{"url_path":"/sec/nwfl/8-k/2026-01-05/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-05","source_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001193125-26-001612-index.html","accession_number":"0001193125-26-001612","cik":"0001013272","ticker":"NWFL","issuer_name":"NORWOOD FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001193125-26-001612-index.html","primary_entity_key":"0001013272","primary_entity_name":"NORWOOD FINANCIAL CORP"},"word_count":296,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nOn January 5, 2026, Norwood Financial Corp (the “Company”) completed its acquisition of PB Bankshares, Inc. (“PB Bankshares”) pursuant to the terms of the Agreement and Plan of Merger, dated July 7, 2025, by and among the Company, Wayne Bank, PB Bankshares and Presence Bank (the “Merger Agreement”). As of September 30, 2025, PB Bankshares had total assets of $456.4 million, deposits of $355.0 million and shareholders’ equity of $51.3 million. As a result of the merger, Norwood and Wayne Bank will extend its market footprint into Chester and Lancaster Counties in Pennsylvania. The combined company will have approximately $2.9 billion in assets and 33 office locations.\n\nPursuant to the terms of the Merger Agreement, PB Bankshares was merged with and into the Company, with the Company as the surviving corporation of the merger (the “Merger”). At the effective time of the Merger on January 5, 2026, each outstanding share of the common stock of PB Bankshares was converted into, at the election of the holder but subject to the limitations and allocation and proration provisions set forth in the Merger Agreement, either $19.75 in cash or 0.7850 of a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned subsidiary of the Company, with Wayne Bank as the surviving entity.\n\nThe foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement which is filed as Exhibit 2.1 hereto and is incorporated by reference herein."}