false--12-31 Q3 2025 0001013272 Yes Yes http://fasb.org/us-gaap/2024#OtherAssets http://fasb.org/us-gaap/2024#OtherAssets http://fasb.org/us-gaap/2024#OtherLiabilities http://fasb.org/us-gaap/2024#OtherLiabilities http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember 0001013272 us-gaap:TreasuryStockCommonMember 2025-07-01 2025-09-30 0001013272 us-gaap:TreasuryStockCommonMember 2024-07-01 2024-09-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2025-09-30 0001013272 us-gaap:TreasuryStockCommonMember 2025-09-30 0001013272 us-gaap:RetainedEarningsMember 2025-09-30 0001013272 us-gaap:AdditionalPaidInCapitalMember 2025-09-30 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-09-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2025-06-30 0001013272 us-gaap:TreasuryStockCommonMember 2025-06-30 0001013272 us-gaap:RetainedEarningsMember 2025-06-30 0001013272 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2024-12-31 0001013272 us-gaap:TreasuryStockCommonMember 2024-12-31 0001013272 us-gaap:RetainedEarningsMember 2024-12-31 0001013272 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2024-09-30 0001013272 us-gaap:TreasuryStockCommonMember 2024-09-30 0001013272 us-gaap:RetainedEarningsMember 2024-09-30 0001013272 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-09-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2024-06-30 0001013272 us-gaap:TreasuryStockCommonMember 2024-06-30 0001013272 us-gaap:RetainedEarningsMember 2024-06-30 0001013272 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2023-12-31 0001013272 us-gaap:TreasuryStockCommonMember 2023-12-31 0001013272 us-gaap:RetainedEarningsMember 2023-12-31 0001013272 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001013272 2024-01-01 2024-12-31 0001013272 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-09-30 0001013272 us-gaap:RestrictedStockMember 2025-07-01 2025-09-30 0001013272 us-gaap:RestrictedStockMember 2025-01-01 2025-09-30 0001013272 us-gaap:RestrictedStockMember 2024-07-01 2024-09-30 0001013272 us-gaap:RestrictedStockMember 2024-01-01 2024-09-30 0001013272 srt:WeightedAverageMember nwfl:ImpairedLoansMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2025-09-30 0001013272 srt:WeightedAverageMember nwfl:ForeclosedRealEstateOwnedMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2025-09-30 0001013272 srt:MinimumMember nwfl:ImpairedLoansMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2025-09-30 0001013272 srt:MaximumMember nwfl:ImpairedLoansMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2025-09-30 0001013272 nwfl:ForeclosedRealEstateOwnedMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2025-09-30 0001013272 srt:WeightedAverageMember nwfl:ImpairedLoansMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2024-12-31 0001013272 srt:WeightedAverageMember nwfl:ForeclosedRealEstateOwnedMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2024-12-31 0001013272 srt:MinimumMember nwfl:ImpairedLoansMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2024-12-31 0001013272 srt:MinimumMember nwfl:ForeclosedRealEstateOwnedMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2024-12-31 0001013272 srt:MaximumMember nwfl:ImpairedLoansMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2024-12-31 0001013272 srt:MaximumMember nwfl:ForeclosedRealEstateOwnedMember us-gaap:MeasurementInputAppraisedValueMember us-gaap:MarketApproachValuationTechniqueMember 2024-12-31 0001013272 us-gaap:FinancialServiceOtherMember 2025-07-01 2025-09-30 0001013272 us-gaap:FiduciaryAndTrustMember 2025-07-01 2025-09-30 0001013272 us-gaap:DepositAccountMember 2025-07-01 2025-09-30 0001013272 us-gaap:DebitCardMember 2025-07-01 2025-09-30 0001013272 nwfl:ServiceChargesAndFeesMember 2025-07-01 2025-09-30 0001013272 nwfl:SafeDepositBoxRentalMember 2025-07-01 2025-09-30 0001013272 nwfl:OverdraftFeesMember 2025-07-01 2025-09-30 0001013272 nwfl:LoanRelatedServiceFeesMember 2025-07-01 2025-09-30 0001013272 nwfl:FiduciaryActivitiesMember 2025-07-01 2025-09-30 0001013272 nwfl:CommissionsOnMutualFundsAndAnnuitiesMember 2025-07-01 2025-09-30 0001013272 nwfl:AtmFeesMember 2025-07-01 2025-09-30 0001013272 us-gaap:FinancialServiceOtherMember 2025-01-01 2025-09-30 0001013272 us-gaap:FiduciaryAndTrustMember 2025-01-01 2025-09-30 0001013272 us-gaap:DepositAccountMember 2025-01-01 2025-09-30 0001013272 us-gaap:DebitCardMember 2025-01-01 2025-09-30 0001013272 nwfl:ServiceChargesAndFeesMember 2025-01-01 2025-09-30 0001013272 nwfl:SafeDepositBoxRentalMember 2025-01-01 2025-09-30 0001013272 nwfl:OverdraftFeesMember 2025-01-01 2025-09-30 0001013272 nwfl:LoanRelatedServiceFeesMember 2025-01-01 2025-09-30 0001013272 nwfl:FiduciaryActivitiesMember 2025-01-01 2025-09-30 0001013272 nwfl:CommissionsOnMutualFundsAndAnnuitiesMember 2025-01-01 2025-09-30 0001013272 nwfl:AtmFeesMember 2025-01-01 2025-09-30 0001013272 us-gaap:FinancialServiceOtherMember 2024-07-01 2024-09-30 0001013272 us-gaap:FiduciaryAndTrustMember 2024-07-01 2024-09-30 0001013272 us-gaap:DepositAccountMember 2024-07-01 2024-09-30 0001013272 us-gaap:DebitCardMember 2024-07-01 2024-09-30 0001013272 nwfl:ServiceChargesAndFeesMember 2024-07-01 2024-09-30 0001013272 nwfl:SafeDepositBoxRentalMember 2024-07-01 2024-09-30 0001013272 nwfl:OverdraftFeesMember 2024-07-01 2024-09-30 0001013272 nwfl:LoanRelatedServiceFeesMember 2024-07-01 2024-09-30 0001013272 nwfl:FiduciaryActivitiesMember 2024-07-01 2024-09-30 0001013272 nwfl:CommissionsOnMutualFundsAndAnnuitiesMember 2024-07-01 2024-09-30 0001013272 nwfl:AtmFeesMember 2024-07-01 2024-09-30 0001013272 us-gaap:FinancialServiceOtherMember 2024-01-01 2024-09-30 0001013272 us-gaap:FiduciaryAndTrustMember 2024-01-01 2024-09-30 0001013272 us-gaap:DepositAccountMember 2024-01-01 2024-09-30 0001013272 us-gaap:DebitCardMember 2024-01-01 2024-09-30 0001013272 nwfl:ServiceChargesAndFeesMember 2024-01-01 2024-09-30 0001013272 nwfl:SafeDepositBoxRentalMember 2024-01-01 2024-09-30 0001013272 nwfl:OverdraftFeesMember 2024-01-01 2024-09-30 0001013272 nwfl:LoanRelatedServiceFeesMember 2024-01-01 2024-09-30 0001013272 nwfl:GainsOnSalesOfOtherRealEstateOwnedMember 2024-01-01 2024-09-30 0001013272 nwfl:FiduciaryActivitiesMember 2024-01-01 2024-09-30 0001013272 nwfl:CommissionsOnMutualFundsAndAnnuitiesMember 2024-01-01 2024-09-30 0001013272 nwfl:AtmFeesMember 2024-01-01 2024-09-30 0001013272 us-gaap:ConstructionLoansMember 2025-07-01 2025-09-30 0001013272 nwfl:OtherAgriculturalMember 2025-07-01 2025-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2025-07-01 2025-09-30 0001013272 us-gaap:ConstructionLoansMember 2025-01-01 2025-09-30 0001013272 nwfl:AllOtherPortfoliosMember 2025-01-01 2025-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2025-01-01 2025-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2024-07-01 2024-09-30 0001013272 us-gaap:ConstructionLoansMember 2024-07-01 2024-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2024-07-01 2024-09-30 0001013272 nwfl:OtherAgriculturalMember 2024-07-01 2024-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2024-07-01 2024-09-30 0001013272 us-gaap:ConstructionLoansMember 2024-01-01 2024-09-30 0001013272 nwfl:OtherAgriculturalMember 2024-01-01 2024-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2024-01-01 2024-09-30 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-07-01 2025-09-30 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-09-30 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-01 2024-09-30 0001013272 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-09-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2025-07-01 2025-09-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2025-01-01 2025-09-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2024-07-01 2024-09-30 0001013272 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2024-01-01 2024-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:WineriesMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:ResortsMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:ResidentialRentalsMember us-gaap:ResidentialPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:MobileHomeParkMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:HotelsMotelsMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:GovernmentSupportMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:FuelGasStationsMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:DairyCattleMilkProductMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:CommercialRentalsMember us-gaap:CommercialRealEstatePortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:CampsMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:BuildersContractorsMember us-gaap:ConstructionLoansMember 2025-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember us-gaap:FinancialAssetNotPastDueMember 2025-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember nwfl:FinancingReceivables61To90DaysPastDueMember 2025-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember nwfl:FinancingReceivables31To60DaysPastDueMember 2025-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember us-gaap:FinancialAssetNotPastDueMember 2025-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember nwfl:FinancingReceivables61To90DaysPastDueMember 2025-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember nwfl:FinancingReceivables31To60DaysPastDueMember 2025-09-30 0001013272 us-gaap:ConstructionLoansMember us-gaap:FinancialAssetNotPastDueMember 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:FinancialAssetNotPastDueMember 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember nwfl:FinancingReceivables31To60DaysPastDueMember 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember us-gaap:FinancialAssetNotPastDueMember 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember nwfl:FinancingReceivables61To90DaysPastDueMember 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember nwfl:FinancingReceivables31To60DaysPastDueMember 2025-09-30 0001013272 nwfl:OtherAgriculturalLoansMember us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember 2025-09-30 0001013272 nwfl:OtherAgriculturalLoansMember us-gaap:FinancialAssetNotPastDueMember 2025-09-30 0001013272 nwfl:OtherAgriculturalLoansMember nwfl:FinancingReceivables31To60DaysPastDueMember 2025-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember us-gaap:FinancialAssetNotPastDueMember 2025-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember nwfl:FinancingReceivables61To90DaysPastDueMember 2025-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember nwfl:FinancingReceivables31To60DaysPastDueMember 2025-09-30 0001013272 us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember 2025-09-30 0001013272 us-gaap:FinancialAssetNotPastDueMember 2025-09-30 0001013272 nwfl:FinancingReceivables61To90DaysPastDueMember 2025-09-30 0001013272 nwfl:FinancingReceivables31To60DaysPastDueMember 2025-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember us-gaap:FinancialAssetNotPastDueMember 2024-12-31 0001013272 us-gaap:ResidentialPortfolioSegmentMember nwfl:FinancingReceivables61To90DaysPastDueMember 2024-12-31 0001013272 us-gaap:ResidentialPortfolioSegmentMember nwfl:FinancingReceivables31To60DaysPastDueMember 2024-12-31 0001013272 us-gaap:ConsumerPortfolioSegmentMember us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember 2024-12-31 0001013272 us-gaap:ConsumerPortfolioSegmentMember us-gaap:FinancialAssetNotPastDueMember 2024-12-31 0001013272 us-gaap:ConsumerPortfolioSegmentMember nwfl:FinancingReceivables61To90DaysPastDueMember 2024-12-31 0001013272 us-gaap:ConsumerPortfolioSegmentMember nwfl:FinancingReceivables31To60DaysPastDueMember 2024-12-31 0001013272 us-gaap:ConstructionLoansMember us-gaap:FinancialAssetNotPastDueMember 2024-12-31 0001013272 us-gaap:ConstructionLoansMember nwfl:FinancingReceivables31To60DaysPastDueMember 2024-12-31 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:FinancialAssetNotPastDueMember 2024-12-31 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember nwfl:FinancingReceivables61To90DaysPastDueMember 2024-12-31 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember nwfl:FinancingReceivables31To60DaysPastDueMember 2024-12-31 0001013272 us-gaap:CommercialPortfolioSegmentMember us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember 2024-12-31 0001013272 us-gaap:CommercialPortfolioSegmentMember us-gaap:FinancialAssetNotPastDueMember 2024-12-31 0001013272 us-gaap:CommercialPortfolioSegmentMember nwfl:FinancingReceivables61To90DaysPastDueMember 2024-12-31 0001013272 us-gaap:CommercialPortfolioSegmentMember nwfl:FinancingReceivables31To60DaysPastDueMember 2024-12-31 0001013272 nwfl:OtherAgriculturalLoansMember us-gaap:FinancialAssetNotPastDueMember 2024-12-31 0001013272 nwfl:OtherAgriculturalLoansMember nwfl:FinancingReceivables31To60DaysPastDueMember 2024-12-31 0001013272 nwfl:AgriculturalRealEstateLoansMember us-gaap:FinancialAssetNotPastDueMember 2024-12-31 0001013272 us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember 2024-12-31 0001013272 us-gaap:FinancialAssetNotPastDueMember 2024-12-31 0001013272 nwfl:FinancingReceivables61To90DaysPastDueMember 2024-12-31 0001013272 nwfl:FinancingReceivables31To60DaysPastDueMember 2024-12-31 0001013272 us-gaap:InterestRateContractMember 2025-01-01 2025-09-30 0001013272 us-gaap:InterestRateContractMember 2024-01-01 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember us-gaap:SubstandardMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:AgriculturalRealEstateLoansMember us-gaap:SubstandardMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember us-gaap:SubstandardMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember nwfl:AgriculturalRealEstateLoansMember us-gaap:SubstandardMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:NonperformingFinancingReceivableMember us-gaap:ConstructionLoansMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember us-gaap:SpecialMentionMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:SubstandardMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:SpecialMentionMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:PassMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember us-gaap:SubstandardMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember us-gaap:PassMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember us-gaap:SpecialMentionMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember us-gaap:PassMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:AgriculturalRealEstateLoansMember us-gaap:SpecialMentionMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:AgriculturalRealEstateLoansMember us-gaap:PassMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:PerformingFinancingReceivableMember us-gaap:ResidentialPortfolioSegmentMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:PerformingFinancingReceivableMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:PerformingFinancingReceivableMember us-gaap:ConstructionLoansMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:NonperformingFinancingReceivableMember us-gaap:ResidentialPortfolioSegmentMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:NonperformingFinancingReceivableMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:SubstandardMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:SpecialMentionMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:PassMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:AgriculturalRealEstateLoansMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ResidentialPortfolioSegmentMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:PerformingFinancingReceivableMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:NonperformingFinancingReceivableMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ConstructionLoansMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:SubstandardMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:SpecialMentionMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:PassMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember us-gaap:SubstandardMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember us-gaap:SpecialMentionMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember us-gaap:PassMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember us-gaap:SpecialMentionMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember us-gaap:PassMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember nwfl:AgriculturalRealEstateLoansMember us-gaap:SpecialMentionMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember nwfl:AgriculturalRealEstateLoansMember us-gaap:PassMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:PerformingFinancingReceivableMember us-gaap:ResidentialPortfolioSegmentMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:PerformingFinancingReceivableMember us-gaap:ConsumerPortfolioSegmentMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:PerformingFinancingReceivableMember us-gaap:ConstructionLoansMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:NonperformingFinancingReceivableMember us-gaap:ResidentialPortfolioSegmentMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:NonperformingFinancingReceivableMember us-gaap:ConsumerPortfolioSegmentMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:SubstandardMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:SpecialMentionMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:PassMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember nwfl:AgriculturalRealEstateLoansMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ResidentialPortfolioSegmentMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:PerformingFinancingReceivableMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:NonperformingFinancingReceivableMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ConsumerPortfolioSegmentMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ConstructionLoansMember 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember 2024-12-31 0001013272 srt:MinimumMember us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:PaymentDeferralMember 2025-01-01 2025-09-30 0001013272 srt:MinimumMember us-gaap:CommercialRealEstatePortfolioSegmentMember nwfl:DeferredPrincipalMember 2025-01-01 2025-09-30 0001013272 srt:MinimumMember us-gaap:CommercialPortfolioSegmentMember us-gaap:PaymentDeferralMember 2025-01-01 2025-09-30 0001013272 srt:MaximumMember us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:PaymentDeferralMember 2025-01-01 2025-09-30 0001013272 srt:MaximumMember us-gaap:CommercialRealEstatePortfolioSegmentMember nwfl:DeferredPrincipalMember 2025-01-01 2025-09-30 0001013272 srt:MaximumMember us-gaap:CommercialPortfolioSegmentMember us-gaap:PaymentDeferralMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember nwfl:TermExtensionMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember nwfl:TermExtensionMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember nwfl:DeferredPrincipalMember 2025-01-01 2025-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember us-gaap:ExtendedMaturityMember 2025-01-01 2025-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember us-gaap:PaymentDeferralMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:PaymentDeferralMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember us-gaap:ExtendedMaturityMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember nwfl:CombinationSignificantPaymentDelayAndTermExtensionMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember us-gaap:PaymentDeferralMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember us-gaap:ExtendedMaturityMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember nwfl:CombinationSignificantPaymentDelayAndTermExtensionMember 2025-01-01 2025-09-30 0001013272 us-gaap:PaymentDeferralMember 2025-01-01 2025-09-30 0001013272 us-gaap:ExtendedMaturityMember 2025-01-01 2025-09-30 0001013272 nwfl:CombinationSignificantPaymentDelayAndTermExtensionMember 2025-01-01 2025-09-30 0001013272 nwfl:ResidentialRentalsMember 2025-01-01 2025-09-30 0001013272 nwfl:OtherAgriculturalMember 2025-01-01 2025-09-30 0001013272 nwfl:CommercialRentalsMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2024-01-01 2024-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2025-07-01 2025-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2025-07-01 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2025-07-01 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2025-07-01 2025-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2024-07-01 2024-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2024-07-01 2024-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2024-01-01 2024-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2024-01-01 2024-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2024-01-01 2024-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2025-06-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2025-06-30 0001013272 us-gaap:ConstructionLoansMember 2025-06-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2025-06-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2025-06-30 0001013272 nwfl:OtherAgriculturalMember 2025-06-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2025-06-30 0001013272 2025-06-30 0001013272 nwfl:OtherAgriculturalMember 2024-12-31 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2024-06-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2024-06-30 0001013272 us-gaap:ConstructionLoansMember 2024-06-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2024-06-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2024-06-30 0001013272 nwfl:OtherAgriculturalMember 2024-06-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2024-06-30 0001013272 2024-06-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2023-12-31 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2023-12-31 0001013272 us-gaap:ConstructionLoansMember 2023-12-31 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2023-12-31 0001013272 us-gaap:CommercialPortfolioSegmentMember 2023-12-31 0001013272 nwfl:OtherAgriculturalMember 2023-12-31 0001013272 nwfl:AgriculturalRealEstateLoansMember 2023-12-31 0001013272 nwfl:LoanMember 2025-01-01 2025-09-30 0001013272 nwfl:LoanMember 2024-01-01 2024-12-31 0001013272 nwfl:OtherAgriculturalMember 2025-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2024-09-30 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2024-09-30 0001013272 us-gaap:ConstructionLoansMember 2024-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2024-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2024-09-30 0001013272 nwfl:OtherAgriculturalMember 2024-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2024-09-30 0001013272 us-gaap:StandbyLettersOfCreditMember 2025-09-30 0001013272 us-gaap:CommitmentsToExtendCreditMember 2025-09-30 0001013272 nwfl:UnfundedCommitmentsUnderLinesOfCreditMember 2025-09-30 0001013272 us-gaap:StandbyLettersOfCreditMember 2024-09-30 0001013272 us-gaap:CommitmentsToExtendCreditMember 2024-09-30 0001013272 nwfl:UnfundedCommitmentsUnderLinesOfCreditMember 2024-09-30 0001013272 nwfl:NorwoodFinancialCorp2024EquityIncentivePlanMember 2025-09-30 0001013272 us-gaap:RetainedEarningsMember 2025-07-01 2025-09-30 0001013272 us-gaap:RetainedEarningsMember 2025-01-01 2025-09-30 0001013272 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001013272 us-gaap:RetainedEarningsMember 2024-01-01 2024-09-30 0001013272 nwfl:DateMember nwfl:ThirdPartyInterestRateSwapMember 2025-09-30 0001013272 nwfl:DateMember nwfl:CustomerInterestRateSwapMember 2025-09-30 0001013272 nwfl:DateBMember nwfl:ThirdPartyInterestRateSwapMember 2025-09-30 0001013272 nwfl:DateBMember nwfl:CustomerInterestRateSwapMember 2025-09-30 0001013272 nwfl:ThirdPartyInterestRateSwapMember 2025-09-30 0001013272 nwfl:CustomerInterestRateSwapMember 2025-09-30 0001013272 nwfl:DateMember nwfl:ThirdPartyInterestRateSwapMember 2024-12-31 0001013272 nwfl:DateMember nwfl:CustomerInterestRateSwapMember 2024-12-31 0001013272 nwfl:DateBMember nwfl:ThirdPartyInterestRateSwapMember 2024-12-31 0001013272 nwfl:DateBMember nwfl:CustomerInterestRateSwapMember 2024-12-31 0001013272 nwfl:ThirdPartyInterestRateSwapMember 2024-12-31 0001013272 nwfl:CustomerInterestRateSwapMember 2024-12-31 0001013272 us-gaap:InterestRateContractMember 2025-09-30 0001013272 us-gaap:InterestRateContractMember 2024-12-31 0001013272 us-gaap:FairValueInputsLevel3Member 2025-09-30 0001013272 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001013272 us-gaap:LoansReceivableMember nwfl:WineriesMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:ResortsMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:ResidentialRentalsMember us-gaap:ResidentialPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:MobileHomeParkMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:HotelsMotelsMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:GovernmentSupportMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:FuelGasStationsMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:DairyCattleMilkProductMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:CommercialRentalsMember us-gaap:CommercialRealEstatePortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:CampsMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 us-gaap:LoansReceivableMember nwfl:BuildersContractorsMember us-gaap:ConstructionLoansMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommonStockMember 2025-09-30 0001013272 us-gaap:CommonStockMember 2025-06-30 0001013272 us-gaap:CommonStockMember 2024-12-31 0001013272 us-gaap:CommonStockMember 2024-09-30 0001013272 us-gaap:CommonStockMember 2024-06-30 0001013272 us-gaap:CommonStockMember 2023-12-31 0001013272 2024-09-30 0001013272 2023-12-31 0001013272 us-gaap:USStatesAndPoliticalSubdivisionsMember 2025-09-30 0001013272 us-gaap:USStatesAndPoliticalSubdivisionsMember 2024-12-31 0001013272 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2024-12-31 0001013272 us-gaap:USTreasurySecuritiesMember 2025-09-30 0001013272 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2025-09-30 0001013272 us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2025-09-30 0001013272 us-gaap:CorporateDebtSecuritiesMember 2025-09-30 0001013272 us-gaap:USTreasurySecuritiesMember 2024-12-31 0001013272 us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2024-12-31 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USStatesAndPoliticalSubdivisionsMember 2025-09-30 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2025-09-30 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2025-09-30 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2025-09-30 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nwfl:InterestRateDerivativesMember 2025-09-30 0001013272 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2025-09-30 0001013272 nwfl:ImpairedLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2025-09-30 0001013272 nwfl:ForeclosedRealEstateOwnedMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2025-09-30 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2025-09-30 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USStatesAndPoliticalSubdivisionsMember 2025-09-30 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2025-09-30 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2025-09-30 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2025-09-30 0001013272 us-gaap:FairValueMeasurementsRecurringMember nwfl:InterestRateDerivativesMember 2025-09-30 0001013272 nwfl:ImpairedLoansMember us-gaap:MarketApproachValuationTechniqueMember 2025-09-30 0001013272 nwfl:ImpairedLoansMember us-gaap:FairValueMeasurementsNonrecurringMember 2025-09-30 0001013272 nwfl:ForeclosedRealEstateOwnedMember us-gaap:MarketApproachValuationTechniqueMember 2025-09-30 0001013272 nwfl:ForeclosedRealEstateOwnedMember us-gaap:FairValueMeasurementsNonrecurringMember 2025-09-30 0001013272 nwfl:ImpairedLoansMember 2025-09-30 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USStatesAndPoliticalSubdivisionsMember 2024-12-31 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2024-12-31 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2024-12-31 0001013272 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nwfl:InterestRateDerivativesMember 2024-12-31 0001013272 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2024-12-31 0001013272 nwfl:ImpairedLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2024-12-31 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2024-12-31 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USStatesAndPoliticalSubdivisionsMember 2024-12-31 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2024-12-31 0001013272 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2024-12-31 0001013272 us-gaap:FairValueMeasurementsRecurringMember nwfl:InterestRateDerivativesMember 2024-12-31 0001013272 nwfl:ImpairedLoansMember us-gaap:MarketApproachValuationTechniqueMember 2024-12-31 0001013272 nwfl:ImpairedLoansMember us-gaap:FairValueMeasurementsNonrecurringMember 2024-12-31 0001013272 nwfl:ImpairedLoansMember 2024-12-31 0001013272 nwfl:PbBanksharesInc.Member 2025-09-30 0001013272 us-gaap:TreasuryStockCommonMember 2025-01-01 2025-09-30 0001013272 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001013272 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-09-30 0001013272 us-gaap:AdditionalPaidInCapitalMember 2025-07-01 2025-09-30 0001013272 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommonStockMember 2025-07-01 2025-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2024-12-31 0001013272 nwfl:PbBanksharesInc.Member 2025-01-01 2025-09-30 0001013272 nwfl:AgriculturalRealEstateLoansMember 2025-09-30 0001013272 us-gaap:ConstructionLoansMember 2024-12-31 0001013272 nwfl:OtherAgriculturalLoansMember 2024-12-31 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 nwfl:ImpairedLoansMember 2025-01-01 2025-09-30 0001013272 nwfl:ImpairedLoansMember 2024-01-01 2024-12-31 0001013272 nwfl:LoanMember 2025-09-30 0001013272 nwfl:LoanMember 2024-12-31 0001013272 2025-07-01 2025-09-30 0001013272 2024-07-01 2024-09-30 0001013272 2024-01-01 2024-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:ConstructionLoansMember 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2025-09-30 0001013272 nwfl:OtherAgriculturalLoansMember 2025-09-30 0001013272 us-gaap:CommercialPortfolioSegmentMember 2024-12-31 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2025-09-30 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2025-09-30 0001013272 us-gaap:ResidentialPortfolioSegmentMember 2024-12-31 0001013272 us-gaap:ConsumerPortfolioSegmentMember 2024-12-31 0001013272 us-gaap:CommercialRealEstatePortfolioSegmentMember 2024-12-31 0001013272 2025-09-30 0001013272 2024-12-31 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialRealEstatePortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember nwfl:OtherAgriculturalLoansMember 2025-01-01 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ResidentialPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ConsumerPortfolioSegmentMember 2025-01-01 2025-09-30 0001013272 nwfl:NonHomogenousPoolsMember us-gaap:CommercialPortfolioSegmentMember 2024-01-01 2024-12-31 0001013272 nwfl:BasedOnPaymentActivityMember us-gaap:ConsumerPortfolioSegmentMember 2024-01-01 2024-12-31 0001013272 nwfl:PbBanksharesInc.Member 2025-07-07 0001013272 nwfl:PbBanksharesInc.Member 2025-07-07 2025-07-07 0001013272 nwfl:AppointeeNotAppointedAsMemberOfClassOfBoardOfDirectorsMember 2025-01-01 2025-09-30 0001013272 nwfl:AppointedAsMemberOfClassOfBoardOfDirectorsMember 2025-01-01 2025-09-30 0001013272 us-gaap:TreasuryStockCommonMember 2024-01-01 2024-09-30 0001013272 srt:MinimumMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommonStockMember 2025-01-01 2025-09-30 0001013272 us-gaap:CommonStockMember 2024-01-01 2024-09-30 0001013272 us-gaap:FairValueInputsLevel1Member 2025-09-30 0001013272 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2025-09-30 0001013272 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2025-09-30 0001013272 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001013272 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2024-12-31 0001013272 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2024-12-31 0001013272 2025-11-01 0001013272 2025-01-01 2025-09-30 nwfl:segment nwfl:security iso4217:USD xbrli:shares nwfl:property nwfl:item nwfl:loan xbrli:pure iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 0-28364

