{"url_path":"/sec/nwfl/10-k/2026/item-7a","section_key":"item-7a","section_title":"Item 7A Quantitative and Qualitative Disclosure About Market Risk.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-13","source_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001013272-26-000003-index.html","accession_number":"0001013272-26-000003","cik":"0001013272","ticker":"NWFL","issuer_name":"NORWOOD FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001013272-26-000003-index.html","primary_entity_key":"0001013272","primary_entity_name":"NORWOOD FINANCIAL CORP"},"word_count":1810,"has_tables":true,"body_markdown":"Item 7A. Quantitative and Qualitative Disclosure About Market Risk.\n\nASSET /LIABILITY MANAGEMENT\n\nManagement considers interest rate risk to be our most significant market risk. Market risk is the risk of loss from adverse changes in market prices and rates. Interest rate risk is the exposure to adverse changes in our net income as a result of changes in interest rates.\n\nOur primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and liabilities, and the credit quality of earning assets. Our asset and liability management objectives are to maintain a strong, stable net interest margin, to utilize our capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce vulnerability of our operations to changes in interest rates.\n\nOur Asset and Liability Committee evaluates periodically, but at least four times a year, the impact of changes in market interest rates on assets and liabilities, net interest margin, capital and liquidity. Risk assessments are governed by policies and limits established by senior management, which are reviewed and approved by the full Board of Directors at least annually. The economic environment continually presents uncertainties as to future interest rate trends. The Asset and Liability Committee regularly utilizes a model that projects net interest income based on increasing or decreasing interest rates, in order to be better able to respond to changes in interest rates.\n\nChanges in interest rates affect the value of our interest-earning assets and, in particular, our securities portfolio. Generally, the value of securities fluctuates inversely with changes in interest rates. Increases in interest rates could result in decreases in the market value of interest-earning assets, which could adversely affect our stockholders' equity and results of operations if sold. We are also subject to reinvestment risk associated with changes in interest rates. Changes in market interest rates also could affect the type (fixed-rate or adjustable-rate) and amount of loans we originate and the average life of loans and securities, which can impact the yields earned on our loans and securities. In periods of decreasing interest rates, the average life of loans and securities we hold may be shortened to the extent increased prepayment activity occurs during such periods which, in turn, may result in the investment of funds from such prepayments in lower yielding assets. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities. Additionally, increases in interest rates may result in decreasing loan prepayments with respect to fixed rate loans (and therefore an increase in the\n\n25\n\naverage life of such loans), may result in a decrease in loan demand, and may make it more difficult for borrowers to repay adjustable rate loans.\n\nWe utilize the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. Management routinely monitors simulated net interest income sensitivity over a rolling two-year horizon. The simulation model captures the impact of changing interest rates on the interest income received and the interest expense paid on all assets and liabilities reflected on our consolidated balance sheet. This sensitivity analysis is compared to the asset and liability policy limits that specify a maximum tolerance level for net interest income exposure over a one-year horizon given 100 through 300-basis point upward and 100 through 200 basis point downward shifts in interest rates. A parallel and pro-rata shift in rates over a twelve-month period is assumed.\n\nIn addition to the above scenarios, we consider other non-parallel rate shifts that would also exert pressure on earnings. During the three months ended December 31, 2025, the U.S. Treasury yield curve has flattened slightly. During 2025, the yield on U.S. Treasury 5-year notes decreased 65 basis points from 4.38% to 3.73%, while the yield on 3-month Treasury bills decreased 70 basis points from 4.37% to 3.67%. The 3-month/5-year Treasury spread increased from a positive 1 basis point at December 31, 2024 to a negative 7 basis points at December 31, 2025. A continued flattening or inversion in the yield curve may adversely affect net interest income as reinvestment of cash flows may be at lower rates. However, there is no certainty on the direction of interest rates. The Federal Reserve Open Market Committee has indicated that it will take a measured stance toward further lowering short-term rates.