{"url_path":"/sec/nwfl/8-k/2026-03-12/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-03-12","source_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001193125-26-103217-index.html","accession_number":"0001193125-26-103217","cik":"0001013272","ticker":"NWFL","issuer_name":"NORWOOD FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001193125-26-103217-index.html","primary_entity_key":"0001013272","primary_entity_name":"NORWOOD FINANCIAL CORP"},"word_count":366,"has_tables":true,"body_markdown":"Item 9.01\n\nFinancial Statements and Exhibits.\n\n \n\n(a)\n\nFinancial statements of businesses acquired.\n\nPursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of PB Bankshares as of and for the years ended December 31, 2024 and 2023, including the independent auditor’s report, are not required to be filed again by this Current Report on Form 8-K, because substantially the same information was previously filed in the Company’s Registration Statement on Form S-4, as originally filed with the Commission on September 19, 2025 (File No. 333-290392) and as thereafter amended. The unaudited consolidated balance sheet of PB Bankshares as of September 30, 2025 and the unaudited consolidated statements of operations and cash flows for the nine months ended September 30, 2025 and 2024 are filed herewith as Exhibit 99.1 and are incorporated by reference into this item 9.01(a).\n\n \n\n(b)\n\nPro forma financial information.\n\nThe unaudited pro forma condensed consolidated combined financial information as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 is filed herewith as Exhibit 99.2 and is incorporated by reference into this item 9.01(b).\n\n \n\n(c)\n\nShell company transactions.\n\nNot applicable.\n\n(d)\n\nExhibits.\n\nThe following exhibits are filed with this report.\n\n \n\nExhibit No.\n\n  \n\nDescription\n\n99.1\n  \n[Unaudited consolidated balance sheet of PB Bankshares as of September 30, 2025 and the unaudited consolidated statements of operations and cash flows for the nine months ended September 30, 2025 and 2024 (incorporated by reference to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 by PB Bankshares filed on November 14, 2025 (File No. 001-40612)).](http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/1849670/000110465925112239/pbbk-20250930x10q.htm)\n\n99.2\n  \n[Unaudited Pro Forma Condensed Consolidated Combined Financial Information as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024](d36615dex992.htm)\n\n104\n  \nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n2\n\nSIGNATURES\n\nPursuant 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.\n\n \n\n \n\n \nNORWOOD FINANCIAL CORP\n\nDate:March 11, 2026\n \n\n \nBy:\n \n\n/s/ John M. McCaffery\n\n \n\n \n\n \nJohn M. McCaffery\n\n \n\n \n\n \nExecutive Vice President and Chief Financial Officer\n\n \n\n \n\n \n(Duly Authorized Representative)\n\n \n\n3"}