Norwood Financial Corp

(Exact name of registrant as specified in its charter)

Pennsylvania |  | 23-2828306
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. 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

N/A

Former name, former address and former fiscal year, if changed since last report.

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 (x) whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer |  | ☐ |  | Accelerated filer |  | ☒
Non-accelerated filer |  | ☐ |  | Smaller reporting company |  | ☒
|  |  |  | 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class |  | Outstanding as of November 1, 2025
Common stock, par value $0.10 per share |  | 9,264,200

NORWOOD FINANCIAL CORP

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2025

|  | Page Number
PART I - | CONSOLIDATED FINANCIAL INFORMATION OF NORWOOD FINANCIAL CORP | 3
Item 1. | Financial Statements (unaudited) | 3
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 49
Item 4. | Controls and Procedures | 51
PART II - | OTHER INFORMATION | 52
Item 1. | Legal Proceedings | 52
Item 1A. | Risk Factors | 52
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 52
Item 3. | Defaults Upon Senior Securities | 53
Item 4. | Mine Safety Disclosures | 53
Item 5. | Other Information | 53
Item 6. | Exhibits | 54
Signatures |  | 55

‎

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets (unaudited)

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

| September 30, |  | December 31,
| 2025 |  | 2024
ASSETS |  |  |  |  |
Cash and due from banks | $ | 50,348 |  | $ | 27,562
Interest-bearing deposits with banks |  | 24,382 |  |  | 44,777
Cash and cash equivalents |  | 74,730 |  |  | 72,339
Securities available for sale, at fair value (net of allowance for credit losses of $0) |  | 403,989 |  |  | 397,846
Loans receivable (net of allowance for credit losses of $19,911 and $19,843) |  | 1,794,771 |  |  | 1,693,795
Regulatory stock, at cost |  | 6,163 |  |  | 13,366
Bank premises and equipment, net |  | 22,292 |  |  | 19,657
Bank owned life insurance |  | 45,821 |  |  | 46,657
Accrued interest receivable |  | 8,686 |  |  | 8,466
Deferred tax assets, net |  | 16,528 |  |  | 17,696
Goodwill |  | 29,266 |  |  | 29,266
Other intangibles |  | 109 |  |  | 152
Other assets |  | 9,596 |  |  | 18,222
TOTAL ASSETS | $ | 2,411,951 |  | $ | 2,317,462
LIABILITIES |  |  |  |  |
Deposits: |  |  |  |  |
Non-interest bearing demand | $ | 424,027 |  | $ | 381,479
Interest-bearing |  | 1,649,941 |  |  | 1,477,684
Total deposits |  | 2,073,968 |  |  | 1,859,163
Short-term borrowings |  | — |  |  | 113,069
Other borrowings |  | 72,071 |  |  | 101,793
Accrued interest payable |  | 9,823 |  |  | 12,615
Other liabilities |  | 21,184 |  |  | 17,314
TOTAL LIABILITIES |  | 2,177,046 |  |  | 2,103,954
STOCKHOLDERS’ EQUITY |  |  |  |  |
Preferred stock, no par value per share, |  |  |  |  |
authorized: 5,000,000 shares; issued: none |  | — |  |  | —
Common stock, $0.10 par value per share, |  |  |  |  |
authorized: 20,000,000 shares, |  |  |  |  |
issued: 2025: 9,491,558 shares, 2024: 9,487,068 shares |  | 949 |  |  | 949
Surplus |  | 127,190 |  |  | 126,514
Retained earnings |  | 136,662 |  |  | 124,963
Treasury stock at cost: 2025: 229,233 shares; 2024: 214,161 shares |  | (6,188) |  |  | (5,797)
Accumulated other comprehensive loss |  | (23,708) |  |  | (33,121)
TOTAL STOCKHOLDERS’ EQUITY |  | 234,905 |  |  | 213,508
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 2,411,951 |  | $ | 2,317,462

See accompanying notes to the unaudited consolidated financial statements.
‎

3

NORWOOD FINANCIAL CORP

Consolidated Statements of Income (unaudited)

(dollars in thousan ds, except per share data)

| Three Months Ended |  | Nine Months Ended
| September 30, |  | September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |
Loans receivable, including fees | $ | 28,141 |  | $ | 25,464 |  | $ | 81,244 |  | $ | 73,266
Securities |  | 3,907 |  |  | 2,526 |  |  | 11,648 |  |  | 7,635
Interest bearing deposits with other banks |  | 144 |  |  | 497 |  |  | 590 |  |  | 2,194
Total interest income |  | 32,192 |  |  | 28,487 |  |  | 93,482 |  |  | 83,095
INTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |
Deposits |  | 10,730 |  |  | 10,553 |  |  | 32,347 |  |  | 31,349
Short-term borrowings |  | 105 |  |  | 323 |  |  | 774 |  |  | 1,015
Other borrowings |  | 899 |  |  | 1,680 |  |  | 2,981 |  |  | 5,165
Total interest expense |  | 11,734 |  |  | 12,556 |  |  | 36,102 |  |  | 37,529
NET INTEREST INCOME |  | 20,458 |  |  | 15,931 |  |  | 57,380 |  |  | 45,566
(RELEASE OF) PROVISION FOR CREDIT LOSSES |  |  |  |  |  |  |  |  |  |  |
(Release of) provision for credit losses |  | (392) |  |  | 1,216 |  |  | 1,372 |  |  | 888
(Release of) provision for off balance sheet commitments |  | (110) |  |  | 129 |  |  | (67) |  |  | 181
Total (release of) provision for credit losses |  | (502) |  |  | 1,345 |  |  | 1,305 |  |  | 1,069
NET INTEREST INCOME AFTER |  |  |  |  |  |  |  |  |  |  |
(RELEASE OF) PROVISION FOR CREDIT LOSSES |  | 20,960 |  |  | 14,586 |  |  | 56,075 |  |  | 44,497
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |
Service charges and fees |  | 1,660 |  |  | 1,517 |  |  | 4,687 |  |  | 4,364
Income from fiduciary activities |  | 254 |  |  | 256 |  |  | 805 |  |  | 719
Gains on sales of loans, net |  | 130 |  |  | 103 |  |  | 242 |  |  | 145
Gain on sales of foreclosed real estate owned |  | — |  |  | — |  |  | — |  |  | 32
Earnings and proceeds on bank owned life insurance |  | 268 |  |  | 261 |  |  | 820 |  |  | 781
Other |  | 193 |  |  | 158 |  |  | 551 |  |  | 467
Total other income |  | 2,505 |  |  | 2,295 |  |  | 7,105 |  |  | 6,508
OTHER EXPENSES |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  | 6,696 |  |  | 6,239 |  |  | 19,773 |  |  | 18,328
Occupancy, furniture & equipment, net |  | 1,361 |  |  | 1,269 |  |  | 4,088 |  |  | 3,758
Data processing and related operations |  | 1,087 |  |  | 1,162 |  |  | 3,361 |  |  | 3,208
Taxes, other than income |  | 192 |  |  | 179 |  |  | 577 |  |  | 452
Professional fees |  | 968 |  |  | 576 |  |  | 2,250 |  |  | 1,669
Federal Deposit Insurance Corporation insurance |  | 368 |  |  | 339 |  |  | 1,129 |  |  | 1,009
Foreclosed real estate |  | 1 |  |  | 9 |  |  | 143 |  |  | 45
Amortization of intangibles |  | 12 |  |  | 16 |  |  | 42 |  |  | 54
Other |  | 2,249 |  |  | 2,242 |  |  | 6,166 |  |  | 6,683
Total other expenses |  | 12,934 |  |  | 12,031 |  |  | 37,529 |  |  | 35,206
INCOME BEFORE INCOME TAXES |  | 10,531 |  |  | 4,850 |  |  | 25,651 |  |  | 15,799
INCOME TAX EXPENSE |  | 2,197 |  |  | 1,006 |  |  | 5,338 |  |  | 3,308
NET INCOME | $ | 8,334 |  | $ | 3,844 |  | $ | 20,313 |  | $ | 12,491
BASIC EARNINGS PER SHARE | $ | 0.89 |  | $ | 0.48 |  | $ | 2.22 |  | $ | 1.55
DILUTED EARNINGS PER SHARE | $ | 0.89 |  | $ | 0.48 |  | $ | 2.22 |  | $ | 1.55

See accompanying notes to the unaudited consolidated financial statements.

‎

4

NORWOOD FINANCIAL CORP

Consolidated Statements of Comprehensive Income (unaudited)

(dollars in thousands)

| Three Months Ended
| September 30,
| 2025 |  | 2024
Net income | $ | 8,334 |  | $ | 3,844
Other comprehensive income |  |  |  |  |
Investment securities available for sale: |  |  |  |  |
Unrealized holding gains |  | 4,806 |  |  | 14,928
Tax effect |  | (1,009) |  |  | (3,136)
Other comprehensive income |  | 3,797 |  |  | 11,792
Comprehensive Income | $ | 12,131 |  | $ | 15,636

| Nine Months Ended
| September 30,
| 2025 |  | 2024
Net income | $ | 20,313 |  | $ | 12,491
Other comprehensive income |  |  |  |  |
Investment securities available for sale: |  |  |  |  |
Unrealized holding gains |  | 11,913 |  |  | 11,799
Tax effect |  | (2,500) |  |  | (2,478)
Other comprehensive income |  | 9,413 |  |  | 9,321
Comprehensive Income | $ | 29,726 |  | $ | 21,812

See accompanying notes to the unaudited consolidated financial statements.