\n\nThe following table reflects our net interest income sensitivity analysis at December 31,2025 and December 31, 2024 (dollars in thousands):\n\n \n\nDecember 31, 2025\n\nPotential Change\n\nin Future Net\n\nChanges in Interest\n\nInterest Income\n\nRates in Basis Points\n\nYear 1\n\nYear 2\n\n(Dollars in thousands)\n\n$ Change\n\n% Change\n\n$ Change\n\n% Change\n\n+300\n\n(6,467)\n\n-6.9%\n\n(194)\n\n-0.2%\n\n+200\n\n(4,159)\n\n-4.4%\n\n319\n\n0.3%\n\n+100\n\n(1,993)\n\n-2.0%\n\n448\n\n0.4%\n\nStatic\n\n-\n\n0.0%\n\n-\n\n0.0%\n\n-100\n\n1,415\n\n1.5%\n\n(1,987)\n\n-2.0%\n\n-200\n\n1,125\n\n1.2%\n\n(7,003)\n\n-6.9%\n\nDecember 31, 2024\n\nPotential Change\n\nin Future Net\n\nChanges in Interest\n\nInterest Income\n\nRates in Basis Points\n\nYear 1\n\nYear 2\n\n(Dollars in thousands)\n\n$ Change\n\n% Change\n\n$ Change\n\n% Change\n\n+300\n\n(6,364)\n\n-7.9%\n\n(4,164)\n\n-4.5%\n\n+200\n\n(4,131)\n\n-5.1%\n\n(2,500)\n\n-2.7%\n\n+100\n\n(1,963)\n\n-2.4%\n\n(1,043)\n\n-1.1%\n\nStatic\n\n-\n\n0.0%\n\n-\n\n0.0%\n\n-100\n\n1,438\n\n1.8%\n\n(380)\n\n-0.4%\n\n-200\n\n1,441\n\n1.8%\n\n(4,472)\n\n-4.8%\n\nAs noted in the table above, as of December 31, 2025, a 200-basis point increase in interest rates is projected to decrease net interest income by 4.4% in year 1 and increase net interest income by 0.3% in year 2. Our balance sheet sensitivity to such a move in interest rates at December 31, 2025 decreased as compared to December 31, 2024 (which was a decrease of 5.1% in net interest income over a twelve-month period). This decrease in sensitivity is the result of a decrease in the balance of borrowed funds over the twelve month period.  Overall, our strategy has been to proactively take advantage of the drop in short-term by aggressively lowering deposit and borrowing costs, ultimately dampening the effect of variable and adjustable-rate loan repricing and additional fixed rate loan refinancing. Over the intervening year, the effective duration (a measure of price sensitivity to interest rates) of the bond portfolio declined to 4.6 years at December 31, 2025 from 5.5 at December 31, 2024.\n\n26\n\nThe preceding sensitivity analysis does not represent a Company forecast and should not be relied on as being indicative of expected operating results. These hypothetical estimates are based on numerous assumptions including, but not limited to, the nature and timing of interest rate levels and yield curve shapes, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. While assumptions are developed based on perceived current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences may change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to prepayment and refinancing levels likely deviating from those assumed, the varying impact of interest rate change caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals, prepayment penalties and product preference changes and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that management might take in responding to, or anticipating, changes in interest rates and market conditions.\n\nINFLATION\n\nSubstantially all of the Company's assets and liabilities relate to banking activities and are monetary. The consolidated financial statements and related financial data are presented following GAAP. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, except for securities available for sale, impaired loans, and other real estate loans that are measured at fair value. Changes in the value of money due to rising inflation can cause purchasing power loss.\n\nManagement's opinion is that movements in interest rates affect the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do affect each other but do not always move in correlation with each other. The Company's ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company's performance.\n\n## LIQUIDITY\n\nLiquidity is the ability to fund customers’ borrowing needs and their deposit withdrawal requests while supporting asset growth. The Company’s primary sources of liquidity include deposit generation, asset maturities, cash flow from payments on loans and securities and access to borrowing from the Federal Reserve Discount Window, the Federal Home Loan Bank and other correspondent banks.\n\nAs of December 31, 2025, the Company had cash and cash equivalents of $44.4 million in the form of cash, due from banks, balances with the Federal Reserve Bank, and short-term deposits with other institutions. In addition, at December 31, 2025, the Company had total non-pledged securities available for sale of $146.4 million, which could be used for liquidity needs. This results in the Company having total liquidity at December 31, 2025 of $190.8 million, or 7.9% of total assets as of December 31, 2025, compared to total liquidity of $161.5 million, or 7.0% of total assets as of December 31, 2024. The Company also monitors other liquidity measures for compliance with Company policy guidelines. Based upon these measures, the Company believes its liquidity is adequate.\n\nThe Company maintains established lines of credit with the Federal Reserve Bank, the Federal Home Loan Bank of Pittsburgh (FHLB), the Atlantic Community Bankers Bank (ACBB) and other correspondent banks, which support liquidity needs. The total available credit under all lines was $168.8 million, which consists of $1.8 million with the Federal Reserve Bank, $150.0 million with the Federal Home Loan Bank of Pittsburgh, $7.0 million with the Atlantic Community Bankers Bank, and $10.0 million with PNC Bank. As of December 31, 2025 and December 31, 2024, there was $14.7 million and $76.7 million outstanding respectively on these lines of credit. The maximum borrowing capacity from FHLB at December 31, 2025 was $677.6 million. As of December 31, 2025, the Company had $0 million of term borrowings from the Federal Reserve Bank under the Bank Term Funding Program, and $74.1 million in total borrowings from the FHLB, compared to $20.0 and $158.5 million, respectively, at December 31, 2024. Outstanding Letters of Credit to secure public funds totaled $155.5 million and $147.0 million at December 31, 2025 and 2024, respectively."}