed funds sold

1,835

0

Cash and cash equivalents

102,573

75,407

Securities available for sale

431,204

408,742

Loans receivable

2,238,657

1,771,269

Less: Allowance for credit losses

24,350

20,442

Net loans receivable

2,214,307

1,750,827

Regulatory stock, at cost

7,161

7,616

Bank premises and equipment, net

25,299

20,273

Bank owned life insurance

55,078

46,914

Foreclosed real estate owned

771

-

Accrued interest receivable

10,815

8,587

Deferred tax assets, net

19,728

17,859

Goodwill

36,375

29,266

Other intangible assets

3,318

136

Other assets

10,625

10,417

TOTAL ASSETS

$

2,917,254

$

2,376,044

LIABILITIES

Deposits:

Non-interest bearing demand

$

470,706

$

391,377

Interest-bearing

2,035,992

1,613,071

Total deposits

2,506,698

2,004,448

Other borrowings

88,268

118,590

Accrued interest payable

9,692

13,864

Other liabilities

28,658

18,435

TOTAL LIABILITIES

2,633,316

2,155,337

STOCKHOLDERS' EQUITY

Preferred Stock, no par value per share, authorized 5,000,000 shares

-

-

Common Stock, $.10 par value per share, authorized: 20,000,000 shares, issued: 2025: 11,181,491 shares, 2024: 9,489,398 shares

1,118

949

Surplus

174,078

126,785

Retained earnings

140,843

127,865

Treasury stock, at cost: 2025: 291,325 shares, 2024: 229,979 shares

(7,970

)

(6,208

)

Accumulated other comprehensive loss

(24,131

)

(28,684

)

TOTAL STOCKHOLDERS' EQUITY

283,938

220,707

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

2,917,254

$

2,376,044

NORWOOD FINANCIAL CORP

Consolidated Statements of Income

(dollars in thousands, except per share data)

(unaudited)

Three Months Ended March 31,

2026

2025

INTEREST INCOME

Loans receivable, including fees

$

33,873

$

25,988

Securities

4,110

3,870

Other

400

226

Total Interest income

38,383

30,084

INTEREST EXPENSE

Deposits

12,787

10,748

Short-term borrowings

60

458

Other borrowings

982

1,021

Total Interest expense

13,829

12,227

NET INTEREST INCOME

24,554

17,857

PROVISION FOR CREDIT LOSSES

$

1,459

$

857

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

23,095

17,000

OTHER INCOME

Service charges and fees

1,755

1,513

Income from fiduciary activities

238

325

Gains on sales of loans, net

76

47

Earnings and proceeds on life insurance policies

314

286

Other

332

180

Total other income

2,715

2,351

OTHER EXPENSES

Salaries and employee benefits

8,549

6,472

Occupancy, furniture and equipment

1,725

1,378

Data processing and related operations

1,435

1,085

Taxes, other than income

202

192

Professional fees

826

659

FDIC Insurance assessment

507

406

Foreclosed real estate

36

4

Amortization of intangibles

165

15

Merger

4,941

0

Other

2,604

1,853

Total other expenses

20,990

12,064

INCOME BEFORE TAX EXPENSE

4,820

7,287

INCOME TAX EXPENSE

1,090

1,514

NET INCOME

$

3,730

$

5,773

Basic earnings per share

$

0.35

$

0.63

Diluted earnings per share

$

0.35

$

0.63

NORWOOD FINANCIAL CORP

NET INTEREST MARGIN ANALYSIS

(dollars in thousands)

For the Quarter Ended

March 31, 2026

December 31, 2025

March 31, 2025

Average

Average

Average

Average

Average

Average

Balance

Interest

   Rate

Balance

Interest

    Rate

Balance

Interest

    Rate

(2)

(1)

(3)

(2)

(1)

(3)

(2)

(1)

(3)

Assets

Interest-earning assets:

Fed funds sold

$

933

11

4.78

%

$

%

$

%

Interest-bearing deposits with banks

72,896

$

389

2.16

46,766

$

474

4.02

20,802

$

226

4.41

Securities available for sale:

Taxable

415,567

3,859

3.77

400,094

3,656

3.63

408,427

3,623

3.60

Tax-exempt (1)

44,634

318

2.89

44,700

316

2.80

44,242

312

2.86

Total securities available for sale (1)

460,201

4,177

3.68

444,794

3,972

3.54

452,669

3,935

3.53

Loans receivable (1) (4) (5)