‎

5

NORWOOD FINANCIAL CORP

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

Nine Months Ended September 30, 2025 and 2024

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

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Other |  |  |
|  | Common Stock |  |  |  |  | Retained |  | Treasury Stock |  | Comprehensive |  |  |
|  | Shares |  | Amount |  | Surplus |  | Earnings |  | Shares |  | Amount |  | Loss |  | Total
Balance, December 31, 2024 |  |  | 9,487,068 |  | $ | 949 |  | $ | 126,514 |  | $ | 124,963 |  |  | 214,161 |  | $ | (5,797) |  | $ | (33,121) |  | $ | 213,508
Net income |  |  | - |  |  | - |  |  | - |  |  | 20,313 |  |  | - |  |  | - |  |  | - |  |  | 20,313
Other comprehensive income |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 9,413 |  |  | 9,413
Cash dividends declared ($0.93 per share) |  |  | - |  |  | - |  |  | - |  |  | (8,614) |  |  | - |  |  | - |  |  | - |  |  | (8,614)
Acquisition of treasury stock |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 15,822 |  |  | (349) |  |  | - |  |  | (349)
Compensation expense related to restricted stock |  |  | 1,220 |  |  | - |  |  | 412 |  |  | - |  |  | - |  |  | (62) |  |  | - |  |  | 350
Director retainer stock |  |  | 3,270 |  |  | - |  |  | 84 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 84
Stock options exercised |  |  | - |  |  | - |  |  | (6) |  |  | - |  |  | (750) |  |  | 20 |  |  | - |  |  | 14
Compensation expense related to stock options |  |  | - |  |  | - |  |  | 186 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 186
Balance, September 30, 2025 |  |  | 9,491,558 |  | $ | 949 |  | $ | 127,190 |  | $ | 136,662 |  |  | 229,233 |  | $ | (6,188) |  | $ | (23,708) |  | $ | 234,905
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Other |  |  |
|  | Common Stock |  |  |  |  | Retained |  | Treasury Stock |  | Comprehensive |  |  |
|  | Shares |  | Amount |  | Surplus |  | Earnings |  | Shares |  | Amount |  | Loss |  | Total
Balance, December 31, 2023 |  |  | 8,310,847 |  | $ | 831 |  | $ | 97,700 |  | $ | 135,284 |  |  | 200,690 |  | $ | (5,397) |  | $ | (47,348) |  | $ | 181,070
Net income |  |  | - |  |  | - |  |  | - |  |  | 12,491 |  |  | - |  |  | - |  |  | - |  |  | 12,491
Other comprehensive income |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 9,321 |  |  | 9,321
Cash dividends declared ($0.90 per share) |  |  | - |  |  | - |  |  | - |  |  | (7,286) |  |  | - |  |  | - |  |  | - |  |  | (7,286)
Acquisition of treasury stock |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 24,780 |  |  | (676) |  |  | - |  |  | (676)
Compensation expense related to restricted stock |  |  | 1,004 |  |  | - |  |  | 410 |  |  | - |  |  | 4,350 |  |  | (130) |  |  | - |  |  | 280
Stock options exercised |  |  | - |  |  | - |  |  | (41) |  |  | - |  |  | (8,680) |  |  | 234 |  |  | - |  |  | 193
Compensation expense related to stock options |  |  | - |  |  | - |  |  | 261 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 261
Balance, September 30, 2024 |  |  | 8,311,851 |  | $ | 831 |  | $ | 98,330 |  | $ | 140,489 |  |  | 221,140 |  | $ | (5,969) |  | $ | (38,027) |  | $ | 195,654

‎

6

NORWOOD FINANCIAL CORP

Consolidated Statements of Changes in Stockholders’ Equity(unaudited)

Three Months Ended September 30, 2025 and 2024

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

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Other |  |  |
|  | Common Stock |  |  |  |  | Retained |  | Treasury Stock |  | Comprehensive |  |  |
|  | Shares |  | Amount |  | Surplus |  | Earnings |  | Shares |  | Amount |  | Loss |  | Total
Balance, June 30, 2025 |  |  | 9,490,505 |  | $ | 949 |  | $ | 126,990 |  | $ | 131,199 |  |  | 229,983 |  | $ | (6,208) |  | $ | (27,505) |  | $ | 225,425
Net income |  |  | - |  |  | - |  |  | - |  |  | 8,334 |  |  | - |  |  | - |  |  | - |  |  | 8,334
Other comprehensive income |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 3,797 |  |  | 3,797
Cash dividends declared ($0.31 per share) |  |  | - |  |  | - |  |  | - |  |  | (2,871) |  |  | - |  |  | - |  |  | - |  |  | (2,871)
Acquisition of treasury stock |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | -
Compensation expense related to restricted stock |  |  | - |  |  | - |  |  | 117 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 117
Director retainer stock |  |  | 1,053 |  |  | - |  |  | 27 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 27
Stock options exercised |  |  | - |  |  | - |  |  | (6) |  |  | - |  |  | (750) |  |  | 20 |  |  | - |  |  | 14
Compensation expense related to stock options |  |  | - |  |  | - |  |  | 62 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 62
Balance, September 30, 2025 |  |  | 9,491,558 |  | $ | 949 |  | $ | 127,190 |  | $ | 136,662 |  |  | 229,233 |  | $ | (6,188) |  | $ | (23,708) |  | $ | 234,905
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Other |  |  |
|  | Common Stock |  |  |  |  | Retained |  | Treasury Stock |  | Comprehensive |  |  |
|  | Shares |  | Amount |  | Surplus |  | Earnings |  | Shares |  | Amount |  | Loss |  | Total
Balance, June 30, 2024 |  |  | 8,311,851 |  | $ | 831 |  | $ | 98,082 |  | $ | 139,070 |  |  | 221,540 |  | $ | (5,977) |  | $ | (49,819) |  | $ | 182,187
Net income |  |  | - |  |  | - |  |  | - |  |  | 3,844 |  |  | - |  |  | - |  |  | - |  |  | 3,844
Other comprehensive income |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 11,792 |  |  | 11,792
Cash dividends declared ($0.30 per share) |  |  | - |  |  | - |  |  | - |  |  | (2,425) |  |  | - |  |  | - |  |  | - |  |  | (2,425)
Acquisition of treasury stock |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 8,280 |  |  | (226) |  |  | - |  |  | (226)
Compensation expense related to restricted stock |  |  | - |  |  | - |  |  | 203 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 203
Stock options exercised |  |  | - |  |  | - |  |  | (41) |  |  |  |  |  | (8,680) |  |  | 234 |  |  |  |  |  | 193
Compensation expense related to stock options |  |  | - |  |  | - |  |  | 86 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 86
Balance, September 30, 2024 |  |  | 8,311,851 |  | $ | 831 |  | $ | 98,330 |  | $ | 140,489 |  |  | 221,140 |  | $ | (5,969) |  | $ | (38,027) |  | $ | 195,654

See accompanying notes to the unaudited consolidated financial statements.

‎

7

NORWOOD FINANCIAL CORP

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands) |  |  |  |  |
| Nine Months Ended September 30,
| 2025 |  | 2024
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |
Net income | $ | 20,313 |  | $ | 12,491
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |
Provision for (release of) credit losses |  | 1,305 |  |  | 1,069
Depreciation |  | 1,020 |  |  | 995
Amortization of intangible assets |  | 42 |  |  | 54
Deferred income taxes |  | (1,334) |  |  | 57
Net (accretion) amortization of securities premiums and discounts |  | (470) |  |  | 442
Earnings and proceeds on life insurance policies |  | (820) |  |  | (781)
Gain on sales and write-downs of fixed assets and foreclosed real estate owned, net |  | (9) |  |  | (32)
Net amortization of loan fees |  | 577 |  |  | 474
Net gain on sale of loans |  | (242) |  |  | (145)
Mortgage loans originated for sale |  | (9,823) |  |  | (6,490)
Proceeds from sale of loans originated for sale |  | 10,065 |  |  | 6,635
Compensation expense related to stock options |  | 186 |  |  | 261
Compensation expense related to restricted stock |  | 350 |  |  | 280
(Increase) decrease in accrued interest receivable |  | (220) |  |  | 61
(Decrease) increase in accrued interest payable |  | (2,792) |  |  | 2,178
Other, net |  | 7,044 |  |  | 452
Net cash provided by operating activities |  | 25,192 |  |  | 18,001
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |
Securities available for sale: |  |  |  |  |
Proceeds from maturities and principal reductions on mortgage-backed securities |  | 41,714 |  |  | 44,714
Purchases |  | (35,473) |  |  | (23,990)
Purchase of regulatory stock |  | (14,245) |  |  | (7,961)
Redemption of regulatory stock |  | 21,448 |  |  | 8,950
Net increase in loans |  | (97,316) |  |  | (73,658)
Proceeds from bank-owned life insurance |  | 1,656 |  |  | 838
Purchase of premises and equipment |  | (3,646) |  |  | (1,660)
Proceeds from sales of foreclosed real estate owned |  | — |  |  | 109
Net cash used in investing activities |  | (85,862) |  |  | (52,658)
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |
Net increase in deposits |  | 214,805 |  |  | 60,092
Net decrease in short-term borrowings |  | (113,069) |  |  | (21,623)
Repayments of other borrowings |  | (69,722) |  |  | (39,277)
Proceeds from other borrowings |  | 40,000 |  |  | 60,000
Stock options exercised |  | 14 |  |  | 193
Purchase of treasury stock |  | (349) |  |  | (676)
Cash dividends paid |  | (8,618) |  |  | (7,292)
Net cash provided by financing activities |  | 63,061 |  |  | 51,417
Increase in cash and cash equivalents |  | 2,391 |  |  | 16,760
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |  | 72,339 |  |  | 66,120
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 74,730 |  | $ | 82,880

‎

8

NORWOOD FINANCIAL CORP

Consolidated Statements of Cash Flows (Unaudited) (continued)

(dollars in thousands) |  |  |  |  |
| Nine Months Ended September 30,
| 2025 |  | 2024
Supplemental Disclosures of Cash Flow Information |  |  |  |  |
Cash payments for: |  |  |  |  |
Interest on deposits and borrowings | $ | 38,894 |  | $ | 35,351
Income taxes paid, net of refunds | $ | 1,371 |  | $ | 1,682
Supplemental Schedule of Noncash Investing Activities: |  |  |  |  |
Transfers of loans to foreclosed real estate and repossession of other assets | $ | 2,448 |  | $ | 1,502
Dividends payable | $ | 2,871 |  | $ | 2,427

See accompanying notes to the unaudited consolidated financial statements.

‎

9

Notes to the Unaudited Consolidated Financial Statements

1. Basis of Presentation

The unaudited consolidated financial statements include the accounts of Norwood Financial Corp (the “Company”) and its wholly-owned subsidiary, Wayne Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp., and WTRO Properties, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles for interim financial statements and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. The financial statements reflect, in the opinion of management, all normal, recurring adjustments necessary to present fairly the consolidated financial position and results of operations of the Company. The operating results for the three-month and nine-month periods ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other future interim period.

2. Revenue Recognition

Under ASC Topic 606, management determined that the primary sources of revenue emanating from interest and dividend income on loans and investments along with noninterest revenue resulting from investment security gains, loan servicing, gains on the sale of loans sold and earnings on bank-owned life insurance are not within the scope of this Topic.

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three-month and nine-month periods ended September 30:

| Three months ended
| September 30,
(dollars in thousands) |  |  |  |  |
Noninterest Income | 2025 |  | 2024
In-scope of Topic 606: |  |  |  |  |
Service charges on deposit accounts | $ | 121 |  | $ | 113
ATM fees |  | 50 |  |  | 112
Overdraft fees |  | 399 |  |  | 363
Safe deposit box rental |  | 22 |  |  | 23
Loan related service fees |  | 181 |  |  | 128
Debit card fees |  | 634 |  |  | 590
Fiduciary activities |  | 254 |  |  | 256
Commissions on mutual funds and annuities |  | 188 |  |  | 131
Gains on sales of other real estate owned |  | — |  |  | —
Other income |  | 193 |  |  | 158
Noninterest Income (in-scope of Topic 606) |  | 2,042 |  |  | 1,874
Out-of-scope of Topic 606: |  |  |  |  |
Loan servicing fees |  | 65 |  |  | 57
Gains on sales of loans |  | 130 |  |  | 103
Earnings on and proceeds from bank-owned life insurance |  | 268 |  |  | 261
Noninterest Income (out-of-scope of Topic 606) |  | 463 |  |  | 421
Total Noninterest Income | $ | 2,505 |  | $ | 2,295

10

| Nine months ended
| September 30,
(dollars in thousands) |  |  |  |  |
Noninterest Income | 2025 |  | 2024
In-scope of Topic 606: |  |  |  |  |
Service charges on deposit accounts | $ | 348 |  | $ | 338
ATM fees |  | 205 |  |  | 325
Overdraft fees |  | 1,146 |  |  | 1,063
Safe deposit box rental |  | 68 |  |  | 68
Loan related service fees |  | 462 |  |  | 447
Debit card fees |  | 1,777 |  |  | 1,732
Fiduciary activities |  | 805 |  |  | 719
Commissions on mutual funds and annuities |  | 528 |  |  | 275
Gains on sales of other real estate owned |  | — |  |  | 32
Other income |  | 551 |  |  | 467
Noninterest Income (in-scope of Topic 606) |  | 5,890 |  |  | 5,466
Out-of-scope of Topic 606: |  |  |  |  |
Loan servicing fees |  | 153 |  |  | 116
Gains on sales of loans |  | 242 |  |  | 145
Earnings on and proceeds from bank-owned life insurance |  | 820 |  |  | 781
Noninterest Income (out-of-scope of Topic 606) |  | 1,215 |  |  | 1,042
Total Noninterest Income | $ | 7,105 |  | $ | 6,508

3. Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and restricted stock, and are determined using the treasury stock method.

The following table sets forth the weighted average shares outstanding used in the computations of basic and diluted earnings per share.

(in thousands) | Three Months Ended |  | Nine Months Ended
| September 30, |  | September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Weighted average shares outstanding | 9,364 |  | 8,091 |  | 9,263 |  | 8,099
Less: Unvested restricted shares | (48) |  | (45) |  | (102) |  | (45)
Basic EPS weighted average shares outstanding | 9,316 |  | 8,046 |  | 9,161 |  | 8,054
Basic EPS weighted average shares outstanding | 9,316 |  | 8,046 |  | 9,161 |  | 8,054
Add: Dilutive effect of stock options and restricted shares | 1 |  | 6 |  | 3 |  | 6
Diluted EPS weighted average shares outstanding | 9,317 |  | 8,052 |  | 9,164 |  | 8,060

For the three and nine month periods ended September 30, 2025, there were 188,850 stock options that were anti-dilutive and thereby excluded from the earnings per share calculations based upon the closing price of the Company’s common stock of $25.42 per share as of September 30, 2025.

For the three and nine month periods ended September 30, 2024, there were 135,350 stock options that were anti-dilutive and thereby excluded from the earnings per share calculations based upon the closing price of the Company’s common stock of $27.58 per share as of September 30, 2024.

11

4. Stock-Based Compensation

During the nine-month period ended September 30, 2025, no stock options were granted. As of September 30, 2025, there was $62,000 of total unrecognized compensation cost related to non-vested options granted in 2024 under the 2024 Equity Incentive Plan, which will be fully realized by December 31, 2025. Compensation costs related to stock options amounted to $186,000 and $261,000 during the nine-month periods ended September 30, 2025 and 2024, respectively. For the three-month periods ended September 30, 2025 and 2024, the compensation costs related to stock options amounted to $62,000 and $86,000, respectively.

A summary of the Company’s stock option activity for the nine-month period ended September 30, 2025 is as follows:

|  |  | Weighted |  |  |  |  |
|  |  | Average Exercise |  | Weighted Average |  | Aggregate
|  |  | Price |  | Remaining |  | Intrinsic Value
| Options |  | Per Share |  | Contractual Term |  | ($000)
Outstanding at January 1, 2025 | 220,600 |  | $ | 29.78 |  | 6.1 | Yrs. |  | $ | 112
Granted | — |  |  | — |  | — |  |  |  |
Exercised | (750) |  |  | 19.03 |  | — |  |  |  |
Forfeited | (20,500) |  |  | 29.64 |  | 7.1 |  |  |  |
Outstanding at September 30, 2025 | 199,350 |  | $ | 29.83 |  | 5.8 | Yrs. |  | $ | 43
Exercisable at September 30, 2025 | 168,350 |  | $ | 30.31 |  | 5.2 | Yrs. |  | $ | 43

Intrinsic value represents the amount by which the market price of the stock on the measurement date exceeded the exercise price of the option. The market price was $25.42 per share as of September 30, 2025 and $27.21 per share as of December 31, 2024.

A summary of the Company’s restricted stock activity for the nine-month periods ended September 30, 2025 and 2024 is as follows:

| 2025 |  | 2024
|  |  | Weighted- |  |  |  | Weighted-
|  |  | Average |  |  |  | Average
| Number of |  | Grant Date |  | Number of |  | Grant Date
| Restricted |  |  |  | Restricted |  |
| Stock |  | Fair Value |  | Stock |  | Fair Value
Non-vested, January 1, | 54,484 |  | $ | 28.55 |  | 45,966 |  | $ | 29.90
Granted | 1,220 |  |  | 26.44 |  | 1,004 |  |  | 24.90
Vested | (5,627) |  |  | 27.01 |  | (1,200) |  |  | 25.71
Forfeited | (2,147) |  |  | 28.99 |  | (4,350) |  |  | 29.98
Non-vested, September 30, | 47,930 |  | $ | 28.66 |  | 41,420 |  | $ | 29.72

The expected future compensation expense relating to the 47,930 shares of non-vested restricted stock outstanding as of September 30, 2025 is $1,155,000. This cost will be recognized over the remaining vesting period of 4.25 years. Compensation costs related to restricted stock amounted to $350,000 and $280,000 during the nine-month periods ended September 30, 2025 and 2024, respectively. For the three-month periods ended September 30, 2025 and 2024, the compensation costs related to restricted stock amounted to $117,000 and $73,000, respectively.

12

5. Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss (in thousands) by component net of tax for the three and nine months ended September 30, 2025 and 2024:

| Unrealized gains (losses) on
| available for sale securities
| and pension liability (a)
Balance as of December 31, 2024 | $ | (33,121)
Other comprehensive income before reclassification |  | 9,413
Amount reclassified from accumulated other comprehensive loss |  | -
Total other comprehensive income |  | 9,413
Balance as of September 30, 2025 | $ | (23,708)
| Unrealized losses on
| available for sale securities
| and pension liability (a)
Balance as of December 31, 2023 | $ | (47,348)
Other comprehensive loss before reclassification |  | 9,321
Amount reclassified from accumulated other comprehensive loss |  | -
Total other comprehensive loss |  | 9,321
Balance as of September 30, 2024 | $ | (38,027)

| Unrealized gains (losses) on
| available for sale securities
| and pension liability (a)
Balance as of June 30, 2025 | $ | (27,505)
Other comprehensive income before reclassification |  | 3,797
Amount reclassified from accumulated other comprehensive loss |  | -
Total other comprehensive income |  | 3,797
Balance as of September 30, 2025 | $ | (23,708)
| Unrealized losses on
| available for sale securities
| and pension liability (a)
Balance as of June 30, 2024 | $ | (49,819)
Other comprehensive loss before reclassification |  | 11,792
Amount reclassified from accumulated other comprehensive loss |  | -
Total other comprehensive loss |  | 11,792
Balance as of September 30, 2024 | $ | (38,027)

(a)All amounts are net of tax. Amounts in parentheses indicate debits.

There were no amounts reclassified out of accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024.

6. Off-Balance Sheet Financial Instruments and Guarantees

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

13

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

A summary of the Bank’s financial instrument commitments is as follows:

(in thousands) | September 30,
| 2025 |  | 2024
Commitments to grant loans | $ | 84,905 |  | $ | 93,685
Unfunded commitments under lines of credit |  | 156,585 |  |  | 160,659
Standby letters of credit |  | 5,835 |  |  | 6,973
| $ | 247,325 |  | $ | 261,317

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate.

The Bank does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Bank, generally, holds collateral and/or personal guarantees supporting these commitments. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees.

The allowance for credit loss on off-balance sheet commitments were $356,000 and $423,000, respectively at September 30, 2025 and December 31, 2024.

7. Securities

The amortized cost, gross unrealized gains and losses, approximate fair value, and allowance for credit losses of securities available for sale were as follows:

| September 30, 2025
|  |  |  | Gross |  | Gross |  |  | Allowance |  |  |
| Amortized |  | Unrealized |  | Unrealized |  |  | for Credit |  | Fair
| Cost |  | Gains |  | Losses |  |  | Losses |  | Value
| (In Thousands)
Available for Sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities | $ | 17,907 |  | $ | 33 |  | $ | - |  | $ | - |  | $ | 17,940
U.S. Government agencies |  | 8,000 |  |  | 30 |  |  | (396) |  |  | - |  |  | 7,634
States and political subdivisions |  | 106,364 |  |  | - |  |  | (16,097) |  |  | - |  |  | 90,267
Corporate obligations |  | 8,401 |  |  | 81 |  |  | - |  |  | - |  |  | 8,482
Mortgage-backed securities- |  |  |  |  |  |  |  |  |  |  |  |  |  |
government sponsored entities |  | 293,848 |  |  | 2,563 |  |  | (16,745) |  |  | - |  |  | 279,666
Total debt securities | $ | 434,520 |  | $ | 2,707 |  | $ | (33,238) |  | $ | - |  | $ | 403,989

14

| December 31, 2024
|  |  |  | Gross |  | Gross |  |  | Allowance |  |  |
| Amortized |  | Unrealized |  | Unrealized |  |  | for Credit | Fair
| Cost |  | Gains |  | Losses |  |  | Losses | Value
| (In Thousands)
Available for Sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities | $ | 19,623 |  | $ | 12 |  | $ | (37) |  | $ | - |  | $ | 19,598
U.S. Government agencies |  | 11,998 |  |  | - |  |  | (634) |  |  | - |  |  | 11,364
States and political subdivisions |  | 106,677 |  |  | - |  |  | (19,403) |  |  | - |  |  | 87,274
Mortgage-backed securities-government |  |  |  |  |  |  |  |  |  |  |  |  |  |
sponsored entities |  | 301,992 |  |  | 115 |  |  | (22,497) |  |  | - |  |  | 279,610
Total debt securities | $ | 440,290 |  | $ | 127 |  | $ | (42,571) |  | $ | - |  | $ | 397,846

The following tables summarize debt securities available for sale in a loss position for which an allowance for credit losses has not been recorded, aggregated by security type and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

| September 30, 2025
| Less than 12 Months |  | 12 Months or More |  | Total
| Fair Value |  | Unrealized Losses |  | Fair Value |  | Unrealized Losses |  | Fair Value |  | Unrealized Losses
U.S. Government agencies |  | - |  |  | - |  |  | 4,604 |  |  | (396) |  |  | 4,604 |  |  | (396)
States and political subdivisions |  | - |  |  | - |  |  | 88,592 |  |  | (16,097) |  |  | 88,592 |  |  | (16,097)
Mortgage-backed securities-government sponsored entities |  | 40,866 |  |  | (557) |  |  | 90,454 |  |  | (16,188) |  |  | 131,320 |  |  | (16,745)
| $ | 40,866 |  | $ | (557) |  | $ | 183,650 |  | $ | (32,681) |  | $ | 224,516 |  | $ | (33,238)

| December 31, 2024
| Less than 12 Months |  | 12 Months or More |  | Total
| Fair Value |  | Unrealized Losses |  | Fair Value |  | Unrealized Losses |  | Fair Value |  | Unrealized Losses
U.S. Treasury securities | $ | - |  | $ | - |  | $ | 9,961 |  | $ | (37) |  | $ | 9,961 |  | $ | (37)
U.S. Government agencies |  | 6,988 |  |  | (10) |  |  | 4,376 |  |  | (624) |  |  | 11,364 |  |  | (634)
States and political subdivisions |  | 1,164 |  |  | (21) |  |  | 85,620 |  |  | (19,382) |  |  | 86,784 |  |  | (19,403)
Mortgage-backed securities-government sponsored entities |  | 177,674 |  |  | (1,313) |  |  | 94,237 |  |  | (21,184) |  |  | 271,911 |  |  | (22,497)
| $ | 185,826 |  | $ | (1,344) |  | $ | 194,194 |  | $ | (41,227) |  | $ | 380,020 |  | $ | (42,571)

At September 30, 2025, the Company had 6 debt securities in an unrealized loss position in the less than twelve months category and 179 debt securities in the twelve months or more category. In Management’s opinion the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities. The Company concluded that the decline in the value of these securities was not indicative of a credit loss. The Company did no t recognize any credit losses on these available for sale debt securities for the nine months ended September 30, 2025 and 2024. The Company does not have the intent to sell the securities, and it is more likely than not that it will not have to sell the securities before recovery of its cost basis.

15

The amortized cost and fair value of debt securities as of September 30, 2025 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

| Available for Sale
| Amortized Cost |  | Fair Value
|  | (In Thousands)
Due in one year or less | $ | 14,355 |  | $ | 14,362
Due after one year through five years |  | 8,027 |  |  | 7,948
Due after five years through ten years |  | 75,483 |  |  | 66,105
Due after ten years |  | 42,807 |  |  | 35,908
|  | 140,672 |  |  | 124,323
Mortgage-backed securities-government sponsored entities |  | 293,848 |  |  | 279,666
| $ | 434,520 |  | $ | 403,989

There were no sales of securities available for sale for the three and nine months ended September 30, 2025 and 2024.

Securities with a carrying value of $262,802,000 and $308,777,000 at September 30, 2025 and December 31, 2024, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law.

8. Loans Receivable and Allowance for Credit Losses

Set forth below is selected data relating to the composition of the loan portfolio at the dates indicated (dollars in thousands):

| September 30, 2025 |  |  | December 31, 2024 |
Real Estate Loans: |  |  |  |  |  |  |  |  |  |  |
Residential | $ | 339,997 |  | 18.7 | % |  | $ | 330,856 |  | 19.3 | %
Commercial |  | 737,533 |  | 40.6 |  |  |  | 716,875 |  | 41.8 |
Agricultural |  | 60,680 |  | 3.3 |  |  |  | 63,488 |  | 3.7 |
Construction |  | 80,311 |  | 4.5 |  |  |  | 53,020 |  | 3.1 |
Commercial loans |  | 223,460 |  | 12.3 |  |  |  | 211,991 |  | 12.4 |
Other agricultural loans |  | 26,260 |  | 1.5 |  |  |  | 30,077 |  | 1.7 |
Consumer loans to individuals |  | 346,897 |  | 19.1 |  |  |  | 307,775 |  | 18.0 |
Total loans |  | 1,815,138 |  | 100.0 | % |  |  | 1,714,082 |  | 100.0 | %
Deferred fees, net |  | (456) |  |  |  |  |  | (444) |  |  |
Total loans receivable |  | 1,814,682 |  |  |  |  |  | 1,713,638 |  |  |
Allowance for credit losses |  | (19,911) |  |  |  |  |  | (19,843) |  |  |
Net loans receivable | $ | 1,794,771 |  |  |  |  | $ | 1,693,795 |  |  |

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in foreclosed real estate owned on the Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, foreclosed real estate owned totaled $771,000 and $0, respectively. During the three and nine months ended September 30, 2025, there were two additions to the foreclosed real estate category. As of September 30, 2025, the Company has initiated formal foreclosure proceedings on five properties classified as consumer residential mortgages with an aggregate carrying value of $259,000.

The following tables show the amount of loans in each category that were individually and collectively evaluated for credit loss:

| Real Estate Loans |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | Commercial |  |  | Other |  | Consumer |  |  |
| Residential |  | Commercial |  |  | Agricultural |  | Construction |  | Loans |  |  | Agricultural |  | Loans |  | Total
September 30, 2025 | (In thousands)
Individually evaluated | $ | 1,077 |  | $ | 5,472 |  | $ | — |  | $ | 50 |  | $ | 743 |  | $ | 25 |  | $ | 1,351 |  | $ | 8,718
Collectively evaluated |  | 338,920 |  |  | 732,061 |  |  | 60,680 |  |  | 80,261 |  |  | 222,717 |  |  | 26,235 |  |  | 345,546 |  |  | 1,806,420
Total Loans | $ | 339,997 |  | $ | 737,533 |  | $ | 60,680 |  | $ | 80,311 |  | $ | 223,460 |  | $ | 26,260 |  | $ | 346,897 |  | $ | 1,815,138

16

| Real Estate Loans |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | Commercial |  |  | Other |  | Consumer |  |  |
| Residential |  | Commercial |  |  | Agricultural |  | Construction |  | Loans |  |  | Agricultural |  | Loans |  | Total
| (In thousands)
December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Individually evaluated | $ | 940 |  | $ | 7,197 |  | $ | — |  | $ | — |  | $ | 854 |  | $ | — |  | $ | 1,031 |  | $ | 10,022
Collectively evaluated |  | 329,916 |  |  | 709,678 |  |  | 63,488 |  |  | 53,020 |  |  | 211,137 |  |  | 30,077 |  |  | 306,744 |  |  | 1,704,060
Total Loans | $ | 330,856 |  | $ | 716,875 |  | $ | 63,488 |  | $ | 53,020 |  | $ | 211,991 |  | $ | 30,077 |  | $ | 307,775 |  | $ | 1,714,082

Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first four categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as nonperformance, repossession, or death occurs to raise awareness of a possible credit event. The Company’s Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis. Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration. Loan Review, in conjunction with a third-party consultant, also annually reviews all criticized credits and relationships of $1,500,000 and over to re-affirm risk ratings.

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of September 30, 2025 and December 31, 2024 (in thousands):

| Current |  | 31-60 Days Past Due |  | 61-90 Days Past Due |  | Greater than 90 Days Past Due and still accruing |  |  | Non-accrual |  | Total Past Due and Non-Accrual |  | Total Loans
September 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real Estate loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential | $ | 338,303 |  | $ | 368 |  | $ | 249 |  | $ | - |  | $ | 1,077 |  | $ | 1,694 |  | $ | 339,997
Commercial |  | 733,032 |  |  | 483 |  |  | - |  |  | - |  |  | 4,018 |  |  | 4,501 |  |  | 737,533
Agricultural |  | 60,041 |  |  | 592 |  |  | 47 |  |  | - |  |  | - |  |  | 639 |  |  | 60,680
Construction |  | 80,261 |  |  | - |  |  | - |  |  | - |  |  | 50 |  |  | 50 |  |  | 80,311
Commercial loans |  | 223,034 |  |  | 333 |  |  | 24 |  |  | - |  |  | 69 |  |  | 426 |  |  | 223,460
Other agricultural loans |  | 26,027 |  |  | 208 |  |  | - |  |  | 25 |  |  | - |  |  | 233 |  |  | 26,260
Consumer loans |  | 344,738 |  |  | 505 |  |  | 303 |  |  | - |  |  | 1,351 |  |  | 2,159 |  |  | 346,897
Total | $ | 1,805,436 |  | $ | 2,489 |  | $ | 623 |  | $ | 25 |  | $ | 6,565 |  | $ | 9,702 |  | $ | 1,815,138

17

| Current |  | 31-60 Days Past Due |  | 61-90 Days Past Due |  | Greater than 90 Days Past Due and still accruing |  |  | Non-accrual |  | Total Past Due and Non-Accrual |  |  | Total Loans
December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real Estate loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential | $ | 329,578 |  | $ | 70 |  | $ | 268 |  | $ | - |  | $ | 940 |  | $ | 1,278 |  | $ | 330,856
Commercial |  | 709,821 |  |  | 1,182 |  |  | 129 |  |  | - |  |  | 5,743 |  |  | 7,054 |  |  | 716,875
Agricultural |  | 63,488 |  |  | - |  |  | - |  |  |  |  |  | - |  |  | - |  |  | 63,488
Construction |  | 53,009 |  |  | 11 |  |  | - |  |  | - |  |  | - |  |  | 11 |  |  | 53,020
Commercial loans |  | 211,520 |  |  | 194 |  |  | 117 |  |  | 33 |  |  | 127 |  |  | 471 |  |  | 211,991
Other agricultural loans |  | 30,028 |  |  | 49 |  |  | - |  |  | - |  |  | - |  |  | 49 |  |  | 30,077
Consumer loans |  | 305,676 |  |  | 805 |  |  | 263 |  |  | 121 |  |  | 910 |  |  | 2,099 |  |  | 307,775
Total | $ | 1,703,120 |  | $ | 2,311 |  | $ | 777 |  | $ | 154 |  | $ | 7,720 |  | $ | 10,962 |  | $ | 1,714,082

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the allowance for credit losses. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the allowance.

The following table presents the allowance for credit losses by the classes of the loan portfolio:

(In thousands) | Residential Real Estate |  | Commercial Real Estate |  |  | Agricultural Real Estate |  | Construction |  | Commercial |  |  | Other Agricultural |  | Consumer |  | Total
Beginning balance, December 31, 2024 | $ | 1,146 |  | $ | 11,406 |  | $ | 48 |  | $ | 884 |  | $ | 1,732 |  | $ | 162 |  | $ | 4,465 |  | $ | 19,843
Charge Offs |  | (63) |  |  | (62) |  |  | - |  |  | - |  |  | (83) |  |  | (48) |  |  | (1,273) |  |  | (1,529)
Recoveries |  | 3 |  |  | 8 |  |  | - |  |  | - |  |  | 99 |  |  | - |  |  | 115 |  |  | 225
(Release of) Provision for credit losses |  | 31 |  |  | (1,952) |  |  | (25) |  |  | 432 |  |  | 339 |  |  | 64 |  |  | 2,483 |  |  | 1,372
Ending balance, September 30, 2025 | $ | 1,117 |  | $ | 9,400 |  | $ | 23 |  | $ | 1,316 |  | $ | 2,087 |  | $ | 178 |  | $ | 5,790 |  | $ | 19,911
Ending balance individually evaluated | $ | - |  | $ | 294 |  | $ | - |  | $ | - |  | $ | - |  | $ | - |  | $ | 395 |  | $ | 689
Ending balance collectively evaluated | $ | 1,117 |  | $ | 9,106 |  | $ | 23 |  | $ | 1,316 |  | $ | 2,087 |  | $ | 178 |  | $ | 5,395 |  | $ | 19,222

(In thousands) | Residential Real Estate |  | Commercial Real Estate |  |  | Agricultural Real Estate |  | Construction |  | Commercial |  |  | Other Agricultural |  | Consumer |  | Total
Beginning balance, June 30, 2025 | $ | 1,011 |  | $ | 11,039 |  | $ | 39 |  | $ | 1,163 |  | $ | 1,933 |  | $ | 164 |  | $ | 5,559 |  | $ | 20,908
Charge Offs |  | (63) |  |  | (13) |  |  | - |  |  | - |  |  | (83) |  |  | - |  |  | (490) |  |  | (649)
Recoveries |  | 3 |  |  | 8 |  |  | - |  |  | - |  |  | 3 |  |  | - |  |  | 30 |  |  | 44
(Release of) Provision for credit losses |  | 166 |  |  | (1,634) |  |  | (16) |  |  | 153 |  |  | 234 |  |  | 14 |  |  | 691 |  |  | (392)
Ending balance, September 30, 2025 | $ | 1,117 |  | $ | 9,400 |  | $ | 23 |  | $ | 1,316 |  | $ | 2,087 |  | $ | 178 |  | $ | 5,790 |  | $ | 19,911

18

(In thousands) | Residential Real Estate |  | Commercial Real Estate |  |  | Agricultural Real Estate |  | Construction |  | Commercial |  |  | Other Agricultural |  | Consumer |  | Total
Beginning balance, December 31, 2023 | $ | 1,351 |  | $ | 11,871 |  | $ | 58 |  | $ | 933 |  | $ | 1,207 |  | $ | 94 |  | $ | 3,454 |  | $ | 18,968
Charge Offs |  | - |  |  | - |  |  | - |  |  | - |  |  | (85) |  |  | - |  |  | (1,297) |  |  | (1,382)
Recoveries |  | 42 |  |  | 106 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 77 |  |  | 225
(Release of) Provision for credit losses |  | (344) |  |  | (1,511) |  |  | (32) |  |  | (77) |  |  | 772 |  |  | 38 |  |  | 2,042 |  |  | 888
Ending balance, September 30, 2024 | $ | 1,049 |  | $ | 10,466 |  | $ | 26 |  | $ | 856 |  | $ | 1,894 |  | $ | 132 |  | $ | 4,276 |  | $ | 18,699
Ending balance individually evaluated ‎for impairment | $ | - |  | $ | 4 |  | $ | - |  | $ | - |  | $ | - |  | $ | - |  | $ | 235 |  | $ | 239
Ending balance collectively evaluated ‎for impairment | $ | 1,049 |  | $ | 10,462 |  | $ | 26 |  | $ | 856 |  | $ | 1,894 |  | $ | 132 |  | $ | 4,041 |  | $ | 18,460

(In thousands) | Residential Real Estate |  | Commercial Real Estate |  |  | Agricultural Real Estate |  | Construction |  | Commercial |  |  | Other Agricultural |  | Consumer |  | Total
Beginning balance, June 30, 2024 | $ | 1,131 |  | $ | 9,552 |  | $ | 41 |  | $ | 840 |  | $ | 2,035 |  | $ | 130 |  | $ | 4,077 |  | $ | 17,806
Charge Offs |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (358) |  |  | (358)
Recoveries |  | - |  |  | 2 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 33 |  |  | 35
(Release of) Provision for credit losses |  | (82) |  |  | 912 |  |  | (15) |  |  | 16 |  |  | (141) |  |  | 2 |  |  | 524 |  |  | 1,216
Ending balance, September 30, 2024 | $ | 1,049 |  | $ | 10,466 |  | $ | 26 |  | $ | 856 |  | $ | 1,894 |  | $ | 132 |  | $ | 4,276 |  | $ | 18,699

During the nine months ended September 30, 2025, the Company recorded a provision for credit losses related to loans totaling $1,372,000. The increase in provision was due primarily to an increase in the consumer portfolio provision of $2,483,000, offset by a release of provision of $1,952,000 in the commercial real estate portfolio, and an increase of $841,000 in all other portfolios, net. Factors impacting the provision include changes in the cumulative loss rates applied to the respective loan pools due to loss activity being added or subtracted with the passage of time, and variances in Qualitative Factors and Economic Factors.

The cumulative loss rate used as the basis for the estimate of credit losses is comprised of the Company’s historical loss experience. The Company chose to apply qualitative factors based on “quantitative metrics” which link the quantifiable metrics to historical changes in the qualitative factor categories. The Company also chose to apply economic projections to the model. A select group of economic indicators was utilized which was then correlated to the historical loss experience of the Company and its peers. Based on the correlation results, the economic adjustments are then weighted for relevancy and applied to the individual loan pools.

The following table presents the carrying value of loans on nonaccrual status and loans past due over 90 days still accruing interest (in thousands):

|  | Nonaccrual |  |  | Nonaccrual |  |  |  |  |  | Loans Past Due |  |  |
|  | with no |  |  | with |  |  | Total |  |  | Over 90 Days |  |  | Total
| ACL |  | ACL |  | Nonaccrual |  | Still Accruing |  | Nonperforming
September 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real Estate loans |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential | $ | 1,077 |  | $ | - |  | $ | 1,077 |  | $ | - |  | $ | 1,077
Commercial |  | 3,998 |  |  | 20 |  |  | 4,018 |  |  | - |  |  | 4,018
Agricultural |  | - |  |  | - |  |  | - |  |  | - |  |  | -
Construction |  | 50 |  |  | - |  |  | 50 |  |  | - |  |  | 50
Commercial loans |  | 69 |  |  | - |  |  | 69 |  |  | - |  |  | 69
Other agricultural loans |  | - |  |  | - |  |  | - |  |  | 25 |  |  | 25
Consumer loans |  | 358 |  |  | 993 |  |  | 1,351 |  |  | - |  |  | 1,351
Total | $ | 5,552 |  | $ | 1,013 |  | $ | 6,565 |  | $ | 25 |  | $ | 6,590

19

|  | Nonaccrual |  |  | Nonaccrual |  |  |  |  |  | Loans Past Due |  |  |
|  | with no |  |  | with |  |  | Total |  |  | Over 90 Days |  |  | Total
| ACL |  | ACL |  | Nonaccrual |  | Still Accruing |  | Nonperforming
December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real Estate loans |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential | $ | 936 |  | $ | 4 |  | $ | 940 |  | $ | - |  | $ | 940
Commercial |  | 5,739 |  |  | 4 |  |  | 5,743 |  |  | - |  |  | 5,743
Agricultural |  | - |  |  | - |  |  | - |  |  | - |  |  | -
Construction |  | - |  |  | - |  |  | - |  |  | - |  |  | -
Commercial loans |  | 127 |  |  | - |  |  | 127 |  |  | 33 |  |  | 160
Other agricultural loans |  | - |  |  | - |  |  | - |  |  | - |  |  | -
Consumer loans |  | 570 |  |  | 340 |  |  | 910 |  |  | 121 |  |  | 1,031
Total | $ | 7,372 |  | $ | 348 |  | $ | 7,720 |  | $ | 154 |  | $ | 7,874

20

Based on the most recent analysis performed, the following table presents the recorded investment in non-homogenous pools by internal risk rating systems (in thousands):