2,195,033

33,999

6.28

1,835,902

28,786

6.22

1,743,572

26,120

6.08

Total interest-earning assets

2,729,063

38,576

5.73

2,327,462

33,232

5.66

2,217,043

30,281

5.54

Non-interest earning assets:

Cash and due from banks

30,663

31,388

28,705

Allowance for credit losses

(23,391

)

(20,070

)

(20,154

)

Other assets

131,739

102,792

93,131

Total non-interest earning assets

139,011

114,110

101,682

Total Assets

$

2,868,074

$

2,441,572

$

2,318,725

Liabilities and Stockholders' Equity

Interest-bearing liabilities:

Interest-bearing demand and money market

$

723,966

$

3,462

1.94

$

640,265

$

3,324

2.06

$

546,884

$

2,801

2.08

Savings

218,829

137

0.25

198,463

106

0.21

211,905

142

0.27

Time

1,040,656

9,188

3.58

848,216

7,904

3.70

793,803

7,805

3.99

Total interest-bearing deposits

1,983,451

12,787

2.61

1,686,944

11,334

2.67

1,552,592

10,748

2.81

Short-term borrowings

6,358

60

3.83

2,461

25

4.03

44,297

458

4.19

Other borrowings

95,152

982

4.19

68,025

743

4.33

93,549

1,021

4.43

Total interest-bearing liabilities

2,084,961

13,829

2.69

1,757,430

12,102

2.73

1,690,438

12,227

2.93

Non-interest bearing liabilities:

Demand deposits

458,126

413,238

380,544

Other liabilities

35,188

30,781

29,549

Total non-interest bearing liabilities

493,314

444,019

410,093

Stockholders' equity

289,799

240,123

218,194

Total Liabilities and Stockholders' Equity

$

2,868,074

$

2,441,572

$

2,318,725

Net interest income/spread (tax equivalent basis)

24,747

3.04

%

21,130

2.93

%

18,054

2.61

%

Tax-equivalent basis adjustment

(193

)

(186

)

(197

)

Net interest income

$

24,554

$

20,944

$

17,857

Net interest margin (tax equivalent basis)

3.68

%

3.60

%

3.30

%

(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.

NORWOOD FINANCIAL CORP

Financial Highlights (Unaudited)

(dollars in thousands, except per share data)

For the Three Months Ended March 31

2026

2025

Net interest income

$

24,554

$

17,857

Net income

3,730

5,773

Net interest spread (fully taxable equivalent)

3.04%

2.61%

Net interest margin (fully taxable equivalent)

3.68%

3.30%

Return on average assets

0.53%

1.01%

Return on average equity

5.22%

10.73%

Return on average tangible equity

6.04%

12.40%

Basic earnings per share

$

0.35

$

0.63

Diluted earnings per share

$

0.35

$

0.63

As of March 31

2026

2025

Total assets

$

2,917,254

$

2,376,044

Total loans receivable

2,238,657

1,771,269

Allowance for credit losses

24,350

20,442

Total deposits

2,506,698

2,004,448

Stockholders' equity

283,938

220,707

Trust assets under management

213,318

198,761

Book value per share

$

26.07

$

23.84

Tangible book value per share

$

22.43

$

20.66

Equity to total assets

9.73%

9.29%

Allowance to total loans receivable

1.09%

1.15%

Nonperforming loans to total loans

0.46%

0.45%

Nonperforming assets to total assets

0.38%

0.33%

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets (unaudited)

(dollars in thousands)

March 31

December 31

September 30

June 30

March 31

2026

2025

2025

2025

2025

ASSETS

Cash and due from banks

$

25,480

$

32,118

$

50,348

$

32,052

$

31,729

Interest-bearing deposits with banks

75,258

12,318

24,382

20,993

43,678

Fed Funds Sold

1,835

Cash and cash equivalents

102,573

44,436

74,730

53,045

75,407

Securities available for sale

431,204

408,782

403,989

402,460

408,742

Loans receivable

2,238,657

1,853,422

1,814,682

1,790,574

1,771,269

Less: Allowance for credit losses

24,350

19,882

19,911

20,908

20,442

Net loans receivable

2,214,307

1,833,540

1,794,771

1,769,666

1,750,827

Regulatory stock, at cost

7,161

6,623

6,163

7,538

7,616

Bank owned life insurance

55,078

46,089

45,821

46,099

46,914

Bank premises and equipment, net

25,299

22,971

22,292

21,608

20,273

Foreclosed real estate owned

771

771

-

-

-

Goodwill and other intangibles

39,693

29,364

29,375

29,387

29,402

Other assets

41,168

32,266

34,810

35,547

36,863

TOTAL ASSETS

$

2,917,254

$

2,424,842

$

2,411,951

$

2,365,350

$

2,376,044

LIABILITIES

Deposits:

Non-interest bearing demand

$

470,706

$

419,597

$

424,027

$

406,358

$

391,377

Interest-bearing deposits

2,035,992

1,659,048

1,649,941

1,591,476

1,613,071

Total deposits

2,506,698

2,078,645

2,073,968

1,997,834

2,004,448

Borrowings

88,268

74,133

72,071

111,850

118,590

Other liabilities

38,350

29,907

31,007

30,241

32,299

TOTAL LIABILITIES

2,633,316

2,182,685

2,177,046

2,139,925

2,155,337

STOCKHOLDERS' EQUITY

283,938

242,157

234,905

225,425

220,707

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

2,917,254

$

2,424,842

$

2,411,951

$

2,365,350

$

2,376,044

NORWOOD FINANCIAL CORP

Consolidated Statements of Income (unaudited)

(dollars in thousands, except per share data)

March 31

December 31

September 30

June 30

March 31

Three months ended

2026

2025

2025

2025

2025

INTEREST INCOME

Loans receivable, including fees

$

33,873

$

28,666

$

28,141

$

27,115

$

25,988

Securities

4,110

3,906

3,907

3,871

3,870

Other

400

474

144

220

226

Total interest income

38,383

33,046

32,192

31,206

30,084

INTEREST EXPENSE

Deposits

12,787

11,334

10,730

10,869

10,748

Borrowings

1,042

768

1,004

1,272

1,479

Total interest expense

13,829

12,102

11,734

12,141

12,227

NET INTEREST INCOME

24,554

20,944

20,458

19,065

17,857

PROVISION FOR (RELEASE OF) CREDIT LOSSES

1,459

468

(502

)

950

857

NET INTEREST INCOME AFTER (RELEASE OF) PROVISION

FOR CREDIT LOSSES

23,095

20,476

20,960

18,115

17,000

OTHER INCOME

Service charges and fees

1,755

1,734

1,660

1,514

1,513

Income from fiduciary activities

238

228

254

226

325

Net realized (losses) gains on sales of securities

-

-

-

-

-

Gains on sales of loans, net

76

83

130

65

47

Gains on sales of foreclosed real estate owned

-

-

-

-

-

Earnings and proceeds on life insurance policies

314

268

268

266

286

Other

332

198

193

177

180

Total other income

2,715

2,511

2,505

2,248

2,351

OTHER EXPENSES

Salaries and employee benefits

8,549

7,155

6,696

6,605

6,472

Occupancy, furniture and equipment, net

1,725

1,390

1,361

2,538

1,378

Foreclosed real estate

36

-

1

137

4

FDIC insurance assessment

507

423

368

355

406

Other

10,173

4,651

4,508

2,896

3,804

Total other expenses

20,990

13,619

12,934

12,531

12,064

INCOME BEFORE TAX EXPENSE

4,820

9,368

10,531

7,832

7,287

INCOME TAX EXPENSE

1,090

1,926

2,197

1,627

1,514

NET INCOME

$

3,730

$

7,442

$

8,334

$

6,205

$

5,773

Basic earnings per share

$

0.35

$

0.81

$

0.89

$

0.67

$

0.63

Diluted earnings per share

$

0.35

$

0.81

$

0.89

$

0.67

$

0.63

Book Value per share

$

26.07

$

26.06

$

25.36

$

24.34

$

23.84

Tangible Book Value per share

22.43

22.90

22.19

21.17

20.66

Return on average assets (annualized)

0.53%

1.21%

1.40%

1.06%

1.01%

Return on average equity (annualized)

5.22%

12.30%

14.58%

11.14%

10.73%

Return on average tangible equity (annualized)

6.04%

14.01%

16.76%

12.83%

12.40%

Net interest spread (fte)

3.04%

2.93%

2.94%

2.75%

2.61%

Net interest margin (fte)

3.68%

3.60%

3.63%

3.43%

3.30%

Allowance for credit losses to total loans

1.09%

1.07%

1.10%

1.17%

1.15%

Net charge-offs to average loans (annualized)