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Revolving |  | Revolving |  |
|  |  |  |  | Term Loans Amortized Costs Basis by Origination Year |  | Loans |  | Loans |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Amortized |  | Converted |  |
September 30, 2025 |  |  |  |  |  | 2025 |  | 2024 |  | 2023 |  | 2022 |  | 2021 |  | Prior |  | Cost Basis |  | to Term |  | Total
Commercial real estate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 87,169 | $ | 99,681 | $ | 69,980 | $ | 116,116 | $ | 88,223 | $ | 243,881 | $ | 18,745 | $ | - | $ | 723,795
Special Mention |  |  |  |  |  | - |  | - |  | - |  | 205 |  | 2,036 |  | 1,089 |  | - |  | - |  | 3,330
Substandard |  |  |  |  |  | - |  | 135 |  | - |  | - |  | 2,446 |  | 7,427 |  | 400 |  | - |  | 10,408
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 87,169 | $ | 99,816 | $ | 69,980 | $ | 116,321 | $ | 92,705 | $ | 252,397 | $ | 19,145 | $ | - | $ | 737,533
Commercial real estate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 62 | $ | - | $ | - | $ | 62
Real Estate - Agriculture |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 2,984 | $ | 5,140 | $ | 3,470 | $ | 10,904 | $ | 3,736 | $ | 31,936 | $ | 345 | $ | - | $ | 58,515
Special Mention |  |  |  |  |  | 154 |  | 865 |  | - |  | - |  | - |  | 1,139 |  | - |  | - |  | 2,158
Substandard |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | 7 |  | - |  | 7
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 3,138 | $ | 6,005 | $ | 3,470 | $ | 10,904 | $ | 3,736 | $ | 33,075 | $ | 352 | $ | - | $ | 60,680
Real Estate - Agriculture |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | -
Commercial loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 52,595 | $ | 42,889 | $ | 26,293 | $ | 25,747 | $ | 13,748 | $ | 19,565 | $ | 39,572 | $ | - | $ | 220,409
Special Mention |  |  |  |  |  | 35 |  | - |  | - |  | 23 |  | - |  | - |  | 14 |  | - |  | 72
Substandard |  |  |  |  |  | - |  | - |  | 259 |  | 334 |  | 588 |  | 798 |  | 1,000 |  | - |  | 2,979
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 52,630 | $ | 42,889 | $ | 26,552 | $ | 26,104 | $ | 14,336 | $ | 20,363 | $ | 40,586 | $ | - | $ | 223,460
Commercial loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | 60 | $ | 23 | $ | - | $ | - | $ | - | $ | 83

21

Other agricultural loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 2,289 | $ | 2,892 | $ | 1,434 | $ | 2,560 | $ | 2,151 | $ | 3,676 | $ | 7,271 | $ | - | $ | 22,273
Special Mention |  |  |  |  |  | - |  | 370 |  | - |  | - |  | - |  | 1,342 |  | 800 |  | - |  | 2,512
Substandard |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | 1,475 |  | - |  | 1,475
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 2,289 | $ | 3,262 | $ | 1,434 | $ | 2,560 | $ | 2,151 | $ | 5,018 | $ | 9,546 | $ | - | $ | 26,260
Other agricultural loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 48 | $ | - | $ | - | $ | 48
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 145,037 | $ | 150,602 | $ | 101,177 | $ | 155,327 | $ | 107,858 | $ | 299,058 | $ | 65,933 | $ | - | $ | 1,024,992
Special Mention |  |  |  |  |  | 189 |  | 1,235 |  | - |  | 228 |  | 2,036 |  | 3,570 |  | 814 |  | - |  | 8,072
Substandard |  |  |  |  |  | - |  | 135 |  | 259 |  | 334 |  | 3,034 |  | 8,225 |  | 2,882 |  | - |  | 14,869
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 145,226 | $ | 151,972 | $ | 101,436 | $ | 155,889 | $ | 112,928 | $ | 310,853 | $ | 69,629 | $ | - | $ | 1,047,933

‎

22

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Revolving |  | Revolving |  |
|  |  |  |  | Term Loans Amortized Costs Basis by Origination Year |  | Loans |  | Loans |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Amortized |  | Converted |  |
December 31, 2024 |  |  |  |  |  | 2024 |  | 2023 |  | 2022 |  | 2021 |  | 2020 |  | Prior |  | Cost Basis |  | to Term |  | Total
Commercial real estate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 102,773 | $ | 74,242 | $ | 121,881 | $ | 104,720 | $ | 60,941 | $ | 217,435 | $ | 20,829 | $ | - | $ | 702,821
Special Mention |  |  |  |  |  | 5 |  | - |  | 262 |  | - |  | - |  | 2,148 |  | - |  | - |  | 2,415
Substandard |  |  |  |  |  | 135 |  | - |  | - |  | 2,461 |  | 1,405 |  | 7,238 |  | 400 |  | - |  | 11,639
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 102,913 | $ | 74,242 | $ | 122,143 | $ | 107,181 | $ | 62,346 | $ | 226,821 | $ | 21,229 | $ | - | $ | 716,875
Commercial real estate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | -
Real Estate - Agriculture |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 6,257 | $ | 3,756 | $ | 12,036 | $ | 3,960 | $ | 7,148 | $ | 29,038 | $ | 336 | $ | - | $ | 62,531
Special Mention |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | 773 |  | 150 |  | - |  | 923
Substandard |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | 34 |  | - |  | 34
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 6,257 | $ | 3,756 | $ | 12,036 | $ | 3,960 | $ | 7,148 | $ | 29,811 | $ | 520 | $ | - | $ | 63,488
Real Estate - Agriculture |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | -
Commercial loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 57,939 | $ | 34,088 | $ | 29,465 | $ | 19,163 | $ | 10,233 | $ | 15,042 | $ | 42,906 | $ | - | $ | 208,836
Special Mention |  |  |  |  |  | - |  | - |  | 25 |  | - |  | - |  | 106 |  | 14 |  | - |  | 145
Substandard |  |  |  |  |  | - |  | 277 |  | 429 |  | 711 |  | - |  | 743 |  | 850 |  | - |  | 3,010
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 57,939 | $ | 34,365 | $ | 29,919 | $ | 19,874 | $ | 10,233 | $ | 15,891 | $ | 43,770 | $ | - | $ | 211,991
Commercial loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | 11 | $ | - | $ | - | $ | 8 | $ | 51 | $ | 30 | $ | - | $ | 100
Other agricultural loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 4,358 | $ | 1,836 | $ | 3,721 | $ | 2,379 | $ | 2,134 | $ | 4,353 | $ | 9,697 | $ | - | $ | 28,478
Special Mention |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | 127 |  | - |  | - |  | 127
Substandard |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | 1,472 |  | - |  | 1,472
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 4,358 | $ | 1,836 | $ | 3,721 | $ | 2,379 | $ | 2,134 | $ | 4,480 | $ | 11,169 | $ | - | $ | 30,077

23

Other agricultural loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | -
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Rating |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  |  |  | $ | 171,327 | $ | 113,922 | $ | 167,103 | $ | 130,222 | $ | 80,456 | $ | 265,868 | $ | 73,768 | $ | - | $ | 1,002,666
Special Mention |  |  |  |  |  | 5 |  | - |  | 287 |  | - |  | - |  | 3,154 |  | 164 |  | - |  | 3,610
Substandard |  |  |  |  |  | 135 |  | 277 |  | 429 |  | 3,172 |  | 1,405 |  | 7,981 |  | 2,756 |  | - |  | 16,155
Doubtful |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 171,467 | $ | 114,199 | $ | 167,819 | $ | 133,394 | $ | 81,861 | $ | 277,003 | $ | 76,688 | $ | - | $ | 1,022,431

24

The Company monitors the credit risk profile by payment activity for residential and consumer loan classes. Loans past due over 90 days and loans on nonaccrual status are considered nonperforming. Nonperforming loans are reviewed monthly. The following table presents the carrying value of residential and consumer loans based on payment activity (in thousands):

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Revolving |  | Revolving |  |
|  |  |  |  | Term Loans Amortized Costs Basis by Origination Year |  | Loans |  | Loans |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Amortized |  | Converted |  |
September 30, 2025 |  |  |  |  |  | 2025 |  | 2024 |  | 2023 |  | 2022 |  | 2021 |  | Prior |  | Cost Basis |  | to Term |  | Total
Residential real estate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payment Performance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Performing |  |  |  |  | $ | 15,317 | $ | 36,098 | $ | 39,157 | $ | 55,459 | $ | 48,761 | $ | 110,550 | $ | 33,578 | $ | - | $ | 338,920
Nonperforming |  |  |  |  |  | - |  | - |  | 125 |  | 151 |  | 170 |  | 612 |  | 19 |  | - |  | 1,077
Total |  |  |  |  | $ | 15,317 | $ | 36,098 | $ | 39,282 | $ | 55,610 | $ | 48,931 | $ | 111,162 | $ | 33,597 | $ | - | $ | 339,997
Residential real estate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 63 | $ | - | $ | - | $ | 63
Construction |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payment Performance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Performing |  |  |  |  | $ | 20,134 | $ | 32,025 | $ | 15,635 | $ | 8,662 | $ | 328 | $ | 105 | $ | 3,372 | $ | - | $ | 80,261
Nonperforming |  |  |  |  |  | - |  | - |  | - |  | 50 |  | - |  | - |  | - |  | - |  | 50
Total |  |  |  |  | $ | 20,134 | $ | 32,025 | $ | 15,635 | $ | 8,712 | $ | 328 | $ | 105 | $ | 3,372 | $ | - | $ | 80,311
Construction |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | -
Consumer loans to individuals |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payment Performance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Performing |  |  |  |  | $ | 110,587 | $ | 103,481 | $ | 69,058 | $ | 37,566 | $ | 10,717 | $ | 12,747 | $ | 1,390 | $ | - | $ | 345,546
Nonperforming |  |  |  |  |  | 73 |  | 308 |  | 414 |  | 409 |  | 60 |  | 87 |  | - |  | - |  | 1,351
Total |  |  |  |  | $ | 110,660 | $ | 103,789 | $ | 69,472 | $ | 37,975 | $ | 10,777 | $ | 12,834 | $ | 1,390 | $ | - | $ | 346,897
Consumer loans to individuals |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | 6 | $ | 325 | $ | 383 | $ | 337 | $ | 108 | $ | 114 | $ | - | $ | - | $ | 1,273
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payment Performance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Performing |  |  |  |  | $ | 146,038 | $ | 171,604 | $ | 123,850 | $ | 101,687 | $ | 59,806 | $ | 123,402 | $ | 38,340 | $ | - | $ | 764,727
Nonperforming |  |  |  |  |  | 73 |  | 308 |  | 539 |  | 610 |  | 230 |  | 699 |  | 19 |  | - |  | 2,478
Total |  |  |  |  | $ | 146,111 | $ | 171,912 | $ | 124,389 | $ | 102,297 | $ | 60,036 | $ | 124,101 | $ | 38,359 | $ | - | $ | 767,205

25

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Revolving |  | Revolving |  |
|  |  |  |  | Term Loans Amortized Costs Basis by Origination Year |  | Loans |  | Loans |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Amortized |  | Converted |  |
December 31, 2024 |  |  |  |  |  | 2024 |  | 2023 |  | 2022 |  | 2021 |  | 2020 |  | Prior |  | Cost Basis |  | to Term |  | Total
Residential real estate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payment Performance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Performing |  |  |  |  | $ | 22,842 | $ | 41,384 | $ | 60,194 | $ | 52,712 | $ | 32,161 | $ | 89,965 | $ | 30,658 | $ | - | $ | 329,916
Nonperforming |  |  |  |  |  | - |  | 125 |  | 52 |  | 184 |  | - |  | 560 |  | 19 |  | - |  | 940
Total |  |  |  |  | $ | 22,842 | $ | 41,509 | $ | 60,246 | $ | 52,896 | $ | 32,161 | $ | 90,525 | $ | 30,677 | $ | - | $ | 330,856
Residential real estate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | -
Construction |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payment Performance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Performing |  |  |  |  | $ | 28,817 | $ | 12,986 | $ | 9,024 | $ | 431 | $ | - | $ | 144 | $ | 1,618 | $ | - | $ | 53,020
Nonperforming |  |  |  |  |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | -
Total |  |  |  |  | $ | 28,817 | $ | 12,986 | $ | 9,024 | $ | 431 | $ | - | $ | 144 | $ | 1,618 | $ | - | $ | 53,020
Construction |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | -
Consumer loans to individuals |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payment Performance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Performing |  |  |  |  | $ | 125,254 | $ | 93,392 | $ | 52,009 | $ | 15,679 | $ | 8,316 | $ | 11,207 | $ | 887 | $ | - | $ | 306,744
Nonperforming |  |  |  |  |  | 97 |  | 401 |  | 377 |  | 114 |  | 26 |  | 16 |  | - |  | - |  | 1,031
Total |  |  |  |  | $ | 125,351 | $ | 93,793 | $ | 52,386 | $ | 15,793 | $ | 8,342 | $ | 11,223 | $ | 887 | $ | - | $ | 307,775
Consumer loans to individuals |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current period gross charge-offs |  |  |  |  | $ | 123 | $ | 511 | $ | 850 | $ | 203 | $ | 87 | $ | 75 | $ | - | $ | - | $ | 1,849
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payment Performance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Performing |  |  |  |  | $ | 176,913 | $ | 147,762 | $ | 121,227 | $ | 68,822 | $ | 40,477 | $ | 101,316 | $ | 33,163 | $ | - | $ | 689,680
Nonperforming |  |  |  |  |  | 97 |  | 526 |  | 429 |  | 298 |  | 26 |  | 576 |  | 19 |  | - |  | 1,971
Total |  |  |  |  | $ | 177,010 | $ | 148,288 | $ | 121,656 | $ | 69,120 | $ | 40,503 | $ | 101,892 | $ | 33,182 | $ | - | $ | 691,651

Occasionally, the Bank modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, and other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

26

In some cases, the Bank provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. During the nine months ended September 30, 2025, there were modifications made to borrowers experiencing financial difficulty consisting of eight loan relationships. The following table presents modifications made to borrowers experiencing financial difficulty:

Significant Payment Delay
|  | Amortized Cost Basis at September 30, 2025 |  |  | % of Total Class of Financing Receivable |  |  |  | Financial Effect
|  | (in thousands) |  |  |  |  |  |  |
Commercial real estate loans | $ | 1,214 |  |  | 0.16 | % |  |  | Deferred principal for 3-6 months
Commercial loans |  | 832 |  |  | 0.37 |  |  |  | Deferred principal for 3-6 months
Consumer loans to individuals |  | 5 |  |  | — |  |  |  | Deferred principal for 4 months
Total | $ | 2,051 |  |  |  |  |  |  |
Term Extension
|  | Amortized Cost Basis at September 30, 2025 |  |  | % of Total Class of Financing Receivable |  |  |  | Financial Effect
|  | (in thousands) |  |  |  |  |  |  |
Residential real estate loans | $ | 49 |  |  | 0.01 | % |  |  | Added a weighted-average 10.0 years to the life of loans
Commercial real estate loans |  | 831 |  |  | 0.11 |  |  |  | Added a weighted-average 6.0 months to the life of loans
Commercial loans |  | 273 |  |  | 0.12 |  |  |  | Added a weighted-average 5.0 years to the life of loans
Total | $ | 1,153 |  |  |  |  |  |  |
Combination -Significant Payment Delay and Term Extension
|  | Amortized Cost Basis at September 30, 2025 |  |  | % of Total Class of Financing Receivable |  |  |  | Financial Effect
Commercial real estate loans | $ | 4,264 |  |  | 0.58 |  |  |  | Deferred principal for 3-9 months and extended term by 9 months
Commercial loans |  | 127 |  |  | 0.06 | % |  |  | Deferred principal for 4 months and extended term by 4 months
Total | $ | 4,391 |  |  |  |  |  |  |

Of the modifications made to borrowers experiencing financial difficulty, there were none that had a payment default during the period.

The Company’s primary business activity as of September 30, 2025 was with customers located in northeastern Pennsylvania and the New York counties of Delaware, Sullivan, Ontario, Otsego and Yates. Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to repay their loans is influenced by the region’s economy.

27

As of September 30, 2025, the Company considered its concentration of credit risk to be acceptable. The highest concentrations are in commercial rentals with $169.6 million of loans outstanding, or 9.4% of total loans outstanding, and residential rentals with loans outstanding of $116.6 million, or 6.5% of loans outstanding. For the nine months ended September 30, 2025, the Company recognized charge offs of $0 on commercial rentals and $0 on residential rentals. The following table presents additional details regarding the company’s largest loan concentrations by industry as of September 30, 2025 (in thousands):

Account Type |  |  | Outstanding as of September 30, 2025 |  |  | Percent of Loans as of September 30, 2025 |
Commercial Rentals |  | $ | 169,560 |  |  | 9.38 | %
Residential Rentals |  |  | 116,554 |  |  | 6.45 |
Hotels/Motels |  |  | 121,907 |  |  | 6.74 |
Builders/Contractors |  |  | 36,702 |  |  | 2.03 |
Dairy Cattle/Milk Product |  |  | 43,253 |  |  | 2.39 |
Fuel/Gas Stations |  |  | 48,924 |  |  | 2.71 |
Government Support |  |  | 30,283 |  |  | 1.68 |
Mobile Home Park |  |  | 21,723 |  |  | 1.20 |
Wineries |  |  | 20,542 |  |  | 1.14 |
Camps |  |  | 23,336 |  |  | 1.29 |
Resorts |  |  | 38,294 |  |  | 2.12 |

9. Fair Value of Assets and Liabilities

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Financial Statements. Those assets and liabilities are presented in the sections entitled “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis” and “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis”. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 16 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

28

Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2025 and December 31, 2024 are as follows:

|  | Fair Value Measurement Using
|  | Reporting Date
Description |  | Total |  | Level 1 |  | Level 2 |  | Level 3
September 30, 2025 |  | (In thousands)
ASSETS |  |  |  |  |  |  |  |  |  |  |  |
Available for Sale: |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 17,940 |  | $ | 17,940 |  | $ | - |  | $ | -
U.S. Government agencies |  |  | 7,634 |  |  | - |  |  | 7,634 |  |  | -
States and political subdivisions |  |  | 90,267 |  |  | - |  |  | 90,267 |  |  | -
Corporate obligations |  |  | 8,482 |  |  | - |  |  | 8,482 |  |  | -
Mortgage-backed securities-government |  |  |  |  |  |  |  |  |  |  |  |
sponsored entities |  |  | 279,666 |  |  | - |  |  | 279,666 |  |  | -
Interest rate derivatives |  |  | 809 |  |  | - |  |  | 809 |  |  | -
LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |
Interest rate derivatives |  |  | 809 |  |  | - |  |  | 809 |  |  | -
Description |  | Total |  | Level 1 |  | Level 2 |  | Level 3
December 31, 2024 |  | (In thousands)
ASSETS |  |  |  |  |  |  |  |  |  |  |  |
Available for Sale: |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 19,598 |  | $ | 19,598 |  | $ | - |  | $ | -
U.S. Government agencies |  |  | 11,364 |  |  | - |  |  | 11,364 |  |  | -
States and political subdivisions |  |  | 87,274 |  |  | - |  |  | 87,274 |  |  | -
Mortgage-backed securities-government |  |  |  |  |  |  |  |  |  |  |  |
sponsored entities |  |  | 279,610 |  |  | - |  |  | 279,610 |  |  | -
Interest rate derivatives |  |  | 1,193 |  |  | - |  |  | 1,193 |  |  | -
LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |
Interest rate derivatives |  |  | 1,193 |  |  | - |  |  | 1,193 |  |  | -

Securities:

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Interest Rate Swaps:

The fair value of interest rate swaps is based upon the present value of the expected future cash flows using the Secured Overnight Financing Rate (“SOFR”) swap curve, the basis for the underlying interest rate. To price interest rate swaps, cash flows are first projected for each payment date using the fixed rate for the fixed side of the swap and the forward rates for the floating side of the swap. These swap cash flows are then discounted to time zero using SOFR zero-coupon interest rates. The sum of the present value of both legs is the fair market value of the interest rate swap. These valuations have been derived from our third party vendor’s proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions that we believe to be reasonable.

29

Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2025 and December 31, 2024 are as follows:

|  |  |  |  | Fair Value Measurement Using Reporting Date
(In thousands) |  |  |  |  |  |  |  |  |  |  |  |
Description |  | Total |  | Level 1 |  | Level 2 |  | Level 3
September 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |
Individually analyzed loans held for investment |  | $ | 8,030 |  | $ | - |  | $ | - |  | $ | 8,030
Foreclosed Real Estate Owned |  |  | 771 |  |  | - |  |  | - |  |  | 771
December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |
Individually analyzed loans held for investment |  | $ | 9,363 |  | $ | - |  | $ | - |  | $ | 9,363
Foreclosed Real Estate Owned |  |  | - |  |  | - |  |  | - |  |  | -

Individually analyzed loans held for investment:

The Company measures impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

As of September 30, 2025, the fair value investment in individually analyzed loans totaled $8,030,000, which included 51 loan relationships with a carrying value of $5,578,000 that did not require a specific allowance for credit loss since either the estimated realizable value of the collateral or the discounted cash flows exceeded the recorded investment in the loan. As of September 30, 2025, the Company has recognized charge-offs against the allowance for credit losses on these individually analyzed loans in the amount of $0. As of September 30, 2025, the fair value investment in individually analyzed loans included 46 loan relationships with a carrying value of $3,140,000 that required a valuation allowance of $688,000 since the estimated realizable value of the collateral did not support the recorded investment in the loan. As of September 30, 2025, the Company has recognized charge-offs against the allowance for credit losses on these individually analyzed loans in the amount of $0 over the life of the loan.

As of December 31, 2024, the fair value investment in individually analyzed loans totaled $9,363,000, which included 34 loan relationships with a carrying value of $6,978,000 that did not require a specific allowance for credit loss since either the estimated realizable value of the collateral or the discounted cash flows exceeded the recorded investment in the loan. As of December 31, 2024, the Company has recognized charge-offs against the allowance for credit losses on these individually analyzed loans in the amount of $456,000 over the life of the loans. As of December 31, 2024, the fair value investment in individually analyzed loans included 34 loan relationships with a carrying value of $3,044,000 that required a valuation allowance of $659,000 since the estimated realizable value of the collateral did not support the recorded investment in the loan. As of December 31, 2024, the Company has recognized charge-offs against the allowance for credit losses on these individually analyzed loans in the amount of $0 over the life of the loan.

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

| Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands) | Fair Value Estimate |  | Valuation Techniques | Unobservable Input |  | Range (Weighted Average)
September 30, 2025 |  |  |  |  |  |  |
Individually analyzed loans held for investment | $ | 8,030 |  | Appraisal of collateral(1) | Appraisal adjustments(2) |  | 0%-100.0% (8.7%)
Foreclosed real estate owned | $ | 771 |  | Appraisal of collateral(1) | Liquidation Expenses(2) |  | 11.3% (11.3%)

30

| Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands) | Fair Value Estimate |  | Valuation Techniques | Unobservable Input |  | Range (Weighted Average)
December 31, 2024 |  |  |  |  |  |  |
Individually analyzed loans held for investment | $ | 9,363 |  | Appraisal of collateral(1) | Appraisal adjustments(2) |  | 0%-50.0% (8.01%)
Foreclosed real estate owned | $ | - |  | Appraisal of collateral(1) | Liquidation Expenses(2) |  | 0.0%-0.0% (0.0%)

(1)Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable, less any associated allowance.

(2)Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

Assets and Liabilities Not Required to be Measured or Reported at Fair Value

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at September 30, 2025 and December 31, 2024.

Loans receivable (carried at cost):

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Mortgage servicing rights (carried at lower of cost or fair value)

The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights. Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

Deposit liabilities (carried at cost):

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Other borrowings (carried at cost):

Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a fair value that is deemed to represent the transfer price if the liability were assumed by a third party.

31

The estimated fair values of the Bank’s financial instruments not required to be measured or reported at fair value were as follows at September 30, 2025 and December 31, 2024. (In thousands)

| Fair Value Measurements at September 30, 2025
|  |  |  |  |  |  | Quoted Prices in Active ‎Markets for Identical Assets |  | Significant Other Observable ‎Inputs |  | Significant Unobservable Inputs
| Carrying Amount |  | Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Financial assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents (1) | $ | 50,348 |  | $ | 50,348 |  | $ | 50,348 |  | $ | - |  | $ | -
Loans receivable, net |  | 1,794,771 |  |  | 1,795,197 |  |  | - |  |  | - |  |  | 1,795,197
Mortgage servicing rights |  | 229 |  |  | 638 |  |  | - |  |  | - |  |  | 638
Regulatory stock (1) |  | 6,163 |  |  | 6,163 |  |  | 6,163 |  |  | - |  |  | -
Bank owned life insurance (1) |  | 45,821 |  |  | 45,821 |  |  | 45,821 |  |  | - |  |  | -
Accrued interest receivable (1) |  | 8,686 |  |  | 8,686 |  |  | 8,686 |  |  | - |  |  | -
Financial liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | 2,073,968 |  |  | 2,013,113 |  |  | 1,178,314 |  |  | - |  |  | 834,799
Short-term borrowings (1) |  | - |  |  | - |  |  | - |  |  | - |  |  | -
Other borrowings |  | 72,071 |  |  | 72,455 |  |  | - |  |  | - |  |  | 72,455
Accrued interest payable (1) |  | 9,823 |  |  | 9,823 |  |  | 9,823 |  |  | - |  |  | -

| Fair Value Measurements at December 31, 2024
| Carrying Amount |  | Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Financial assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents (1) | $ | 72,339 |  | $ | 72,339 |  | $ | 72,339 |  | $ | - |  | $ | -
Loans receivable, net |  | 1,693,795 |  |  | 1,687,128 |  |  | - |  |  | - |  |  | 1,687,128
Mortgage servicing rights |  | 199 |  |  | 575 |  |  | - |  |  | - |  |  | 575
Regulatory stock (1) |  | 13,366 |  |  | 13,366 |  |  | 13,366 |  |  | - |  |  | -
Bank owned life insurance (1) |  | 46,657 |  |  | 46,657 |  |  | 46,657 |  |  | - |  |  | -
Accrued interest receivable (1) |  | 8,466 |  |  | 8,466 |  |  | 8,466 |  |  | - |  |  | -
Financial liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | 1,859,163 |  |  | 1,788,123 |  |  | 1,023,619 |  |  | - |  |  | 764,504
Short-term borrowings (1) |  | 113,069 |  |  | 113,069 |  |  | 113,069 |  |  | - |  |  | -
Other borrowings |  | 101,793 |  |  | 102,220 |  |  | - |  |  | - |  |  | 102,220
Accrued interest payable (1) |  | 12,615 |  |  | 12,615 |  |  | 12,615 |  |  | - |  |  | -

(1)This financial instrument is carried at cost, which approximates the fair value of the instrument.

10. Interest Rate Swaps

The Company enters into interest rate swaps that allow our commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate into a fixed-rate. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815 and are not marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. There was no effect on earnings in any periods presented. At September 30, 2025 and December 31, 2024, based upon the swap contract values, the Company pledged cash in the amount of $350,000 as collateral for its interest rate swaps with a third-party financial institution. The fair value of the swaps as of September 30, 2025 and December 31, 2024 was $809,000 and $1,193,000, respectively.

32

Summary information regarding these derivatives is presented below

(Amounts in thousands)
|  | Notional Amount |  |  |  |  |  | Fair Value
|  |  | September 30, 2025 |  |  | December 31, 2024 |  | Interest Rate Paid |  | Interest Rate Received |  |  | September 30, 2025 |  |  | December 31, 2024
Customer interest rate swap |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Maturing November, 2030 | $ | 5,466 |  | $ | 5,766 | Term SOFR + Margin | Fixed |  | $ | 494 |  | $ | 729
Maturing December, 2030 |  | 3,546 |  |  | 3,758 | Term SOFR + Margin | Fixed |  |  | 315 |  |  | 464
Total |  | $ | 9,012 |  | $ | 9,524 |  |  |  |  |  | $ | 809 |  | $ | 1,193
Third party interest rate swap |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Maturing November, 2030 | $ | 5,466 |  | $ | 5,766 |  | Fixed | Term SOFR + Margin | $ | 494 |  | $ | 729
Maturing December, 2030 |  | 3,546 |  |  | 3,758 |  | Fixed | Term SOFR + Margin |  | 315 |  |  | 464
Total |  | $ | 9,012 |  | $ | 9,524 |  |  |  |  |  | $ | 809 |  | $ | 1,193

The following table presents the fair values of derivative instruments in the Consolidated Balance Sheet.

|  | (Amounts in thousands)
|  | Assets |  | Liabilities
|  | Balance Sheet Location |  | Fair Value |  | Balance Sheet Location |  | Fair Value
September 30, 2025 |  |  |  |  |  |  |  |
Interest rate derivatives |  | Other assets | $ | 809 |  | Other liabilities | $ | 809
December 31, 2024 |  |  |  |  |  |  |  |
Interest rate derivatives |  | Other assets |  | 1,193 |  | Other liabilities |  | 1,193

11. New and Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for public business entities for annual periods beginning after December 15, 2024, and for annual periods beginning after December 15, 2025, for all other entities. The Company adopted the new disclosures for the annual periods beginning on January 1, 2025. The Company will include the applicable and relevant required disclosures in the Income Taxes footnote in the Form 10-K.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. This ASU requires disclosure in the notes to financial statements of specified information about certain costs and expenses. Specific disclosures are required for (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas producing activities. The amendments in this update do not change or remove current expense disclosure requirements. However, the amendments affect where this information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The amendments in ASU 2024-03 apply only to public business entities and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its financial statements.

33

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. The Company is currently evaluating the impact of this new guidance on its financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software that is developed using an incremental and iterative method (e.g., agile method). The guidance removes all references to project stages in ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The guidance specifies that the property, plant, and equipment disclosure requirements under ASC 360-10 apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The guidance, which applies to all entities, is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective, or modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its financial statements.

In 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which (1) refines the scope of the guidance on derivatives in ASC 815 (Issue 1) and (2) clarifies the guidance on share-based payments from a customer in ASC 606 (Issue 2). The ASU is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts. The ASU adds a new scope exception for certain contracts that are not traded on an exchange and have an underlying that is based on operations or activities specific to one of the parties to the contract. This ASU clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of ASC 606. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its financial statements.

12. Segment Reporting

ASC Topic 280 – Segment Reporting identifies operating segments as components of an enterprise which are evaluated regularly by the Corporation’s Chief Operating Decision Maker, our Chief Executive Officer, in deciding how to develop strategy, allocate resources and assess performance.

The Company acts as an independent community financial services provider and offers traditional banking related financial services to individual, business and government customers. Through its Community Office and automated teller machine network, the Company offers a full array of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of safe deposit services. The Company also performs personal, corporate, pension and fiduciary services through its Trust Department.

Operating segments are aggregated into one segment, as operating results for all segments are similar. Accordingly, all the financial service operations are considered by management to be aggregated in one reportable operating segment, Community Banking.

The Chief Operating Decision Maker assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. Net income is used to monitor budget versus actual results.

The Chief Operating Decision Maker uses revenue streams and significant expenses to assess performance and evaluate return on assets and return on equity. The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis and budget to actual results are used in assessing performance and in establishing compensation.

The accounting policies for the Community Banking segment are the same as those of our consolidated entity, which are described in Note 2 in the Annual Report filed on Form 10-K. Information utilized in the performance assessment by the Chief Operating Decision Maker is consistent with the level of aggregation disclosed in the Consolidated Statement of Income. The measure of segment assets is reported on the balance sheet as total consolidated assets.

34

13. Proposed Acquisition of PB Bankshares, Inc.

On July 7, 2025, the Company and its wholly owned subsidiary, Wayne Bank, and PB Bankshares, Inc. (“PB Bankshares”), and its wholly owned subsidiary, Presence Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which PB Bankshares will merge with and into the Company, with the Company as the surviving corporation. Concurrent with the merger, it is expected that Presence Bank will merge with and into Wayne Bank.

PB Bankshares’ common stock is traded on the Nasdaq Capital Market under the trading symbol PBBK. At June 30, 2025, PB Bankshares had total consolidated assets of $464.1 million, total deposits of $363.4 million and total stockholders’ equity of $50.3 million.

Presence Bank is a stock savings bank organized under the laws of the Commonwealth of Pennsylvania and is subject to comprehensive regulation and examination by the FDIC and the Pennsylvania Department of Banking and Securities. Presence Bank operates from four offices and two loan production offices in Chester, Lancaster and Dauphin Counties, Pennsylvania. Presence Bank’s primary market area for deposits includes the communities in which it maintains banking office locations, while its primary lending market area is broader and includes customers in Lebanon, Dauphin and Cumberland Counties in Pennsylvania. Presence Bank is a community-oriented bank offering a variety of financial products and services to meet the needs of its customers.

Pursuant to the terms of the Merger Agreement, shareholders of PB Bankshares will have the opportunity to elect to receive for each share of PB Bankshares common stock they own, either 0.7850 shares of the Company’s common stock or $19.75 in cash. All shareholder elections will be subject to the allocation and proration procedures set forth in the Merger Agreement which are intended to ensure that 80% of the shares of PB Bankshares will be exchanged for the Company’s common stock and 20% of the shares of PB Bankshares will be exchanged for cash. In the event of a greater than 20% decline in market value of the Company’s common stock and such decline is more than 20% of a decline in the market as measured by an index, PB Bankshares may, in certain circumstances, be able to terminate the Merger Agreement unless the Company increases the number of shares into which PB Bankshares common stock may be converted.

The senior management of the Company and Wayne Bank will remain the same following the merger. Following completion of the merger, Janak M. Amin, President and CEO of PB Bankshares and Presence Bank, will be appointed as Chief Operating Officer of the Company and Wayne Bank. Concurrently with the entering into of the Merger Agreement, the Company entered into an employment agreement and a non-compete and non-solicitation agreement with Mr. Amin, such agreements to be effective upon completion of the Merger. Following completion of the Merger, Douglas L. Byers, Executive Vice President and Chief Banking Officer of PB Bankshares and Presence Bank, will be appointed Executive Vice President and Market President, Central Pennsylvania, of the Company and Wayne Bank, and Larry W. Witt, Executive Vice President and Chief Information Officer of PB Bankshares and Presence Bank, will be appointed Executive Vice President and Chief Information Officer, of the Company and Wayne Bank. Subsequent to the entering into of the Merger Agreement, the Company entered into employment agreements and non-compete and non-solicitation agreements with Messrs. Byers and Witt, such agreements to be effective upon completion of the Merger.

On or immediately after the Effective Time of the Merger, the Company and Wayne Bank will appoint two former non-employee directors of Presence Bank to the boards of directors of the Company and Wayne Bank (the “Appointees”). One Appointee shall be appointed as a member of the class of the Company’s board of directors with a term expiring at the annual meeting in the calendar year two years after the Effective Time of the Merger and one with a term expiring in the calendar year three years after the Effective Time of the Merger. In addition, all non-employee directors serving on the Board of Directors of Bankshares as of the date of the Merger Agreement, who will not be selected to join the Boards of the Company and Wayne Bank, will be invited to join a newly-formed regional advisory board of Wayne Bank.

The merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of PB Bankshares. The Company has filed all required applications with regulatory authorities for approval of the Merger and the applications are pending. The merger is expected to be completed in the fourth quarter of 2025 or in the first quarter of 2026.

35

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q may include certain forward-looking statements based on current management expectations. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may”, “will”, “believe”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms or variations on those terms, or the negative of those terms. The actual results of the Company could differ materially from those management expectations. This includes statements regarding general economic conditions, legislative and regulatory changes, monetary, trade, tariff and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities and failure to integrate or profitably operate acquired businesses. Additional potential factors include changes in interest rates, the rate of inflation, deposit flows, cost of funds, demand for loan products and financial services, competition and changes in the quality or composition of loan and investment portfolios of the Company. Other factors that could cause future results to vary from current management expectations include changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices, instability in the banking system, and the potential for a recessionary economy. Further description of the risks and uncertainties to the business are included in the Company’s other filings with the Securities and Exchange Commission.

The majority of the assets and liabilities of a financial institution are monetary in nature, and therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. However, inflation does have an impact on the Company, particularly with respect to the growth of total assets and noninterest expenses, which tend to rise during periods of general inflation. Risks also exist due to supply and demand imbalances, employment shortages, the interest rate environment, and geopolitical tensions. It is reasonably foreseeable that estimates made in the financial statements could be materially and adversely impacted in the near term as a result of these conditions, including expected credit losses on loans and the fair value of financial instruments that are carried at fair value.

Our operations are subject to risks and uncertainties surrounding our exposure to changes in the interest rate environment. Earnings and liquidity depend to a great extent on our interest rates. Interest rates are highly sensitive to many factors beyond our control, including competition, general economic conditions, geopolitical tensions and conflicts and monetary and fiscal policies of various governmental and regulatory authorities, including the Federal Reserve. Conditions such as inflation, deflation, recession, unemployment and other factors beyond our control may also affect interest rates. The nature and timing of any changes in interest rates or general economic conditions and their effect on us cannot be controlled and are difficult to predict. If the rate of interest we pay on our interest-bearing liabilities increases more than the rate of interest we receive on our interest-earning assets, our net interest income, and therefore our earnings, could contract and be materially adversely affected. Our earnings could also be materially adversely affected if the rates on interest-earning assets fall more quickly than those on our interest-bearing liabilities. Changes in interest rates could also create competitive pressures, which could impact our liquidity position. See “Item 3. Quantitative and Qualitative Disclosures about Market Risk – Asset/Liability Management.”

Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

# Critical Accounting Policies

Note 2 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 (included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024) lists significant accounting policies used in the development and presentation of its financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, and the determination of goodwill impairment. Please refer to the discussion of the allowance for credit losses calculation under “Changes in Financial Condition - Loans” below.

In connection with the acquisition of North Penn in 2011, we recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. In connection with the acquisition of Delaware in 2016, we recorded goodwill in the amount of $1.6 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. In connection with the acquisition of UpState New York

36

Bancorp, Inc. in July 2020, we recorded goodwill in the amount of $17.9 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. Goodwill is tested annually and deemed impaired when the carrying value of goodwill exceeds its implied fair value.

Changes in Financial Condition

General

Total assets as of September 30, 2025 were $2.412 billion compared to $2.317 billion as of December 31, 2024. The increase was due primarily to a $101.0 million increase in gross loans outstanding.

Other Assets

Other assets as of September 30, 2025 were $9.6 million compared to $18.2 million as of December 31, 2024. The decrease was primarily due to the movement of $7.2 million in prepaid dealer fees from other assets to loans receivable.

Securities

The fair value of securities available for sale as of September 30, 2025 was $404.0 million compared to $397.8 million as of December 31, 2024.

The Company has securities in an unrealized loss position. In Management’s opinion the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities. The Company did not recognize any credit losses on these available for sale debt securities for the nine months ended September 30, 2025. The Company does not intend to sell the securities and it is more likely than not that it will not have to sell the securities before recovery of its cost basis.

Loans

Loans receivable totaled $1.795 billion at September 30, 2025 compared to $1.694 billion as of December 31, 2024, due primarily to organic growth. The $101.0 million increase in net loans receivable during the nine months ended September 30, 2025, was due primarily to a $20.7 million increase in commercial real estate loans, a $11.5 million increase in commercial loans, a $39.1 million increase in consumer loans, a $27.2 million increase in construction loans, and a $3.2 million increase in residential loans, and agricultural loans, net.

The allowance for credit losses totaled $19.9 million as of September 30, 2025, and represented 1.10% of total loans outstanding, compared to $19.8 million, or 1.16% of total loans outstanding, at December 31, 2024. The Company had net charge-offs for the nine months ended September 30, 2025 of $1.3 million, compared to $1.2 million in the corresponding period in 2024. The Company’s management assesses the adequacy of the allowance for credit losses on a quarterly basis. Based on management’s best judgement, the qualitative factors are applied to the final adjusted loss rate each quarter. Management considers the allowance for credit losses adequate at September 30, 2025 based on the Company’s criteria. However, there can be no assurance that the allowance for credit losses will be adequate to cover significant losses, if any, which might be incurred in the future.