0.09%

0.13%

0.13%

0.08%

0.07%

Nonperforming loans to total loans

0.46%

0.34%

0.36%

0.45%

0.45%

Nonperforming assets to total assets

0.38%

0.29%

0.31%

0.34%

0.33%

NORWOOD FINANCIAL CORP

Reconciliation of Non-GAAP Adjustments for Merger-Related Expenses and BOLI Restructuring Fee

Adjusted Return on Average Assets

(Dollars in thousands)

Three Months Ended

Three Months Ended

Three Months Ended

March 31,

December 31,

March 31,

2025

2025

2026

Net income

$

5,773

$

7,442

3,730

Average assets

2,318,725

2,441,572

2,868,074

Return on average assets (annualized)

1.01

%

1.21

%

0.53

%

Net income

5,773

7,442

3,730

Merger-related expenses

0

520

4,941

Boli restructuring fee

0

0

225

Tax effect at 21%

0

(109

)

(1,085

)

Adjusted Net Income (Non-GAAP)

5,773

7,853

7,811

Average assets

2,318,725

2,441,572

2,868,074

Adjusted return on average assets (annualized)

(Non-GAAP)

1.01

%

1.28

%

1.10

%

Adjusted Return on Average Tangible Shareholders' Equity

(Dollars in thousands)

Three Months Ended

Three Months Ended

Three Months Ended

March 31,

December 31,

March 31,

2025

2025

2026

Net income

$

5,773

$

7,442

3,730

Average shareholders' equity

218,194

240,123

289,799

Average intangible assets

(29,424

)

(29,369

)

(39,334

)

Average tangible shareholders' equity

188,770

210,754

250,465

Return on average tangible shareholders' equity (annualized)

12.40

%

14.01

%

6.04

%

Net income

5,773

7,442

3,730

Merger-related expenses

0

520

4,941

Boli restructuring fee

0

0

225

Tax effect at 21%

0

(109

)

(1,085

)

Adjusted Net Income (Non-GAAP)

5,773

7,853

7,811

Average tangible shareholders' equity

188,770

210,754

250,465

Adjusted return on average shareholders' equity (annualized)

(Non-GAAP)

12.40

%

14.78

%

12.65

%

Adjusted Earnings Per Share

(Dollars in thousands)

Three Months Ended

Three Months Ended

Three Months Ended

March 31,

December 31,

March 31,

2025

2025

2026

GAAP-Based Earnings Per Share, Basic

$

0.63

$

0.81

$

0.35

GAAP-Based Earnings Per Share, Diluted

$

0.63

$

0.81

$

0.35

Net Income

5,773

7,442

3,730

Merger-related expenses

0

520

4,941

Boli restructuring fee

0

0

225

Tax effect at 21%

0

(109

)

(1,085

)

Adjusted Net Income (Non-GAAP)

5,773

7,853

7,811

Adjusted Earnings per Share, Basic (Non-GAAP)

$

0.63

$

0.85

$

0.73

Adjusted Earnings per Share, Diluted (Non-GAAP)

$

0.63

$

0.85

$

0.72

Tangible Book Value

(Dollars in thousands)

December 31,

March 31,

2025

2026

Total shareholders' equity

242,157

283,938

Adjustments:

Goodwill

(29,266

)

(36,375

)

Other intangible assets

(98

)

(3,319

)

Tangible common equity (Non-GAAP)

212,793

244,244

Common shares outstanding

9,293,858

10,890,166

Book value per common share

26.06

26.07

Tangible book value per common share (Non-GAAP)

22.90

22.43

NORWOOD FINANCIAL CORP

Reconciliation of Non-GAAP Adjustments for Merger-Related Expenses and BOLI Restructuring Fee

Pre Provision Net Revenue

(Dollars in thousands)

Three Months Ended March 31,

2026

2025

Income before tax expense (GAAP)

$

4,820

$

7,287

Provision for credit losses

1,459

857

Pre provision net revenue (PPNR) (Non-GAAP)

6,279

8,144

Merger-related expenses

4,941

0

BOLI restructuring fee

225

0

PPNR adjusted for one time expenses (Non-GAAP)

11,445

8,144

Three Months Ended December 31,

2025

Income before tax expense (GAAP)

$

9,368

Provision for credit losses

468

Pre provision net revenue (PPNR) (Non-GAAP)

9,836

Merger-related expenses

520

PPNR adjusted for one time expenses (Non-GAAP)

10,356