As of September 30, 2025, non-performing loans totaled $6.6 million or 0.36% of total loans compared to $7.9 million, or 0.46%, of total loans at December 31, 2024. At September 30, 2025, non-performing assets totaled $7.4 million, or 0.31%, of total assets, compared to $7.9 million, or 0.34%, of total assets at December 31, 2024.

37

The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:

(dollars in thousands) | September 30, 2025 |  |  | December 31, 2024 |
Loans accounted for on a non-accrual basis: |  |  |  |  |  |  |
Real Estate |  |  |  |  |  |  |
Residential | $ | 1,077 |  |  | $ | 940 |
Commercial |  | 4,018 |  |  |  | 5,743 |
Agricultural |  | — |  |  |  | — |
Construction |  | 50 |  |  |  | — |
Commercial loans |  | 69 |  |  |  | 127 |
Other agricultural loans |  | — |  |  |  | — |
Consumer loans to individuals |  | 1,351 |  |  |  | 910 |
Total non-accrual loans |  | 6,565 |  |  |  | 7,720 |
Accruing loans which are contractually |  |  |  |  |  |  |
past due 90 days or more |  | 25 |  |  |  | 154 |
Total non-performing loans |  | 6,590 |  |  |  | 7,874 |
Foreclosed real estate |  | 771 |  |  |  | — |
Total non-performing assets | $ | 7,361 |  |  | $ | 7,874 |
Allowance for credit losses | $ | 19,911 |  |  | $ | 19,843 |
Coverage of non-performing loans |  | 3.02 | % |  |  | 2.52 | %
Non-performing loans to total loans |  | 0.36 | % |  |  | 0.46 | %
Non-performing loans to total assets |  | 0.27 | % |  |  | 0.34 | %
Non-performing assets to total assets |  | 0.31 | % |  |  | 0.34 | %

Deposits

During the nine-months ended September 30, 2025, total deposits increased $214.8 million due primarily to a $105.3 million increase in interest-bearing demand deposits, a $69.4 million increase in certificates of deposit, and a $40.0 million increase in all other deposit categories, net.

The following table sets forth deposit balances as of the dates indicated:

(dollars in thousands) | September 30, 2025 |  | December 31, 2024
Non-interest bearing demand | $ | 424,027 |  | $ | 381,479
Interest-bearing demand |  | 421,622 |  |  | 316,283
Money market deposit accounts |  | 190,134 |  |  | 183,570
Savings |  | 201,298 |  |  | 210,312
Time deposits <$250,000 |  | 578,381 |  |  | 494,551
Time deposits >$250,000 |  | 258,506 |  |  | 272,968
Total | $ | 2,073,968 |  | $ | 1,859,163

Borrowings

The Company had no short-term borrowings at September 30, 2025, compared to $113.1 million at December 31, 2024, due primarily to a decrease in overnight borrowings, which was a result of the overall growth in deposits.

Other borrowings as of September 30, 2025, were $72.1 million compared to $101.8 million as of December 31, 2024. Federal Reserve Bank borrowings decreased $20.0 million during nine-months ended September 30, 2025, while Federal Home Loan Bank borrowings decreased $9.7 million during the nine-months ended September 30, 2025.

38

Other borrowings consisted of the following:

(dollars in thousands) | September 30, 2025 |  | December 31, 2024
Notes with the FHLB: |  |  |  |  |
Fixed rate borrowing due April 2025 at 4.26% | $ | — |  | $ | 20,000
Amortizing fixed rate borrowing due September 2025 at 5.67% |  | — |  |  | 1,941
Fixed rate borrowing due December 2025 at 4.44% |  | 10,000 |  |  | —
Fixed rate borrowing due March 2026 at 4.31% |  | 10,000 |  |  | —
Fixed rate borrowing due April 2026 at 4.04% |  | 20,000 |  |  | 20,000
Amortizing fixed rate borrowing due May 2027 at 4.37% |  | 13,142 |  |  | 18,751
Amortizing fixed rate borrowing due July 2028 at 4.70% |  | 8,929 |  |  | 11,101
Fixed rate borrowing due July 2028 at 4.49% |  | 10,000 |  |  | 10,000
| $ | 72,071 |  | $ | 81,793
Notes with the Federal Reserve Bank |  |  |  |  |
Fixed rate borrowing due January 2025 at 4.76% |  | — |  |  | 20,000
| $ | — |  | $ | 20,000

Stockholders’ Equity and Capital Ratios

As of September 30, 2025, total stockholders’ equity was $234.9 million, compared to $213.5 million as of December 31, 2024. Total stockholders’ equity increased $20.3 million as of September 30, 2025, due to net income for the nine months ended September 30, 2025, of $20.3 million and a $9.4 million increase in the fair value of securities in the available-for-sale portfolio, offset partially by $8.6 million of dividends declared, net of tax. Because of interest rate volatility, the Company’s accumulated other comprehensive income could materially fluctuate for each interim and year-end period.

Regulatory Capital Requirements. The Federal Reserve has adopted regulatory capital rules pursuant to which it assesses the adequacy of capital in examining and supervising a bank holding company and in analyzing applications to it under the Bank Holding Company Act (“BHCA”). The Federal Reserve’s capital rules are similar to those imposed on the Bank by the FDIC. The Federal Reserve’s Small Bank Holding Company Policy Statement, however, exempts from the regulatory capital requirements bank holding companies with less than $3.0 billion in consolidated assets that are not engaged in significant non-banking or off-balance sheet activities and that do not have a material amount of debt or equity securities registered with the SEC. As long as their bank subsidiaries are well capitalized, such bank holding companies need only maintain a pro forma debt to equity ratio of less than 1.0 in order to pay dividends and repurchase stock and to be eligible for expedited treatment on applications.

A comparison of the Company’s consolidated regulatory capital ratios is as follows:

| September 30, 2025 |  | December 31, 2024
Tier 1 Capital |  |  |
(To average assets) | 9.62% |  | 9.36%
Tier 1 Capital |  |  |
(To risk-weighted assets) | 12.27% |  | 12.35%
Common Equity Tier 1 Capital |  |  |
(To risk-weighted assets) | 12.27% |  | 12.35%
Total Capital |  |  |
(To risk-weighted assets) | 13.33% |  | 13.45%

The Bank is required to comply with applicable capital adequacy rules adopted by the FDIC and other federal bank regulatory agencies (the “Basel III Capital Rules”). The Basel III Capital Rules apply to all depository institutions as well as to all top-tier bank and savings and loan holding companies that are not subject to the Federal Reserve Small Bank Holding Company Policy Statement.

Under the Basel III Capital Rules, banks are required to meet four minimum capital standards: (1) a “Tier 1” or “core” capital leverage ratio equal to at least 4% of total adjusted assets; (2) a common equity Tier 1 capital ratio equal to 4.5% of risk-weighted assets; (3) a Tier 1 risk-based ratio equal to 6% of risk-weighted assets; and (4) a total capital ratio equal to 8% of total risk-weighted assets. Common equity Tier 1 capital is defined as common stock instruments, retained earnings, any common equity Tier 1 minority interest and, unless the bank has made an “opt-out” election, accumulated other comprehensive income, net of goodwill and certain other intangible assets. Tier 1 or core capital is defined as common equity Tier 1 capital plus certain qualifying subordinated interests and

39

grandfathered capital instruments. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, qualifying subordinated instruments and certain grandfathered capital instruments. An institution’s risk-based capital requirements are measured against risk-weighted assets, which equal the sum of each on-balance-sheet asset and the credit-equivalent amount of each off-balance-sheet item after being multiplied by an assigned risk weight. Risk weightings range from 0% for cash to 100% for property acquired through foreclosure, commercial loans, and certain other assets to 150% for exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property.

In addition to the above minimum requirements, the Basel III Capital Rules require banks and covered financial institution holding companies to maintain a capital conservation buffer of at least 2.5% of risk-weighted assets over and above the minimum risk-based capital requirements. Institutions that do not maintain the required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement effectively raises the minimum required risk-based capital ratios to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital on a fully phased-in basis. The Company and the Bank were in compliance with all applicable regulatory capital requirements as of September 30, 2025.

Liquidity

As of September 30, 2025, the Company had cash and cash equivalents of $74.7 million in the form of cash, due from banks and short-term deposits with other institutions. In addition, the Company had total non-pledged securities available for sale of $141.7 million which could be used for liquidity needs. Total liquidity of $216.4 million as of September 30, 2025, represents 8.97% of total assets, compared to $161.5 million and 6.97% of total assets as of December 31, 2024. The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of September 30, 2025 and December 31, 2024. Based upon these measures, the Company believes its liquidity is adequate.

Capital Resources

The Company has a line of credit commitment from Atlantic Community Bankers Bank for $7.0 million which expires June 30, 2026. There were no borrowings under this line as of September 30, 2025 and December 31, 2024.

The Company has a line of credit commitment available which has no stated expiration date from PNC Bank for $10.0 million. There were no borrowings under this line as of September 30, 2025 and December 31, 2024.

The Bank’s maximum borrowing capacity with the Federal Home Loan Bank was approximately $673.7 million as of September 30, 2025, of which $72.1 million was outstanding in the form of borrowings as of September 30, 2025. As of December 31, 2024, the maximum borrowing capacity was $654.8 million, of which $158.5 million of borrowings was outstanding as of December 31, 2024. Additionally, as of September 30, 2025, the Bank had secured Letters of Credit from the Federal Home Loan Bank in the amount of $139.7 million as collateral for specific municipal deposits. These Letters of Credit reduce the availability under the maximum borrowing capacity. As of December 31, 2024, there was $147.0 million outstanding in the form of Letters of Credit. Advances and Letters of Credit from the Federal Home Loan Bank are secured by qualifying assets of the Bank.

Non-GAAP Financial Measures

This report contains or references fully taxable-equivalent (fte) interest income and net interest income, which are non-GAAP financial measures. Interest income (fte) and net interest income (fte) are derived from GAAP interest income and net interest income using an assumed tax rate of 21%. We believe the presentation of interest income (fte) and net interest income (fte) ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income (fte) and Net interest income (fte) is reconciled to GAAP interest income and net interest income on pages 41 and 45. Fully taxable equivalent interest income and net interest income is also reflected in the table on pages 42 and 46. Although the Company believes that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered as an alternative to GAAP measures.

‎

40

Results of Operations

NORWOOD FINANCIAL CORP

Consolidated Average Balance Sheets with Resultant Interest and Rates

(Tax-Equivalent Basis, | Three Months Ended September 30,
dollars in thousands) | 2025 |  | 2024
| Average |  |  |  | Average |  | Average |  |  |  | Average
| Balance |  | Interest |  | Rate |  | Balance |  | Interest |  | Rate
| (2) |  | (1) |  | (3) |  | (2) |  | (1) |  | (3)
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing deposits with banks | $ | 12,485 |  | $ | 144 |  |  | 4.58% |  | $ | 36,221 |  | $ | 497 |  |  | 5.46%
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable |  | 399,090 |  |  | 3,661 |  |  | 3.64 |  |  | 392,168 |  |  | 2,161 |  |  | 2.19
Tax-exempt (1) |  | 44,074 |  |  | 312 |  |  | 2.81 |  |  | 67,563 |  |  | 461 |  |  | 2.71
Total securities available for sale (1) |  | 443,164 |  |  | 3,973 |  |  | 3.56 |  |  | 459,731 |  |  | 2,622 |  |  | 2.27
Loans receivable (1) (4) (5) |  | 1,802,046 |  |  | 28,267 |  |  | 6.22 |  |  | 1,651,921 |  |  | 25,575 |  |  | 6.16
Total interest-earning assets |  | 2,257,695 |  |  | 32,384 |  |  | 5.69 |  |  | 2,147,873 |  |  | 28,694 |  |  | 5.31
Non-interest earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | 31,050 |  |  |  |  |  |  |  |  | 28,193 |  |  |  |  |  |
Allowance for credit losses |  | (21,128) |  |  |  |  |  |  |  |  | (17,944) |  |  |  |  |  |
Other assets |  | 96,142 |  |  |  |  |  |  |  |  | 78,344 |  |  |  |  |  |
Total non-interest earning assets |  | 106,064 |  |  |  |  |  |  |  |  | 88,593 |  |  |  |  |  |
Total Assets | $ | 2,363,759 |  |  |  |  |  |  |  | $ | 2,236,466 |  |  |  |  |  |
Liabilities and Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing demand and money market | $ | 579,145 |  | $ | 2,900 |  |  | 1.99 |  | $ | 461,897 |  | $ | 2,782 |  |  | 2.40
Savings |  | 200,559 |  |  | 113 |  |  | 0.22 |  |  | 221,366 |  |  | 13 |  |  | 0.02
Time |  | 822,491 |  |  | 7,717 |  |  | 3.72 |  |  | 734,235 |  |  | 7,758 |  |  | 4.20
Total interest-bearing deposits |  | 1,602,195 |  |  | 10,730 |  |  | 2.66 |  |  | 1,417,498 |  |  | 10,553 |  |  | 2.96
Short-term borrowings |  | 8,740 |  |  | 105 |  |  | 4.77 |  |  | 53,622 |  |  | 323 |  |  | 2.40
Other borrowings |  | 81,125 |  |  | 899 |  |  | 4.40 |  |  | 146,357 |  |  | 1,680 |  |  | 4.57
Total interest-bearing liabilities |  | 1,692,060 |  |  | 11,734 |  |  | 2.75 |  |  | 1,617,477 |  |  | 12,556 |  |  | 3.09
Non-interest bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Demand deposits |  | 416,150 |  |  |  |  |  |  |  |  | 400,314 |  |  |  |  |  |
Other liabilities |  | 28,816 |  |  |  |  |  |  |  |  | 29,540 |  |  |  |  |  |
Total non-interest bearing liabilities |  | 444,966 |  |  |  |  |  |  |  |  | 429,854 |  |  |  |  |  |
Stockholders' equity |  | 226,733 |  |  |  |  |  |  |  |  | 189,135 |  |  |  |  |  |
Total Liabilities and Stockholders' Equity | $ | 2,363,759 |  |  |  |  |  |  |  | $ | 2,236,466 |  |  |  |  |  |
Net interest income/spread (tax equivalent basis) |  |  |  |  | 20,650 |  |  | 2.94% |  |  |  |  |  | 16,138 |  |  | 2.23%
Tax-equivalent basis adjustment |  |  |  |  | (192) |  |  |  |  |  |  |  |  | (207) |  |  |
Net interest income |  |  |  | $ | 20,458 |  |  |  |  |  |  |  | $ | 15,931 |  |  |
Net interest margin (tax equivalent basis) |  |  |  |  |  |  |  | 3.63% |  |  |  |  |  |  |  |  | 2.99%

(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.

‎

41

Rate/Volume Analysis. The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense. Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

| Increase/(Decrease)
| Three months ended September 30, 2025 Compared to
| Three months ended September 30, 2024
| Variance due to
| Volume |  | Rate |  | Net
| (dollars in thousands)
Interest-earning assets: |  |  |  |  |  |  |  |
Interest-bearing deposits with banks | $ | (320) |  | $ | (33) |  | $ | (353)
Securities available for sale: |  |  |  |  |  |  |  |
Taxable |  | 63 |  |  | 1,437 |  |  | 1,500
Tax-exempt securities |  | (160) |  |  | 11 |  |  | (149)
Total securities |  | (97) |  |  | 1,448 |  |  | 1,351
Loans receivable |  | 2,412 |  |  | 280 |  |  | 2,692
Total interest-earning assets |  | 1,995 |  |  | 1,695 |  |  | 3,690
Interest-bearing liabilities: |  |  |  |  |  |  |  |
Interest-bearing demand and money market |  | 652 |  |  | (534) |  |  | 118
Savings |  | (11) |  |  | 111 |  |  | 100
Time |  | 886 |  |  | (926) |  |  | (40)
Total interest-bearing deposits |  | 1,527 |  |  | (1,349) |  |  | 178
Short-term borrowings |  | (295) |  |  | 76 |  |  | (219)
Other borrowings |  | (745) |  |  | (36) |  |  | (781)
Total interest-bearing liabilities |  | 487 |  |  | (1,309) |  |  | (822)
Net interest income (tax-equivalent basis) | $ | 1,508 |  | $ | 3,004 |  | $ | 4,512

‎

42

Comparison of Operating Results for the Three Months Ended September 30, 2025 to September 30, 2024

General

For the three months ended September 30, 2025, net income totaled $8.3 million compared to net income of $3.8 million for the three months ended September 30, 2024. The increase in net income for the three months ended September 30, 2025, was due primarily to a $4.5 million increase in net interest income and a $1.8 million release of provision for credit losses, offset by a $457,000 increase in salaries and benefits, a $392,000 increase in professional fees, and a $1.2 million increase in income taxes. Earnings per share for the three-months ended September 30, 2025 were $0.89 per share for basic shares and fully diluted shares, compared to $0.48 per share for basic shares and for fully diluted shares for the three months ended September 30, 2024. The resulting annualized return on average assets and annualized return on average equity for the three months ended September 30, 2025 were 1.40% and 14.58%, respectively, compared to 0.68% and 8.09%, respectively, for the same period in 2024.

The following table sets forth changes in net income:

(dollars in thousands) | Three months ended
| September 30, 2025 to September 30, 2024
Net income three months ended September 30, 2024 | $ | 3,844
Change due to: |  |
Net interest income |  | 4,527
Provision for credit losses |  | 1,847
Net gains on sales of securities and loans |  | 27
Service charges and fees |  | 143
Earnings and proceeds on bank-owned life insurance |  | 7
Other income |  | 33
Salaries and employee benefits |  | (457)
Occupancy, furniture and equipment |  | (92)
Data processing related |  | 75
Professional fees |  | (392)
All other expenses |  | (37)
Income tax expense |  | (1,191)
Net income three months ended September 30, 2025 | $ | 8,334

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the three months ended September 30, 2025 totaled $20.7 million which was $4.5 million higher than the comparable period in 2024. The increase in net interest income was due primarily to a $3.7 million increase in total interest income. The (fte) net interest spread and net interest margin were 2.94% and 3.63%, respectively, for the three months ended September 30, 2025 compared to 2.23% and 2.99%, respectively, for the same period in 2024. See “Non-GAAP Financial Measures” described above beginning on page 40.

For the three-months ended September 30, 2025, interest income (fte) totaled $32.4 million, with a yield on average earning assets of 5.69% compared to $28.7 million and 5.31% for the three months ended September 30, 2024. Average loans increased $150.1 million during the three-months ended September 30, 2025, over the comparable period of 2024, while average securities decreased $16.6 million compared to the three months ended September 30, 2024. Average earning assets totaled $2.258 billion for the three months ended September 30, 2025, an increase of $109.8 million, over average earning assets for the same period in 2024. See “Non-GAAP Financial Measures” described above beginning on page 40.

Interest expense for the three months ended September 30, 2025 totaled $11.7 million, at an average cost of 2.75%, compared to $12.6 million, at an average cost of 3.09% for the same period in 2024. The decrease in interest expense during the three-months ended September 30, 2025 reflects the overall lower level of market interest rates. During the three months ended September 30, 2025, the average cost of time deposits, which is the most significant component of funding costs, decreased 48 basis points compared to the same three-month period of last year. The average cost of interest-bearing demand and money market decrease 41 basis points during the three months ended September 30, 2025, while savings deposit costs increased 20 basis points and short-term borrowing costs increased 237 basis points compared to the same three-month period of 2024.

43

Provision for Credit Losses

The Company had a release of provision for credit losses of $502,000 during the three months ended September 30, 2025, compared to a provision for credit losses of $1.3 million for the three months ended September 30, 2024. The Company makes provisions for, or releases of, credit loss expense in an amount necessary to maintain the allowance for credit losses at an acceptable level under the current expected credit loss methodology analysis. The Company recorded a net charge-off of $605,000 for the quarter ended September 30, 2025, compared to a net charge-off of $323,000 for the similar period in 2024. At September 30, 2025, the allowance for credit losses related to loans receivable was 1.10% of loans receivable, compared to 1.12% at September 30, 2024. Additionally, at September 30, 2025, the allowance for credit losses related to loans receivable represented 302% of non-performing loans, compared to 237% at September 30, 2024.

Other Income

Other income totaled $2.5 million for the three months ended September 30, 2025, compared to $2.3 million, for the same period in 2024. The increase was due primarily to an increase in service charges and fees of $143,000. All other categories of other income increased $67,000, net, during the three months ended September 30, 2025.

Other Expense

Other expense for the three months ended September 30, 2025 totaled $12.9 million, which was $903,000 higher than the same period of 2024, due primarily to a $457,000 increase in salaries and employee benefits, a $392,000 increase in professional fees. All other categories of other expense increased $54,000, net, during the three months ended September 30, 2025.

Income Tax Expense

Income tax expense totaled $2.2 million for an effective tax rate of 20.9% for the three months ended September 30, 2025 compared to $1.0 million for an effective tax rate of 20.6% for the three months ended September 30, 2024.

44

Results of Operations

NORWOOD FINANCIAL CORP

Consolidated Average Balance Sheets with Resultant Interest and Rates

(Tax-Equivalent Basis, | Nine Months Ended September 30,
dollars in thousands) | 2025 |  | 2024
| Average |  |  |  | Average |  | Average |  |  |  | Average
| Balance |  | Interest |  | Rate |  | Balance |  | Interest |  | Rate
| (2) |  | (1) |  | (3) |  | (2) |  | (1) |  | (3)
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing deposits with banks | $ | 17,427 |  | $ | 590 |  |  | 4.53% |  | $ | 53,046 |  | $ | 2,194 |  |  | 5.52%
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable |  | 403,947 |  |  | 10,907 |  |  | 3.61 |  |  | 398,462 |  |  | 6,514 |  |  | 2.18
Tax-exempt (1) |  | 44,157 |  |  | 938 |  |  | 2.84 |  |  | 68,852 |  |  | 1,419 |  |  | 2.75
Total securities available for sale (1) |  | 448,104 |  |  | 11,845 |  |  | 3.53 |  |  | 467,314 |  |  | 7,933 |  |  | 2.27
Loans receivable (1) (4) (5) |  | 1,776,629 |  |  | 81,636 |  |  | 6.14 |  |  | 1,631,179 |  |  | 73,569 |  |  | 6.02
Total interest-earning assets |  | 2,242,160 |  |  | 94,071 |  |  | 5.61 |  |  | 2,151,539 |  |  | 83,696 |  |  | 5.20
Non-interest earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | 30,035 |  |  |  |  |  |  |  |  | 26,409 |  |  |  |  |  |
Allowance for loan losses |  | (20,675) |  |  |  |  |  |  |  |  | (18,353) |  |  |  |  |  |
Other assets |  | 94,389 |  |  |  |  |  |  |  |  | 73,935 |  |  |  |  |  |
Total non-interest earning assets |  | 103,749 |  |  |  |  |  |  |  |  | 81,991 |  |  |  |  |  |
Total Assets | $ | 2,345,909 |  |  |  |  |  |  |  | $ | 2,233,530 |  |  |  |  |  |
Liabilities and Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing demand and money market | $ | 566,762 |  | $ | 8,588 |  |  | 2.03 |  | $ | 460,579 |  | $ | 7,489 |  |  | 2.17
Savings |  | 205,552 |  |  | 374 |  |  | 0.24 |  |  | 223,825 |  |  | 549 |  |  | 0.33
Time |  | 812,778 |  |  | 23,385 |  |  | 3.85 |  |  | 738,205 |  |  | 23,311 |  |  | 4.22
Total interest-bearing deposits |  | 1,585,092 |  |  | 32,347 |  |  | 2.73 |  |  | 1,422,609 |  |  | 31,349 |  |  | 2.94
Short-term borrowings |  | 23,468 |  |  | 774 |  |  | 4.41 |  |  | 57,754 |  |  | 1,015 |  |  | 2.35
Other borrowings |  | 90,110 |  |  | 2,981 |  |  | 4.42 |  |  | 150,418 |  |  | 5,165 |  |  | 4.59
Total interest-bearing liabilities |  | 1,698,670 |  |  | 36,102 |  |  | 2.84 |  |  | 1,630,781 |  |  | 37,529 |  |  | 3.07
Non-interest bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Demand deposits |  | 395,470 |  |  |  |  |  |  |  |  | 391,479 |  |  |  |  |  |
Other liabilities |  | 28,978 |  |  |  |  |  |  |  |  | 27,677 |  |  |  |  |  |
Total non-interest bearing liabilities |  | 424,448 |  |  |  |  |  |  |  |  | 419,156 |  |  |  |  |  |
Stockholders' equity |  | 222,791 |  |  |  |  |  |  |  |  | 183,593 |  |  |  |  |  |
Total Liabilities and Stockholders' Equity | $ | 2,345,909 |  |  |  |  |  |  |  | $ | 2,233,530 |  |  |  |  |  |
Net interest income/spread (tax equivalent basis) |  |  |  |  | 57,969 |  |  | 2.77% |  |  |  |  |  | 46,167 |  |  | 2.12%
Tax-equivalent basis adjustment |  |  |  |  | (589) |  |  |  |  |  |  |  |  | (601) |  |  |
Net interest income |  |  |  | $ | 57,380 |  |  |  |  |  |  |  | $ | 45,566 |  |  |
Net interest margin (tax equivalent basis) |  |  |  |  |  |  |  | 3.46% |  |  |  |  |  |  |  |  | 2.87%

(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.

45

Rate/Volume Analysis. The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.

| Increase/(Decrease)
| Nine months ended September 30, 2025 Compared to
| Nine months ended September 30, 2024
| Variance due to
| Volume |  | Rate |  | Net
| (dollars in thousands)
Interest-earning assets: |  |  |  |  |  |  |  |
Interest-bearing deposits with banks | $ | (1,449) |  | $ | (155) |  | $ | (1,604)
Securities available for sale: |  |  |  |  |  |  |  |
Taxable |  | 145 |  |  | 4,247 |  |  | 4,392
Tax-exempt securities |  | (512) |  |  | 31 |  |  | (481)
Total securities |  | (367) |  |  | 4,278 |  |  | 3,911
Loans receivable |  | 6,513 |  |  | 1,555 |  |  | 8,068
Total interest-earning assets |  | 4,697 |  |  | 5,678 |  |  | 10,375
Interest-bearing liabilities: |  |  |  |  |  |  |  |
Interest-bearing demand and money market |  | 1,670 |  |  | (571) |  |  | 1,099
Savings |  | (34) |  |  | (141) |  |  | (175)
Time |  | 2,233 |  |  | (2,159) |  |  | 74
Total interest-bearing deposits |  | 3,869 |  |  | (2,871) |  |  | 998
Short-term borrowings |  | (731) |  |  | 490 |  |  | (241)
Other borrowings |  | (2,065) |  |  | (119) |  |  | (2,184)
Total interest-bearing liabilities |  | 1,073 |  |  | (2,500) |  |  | (1,427)
Net interest income (tax-equivalent basis) | $ | 3,624 |  | $ | 8,178 |  | $ | 11,802

Comparison of Operating Results for the Nine Months Ended September 30, 2025 to September 30, 2024

General

For the nine months ended September 30, 2025, net income totaled $20.3 million compared to net income of $12.5 million in the nine months ended September 30, 2024. The increase in net income for the nine months ended September 30, 2025 was due primarily to a $11.8 million increase in net interest income, offset by a $1.4 million increase in salaries and benefits, and an increase of $2.0 million in income tax expense. Earnings per share for the nine months ended September 30, 2025 were $2.22 per share for basic shares and fully diluted shares, compared to $1.55 per share for basic shares and fully diluted shares for the nine months ended September 30, 2024. The resulting annualized return on average assets and annualized return on average equity for the nine months ended September 30, 2025 were 1.16% and 12.19%, respectively, compared to 0.75% and 9.09%, respectively, for the same period in 2024.

46

The following table sets forth changes in net income:

(dollars in thousands) | Nine months ended
| September 30, 2025 to September 30, 2024
Net income nine months ended September 30, 2024 | $ | 12,491
Change due to: |  |
Net interest income |  | 11,814
Provision for credit losses |  | (236)
Service charges and fees |  | 323
Net gains on sales of securities and loans |  | 97
Earnings and proceeds on bank-owned life insurance |  | 39
Other income |  | 138
Salaries and employee benefits |  | (1,445)
Occupancy, furniture and equipment |  | (330)
Data processing related |  | (153)
Professional fees |  | (581)
All other expenses |  | 186
Income tax expense |  | (2,030)
Net income nine months ended September 30, 2025 | $ | 20,313

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the nine months ended September 30, 2025 totaled $58.0 million which was $11.8 million higher than the comparable period in 2024. The increase in net interest income was due primarily to a $10.4 million increase in total interest income. The (fte) net interest spread and net interest margin were 2.77% and 3.46%, respectively, for the nine months ended September 30, 2025 compared to 2.12% and 2.87%, respectively, for the same period in 2024. See “Non-GAAP Financial Measures” described above beginning on page 40.

For the nine months ended September 30, 2025, interest income (fte) totaled $94.1 million, with a yield on average earning assets of 5.61% compared to $83.7 million and 5.20% for the nine months ended September 30, 2024. Average loans increased $145.5 million during the nine months ended September 30, 2025, over the comparable period of 2024, while average securities decreased $19.2 million compared to the nine months ended September 30, 2024. Average earning assets totaled $2.242 billion for the nine months ended September 30, 2025, an increase of $90.6 million, over average earning assets for the same period in 2024. See “Non-GAAP Financial Measures” described above beginning on page 40.

Interest expense for the nine months ended September 30, 2025, totaled $36.1 million, at an average cost of 2.84%, compared to $37.5 million, at an average cost of 3.07% for the same period in 2024. The decrease in interest expense during the nine months ended September 30, 2025 reflects the overall lower level of market interest rates, along with the decrease in our short-term borrowings of $34.3 million. During the nine months ended September 30, 2025, the average cost of time deposits, which is the most significant component of funding costs, decreased 37 basis points compared to the same nine month period of last year, while short-term borrowing costs increased 206 basis points compared to the same nine month period of 2024.

Provision for Credit Losses

The Company had a provision for credit loss expense of $1.3 million during the nine months ended September 30, 2025, compared to $1.1 million for the nine months ended September 30, 2024. The Company makes provisions for, or releases of credit loss expense in an amount necessary to maintain the allowance for credit losses at an acceptable level under the current expected credit loss methodology analysis. The Company had net charge-offs for the nine months ended September 30, 2025, of $1.3 million, compared to $1.2 million in the corresponding period in 2024. At September 30, 2025, the allowance for credit losses related to loans receivable was 1.10% of loans receivable, compared to 1.12% at September 30, 2024. Additionally, at September 30, 2025, the allowance for credit losses related to loans receivable represented 302% of non-performing loans, compared to 237% at September 30, 2024..

Other Income

Other income totaled $7.1 million for the nine months ended September 30, 2025, compared to $6.5 million for the same period in 2024. The increase was due primarily to an increased level of service charges and fees of $323,000. All other categories of other income increased $274,000, net, during the nine months ended September 30, 2025.

47

Other Expense

Other expense for the nine months ended September 30, 2025 totaled $37.5 million, which was $2.3 million or 6.60%, higher than the same period of 2024, due primarily to a $1.4 million increase in salaries and employee benefits, a $581,000 increase in professional fees, a $330,000 increase in occupancy, furniture and equipment, and a $153,000 increase in data processing expenses. All other categories of other expense decreased $186,000, net, during the nine months ended September 30, 2025.

Income Tax Expense

Income tax expense totaled $5.3 million for an effective tax rate of 20.8% for the nine months ended September 30, 2025 compared to $3.3 million for an effective tax rate of 20.9% for the nine months ended September 30, 2024.

‎

48

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management

Management 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.

Our 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.

Our 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.

Changes 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 average 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.

We 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 downward shifts in interest rates. A parallel and pro-rata shift in rates over a twelve-month period is assumed.

In addition to the above scenarios, we consider other non-parallel rate shifts that would also exert pressure on earnings. During the three months ended September 30, 2025, the U.S. Treasury yield curve has flattened slightly. During the nine months ended September 30, 2025, the yield on U.S. Treasury 5-year notes decreased 64 basis points from 4.38% to 3.74%, while the yield on 3-month Treasury bills decreased 51 basis points from 4.37% to 3.86%. The 3-month/5-year Treasury spread increased from a positive 1 basis point at December 31, 2024 to a negative 18 basis points at September 30, 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.

49

The following reflects our net interest income sensitivity analysis at September 30, 2025 and December 31, 2024:

|  |  | September 30, 2025
|  |  | Potential Change
|  |  | in Future Net
Changes in Interest |  |  | Interest Income
Rates in Basis Points |  |  | Year 1 |  | Year 2
(Dollars in thousands) |  |  | $ Change |  | % Change |  | $ Change |  | % Change
+300 | (5,113) |  | -5.6% |  | 72 |  | 0.1%
+200 | (3,264) |  | -3.6% |  | 488 |  | 0.5%
+100 | (1,531) |  | -1.7% |  | 541 |  | 0.5%
Static | - |  | 0.0% |  | - |  | 0.0%
-100 | 839 |  | 9.0% |  | (1,331) |  | -2.4%
-200 | (150) |  | -0.2% |  | (8,045) |  | -8.1%
|  |  | December 31, 2024
|  |  | Potential Change
|  |  | in Future Net
Changes in Interest |  |  | Interest Income
Rates in Basis Points |  |  | Year 1 |  | Year 2
(Dollars in thousands) |  |  | $ Change |  | % Change |  | $ Change |  | % Change
+300 | (6,364) |  | -7.9% |  | (4,164) |  | -4.5%
+200 | (4,131) |  | -5.1% |  | (2,500) |  | -2.7%
+100 | (1,963) |  | -2.4% |  | (1,043) |  | -1.1%
Static | - |  | 0.0% |  | - |  | 0.0%
-100 | 1,438 |  | 1.8% |  | (380) |  | -0.4%
-200 | 1,441 |  | 1.8% |  | (4,472) |  | -4.8%

As noted in the table above, a 200-basis point increase in interest rates is projected to decrease net interest income by 3.6% in year 1 and increase net interest income by 0.5% in year 2. Our balance sheet sensitivity to such a move in interest rates at September 30, 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 nine month period. Overall, our strategy has been to proactively take advantage of the drop in short-term rates 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 4.7 years at September 30, 2025 from 5.6 at December 31, 2024.

The 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.

‎

50

Item 4. Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “Commission”) rules and forms.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

‎

51

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

On February 20, 2024, the Company was notified of a Complaint (the “Complaint”) entitled Ian Werkmeister vs. Wayne Bank, filed on February 12, 2024 in the United States District Court for the Middle District of Pennsylvania seeking class action status. The Plaintiff is seeking monetary recovery and other relief on behalf of themselves and one or more putative classes of other individuals similarly situated. The Complaint arises out of a widely reported data security incident involving MOVEit, a file sharing software used globally by government agencies, enterprise corporations, and financial institutions. In October of 2023, Wayne Bank was notified by its third-party information service provider of a cyber-incident that involved unauthorized access to Wayne Bank customer information in one of the vendor’s file transfer applications. The incident involved vulnerabilities discovered in MOVEit Transfer, a file transfer software used by the Bank’s vendor to support services provided by the vendor to Wayne Bank and its related institutions. MOVEit is a commonly used secure Managed File Transfer software, which supports file transfer activities used by thousands of organizations around the world, including government agencies and major financial firms. The vulnerability discovered in MOVEit did not involve any of Wayne Bank’s internal systems and did not impact the Bank’s ability to service its customers.

The MOVEit cases have since been transferred and consolidated in the United States District Court for the District of Massachusetts (the “Court”) and are now entitled MOVEit Customer Data Security Breach Litigation. On July 23, 2024, on behalf of all of the Defendants (including the Company) in this case, an omnibus Motion to Dismiss the cases for lack of Article III standing pursuant to Rule 12(b)(1) of the Federal Rules of Civil Procedure was filed with the Court. A hearing on this motion was held on October 9, 2024. On December 12, 2024, Judge Burroughs denied the defendants’ Rule 12(b)(1) motion in large part. The Court has ordered that a bellwether process be used to test claims and defenses. Because Wayne Bank is not a bellwether defendant, its obligations will be much lessened but will include, among other things, modest discovery.

The Company believes it has meritorious defenses to the claims asserted in the Complaint and intends to vigorously defend itself against such Complaint. While we continue to measure the impact of this cyber-incident, including certain remediation expenses and other potential liabilities, we do not currently believe this incident will have a material adverse effect on our business, operations, or financial results.

Other than the foregoing, neither the Company nor its subsidiaries are involved in any other pending legal proceedings, other than routine legal matters occurring in the ordinary course of business, which in the aggregate involve amounts which are believed by management to be immaterial to the consolidated financial condition or results of operations of the Company.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Sales and Use of Proceeds

(a) Unregistered Sales of Equity Securities. Not Applicable.

(b) Use of Proceeds. Not Applicable

(c) Issuer Purchases of Equity Securities. Set forth below is information regarding the Company’s stock repurchases during the quarter ended September 30, 2025.

| Issuer Purchases of Equity Securities
|  |  |  |  |  |  |  |  |  | Maximum Number
|  |  |  |  |  |  | Total Number of |  | (or Approximate
| Total |  |  |  |  | Shares (or Units) |  | Dollar Value) of Shares
| Number |  | Average |  | Purchased as Part of |  | (or Units)
| of Shares |  | Price Paid |  | Publicly |  | that May Yet Be
| (or Units) |  | Per Share |  | Announced Plans |  | Purchased Under the
| Purchased |  | (or Unit) |  | or Programs * |  | Plans or Programs
July 1 – 31, 2025 |  | - |  | $ | - |  |  | - |  |  | 244,234
August 1 – 31, 2025 |  | - |  |  | - |  |  | - |  |  | 244,234
September 1 – 30, 2025 |  | - |  |  | - |  |  | - |  |  | 244,234
Total |  | - |  | $ | - |  |  | - |  |  | 244,234

52

*On March 30, 2021, the Company announced a share repurchase program for up to approximately 5% of the Company’s outstanding shares of common stock, or approximately 400,000 shares, in the open market, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. On March 19, 2008, the Company announced its intention to repurchase up to 5% of its outstanding common stock (approximately 226,050 split-adjusted shares) in the open market. On November 10, 2011, the Company announced that it had increased the number of shares which may be repurchased under its open-market program to 5% of its currently outstanding shares, or approximately 270,600 split-adjusted shares. Both share repurchase programs are currently in effect.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

‎

53

Item 6. Exhibits

No. | Description
3(i) | Amended and Restated Articles of Incorporation of Norwood Financial Corp (1)
3(ii) | Bylaws of Norwood Financial Corp(2)
4.0 | Specimen Stock Certificate of Norwood Financial Corp (3)
31.1 | Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2 | Rule 13a-14(a)/15d-14(a) Certification of CFO
32 | Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of Sarbanes Oxley Act of 2002
101 | The following materials from the Company’s Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
101.INS | Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
101.SCH | Inline XBRL Taxonomy Extension Schema Document
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)Incorporated by reference into this document from Exhibit 3(i) to the Company’s Form 10-K filed with the Commission on March 13, 2020.

(2)Incorporated by reference from Exhibit 3(ii) to the Company’s Annual Report on Form 10-K filed with the Commission on March 14, 2024.

(3)Incorporated herein by reference into this document from the identically numbered exhibit to the Company’s Form 10, Registration Statement initially filed in paper with the Commission on April 29, 1996, Registration No. 0-28364.

54

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 thereunto duly authorized.

|  |  | NORWOOD FINANCIAL CORP
Date: November 7, 2025 |  | By: | /s/ James O. Donnelly
|  |  | James O. Donnelly
|  |  | President and Chief Executive Officer
|  |  | (Principal Executive Officer)
Date: November 7, 2025 |  |  | /s/ John M. McCaffery
|  |  | John M. McCaffery
|  |  | Executive Vice President and
|  |  | Chief Financial Officer
|  |  | (Principal Financial Officer)

55